REQUEST FOR PROPOSAL

Proposal No.: RFP4365

Subject: Comprehensive Transit and Mobility Study

Closing Date: Proposals must be received no later than 1:30 p.m. on May 14, 2026. Proposals should be submitted electronically through Bonfire.

Proposals will also be accepted at the following address with the bid number and subject indicated on the envelope:

Office of the Purchasing Agent City of Jefferson 320 E McCarty St Jefferson City, MO 65101

Purchasing Agent: Megan Stephenson Mstephenson@jeffersoncitymo.gov 573-634-6324 mailto:Mstephenson@jeffersoncitymo.gov

REQUEST FOR PROPOSALS

COMPREHENSIVE TRANSIT AND MOBILITY STUDY

FOR CITY OF JEFFERSON

1. GENERAL INFORMATION

A. Introduction

The City of Jefferson, herein referred to as City, invites interested, qualified individuals or firms, herein referred to as proposers, bidders, contractors, etc., to develop a Comprehensive Transit and Mobility Study. This study will evaluate JEFFTRAN operations, explore diverse mobility options, and provide short- and long-term recommendations. The City strongly encourages proposals featuring innovative, emerging, and future-forward mobility concepts. The City is soliciting sealed proposals for the services described in these specifications. The Request for Proposal (RFP) provides information concerning the objectives, scope, general methodology, conduct of the services, and instructions for submitting a proposal.

B. Notice to Proposers

Before submitting the response, each Proposer shall become fully informed as to the extent and character of the work required.

No consideration will be granted for any alleged misunderstanding of the equipment to be used or services to be required, it being understood that the submission of a proposal is an agreement to all items and conditions referred to herein.

C. Pre-Proposal Conference

There will be no pre-proposal conference.

If a Proposer would like to set up a meeting to clarify any information, please send a request to Megan Stephenson (mstephenson@jeffersoncitymo.gov). Any questions answered will be released as an addendum.

Questions regarding the RFP specifications must be directed to Megan Stephenson, mstephenson@jeffersoncitymo.gov, 573-634-6324.

D. Bid Submittal

Proposers should be creative in their proposed solutions. The City is looking for innovative ways to provide excellent, improved services to the citizens of Jefferson City and if possible, reduce costs. Requirements and needs are the City’s assumed needs but the City will be relying on the experts in this field to assist us in determining what will work best for our city.

Proposals should not exceed 25 pages and must include the following. It may be helpful to the evaluators to structure in a way that coincides with the evaluation criteria:

mailto:mstephenson@jeffersoncitymo.gov mailto:mstephenson@jeffersoncitymo.gov

• Describe the approach, method, and procedure the Offeror intends to use in implementing the contract. If the Offeror intends to hire outside consultants, the Offeror must identify who they are and how they will be used. Offeror must explain how their methodology conforms to the objectives and scope as set forth in this RFP. Specify the address of the office where the work will be conducted and coordinated. Indicate any requirements that will be requested from the City.

• Description of the qualifications and experience of the firm and key personnel to be assigned to this project to include experience in providing comparable services to other municipalities or organizations.

• Demonstration of understanding the scope of this project and implementing projects funded through the Federal Transit Administration;

• Information on how you will be able to assist the City with obtaining federal grant funds to support.

• Resources to be Used - Identify the resources that the Offeror intends to commit to the work, including the qualifications, experience, and recent relevant training of the management and staff assigned. Indicate the number of hours to be worked by managers and other professional staff assigned to the engagement and their hourly rates. Breakdown of expenses such as supplies, travel, and taxes. Identify the individual who will represent the Offeror in all matters concerning the contract. Indicate how the quality of staff over the term of the contract will be assured. Include a statement from each subcontractor that will be used in the performance of the contract to include subcontractor’s name, mailing address, telephone number, email and contact person; the general scope of work to be performed by the subcontractor; and the subcontractor’s willingness to perform the indicated work.

• References – Include up to three references from similar projects within the last three years.

Include: contact name; contact title; address; phone number; email address; and project name, description, and dates (Attachment A);

• Additional Information (Optional) – Communication materials, brochures, websites, etc.;

• Cost Proposal – Cost proposal should include an itemized cost for all activities required to complete the work as specified herein including a final not-to-exceed total cost.

• Timetable - Include a timetable with milestone dates for delivery of the preliminary findings and recommendations, preliminary draft report, and final report, and the proposed payment schedule.

• Certificate of No Tax Due from the Missouri Department of Revenue.

• Attachment B – Affidavit of Compliance with E-Verify along with a copy of the signed

MOU page (sample is included);

• Attachment C– Authority to Execute Certification;

• Attachment D – Anti-Collusion Affidavit;

• Attachment E – Certification Regarding Lobbying; and

Bidders may submit more than one option if desired.

Proposals should be submitted electronically through Bonfire (https://jeffersoncitymo.bonfirehub.com).

https://jeffersoncitymo.bonfirehub.com/

Proposals may also be submitted via hard-copy to the following address. Hard-copy proposals should have the proposal number (RFP4365) indicated on the outside of the envelope.

City of Jefferson Purchasing Agent 320 E. McCarty Street Jefferson City, MO 65101

Regardless of submittal method, proposals must be received no later than 1:30 p.m. on May 14, 2026. Proposals received after this date and time will not be considered.

Proposals will not be publicly opened. Proposals will become public records at the time of contract execution or when all proposals have been rejected. Do not mark “confidential” in your RFP response, or include any proprietary information with your proposal response.

E. Evaluation and Award

Award will be made to the lowest and best responsible offeror whose proposal conforms to the solicitation that will be most advantageous to the City. In determining lowest and best, the following criteria will be considered.

Evaluation Criteria Maximum Points

Experience and Technical Competencies 15 References 10

Capability and Resources 15 Availability and Schedule Management 10

Project Approach and Innovation 25 Cost 25

TOTAL: 100

Under the provisions of City Code, Section 26A-40, the City reserves the right to conduct negotiations of the proposals received or may award a contract without negotiations.

The City may conduct interviews with Proposers as deemed necessary by the City. The City will provide ample time for scheduling the interviews. Interviews may be held in-person or via video conference.

Upon selection of awardee, the City will issue a formal contract with the selected vendor. A sample contract can be found in Exhibit 1 – Sample Contract.

F. Contract Period

The contract period will be for the time needed for completion as indicated in the proposal, but the work must be completed no later than December 31, 2026.

G. Subcontractors

Subcontractors may be used by the Offeror in performing any portion of the services requested in this RFP; however, the Offeror will be the sole point of contact, including payment of all charges resulting from the contract, and will be responsible for all services whether or not the Offeror performs them. If subcontractors are used, a statement from each subcontractor must be included in the proposal, signed by an individual authorized to legally bind the subcontractor, and stating the following:

• The subcontractor’s name, mailing address, telephone number, email address, and contact person.

• The general scope of work to be performed by the subcontractor.

• The subcontractor’s willingness to perform for the indicated.

H. Changes in Personnel

The Offeror will notify the City of any changes to the management and professional staff identified in the proposal. The City’s approval will be required before assigning any other management or professional staff to this engagement.

I. Withdrawal of Bids

Proposers may withdraw their bid after depositing with the Purchasing Agent at any time prior to the stipulated time for opening of such bids. Proposals submitted after the opening date may only be withdrawn through submission of a written request due to a significant error(s) or if exposure of proposal information may cause irreparable harm to the proposer.

J. Right to Accept or Reject Bids

The right is hereby reserved to accept or reject all or part of any bid, to waive informalities and to request new bids as the interest of the City may require.

K. Tax Exempt Status

The City of Jefferson is tax-exempt by law. Do not include tax in bidding. A federal tax-exempt certificate will be furnished when requested.

L. Invoicing and Payment

The Contractor shall submit invoices for services to the Public Works Department, Transit Division, 320 East McCarty Street, Jefferson City, Missouri 65101. The City shall only be liable for charges as indicated in the final contract. The Contractor may determine the frequency of the billing but shall not be paid more than as indicated in the contract.

M. Restrictive Clause

Proposers must contact the Office of the Purchasing Agent at least five (5) days prior to the bid opening if any of the specification contains restrictive language or requirements that render him unable to bid.

N. Proprietary Products

Any piece of equipment described herein that is a proprietary product, or the use of a manufacturer’s or vendor’s brand name, is referenced with the intent to indicate a standard of design desired by the buyer and shall not be construed to exclude other manufacturer’s products of comparable quality. The buyer reserves the right to determine the quality of the equipment offered.

O. American’s with Disabilities Act

Individuals should contact the ADA Coordinator at (573) 634-6570 to request accommodations or alternative formats as required under the Americans with Disabilities Act. Please allow three business days to process the request.

P. Federal Work Authorization Program

Proposers that meet the definition of a business entity as defined in section 285.525, RSMo, pertaining to section 285.530, RSMo, providing services exceeding $5,000, shall maintain enrollment and participation in a federal work authorization program with respect to the employees hired after enrollment in the program who are proposed to work in connection with the contracted services included herein. If the Proposer’s business status changes during the life of the contract to become a business entity as defined in section 285.525, RSMo, pertaining to section 285.530, RSMo, then the Proposer shall, prior to the performance of any services as a business entity under the contract enroll and participate in a federal work authorization program such as E-Verify.

Proposers must, by sworn affidavit and provision of documentation (copy of the E-Verify Memo of Understanding Electronic Signature Page), affirm their enrollment and participation in a federal work authorization program. Proposers shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. See Attachment B – Affidavit of Compliance with E-Verify document.

For vendors that are not already enrolled and participating in a federal work authorization program, E-Verify is an example of this type of program. Information regarding E-Verify is available at https://www.e-verify.gov/.

Q. Federal Clauses

The City is a recipient of federal grant funds through the Federal Transit Administration (FTA).

Therefore, the grant requirements in Exhibit 2 – Federal Clauses, shall be fully considered in preparing responses and performing work under any resulting award.

https://www.e-verify.gov/

R. Insurance Requirements/Contract

Contractors shall provide certificate of insurance in accordance with all requirements shown in the sample contract. See Exhibit 1 - Sample Contract.

Upon acceptance of bid, the contractor shall enter into a contract for this work as outlined by the City. See Exhibit 1 – Sample Contract.

S. Protest Procedure

For all bids not exempted from the competitive bidding procedures, the City will provide a tabulation of bids and recommendation for award by email to all responding bidders. Bidders wishing to challenge the award decision shall have a specified time, as listed on the recommendation for award, to file a bid protest with the purchasing agent.

The protest must be filed in writing to the purchasing agent and must specify the grounds upon which the protest is based. A valid protest must 1) come from an actual bidder or offeror for the request, and 2) who claim to be the rightful award. That is, protest is not valid if filed by a bidder who cannot show they would be awarded the contract if their protest were accepted.

The purchasing agent will review the protest and issue a written decision. If the bidder disagrees with the decision of the purchasing agent, the decision may be appealed to the finance director.

The request for appeal must be filed within a specified time, as listed on the protest decision, with the purchasing agent. The request must describe the specific reason for the appeal and is limited to those matters that were raised in the original protest letter.

The finance director will review the protest and issue a written decision. If the bidder is not satisfied, they may ask that their protest be considered by the City Administrator if the award is less than $25,000.00 or the City Council if the award is $25,000.00 or more. Any decision regarding the matter made by the City Administrator or City Council is final.

All protests will be reported to the Federal Transportation Administration.

T. Preference for U.S. Manufactured Goods

On purchases in excess of $25,000, the city shall select products manufactured, assembled or produced in the United States, if quantity, quality, and price are equal. Every contract for public works construction or maintenance in excess of $25,000 shall contain a provision requesting the contractor to use American products in the performance of the contract.

U. Disadvantaged Business Enterprise Participation Encouraged

The Disadvantaged Business Enterprise (DBE) goal for this solicitation is 0%. DBE participation is encouraged. A listing of accepted DBE firms can be found on the Missouri Regional Certification Committee (MRCC). Click on the MRCC Directory at the following link:

https://www.modot.org/welcome-external-civil-rights https://www.modot.org/welcome-external-civil-rights

By submitting a proposal or entering into any Resulting Agreement, Contractor acknowledges that they have received and shall comply by the DBE, Prompt Payment, Return of Retainage Payments provisions of Exhibit 2.

a. Contractors will submit the name and other information, if any, about their DBE sub-contractors along with their bid submissions.

b. Sufficient and reasonable efforts will be made to use qualified DBE sub-contractors when possible on City contracts.

c. Qualified small, woman owned, and minority businesses will be included on solicitation lists as sub-contractors for City supplies, services, and construction.

d. Qualified small, woman owned, and minority businesses will be solicited whenever they are potential sources.

e. When economically feasible, contractors will divide total requirements into smaller tasks or quantities so as to permit maximum small, woman owned, and minority business participation.

f. Where the requirements permit, contractors will establish delivery schedules which will encourage participation by small, woman owned and minority businesses.

Contractors will use the services and assistance of the Small Business Administration, the Office of Equal Opportunity, and the Community Services Administration.

V. Changes to Bid Documents

Changes to contract documents prior to bidding will be by addendum issued by the city.

Prospective Proposers shall acknowledge receipt of all addenda on bid forms.

W. Termination

The City reserves the right to terminate the contract at any time, for the convenience of the City, without penalty or recourse, by giving written notice to the Contractor at least thirty (30) calendar days prior to the effective date of such termination. The Contractor shall be entitled to receive compensation for services and/or supplies delivered to and accepted by the City pursuant to the contract prior to the effective date of termination.

X. Laws and Regulations

The Contractor shall perform services in accordance with all applicable state, local and federal statutes and legal requirements in his performance of this contract. In addition, the Proposer’s attention is directed to City Code, Chapter 17 – Licenses, Taxation and Miscellaneous Business Regulation.

The Contractor must obtain a Jefferson City Business License and be registered and in good standing with the Missouri Secretary of State’s Office.

2. BACKGROUND

A. Jefferson City is located in Central Missouri. It is the Capital of Missouri with a population of 43,228, making it the 15th largest city in the state.

B. The City of Jefferson, Transit Division operates the local public transit services under the name of JEFFTRAN. JEFFTRAN currently operates six (6) fixed routes and three (3) Tripper routes. It also offers a complementary paratransit or demand response service called HandiWheels.

JEFFTRAN currently operates five (5) days per week from 6:40 a.m. to 6:00 p.m., Central time.

C. JEFFTRAN’s rolling stock consists of twelve (12) low floor Gillig buses, used for regular fixed route and peak service as well as ten (10) Ford F450 wide body cutaway buses used for paratransit purposes. All fleet vehicles are equipped with wheelchair lifts.

D. Information on current fares, route maps, schedules and Handi-Wheels can be found at the following web address: https://www.jeffersoncitymo.gov/government/transit/index.php.

E. The City currently uses Passio Paraplan software for Handi-Wheels, however Paraplan will no longer be supported after March 2026. The new software is currently unknown. The City uses IT Curves software for fixed routes to provide AVL, APC, and AVA.

3. SCOPE OF WORK

This citywide study will assess how JEFFTRAN can improve service efficiency, increase ridership, and expand options for residents. The goal is to create a connected, accessible, and sustainable mobility system that better serves all members of the Jefferson City community—whether by bus, bike, scooter, or shared ride.

A. Minimum Consultant Qualifications

1. Firms must have provided similar services as those sought herein for a minimum of five

(5) years within the United States.

2. Have sufficient financial strength, resources and capabilities to support and enable the work to be performed and to complete the agreement is a satisfactory manner.

3. Key personnel must have a minimum of three (3) years of experience providing similar services, preferably with municipalities.

https://www.jeffersoncitymo.gov/government/transit/index.php

4. Have knowledge and understanding of applicable regulations and codes and be familiar with local conditions relating to the services.

B. Consultant Responsibilities

The consultant will perform, at minimum, the following tasks. The City strongly encourages the inclusion of new, creative, and innovative concepts throughout the study:

1. Operational and Service Analysis:

a. Review current routes, schedules, fleet condition, staffing levels, and system performance.

b. Evaluate the efficiency of existing service and identify under- or over-served areas.

c. Assess opportunities for evening and weekend service extensions.

d. Consultants are encouraged to apply innovative analytical tools, data visualization, or modeling strategies to identify opportunities for service improvements.

2. Mobility Options and Integration:

a. Evaluate feasibility of microtransit, rideshare, bikeshare, and scooter systems.

b. Recommend strategies for first-mile/last-mile connectivity and multimodal transfers.

c. Assess infrastructure needs for safe integration of new mobility modes.

d. Consultants are encouraged to propose emerging and next-generation mobility concepts, pilot-ready ideas, or technologies not currently deployed in Jefferson City.

3. Customer Experience and Accessibility:

a. Evaluate pedestrian and ADA accessibility to stops and facilities.

b. Assess technology use (apps, real-time tracking, fare integration).

c. Recommend tools to improve rider experience and access equity.

d. New and innovative customer experience solutions—including MaaS platforms, integrated trip-planning tools, or enhanced digital communication strategies—are highly encouraged.

4. Workforce and Operations Review:

a. Consultants may recommend creative workforce models, technology-enabled scheduling tools, or innovative staff development approaches that improve operational sustainability.

5. Financial and Policy Framework:

a. Conduct cost-benefit analysis for all proposed service and technology options.

b. Evaluate sustainable funding sources and grant opportunities.

c. Recommend metrics for monitoring performance and return on investment.

d. Innovative funding partnerships, grant funding, mobility-related revenue models, or alternative financing frameworks are encouraged where feasible.

6. Community and Stakeholder Engagement:

a. Conduct public outreach including workshops and surveys.

b. Engage community organizations, businesses, and underserved groups.

c. Integrate community input into final recommendations.

d. Consultants are encouraged to use new and creative outreach strategies, digital engagement tools, or interactive platforms that improve participation and accessibility.

7. Final Deliverables:

a. Draft and Final Reports summarizing findings and both short- and long-term recommendations.

b. Cost estimates, operational models, and funding scenarios.

c. GIS-based mobility network maps.

d. Presentation to City Council and stakeholders.

8. Innovation and Future Mobility Concepts:

The consultant is strongly encouraged to propose new, creative, and forward-thinking mobility solutions that extend beyond traditional transit analysis. Examples may include, but are not limited to:

a. Emerging technologies

b. On-demand or flexible service models

c. New multimodal integration concepts

d. Pilot-ready mobility zones or partnerships

e. Innovations that expand access, sustainability, and system efficiency

9. Proposals should clearly describe:

a. The innovative concept or technology

b. Anticipated benefits for Jefferson City

c. Required infrastructure or policy changes

d. Cost considerations and funding opportunities

e. Feasibility of implementation, including pilot deployment

C. City Responsibilities

The City shall:

1. Assign a representative who will be the main point of contact and oversee the project.

2. Provide access to data, GIS files, reports and staff.

3. Respond timely to information requests.

4. Assist in public engagement coordination.

5. EXHIBITS AND ATTACHMENTS

• Exhibit 1 – Sample Contract

• Exhibit 2 – Federal Clauses

• Attachment A – References

• Attachment B – Affidavit of Compliance with E-Verify

• Attachment C – Authority to Execute form

• Attachment D – Anti-Collusion Affidavit

• Attachment E – Certification Regarding Lobbying

• Attachment F – Disadvantaged Business Utilization Agreement

EXHIBIT 1 – Sample Contract

CITY OF JEFFERSON

CONTRACT FOR PROFESSIONAL SERVICES

THIS CONTRACT, made and entered into the date last executed by a party as indicated below, by and between the City of Jefferson, a municipal corporation of the State of Missouri, hereinafter referred to as “City”, and ___________________ hereinafter referred to as “Contractor”.

WITNESSETH:

THAT WHEREAS, the City desires to engage the Contractor to render certain services to provide a Transportation and Mobility Study hereinafter described in Exhibit A.

WHEREAS, Contractor has made certain representations and statements to the City with respect to the provision of such services and the City has accepted said proposal to enter into a contract with the Contractor for the performance of services by the Contractor.

NOW THEREFORE, for the considerations herein expressed, it is agreed by and between the City and the Contractor as follows:

1. Scope of Services.

Contractor agrees to provide all supervision, labor, tools, equipment, materials and supplies for services to provide a Transportation and Mobility Study, as set forth in Exhibit A. In the event of a conflict between this agreement and any attached exhibits, the provisions of this agreement shall govern and prevail.

2. Payment.

The City hereby agrees to pay Contractor for the work done pursuant to this contract according to the payment schedule set forth in the contract documents upon acceptance of said work by an Agent of the City of Jefferson’s Public Works Department, and in accordance with the rates and/or amounts stated in the bid of Contractor dated_________, which are by reference made a part hereof. No partial payment to Contractor shall operate as approval or acceptance of work done or materials furnished hereunder. No change in compensation shall be made unless there is a substantial and significant difference between the work originally contemplated by this agreement and the work actually required. The total amount for services rendered under this contract shall not _____________________________________ ($________)

3. Term.

This contract shall be in effect from _______________ through __________.

4. Additional Services.

The City may add to Contractor services or delete therefrom activities of a similar nature to those set forth in Exhibit A, provided that the total cost of such work does not exceed the total cost allowance as specified in paragraph 2 hereof. The Contractor shall undertake such changed activities only upon the direction of the City. All such directives and changes shall be in written form and approved by the City and shall be accepted and countersigned by the Contractor or its agreed representatives.

5. Personnel to be Provided.

The Contractor represents that Contractor has or will secure at its expense all personnel required to perform the services called for under this contract by the Contractor. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Contractor. All of the services required hereunder will be performed by the Contractor or under the Contractor’s direct supervision and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. None of the work or services covered by this contract shall be subcontracted except as provided in Exhibit A without the written approval of the City.

6. Contractor’s Responsibility for Subcontractors.

It is further agreed that Contractor shall be as fully responsible to the City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons it directly employs. Contractor shall cause appropriate provisions to be inserted in all subcontracts relating to this work, to bind all subcontractors to Contractor by all the terms herein set forth, insofar as applicable to the work of subcontractors and to give Contractor the same power regarding termination of any subcontract as the City may exercise over Contractor under any provisions of this contract. Nothing contained in this contract shall create any contractual relations between any subcontractor and the City or between any subcontractors.

7. Independent Contractor.

The Contractor is an independent contractor and nothing herein shall constitute or designate the Contractor or any of its employees as agents or employees of the City.

8. Benefits not Available.

The Contractor shall not be entitled to any of the benefits established for the employees of the City and shall not be covered by the Workmen’s Compensation Program of the City.

9. Nondiscrimination.

The Contractor agrees in the performance of the contract not to discriminate on the grounds or because of race, creed, color, national origin or ancestry, sex, religion, handicap, age or political affiliation, against any employee of Contractor or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder.

10. Illegal Immigration.

Prior to commencement of the work:

a. Contractor shall, by sworn affidavit and provision of documentation, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services.

b. Contractor shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services.

c. If Contractor is a sole proprietorship, partnership, or limited partnership, Contractor shall provide proof of citizenship or lawful presence of the owner.

11. Notice to Proceed.

The services of the Contractor shall commence upon execution of this Agreement, and shall be undertaken and completed in accordance with the schedule contained in Exhibit A.

12. Termination.

If, through any cause, the Contractor shall fail to fulfill in timely and proper manner its obligations under this contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Contractor of such termination and specifying the effective date thereof, at least five (5) days before the effective day of such termination. The City reserves the right to terminate this contract for convenience by giving at least fourteen (14) days prior written notice to Contractor, without prejudice to any other rights or remedies of the City, provide Contractor shall be entitled to payment for all work completed by Contractor through the date of termination. The Contractor may with cause terminate this contract upon 30 days prior written notice. In either such event all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the Contractor under this contract shall, at the option of the City, become its property, and the compensation for any satisfactory work completed on such documents and other materials shall be determined. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any such breach of contract by the Contractor.

13. Waiver of Breach.

Failure to insist upon strict compliance with any of the terms covenants or conditions herein shall not be deemed a waiver of any such terms, covenants or conditions, nor shall any failure at one or more times be deemed a waiver or relinquishment at any other time or times by any right under the terms, covenants or conditions herein.

14. Authorship and Enforcement.

Parties agree that the production of this document was the joint effort of both parties and that the contract should not be construed as having been drafted by either party. In the event that the City successfully enforces the terms of this contract through litigation, the City shall be entitled to receive, in addition to any other relief, its reasonable attorney’s fees, expenses and costs.

15. Severability.

If any section, subsection, sentence, or clause of this contract shall be adjudged illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect the legality, validity, or enforceability of the contract as a whole, or of any section, subsection, sentence, clause, or attachment not so adjudged.

16. Assignment.

The Contractor shall not assign any interest in this contract, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of the City thereto. Any such assignment is expressly subject to all rights and remedies of the City under this agreement, including the right to change or delete activities from the contract or to terminate the same as provided herein, and no such assignment shall require the City to give any notice to any such assignee of any actions which the City may take under this agreement, though City will attempt to so notify any such assignee.

17. Existing Data.

All information, data and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Contractor without charge by the City, and the City shall cooperate with the Contractor in every reasonable way in carrying out the scope of services. The Contractor shall not be liable for the accuracy of the information furnished by the City.

18. Confidentiality.

Any reports, data or similar information given to or prepared or assembled by the Contractor under this contract which the City requests to be kept as confidential shall not be made available to any individual or organization by the Contractor without prior written approval of the City.

19. Indemnity.

To the fullest extent permitted by law, the Contractor will defend, indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of or resulting from the performance of the work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the work itself) including the loss of use resulting therefrom and (2) is caused in whole or in part by any negligent act or omission of contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this paragraph.

20. Insurance.

Contractor shall provide, at its sole expense, and maintain during the term of this agreement commercial general liability insurance with a reputable, qualified, and financially sound company licensed to do business in the State of Missouri, and unless otherwise approved by the City, with a rating by Best of not less than “A,” that shall protect the Contractor, the City, and the City’s officials, officers, and employees from claims which may arise from operations under this agreement, whether such operations are by the Contractor, its officers, directors, employees and agents, or any subcontractors of Contractor. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from all Contractor operations, products, services or use of automobiles, or construction equipment at a limit of $500,000 Each Occurrence, $3,000,000 Annual Aggregate; provided that nothing herein shall be deemed a waiver of the City’s sovereign immunity. An endorsement shall be provided which states that the City is named as an additional insured and stating that the policy shall not be cancelled or materially modified so as to be out of compliance with the requirements of this section, or not renewed without 30 days advance written notice of such event being given to the City.

21. Documents.

Reproducible copies of tracings and maps prepared or obtained under the terms of this contract shall be delivered upon request to and become the property of the City upon termination or completion of work. Copies of basic survey notes and sketches, charts, computations and other data prepared or obtained under this contract shall be made available, upon request, to the City without restrictions or limitations on their use. When such copies are requested, the City agrees to pay the Contractor its costs of copying and delivering same.

22. Books and Records.

The Contractor and all subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred in connection with this contract, and shall make such materials available at their respective offices at all reasonable times during the contract and for a period of three (3) years following completion of the contract.

23. Nonsolicitation.

The Contractor warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this contract, and that they have not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this contract.

For breach or violation of this warranty, the City shall have the right to annul this contract without liability, or, in its discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee.

24. Delays.

That the Contractor shall not be liable for delays resulting from causes beyond the reasonable control of the Contractor;

that the Contractor has made no warranties, expressed or implied, which are not expressly set forth in this contract; and that under no circumstances will the Contractor be liable for indirect or consequential damages.

25. Amendments.

This contract may not be modified, changed or altered by any oral promise or statement by whosoever made; nor shall any modification of it be binding upon the City until such written modification shall have been approved in writing by an authorized officer of the City. Contractor acknowledges that the City may not be responsible for paying for changes or modifications that were not properly authorized.

26. Governing Law.

The contract shall be governed by the laws of the State of Missouri. The courts of the State of Missouri shall have jurisdiction over any dispute which arises under this contract, and each of the parties shall submit and hereby consents to such courts exercise of jurisdiction. In any successful action by the City to enforce this contract, the City shall be entitled to recover its attorney’s fees and expenses incurred in such action.

27. Notices.

All notices required or permitted hereinunder and required to be in writing may be given by first class mail addressed to the following addresses. The date and delivery of any notice shall be the date falling on the second full day after the day of its mailing.

If to the City: If to the Contractor:

City of Jefferson Name Public Works Department Name 320 East McCarty Street Address Jefferson City, Missouri 65101 Address

CITY OF JEFFERSON, MISSOURI CONTRACTOR

Mayor, Ron Fitzwater Title:

Date: __________ Date: __________

ATTEST: ATTEST:

City Clerk Title:

APPROVED AS TO FORM:

City Attorney

EXHIBIT 2 – FEDERAL CLAUSES

The City of Jefferson is a recipient federal grant funds through the Federal Transit Administration (FTA). Therefore, the following requirements shall be fully considered in preparing responses and performing work under any resulting award.

INCORPORATION OF FTA TERMS

The following provisions include, in part, certain Standard Terms and Conditions required by FTA, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by FTA, as set forth in the FTA Master Agreement, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The subrecipient shall not perform any act, fail to perform any act, or refuse to comply with any of the City’s. requests which would cause the City to be in violation of the FTA terms and conditions.

NO GOVERNMENT OBLIGATION TO THIRD PARTIES

The City and subrecipient acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the City, subrecipient, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract.

The subrecipient agrees to include the above clause in each contract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the contractor who will be subject to its provisions.

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS

The subrecipient acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 C.F.R. Part 31, apply to its actions pertaining to this Project.

Upon execution of the underlying contract, the subrecipient certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which the work is being performed. In addition to other penalties that may be applicable, the subrecipient further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 to the extent the Federal Government deems appropriate.

The subrecipient acknowledges that 49 U.S.C. § 5323(l)(1) authorizes the Federal Government to impose the penalties under 18 U.S.C. § 1001 if the subrecipient provides a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation in connection with a federal public transportation program under 49 U.S.C. chapter 53 or any other applicable federal law.

NOTICE TO FTA AND U.S. DOT INSPECTOR GENERAL

If a current or prospective legal matter that may affect the Federal Government emerges, the subrecipient must promptly notify the City.

The subrecipient must also promptly notify the City, if it has knowledge of potential fraud, waste, or abuse occurring on a project receiving assistance from the City. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.

This responsibility occurs whether the Project is subject to this Agreement or another agreement funded by the federal government, or an agreement involving a principal, officer, employee, agent, or subcontractor of the Contractor.

Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the subrecipient. In this paragraph, “promptly” means to refer information without delay and without change.

The subrecipient must include an equivalent provision in its subcontracts at every tier, for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220.

ACCESS TO RECORDS AND REPORTS

The following access to records requirements applies to this Contract:

Record Retention. The subrecipient will retain and will require its contractors at all tiers to retain, complete and readily accessible records related in whole or in part to this contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records.

Retention Period. The subrecipient agrees to comply with the record retention requirements in accordance with 2 C.F.R section 200.333. Subrecipient shall maintain all books, records, accounts, and reports required under this contract for a period of not less than 3 years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case, records shall be maintained until the disposition of all such litigation, appeals, claims, or exceptions related thereto. The expiration or termination of this contract does not alter the record retention or access requirements of this Section.

Access to Records. The subrecipient agrees to provide sufficient access to FTA, the City, and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required.

Access to the Sites of Performance. Subrecipient agrees to permit FTA, the City, and its contractors’ access to the sites of performance under this contract as reasonably may be required.

Closeout. The expiration or termination of this contract does not alter the record retention or access requirements of this federal clause.

FEDERAL CHANGES

Subrecipient shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the FTA Master Agreement, as they may be amended or promulgated from time to time during the term of this contract. Subrecipient's failure to so comply shall constitute a material breach of this contract.

CIVIL RIGHTS REQUIREMENTS

Under this Contract, the subrecipient shall at all times comply with the following requirements and shall include these requirements in each contract entered into as part hereof.

1. Nondiscrimination in Federal Public Transportation Programs. 49 U.S.C. § 5332, covering projects, programs, and activities financed under 49 U.S.C. Chapter 53, prohibits discrimination on the basis of race, color, religion, national origin, sex (including sexual orientation and gender identity), disability, or age, and prohibits discrimination in employment or business opportunity.

2. Prohibit discrimination against employment. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §

2000e, and Executive Order No. 11246, “Equal Employment Opportunity,” September 24, 1965, as amended, prohibit discrimination in employment on the basis of race, color, religion, sex, or national origin.

3. Nondiscrimination on the Basis of Sex. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq. and implementing Federal regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” and 49 C.F.R. part 25 prohibit discrimination on the basis of sex.

4. Nondiscrimination on the Basis of Age. The “Age Discrimination Act of 1975,” as amended, 42 U.S.C. § 6101 et seq., and Department of Health and Human Services implementing regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, prohibit discrimination by participants in federally assisted programs against individuals on the basis of age. The Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq., and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, also prohibit employment discrimination against individuals age 40 and over on the basis of age.

5. Federal Protections for Individuals with Disabilities. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. § 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Third party contractors must comply with their responsibilities under Titles I, II, III, IV, and V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions, many of which are subject to regulations issued by other Federal agencies.

EQUAL EMPLOYMENT OPPORTUNITY

The following equal employment opportunity requirements apply to this contract:

Nondiscrimination. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. section 2000e et seq., and federal transit laws at 49 U.S.C. § 5332, the subrecipient agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S.