REQUEST FOR PROPOSALS RFP 2018-04: COMPREHENSIVE...

REQUEST FOR PROPOSALS

RFP 2018-04: COMPREHENSIVE OPERATIONAL

ANALYSIS FOR YCTD

DATE ISSUED: Friday, October 12, 2018

DATE DUE: Wednesday, November 21, 2018, 4:00 p.m. PST

Pre-Proposal Conference: Thursday, November 1, 2018, 10:00 a.m.,

YCTD Board Room, 350 Industrial Way, Woodland, CA 95776

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REQUEST FOR PROPOSALS RFP 2018-04: COMPREHENSIVE OPERATIONAL ANALYSIS FOR YCTD

1. SCOPE OF SERVICES

The Yolo County Transportation District (YCTD) is seeking to award a professional services contract to complete a

Comprehensive Operational Analysis (COA) of the District’s public transit services, funding, and administration

policies and practices. All services are subject to approval by YCTD and the Consultant prior to start of work. The

Scope of Work is presented in this Request For Proposals (RFP) in RFP Exhibit A.

2. PROPOSAL DUE DATE

Six (6) bound copies, and one (1) electronic copy of your sealed, written proposal must be received at YCTD's

Administrative Office, 350 Industrial Way, Woodland, California 95776 by 4:00 p.m. Friday, November 21, 2018 to

the attention of Jose Perez, Deputy Director, titled “RFP 2018-04: Comprehensive Operational Analysis For YCTD”.

Proposals received after the time or at any place other than stated herein will not be accepted. Postmarks are not an

acceptable substitution for submittal by the required deadline. Proposals shall be prepared, presented and negotiated at

the sole cost of the Proposer.

3. INTERPRETATION OF SPECIFICATIONS

A non-mandatory pre-proposal conference will be conducted on Thursday, November 1, 2018, at 10:00 a.m. PST in

the YCTD Board Room, located at 350 Industrial Way, Woodland, CA 95776. Remote participation by phone will be

available by dialing in to the teleconference line below:

• Dial 530-402-2801 at the time of the pre-proposal conference

• Press 1 for Conference Room 1

• Enter Code 3501 when prompted

If any person or firm submitting a proposal is in doubt as to the true meaning of any part of these specifications, they

may submit to Jose Perez, Deputy Director, a written request by 4:00 p.m. Friday, November 2, 2018 for an

interpretation or clarification thereof by email at [email protected]. Any modification of these specifications will be

made in writing by addendum and distributed to all those receiving a copy of said specifications. All addenda and/or

FAQs will be posted at http://yolobus.com/news/requestforproposals.php. Oral interpretations will not be binding on

YCTD.

4. WITHDRAWAL OF PROPOSAL

Submission of a proposal shall constitute a firm offer to YCTD for ninety (90) days from the deadline for receipt of

proposals. A proposer may withdraw its proposal any time before the date and time when proposals are due, without

prejudice, by submitting a signed, written mailed, or emailed, request for its withdrawal to Jose Perez, Deputy Director,

Yolo County Transportation District, 350 Industrial Way, Woodland, CA 95776, Email: [email protected]. Requests

for withdrawal of proposal made by phone will not be accepted.

5. TERM

The contract to provide a Comprehensive Operational Analysis will be valid through June 30, 2020, unless the project

is completed earlier, or is terminated earlier in accordance with the agreement for professional services.

6. COMMUNICATIONS AND CONTACT DURING RFP PROCESS

Once this RFP is issued to the public, effective October 12, 2018 any and all communication between any and all

prospective Proposers and YCTD must take place between representatives of a Proposer and the staff of YCTD as

mailto:[email protected]

http://yolobus.com/news/requestforproposals.php

mailto:[email protected]

indicated within this RFP. Under no circumstances is it allowable for any member of a prospective Proposer or their

representative to contact a member of the Board of Directors for YCTD to discuss this RFP or anything remotely related

or connected to it. This prohibition shall be in effect until the successful Proposer and YCTD executes an awarded

contract. This requirement may be waived for the express purpose of the YCTD Board of Directors or their sub-

committee to conduct interviews with or receive formal presentations from prospective Proposers at formal and public

meetings, if any, at the request of the YCTD Chair or Executive Director. Any violation of this requirement of the RFP

may automatically disqualify a Proposer.

7. PROPOSER’S REPRESENTATIONS

By submitting a proposal, the Proposer affirms that he/she is familiar with all requirements of the RFP and has

sufficiently informed himself/herself in all matters affecting the performance of the work or the furnishing of the labor,

supplies, materials, equipment or facilities called for in this RFP: that he/she has checked the proposal for errors and

omissions: that the prices stated are correct and as intended by the Proposer and are a complete statement of his/her

prices for performing the work or furnishing the labor, supplies, materials, equipment, and/or facilities required.

8. PROPOSAL CONTENT

Proposals must be typed and must address each item below. Proposals must be in sufficient detail to permit evaluation

and demonstrate ability to meet the requirements of this RFP. Proposals that do not include all the required information

and fully completed proposal forms may be rejected as non-responsive. Proposers must submit their proposals in

accordance with the following:

A. Cover Letter

The cover letter should summarize the major points contained in the proposal and should be signed by a

representative of the firm with the authority to negotiate and bind the firm. The Proposer must acknowledge that

their proposed tasks and deliverables and other terms of the Proposal shall be firm for at least ninety (90) days from

the due date for the Proposals. The cover letter must indicate whether there are any conflicts of interest that would

limit the firm’s ability to provide the requested services. Provide any required disclosures pursuant to the Levine

Act discussed below. Indicate the proposer is prepared to sign the Agreement for Professional Services, RFP Exhibit

A.

B. Firm Profile, Background, Experience and Financial Stability (Two pages maximum)

1. Each Proposer shall provide a summary statement outlining the organization’s history and experience, including

comparable experience within the last three years.

2. Each Proposer is to provide information and location of its office(s) from which the Proposer will be conducting,

maintaining, and supporting, services on behalf of YCTD.

3. Each Proposer shall certify that it has the financial capacity to provide services outlined in this RFP there are

no pending litigations, bankruptcy proceedings or other financial events against the organization that may

impact its financial capacity.

4. A minimum of three (3) references receiving services from Proposer similar to those requested in this RFP,

including name, address, telephone number and contact person.

C. Technical Proposal (Ten pages maximum)

1. Proposer should establish the Consultant’s understanding of YCTD’s objectives, ability to meet the objectives,

and provide a concise plan for how this will be accomplished.

2. Proposer shall address each of the Tasks and Subtasks as presented in the Scope of Work (RFP Exhibit A).

3. Technical Proposals shall include an Implementation Plan. Implementation plan shall address, at a minimum,

the activities and procedures that will be followed to ensure the completion the project. The Implementation

Plan should also document training schedules, acquisition of necessary personnel, equipment, licenses and any

other activities necessary to begin work on the scope of services.

4. Technical Proposals shall include a detailed, proposed project schedule and timeline by Task and Subtask.

5. Proposed modifications to the Tasks, Subtasks, and/or deliverables shall be accompanied by sufficient

explanation/justification for the proposed modification.

D. Cost Proposal

The budget for the Comprehensive Operational Analysis for YCTD is $150,000. The firm shall prepare a complete

cost proposal in a separate sealed envelope with all tasks, deliverables, and quantities indicated in the scope of

work. Cost proposal shall include rates per hour for all key personnel (including proposed subconsultants) and

overhead by task. Anticipated direct expenses shall be included and itemized in the Cost Proposal. All costs shall

be considered fixed.

E. Other Required Forms and Certification

Proposals must be accompanied by the following documents, which are included in this RFP. Proposals that are not

accompanied by these completed documents may be rejected as nonresponsive.

1. Proposal Form (RFP Exhibit B)

2. Restrictions on Lobbying Certification (RFP Exhibit C)

3. Listing of Subconsultants and DBE Participation (RFP Exhibit E)

9. SCREENING, SELECTION AND AWARD

Screening and selection will take place through the process described below. Offer of contract award will be made to

the firm that submits the proposal considered most advantageous to YCTD based on the process and the Selection

Criteria set forth below.

YCTD reserves the right to request additional information from proposers, request revised proposals, request Best and

Final Offers, reject any and all proposals, to waive any informality in the proposals, to withdraw this RFP at any time,

to delay or change the date of award or contract commencement and decline to award a contract.

The screening and selection process will be as follows:

Step 1 YCTD will conduct a preliminary review of Proposals. The preliminary review will be based on timely

submittal of the proposal, each proposal’s responsiveness to the RFP requirements, and a determination of

which services will be the most agreeable to YCTD. Proposals meeting the specified requirements will

be considered responsive.

Step 2 Each proposal will be ranked by score and selection criteria set forth below.

Step 3 The top proposal will be selected, and an offer of award will be made.

Step 4 Agreement for services with selected firm will be considered by the YCTD Board of Directors.

10. SELECTION CRITERIA

The YCTD evaluation/selection committee will evaluate proposals submitted which are deemed to be responsive

according to the following criteria:

1. Technical Proposal ................................................................................. 75 points

Technical Proposal Detail:

Understanding of Project/Proposed Approach ......................................... 10 points

Work/Task Plan and Schedule ................................................................. 15 points

Public and Stakeholder Outreach ............................................................. 10 points

Project Deliverables ................................................................................. 15 points

Project Team Qualifications/Experience ................................................. 15 points

Firm Experience ....................................................................................... 10 points

2. Cost Proposal .......................................................................................... 25 points

Written Proposal Total .......................................................................... 100 points

11. AGREEMENT FOR PROFESSIONAL SERVICES

The firm selected by YCTD to provide the services outlined in this RFP will be required to execute an Agreement for

Professional Services with YCTD. A draft of the general form of this Agreement for Professional Services is attached

hereto as RFP Attachment 1 so that proposers will have an opportunity to review the terms and conditions that will be

included in the final contractual agreement. If a Proposer desires any additions, deletions or modifications to the form

of Agreement, they must be submitted with the proposal. With the exception of any such additions, deletions, and

modifications, the Proposer will, by making a proposal, be deemed to have accepted the form of Agreement. No requests

for modifications will be accepted unless such requests were submitted with the proposal.

In particular, Proposers are directed to review the indemnification and insurance requirements set forth in Sections X

and XI of the sample Agreement (RFP Attachment 1).

12. DISADVANTAGED BUSINESS ENTERPRISES

YCTD, as a recipient of federal financial assistance from the Federal Transit Administration (FTA) is committed to and

has adopted a DBE Program in accordance with federal Regulations 49 CFR Part 26 issued by the U.S. Department of

Transportation (DOT).

It is YCTD’s policy to ensure nondiscrimination in the award and administration of all contracts and to create a level

playing field on which Disadvantaged Business Enterprises (DBE’s) can compete fairly for contracts and subcontracts

relating to YCTD’s construction, procurement and professional services activities. To this end, YCTD has developed

procedures to remove barriers to DBE participation in the proposal and award process and to assist DBE’s to develop

and compete successfully outside of the DBE Program. In connection with the performance of this contract, the

Consultant will cooperate with YCTD in meeting these commitments and objectives.

The Consultant is required to make the following assurance in its agreement with YCTD and to include this assurance

in any agreements it makes with subconsultants in the performance of this contract:

The Consultant (and any subconsultants) shall not discriminate on the basis of race, color, national origin or sex in

the performance of this contract. The Consultant (and any subconsultants) shall carry out applicable requirements

of YCTD’s DBE Program. Failure by the Consultant (and any subconsultants) to carry out these requirements is a

material breach of this contract, which may result in the termination of this contract or such other remedy, as YCTD

deems appropriate.

By submitting a proposal, the Consultant is deemed to have made the foregoing assurance and to be bound by its terms.

YCTD reserves the right to request additional information regarding DBE participation in this Contract.

A completed and signed Listing of Subconsultants and DBE Participation form must be submitted with the

proposal (RFP Exhibit E). This form includes information about the Proposer and all subconsultants/suppliers that

provided a bid, quote or proposal for this contract.

Any Proposer who would like additional information regarding DBE participation on this contract or YCTD's DBE

Program may contact Jose Perez, Deputy Director of Operations, Planning and Special Projects, at 350 Industrial Way,

Woodland, California 95776, [email protected], or (530) 402-2826.

13. PROTEST PROCEDURES

YCTD’s Executive Director shall make every effort to award contracts in compliance, with state, Federal and local

regulation. Bidders who feel that a contract has been or may be, awarded improperly shall have the right to protest the

specifications and/or contract award in compliance with applicable local state and Federal regulations.

13.1 Filing Protest

Protests dealing with restrictive specifications or alleged improprieties in the solicitation must be filed no

later than five (5) working days prior to bid opening or closing date for receipt of proposals. Any other

protest must be filed no later than five (5) working days after award of contract.

Protests shall be in writing and addressed to the Executive Director.

The protest shall contain a statement describing the reasons for the protest and any supporting

documentation. Additional materials in support of the initial protest will only be considered if filed within

the time limit specified in paragraph 9.1. The protest shall indicate the ruling or relief desired from YCTD.

13.2 Confidentiality

Materials submitted by a protester would not be withheld from any interested party, except to the extent

that the withholding of information is permitted or required by law or regulation. If the protest contains

proprietary material, a statement advising of this fact may be affixed to the front page of the protest

document and the alleged proprietary information must be so identified wherever it appears.

13.3 Withholding of Award

When a protest is filed before opening of bids or proposals, the bids or proposals will not be opened prior

to resolution of the protest, and when the protest is filed before award, the award will not be made prior to

resolution of the protest, unless YCTD determines that:

a) Items to be procured are urgently needed, or delivery or performance will be unduly delayed by failure

to make award promptly; or

b) Failure to make award will cause undue harm to YCTD.

In the event an award is to be made while a protest is pending, the Federal Transit Administration shall be

notified if Federal funding is involved.

13.4 Processing the Protest

YCTD shall respond to the protestor within five (5) working days of receiving the protest. A conference

on the merits of the protest may be held with the protester. Any additional information required by YCTD

from the protester shall be submitted as expeditiously as possible, but no later than three (3) days after

receipt of such request.

13.5 Notification

YCTD shall notify the protester of its decision no later than protest ten (10) days following receipt of all

relevant information.

13.6 Appeal

If a protester is not satisfied with the decision made by YCTD, and Federal funds are involved, the protester

may file protest with the Federal Transit Administration. Review by FTA will be limited to:

a) Violation of Federal law or regulations.

b) Violation of YCTD’s protests procedures described herein, or failure by YCTD to review protest.

Protests must be filed with FTA (with a concurrent copy to YCTD) within five (5) days after YCTD renders

a final decision, or five (5) days after the protester knows, or has reason to know, that YCTD failed to

render a final decision. After five (5) days, YCTD will confirm with FTA that FTA has not received protest

on the contract in question. Said protests should be submitted to:

FTA Region 9 Office

San Francisco Federal Building

90, 7th Street, Suite 15-300

San Francisco, CA 94103

Circular 4220.1F, as amended is available for review at YCTD offices; at the following web address:

https://www.transit.dot.gov/regulations-and-guidance/fta-circulars/third-party-contracting-guidance

A copy may be obtained from FTA at the address above.

YCTD shall not be responsible for any protests not filed in a timely manner with FTA.

Failure to comply with any of the requirements set forth in YCTD’s written Protest procedures may result in

rejection of the protest.

14. CONFIDENTIALITY OF PROPOSALS

The California Public Records Act (California Government Code Sections 6250 et seq.) mandates public access to

government records. Therefore, unless the information is exempt from disclosure by law, the content of any request for

explanation, exception or substitution, response to these specifications, protest or any other written communication

between YCTD and the Proposer shall be available to the public.

https://www.transit.dot.gov/regulations-and-guidance/fta-circulars/third-party-contracting-guidance

If the Proposer believes any communication contains trade secrets or other proprietary information that the Proposer

believes would cause substantial injury to the Proposer’s competitive position if disclosed, the Proposer shall request

that YCTD withhold from disclosure the proprietary information by marking each page containing such proprietary

information as confidential. The Proposer may not designate its entire proposal or bid as confidential. Additionally,

Proposer may not designate its cost proposal or any required bid forms or certifications as confidential.

If Proposer requests that YCTD withhold from disclosure information identified as confidential, and YCTD complies

with the Proposer’s request, Proposer shall assume all responsibility for any challenges resulting from the non-

disclosure, indemnify and hold harmless YCTD from and against all damages (including but not limited to attorneys’

fees that may be awarded to the party requesting the Proposer information), and pay any and all costs and expenses

related to the withholding of Proposer information. Proposer shall not make a claim, sue or maintain any legal action

against YCTD or its directors, officers, employees or agents in connection with the withholding from disclosure of

Proposer information.

If Proposer does not request that YCTD withhold from disclosure information identified as confidential, YCTD shall

have no obligation to withhold the information from disclosure and may release the information sought without any

liability to YCTD.

15. TENTATIVE SCHEDULE

The tentative schedule of significant events relating to this project is provided below. YCTD reserves the right to

modify this schedule and any specific time-of-day deadlines as discussed in the following section.

Event Date

1 Release RFP Friday, October 12, 2018

2 Pre-proposal Conference (Participation NOT Mandatory) Thursday, November 1, 2018

2 Deadline for submitting questions to YCTD 4:00 P.M. PST, Friday, November 2, 2018

3 Response to written questions received 4:00 P.M. PST, Friday, November 9, 2018

4 Proposals due, evaluations begin 4:00 P.M. PST, Wednesday, November 21, 2018

5 Interviews with Proposers (as necessary) Time(s) TBD, Thursday, November 29, 2018

6 Firms notified of selection Wednesday, December 5, 2018

7 Board of Directors Consideration of Agreement Monday, December 10, 2018

8 Consultant starts service Tuesday, December 11, 2018

These tentative dates, including service start-up, are subject to change at the sole discretion of YCTD.

16. ANTITRUST CLAIMS

The Proposer’s attention is directed to California Government Code Section 4552, which shall be applicable to the

Proposer and its sub-proposers:

In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will

assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section

4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section

16700) of Part 2 of Division 7 of the Business and Professions Code), arising from the purchases of goods,

materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall

be made and become effective at the time the purchasing body tenders final payment to the bidder.

17. NON-COLLUSION CERTIFICATION

By submitting a proposal, a Proposer represents and warrants that such proposal is genuine and not a sham or collusive

or made in the interest or on behalf of any person not herein named, and that Proposer has not, directly or indirectly,

induced or solicited any other Proposer to put in a sham bid, or any other person, firm or corporation to refrain from

proposing, and that the Proposer has not in any manner sought by collusion to secure to the Proposer an advantage over

any other Proposer.

18. PENALTY FOR COLLUSION

If at any time it shall be found that the person, firm or corporation to whom a contract has been awarded has, in

presenting any proposal, colluded with any other parties, then the contract so awarded shall be null and void; and the

Consultant shall be liable to YCTD for all loss or damage which YCTD may suffer thereby; and the Board of Directors

may advertise for a new contract for said labor, supplies, materials, equipment or services.

19. CONFLICT OF INTEREST

Consultant represents and warrants that it presently has no interest and agrees that it will not acquire any interest which

would present a conflict of interest under California Government Code §1090 et seq. or §87100 et seq. during the

performance of services under this Agreement. Consultant further covenants that it will not knowingly employ any

person having such an interest in the performance of this Agreement. Violation of this provision may result in this

Agreement being deemed void and unenforceable.

Depending on the nature of the work performed, Consultant may be required to publicly disclose financial interests

under YCTD’s Conflict of Interest Code. Consultant agrees to promptly submit a Statement of Economic Interest on

the form provided by YCTD upon receipt.

No member, officer or employee of the YCTD or of any of its member jurisdictions during his/her tenure of office, or

for one year thereafter, shall have any interest, direct or indirect, in this contract or the proceeds therefrom.

20. LEVINE ACT

The Levine Act (Government Code 84308) is part of the Fair Political Practices Act that applies to elected officials who

serve on appointed Boards such as the District. The Levine Act prohibits any YCTD Board Member from participating

in or influencing the decision on awarding a Contract with YCTD to anyone who has contributed $250.00 or more to

the Board Member within the previous twelve months. The Levine Act also requires a member of the YCTD Board

who has received such a contribution to disclose the contribution on the record of the proceeding. In addition, YCTD

Board members are prohibited from soliciting or accepting a contribution from a party applying for a Contract while

the matter of awarding the Contract is pending before YCTD or for three months following the date a final decision

concerning the Contract has been made.

Proposers must disclose on the record any contribution of $250.00 or more that they have made to a YCTD Board

Member within the twelve-month period preceding submission of your Proposal. This duty applies to your company,

any member of your team, any agents for you or other team members and to the major shareholders of any closed

corporation that is part of your team. If you have made a contribution that needs to be disclosed, you must include this

information with your Proposal.

21. ATTACHMENTS AND RFP EXHIBITS

• RFP Exhibit A, Scope of Work

• RFP Exhibit B, Proposal Form

• RFP Exhibit C, Lobbying Restrictions Certification

• RFP Exhibit D, Federal and State Clauses and Overlays

• RFP Exhibit E, Listing of Subconsultants and DBE Participation

• RFP Attachment 1, Draft Agreement

RFP EXHIBIT A RFP 2018-04: COMPREHENSIVE OPERATIONAL ANALYSIS FOR YCTD

SCOPE OF WORK INTRODUCTION: The Yolo County Transportation District (YCTD) service area encompasses three counties in northern California (Yolo, Sacramento, and Solano Counties), including the cities of Davis, West Sacramento, Winters, Woodland, Sacramento, and Vacaville. Of note, YCTD provides numerous transit services in and around the Disadvantaged Communities (DAC) West Sacramento, and low-income populations in Davis and Woodland. The service area provides daily fixed-route and complementary transit services to a wide variety of customers, from choice riders, to youth, to seniors, persons with disabilities, transit-dependent, low-income, and any number of combinations of those groups. Providing nearly 1.3 Million trips annually, YCTD is constantly striving to improve operational efficiencies, so as to maximize the level of safe, reliable, and affordable transportation to its customers possible. The YCTD Comprehensive Operational Analysis will result in increased operational efficiencies, enhanced local and regional transportation connectivity, increased customer satisfaction, ridership, and improved key performance indicators. The project will benefit from expertise of qualified consultants, while also leveraging existing District resources including its software/technology data. Through the inclusion of community and stakeholder outreach, the completed COA will provide a feasible “blueprint” for successful implementation and funding of developed service recommendations, resulting in enhanced service for all YCTD member jurisdictions, current/future transit customers, and regional partners. RESPONSIBLE PARTIES: The project will be conducted by the Yolo County Transportation District (including member jurisdictions) in combination with a qualified consultant or consulting team. The project will directly involve YCTD member jurisdictions, and local and regional transportation providers to ensure coordination and development of feasible and strategic service recommendations. OVERALL PROJECT OBJECTIVES:

• Provide significant opportunities to engage community members in transit planning to improve YCTD transit services, including local bus service within member jurisdictions, commuter and express bus services to/from Sacramento and intercity service between member jurisdictions.

• Consideration of connecting bus service to future planned developments, communities, and economic zones.

• Undertake a comprehensive analysis of YCTD’s existing local, commuter, express, and intercity bus routing, usage, and performance.

• Based on this analysis, provide recommendations for restructuring YCTD’s bus services to provide greater system operational efficiency and regional connectivity, including a phasing and funding plan.

• Assess and recommend improvements to existing YCTD member funding and budgeting structure.

• Assess and recommend improvements to YCTD administrative functions and personnel resources.

• Fulfill regional, state and federal goals by improving YCTD services to support greater transit use, increased regional travel options and connectivity, and associated benefits for reduced single occupant vehicle use and congestion.

1. Project Initiation

Task 1.1 - Project Kickoff

• Coordinate a project kickoff meeting and agenda to identify and update (as necessary) project tasks, goals, and timelines.

• Confirm and finalize project roles, responsibilities, and communication protocols, to ensure project tasks remain in-line with overall agency and program goals.

Task 1.2 - Refine Scope of Work and Timeframe

• Confirm the scope of work, schedule and responsibilities, reporting tasks, deliverables, and necessary steps to begin the analysis.

Task Deliverable

1.1 Agenda and written summary of kickoff meeting.

1.2 Copy of final project Scope of Work and Timeline.

2. Project Outreach and Communication

Task 2.1 - Background Analysis

• Analyze information on geography, current usage, costs, fare revenues and performance of existing Yolobus fixed routes. Sources of information include Yolobus system maps and schedules, 2016 triennial audit, most recent Short Range Transit Plan (SRTP), YCTD’s software systems, prior customer survey data, and rider data generated from the new Connect Card fare system.

• Analyze current and potential market demand for transit service within the YCTD service area for connectivity with regional service providers, based on relevant variables including demographic changes, transit-dependent and choice rider markets, fuel prices, and developments completed or planned since the District’s most recent SRTP. Identify high- and low-performing current routes or route segments, routes with greater or lesser potential for increased market demand, and commuter and express routes with potential for decreasing demand due to the new light rail extension.

• Utilize data obtained from the Woodland Transit Study adopted in 2016 to supplement planned analysis for Woodland local, commute, and express services.

• Review pending plans to initiate streetcar service between West Sacramento and mid-town Sacramento, as well as the City of West Sacramento’s Mobility Action Plan and pending updates and assess potential impacts to Yolobus services.

• Incorporate relevant data obtained from the concurrent Woodland Transit Center site selection and environmental project expected to be ongoing throughout the COA process.

Task 2.2 - Community Outreach and Stakeholder Engagement

• Through community outreach and engagement, identify community uses, priorities and preferences for local, commuter, express, and intercity transit services and regional connectivity to transit/transfer centers.

• Conduct significant, comprehensive outreach with YCTD member jurisdiction residents and community stakeholders, using surveys, open houses/workshops, focus groups, individual/group interviews, etc. Engagement will be designed to obtain feedback on current services, assess service preferences and community priorities, review with stakeholders’

potential restructuring alternatives, and obtain comment and feedback on the draft COA and service recommendations.

• All public outreach events will be publicly noticed to ensure maximum attendance, including through notices onboard Yolobus vehicles, the YCTD website, media releases, and stakeholder invitations. Public notices and surveys will be available in English, Spanish, Chinese and Russian in accordance with YCTD’s Title VI Program. Translators and sign language interpreters will also be made available at all outreach events upon prior request.

Task 2.3 - Regional Coordination

• Work with regional transportation providers including (but not limited to) Unitrans, Capitol Corridor rail service, and Sacramento Regional Transit (RT), to stay informed of upcoming service modifications, potential for reduction in duplication of services, and any considerations for improved connections with YCTD services.

• Review existing fare/funding agreements and assess for potential disparities and or areas of improvement in customer service, interaction, and/or payment. Note, this task is not seeking an evaluation of fare payment (e.g., Connect Card) efficiencies.

Task Deliverable

2.1 Consultant background analysis summary.

2.2 Summary of public outreach activities and promotional items.

2.3

Summary of discussions with regional transportation providers and findings.

3. Data Collection and Analysis

Task 3.1 - Ride Check and Performance Data Analysis

• Conduct onboard system-wide ride checks of YCTD local, commute, express, and intercity fixed-route, on-demand and paratransit services. Consultant will be tasked with proposing and implementing a data collection plan sufficient to achieve the COA goals and objectives. YCTD internship staff may be available to assist in coordinating/implementing data collection activities. Availability of interns will vary throughout this engagement and should not be included as a significant element of the consultant’s project plan.

• Analysis of the ride check data will be separated by service type and potentially day of week, and will be available in a route-by-route, and community basis.

• Analysis of performance to be presented by key performance indicator (e.g., on-time performance, fare recovery, ridership/hour, ridership/mile, etc.).

Task 3.2 - Financial Data Collection and Analysis

• Collect, review, and analyze to-date financial data and information relevant to the COA process. Consultant will work with YCTD finance staff and will present an initial data request at task initiation.

• Financial analysis to focus on cost efficiencies, and best practices to identify potential areas in need of improvement.

• Assess and analyze current YCTD budgeting, cost allocation, and funding practices and policies and provide alternatives and recommendations for modifications.

Task 3.3 - Administrative and Policy Analysis

• Collect, review, and analyze current YCTD administrative policies and practices related to operational effectiveness. Task will include discussions with YCTD staff.

• Administrative analysis to focus on program efficiencies, and best practices to identify potential areas in need of improvement.

Task Deliverable

3.1 Data collection forms, databases, and initial calculations.

3.2 Summary of data reviewed and initial findings.

3.3 Summary of discussions with staff and data reviewed.

4. Comprehensive Operational Analysis

Task 4.1 - Develop Draft Comprehensive Operational Analysis and Service Recommendations

• Based on background analysis and stakeholder input and feedback, develop initial local, commute, express, and intercity fixed-route, on-demand and paratransit restructuring options. Conduct financial analysis of options to determine costs/savings, associated fare revenue gains/losses, potential alternatives for cost allocations, potential timing and feasibility, and refine with YCTD staff into an initial set of proposed service alternatives.

• Review West Sacramento’s plans to introduce streetcar service between West Sacramento and midtown Sacramento (sometime between 2022 and 2023), as well as West Sacramento’s Mobility Action Plan and propose transit service modification alternatives that maximize ridership, efficiencies and intermodal connection opportunities.

• Review and make recommendations regarding capital investments needed to replace and upgrade rolling stock and other capital assets.

• Draft a document itemizing the draft service alternatives, and as part of Task 2.2, review with stakeholders for feedback, comment and priorities.

• Based on feedback, further revise service recommendations and develop tailored financing plan to support phased implementation, based on reasonable cost and revenue projections.

• Complete initial draft version of the COA, incorporating information and recommendations developed in Tasks 2, 3, and 4 financing and implementation plans, an executive summary, and any additional recommendations from the COA.

• Review and propose alternatives relative to YCTD staffing and other resources needed to provide high quality support services.

Task 4.2 - Develop Final Comprehensive Operational Analysis, Service Modification Alternatives and Recommendations and Cost Allocation Alternatives and Recommendations

• Complete final draft version of the Comprehensive Operational Analysis, incorporating public comments, information, and recommendations developed in Tasks 2, 3, and 4, and including financing and implementation plans, an executive summary, and any additional recommendations from the COA.

Task 4.3 - Review, Complete, and Adopt Comprehensive Operational Analysis for Implementation

• Review the draft COA, service change modification alternatives budget and cost allocation alternatives with the YCTD Board of Directors and release for public comment.

• Include an analysis of ongoing capital needs of YCTD, as well as suggested related implementation schedule and capital outlay program.

• Actively seek public feedback and comment on the draft COA through Task 2.2.

• Based on public input/feedback, make final revisions to COA, and ensure that the financial contribution of this grant program is credited on the report cover.

• Bring the final draft COA before the YCTD Board of Directors for final public hearing, approval and adoption.

• Produce and submit twenty (20) bound copies, plus one reproducible electronic copy of the final COA for YCTD, Caltrans, SACOG, and all YCTD member jurisdictions. Provide an electronic copy for YCTD to distribute as necessary.

Task Deliverable

4.1 Draft COA and Service Recommendations.

4.2 Final COA and Service Recommendations.

4.3

Twenty (20) bound copies of the final COA, and one (1) electronic copy.

5. Project Management

Task 5.1 - Project Invoicing

• Manage and monitor work tasks to ensure completion of the project remains on time and on budget.

• Schedule and facilitate project team meetings to ensure sufficient communication on ongoing and upcoming tasks to ensure the project remains on time and on budget.

• Submit complete invoice packages to YCTD based on milestone completion—at a minimum quarterly, but no more frequently than monthly.

Task Deliverable

5.1 Copies of project invoices from consultant.

RFP EXHIBIT B PROPOSAL FORM

Having examined the RFP documents referred to above and all conditions affecting the work, the undersigned Proposer

hereby proposes and agrees to furnish all labor, materials, equipment, insurance and any other services, including all costs

and expenses associated herewith, which are necessary for the completion of the work for RFP 2018-04 Comprehensive

Operational Analysis for YCTD.

Name of Firm:

Submittal Date:

Name and Title of Proposer:

(Authorized Agent)

Business Address:

Contact Person: _________________________ Email:

Telephone Number: ______________________ Fax Number:

General

1. The Proposer understands that any clarification made to this proposal form other than that requested, may

render the proposal unresponsive.

2. Proposer acknowledges that it has received the following Addenda:

Addendum # ____________________

____________________

____________________

____________________

3. The Proposer understands that YCTD reserves the right to reject any or all proposals or to waive any

informality or technicality in any proposal in the interest of YCTD.

4. The Proposer shall ensure that all of the following submissions have been included:

A. Cover Letter

B. Firm Profile, Background, Experience, and Financial Stability

C. Technical Proposal

D. Cost Proposal

E. Other Required Forms and Certification:

a. Proposal Form (RFP Exhibit B)

b. Lobbying Restrictions Certification (RFP Exhibit C)

c. Listing of Subconsultants and DBE participation (RFP Exhibit E)

FIRM PROPOSAL: Note that all proposals shall remain in effect for ninety (90) days from the deadline for

proposals to be submitted and may not be withdrawn.

RFP EXHIBIT C PROPOSAL FORM: LOBBYING RESTRICTIONS CERTIFICATION

Project Title: Comprehensive Operational Analysis For YCTD

The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated

funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or

attempting to influence an officer or employee of an agency, a Member of Congress, an officer or

employee of Congress, or an employee of a Member of Congress in connection with the awarding of any

Federal contract, the making of any Federal grant, the making of any Federal loan, the entering A-48 into

of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of

any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal

appropriated funds have been paid or will be paid to any person for influencing or attempting to influence

an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an

employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative

agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report

Lobbying,” in accordance with its instructions. 3. The undersigned shall require that the language of this

certification be included in the award documents for all sub-awards at all tiers (including subcontracts,

sub-grants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall

certify and disclose accordingly. This certification is a material representation of fact upon which reliance

was placed when this transaction was made or entered into. Submission of this certification is a

prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any

person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000

and not more than $100,000 for each such failure.

__________________________ Signature of Consultant’s Authorized Agent

__________________________ Name and Title of Consultant’s Authorized Agent

__________________________ Date

RFP EXHIBIT D FEDERAL AND STATE CLAUSES AND OVERLAYS

FEDERAL, STATE, AND LOCAL LAWS.

A) CONSULTANT warrants and covenants that it shall fully and completely comply with

all applicable Federal, State and local laws and ordinances, and all lawful orders, rules

and regulations issued by any YCTD with jurisdiction in all aspects of its performance of

this Agreement.

B) Federal Grant Conditions. This Agreement is subject to a financial assistance contract

between YCTD and the United States of dispute (hereinafter “Federal Government”),

acting through the Department of Transportation (hereinafter “U. S. DOT”), and Federal

Transit Administration (hereinafter “FTA”). Consultant shall at all times comply with all

applicable FTA regulations, policies, procedures and directives including without

limitation those listed directly or by reference in the procedures and directives including

without limitation those listed directly or by reference in the FTA Master Agreement

between YCTD and FTA, as amended, and are incorporated herein by this reference.

The CONSULTANT shall comply with these FTA requirements and as they may be

amended or promulgated from time to time during the term of this Agreement. The

CONSULTANT shall not perform any act, fail to perform any act, or refuse to comply

with any California Department of Transportation requests or YCTD directives which

would cause the California Department of Transportation or YCTD to be in violation of

the FTA terms and conditions. The CONSULTANT shall not perform any act, fail to

perform any act, or refuse to comply with any Awarding Agency requests which would

cause the Awarding Agency to be in violation of the FTA terms and conditions.

C) Fly America. (transportation of persons or property by air)

The CONSULTANT agrees to comply with 49 USC 40118 (the "Fly America" Act) in

accordance with the General Services Administration's regulations at 41 CFR Part 301-

10, which provide that recipients and subrecipients of Federal funds and their consultants

are required to use U.S. Flag air carriers for U.S Government-financed international air

travel and transportation of their personal effects or property, to the extent such service is

available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly

America Act. The CONSULTANT shall submit, if a foreign air carrier was used, an

appropriate certification or memorandum adequately explaining why service by a U.S.

flag air carrier was not available or why it was necessary to use a foreign air carrier and

shall, in any event, provide a certificate of compliance with the Fly America

requirements. The CONSULTANT agrees to include the requirements of this section in

all subcontracts that may involve international air transportation.

C) Charter Bus Requirements. The CONSULTANT agrees to comply with 49 USC

5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA

assistance are prohibited from providing charter service using federally funded equipment

or facilities if there is at least one private charter operator willing and able to provide the

service, except under one of the exceptions at 49 CFR 604.9. Any charter service

provided under one of the exceptions must be "incidental," i.e., it must not interfere with

or detract from the provision of mass transportation.

E) School Bus Requirements. Pursuant to 69 USC 5323(f) and 49 CFR Part 605,

recipients and subrecipients of FTA assistance may not engage in school bus operations

exclusively for the transportation of students and school personnel in competition with

private school bus operators unless qualified under specified exemptions. When

operating exclusive school bus service under an allowable exemption, recipients and

subrecipients may not use federally funded equipment, vehicles, or facilities.

F) Cargo Preference (use of U. S. flag vessel).

The CONSULTANT agrees: (a) to use privately owned United States-Flag commercial

vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk

carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment,

material, or commodities pursuant to the underlying contract to the extent such vessels

are available at fair and reasonable rates for United States-Flag commercial vessels; (b)

to furnish within 20 working days following the date of loading for shipments originating

within the United States or within 30 working days following the date of leading for

shipments originating outside the United States, a legible copy of a rated, "on-board"

commercial ocean bill-of-lading in English for each shipment of cargo described in the

preceding paragraph to the Division of National Cargo, Office of Market Development,

Maritime Administration, Washington, DC 20590 and to YCTD (through the

CONSULTANT in the case of a subconsultant's bill-of-lading.) (c) to include these

requirements in all subcontracts issued pursuant to this Agreement when the subcontract

may involve the transport of equipment, material, or commodities by ocean vessel.

G) Energy Conservation.

The CONSULTANT agrees to comply with mandatory standards and policies relating to

energy efficiency which are contained in the state energy conservation plan issued in

compliance with the Energy Policy and Conservation Act.

H) Clean Water.

(1) The CONSULTANT agrees to comply with all applicable standards, orders or

regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33

USC 1251 et seq. The CONSULTANT agrees to report each violation to YCTD and

understands and agrees that YCTD will, in turn, report each violation as required to

assure notification to FTA and the appropriate EPA Regional Office.

(2) The CONSULTANT also agrees to include these requirements in each subcontract

exceeding $100,000 financed in whole or in part with Federal assistance provided by

FTA.

I) Clean Air


regulations issued pursuant to the Clean Air Act, as amended, 42 USC §§ 7401 et seq.

The CONSULTANT agrees to report each violation to YCTD and understands and

agrees that YCTD will, in turn, report each violation as required to assure notification to

FTA and the appropriate EPA Regional Office.



FTA.

J) Recycled Products.

The CONSULTANT agrees to comply with all the requirements of Section 6002 of the

Resource Conservation and Recovery Act (RCRA), as amended (42 USC 6962),

including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive

Order 12873, as they apply to the procurement of the items designated in Subpart B of 40

CFR Part.

K) Lobbying.

(1) Consultants who apply or bid for an award of $100,000 or more shall file the

certification required by 49 CFR Part 20, "New Restrictions on Lobbying." Each tier

certifies to the tier above that it will not and has not used Federal appropriated funds to

pay any person or organization for influencing or attempting to influence an officer or

employee of any agency, a member of Congress, officer or employee of Congress, or an

employee of a member of Congress in connection with obtaining any Federal contract,

grant or any other award covered by 31 USC 1352. Each tier shall also disclose the name

of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying

contacts on its behalf with non-Federal funds with respect to that Federal contract, grant

or award covered by 31 USC 1352. Such disclosures are forwarded from tier to tier up to

YCTD.



FTA.

L) Access to Records and Reports

(1) Where YCTD is the FTA Recipient or a sub-grantee of the FTA Recipient in

accordance with 49 USC 5325(a) enters into a contract for a capital project or

improvement (defined at 49 USC 5302(a)(1) through other than competitive bidding, the

CONSULTANT shall make available records related to the contract to YCTD, the

Secretary of Transportation and the Comptroller General or any authorized officer or

employee of any of them for the purposes of conducting an audit and inspection.

(2) The CONSULTANT agrees to permit any of the foregoing parties to reproduce by

any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

(3) The CONSULTANT agrees to maintain all books, records, accounts and reports

required under this Agreement for a period of not less than three years after the date of

termination or expiration of this Agreement, except in the event of litigation or settlement

of claims arising from the performance of this Agreement, in which case Consultant

agrees to maintain same until YCTD, the FTA Administrator, the Comptroller General,

or any of their duly authorized representatives, have disposed of all such litigation,

appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).

(4) The Awarding Agency, the California Department of Transportation, the State

Auditor General, and any duly authorized representative of the Federal government shall

have access to any books, records, and documents of the CONSULTANT and its

subconsultants that are pertinent to this Contract of audits, examinations, excerpts, and

transactions, and copies thereof shall be furnished if requested. The CONSULTANT

shall include a clause to this effect in every subagreement entered into relative to the

PROJECT.

(5) Record Keeping

The CONSULTANT and all subconsultants shall maintain all books, documents, papers,

accounting records, and other evidence pertaining to the performance of this Contract. All

parties shall make such materials available at their respective offices at all reasonable

times during the performance and for three (3) years from the date of final payment under

this Contract and all subagreements.

(6) Accounting Records

The CONSULTANT shall establish and maintain separate accounting records and

reporting procedures specified for the fiscal activities of the PROJECT. The

CONSULTANT’S accounting system shall conform to

generally accepted accounting principles (GAAP) and uniform standards that may be

established by California Department of Transportation. All records shall provide a

breakdown of total costs charged to the PROJECT including properly executed payrolls,

time records, invoices, and vouchers.

M) Federal Changes

Consultant shall at all times comply with all applicable FTA regulations, policies,

procedures and directives, including without limitation those listed directly or by

reference in the Master Agreement between YCTD and FTA, as they may be amended or

promulgated from time to time during the term of this Agreement. Consultant's failure to

so comply shall constitute a material breach of this Agreement.

N) No Obligation to Third-Parties by use of a Disclaimer

A. No Federal Government Obligation to Third Parties. The CONSULTANT agrees that,

absent of the Federal Government’s express written consent, the Federal Government

shall not be subject to any obligations or liabilities to any consultant, any third-party

consultant, or any other person not a party to the Grant Agreement in connection with the

performance of the PROJECT. Notwithstanding any concurrence provided by the Federal

Government in or approval of any solicitation, or third-party agreement, the Federal

Government continues to have no obligation or liabilities to any party, including the

CONSULTANT or third-party consultant.

B. Third-Party Contracts and Subagreements Affected. To the extent applicable, federal

requirements extend to third-party consultants and their contracts at every tier, and to the

subagreements of third party consultants and the subagreements at every tier.

Accordingly, the CONSULTANT agrees to include, and to require its third-party

consultants to include appropriate clauses in each third-party contract and each

subagreement financed in whole or in part with financial assistance provided by the FTA.

C. No Relationship between the California Department of Transportation and Third-Party

Consultants. Nothing contained in this Contract or otherwise, shall create any contractual

relationship, obligation or liability between the California Department of Transportation

and any third-party consultants, and no third-party contract shall relieve the

CONSULTANT of his responsibilities and obligations hereunder. The CONSULTANT

agrees to be fully responsible to the Awarding Agency for the acts and omissions of its

third-party consultants and of persons either directly or indirectly employed by any of

them as it is for the acts and omissions of persons directly employed by the

CONSULTANT. The CONSULTANT’S obligation to pay its third-party consultants is

an independent obligation from the Awarding Agency’s obligation to make payments to

the CONSULTANT. As a result, the California Department of Transportation shall have

no obligation to pay or to enforce the payment of any moneys to any third-party

consultant.

D. Obligations on Behalf of the California Department of Transportation. The

CONSULTANT shall have no authority to contract for or on behalf of, or incur

obligations on behalf of the California Department of Transportation.

E. Awarding Agency Approval of Subagreements. The Awarding Agency shall approve

in writing all proposed Subagreements, Memorandums of Understanding (MOU), or

similar documents relating to the performance of the Contract prior to implementation.

The CONSULTANT agrees that it will not enter into any Subagreements unless the same

are approved in writing by the Awarding Agency. Any proposed amendments or

modifications to such Subagreements must be approved by the Awarding Agency prior to

implementation.

O) Program Fraud and False or Fraudulent Statements or Related.

(1) The CONSULTANT acknowledges that the provisions of the Program Fraud Civil

Remedies Act of 1986, as amended, 31 USC §§ 3801 et seq and U.S. DOT regulations,

"Program Fraud Civil Remedies," 49 CFR Part 31 apply to its actions pertaining to this

Project. Upon execution of the underlying contract, the CONSULTANT certifies or

affirms the truthfulness and accuracy of any statement it has made, it makes, it may make,

or causes to be made, pertaining to the underlying contract or the FTA assisted project for

which this Agreement work is being performed. In addition to other penalties that may be

applicable, the CONSULTANT further acknowledges that if it makes, or causes to be

made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the

Federal Government reserves the right to impose the penalties of the Program Fraud Civil

Remedies Act of 1986 on the CONSULTANT to the extent the Federal Government deems

appropriate.

(2) The CONSULTANT also acknowledges that if it makes, or causes to be made, a

false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal

Government under a contract connected with a project that is financed in whole or in part

with Federal assistance originally awarded by FTA under the authority of 49 USC §

5307, the Government reserves the right to impose the penalties of 18 USC § 1001 and

49 USC § 5307(n)(1) on the CONSULTANT, to the extent the Federal Government

deems appropriate.

(3) The CONSULTANT agrees to include the above two clauses in each subcontract

financed in whole or in part with Federal assistance provided by FTA. It is further agreed

that the clauses shall not be modified, except to identify the subconsultant who will be

subject to the provisions.

P) Government-Wide Debarment and Suspension .

This Agreement is a covered transaction for purposes of 49 CFR Part 29. As such, the

CONSULTANT is required to verify that none of the CONSULTANT, its principals, as

defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or

disqualified as defined at 49 CFR 29.940 and 29.945.

The CONSULTANT is required to comply with 49 CFR 29, Subpart C and must include

the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered

transaction it enters into.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by YCTD.

If it is later determined that the bidder or proposer knowingly rendered an erroneous

certification, in addition to remedies available to YCTD, the Federal Government may

pursue available remedies, including but not limited to suspension and/or debarment.

The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C

while this offer is valid and throughout the period of any contract that may arise from this

offer. The bidder or proposer further agrees to include a provision requiring such

compliance in its lower tier covered transactions.

Q) Privacy Act.

The following requirements apply to the CONSULTANT and its employees that

administer any system of records on behalf of the Federal Government under any

contract:

(1) The CONSULTANT agrees to comply with, and assures the compliance of its

employees with, the information restrictions and other applicable requirements of the

Privacy Act of 1974, 5 USC § 552a. Among other things, the CONSULTANT agrees to

obtain the express consent of the Federal Government before the CONSULTANT or its

employees operate a system of records on behalf of the Federal Government. The

CONSULTANT understands that the requirements of the Privacy Act, including the civil

and criminal penalties for violation of that Act, apply to those individuals involved, and

that failure to comply with the terms of the Privacy Act may result in termination of the

underlying contract.

(2) The CONSULTANT also agrees to include these requirements in each subcontract to

administer any system of records on behalf of the Federal Government financed in whole

or in part with Federal assistance provided by FTA.

R) Civil Rights.

The following requirements apply to the underlying Agreement:

(1) Nondiscrimination: In accordance with Title VI of the Civil Rights Act, as

amended, 42 USC § 2000d, section 303 of the Age Discrimination Act of 1975, as

amended, 42 USC § 6102, section 202 of the Americans with Disabilities Act of 1990, 42

USC § 12132, and Federal transit law at 49 USC § 5332, the CONSULTANT agrees that

it will not discriminate against any employee or applicant for employment because of

race, color, creed, national origin, sex, age, or disability. In addition, the

CONSULTANT agrees to comply with applicable Federal implementing regulations and

other implementing requirements FTA may issue.

(2) Equal Employment Opportunity: The following equal employment opportunity

requirements apply to the underlying contract. (a) Race, Color, Creed, National

Origin, Sex: In accordance with Title VII of the Civil Rights Act, as amended, 42 USC §

2000e, and Federal transit laws at 49 USC § 5332, the CONSULTANT agrees to comply

with all applicable equal employment opportunity requirements of U.S. Department of

Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal

Employment Opportunity, Department of Labor," 41 CFR Parts 60 et seq (which

implement Executive Order No. 11246, "Equal Employment Opportunity," as amended

by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal

Employment Opportunity," 42 USC § 2000e note), and with any applicable Federal

statutes, executive orders, regulations, and Federal policies that may in the future affect

construction activities undertaken in the course of the Project. The CONSULTANT

agrees to take affirmative action to ensure that applicants are employed, and that

employees are treated during employment, without regard to their race, color, creed,

national origin, sex, or age. Such action shall include, but not be limited to, the

following: employment, upgrading, demotion or transfer, recruitment or recruitment

advertising, layoff or termination; rates of pay or other forms of compensation; and

selection for training, including apprenticeship. In addition, the CONSULTANT agrees

to comply with any implementing requirements FTA may issue. (b) Age: In accordance

with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29

USC § 623 and Federal transit law at 49 USC § 5332, the CONSULTANT agrees to

refrain from discrimination against present and prospective employees for reason of age.

In addition, the CONSULTANT agrees to comply with any implementing requirements

FTA may issue. (c) Disabilities: In accordance with section 102 of the Americans with

Disabilities Act, as amended, 42 USC § 12112, the CONSULTANT agrees that it will

comply with the requirements of U.S. Equal Employment Opportunity Commission,

"Regulations to Implement the Equal Employment Provisions of the Americans with

Disabilities Act," 29 CFR Part 1630, pertaining to employment of persons with

disabilities. In addition, the CONSULTANT agrees to comply with any implementing

requirements FTA may issue.


financed in whole or in part with Federal assistance provided by FTA, modified only if

necessary to identify the affected parties.

S) Transit Employee Protective Agreements.

(1) The CONSULTANT agrees to comply with applicable transit employee protective

requirements as follows:

(a) General Transit Employee Protective Requirements: To the extent that FTA

determines that transit operations are involved, the CONSULTANT agrees to carry out

the transit operations work on the underlying contract in compliance with terms and

conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect

the interests of employees employed under this Agreement and to meet the employee

protective requirements of 49 USC A 5333(b), and U.S. DOL guidelines at 29 CFR Part

215, and any amendments thereto. These terms and conditions are identified in the letter

of certification from the U.S. DOL to FTA applicable to YCTD’s project from which

Federal assistance is provided to support work on the underlying contract. The

CONSULTANT agrees to carry out that work in compliance with the conditions stated in

that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to

any contract financed with Federal assistance provided by FTA either for projects for

elderly individuals and individuals with disabilities authorized by 49 USC § 5310(a)(2),

or for projects for nonurbanized areas authorized by 49 USC § 5311. Alternate

provisions for those projects are set forth in subsections (b) and (c) of this clause.

(b) Transit Employee Protective Requirements for Projects Authorized by 49 USC: §

5310(a)(2) for Elderly Individuals and Individuals with Disabilities: If the contract

involves transit operations financed in whole or in part with Federal assistance authorized

by 49 USC § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or

determines in the future that the employee protective requirements of 49 USC § 5333(b)

are necessary or appropriate for the state and YCTD for which work is performed on the

underlying contract, the CONSULTANT agrees to carry out the Project in compliance

with the terms and conditions determined by the U.S. Secretary of Labor to meet the

requirements of 49 USC § 5333(b), U.S. DOL guidelines at 29 CFR Part 215, and any

amendments thereto. These terms and conditions are identified in the U.S. DOL's letter

of certification to FTA, the date of which is set forth Grant Agreement or Cooperative

Agreement with the state. The CONSULTANT agrees to perform transit operations in

connection with the underlying contract in compliance with the conditions stated in that

U.S. DOL letter.

(c) Transit Employee Protective Requirements for Projects Authorized by 49 USC: §

5311 in Nonurbanized Areas: If the contract involves transit operations financed in

whole or in part with Federal assistance authorized by 49 USC § 5311, the

CONSULTANT agrees to comply with the terms and conditions of the Special Warranty

for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation

and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any

revision thereto.

(2) The CONSULTANT also agrees to include the any applicable requirements in each

subcontract involving transit operations financed in whole or in part with Federal

assistance provided by FTA.

T) Disadvantaged Business Enterprise (DBE)

(1) Policy: It is YCTD’s policy and objective to promote and maintain a level playing

field for DBE’s in YCTD and Federal-aid contracts. It is YCTD’s policy to ensure

nondiscrimination in the award and administration of U.S. DOT assisted contracts based

on the requirements of 49 CFR Parts 21 and 26.

(2) DBE Obligation: The CONSULTANT agrees to ensure that disadvantaged business

enterprises as defined in 49 CFR Part 26 have the maximum opportunity to participate in

the performance of contracts and subcontracts financed in whole or in part with Federal

funds provided under this Agreement. In this regard all consultants shall take all

necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that

disadvantaged business enterprises have the maximum opportunity to compete for and

perform contracts. Consultant shall not discriminate on the basis of race, creed, color,

national origin, age, or sex in the award of and performance of DOT assisted contracts.

U) State and Local Law Disclaimer

Consultant shall keep itself informed of, comply with, and shall cause all of its agents,

employees, suppliers and subconsultants of any tier to observe and comply with all

applicable State and local laws, regulations, and policies, including, but not limited to, all

applicable terms and conditions prescribed for third party contracts by the U. S.

Department of Transportation (DOT) and the Federal Transit Administration (FTA). It is

the CONSULTANT’s responsibility to know and to comply with all state laws and

regulations and local ordinances relating to public works projects which in any manner

affect those engaged or employed in the work, or the materials used in the work, or which

in any way affect the conduct of the work. If Consultant discovers any discrepancy or

inconsistency between the plans, drawings, specifications, or contract for the work and

any law, ordinance, regulation, order or decree; the CONSULTANT shall immediately

provide written notice to YCTD’s Executive Director, or his/her designee,.

V) Incorporation of Federal Transit Administration (FTA) Terms

The preceding provisions include, in part, certain Standard Terms and Conditions

required by DOT, whether or not expressly set forth in the preceding contract provisions.

All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, as

amended, are hereby incorporated by reference. Anything to the contrary herein

notwithstanding, all FTA mandated terms shall be deemed to control in the event of a

conflict with other provisions contained in this Agreement. The CONSULTANT shall

not perform any act, fail to perform any act, or refuse to comply with any YCTD

requests, which would cause YCTD to be in violation of the FTA terms and conditions.

W) Drug-Free Workplace and Drug and Alcohol Testing

The CONSULTANT certifies by signing a Contract with the Awarding Agency that it

will provide a drug-free workplace, and shall establish policy prohibiting activities

involving controlled substances in compliance with Government Code Section 8355, et

seq. The CONSULTANT is required to include the language of this paragraph in award

documents for all sub-awards at all tiers (including subagreements, sub-grants, and

contracts under grants, loans, and cooperative agreements) and that all awarding agencies

shall disclose accordingly. To the extent the CONSULTANT, any third-party consultant

at any tier, any awarding agency at any tier, or their employees, perform a safety sensitive

function under the PROJECT, the CONSULTANT agrees to comply with, and assure the

compliance of each affected third-party consultant at any tier, each affected awarding

agency at any tier, and their employees with 49 U.S.C. Section 5331, and the FTA

regulations, “Prevention of Alcohol Misuse and Prohibited Drug use in Transit

Operations,” 49 CFR Part 655.

The CONSULTANT agrees to establish and implement a drug and alcohol testing

program that complies with 49 CFR Part 655, produce any documentation necessary to

establish its compliance with Part 655, and permit any authorized representative of the

United States Department of Transportation or its operating administrations, the

California Department of Transportation, or the Awarding Agency to inspect the facilities

and records associated with the implementation of the drug and alcohol testing program

as required under 49 CFR Part 655 and review the testing process. The CONSULTANT

agrees further to certify annually its compliance with Part 655 before February 15th of

each year and to submit the Management Information System (MIS) reports before

February 15th to YCTD’s Executive Assistant, 350 Industrial Way, Woodland, CA. To

certify compliance the CONSULTANT shall use the "Substance Abuse Certifications" in

the "Annual List of Certifications and Assurances for Federal Transit Administration

Grants and Cooperative Agreements," which is published annually in the Federal

Register.

X) Equal Employment Opportunity/Basic Requirements.

In connection with the execution of this Agreement, the CONSULTANT shall not

discriminate against any employee or applicant for employment because of race, religion,

color, sex, age, or national origin. The CONSULTANT shall take affirmative action to

ensure that applicants are employed, and that employees are treated during employment

without regard to their race, color, religion, sex, age, or national origin. Such action shall

include, but not be limited to, the following: employment, upgrading, demotion or

transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or

other forms of compensation, and selection for training, including apprenticeship.

Consultant further agrees to insert a similar provision in all subcontracts, except

subcontracts for standard commercial supplies or raw materials.

Y) CONTRACT WORK HOURS AND SAFETY STANDARDS.

(1) Overtime Requirements. No consultant or subconsultant contracting for any part of

the contract work which may require or involve the employment of laborers or mechanics

shall require or permit any such laborer or mechanic in any workweek in which he or she

is employed on such work to work in excess of forty hours in such workweek unless such

laborer or mechanic receives compensation at a rate not less than one and one-half times

the basic rate of pay for all hours worked in excess of forty hours in such workweek.

(2) Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any

violation of the clause set forth in paragraph (1) of this section the consultant and any

subconsultant responsible therefore shall be liable for the unpaid wages. In addition, such

consultant and subconsultant shall be liable to the United States for liquidated damages.

Such liquidated damages shall be computed with respect to each individual laborer or

mechanic, including watchmen and guards, employed in violation of the clause set forth

in paragraph (1) of this section, in the sum of $10 for each calendar day on which such

individual was required or permitted to work in excess of the standard workweek of forty

hours without payment of the overtime wages required by the clause set forth in

paragraph (1) of this section.

(3) Withholding for Unpaid Wages and Liquidated Damages. YCTD shall upon its own

action or upon written request of an authorized representative of the Department of Labor

withhold or cause to be withheld, from any moneys payable on account of work

performed by the consultant or subconsultant under any such contract or any other

Federal contract with the same prime consultant, or any other federally-assisted contract

subject to the Contract Work Hours and Safety Standards Act, which is held by the same

prime consultant, such sums as may be determined to be necessary to satisfy any

liabilities of such consultant or subconsultant for unpaid wages and liquidated damages as

provided in the clause set forth in paragraph 2) of this section.

(4) Nonconstruction Grants. The CONSULTANT or subconsultant shall maintain

payrolls and basic payroll records during the course of the work and shall preserve them

for a period of three years from the completion of the contract for all laborers and

mechanics, including guards and watchmen, working on the contract. Such records shall

contain the name and address of each such employee, social security number, correct

classifications, hourly rates of wages paid, daily and weekly number of hours worked,

deductions made, and actual wages paid. Further, YCTD shall require the contracting

officer to insert in any such contract a clause providing that the records to be maintained

under this paragraph shall be made available by the CONSULTANT or subconsultant for

inspection, copying, or transcription by authorized representatives of DOT and the

Department of Labor, and the CONSULTANT or subconsultant will permit

representatives to interview employees during working hours on the job.

(5) Subcontracts. The CONSULTANT or subconsultant shall insert in any subcontracts

the clauses set forth in subparagraph (1) through (5) of this section and also a clause

requiring subconsultants to include these clauses in any lower tier subcontracts. The

prime consultant shall be responsible for compliance by any subconsultant or lower tier

subconsultant with the clauses set forth in subparagraph (1) through (5) of this section.

Z) Conflict of Interest.

No employee, officer, or agent of YCTD shall participate in selection, or in the award or

administration of a contract if a conflict of interest, real or apparent, would be involved.

Such a conflict would arise when the employee, officer or agent, any member of his

immediate family, an organization which employs, or is about to employ, has a financial

or other interest in the firm selected for award.

YCTD's officers, employees, or agents shall neither solicit nor accept gratuities, favors or

anything of monetary value from consultants, potential consultants, or parties of

subagreements.

AA) Interest of Members of, or Delegates to, Congress.

In accordance with U.S.C. Section 431, no member of, or delegates to, the Congress of

the United States shall be admitted to a share or part of this Agreement or to any benefit

arising therefrom.

BB) It shall be a condition of this CONTRACT, and shall be made a condition of each

subcontract entered into pursuant to this Agreement, that the CONSULTANT and any

subconsultant shall not require any laborer or mechanic employed in connection with the

performance of the CONTRACT to work under working conditions which are unsanitary,

hazardous or dangerous to his health or safety, as determined under the California

Occupational Safety and Health Act of 1973 (Chapter 993, Statute of 1973).

CC) Consultant shall comply with the requirements of the California Fair Employment and

Housing Act.

DD) CONSULTANT shall hold YCTD, the U.S. Department of Transportation and the State

of California harmless from any claims or charges by reason of CONSULTANT's or any

subconsultant's failure to comply with the above Acts or any regulations adopted

pursuant thereto and shall reimburse YCTD for any fines, damages or expenses of any

kind incurred by it by reason of said failure.

EE) Other Non-Discrimination.

i. Non-Discrimination in Service. CONSULTANT shall not discriminate, nor

allow any of its officers, employees, or agents to discriminate against any passenger or

patron because of race, color, sex, age, or national origin or ancestry.

ii. Notice of Discrimination Complaint. CONSULTANT shall notify YCTD of any

discrimination complaints.

iii. CONSULTANT shall, at its sole cost and expense, conform to any final orders

issued by any State or Federal agency with jurisdiction to correct CONSULTANT's

discrimination in employment and/or ridership and shall fully save harmless and

indemnify YCTD in this regard.

FF) Buy America

The CONSULTANT shall comply with the Buy-America requirements of 49 U.S.C.

5323(j) and 49 CFR Part 661 for all procurements of steel, iron, and manufactured

products used in PROJECT. Buy-America requirements apply to all purchases, including

materials and supplies funded as operating costs, if the purchase exceeds the threshold for

small purchases (currently $100,000.00). Separate requirements for rolling stock are set

out at 49 U.S.C. 5323(j)(2)(c) and 49 CFR 661.11. Rolling stock must be assembled in the

United States and have a 60 percent domestic content.

GG) Vehicle Operator Licensing

The CONSULTANT is required to comply with all applicable requirements of the Federal Motor

Carrier Safety Administration regulations and the California Vehicle Code including, but

not limited to, the requirement that all vehicle operators have a valid State of California

driver’s license, including any special operator license that may be necessary for the type of

vehicle operated.

HH) Prompt Payment and Return of Retainage

A. All payments, including payments by the CONSULTANT to any third-party, shall be

made in accordance with, and in the time specified in, California Government Code,

Chapter 4.5, commencing with Section 927.

B. The CONSULTANT shall not withhold retention from any subconsultant, nor shall

the Awarding Agency withhold retention from CONSULTANT.

C. The CONSULTANT must pay subconsultants within 7 days of receipt of each

progress payment under Public Contract Code sections 10262 and 10262.5 or

Business and Professions Code sections 7108.5, as applicable.

II) Intelligent Transportation Systems (ITS) National Architecture

To the extent applicable, the CONSULTANT agrees to conform to the National Intelligent

Transportation System (ITS) Architecture and Standards as required by 23 U.S.C. Section

517(d), 23 U.S.C. Section 512 note, and 23 CFR Part 655 and 940, and follow the provisions

of the FTA Notice, “FTA National ITS Architecture Policy on Transit projects,” 66 Fed. Reg.

1455 et seq., January 8, 2001, and any other implementing directives the FTA may issue at a

later date, except to the extent the FTA determines otherwise in writing.

JJ) Section 504 and Americans with Disabilities Act Program Requirements

The CONSULTANT will comply with 49 CFR Parts 27, 37, and 38, implementing and

Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, 29 U.S.C.

Section 794, as amended.

RFP EXHIBIT E

LISTING OF SUBCONSULTANTS AND DBE PARTICIPATON

The Consultant declares that it has contacted the subconsultants listed below, and has made

arrangements covering hourly rates and other terms which may materially affect the Agreement,

contingent upon successfully entering into a contract with YCTD, with the following subcontractors:

Name/Address of

Subcontractor

DBE?

yes/no

Amount of

Subcontract

Description of Work

1.

2.

3.

4.

5.

6.

NOTE: The above DBE/EEO Affidavit is part of Consultant’s Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this DBE/EEO Affidavit.

Authorized Agent Signature Date

Authorized Agent Name and Title Name of Firm

RFP ATTACHMENT 1 DRAFT AGREEMENT

AGREEMENT NO. 2018-XX

Agreement for Professional Services Contract for a Comprehensive Operational Analysis

THIS AGREEMENT (“Agreement”) is made and entered into this 10th day of December, 2018, by and between

the Yolo County Transportation District, a political subdivision of the State of California (“District”) and [insert consultant]

(“Consultant”).

WITNESSETH

WHEREAS, the District is authorized by Government Code Section 23004 to make contracts as necessary for the

exercise of its powers; and

WHEREAS, the District desires to obtain professional services to complete a Comprehensive Operational Analysis

(“COA”) of the Yolo County Transportation District’s public transit services, funding, and administration policies and

practices; and

WHEREAS, the District circulated and distributed a request for proposals, an excerpt of which is attached as

Agreement Exhibit A; and

WHEREAS, the Consultant submitted a proposal to professional services to complete a Comprehensive

Operational Analysis (“COA”) of the Yolo County Transportation District’s public transit services, funding, and

administration policies and practices, an excerpt of which is attached as Agreement Exhibit B; and

WHEREAS, Consultant has represented to the District that it has the necessary training, experience, and

competency to provide the services, goods and materials that are described in this Agreement, at a cost to the District as

herein specified; that it will be able to perform the herein described services at reasonable cost to the District by virtue of

its current and specialized knowledge of relevant data, issues, and conditions; and that it will do so in a manner consistent

with and furthering of the Values of the District; and

WHEREAS, Consultant represents and warrants that neither Consultant, nor any of its officers, agents, employees,

consultants, subconsultants, volunteers, or five percent owners, is excluded or debarred from participating in or being paid

for participation in any Federal or State program; and

WHEREAS, Consultant further represents and warrants that no conditions or events now exist which give rise to

Consultant or any of its officers, agents, employees, consultants, subconsultants, volunteers or five percent owners being

excluded or debarred from any Federal or State program; and

WHEREAS, Consultant understands that the District is relying upon these representations in entering into this

Agreement.

NOW, THEREFORE, the District and the Consultant agree as follows:

/ / /

I. SCOPE OF WORK

A. Consultant shall furnish and perform the following services in accordance with Agreement Exhibits A-B,

and in a manner satisfactory to the Executive Director or his/her written designee (“Director”). These services

include the following tasks and subtasks:

[FINAL SCOPE OF WORK WILL BE INSERTED INTO AGREEMENT]

B. More specifically, the Consultant shall provide the full range of services with regard to the projects

described above. Consultant will provide all equipment, personnel, labor, and materials necessary to provide the

foregoing services in accordance with this Agreement.

C. The complete contract shall include the following Agreement Exhibits attached hereto and incorporated

herein:

Agreement Exhibit A RFP Excerpt

Agreement Exhibit B Proposal Excerpt and Budget

Agreement Exhibit C Workers’ Comp. Certificate

Agreement Exhibit D Federal and State Clauses and Overlays

In the event of any conflict between any of the provisions of this Agreement (including Exhibits),

the provision that requires the highest level of performance from Consultant for the District's benefit shall prevail.

D. Consultant shall comply with all applicable provisions of the Federal Transit Administration, State

contract(s), and those provisions are incorporated herein as if fully set forth in this place and found in Agreement

Exhibit D.

E. The Director may approve modifications of the term, scheduling, billing rates, and allocation of funds

between the tasks and subtasks (if any) set forth above, provided that there is no increase in the total compensation

as set forth in Paragraph III of this Agreement.

II. COMPENSATION AND REIMBURSEMENT OF EXPENSES

A. For the services described in Paragraph I above, and subject to the condition that

the services have been completed in a manner satisfactory to the Director or his/her designee, Consultant

shall be compensated as shown in Agreement Exhibit B.

Provided, however, that the total amount of compensation to be paid to Consultant for the services

required by this Agreement shall not exceed one hundred and fifty thousand dollars ($150,000). In the

determination of hourly fees, time allotments shall be calculated to one-tenth of an hour.

B. Any other provision of this Agreement notwithstanding, because portions of this Agreement may be funded

by a Federal or State Contract, the District’s obligation to compensate Consultant pursuant to this Agreement is

contingent upon, and subject to, the District’s receipt of such funding from the Federal Government or State, and

the absence or removal of any constraints imposed by the Federal Government or State upon such receipt and

payment.

III. METHOD OF PAYMENT

A. Within thirty (30) days of the completion of each subtask identified in Paragraph I in a manner that is

satisfactory to the Director, the Consultant shall submit an invoice detailing the services provided, the person(s)

providing the service, the amount of time spent by each person providing the service calculated to the one-tenth of

an hour, the rate per hour charged for each person providing service, and an itemization of the actual expenses for

which reimbursement is requested. Any claim for additional services pursuant to Paragraph II shall also include a

copy of the Director’s written approval in advance of such services being provided. If requested by the District,

Consultant shall provide any further documentation to verify the compensation and reimbursement sought by

Consultant.

B. Within fifteen (15) calendar days of the receipt of Consultant’s detailed invoice, the Director shall either

authorize payment or advise Consultant in writing of any concerns that the Director has with the invoice and any

need for further documentation.

C. Within thirty (30) calendar days of the Director’s authorization for payment of an invoice, the Deputy

Director of Finance, Grants and Procurement shall either issue the payment or advise Consultant in writing of any

concerns that the Deputy Director of Finance, Grants and Procurement has with the request and any need for further

documentation.

IV. OWNERSHIP OF DOCUMENTS AND WORK PRODUCTS

All professional and technical documents and information developed under this Agreement, and all work products, including

writings, work sheets, reports, and related data, materials, copyrights and all other rights and interests therein, shall become

the property of the District, and Consultant agrees to deliver and assign the foregoing to the District, upon completion of

the services hereunder or upon any earlier termination of this Agreement. Consultant assigns the work products, as and

when the same shall arise, for the full terms of protection available throughout the world. In addition, basic data prepared

or obtained under this Agreement shall be made available to the District without restriction or limitation on their use.

No additional charge will be made for any of the foregoing.

V. RECORDS; ACCESS, RETENTION

Consultant shall retain and make available for review by the District and its designees all records, documents, and general

correspondence relating to this Agreement and the services required hereunder for a period of not less than five (5) years

after receipt of final payment or until all pending audits and proceedings are completed, whichever is later. Consultant shall

make such records available for inspection and copying by the District and its designees at any reasonable time. At least

thirty (30) calendar days prior to any destruction of these records following the four years, Consultant shall notify the

Director. Upon such notification, the Director shall either agree to the destruction or authorize the records to be forwarded

to the District for further retention.

VI. DISPUTES

Any dispute arising under this Agreement shall be decided by the Executive Director who shall put his or her decision in

writing and mail a copy thereof to the address for the notice to Consultant. The decision of the Executive Director shall be

final unless, within thirty (30) days from the date such copy is mailed to Consultant, Consultant appeals the decision in

writing to the Board of Directors. Any such written appeal shall detail the reasons for the appeal and contain copies of all

documentation supporting Consultant's position. In connection with any appeal proceeding under this paragraph, Consultant

shall be afforded the opportunity to be heard and offer evidence in support of its appeal to the Board of Directors at a regular

Board meeting. Pending a final decision of the dispute, Consultant shall proceed diligently with the performance of this

Agreement and in accordance with the Executive Director's decision. The decision of the Board of Directors on the appeal

shall be final for purposes of exhaustion of administrative remedies.

VII. TERM AND TERMINATION

A. The term of this Agreement shall be from December 10, 2018 through June 30, 2020 unless sooner

terminated as hereinafter provided.

B. Should either party fail to substantially perform its obligations in accordance with this Agreement, the other

party may notify the defaulting party of such default in writing and provide not less than thirty (30) days to cure the

default. Such notice shall describe the default, and shall not be deemed a forfeiture or termination of this Agreement.

If such default is not cured within said thirty day period (or such longer period as is specified in the notice or agreed

to by the parties), the party that gave notice of default may terminate this Agreement upon not less than fifteen (15)

days advance written notice. In the event of such termination based upon Consultant default, the District reserves

the right to purchase or obtain the supplies or services elsewhere, and Consultant shall be liable for the difference

between the prices set forth herein and the actual cost thereof to the District. The foregoing notwithstanding, neither

party waives the right to recover damages against the other for breach of this Agreement.

C. This Agreement is subject to the District, the State of California and the United States appropriating and

approving sufficient funds for the activities required of the Consultant pursuant to this Agreement. If the District's

adopted budget and/or its receipts from the State of California and the United States do not contain sufficient funds

for this Agreement, the District may terminate this Agreement by giving ten (10) days advance written notice thereof

to the Consultant, in which event the District shall have no obligation to pay the Consultant any further funds or

provide other consideration and the Consultant shall have no obligation to provide any further services pursuant

this Agreement. If the District terminates the Agreement pursuant to this subparagraph, the District will pay

Consultant in accordance with this Agreement for all services performed to the reasonable satisfaction of the

Director before such termination and for which funds have appropriated as required by law.

D. This Agreement may be terminated for any reason by either party at any time during its term, by giving 60

days written notice to the other party.

E. If Consultant, or any of its officers, agents, employees, consultants, subconsultants, volunteers or five

percent owners, becomes excluded, debarred or suspended from participation in Federally or State funded programs,

the District may terminate this Agreement by giving ten (10) days advance written notice thereof to the Consultant.

F. Upon termination of this Agreement or suspension of work by either District or Consultant after final

payment, Consultant shall furnish to District all documents and drawings prepared under this Agreement, whether

complete or incomplete. In the event of termination for any reason, reproducible copies of all finished or unfinished

documents, drawings, maps, models, photographs, and reports prepared by Consultant shall become the sole and

exclusive property of the District and Consultant shall be entitled to receive compensation for any work completed

on such documents and other materials of reasonable satisfactory quality and within the terms and conditions of this

Agreement. All creative work undertaken by Consultant such as sketches, copy, dummies and all preparatory work

for which Consultant is not compensated by the District shall remain the sole and exclusive property of the

Consultant.

G. During and following the term of this Agreement, Consultant shall not use, distribute or otherwise circulate

any of the materials developed pursuant to this Agreement and for which Consultant was compensated by the

District without the express written permission of the Director.

VIII. APPLICABLE LAWS

A. In the performance of the services required by this Agreement, Consultant shall use due professional care

to comply with all applicable Federal, State, and County statutes, ordinances, regulations, directives and laws. This

Agreement is also subject to any additional restrictions or conditions that may be imposed upon the District by the

Federal or State government, including but not limited to those included in Agreement Exhibit D.

B. This Agreement shall be deemed to be executed within the State of California and construed in accordance

with and governed by the laws of the State of California. Any action or proceeding arising out of this Agreement

shall be filed and resolved in a California State court located in Woodland, California. Consultant waives any

removal rights it might have under State or Federal law.

IX. NON-DISCRIMINATION IN SERVICES AND BENEFITS

Consultant certifies that any service provided pursuant to this Agreement shall be without discrimination based on color,

race, creed, national origin, religion, sex, age, sexual preferences, or physical or mental disability in accordance with all

applicable Federal, State and County laws and regulations and any administrative directives established by the District. For

the purpose of this Agreement, distinctions on the grounds of color, race, creed, national origin, religion, sex, age, sexual

preferences, or physical or mental disability include but are not limited to the following: denying a participant any service

or benefit which is different, or is provided in a different manner or at a different time from that provided to other participants

under this Agreement; subjecting a participant to segregation or separate treatment in any way in the enjoyment or any

advantage or privilege enjoyed by others receiving any service or benefit; treating a participant differently from others in

determining whether the participant has satisfied any admission, enrollment quota, eligibility, membership, or other

requirement or condition which individuals must meet in order to be provided any service or benefit; and the assignment of

times or places for the provision of services.

X. CONSULTANT'S RESPONSIBILITIES

A. Consultant shall exercise all of the care and judgment consistent with good practices in the performance of

the services required by this Agreement.

B. To the fullest extent allowed by law, Consultant shall indemnify and hold harmless, the District, its officers

and employees from and against any and all claims, damages, demands, losses, and liability of any kind or nature

to the extent that such arise out of, or result from, negligent performance of the work by Consultant, any

subconsultant, anyone directly or indirectly employed by any of them, or anyone whose acts may cause any of

them be liable. In no event shall the cost to defend charged to the Consultant, any subconsultant, anyone directly

or indirectly employed by any of them, or anyone whose acts may cause any of them to be liable, exceed their

proportionate percentage of fault. These indemnity obligations shall survive the termination or completion of this

Agreement for the full period of time allowed by law. The indemnification obligations of this Agreement are

undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this

Agreement.

C. Consultant shall agree to include the same requirements and provisions of this Agreement, including the

indemnity and Insurance requirements, with any subconsultant to the extent they apply to the scope of the

subconsultant’s work.

In providing any defense under this Paragraph, Consultant shall use counsel reasonably acceptable to the

District Counsel.

XI. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE

A. During the term of this Agreement, Consultant shall at all times maintain, at its expense, the following

coverages and requirements. The comprehensive general liability insurance shall include broad form property

damage insurance.

1. Minimum Coverages (as applicable). Insurance coverage shall be with limits not less than the

following:

a. Comprehensive General Liability – $1,000,000/occurrence and $2,000,000/aggregate

b. Automobile Liability – $1,000,000/occurrence (general) and $500,000/occurrence

(property) (include coverage for Hired and Non-owned vehicles)

c. Professional Liability/Malpractice/Errors and Omissions – $1,000,000/claim and

$2,000,000/aggregate (If any engineer, architect, attorney, accountant, medical professional,

psychologist, or other licensed professional performs work under a contract, the consultant must

provide this insurance. If not, then this requirement automatically does not apply.)

d. Workers’ Compensation – Statutory Limits/Employers’ Liability - $1,000,000/accident

for bodily injury or disease (If no employees, this requirement automatically does not apply.)

2. The District, its officers, employees and volunteers shall be named as additional insured on all but

the workers’ compensation and professional liability coverages. It shall be a requirement under this

Agreement that any available insurance proceeds broader than or in excess of the specified minimum

Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore,

the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this

Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or

proceeds available to the named Insured; whichever is greater.

a. The Additional Insured coverage under the Consultant’s policy shall be “primary and non-

contributory” and will not seek contribution from the District’s insurance and shall be at least as

broad as CG 20 01 04 13.

b. The limits of Insurance required in this Agreement may be satisfied by a combination of

primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be

endorsed to contain a provision that such coverage shall also apply on a primary and non

contributory basis for the benefit of the District (if agreed to in a written contract or agreement)

before the District’s own Insurance or self insurance shall be called upon to protect it as a named

insured.

3. Said policies shall remain in force through the life of this Agreement and, with the exception of

professional liability coverage, shall be payable on a “per occurrence” basis unless the District Risk

Manager specifically consents in writing to a “claims made” basis. For all “claims made” coverage, in

the event that the Consultant cancels insurance coverage Consultant shall purchase “tail” coverage

covering the term of this Agreement and not less than three years thereafter. Proof of such “tail” coverage

shall be required at any time that the Consultant changes to a new carrier prior to receipt of any payments

due.

4. The Consultant shall declare all aggregate limits on the coverage before commencing

performance of this Agreement, and the District’s Risk Manager reserves the right to require higher

aggregate limits to ensure that the coverage limits required for this Agreement as set forth above are

available throughout the performance of this Agreement.

5. Any deductibles or self-insured retentions must be declared to and are subject to the approval of

the District Risk Manager. All self-insured retentions (SIR) must be disclosed to Risk Management for

approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide

or be endorsed to provide that the SIR may be satisfied either by the named Insured or the District.

6. Each insurance policy shall state that coverage shall not be canceled by either party, reduced in

coverage or in limits, except after thirty (30) days’ prior written notice has been given to the Director (ten

(10) days for delinquent insurance premium payments).

7. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII,

unless otherwise approved by the District Risk Manager.

8. The policies shall cover all activities of Consultant, its officers, employees, agents and volunteers

arising out of or in connection with this Agreement.

9. For any claims relating to this Agreement, the Consultant’s insurance coverage shall be primary,

except professional liability and workers compensation, including as respects the District, its officers,

employees and volunteers. Any insurance maintained by the District shall apply in excess of, and not

contribute with, insurance provided by Consultant’s liability insurance policy.

10. The Consultant shall waive all rights of subrogation against the District, its officers, employees,

and volunteers.

B. Prior to commencing services pursuant to this Agreement, Consultant shall furnish the District with original

endorsements or certificates reflecting coverage required by this Agreement. The endorsements or

certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. All

endorsements or certificates are to be received by, and are subject to the approval of, the District Risk

Manager before work commences. Upon District’s request, Consultant shall provide complete, certified

copies of all required insurance policies, including endorsements or certificates reflecting the coverage

required by these specifications.

C. During the term of this Agreement, Consultant shall furnish the District with original endorsements

reflecting renewals, changes in insurance companies and any other documents reflecting the maintenance

of the required coverage throughout the entire term of this Agreement. The endorsements are to be signed

by a person authorized by that insurer to bind coverage on its behalf. Upon District’s request, Consultant

shall provide complete, certified copies of all required insurance policies, including endorsements reflecting

the coverage required by these specifications. District reserves the right to obtain a full certified copy of

any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right

to exercise later.

D. Consultant agrees to include with all Subconsultants in their subcontract the same requirements and

provisions of this Agreement, including the indemnity and Insurance requirements, to the extent they apply

to the scope of the Subconsultant’s work. Subconsultants hired by Consultant agree to be bound to

Consultant and District in the same manner and to the same extent as Consultant is bound to the District

under the Contract Documents. Subconsultant further agrees to include these same provisions with any

Sub-subconsultant. A copy of the Owner Contract Document Indemnity and Insurance provisions will be

furnished to the Subconsultant upon request. The Consultant shall require all Subconsultants to provide a

valid certificate of insurance and the required endorsements included in the agreement prior to

commencement of any work and Consultant will provide proof of compliance to the District.

E. Consultant shall maintain insurance as required by this contract to the fullest amount allowed by law and

shall maintain insurance for a minimum of five years following the completion of this project. In the event

consultant fails to obtain or maintain completed operations coverage as required by this Agreement, the

District at its sole discretion may purchase the coverage required and the cost will be paid by Consultant.

XII. WORKERS’ COMPENSATION

Consultant shall provide workers’ compensation coverage as required by State law, and prior to commencing services

pursuant to this Agreement shall file the following statement with the District in a form substantially as set forth below.

WORKERS’ COMPENSATION CERTIFICATE

I am aware of the provisions of Section 3700 of the Labor Code that require every employer to be insured against

liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code,

and I will comply with such provisions before commencing any services required by this Agreement.

The person executing this certificate on behalf of Consultant affirmatively represents that she/he has the requisite

legal authority to do so on behalf of Consultant, both the person executing this Agreement on behalf of Consultant

and Consultant understand that the District is relying on this representation in entering into this Agreement.

XIII. NOTICE

A. All notices shall be deemed to have been given when made in writing and delivered or mailed to the

respective representatives of District and Consultant at their respective addresses as follows:

Consultant: [insert firm legal name]

Attn: [insert contact name]

[insert firm address]

District: Yolo County Transportation District

Attn: Terry Bassett, Executive Director

350 Industrial Way

Woodland, CA 95776

B. In lieu of written notice to the above addresses, any party may provide notices through the use of facsimile

machines provided confirmation of delivery is obtained at the time of transmission of the notices and provided the

following facsimile telephone numbers are used:

Consultant: [insert firm legal name]

[firm fax number]

District: Yolo County Transportation District

(530)661-1732

C. Any party may change the address or facsimile number to which such communications are to be given by

providing the other parties with written notice of such change at least fifteen (15) calendar days prior to the effective

date of the change.

D. All notices shall be effective upon receipt and shall be deemed received through delivery if personally

served or served using facsimile machines, or on the fifth (5th) day following deposit in the mail if sent by first

class mail.

XIV. CONFLICT OF INTEREST

A. Consultant shall comply with the laws and regulations of the State of California and District regarding

conflicts of interest, including, but not limited to, Article 4 of Chapter 1, Division 4, Title 1 of the California

Government Code, commencing with Section 1090, and Chapter 7 of Title 9 of said Code, commencing with Section

87100 including regulations promulgated by the California Fair Political Practices Commission.

B. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect,

which would conflict in any manner or degree with the performance of Consultant's obligations and responsibilities

hereunder. Consultant further covenants that in the performance of this Agreement, no person having any such

interest shall be employed. This covenant shall remain in force until Consultant completes performance of the

services required of it under this Agreement.

C. Consultant agrees that if any fact comes to its attention that raises any question as to the applicability of

any conflict of interest law or regulation, Consultant will immediately inform the District and provide all

information needed for resolution of the question.

XV. COVENANT AGAINST CONTINGENT FEES

Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working

for Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other

than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent

upon or resulting from the award or making this Agreement. For breach or violation of this warranty, the District shall have

the right to annul this Agreement without liability, or in its discretion to deduct from the agreement price or consideration,

or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

XVI. AUDITS

A. Consultant shall be subject to examination and audit by the State or the District, or both, throughout the

term of this Agreement and thereafter for a period of three years from the date that final payment is made pursuant

to this Agreement. This does not preclude access to records by District, State, the Comptroller General of the United

States, or any of their authorized representatives, as otherwise provided by this Agreement, the State contract, or

State or Federal laws and regulations. Consultant agrees that District and/or State has the right to review, obtain,

and copy all records pertaining to the performance of this Agreement, and agrees to provide District and/or State

with any and all relevant information requested.

B. Any and all books, records, and facilities maintained by Consultant related to services provided under this

Agreement may be audited, inspected and copied at any time during normal business hours. Unannounced visits

may be made at the discretion of the District or State. Employees who might reasonably have information related

to such records may be interviewed. All expenditures of State and federal funds furnished to Consultant pursuant

to this Agreement are subject to audit by District, State and/or Federal representatives. Such audits shall consider

and build upon external independent audits performed pursuant to audit requirements of the Office of Management

and Budget (OMB) Circular A-133 as described in Paragraph C below.

C. Should Consultant expend $500,000 or more in Federal funds during any fiscal year, Consultant shall

furnish District a certified copy of an Audit Report from an independent CPA firm covering the Consultant's

preceding fiscal year of January 1 through December 31. This Audit shall be performed in accordance with OMB

Circular A-133 and conducted in accordance with generally accepted government auditing standards as described

in Government Auditing Standards (1994 Revision), and provided in a form satisfactory to the Director.

Consultant shall provide this Audit Report no later than July 31 of each year. In the event that this

Agreement expires or is terminated on a date other than December 31, Consultant shall provide District such an

Audit Report covering the preceding period of January 1 through the date of expiration or termination no later than

July 31 after the date of expiration or termination. Consultant shall ensure that audit work papers supporting the

report are retained for a period of three (3) years from the date of the audit report, and longer if notified by the State

or District to extend the retention period, and are made available to the State and/or District upon request.

D. Should an Audit Report or any State or District audit determine that Consultant has misspent funds and

been overpaid based on the requirements of this Agreement and applicable laws and regulations, District shall

demand repayment from Consultant in the amount of such audit findings and withhold any payment otherwise due

under this Agreement until Consultant repays such amount. Consultant shall repay District such amount within

sixty (60) days of the date of the District's demand for repayment. Should Consultant fail to repay District within

sixty (60) days of the date of District's demand for repayment, the District may offset the amount due from

Consultant against any amounts that would otherwise be due from the District to Consultant pursuant to this

Agreement or any other agreement or source.

E. Any failure or refusal by Consultant to permit access to any facilities, books, records or other information

required to be provided to the State &/or the District by this Agreement &/or the State contract shall constitute an

express and immediate breach of this Agreement.

XVII. ASSIGNMENT AND SUBCONTRACTS

The services and obligations required of Consultant under this Agreement are not assignable in whole or in part. In addition,

Consultant shall not subcontract any portion of the services required of Consultant by this Agreement without the express

written consent of the Director. If any portion of the services required of Consultant are subcontracted, the subconsultant(s)

shall maintain the same insurance as required of Consultant by this Agreement and Consultant shall be fully responsible to

the District for all work undertaken by subconsultants as provided by CA law.

XVIII. STATUS OF CONSULTANT

A. It is understood and agreed by all the parties hereto that Consultant is an independent consultant and that

no relationship of employer-employee exists between the District and Consultant. Neither Consultant nor

Consultant's assigned personnel shall be entitled to any benefits payable to employees of the District. Consultant

hereby indemnifies and holds the District harmless from any and all claims that may be made against the District

based upon any contention by any third party that an employer-employee relationship exists by reason of this

Agreement or any services provided pursuant to this Agreement.

B. It is further understood and agreed by all the parties hereto that neither Consultant nor Consultant's assigned

personnel shall have any right to act on behalf of the District in any capacity whatsoever as an agent or to bind the

District to any obligation whatsoever.

C. It is further understood and agreed by all the parties hereto that Consultant must issue any and all forms

required by Federal and State laws for income and employment tax purposes, including W-2 and 941 forms, for all

of Consultant's assigned personnel.

XIX. AMENDMENT

This Agreement may be amended only by written instrument signed by the District and Consultant.

XX. WAIVER

The waiver by the District or any of its officers, agents or employees or the failure of the District or its officers, agents or

employees to take action with respect to any right conferred by, or any breach of any obligation or responsibility of this

Agreement shall not be deemed to be a waiver of such obligation or responsibility, or subsequent breach of same, or of any

terms, covenants or conditions of this Agreement.

XXI. AUTHORIZED REPRESENTATIVE

The person executing this Agreement on behalf of Consultant affirmatively represents that she/he has the requisite legal

authority to enter into this Agreement on behalf of Consultant and to bind Consultant to the terms and conditions of this

Agreement. Both the person executing this Agreement on behalf of Consultant and Consultant understand that the District

is relying on this representation in entering into this Agreement.

XXII. PUBLIC RECORDS ACT

Upon its execution, this Agreement (including all exhibits and attachments) shall be subject to disclosure pursuant

to the California Public Records Act.

XXIII. ADDITIONAL PROVISIONS

A. Where there is a doubt as to whether a provision of this document is a covenant or a condition, the provision

shall carry the legal effect of both. Should the District choose to excuse any given failure of Consultant to meet

any given condition, covenant or obligation (whether precedent or subsequent), that decision will not be, or have

the legal effect of, a waiver of the legal effect in subsequent circumstances of either that condition, covenant or

obligation or any other found in this document. All conditions, covenants and obligations continue to apply no

matter how often District may choose to excuse a failure to perform them.

B. Except where specifically stated otherwise in this document, the promises in this document benefit the

District and Consultant only. They are not intended to, nor shall they be interpreted or applied to, give any

enforcement rights to any other persons (including corporate) which might be affected by the performance or non-

performance of this Agreement, nor do the parties hereto intend to convey to anyone any “legitimate claim of

entitlement” with the meaning and rights that phrase has been given by case law.

1. By signing this Agreement, the Consultant agrees to comply with applicable Federal suspension and

debarment regulations including, but not limited to, 7 CFR Part 3017, 45 CFR 76, 40 CFR 32 or 34 CFR

85.

2. By signing this Agreement, the Consultant certifies to the best of its knowledge and belief, that it and its

principals:

a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily

excluded by any federal department or agency;

b. Have not within a three-year period preceding this application/proposal/agreement been convicted

of or had a civil judgment rendered against them for commission of fraud or a criminal offense in

connection with obtaining, attempting to obtain, or performing a public (Federal, State or local)

transaction or contract under a public transaction; violation of Federal or State antitrust statutes or

commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making

false statements, or receiving stolen property;

c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity

(Federal, State or local) with commission of any of the offenses enumerated in Paragraph 2(b)

herein;

d. Have not within a three-year period preceding this application/proposal/ agreement had one or

more public transactions (Federal, State or local) terminated for cause or default;

e. Shall not knowingly enter into any lower tier covered transaction with a person who is proposed

for debarment under federal regulations (i.e., 48 CFR part 9, subpart 9.4), debarred, suspended,

declared ineligible, or voluntarily excluded from participation in such transaction, unless authorized

by the State; and

f. Will included a clause entitled, “Debarment and Suspension Certification” that essentially sets forth

the provisions herein, in all lower tier covered transactions and in all solicitations for lower tier

covered transactions.

3. If the Consultant is unable to certify to any of the statements in this certification, the Consultant shall submit

an explanation to the District program funding this Agreement, and the District shall have the option of

terminating this Agreement immediately or at any time thereafter, upon giving Consultant written notice of

such termination, if the explanation is not found satisfactory by the District in its sole discretion.

4. The terms and definitions herein have the meanings set out in the Definitions and Coverage sections of the

rules implementing Federal Executive Order 12549.

5. If the Consultant knowingly violates this certification, in addition to other remedies available to the Federal

Government, the District may terminate this Agreement at any time upon giving Consultant written notice

of such termination.

XXIV. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the District and Consultant and supersedes all prior negotiations,

representations, or agreements, whether written or oral. In the event of a dispute between the parties as to the language of

this Agreement or the construction or meaning of any term hereof, this Agreement shall be deemed to have been drafted by

the parties in equal parts so that no presumptions or inferences concerning its terms or interpretation may be construed

against any party to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

CONSULTANT YOLO COUNTY TRANSPORTATION

DISTRICT

By___________________________ By____________________________

[insert authorized agent name and title] Terry Bassett, Executive Director

Attest:

Kathy Souza, Clerk

Board of Directors

By_______________________________

Approved as to Form:

_________________________________

Hope P. Welton, District Counsel

Agreement Exhibit A – RFP Excerpt

[RFP excerpt will be inserted]

Agreement Exhibit B – Proposal Excerpt and Budget

[proposal and budget excerpts will be inserted]

Agreement Exhibit C – Workers’ Compensation Certificate

WORKERS' COMPENSATION CERTIFICATE

I am aware of the provisions of Section 3700 of the Labor Code that require every employer to be insured against liability

for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply

with such provisions before commencing any services required by this Agreement.

The person executing this certificate on behalf of Contractor affirmatively represents that she has the requisite legal authority

to do so on behalf of Contractor, both the person executing this Agreement on behalf of Contractor and Contractor

understand that the District is relying on this representation in entering into this Agreement.

CONTRACTOR

By_______________________________

_________________________________

[insert authorized agent name and title]

Agreement Exhibit D – Federal and State Clauses and Overlays

FEDERAL, STATE, AND LOCAL LAWS.

D) CONSULTANT warrants and covenants that it shall fully and completely comply with

all applicable Federal, State and local laws and ordinances, and all lawful orders, rules

and regulations issued by any YCTD with jurisdiction in all aspects of its performance of

this Agreement.

E) Federal Grant Conditions. This Agreement is subject to a financial assistance contract

between YCTD and the United States of dispute (hereinafter “Federal Government”),

acting through the Department of Transportation (hereinafter “U. S. DOT”), and Federal

Transit Administration (hereinafter “FTA”). Consultant shall at all times comply with all

applicable FTA regulations, policies, procedures and directives including without

limitation those listed directly or by reference in the procedures and directives including

without limitation those listed directly or by reference in the FTA Master Agreement

between YCTD and FTA, as amended, and are incorporated herein by this reference.

The CONSULTANT shall comply with these FTA requirements and as they may be

amended or promulgated from time to time during the term of this Agreement. The

CONSULTANT shall not perform any act, fail to perform any act, or refuse to comply

with any California Department of Transportation requests or YCTD directives which

would cause the California Department of Transportation or YCTD to be in violation of

the FTA terms and conditions. The CONSULTANT shall not perform any act, fail to

perform any act, or refuse to comply with any Awarding Agency requests which would

cause the Awarding Agency to be in violation of the FTA terms and conditions.

C) Fly America. (transportation of persons or property by air)

The CONSULTANT agrees to comply with 49 USC 40118 (the "Fly America" Act) in

accordance with the General Services Administration's regulations at 41 CFR Part 301-

10, which provide that recipients and subrecipients of Federal funds and their consultants

are required to use U.S. Flag air carriers for U.S Government-financed international air

travel and transportation of their personal effects or property, to the extent such service is

available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly

America Act. The CONSULTANT shall submit, if a foreign air carrier was used, an

appropriate certification or memorandum adequately explaining why service by a U.S.

flag air carrier was not available or why it was necessary to use a foreign air carrier and

shall, in any event, provide a certificate of compliance with the Fly America

requirements. The CONSULTANT agrees to include the requirements of this section in

all subcontracts that may involve international air transportation.

F) Charter Bus Requirements. The CONSULTANT agrees to comply with 49 USC

5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA

assistance are prohibited from providing charter service using federally funded equipment

or facilities if there is at least one private charter operator willing and able to provide the

service, except under one of the exceptions at 49 CFR 604.9. Any charter service

provided under one of the exceptions must be "incidental," i.e., it must not interfere with

or detract from the provision of mass transportation.

E) School Bus Requirements. Pursuant to 69 USC 5323(f) and 49 CFR Part 605,

recipients and subrecipients of FTA assistance may not engage in school bus operations

exclusively for the transportation of students and school personnel in competition with

private school bus operators unless qualified under specified exemptions. When

operating exclusive school bus service under an allowable exemption, recipients and

subrecipients may not use federally funded equipment, vehicles, or facilities.

F) Cargo Preference (use of U. S. flag vessel).

The CONSULTANT agrees: (a) to use privately owned United States-Flag commercial

vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk

carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment,

material, or commodities pursuant to the underlying contract to the extent such vessels

are available at fair and reasonable rates for United States-Flag commercial vessels; (b)

to furnish within 20 working days following the date of loading for shipments originating

within the United States or within 30 working days following the date of leading for

shipments originating outside the United States, a legible copy of a rated, "on-board"

commercial ocean bill-of-lading in English for each shipment of cargo described in the

preceding paragraph to the Division of National Cargo, Office of Market Development,

Maritime Administration, Washington, DC 20590 and to YCTD (through the

CONSULTANT in the case of a subconsultant's bill-of-lading.) (c) to include these

requirements in all subcontracts issued pursuant to this Agreement when the subcontract

may involve the transport of equipment, material, or commodities by ocean vessel.

G) Energy Conservation.

The CONSULTANT agrees to comply with mandatory standards and policies relating to

energy efficiency which are contained in the state energy conservation plan issued in

compliance with the Energy Policy and Conservation Act.

H) Clean Water.


regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33

USC 1251 et seq. The CONSULTANT agrees to report each violation to YCTD and

understands and agrees that YCTD will, in turn, report each violation as required to

assure notification to FTA and the appropriate EPA Regional Office.



FTA.

I) Clean Air


regulations issued pursuant to the Clean Air Act, as amended, 42 USC §§ 7401 et seq.

The CONSULTANT agrees to report each violation to YCTD and understands and

agrees that YCTD will, in turn, report each violation as required to assure notification to

FTA and the appropriate EPA Regional Office.



FTA.

J) Recycled Products.

The CONSULTANT agrees to comply with all the requirements of Section 6002 of the

Resource Conservation and Recovery Act (RCRA), as amended (42 USC 6962),

including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive

Order 12873, as they apply to the procurement of the items designated in Subpart B of 40

CFR Part.

K) Lobbying.

(1) Consultants who apply or bid for an award of $100,000 or more shall file the

certification required by 49 CFR Part 20, "New Restrictions on Lobbying." Each tier

certifies to the tier above that it will not and has not used Federal appropriated funds to

pay any person or organization for influencing or attempting to influence an officer or

employee of any agency, a member of Congress, officer or employee of Congress, or an

employee of a member of Congress in connection with obtaining any Federal contract,

grant or any other award covered by 31 USC 1352. Each tier shall also disclose the name

of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying

contacts on its behalf with non-Federal funds with respect to that Federal contract, grant

or award covered by 31 USC 1352. Such disclosures are forwarded from tier to tier up to

YCTD.



FTA.

L) Access to Records and Reports

(1) Where YCTD is the FTA Recipient or a sub-grantee of the FTA Recipient in

accordance with 49 USC 5325(a) enters into a contract for a capital project or

improvement (defined at 49 USC 5302(a)(1) through other than competitive bidding, the

CONSULTANT shall make available records related to the contract to YCTD, the

Secretary of Transportation and the Comptroller General or any authorized officer or

employee of any of them for the purposes of conducting an audit and inspection.

(2) The CONSULTANT agrees to permit any of the foregoing parties to reproduce by

any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

(3) The CONSULTANT agrees to maintain all books, records, accounts and reports

required under this Agreement for a period of not less than three years after the date of

termination or expiration of this Agreement, except in the event of litigation or settlement

of claims arising from the performance of this Agreement, in which case Consultant

agrees to maintain same until YCTD, the FTA Administrator, the Comptroller General,

or any of their duly authorized representatives, have disposed of all such litigation,

appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).

(4) The Awarding Agency, the California Department of Transportation, the State

Auditor General, and any duly authorized representative of the Federal government shall

have access to any books, records, and documents of the CONSULTANT and its

subconsultants that are pertinent to this Contract of audits, examinations, excerpts, and

transactions, and copies thereof shall be furnished if requested. The CONSULTANT

shall include a clause to this effect in every subagreement entered into relative to the

PROJECT.

(5) Record Keeping

The CONSULTANT and all subconsultants shall maintain all books, documents, papers,

accounting records, and other evidence pertaining to the performance of this Contract. All

parties shall make such materials available at their respective offices at all reasonable

times during the performance and for three (3) years from the date of final payment under

this Contract and all subagreements.

(6) Accounting Records

The CONSULTANT shall establish and maintain separate accounting records and

reporting procedures specified for the fiscal activities of the PROJECT. The

CONSULTANT’S accounting system shall conform to

generally accepted accounting principles (GAAP) and uniform standards that may be

established by California Department of Transportation. All records shall provide a

breakdown of total costs charged to the PROJECT including properly executed payrolls,

time records, invoices, and vouchers.

M) Federal Changes

Consultant shall at all times comply with all applicable FTA regulations, policies,

procedures and directives, including without limitation those listed directly or by

reference in the Master Agreement between YCTD and FTA, as they may be amended or

promulgated from time to time during the term of this Agreement. Consultant's failure to

so comply shall constitute a material breach of this Agreement.

N) No Obligation to Third-Parties by use of a Disclaimer

A. No Federal Government Obligation to Third Parties. The CONSULTANT agrees that,

absent of the Federal Government’s express written consent, the Federal Government

shall not be subject to any obligations or liabilities to any consultant, any third-party

consultant, or any other person not a party to the Grant Agreement in connection with the

performance of the PROJECT. Notwithstanding any concurrence provided by the Federal

Government in or approval of any solicitation, or third-party agreement, the Federal

Government continues to have no obligation or liabilities to any party, including the

CONSULTANT or third-party consultant.

B. Third-Party Contracts and Subagreements Affected. To the extent applicable, federal

requirements extend to third-party consultants and their contracts at every tier, and to the

subagreements of third party consultants and the subagreements at every tier.

Accordingly, the CONSULTANT agrees to include, and to require its third-party

consultants to include appropriate clauses in each third-party contract and each

subagreement financed in whole or in part with financial assistance provided by the FTA.

C. No Relationship between the California Department of Transportation and Third-Party

Consultants. Nothing contained in this Contract or otherwise, shall create any contractual

relationship, obligation or liability between the California Department of Transportation

and any third-party consultants, and no third-party contract shall relieve the

CONSULTANT of his responsibilities and obligations hereunder. The CONSULTANT

agrees to be fully responsible to the Awarding Agency for the acts and omissions of its

third-party consultants and of persons either directly or indirectly employed by any of

them as it is for the acts and omissions of persons directly employed by the

CONSULTANT. The CONSULTANT’S obligation to pay its third-party consultants is

an independent obligation from the Awarding Agency’s obligation to make payments to

the CONSULTANT. As a result, the California Department of Transportation shall have

no obligation to pay or to enforce the payment of any moneys to any third-party

consultant.

D. Obligations on Behalf of the California Department of Transportation. The

CONSULTANT shall have no authority to contract for or on behalf of, or incur

obligations on behalf of the California Department of Transportation.

E. Awarding Agency Approval of Subagreements. The Awarding Agency shall approve

in writing all proposed Subagreements, Memorandums of Understanding (MOU), or

similar documents relating to the performance of the Contract prior to implementation.

The CONSULTANT agrees that it will not enter into any Subagreements unless the same

are approved in writing by the Awarding Agency. Any proposed amendments or

modifications to such Subagreements must be approved by the Awarding Agency prior to

implementation.

O) Program Fraud and False or Fraudulent Statements or Related.

(1) The CONSULTANT acknowledges that the provisions of the Program Fraud Civil

Remedies Act of 1986, as amended, 31 USC §§ 3801 et seq and U.S. DOT regulations,

"Program Fraud Civil Remedies," 49 CFR Part 31 apply to its actions pertaining to this

Project. Upon execution of the underlying contract, the CONSULTANT certifies or

affirms the truthfulness and accuracy of any statement it has made, it makes, it may make,

or causes to be made, pertaining to the underlying contract or the FTA assisted project for

which this Agreement work is being performed. In addition to other penalties that may be

applicable, the CONSULTANT further acknowledges that if it makes, or causes to be

made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the

Federal Government reserves the right to impose the penalties of the Program Fraud Civil

Remedies Act of 1986 on the CONSULTANT to the extent the Federal Government deems

appropriate.

(2) The CONSULTANT also acknowledges that if it makes, or causes to be made, a

false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal

Government under a contract connected with a project that is financed in whole or in part

with Federal assistance originally awarded by FTA under the authority of 49 USC §

5307, the Government reserves the right to impose the penalties of 18 USC § 1001 and

49 USC § 5307(n)(1) on the CONSULTANT, to the extent the Federal Government

deems appropriate.

(3) The CONSULTANT agrees to include the above two clauses in each subcontract

financed in whole or in part with Federal assistance provided by FTA. It is further agreed

that the clauses shall not be modified, except to identify the subconsultant who will be

subject to the provisions.

P) Government-Wide Debarment and Suspension .

This Agreement is a covered transaction for purposes of 49 CFR Part 29. As such, the

CONSULTANT is required to verify that none of the CONSULTANT, its principals, as

defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or

disqualified as defined at 49 CFR 29.940 and 29.945.

The CONSULTANT is required to comply with 49 CFR 29, Subpart C and must include

the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered

transaction it enters into.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by YCTD.

If it is later determined that the bidder or proposer knowingly rendered an erroneous

certification, in addition to remedies available to YCTD, the Federal Government may

pursue available remedies, including but not limited to suspension and/or debarment.

The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C

while this offer is valid and throughout the period of any contract that may arise from this

offer. The bidder or proposer further agrees to include a provision requiring such

compliance in its lower tier covered transactions.

Q) Privacy Act.

The following requirements apply to the CONSULTANT and its employees that

administer any system of records on behalf of the Federal Government under any

contract:

(1) The CONSULTANT agrees to comply with, and assures the compliance of its

employees with, the information restrictions and other applicable requirements of the

Privacy Act of 1974, 5 USC § 552a. Among other things, the CONSULTANT agrees to

obtain the express consent of the Federal Government before the CONSULTANT or its

employees operate a system of records on behalf of the Federal Government. The

CONSULTANT understands that the requirements of the Privacy Act, including the civil

and criminal penalties for violation of that Act, apply to those individuals involved, and

that failure to comply with the terms of the Privacy Act may result in termination of the

underlying contract.

(2) The CONSULTANT also agrees to include these requirements in each subcontract to

administer any system of records on behalf of the Federal Government financed in whole

or in part with Federal assistance provided by FTA.

R) Civil Rights.

The following requirements apply to the underlying Agreement:

(1) Nondiscrimination: In accordance with Title VI of the Civil Rights Act, as

amended, 42 USC § 2000d, section 303 of the Age Discrimination Act of 1975, as

amended, 42 USC § 6102, section 202 of the Americans with Disabilities Act of 1990, 42

USC § 12132, and Federal transit law at 49 USC § 5332, the CONSULTANT agrees that

it will not discriminate against any employee or applicant for employment because of

race, color, creed, national origin, sex, age, or disability. In addition, the

CONSULTANT agrees to comply with applicable Federal implementing regulations and

other implementing requirements FTA may issue.

(2) Equal Employment Opportunity: The following equal employment opportunity

requirements apply to the underlying contract. (a) Race, Color, Creed, National

Origin, Sex: In accordance with Title VII of the Civil Rights Act, as amended, 42 USC §

2000e, and Federal transit laws at 49 USC § 5332, the CONSULTANT agrees to comply

with all applicable equal employment opportunity requirements of U.S. Department of

Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal

Employment Opportunity, Department of Labor," 41 CFR Parts 60 et seq (which

implement Executive Order No. 11246, "Equal Employment Opportunity," as amended

by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal

Employment Opportunity," 42 USC § 2000e note), and with any applicable Federal

statutes, executive orders, regulations, and Federal policies that may in the future affect

construction activities undertaken in the course of the Project. The CONSULTANT

agrees to take affirmative action to ensure that applicants are employed, and that

employees are treated during employment, without regard to their race, color, creed,

national origin, sex, or age. Such action shall include, but not be limited to, the

following: employment, upgrading, demotion or transfer, recruitment or recruitment

advertising, layoff or termination; rates of pay or other forms of compensation; and

selection for training, including apprenticeship. In addition, the CONSULTANT agrees

to comply with any implementing requirements FTA may issue. (b) Age: In accordance

with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29

USC § 623 and Federal transit law at 49 USC § 5332, the CONSULTANT agrees to

refrain from discrimination against present and prospective employees for reason of age.

In addition, the CONSULTANT agrees to comply with any implementing requirements

FTA may issue. (c) Disabilities: In accordance with section 102 of the Americans with

Disabilities Act, as amended, 42 USC § 12112, the CONSULTANT agrees that it will

comply with the requirements of U.S. Equal Employment Opportunity Commission,

"Regulations to Implement the Equal Employment Provisions of the Americans with

Disabilities Act," 29 CFR Part 1630, pertaining to employment of persons with

disabilities. In addition, the CONSULTANT agrees to comply with any implementing

requirements FTA may issue.


financed in whole or in part with Federal assistance provided by FTA, modified only if

necessary to identify the affected parties.

S) Transit Employee Protective Agreements.

(1) The CONSULTANT agrees to comply with applicable transit employee protective

requirements as follows:

(a) General Transit Employee Protective Requirements: To the extent that FTA

determines that transit operations are involved, the CONSULTANT agrees to carry out

the transit operations work on the underlying contract in compliance with terms and

conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect

the interests of employees employed under this Agreement and to meet the employee

protective requirements of 49 USC A 5333(b), and U.S. DOL guidelines at 29 CFR Part

215, and any amendments thereto. These terms and conditions are identified in the letter

of certification from the U.S. DOL to FTA applicable to YCTD’s project from which

Federal assistance is provided to support work on the underlying contract. The

CONSULTANT agrees to carry out that work in compliance with the conditions stated in

that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to

any contract financed with Federal assistance provided by FTA either for projects for

elderly individuals and individuals with disabilities authorized by 49 USC § 5310(a)(2),

or for projects for nonurbanized areas authorized by 49 USC § 5311. Alternate

provisions for those projects are set forth in subsections (b) and (c) of this clause.

(b) Transit Employee Protective Requirements for Projects Authorized by 49 USC: §

5310(a)(2) for Elderly Individuals and Individuals with Disabilities: If the contract

involves transit operations financed in whole or in part with Federal assistance authorized

by 49 USC § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or

determines in the future that the employee protective requirements of 49 USC § 5333(b)

are necessary or appropriate for the state and YCTD for which work is performed on the

underlying contract, the CONSULTANT agrees to carry out the Project in compliance

with the terms and conditions determined by the U.S. Secretary of Labor to meet the

requirements of 49 USC § 5333(b), U.S. DOL guidelines at 29 CFR Part 215, and any

amendments thereto. These terms and conditions are identified in the U.S. DOL's letter

of certification to FTA, the date of which is set forth Grant Agreement or Cooperative

Agreement with the state. The CONSULTANT agrees to perform transit operations in

connection with the underlying contract in compliance with the conditions stated in that

U.S. DOL letter.

(c) Transit Employee Protective Requirements for Projects Authorized by 49 USC: §

5311 in Nonurbanized Areas: If the contract involves transit operations financed in

whole or in part with Federal assistance authorized by 49 USC § 5311, the

CONSULTANT agrees to comply with the terms and conditions of the Special Warranty

for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation

and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any

revision thereto.

(2) The CONSULTANT also agrees to include the any applicable requirements in each

subcontract involving transit operations financed in whole or in part with Federal

assistance provided by FTA.

T) Disadvantaged Business Enterprise (DBE)

(1) Policy: It is YCTD’s policy and objective to promote and maintain a level playing

field for DBE’s in YCTD and Federal-aid contracts. It is YCTD’s policy to ensure

nondiscrimination in the award and administration of U.S. DOT assisted contracts based

on the requirements of 49 CFR Parts 21 and 26.

(2) DBE Obligation: The CONSULTANT agrees to ensure that disadvantaged business

enterprises as defined in 49 CFR Part 26 have the maximum opportunity to participate in

the performance of contracts and subcontracts financed in whole or in part with Federal

funds provided under this Agreement. In this regard all consultants shall take all

necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that

disadvantaged business enterprises have the maximum opportunity to compete for and

perform contracts. Consultant shall not discriminate on the basis of race, creed, color,

national origin, age, or sex in the award of and performance of DOT assisted contracts.

U) State and Local Law Disclaimer

Consultant shall keep itself informed of, comply with, and shall cause all of its agents,

employees, suppliers and subconsultants of any tier to observe and comply with all

applicable State and local laws, regulations, and policies, including, but not limited to, all

applicable terms and conditions prescribed for third party contracts by the U. S.

Department of Transportation (DOT) and the Federal Transit Administration (FTA). It is

the CONSULTANT’s responsibility to know and to comply with all state laws and

regulations and local ordinances relating to public works projects which in any manner

affect those engaged or employed in the work, or the materials used in the work, or which

in any way affect the conduct of the work. If Consultant discovers any discrepancy or

inconsistency between the plans, drawings, specifications, or contract for the work and

any law, ordinance, regulation, order or decree; the CONSULTANT shall immediately

provide written notice to YCTD’s Executive Director, or his/her designee,.

V) Incorporation of Federal Transit Administration (FTA) Terms

The preceding provisions include, in part, certain Standard Terms and Conditions

required by DOT, whether or not expressly set forth in the preceding contract provisions.

All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, as

amended, are hereby incorporated by reference. Anything to the contrary herein

notwithstanding, all FTA mandated terms shall be deemed to control in the event of a

conflict with other provisions contained in this Agreement. The CONSULTANT shall

not perform any act, fail to perform any act, or refuse to comply with any YCTD

requests, which would cause YCTD to be in violation of the FTA terms and conditions.

W) Drug-Free Workplace and Drug and Alcohol Testing

The CONSULTANT certifies by signing a Contract with the Awarding Agency that it

will provide a drug-free workplace, and shall establish policy prohibiting activities

involving controlled substances in compliance with Government Code Section 8355, et

seq. The CONSULTANT is required to include the language of this paragraph in award

documents for all sub-awards at all tiers (including subagreements, sub-grants, and

contracts under grants, loans, and cooperative agreements) and that all awarding agencies

shall disclose accordingly. To the extent the CONSULTANT, any third-party consultant

at any tier, any awarding agency at any tier, or their employees, perform a safety sensitive

function under the PROJECT, the CONSULTANT agrees to comply with, and assure the

compliance of each affected third-party consultant at any tier, each affected awarding

agency at any tier, and their employees with 49 U.S.C. Section 5331, and the FTA

regulations, “Prevention of Alcohol Misuse and Prohibited Drug use in Transit

Operations,” 49 CFR Part 655.

The CONSULTANT agrees to establish and implement a drug and alcohol testing

program that complies with 49 CFR Part 655, produce any documentation necessary to

establish its compliance with Part 655, and permit any authorized representative of the

United States Department of Transportation or its operating administrations, the

California Department of Transportation, or the Awarding Agency to inspect the facilities

and records associated with the implementation of the drug and alcohol testing program

as required under 49 CFR Part 655 and review the testing process. The CONSULTANT

agrees further to certify annually its compliance with Part 655 before February 15th of

each year and to submit the Management Information System (MIS) reports before

February 15th to YCTD’s Executive Assistant, 350 Industrial Way, Woodland, CA. To

certify compliance the CONSULTANT shall use the "Substance Abuse Certifications" in

the "Annual List of Certifications and Assurances for Federal Transit Administration

Grants and Cooperative Agreements," which is published annually in the Federal

Register.

X) Equal Employment Opportunity/Basic Requirements.

In connection with the execution of this Agreement, the CONSULTANT shall not

discriminate against any employee or applicant for employment because of race, religion,

color, sex, age, or national origin. The CONSULTANT shall take affirmative action to

ensure that applicants are employed, and that employees are treated during employment

without regard to their race, color, religion, sex, age, or national origin. Such action shall

include, but not be limited to, the following: employment, upgrading, demotion or

transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or

other forms of compensation, and selection for training, including apprenticeship.

Consultant further agrees to insert a similar provision in all subcontracts, except

subcontracts for standard commercial supplies or raw materials.

Y) CONTRACT WORK HOURS AND SAFETY STANDARDS.

(1) Overtime Requirements. No consultant or subconsultant contracting for any part of

the contract work which may require or involve the employment of laborers or mechanics

shall require or permit any such laborer or mechanic in any workweek in which he or she

is employed on such work to work in excess of forty hours in such workweek unless such

laborer or mechanic receives compensation at a rate not less than one and one-half times

the basic rate of pay for all hours worked in excess of forty hours in such workweek.

(2) Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any

violation of the clause set forth in paragraph (1) of this section the consultant and any

subconsultant responsible therefore shall be liable for the unpaid wages. In addition, such

consultant and subconsultant shall be liable to the United States for liquidated damages.

Such liquidated damages shall be computed with respect to each individual laborer or

mechanic, including watchmen and guards, employed in violation of the clause set forth

in paragraph (1) of this section, in the sum of $10 for each calendar day on which such

individual was required or permitted to work in excess of the standard workweek of forty

hours without payment of the overtime wages required by the clause set forth in

paragraph (1) of this section.

(3) Withholding for Unpaid Wages and Liquidated Damages. YCTD shall upon its own

action or upon written request of an authorized representative of the Department of Labor

withhold or cause to be withheld, from any moneys payable on account of work

performed by the consultant or subconsultant under any such contract or any other

Federal contract with the same prime consultant, or any other federally-assisted contract

subject to the Contract Work Hours and Safety Standards Act, which is held by the same

prime consultant, such sums as may be determined to be necessary to satisfy any

liabilities of such consultant or subconsultant for unpaid wages and liquidated damages as

provided in the clause set forth in paragraph 2) of this section.

(4) Nonconstruction Grants. The CONSULTANT or subconsultant shall maintain

payrolls and basic payroll records during the course of the work and shall preserve them

for a period of three years from the completion of the contract for all laborers and

mechanics, including guards and watchmen, working on the contract. Such records shall

contain the name and address of each such employee, social security number, correct

classifications, hourly rates of wages paid, daily and weekly number of hours worked,

deductions made, and actual wages paid. Further, YCTD shall require the contracting

officer to insert in any such contract a clause providing that the records to be maintained

under this paragraph shall be made available by the CONSULTANT or subconsultant for

inspection, copying, or transcription by authorized representatives of DOT and the

Department of Labor, and the CONSULTANT or subconsultant will permit

representatives to interview employees during working hours on the job.

(5) Subcontracts. The CONSULTANT or subconsultant shall insert in any subcontracts

the clauses set forth in subparagraph (1) through (5) of this section and also a clause

requiring subconsultants to include these clauses in any lower tier subcontracts. The

prime consultant shall be responsible for compliance by any subconsultant or lower tier

subconsultant with the clauses set forth in subparagraph (1) through (5) of this section.

Z) Conflict of Interest.

No employee, officer, or agent of YCTD shall participate in selection, or in the award or

administration of a contract if a conflict of interest, real or apparent, would be involved.

Such a conflict would arise when the employee, officer or agent, any member of his

immediate family, an organization which employs, or is about to employ, has a financial

or other interest in the firm selected for award.

YCTD's officers, employees, or agents shall neither solicit nor accept gratuities, favors or

anything of monetary value from consultants, potential consultants, or parties of

subagreements.

AA) Interest of Members of, or Delegates to, Congress.

In accordance with U.S.C. Section 431, no member of, or delegates to, the Congress of

the United States shall be admitted to a share or part of this Agreement or to any benefit

arising therefrom.

BB) It shall be a condition of this CONTRACT, and shall be made a condition of each

subcontract entered into pursuant to this Agreement, that the CONSULTANT and any

subconsultant shall not require any laborer or mechanic employed in connection with the

performance of the CONTRACT to work under working conditions which are unsanitary,

hazardous or dangerous to his health or safety, as determined under the California

Occupational Safety and Health Act of 1973 (Chapter 993, Statute of 1973).

CC) Consultant shall comply with the requirements of the California Fair Employment and

Housing Act.

DD) CONSULTANT shall hold YCTD, the U.S. Department of Transportation and the State

of California harmless from any claims or charges by reason of CONSULTANT's or any

subconsultant's failure to comply with the above Acts or any regulations adopted

pursuant thereto and shall reimburse YCTD for any fines, damages or expenses of any

kind incurred by it by reason of said failure.

EE) Other Non-Discrimination.

i. Non-Discrimination in Service. CONSULTANT shall not discriminate, nor

allow any of its officers, employees, or agents to discriminate against any passenger or

patron because of race, color, sex, age, or national origin or ancestry.

ii. Notice of Discrimination Complaint. CONSULTANT shall notify YCTD of any

discrimination complaints.

iii. CONSULTANT shall, at its sole cost and expense, conform to any final orders

issued by any State or Federal agency with jurisdiction to correct CONSULTANT's

discrimination in employment and/or ridership and shall fully save harmless and

indemnify YCTD in this regard.

FF) Buy America

The CONSULTANT shall comply with the Buy-America requirements of 49 U.S.C.

5323(j) and 49 CFR Part 661 for all procurements of steel, iron, and manufactured

products used in PROJECT. Buy-America requirements apply to all purchases, including

materials and supplies funded as operating costs, if the purchase exceeds the threshold for

small purchases (currently $100,000.00). Separate requirements for rolling stock are set

out at 49 U.S.C. 5323(j)(2)(c) and 49 CFR 661.11. Rolling stock must be assembled in the

United States and have a 60 percent domestic content.

GG) Vehicle Operator Licensing

The CONSULTANT is required to comply with all applicable requirements of the Federal Motor

Carrier Safety Administration regulations and the California Vehicle Code including, but

not limited to, the requirement that all vehicle operators have a valid State of California

driver’s license, including any special operator license that may be necessary for the type of

vehicle operated.

HH) Prompt Payment and Return of Retainage

D. All payments, including payments by the CONSULTANT to any third-party, shall be

made in accordance with, and in the time specified in, California Government Code,

Chapter 4.5, commencing with Section 927.

E. The CONSULTANT shall not withhold retention from any subconsultant, nor shall

the Awarding Agency withhold retention from CONSULTANT.

F. The CONSULTANT must pay subconsultants within 7 days of receipt of each

progress payment under Public Contract Code sections 10262 and 10262.5 or

Business and Professions Code sections 7108.5, as applicable.

II) Intelligent Transportation Systems (ITS) National Architecture

To the extent applicable, the CONSULTANT agrees to conform to the National Intelligent

Transportation System (ITS) Architecture and Standards as required by 23 U.S.C. Section

517(d), 23 U.S.C. Section 512 note, and 23 CFR Part 655 and 940, and follow the provisions

of the FTA Notice, “FTA National ITS Architecture Policy on Transit projects,” 66 Fed. Reg.

1455 et seq., January 8, 2001, and any other implementing directives the FTA may issue at a

later date, except to the extent the FTA determines otherwise in writing.

JJ) Section 504 and Americans with Disabilities Act Program Requirements

The CONSULTANT will comply with 49 CFR Parts 27, 37, and 38, implementing and

Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, 29 U.S.C.

Section 794, as amended.

REQUEST FOR PROPOSALS RFP 2018-04: COMPREHENSIVE...

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