1-26-04053 DNL Workforce Staffing Models Assessment.docx

UTAH TRANSIT AUTHORITY

REQUEST FOR PROPOSALS

Cover Sheet General Information

Project Description

Utah Transit Authority (“Agency”) is soliciting proposals from qualified firms to provide professional consulting services to develop, validate, and implement comprehensive workforce staffing models to support multimodal transit operations.

Procurement Process Information

Contract Administrator *All correspondence during RFP must be directed through the Contract Administrator.

Danielle Laird 669 West 200 South Salt Lake City, Utah 84101

(801) 287-3324 Danielle.laird@rideuta.com

Evaluation Criteria:

Technical – 90 points

· Approach to Work (30 points)

· Qualifications and Experience (30 points)

· Project Team (30 points)

Price – 10 points

This is a best-value procurement. UTA will select the team whose proposal is most advantageous to UTA, considering both price and quality/technical factors. The technical factors will account for 90 points of the total evaluation. The price will be considered 10 points of the total evaluation. See Part 2 for more information on proposal content and the rating method.

Projected RFP Schedule:

Please refer to Euna for updates to all dates, times and any additional deadlines not listed below.

Included as part of this RFP

Part 1 – Project Specific Information Part 2 – Procurement Process Information Part 3 – Standard Solicitation Terms Part 4 – Standard Contract Terms / Sample Contract Part 5 – Standard Forms plus Federal Forms and Certifications (Appendix I) and Federal Clauses (Appendix II) (If applicable)

Proposal Contents

Page Limit Cover pages, table of contents, divider tabs, and resumes, the Price Proposal, and required forms do not count toward the page limit.

10 pages

Submittal Instructions

· One (1) electronic copy of the technical proposal and one (1) electronic copy of the price proposal shall be uploaded to Euna on or before the deadline referenced above. See Part 3 of this RFP for further instructions.

Required Forms To be considered responsive, proposals must include the additional forms, declarations, and certifications listed below:

Signed Proposal Forms and Declarations and Federal Certifications (if required)

Part 1 – Project Specific Information Utah Transit Authority (“Agency”) is soliciting proposals from qualified firms to provide professional consulting services to develop, validate, and implement comprehensive workforce staffing models to support multimodal transit operations. The selected consultant will assist the Agency in developing and standardizing workforce staffing models for operations and fleet maintenance functions, ensuring staffing strategies support safety, regulatory compliance, service reliability, and operational efficiency.

The Agency operates fixed-route bus, paratransit, light rail, and commuter rail services and seeks data-driven, sustainable staffing methodologies that align with current and future service demands.

This small value procurement will seek the best value for UTA based on the following selection criteria (all criteria valued equally): Approach to Work, Qualifications and Experience, Team, and Price.

Scope of Work

Task 1 – Project Initiation & Work Plan The Consultant shall:

· Conduct a project kickoff meeting with operations and fleet maintenance leadership and key executive team members.

· Finalize scope, data requirements, and schedule for both operations and fleet maintenance workstreams.

· Submit a detailed Project Management Plan including milestones, deliverables, and decision points for both operations and fleet maintenance.

Deliverable: Project Management Plan and data request list

Task 2 – Current State Assessment The Consultant shall conduct a comprehensive review of current transit operations and fleet maintenance functions, including:

A. Organizational and Operational Assessment

· Organizational structure and span of control.

· Classification of operations and maintenance positions.

· Supervisor-to-employee ratios.

· Overtime utilization and vacancy rates.

B. Service and Fleet Profile Assessment

· Service profile and fleet inventory by mode, vehicle type, and propulsion.

· Service span, pull-out and pull-in patterns, fleet age, lifecycle stage, and warranty status.

· Service reliability and fleet reliability metrics (e.g., on-time performance, missed trips, MDBF, or equivalent).

· Operator availability, run coverage, and preventive maintenance compliance rates.

· Garage, yard, shop, dispatch, and control center support requirements by mode and location.

C. Operations and Maintenance Workload Analysis

· Labor hours and staffing demand by activity type (service delivery, dispatch, supervision, PM, corrective work, campaigns, and inspections).

· Service interruptions, road call frequency, incident response, and recovery requirements.

· Run performance, rework rates, customer impact, and quality trends.

· Shift coverage, relief structure, shop capacity, and dispatch/control center staffing requirements.

· Support functions such as scheduling, parts, warranty, planning, training, and field supervision.

Deliverable: Current State Assessment Report

Task 3 – Workload & Productivity Analysis The Consultant shall:

· Establish standard staffing and labor hour assumptions by mode, service design, fleet type, and maintenance category.

· Analyze productivity factors across operations and maintenance, including platform time, tool time, indirect labor, training, meetings, and travel or recovery time.

· Evaluate shift alignment with service pull-out and pull-in requirements, maintenance windows, and support coverage needs.

· Identify gaps between scheduled and actual labor utilization, run coverage, and workload distribution.

· Assess the impact of service changes, fleet electrification, automation, and advanced technologies on workload.

The Consultant shall develop:

· Direct labor and staffing requirement calculations for frontline operations and maintenance functions.

· Indirect and support staffing ratios for dispatch, field supervision, parts, and technical support, and police.

· Productivity adjustment factors for absenteeism, relief, training pipeline, and non-productive time.

· Overtime dependency analysis across operations, fleet maintenance, and support functions.

Deliverable: Workload & Productivity Analysis Report

Task 4 – Development of Operations and Fleet Maintenance Staffing Models The Consultant shall develop transparent, formula-based staffing models covering operations and fleet maintenance functions, including:

A. Transit Operations

· Operators and frontline support staffing by mode, service span, and pull-out requirements.

· Dispatch, supervision, and control center coverage assumptions.

· Relief, absenteeism, and extra board allocation.

· Service delivery requirements, on-time performance considerations, and regulatory staffing needs.

B. Fleet Maintenance

· Road call support modeling.

· Defect repair trends.

· Reliability-based staffing adjustments.

· Major accident repair and body shop staffing.

C. Overhaul & Component Rebuild

· Engine, transmission, HVAC, brake, and propulsion rebuild capacity.

· Midlife overhaul staffing.

· Campaign and retrofit staffing requirements.

D. Specialty Maintenance Functions

· New rail fleet commissioning.

· Warranty administration.

· Technical support and engineering.

· Fleet data analysis.

· Planning and scheduling staff.

· Supervisory and management roles.

Models shall include:

· Base staffing formulas tied to service levels, vehicles, miles, hours of service, and PM cycles.

· Peak service and peak fleet support modeling.

· FTA spare ratio impacts.

· In-service requirements that account for both operations and maintenance activities.

· Overtime offset modeling.

· Scenario modeling and future state forecasting (service level growth, constrained budget, fleet expansion, five year service expansion, etc).

Deliverable: Workforce Staffing Models Workbooks (excel-based, fully editable)

Task 5 – Benchmarking & Industry Comparison The Consultant shall:

· Benchmark staffing ratios against peer transit agencies.

· Compare operator, dispatcher, supervisor, and technician staffing ratios by mode and scale.

· Compare service delivery and maintenance cost per revenue mile or hour, as applicable.

· Compare supervisory spans of control across operations, maintenance, and support functions.

· Identify best practices in operations and maintenance workforce deployment.

Deliverable: Benchmarking Report

Task 6 – Financial Impact Analysis The Consultant shall:

· Provide fully burdened cost projections for operations, fleet maintenance, and supporting functions.

· Quantify cost avoidance opportunities from improved service delivery, reliability, staffing alignment, and asset performance.

· Identify productivity improvement potential across operations scheduling, run coverage, maintenance throughput, and support services.

· Analyze overtime reduction scenarios across operations, maintenance, dispatch, and supervision.

· Evaluate insourcing vs. outsourcing considerations for operational support, maintenance activities, and specialized services.

Deliverable: Financial Impact Summary Report

Task 7 – Implementation Strategy The Consultant shall provide:

· Recommended staffing transition plan for operations, fleet maintenance, and support functions.

· Phased hiring and deployment strategy aligned to service needs, maintenance requirements, and training capacity.

· Training, certification, apprenticeship, and operator pipeline considerations.

· Organizational restructuring recommendations across operations, maintenance, and supporting departments, if applicable.

· Risk assessment and mitigation plan addressing service continuity, workforce availability, and maintenance readiness.

· Change management approach for operations leaders, maintenance leaders, supervisors, and frontline staff.

Deliverable: Implementation Roadmap (12–24 months)

Task 8 – Executive Reporting & Knowledge Transfer The Consultant shall:

· Provide executive summary presentation.

· Deliver final documentation and editable modeling tools.

· Provide training on model use, governance, and updates for operations and maintenance teams.

Deliverables:

· Executive Presentation

· Final Report

· Model Training Session

PROJECT DURATION

Estimated project duration: 4–6 months from Notice to Proceed.

Part 2 – Procurement Process Information

PROPOSAL FORMAT

Proposals must adhere to the following format:

· Proposals should be formatted primarily to 8 ½ by 11 inches. An 11 by 17-inch format may be used for charts, tables, and schedules. No text should be included on the 11 by 17-inch size format except for text that is required for the interpretation of the chart, table, or schedule.

· Proposals should use a minimum of 12-point font.

· If a proposal is submitted in double-sided format, both sides of the page will be counted against the page Limit.

· The proposal must not exceed the page limit shown on the RFP Cover Sheet. The Proposer shall not submit brochures or additional materials. Hyperlinks will be counted toward the page limit unless specified as exempt. At its discretion, UTA will not consider such additional materials in the selection of the successful Proposer.

· The maximum file upload size in Euna is 50mb.

Failure to follow the format described above may result in the proposal being deemed non-responsive.

PROPOSAL CONTENT

The proposal should consist of the following sections in the order listed below:

Cover Letter Explain the interest of the Proposer in the work covered by this RFP and identify the Proposer’s point of contact, including name, address, telephone, and e-mail address. Limit the cover letter to one page.

Technical – 90 points Approach to Work (30 Points) – Provide a summary, that demonstrates how the proposer will help UTA achieve success:

i. Demonstrated understanding of multimodal transit operations (bus, paratransit, light rail and commuter rail).

ii. Clear methodology for developing defensible staffing models.

iii. Data analytics approach and modeling tools proposed.

iv. Approach to integrating service reliability metrics.

v. Approach to integrating workforce constraints (vacancies, leaves of absence, labor agreements, training pipeline).

vi. Quality of proposed deliverables (workbooks, dashboards, executive briefings).

vii. Implementation and change management strategy.

Qualifications and Experience (30 Points) - Describe the qualifications and experience of your proposed team.

i. Experience developing staffing models for public transit agencies.

ii. Multimodal transit experience (bus, light rail and commuter rail preferred).

iii. Experience with large transit operations and fleet environments (2,000 + employees, 200+ vehicles preferred).

iv. Demonstrated results (cost savings, productivity improvements, improved reliability).

v. Peer agency benchmarking experience.

vi. Client references and performance history.

Team (30 Points) - The Firm should provide general background information and include:

i. Project Manager experience in transit operations and maintenance.

ii. Direct experience building quantitative staffing or workforce planning models.

iii. Subject expertise (operations, maintenance, rail systems, finance).

iv. Availability and level of engagement of senior staff.

v. Experience presenting to executive leadership.

Price – 10 Points Price shall be submitted using the price form provided in part 5 (if applicable) as set forth in the cover sheet. the PRICE FORM MUST BE UPLOADED IN EUNA AS A SEPARATE FILE FROM THE TECHNICAL PROPOSAL.

Part 3 – Standard Terms of Solicitation

A. INSTRUCTIONS TO PROPOSERS

1. Submission of Proposals.

Proposals must be uploaded to Euna by the “Bid Ends” date and time listed on Euna. Proposals uploaded after the deadline will be considered non-responsive. It is the responsibility of the Proposer to ensure that its proposal is properly uploaded by the deadline.

Log on to Euna at https://solutions.Euna.com/apps/Router/SupplierLogin?CustOrg=StateOfUtah; if you have already registered, log in and search by Utah Transit Authority or the RFP number.

If you need to create an account, please select “Create Account,” and then you can search UTA or the RFP number identified on the Cover Page. If you need assistance, please email the Utah Supplier Portal Support at Eunaadmin@utah.gov Instructions to proposers are included in the RFP documents.

For ease of review, UTA may also request delivery of hard copies of Proposals (see RFP Cover Sheet).

“Vendor” as used in these UTA Standard Terms and Conditions means the party contracting with Utah Transit Authority (“UTA”) to provide Goods and/or Services to UTA. Vendor is identified as “Vendor” on the applicable UTA Purchase Order (“PO”). The PO, these UTA Standard Terms and Conditions and any other terms, conditions, standards, drawings, schedules or other documents identified in the PO form the “Contract” related to the applicable PO. The terms “Goods” and “Services” are intended to have their broadest meanings. “Goods” includes any equipment, parts, materials, supplies, project deliverables, and work product supplied by Vendor in accordance with the PO. “Services” includes labor, professional services, and any manual, technical and other human resources provided in the fulfillment of the PO, including those specified in the PO and any additional Services incidental to the furnishing of Goods.

1. JURISDICTION, CHOICE OF LAW, AND VENUE: Utah law governs this transaction. The parties shall submit to the jurisdiction of the courts of the State of Utah for any dispute arising out of the PO and Contract. Venue is in Salt Lake City, in the Third Judicial District Court for Salt Lake County.

2. LAWS AND REGULATIONS: Vendor and any and all Goods and/or Services furnished under the Contract will comply fully with all applicable Federal and State laws and regulations, including those related to safety and environmental protection. Vendor shall also comply with all applicable licensure and certification requirements.

3. RECORDS ADMINISTRATION: Vendor shall maintain all records necessary to properly account for the payments made to Vendor for costs authorized by the Contract. Vendor shall retain those records for at least six years after the Contract is fully performed or terminated, or until all audits initiated within the six-year period have been completed (whichever is later). Vendor shall allow UTA, State, and Federal auditors, and UTA agency staff, access to all the records relating to the Contract, for audit, inspection, and monitoring of Goods and/or Services. Such access must be during normal business hours, or by appointment.

4. CONFLICT OF INTEREST: Vendor represents that it has not offered or given any gift or compensation prohibited by the laws of the State of Utah to any officer or employee of UTA to secure favorable treatment with respect to being awarded the Contract.

5. INDEPENDENT CONTRACTOR: Vendor is an independent contractor. As such, Vendor has no authorization, express or implied, to bind UTA to any agreements, settlements, liability or understanding whatsoever. Vendor shall not perform any acts as agent for UTA, except as expressly set forth in the Contract. Compensation stated in the Contract is the total amount payable to Vendor by UTA. Vendor is responsible for the payment of all income tax and social security tax due as a result of payments received from UTA for the Goods and/or Services. Persons employed by UTA and acting under the direction of UTA will not be deemed to be employees or agents of Vendor.

6. STANDARD OF CARE. Vendor shall perform any Services to be provided under the Contract in a good and workmanlike manner, using at least that standard of care, skill and judgment which can reasonably be expected from similarly situated independent contractors (including, as applicable, professional standards of care).

7. SALES TAX EXEMPTION: Purchases of certain materials are exempt from Utah sales tax. UTA will provide a sales tax exemption certificate to Vendor upon request. UTA will not pay Vendor for sales taxes for exempt purchases, and such taxes should not be included in Vendor’s Application for Payment.

8. DELIVERY: Unless otherwise specified in the Contract, all Goods will be delivered FOB to the destination designated by UTA in the PO. Vendor shall be responsible for delivery costs and all risk of loss shall remain with Vendor until such time as the Goods are received by UTA, its agent or consignee, regardless of whether UTA has made full payment for the Goods. Vendor shall deliver all Goods to UTA and perform all Services no later than the date(s) indicated in the PO. If Vendor fails to make delivery of any part of the Goods or fails to perform any portion of the Services on the date(s) indicated, UTA may terminate and pursue other remedies.

9. INSPECTIONS: Goods furnished under the Contract will be subject to inspection and testing by UTA at times and places determined by UTA. If UTA finds Goods furnished to be incomplete or not in compliance with applicable specifications and standards, UTA may reject the Goods and require Vendor to either correct them without charge or deliver them at a reduced price which is equitable under the circumstances. If Vendor is unable or refuses to correct such Goods within a time deemed reasonable by UTA, then UTA may cancel the order in whole or in part. Nothing in this paragraph will adversely affect UTA’s rights including the rights and remedies associated with revocation of acceptance under the Uniform Commercial Code.

10. INVOICING AND PAYMENT: Vendor will promptly submit invoices (within 30 days of delivery of the applicable Goods and/or Services) to UTA. The UTA purchase order number shall be listed on all invoices, freight tickets, and correspondence relating to the Contract. The prices paid by UTA will be those prices listed in the PO. UTA may adjust or return any invoice reflecting incorrect pricing. Unless otherwise specified, payment terms are Net 30 days following receipt of invoice.

11. WARRANTY: Vendor warrants all Goods (including hardware, firmware, and/or software products that it licenses) provided to UTA under the Contract for a period of one year, unless otherwise specified and mutually agreed upon elsewhere in the Contract.

Vendor (seller) acknowledges that all warranties granted to the buyer by the Uniform Commercial Code of the State of Utah apply to the Contract. Product liability disclaimers and/or warranty disclaimers from the seller are not applicable to the Contract unless otherwise specified and mutually agreed upon elsewhere in the Contract. In general, Vendor warrants that: (1) the Good will do what the salesperson said it would do, (2) the Good will live up to all specific claims that the manufacturer makes in their advertisements, (3) the Goods will be suitable for the ordinary purposes for which such items are used, (4) the Goods will be suitable for any special purposes that UTA has relied on Vendor’s skill or judgment to consider when it advised UTA about the Good, (5) the Goods have been properly designed and manufactured, and (6) the Goods are free of significant defects or unusual problems about which UTA has not been warned. Nothing in this warranty will be construed to limit any rights or remedies UTA may otherwise have under the Contract.

12. INDEMNIFICATION: Vendor shall release, protect, defend, indemnify and hold UTA and its trustees, officers, and employees, harmless from and against any damage, cost or liability, including reasonable attorney's fees for any or all injuries to persons, property or claims for money damages arising from the willful misconduct or the negligent acts or omissions of Vendor, its subcontractors and suppliers, and their respective employees and agents, except to the extent caused by the negligent acts or omissions of UTA.

13. INSURANCE:

Standard Insurance Requirements The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The Utah Transit Authority in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this contract by the Contractor, his agents, representatives, employees or subcontractors and Contractor is free to purchase additional insurance as may be determined necessary.

A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage with limits of liability not less than those Stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis.

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

· General Aggregate $4,000,000

· Products – Completed Operations Aggregate $1,000,000

· Personal and Advertising Injury $1,000,000

· Each Occurrence $2,000,000

a. The policy shall be endorsed to include the following additional insured language: "The Utah Transit Authority shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor".

2. Automobile Liability Bodily Injury and Property Damage for any owned, hired, and non-owned vehicles used in the performance of this Contract.

Combined Single Limit (CSL) $2,000,000

1. The policy shall be endorsed to include the following additional insured language: "The Utah Transit Authority shall be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor, including automobiles owned, leased, hired or borrowed by the Contractor".

3. Worker's Compensation and Employers' Liability Workers' Compensation Statutory Employers' Liability Each Accident $100,000 Disease – Each Employee $100,000 Disease – Policy Limit $500,000

a. Policy shall contain a waiver of subrogation against the Utah Transit Authority.

b. This requirement shall not apply when a contractor or subcontractor is exempt under UCA 34A-2-103, AND when such contractor or subcontractor executes the appropriate waiver form.

1. Professional Liability (Errors and Omissions Liability) The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract.

Each Claim $1,000,000 Annual Aggregate $2,000,000

1. In the event that the professional liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of three (3) years beginning at the time work under this Contract is completed.

1. Railroad Protective Liability Insurance (RRPLI) – Remove this section if not applicable During construction and maintenance within fifty (50) feet of an active railroad track, including but not limited to installation, repair or removal of facilities, equipment, services or materials, the Licensee and/or Licensee’s Contractor must maintain “Railroad Protective Liability” insurance on behalf of UTA only as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000.

If the Licensee and/or Licensee’s Contractor is not enrolling for this coverage under UTA’s blanket RRPLI program, the policy provided must have the definition of “JOB LOCATION” AND “WORK” on the declaration page of the policy shall refer to this Agreement and shall describe all WORK or OPERATIONS performed under this Agreement.

B. ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed to include, the following provisions:

1. On insurance policies where the Utah Transit Authority is named as an additional insured, the Utah Transit Authority shall be an additional insured to the full limits of liability purchased by the Consultant. Insurance limits indicated in this agreement are minimum limits. Larger limits may be indicated after the consultant’s assessment of the exposure for this contract; for their own protection and the protection of UTA.

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

C. NOTICE OF CANCELLATION: Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided or canceled except after thirty (30) days prior written notice has been given to the Utah Transit Authority, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. Such notice shall be sent directly to (Utah Transit Authority agency Representative's Name & Address).

D. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly licensed or authorized to do business in the State and with an “A.M. Best” rating of not less than A-VII. The Utah Transit Authority in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

E. VERIFICATION OF COVERAGE: Contractor shall furnish the Utah Transit Authority with certificates of insurance (on standard ACORD form) as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

All certificates and any required endorsements are to be sent to utahta@ebix.com and received and approved by the Utah Transit Authority before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Contract or to provide evidence of renewal is a material breach of contract.

All certificates required by this Contract shall be emailed directly to Utah Transit Authority’s insurance email address at utahta@ebix.com. The Utah Transit Authority project/contract number and project description shall be noted on the certificate of insurance. The Utah Transit Authority reserves the right to require complete, certified copies of all insurance policies required by this Contract at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO THE UTAH TRANSIT AUTHORITY’S CLAIMS AND INSURANCE DEPARTMENT.

F. SUBCONTRACTORS: Contractors’ certificate(s) shall include all subcontractors as additional insureds under its policies or subcontractors shall maintain separate insurance as determined by the Contractor, however, subcontractor's limits of liability shall not be less than $1,000,000 per occurrence / $2,000,000 aggregate. Sub-contractors maintaining separate insurance shall name Utah Transit Authority as an additional insured on their policy. Blanket additional insured endorsements are not acceptable from sub-contractors. Utah Transit Authority must be scheduled as an additional insured on any sub-contractor policies.

G. APPROVAL: Any modification or variation from the insurance requirements in this Contract shall be made by Claims and Insurance Department or the UTA Legal Services, whose decision shall be final. Such action will not require a formal Contract amendment, but may be made by administrative action.

14. Claims and Dispute Resolution

14.1 Claims.

“Claim” means any disputes between UTA and the Vendor arising out of or relating to the Contract Documents including any disputed claims for Contract adjustments that cannot be resolved in accordance with the Written Amendments as set forth in Section 22. Claims must be made by written notice. The responsibility to substantiate claims rests with the party making the claim. Unless otherwise directed by UTA in writing, Vendor shall proceed diligently with performance of the Work pending final resolution of a Claim, including litigation. UTA shall continue to pay any undisputed payments related to such Claim.

14.2 Dispute Resolution.

The parties shall attempt to informally resolve all claims, counterclaims and other disputes. No party may bring a legal action to enforce any term of this Contract without first having exhausted such process. If the dispute cannot be resolved informally, either party may request mediation under the auspices of the Juris Arbitration and Mediation Services (JAMS). A JAMS mediator shall be mutually agreed to among the Parties. The Mediation shall be non-binding. The Mediator shall determine the logistics, format and other aspects of the actual mediation. If mediation is not successful in resolving the dispute, either Party may commence legal action in accordance with the venue and law provisions of this Contract.

15. DEFAULT: If Vendor: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c) makes a general assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers; or (f) fails to comply with any of its material obligations under the Contract, UTA may, at its option either cure the default at Vendor's expense or terminate the Contract after first giving Vendor five (5) days written notice to cure such default. Immediately after such termination, UTA may: (i) take possession of the Goods wherever they may be located and in whatever state of completion they may be together with all drawings and other information necessary to enable UTA to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Vendor any amount then due under the Contract after taking full credit for any offsets to which UTA may be entitled; (iii) contract with or employ any other party or parties to finish the Items; and (iv) collect from Vendor any additional expense, losses or damage which UTA may suffer.

16. Costs and Attorney’s Fees: If any party to this Agreement brings an action to enforce or defend its rights or obligations hereunder, the prevailing party shall be entitled to recover its costs and expenses, including mediation, arbitration, litigation, court costs and attorneys’ fees, if any, incurred in connection with such suit, including on appeal.

17. Governing Law. The Agreement and all Contract Documents are governed by the laws of the State of Utah, without giving effect to its conflict of law principles. Actions to enforce the terms of this Agreement may only be brought in the Third District Court for Salt Lake County, Utah.

18. PATENTS, COPYRIGHTS, ETC: Vendor will defend, indemnify and hold UTA, its officers, agents and employees harmless from liability of any kind or nature, arising from Vendor's use of any copyrighted or un-copyrighted composition, trade secret, patented or un-patented invention, article or appliance furnished or used in the performance of the Contract.

19. ENVIRONMENTAL RESPONSIBILITY: UTA is ISO 14001 Environmental Management System (EMS) certified. Vendor acknowledges that its Goods and/or Services might affect UTA’s ability to maintain the obligation of the EMS. A partial list of activities, products or Services deemed as have a potential EMS effect is available at the UTA website www.rideuta.com. Upon request by UTA, Vendor shall complete and return a Contractor Activity Checklist. If UTA determines that the Goods and/or Services under the Contract has the potential to impact the environment, UTA may require Vendor to submit additional environmental documents. Vendor shall provide one set of the appropriate safety data sheet(s) (SDS) and container label(s) upon delivery of a hazardous material to UTA.

20. PUBLIC INFORMATION: Vendor acknowledges that the Contract and related materials (invoices, orders, etc.) will be public documents under the Utah Government Records Access and Management Act (GRAMA). Vendor’s response to the solicitation for the Contract will also be a public document subject to GRAMA, except for legitimate trade secrets, so long as such trade secrets were properly designated in accordance with terms of the solicitation.

21. SEVERABILITY: If any provision of the Contract is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions will not be affected; and the rights and obligations of the parties will be construed and enforced as if the Contract did not contain the particular provision held to be invalid.

22. WRITTEN AMENDMENTS: The Contract may be amended, modified, or supplemented only by written amendment to the Contract, executed by authorized persons of the parties hereto.

23. ASSIGNMENT: Vendor shall not assign, sell, or transfer any interest in the Contract without the express written consent of UTA.

24. FORCE MAJEURE: Neither party to the Contract will be held responsible for delay or default caused by fire, riot, acts of God and/or war which are beyond that party's reasonable control. UTA may terminate the Contract after determining such delay or default will reasonably prevent successful performance of the Contract.

25. UTAH ANTI-BOYCOTT OF ISRAEL ACT

Contractor agrees it will not engage in a boycott of the State of Israel for the duration of this contract.

26. WAIVER: Any waiver by a party of any breach of any kind or character whatsoever by the other party, whether such be direct or implied, will not be a continuing waiver of or consent to any subsequent breach of the Contract.

27. ENTIRE AGREEMENT: The Contract constitutes the entire agreement between the parties with respect to the subject matter, and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written. The terms of the Contract supersede any additional or conflicting terms or provisions that may be preprinted on Vendor’s work plans, cost estimate forms, receiving tickets, invoices, or any other related standard forms or documents of Vendor that may subsequently be used to implement, record, or invoice Goods and/or Services hereunder from time to time, even if such standard forms or documents have been signed or initialed by a representative of UTA. The terms of the Contract prevail in any dispute between the terms of the Contract and the terms printed on any such standard forms or documents, and such standard forms or documents will not be considered written amendments of the Contract.

Part 4 – A Purchase Order will be issued for Award

Part 5 – Forms

PROPOSAL FORMS AND DECLARATIONS

TO: …………………, Procurement and Contracts Specialist Utah Transit Authority 669 West 200 South Salt Lake City, Utah 84101

Having examined all the documents, general conditions and instructions, and the work scope entitled “____________________”, dated ________, 20__ the undersigned requests consideration to furnish the services required by said documents exclusive of all Federal excise taxes, local sales and use taxes for the sum as mutually agreed upon in the final contract documents.

0. ADDENDA

The undersigned bidder/proposer acknowledges receipt of the following addenda:

Addendum No. Date____________________ Addendum No. Date____________________

Addendum No. Date____________________ Addendum No. Date____________________

Failure to acknowledge receipt of all addenda may cause the bid/proposal to be rejected as non‑responsive.

0. Disclosure of Organizational Conflicts of Interest An organizational conflict of interest means that, because of other activities, relationships, or contracts, the Proposer is unable, or potentially unable, to render impartial assistance or advice to UTA; the Proposer’s objectivity in performing the work identified in this RFP is or might be otherwise impaired; or the Proposer has an unfair competitive advantage. If a Proposer believes that it has, or may have, a real or perceived organizational conflict of interest, it must disclose such real or perceived organizational conflict of interest in its Proposal, and describe the measures taken by the Proposer to mitigate such conflict. UTA will review such information and, in its sole discretion, determine whether a real or perceived organizational conflict of interest exists, and whether such conflict warrants disqualification of the Proposer, or may be mitigated by taking further measures. By signing the Declaration contained below, Proposer certifies that it is unaware, to the best of its knowledge and belief, of any organizational conflict of interest.

0. No Collusion By submitting a Proposal, the Proposer represents and warrants that its Proposal is genuine and not a sham, and that the Proposer has not colluded with any other parties regarding this procurement process. If UTA learns that the Proposal is not genuine, or that the Proposer has colluded with other parties or engaged in any anti-competitive or fraudulent practices in connection with this procurement process, UTA may immediately terminate any resulting contract and seek any remedies available in equity or at law.

0. E-VERIFY

Each Proposer and each person signing on behalf of any Proposer certifies as to its own entity, under penalty of perjury, that the named Proposer has registered and is participating in the Status Verification System to verify the work eligibility status of the contractor’s new employees who are employed in the State of Utah in accordance with applicable immigration laws including UCA Section 63G-12-302.

Signing the Proposal is deemed the Proposer’s certification of compliance with all provisions of this employment status verification certification required by all applicable status verification laws including Utah Code Ann. § 63G-12-302.

The successful Proposer shall require that the following provision be placed in each subcontract at every tier: “The subcontractor shall certify to the main (prime or general) contractor, by affidavit, that the subcontractor has verified through the Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with applicable immigration laws including Section 63G-12-302 and shall comply with all applicable employee status verification laws. Such affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work.”

UTA will not consider a proposal for award, nor will it make any award where there has not been compliance with this Section. Furthermore, non-compliance with this section is a material breach of the Contract.

0. SUBCONRACTOR CAPABILITY

The undersigned bidder/proposer certifies that it and each of its subcontractors possess an adequate supply of workers qualified to perform the work specified herein; that there is no existing or impending dispute between it and any labor organization; and that it is prepared to comply fully with prevailing wage requirements, minimum wages, maximum hours of work, and equal opportunity provisions contained in the general conditions of the contract.

F. UTAH ANTIDISCRIMINATION ACT:

Offeror hereby declares that it is and will remain fully compliant with the provisions of the Utah Anti-discrimination Act (UTAH CODE §§ 34A-5-101 TO 34A-5-108) and the equivalent anti-discrimination laws of its State of incorporation and/or headquarters location. Under the Act, an employer may not refuse to hire, promote, discharge, demote, or terminate a person, or to retaliate against, harass, or discriminate in matters of compensation or in terms, privileges, and conditions of employment against a person otherwise qualified, because of: race, color, sex, pregnancy, childbirth, or pregnancy-related conditions; age, if the individual is 40 years of age or older; religion; national origin; disability; sexual orientation; or gender identity.

In addition to avoiding discriminatory employment practices as described above, Offeror also declares that all goods and services it provides to UTA are useable and accessible by individuals with disabilities as described in Title II of the American with Disabilities Act and Section III (H) of UTA Policy 6.1.1 which states that programs, services, and facilities procured by UTA will be accessible to and useable by individuals with disabilities. Offeror further certifies that any digital software, tool, program or web application must meet the most recent version of the Web Content Accessibility Guidelines (WCAG) found at https://www.w3.org/TR/WCAG21. To the extent Offeror is providing transportation services, vehicles or facilities it also declares that it is in compliance with Department of Transportation (DOT) ADA standards found at 49 CFR Parts 27, 37, 38, and 39.

G. UTAH ANTI-BOYCOTT OF ISRAEL ACT:

Offeror certifies that it is not currently engaged in a boycott of the State of Israel; and agrees not to engage in a boycott of the State of Israel for the duration of this contract.

BID OR PROPOSAL DECLARATION: The Offeror and its agents and representatives whose signature is affixed below certifies, to the best of its knowledge and belief, that it is in full faith and compliance with the declarations and certifications contained in this Part 5 of this RFP or IFB, Dated at , this ___ day of __________, 20___.

Signature of Bidder/Proposer:

If an individual:

doing business as .

By_______________________________

If a partnership:

By ____, General Partner

If a corporation:

a ________ corporation, By ______, President

Attest: ______________________ Secretary

Address:

City, State, Zip Code (or Province and Country)

Area Code and Telephone Number of Bidder/Proposer

Fill out and submit attached Excel Pricing Sheet.

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