1-RFP 25-039781PP On-Demand.pdf

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UTAH TRANSIT AUTHORITY

REQUEST FOR PROPOSALS

Cover Sheet

General Information

Project Name UTA On Demand Microtransit and Other Innovative Mobility Services

Project Description

UTA is seeking one or more qualified firms to provide turnkey contracted transit services. The purpose of this service is to provide efficient and effective transit service to areas of lower population density not currently served by other transit modes, consistent with UTA policy. This procurement supports seamless, innovative transit services within and across multiple Innovative Mobility Zones (IMZs). All services will be ADA-accessible and managed through a single, UTA-branded app that integrates with its preferred trip planner, Transit App. This procurement will enable a range of solutions, from Transportation as a Service - including microtransit, TNC trips, low-ridership shuttles, and flexible holiday operations - to software and consulting services.

Project Start Date The estimated contract start date will be at time of award, with services scheduled to begin January 1, 2027.

Contract Type IDIQ Master Service Agreement(s) in Pool Arrangements with Not-to-Exceed Service Orders

Funding Source X Local � State X Federal

DBE Goal N/A

Pre-Procurement Vendors Meeting Previously held in September 2025. Link to the PowerPoint presentation. Links to the in-person and virtual meetings are: Prospective Vendor RFP In Person Meeting 9_8_25.mp4 and Prospective Vendor RFP Online Meeting 9_10_25.mp4

Procurement Process Information

RFP No. 25-039781PP

Contract Administrator Pat Postell 669 West 200 South https://rideuta.sharepoint.com/:b:/r/sites/MicrotransitSharing/Shared%20Documents/General/Next%20On%20Demand%20RFP/Final%20Drafts%20to%20Pat/Archive/On%20Demand%20RFP%20Vendor%20Meeting_with%20legal%20content.pdf?csf=1&web=1&e=rsdySI https://rideuta.sharepoint.com/:v:/r/sites/MicrotransitSharing/Shared%20Documents/General/Next%20On%20Demand%20RFP/Final%20Drafts%20to%20Pat/Prospective%20Vendor%20RFP%20In%20Person%20Meeting%209_8_25.mp4?csf=1&web=1&e=iPbkIj&nav=eyJyZWZlcnJhbEluZm8iOnsicmVmZXJyYWxBcHAiOiJTdHJlYW1XZWJBcHAiLCJyZWZlcnJhbFZpZXciOiJTaGFyZURpYWxvZy1MaW5rIiwicmVmZXJyYWxBcHBQbGF0Zm9ybSI6IldlYiIsInJlZmVycmFsTW9kZSI6InZpZXcifX0%3D https://rideuta.sharepoint.com/:v:/r/sites/MicrotransitSharing/Shared%20Documents/General/Next%20On%20Demand%20RFP/Final%20Drafts%20to%20Pat/Prospective%20Vendor%20RFP%20In%20Person%20Meeting%209_8_25.mp4?csf=1&web=1&e=iPbkIj&nav=eyJyZWZlcnJhbEluZm8iOnsicmVmZXJyYWxBcHAiOiJTdHJlYW1XZWJBcHAiLCJyZWZlcnJhbFZpZXciOiJTaGFyZURpYWxvZy1MaW5rIiwicmVmZXJyYWxBcHBQbGF0Zm9ybSI6IldlYiIsInJlZmVycmFsTW9kZSI6InZpZXcifX0%3D https://rideuta.sharepoint.com/:v:/r/sites/MicrotransitSharing/Shared%20Documents/General/Next%20On%20Demand%20RFP/Final%20Drafts%20to%20Pat/Prospective%20Vendor%20RFP%20Online%20Meeting%209_10_25.mp4?csf=1&web=1&e=XAWDtd&nav=eyJyZWZlcnJhbEluZm8iOnsicmVmZXJyYWxBcHAiOiJTdHJlYW1XZWJBcHAiLCJyZWZlcnJhbFZpZXciOiJTaGFyZURpYWxvZy1MaW5rIiwicmVmZXJyYWxBcHBQbGF0Zm9ybSI6IldlYiIsInJlZmVycmFsTW9kZSI6InZpZXcifX0%3D https://rideuta.sharepoint.com/:v:/r/sites/MicrotransitSharing/Shared%20Documents/General/Next%20On%20Demand%20RFP/Final%20Drafts%20to%20Pat/Prospective%20Vendor%20RFP%20Online%20Meeting%209_10_25.mp4?csf=1&web=1&e=XAWDtd&nav=eyJyZWZlcnJhbEluZm8iOnsicmVmZXJyYWxBcHAiOiJTdHJlYW1XZWJBcHAiLCJyZWZlcnJhbFZpZXciOiJTaGFyZURpYWxvZy1MaW5rIiwicmVmZXJyYWxBcHBQbGF0Zm9ybSI6IldlYiIsInJlZmVycmFsTW9kZSI6InZpZXcifX0%3D

DocuSign Envelope ID: 4C018591-1985-4583-8A02-F67CC844E13A DocuSign Envelope ID: 221E5CC4-69F4-4760-926D-09163C56E586

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

Salt Lake City, Utah 84101

(801) 287-3060 ppostell@rideuta.com

Evaluation Criteria:

Technical Evaluation – 80 Points

• Methodology and Approach

- 50 points

• Regulatory Compliance – 20 points

• Qualifications and Experience – 10 points

Pricing Factors: - 20 points

• Price Reasonableness – 10 Points

• Stated 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 count at eighty (80) points of the total evaluation. The price will be considered twenty (20) points of the total evaluation. See Part 2 for more information on the proposal content and rating method. There could be multiple awards.

Projected RFP Schedule:

Please refer to Bonfire for updates to all dates and times.

A) Issue Request for Proposals October 21, 2025, 3:00 pm MST

B) Deadline to submit Questions and Request for Approved Equals or Changes to UTA

November 5, 2025, 2:00 pm MST

C) Last day for UTA to issue addenda and clarifications November 15, 2026, 5:00 pm

MST

D) Deadline to submit Proposals December 9, 2025, 2:00 pm

MST

E) Presentations/Interviews/Problem-Solving Exercises(optional)

TBD if needed

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 Separate Documents:

Exhibit A – Scope of Work: UTA On Demand Microtransit and Other Innovative Mobility Services Exhibit B – Price Proposal Form Exhibit C – Federal Required Clauses and Certifications

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Exhibit D1 – Sample Service Order 1 for Standard Microtransit Exhibit D2 – Sample Service Order 2 for Salt Lake City Westside Exhibit D3 – Sample Service Order 3 for Software Licenses Only – Tooele Appendix A – ADA Vehicle Specifications Appendix B – PCI Compliance Appendix C – UTA Minimum Required Performance Metrics

Proposal Contents

Page Limit

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

25 Pages

(NOTE: please do not add website links to your Technical Proposal. All website links will be redacted.)

Submittal Instructions

• One (1) electronic copy of the technical proposal and one electronic copy of the price proposal shall be uploaded to Bonfire on or before the deadline referenced above. See Part 2and Part 3 of this RFP for further instructions.

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

• Exhibit B – Price Proposal Form – As a separate document

• Exhibit C – Federal Certifications and Assurances

• Appendix A – ADA Vehicle Specifications – Provide information

• W-9 – Vendor Registration Form

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Part 1 – Project Specific Information

A. GENERAL OVERVIEW

Utah Transit Authority (UTA) is seeking one or more qualified firms to provide turnkey contracted transit services. The purpose of this service is to provide efficient and effective transit service to areas of lower population density not currently served by other transit modes, consistent with UTA policy. This procurement supports seamless, innovative transit services within and across multiple Innovative Mobility Zones (IMZs). All services will be ADA-accessible and managed through a single, UTA-branded app that integrates with its preferred trip planner, Transit App. This procurement will enable a range of solutions, from Transportation as a Service - including microtransit, TNC trips, low-ridership shuttles, and flexible holiday operations - to software and consulting services.

1. HISTORY

UTA On Demand launched as a pilot program in southern Salt Lake County in 2019 and became part of UTA’s regular revenue service in 2021. Service expanded over the years to serve the Salt Lake City Westside area in 2021 and Tooele County and South Davis County in 2022. In 2025, service expanded again to the West Provo-Orem area in Utah County.

2. UTA ON DEMAND BACKGROUND

2024 service stats for UTA On Demand:

• Total 2024 ridership: 569,758 and approximately 1% of UTA ridership

• Average weekday ridership: 1,935

• Number of unique riders: 14,640

• Total area: 163.5 square miles and approximately 20% of UTA service area coverage

• 2024 Budget: Approximately $11 million

UTA On Demand microtransit is an innovative form of transportation that connects riders with other transit services like TRAX, FrontRunner, or bus, and to other destinations in the community.

The app-based technology matches multiple riders traveling in a similar direction into a single vehicle, allowing for quick and efficient shared trips. The service provides additional mobility options and expands transit access to help fill in transit gaps within communities. UTA On Demand is a coverage-based service designed for areas where traditional fixed-route transit is not practical.

3. TRANSPORTATION AS A SERVICE (TAAS)

The primary purpose of this procurement is to procure turnkey, all-inclusive transportation solutions covering technology, vehicles, maintenance, drivers, customer service, reporting, and marketing. UTA is interested in expanding its service types and may do so during the duration of this

DocuSign Envelope ID: 4C018591-1985-4583-8A02-F67CC844E13A DocuSign Envelope ID: 221E5CC4-69F4-4760-926D-09163C56E586 contract. Required TaaS types will be complemented with the necessary software and consulting support. TaaS types will include:

• Microtransit Operations: ADA-accessible vans using advanced routing technology, potentially transitioning to electric vehicles.

• TNC Operations: Non-dedicated fleet, including ADA taxis. (New)

• Low Ridership Shuttle Operations: Small, midi, or full-size vehicles serving low-demand areas (under five riders per hour). (New)

• Flexible Holiday Operations: Test providing rides to and from train stations on holidays that

UTA does not serve. (New)

4. SOFTWARE AND CONSULTING

• Software as a Service (SaaS): Provision of SaaS integrated into the Contractor’s TaaS as well as licensing of the technology required for the TaaS solutions modified as needed for independently operated IMZs, such as Tooele County.

• Consulting Services: Support for planning and future service design.

• Advance booking ride reservation system. (New)

UTA anticipates the approximate proportions of these services over the initial term, for both programmed and unprogrammed services, and will be 80% microtransit, 10% TNC operations, 5% shuttles, and 5% all other services combined. These proportions are approximate and for general guidance only. They are based on the conditions at RFP-issuance and may change throughout the life of the master services agreement.

5. RIDERSHIP

Year over year, as the service coverage has expanded and as demand has increased, UTA On Demand ridership has climbed from about 77,000 annual rides in 2021 to 247,000 rides in 2022 and 415,000 rides in 2023. As of August 2024, an average of 21% of UTA On Demand rides are used as a first/last-mile connection to transit. An average of 41% of rides are shared with multiple riders.

6. PROCUREMENT OVERVIEW

This procurement supports seamless, innovative transit services across multiple Innovative Mobility Zones (IMZ) within the UTA service area, aligning with UTA’s Five-Year and Long-Range Transit Plans. It will establish a master services agreement (MSA), further defined below, allowing for future service area expansions or new services as needed.

The procurement value is anticipated to be split 75/25 between programmed (ongoing) services and the delivery of new, unprogrammed services. All future service orders will be subject to budget availability.

Proposers should not assume that the current UTA On-Demand microtransit and related services will remain unchanged. To help prospective contractors understand and differentiate between the various services, photos and graphics are included to illustrate UTA's preferences and expectations in Exhibit A.

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• Initial Term: Three years (2027–2029) with two optional one-year renewals (up to 2031 or 5 total years).

• ADA accessibility: All services will be accessible to individuals with disabilities.

• Single UTA-branded application: All services will be managed through a single application, referred to in this proposal as the UTA On Demand App. This app will integrate all solutions and connect with UTA’s preferred trip planner, Transit App.

• Seamless, one-stop shopping experience: All services will be electronically integrated with the UTA's fare system.

7. CONTRACT STRUCTURE

This service contract is a Master Services Agreement (MSA) that establishes the scope and terms that govern the services that will be provided under this contract. Specific services will be authorized under this contract with service orders. This contract will be procured and executed with one or more service orders that includes the continuation of existing services. Other service orders may be initiated from time to time. This procurement ensures UTA continues to expand and improve innovative mobility solutions while maintaining accessibility and efficiency. All service orders are contingent on annual budget approval.

8. CONTRACT MODIFICATION

The scope, budget and other terms of this contract can be modified using change orders to the MSA and Service Orders, as prescribed by UTA.

9. ADDITION OF SUBCONTRACTORS

The Contractor may propose to use a subcontractor during the contract term which will be subject to UTA review and approval. Such proposal must include all information necessary for UTA evaluation of the subcontractor’s experience and qualifications and the specific scope of services that the proposed subcontractor will perform.

10. GENERAL CONTRACT REQUIREMENTS

10.1 CONTRACTOR MINIMUM TECHNICAL QUALIFICATIONS REQUIREMENTS

The Contractor must meet the following minimum requirements. It is not required for a single contract to meet all the minimum requirements. Requirements may be addressed by a single contract or across multiple contracts.

• At least one contract for provision of on-demand services similar or comparable to those defined in this technical scope of services where the Contractor or one or more of the members of a joint venture was responsible for direct provision of on-demand services.

• At least one contract where the Respondent was responsible for fleet maintenance services.

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Based on the contracts used by the Contractor to meet these criteria, the Contractor must meet the following requirements:

• The Contractor must have annual sales from transit-related services of at least $25 million.

• At least one contract directly with a government agency or as a subcontract where the ultimate entity was a government agency.

The proposer must include in its proposal documentation sufficient to demonstrate its experience complies with these requirements and up-to-date references with the contracting entity that will allow UTA to confirm the information in the documentation is accurate and complete. Any proposer failing to demonstrate compliance with these minimum requirements shall be excluded from the competition.

10.2 CONTRACTOR MINIMUM TECHNICAL PERFORMANCE REQUIREMENTS

The Contractor must directly perform a minimum of 51% of the transportation services operated under this agreement, as measured by value, passenger miles or passengers. The services performed in order to comply with this requirement must be performed directly by the Contractor’s own employees or individual independent contractors directly contracted by the Contractor.

These services include but are not limited to vehicle operations, vehicle maintenance, service dispatching and customer service. The services included in the calculation of the required percentage cannot be provided by a subcontractor or other affiliated entity.

11. SCOPE OF WORK

11.1 THE FULL SCOPE OF WORK CAN BE FOUND IN EXHIBIT A.

11.2 SPECIAL REQUIREMENTS

(If you are procuring Software as a Service, please include the following:)

Security Features

The proposed solution must have a high level of cybersecurity and a unique URL for UTA. All UTA data must be kept in a separate database and never commingled with other customers’ data.

Activity auditing must be available for all actions and be trackable by user. Specific technical details of the security measures in place should be included in the submission for review by UTA’s Information Security team. The proposed solution must comply with UTA Security Requirements for SaaS/Customed Developed Systems found in the sample contract located in Part 4 of this RFP.

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REQUEST FOR PROPOSALS

Part 2 – Procurement Process Information

A. 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 Bonfire is 50mb.

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

B. PROPOSAL CONTENT

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

Section 1: Cover Letter – (No Points)

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. The cover letter does not count against page limitations identified on page 3 of this RFP.

Section 2 - Technical Proposal (80 Points Possible)

Tab 1: Methodology and Approach (50 Points):

• Proposer must demonstrate a clear and detailed approach to the Scope of Work.

• Evaluation will assess attention to detail and whether the proposed solution is a complete

"turnkey" solution.

• Qualification statements are required for the proposer, subcontractors, and any joint venture partners.

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Tab 2: Regulatory Compliance (20 Points):

• Proposer must demonstrate the ability to meet all regulatory requirements.

• Key areas of compliance to be evaluated include: ADA, FTA, D&A, Safety, EEO, and all federal reporting and processes.

Tab 3: Qualifications and Experience (10 Points):

• Proposer must demonstrate the quality and scope of work capabilities.

• Evaluation is based on the firm's experience, specifically requiring recent and relevant examples.

• Firms must include a point of contact, firm address, and contact information for any follow-up questions.

• References: Provide a minimum of three (3) references from your current customer base.

Include firm name, address, phone number, contract number, and email address.

Section 3 - Price Proposal (20 Points Possible):

The price proposal shall be evaluated based on both price and cost realism. Price will be taken at face value, while cost realism will be evaluated based on whether the evaluator believes the Contractor’s price reflects a realistic understanding of the scope of effort and resources required to complete the project. Price proposals shall receive a rating from 0 to 20 based on the combined evaluation of price and cost realism.

Evaluation Criteria:

Stated Price – 10 Points Price Realism – 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 BONFIRE AS A SEPARATE FILE FROM THE

TECHNICAL PROPOSAL.

Price Estimate:

UTA’s price estimate for these contracted services assumes multiple service orders. Going forward, UTA will determine an annual budget for services requested in this RFP as part of the annual budgeting process which supports the agency’s strategic goals and objectives, contingent on available funds and UTA Board’s approval. Proposers are required to submit an estimate for the initial term. The Contractors will be required to submit an estimate for each subsequent service order scope request. It is important to note that the timing of UTA’s price estimate is not allocated equally per year. Instead, UTA anticipates a gradual ramping up of service orders each year.

Subsequent Years’ Pricing & Inflation Index:

Subsequent years’ service charges, including options years, will be increased by the simple average percentage increase in the Personal Consumption Expenditures PCE price index as reported by the Congressional Budget Office for the complete calendar year preceding the service season, unless UTA determines that the service order must be amended, or a new service order https://www.bea.gov/data/personal-consumption-expenditures-price-index

DocuSign Envelope ID: 4C018591-1985-4583-8A02-F67CC844E13A DocuSign Envelope ID: 221E5CC4-69F4-4760-926D-09163C56E586 negotiated. The purpose of this requirement is to mitigate inclusion of inflation in the price proposal.

For example, if the simple average PCE in 2024 is 2.50%, then service charges in 2026 will increase by 2.50%.

Service charge inflation indexing does not apply to market rates.

Weighting of Evaluation Criteria

Proposals will be evaluated based on responses to the information requested herein. The Utah Transit Authority may interview one or more firms as part of the evaluation process; however, a decision to award a contract may be based solely upon the submitted proposals.

This is a best-value procurement wherein the award will be made to the responsive and responsible respondent whose proposal is determined to be the most advantageous to UTA, with the evaluation taking into consideration both the technical and pricing factors. In the evaluation, the technical and pricing factors shall be weighted as detailed above.

The Price Proposal must be submitted in a separate file from the technical proposal.

The Technical Proposal must not contain any cost or price information included in the proposal.

UTA may use the following cost formula: Each proposal will be given a score from 1 to 20 based on both price and cost realism. A proposal with a low price and a high degree of cost realism shall receive a score on the upper end of the scale. A proposal with a high price and a low degree of cost realism shall receive fewer points on the lower end of the scale. To arrive at an overall total score, the price proposal rating will be weighed according to the overall evaluation criteria and combined with the technical evaluation scores.

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Part 3 – Standard Terms of Solicitation

A. INSTRUCTIONS TO PROPOSERS

1. SUBMISSION OF PROPOSALS

Proposals must be uploaded to Bonfire by the “Bid Ends” date and time listed on Bonfire.

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 Bonfire at https://utah.bonfirehub.com/portal/?tab=openOpportunities; 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 https://vendorsupport.gobonfire.com/hc/en-us. 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).

2. FEDERAL REQUIREMENTS

If federal funds are being used to finance this project, the Contractor shall also comply with the additional applicable federal terms and conditions listed in Exhibit C and submit all applicable certifications, forms and reports listed in Exhibit D.

• UTA eComply Solutions. In addition, where federal funds are being used, the Bidder/Proposer shall submit required labor and subcontractor information to UTA through following portal: https://uta.ecomply.us. The information provided shall include the following:

• Set up and maintain contractor login for all persons inputting information in the system.

• Description of payments received from UTA and payments made to subcontractors of all tiers, including amounts and confirmation of payment.

• All certified payroll must be input into eComply Solutions which may be accomplished either through direct input or importation from the contractor’s accounting system.

• All subcontract award amounts, dates signed and change orders.

• Certified payroll information shall be uploaded on a weekly basis; all other information shall be uploaded or input no less than monthly.

• The Contractor shall include this clause in all subcontracts and manage and monitor compliance of all subcontractors within the UTA eComply system.

https://utah.bonfirehub.com/portal/?tab=openOpportunities https://vendorsupport.gobonfire.com/hc/en-us https://uta.ecomply.us/ Khan, Sadika (Proj Development Planner II) @Postell, Pat (Procurement & Contracts Spec) Where is Exhibit D?

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3. MINIMUM STANDARDS

This RFP sets forth the minimum requirements that all Proposals must meet. Failure to submit Proposals in accordance with this RFP may render the Proposal unacceptable or non-responsive.

UTA may, in its sole discretion, waive minor irregularities in a Proposal that do not alter the quality or quantity of the information provided.

4. CONFIDENTIAL, PROTECTED, AND PUBLIC INFORMATION

In accordance with Utah Code Section 63G-2-305(6) of the Government Records Access and Management Act (GRAMA) and UTA's Procurement Standard Operating Procedures (SOPs), procurement information related to this procurement will not be made public until after the execution of the Contract with the successful Proposer. Procurement information includes the Proposals submitted by Proposers in response to this RFP, any accompanying documentation, and records maintained by UTA during the procurement process.

UTA will maintain a process to ensure confidentiality for the duration of this procurement. If the Proposer submits information in its Proposal that it believes is "trade secret," the Proposer must follow the procedure set forth in Section 63G-2-309 of GRAMA.

Additionally, for ease of Proposal evaluation, UTA requests that each Proposer also follow the steps identified below:

• Clearly mark all trade secret information as such in its Proposal at the time the Proposal is submitted and include a cover sheet stating, “DOCUMENT CONTAINS TRADE SECRET INFORMATION,” and identifying each section and page which has been so marked.

• Include a statement with its Proposal justifying the Proposer’s determination that certain records are trade secret information for each record so defined.

• In addition to the Proposal uploaded to Bonfire, upload a second copy of the Proposal (as an attachment) that has all the trade secret information deleted, and label this copy of the Proposal “Public Copy.” If a Proposer uploads a Proposal containing no trade secret information, no "Public Copy" needs to be submitted. However, any Proposer that submits a Proposal containing no trade secret information must so certify in a cover letter to its Proposal; and

• Defend any action seeking release of the records it believes to be trade secret information and indemnify, defend, and hold harmless UTA and the State of Utah and its agents and employees from any judgments awarded against UTA and its agents and employees in favor of the party requesting the records, including any and all costs connected with that defense. This indemnification survives UTA’s cancellation or termination of this procurement or award and subsequent execution of the Contract. In submitting a Proposal, the Proposer agrees that this indemnification survives as long as the trade secret information is in possession of UTA.

All records pertaining to this procurement will become public information after the execution of the Contract unless such records are identified as trade secret information as specified above. No liability will attach to UTA for the errant release of trade secret information by UTA under any circumstances.

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5. SUBMITTING QUESTIONS TO UTA

Questions and Requests for changes to the RFP must be submitted via the Bonfire Q&A page before the end of the Question and Answer period. UTA’s answers to timely questions will be posted on the Bonfire Q&A page. All communications regarding this RFP should be addressed solely to the Contract Administrator whose name and contact information are listed on the Cover Page of the RFP.

6. REQUESTS FOR APPROVED EQUALS OR CHANGES

Whenever a brand, manufacturer, or product name is indicated in this RFP, it is included only for the purpose of establishing identification and a general description of the item. Wherever such names appear, the term "or approved equal" is considered to follow.

Requests for Approved Equals must be submitted via Bonfire Q&A page. UTA retains the discretion to withhold approval for one or more requested equals if the magnitude of requested approvals exceeds UTA’s available resources to allow for adequate evaluation in support of a timely procurement.

Any request for an approved equal must be fully supported with technical data, test results, or other pertinent information as evidence that the substitute offered is equal or better than the RFP requirement.

UTA will only assess requests for approved equals if the price of the substitute product is competitive with the price of the product specified in the RFP, as determined by UTA in its sole discretion.

It should be understood that specifying a brand name, components, and/or equipment in this RFP will not relieve the Proposer from its responsibility to provide the product in accordance with the performance warranty and contractual requirements. The Proposer shall notify UTA of any inappropriate brand name, component, and/or equipment that may be called for in this RFP and shall propose a suitable substitute for consideration.

7. ADDENDA TO THE REQUEST FOR PROPOSALS

UTA reserves the right to make changes to the RFP by issuing a written addendum to the RFP which will be posted to Bonfire.

8. MULTIPLE OR ALTERNATIVE PROPOSALS

The submission of multiple or alternative Proposals, except as specifically called for in the RFP, may render all such Proposals non-responsive and may cause the rejection of some or all of such Proposals.

9. WITHDRAWAL OF PROPOSALS

A Proposer may withdraw its Proposal from Bonfire before the Proposal due date without prejudice to itself.

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10. COST OF PROPOSALS

UTA is not liable for any costs incurred by Proposers in the preparation, presentation, or negotiation of Proposals submitted in response to this RFP.

11. EXAMINATION OF REQUEST FOR PROPOSALS

The submission of a Proposal constitutes an acknowledgment upon which UTA may rely that the Proposer: (i) has thoroughly examined and is familiar with the RFP, including the contractual terms in Part 4, (ii) is familiar with any work site identified in the RFP, and (iii) has reviewed and inspected all applicable statutes, regulations, ordinances, and resolutions addressing or relating to the goods and services to be provided hereunder. The failure or neglect of a Proposer to receive or examine such documents, work sites, statutes, regulations, ordinances, or resolutions will in no way relieve the Proposer from any obligations with respect to the Proposer’s Proposal or to any contract awarded pursuant to this RFP. No reduction or modification in the Proposer’s obligations will be allowed based upon a lack of knowledge or misunderstanding of this RFP, work sites, statutes, regulations, ordinances, or resolutions.

12. FIRM OFFER

Unless otherwise stated in this RFP, submission of a Proposal constitutes an offer to provide the goods or services described in the RFP, for the price set forth in the Proposal. Such offer must be good and firm for a period of ninety (90) days after the Deadline to Submit Proposals.

B. SELECTION PROCESS

1. NO PUBLIC OPENING

This is an RFP and, as such, the Proposals submitted in response to this RFP will not be subject to a public opening.

2. UTA’S PROCUREMENT OPTIONS

Based on submitted information, UTA may do or take any of the following actions, without limitation:

• Select a Proposer based solely on the written proposals, with or without subsequent negotiations.

• Ask for more information or clarifications before making a selection.

• Use presentations, interviews, or problem-solving exercises before making a selection.

• Under specific circumstances described in the Utah Procurement Code, determine a

Competitive Range, conduct Discussions, and/or request Best and Final Offers (BAFO) before making a selection if a material error in the RFP is discovered during the evaluation process, UTA may issue an addendum to all Proposers that have submitted Proposals requesting revised Proposals based upon the corrected RFP.

• Decline to accept any Proposal.

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• Re-advertise.

• Cancel the procurement or

• Elect to otherwise procure the needed services in accordance with UTA policy and procedures.

UTA reserves the right to negotiate price, scope, schedule, and other contract terms with the preferred Proposer after a selection is made.

3. RESPONSIBILITY

UTA will not select a Proposer who is deemed by UTA, in its sole discretion, to lack the ability or responsibility to perform successfully under the terms of the contract. Such determination of responsibility may encompass management, technical, legal, financial matters and cyber security preparedness. Proposers deemed to be not responsible to cyber security risk factors will be notified and may be given an opportunity to remediate.

4. CHECKING REFERENCES

UTA reserves the right to contact any reference specifically named by the Proposer in its Proposal or any other additional references as deemed appropriate by UTA, including references suggested by the Proposer's named references or references known to UTA through its own knowledge of the transportation industry.

5. REQUESTS FOR CLARIFICATION

The Proposer shall provide accurate and complete information to UTA. If information is incomplete, contains a clerical error, or is otherwise unclear, UTA may either (i) declare the Proposal non-responsive, (ii) evaluate the Proposal as submitted, or (iii) issue a Request for Clarifications to the Proposer stating the information needed and a date and time by which the information must be provided. If the Proposer does not respond to the Request for Clarifications in a timely manner, or if the Proposer’s response is deemed to be insufficient by UTA, in its sole discretion, then UTA may declare the Proposal non-responsive.

All requests for Clarification will be in writing via Bonfire Q&A page, with responses submitted according to the instructions contained in the request for Clarification. Responses must be limited to answering the specific information requested by UTA.

6. PRESENTATIONS / INTERVIEWS / PROBLEM-SOLVING EXERCISES

UTA may utilize presentations, interviews, and/or problem-solving exercises during this procurement if, at the sole discretion of UTA, it is considered to be in UTA's best interest. If UTA determines that presentations and/or interviews and/or problem-solving exercises are in its best interest, UTA will notify all or a short-list of the most highly qualified Proposers of the decision to utilize presentations and/or interviews and/or problem-solving exercises and schedule the presentations and/or interviews and/or problem-solving exercises in such a way as to not unduly delay the procurement process.

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UTA reserves the right, in its sole discretion, to conduct multiple rounds of presentations and/or interviews and/or problem-solving exercises, if it deems necessary to do so, with one or more Proposers.

7. COMPETITIVE RANGE

Under specific circumstances described in the Utah Procurement Code, UTA may declare a Competitive Range that includes only those Proposers with a reasonable chance of being selected.

UTA will declare a Competitive Range, if it chooses to do so, after a thorough analysis of the Proposals.

8. DISCUSSIONS

UTA may, at its sole discretion, conduct written and/or verbal discussions with any of the Proposers in the Competitive Range regarding the content of their Proposal. If discussions are held, they will be held with all Proposers in the Competitive Range.

9. BEST AND FINAL OFFERS

UTA may request Best and Final Offers from responsible offerors:

• Only with the approval of the Chief Procurement Officer; and

• Only if:

o No single proposal adequately addresses all the specifications stated in the RFP;

o All proposals are unclear or deficient in one or more respects;

o All cost proposals exceed the identified budget.

Although UTA reserves the right to issue a request for Proposal revisions (including Best and Final Offers), UTA is under no obligation to do so. UTA may make its selection and award based on the initial Proposals submitted.

If UTA requests Proposal revisions and/or BAFOs, Proposers in the Competitive Range may be informed of and requested and/or allowed to revise their Proposals, including correction of any weaknesses, minor irregularities, errors, and/or deficiencies identified to the Proposers by UTA following initial evaluation of the Proposals. The request for Proposal revisions and/or BAFOs will allow adequate time for the Proposers to revise their Proposals. Upon receipt of the Proposal revisions and/or BAFOs, the evaluation process will be repeated. The process will consider the revised information and re-evaluate and revise ratings as appropriate. Although this RFP allows for Proposal revisions and/or BAFOs, all efforts will be made to make a selection based on initial Proposals. If Discussions are held, UTA will attempt to limit the selection process to a single BAFO following Discussions. If a Proposal revision and/or BAFO is requested of a Proposer, and that Proposer opts to not submit a Proposal revision and/or BAFO that Proposer's original Proposal or most recent Proposal revision, as appropriate, will be treated as its BAFO.

10. BEST VALUE DETERMINATION

This is a Best Value procurement, in which selection of a Proposer is based on a combination of

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11. NEGOTIATIONS

After selection, but prior to award of the Contract, UTA may, at its sole discretion, either conduct negotiations with the successful Proposer or UTA may choose not to conduct negotiations with the successful Proposer and award the Contract to the successful Proposer based on its written Proposal and any additional information received during Discussions and Proposal revisions and/or BAFOs, if conducted.

If UTA and the selected Proposer are unable to reach an agreement on the scope, contractual terms, and/or price of the Contract, then UTA may, in its sole discretion, negotiate with the next most advantageous Proposer or choose to terminate the procurement in its entirety.

Once negotiations have been terminated with any Proposer, the negotiations may not be reopened with that Proposer under any circumstances.

If UTA receives only one responsive Proposal, UTA reserves the right to negotiate all elements of the Proposal and the Contract with the sole responsive Proposer, including, but not limited to, profit.

12. NOTICE TO UNSUCCESSFUL PROPOSERS

Following execution of the Contract between UTA and the successful Proposer, UTA will inform unsuccessful Proposers of the number of Proposals received and the name of the successful Proposer. UTA will attempt to provide this notice promptly after the Contract is executed. However, UTA’s failure to give this notice will not be deemed to affect the validity of the Contract.

13. DEBRIEFS

Upon request from an unsuccessful Proposer, UTA may, but is not required to, provide debriefing information for the sole purpose of discussing, in a limited manner, the strengths and weaknesses of the unsuccessful Proposal.

14. PROTESTS

Protests are governed by the Utah Procurement Code, Utah Code Ann. § 63G-6a-1601 et seq. To be valid, a protest must be in writing and be filed with UTA within the timeframes set forth in Utah Code Ann. § 63G-6a-1602. A protest will be deemed to be filed pursuant to these procedures when actually received by the designated recipient via email to protests@rideuta.com.

All protests must include:

• The name, address, and email address of the protester;

• The appropriate contact person for the protester, to whom all protest correspondence shall be addressed;

mailto:protests@rideuta.com

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• The solicitation or project number; and

• A detailed statement outlining the nature of the protest including, without limitation: (i) the alleged facts and evidence giving rise to the protestor to claim that it has been aggrieved; (ii) the protestor’s standing to protest; and (iii) the legal grounds upon which the protest is based.

The Procurement Officer shall make a written determination regarding the protest. An unfavorable determination by the UTA Procurement Officer is eligible for administrative reconsideration by a panel determined by the Chair of the UTA Board of Trustees. A notice of appeal must be delivered by the Protestor within five (5) calendar days of the date of the Procurement Officer’s decision. A notice of appeal addressed as follows:

Chair, UTA Board of Trustees c/o Utah Transit Authority 669 West 200 South Salt Lake City, Utah 84101 Attn: Board Coordinator

CONTAINS TIME-SENSITIVE PROTEST MATERIALS

Any further appeal may only be made pursuant to Utah Code Ann. § 63G-6a-1801 et seq. A protesting entity must exhaust administrative appeals prior to filing a judicial appeal pursuant to Utah Code Ann. § 63G-6a-1801 et seq.

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Part 4 – Master Services Agreement (MSA)

UTA CONTRACT # 25- 039664PP

UTA ON DEMAND MICROTRANSIT AND OTHER INNOVATIVE MOBILITY SERVICES

SAMPLE CONTRACT

This Master Services Agreement (MSA or Contract) is entered into and made effective as of the date of last signature below (the "Effective Date") by and between UTAH TRANSIT AUTHORITY, a public transit district organized under the laws of the State of Utah ("UTA"), and ("Contractor").

RECITALS

WHEREAS, UTA desires to hire professional services for UTA On Demand Microtransit and Other Innovative Mobility Services ("Work").

WHEREAS, On, UTA issued Request for Proposal Package Number 25-039781PP ("RFP") encouraging interested parties to submit proposals to perform the services described in the

RFP.

WHEREAS, Upon evaluation of the proposals submitted in response to the RFP, UTA selected Contractor as the preferred entity with whom to negotiate a contract to perform the Work.

WHEREAS, Contractor is qualified and willing to perform the Work as set forth in the Scope of Services.

AGREEMENT

NOW, THEREFORE, in accordance with the foregoing Recitals, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereafter set forth, the mutual benefits to the parties to be derived here from, and for other valuable consideration, the receipt and sufficiency of which the parties acknowledge, it is hereby agreed as follows:

1. SERVICES TO BE PROVIDED

a. This MSA sets forth the general scope of services (Work) and pricing for the services to be acquired hereunder as described in Exhibit A. However, Service Orders shall be issued for one or more discreet projects to be performed under the MSA. A Not-To-Exceed (NTE) price shall be negotiated for each discreet Service Order using the composite rates specified in

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Exhibit B of this MSA once specific scope and requirements are identified. All terms of this MSA shall apply to each Service Order.

b. Contractor shall perform all Work under this Contract in a professional manner, using at least that standard of care, skill and judgment which can reasonably be expected from similarly situated professionals.

c. All Work shall conform to generally accepted standards in the transit industry. Contractor shall perform all Work in compliance with applicable state and federal laws, regulations, rules, ordinances, permit constraints and other legal requirements including, without limitation, those related to safety and environmental protection.

d. Contractor shall furnish only qualified personnel who meet any applicable state and federal licensing or other eligibility requirements and materials necessary for the performance of the Work.

e. When performing Work on UTA property, Contractor shall comply with all UTA work site rules including, without limitation, those related to safety and environmental protection.

f. Contractor and UTA shall work together in a spirit of collaboration while recognizing UTA's responsibility as the provider of public transit services and Contractor's role as a service provider to UTA.

g. Any outreach or communications with UTA's stakeholders or constituent cities, towns or local governments will be done in collaboration with UTA. Via shall not initiate or respond directly to communications with UTA constituents or stakeholders but shall refer all such inquires or communications back to UTA.

2. MANAGEMENT OF WORK/ISSUANCE OF SERVICE TASK ORDERS

a. Contractor's Project Manager will be the day-to-day contact person for Contractor and will be responsible for all Work, as well as the coordination of such Work with UTA.

b. UTA's Project Manager will be the day-to-day contact person for UTA and shall act as the liaison between UTA and Contractor with respect to the Work. UTA's Project Manager shall also coordinate any design reviews, approvals or other direction required from UTA with respect to the Work.

c. Service Orders (SOs) within the general scope of this MSA shall be issued by UTA once the requirements for specific tasks or projects become identified. Each SO shall be issued with a defined scope of work and a not-to-exceed price based on the composite rates and other pricing contained in Exhibit B. The Contractor shall provide a proposal for each SO once requested by UTA containing a description of Work along with an NTE. The Contractor shall not begin work on a SO until specifically authorized by the UTA Program Manager.

d. SOs shall be issued using the form contained at Exhibit D.

3. PROGRESS OF WORK

a. Contractor shall prosecute the Work in a diligent and continuous manner and in accordance with all applicable notice to proceed, critical path schedule and guaranteed completion date requirements set forth in (or developed and agreed by the parties in accordance with) the Scope of Services.

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b. Contractor shall conduct regular meetings to update UTA's Project Manager regarding the progress of the Work including, but not limited to, any unusual conditions or critical path schedule items that could affect or delay the Work. Such meetings shall be held at intervals mutually agreed to between the parties.

c. Contractor shall deliver monthly progress reports and provide all Contract submittals and other deliverables as specified in the Scope of Services.

d. Any drawing or other submittal reviews to be performed by UTA in accordance with the Scope of Services are for the sole benefit of UTA and shall not relieve Contractor of its responsibility to comply with the Contract requirements.

e. UTA will have the right to inspect, monitor and review any Work performed by Contractor hereunder as deemed necessary by UTA to verify that such Work conforms to the Contract requirements. Any such inspection, monitoring and review performed by UTA is for the sole benefit of UTA and shall not relieve Contractor of its responsibility to comply with the Contract requirements.

f. UTA shall have the right to reject Work which fails to conform to the requirements of this Contract.