QQ 0016-26 - RFQQ Solicitation.docx

REQUEST FOR QUOTES AND QUALIFICATIONS

QQ 0016-26 Regional Paratransit Development Consulting

Sound Transit is requesting Quotes from firms to provide consulting services to improve regional ADA paratransit service with local agencies through the integration of booking platforms and service technologies. The full scope of work is attached as Section Two Scope of Work.

The term of the Purchase Order will be 1 year.

Pricing shall remain fixed during the Purchase Order term and any options to extend. The resulting Purchase Order is non-exclusive. Sound Transit may procure these services from other firms while the Purchase Order is in effect.

No pre-quote meeting will be held; however, interested firms are encouraged to submit any questions regarding this procurement and/or project according to Paragraph 1.5, Requests for Information.

1.2 COMMUNICATIONS

Upon release of this solicitation, any verbal or written communications between any firm (potential or actual) or its representatives, and any Sound Transit board member, staff member or consultant regarding this procurement, are strictly prohibited from the date of this solicitation issuance through the date of execution of the Purchase Order. The only exceptions to this are: (1) communications and questions concerning this solicitation directed to the Contracts Specialist listed below; (2) communications at the pre-quote conference or a publicly noticed meeting of Sound Transit; and (3) communications with the Sound Transit Chief Procurement Officer. Sound Transit reserves the right to contact firms for clarification of response contents. Any violation of the requirements set forth in this Section shall constitute grounds for immediate and permanent disqualification of the offending firm from participation in this procurement. All oral communications will be considered unofficial and non-binding on Sound Transit. Firms should rely only on written statements issued by the Contracts Specialist.

Edward Schroeder, Contracts Specialist Sound Transit 401 S. Jackson Street Seattle WA 98104-2826 E-mail: edward.schroeder@soundtransit.org

1.3 SOUND TRANSIT CIVIL RIGHTS PROGRAM

Non-Discrimination in Employment and Contracting Sound Transit has adopted guiding principles and values for employment and contracting (“Guiding Principles”) which identify key objectives that Sound Transit will promote and enforce to ensure nondiscrimination in employment and in the award and administration of contracts. The Guiding Principles are implemented in accordance with applicable federal, state and local laws and regulations, including resolutions and financial assistance agreements. To the extent applicable, the Guiding Principles are the basis for certain provisions in this Purchase Order.

It is the policy of Sound Transit that practices of employment discrimination against any person on the basis of race, color, religion, national origin, sex, age, or disability are prohibited. The Submitter shall adhere to these non-discrimination provisions and shall make affirmative efforts to meet Sound Transit's nondiscrimination objectives in performing this Purchase Order. Such efforts shall apply to the employment of persons on the permanent or core employee workforce and the employee workforce secured solely for performing this Purchase Order.

It is the policy of Sound Transit that no one doing business or offering to do business with Sound Transit shall deny any person, on the basis of race, color, religion, national origin, sex, age, or disability , the benefits of, or exclude any person from participation in, the award and performance of any work under contracts and agreements awarded by Sound Transit, and that one doing business or offering to do business with Sound Transit shall afford equal, non-discriminatory opportunities to potential joint venture partners, subcontractors, subconsultants and suppliers on contracts and agreements awarded by Sound Transit.

The Submitter shall comply with applicable obligations and requirements under Chapter 49.60 RCW, the Washington state “law against discrimination”, including rules and regulations promulgated pursuant to such law. In particular, the Submitter as an employer shall not commit any unfair practices listed in RCW 49.60.180.

The Submitter shall cooperate in any studies or surveys as may be conducted by Sound Transit and as may be necessary to determine the extent of the Submitter’s compliance with Sound Transit’s Comprehensive Economic Development and Civil Rights Program policies.

In the event the Submitter and/or its proposed subconsultants fail(s) to comply with any substantive requirement of the RFQQ related to non-discrimination, participation by Disadvantaged Business Enterprises or other Small Businesses, or Equal Employment Opportunity, Sound Transit may impose sanctions as it may determine to be appropriate, including but not limited to:

a. Requiring the Submitter to take remedial action to bring the Submitter or proposed subconsultants into compliance;

b. Rejecting the Quote, terminating negotiations, or refusing to award a Contract to the Submitter;

c. Debarring the Submitter or proposed subconsultant from future contracts with Sound Transit; or

d. Filing civil and/or criminal action(s) against the Submitter and, if applicable, its proposed subconsultants, suppliers, employees, agents, and representatives.

Sound Transit may consider any such failure by the Submitter in determining whether to award any future contracts to the Submitter.

Equal Employment Opportunity (EEO)

1. Sound Transit is interested in submittals from firms that demonstrate a commitment to Equal Employment Opportunity. Sound Transit encourages submittals from firms that employ a workforce that reflects all communities in the region. Submitters shall take into account the EEO provisions set forth in the Purchaser Order Terms & Conditions to be awarded pursuant to this RFQQ.

Submitters shall adhere to the following non-discrimination provisions:

a. The Submitter shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, age, or disability. The Submitter shall make affirmative efforts to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, sex, age, or disability. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Submitter shall post in conspicuous places, available to employees and applicants for employment, notices of this nondiscrimination clause.

b. The Consultant shall comply with, and ensure its subcontractors comply with, applicable federal civil rights requirements.

Specific Civil Rights Program provisions, including those applicable to subcontracts, are set forth in the Purchase Order Terms & Conditions.

Sound Transit Comprehensive Economic Development Program: Small Business Participation and Disadvantaged Business Enterprise (DBE) Participation

1. Sound Transit promotes and encourages Small Business participation, which also includes Disadvantaged Business Enterprises (DBEs). Sound Transit is interested in submittals from such firms.

Further, Sound Transit recognizes there may be few joint venture or subcontracting opportunities with regard to the services described in this solicitation, and subcontracting is considered infeasible or improbable. For this reason firms are not required to prepare a plan for the participation of subconsultants and subcontracting goals are not set as required elements for the evaluation of submittals. However, firms that elect to form a joint venture or to subcontract any services are advised that under such circumstances they shall make affirmative efforts to solicit Small Business participation. Firms that choose to form a joint venture or subcontract and are unable to utilize Small Businesses (including DBEs) shall discuss their efforts to involve Small Businesses as joint venture partners or subconsultants, and the reasons why such involvement was not attainable.

1.5 REQUESTS FOR INFORMATION

Questions about this RFQQ must be submitted to Sound Transit, Attn: Edward Schroeder, Contracts Specialist through the "Q&A Board" link for this Solicitation at http://vendorportal.soundtransit.org. Sound Transit will respond only via Addenda or a formal written Clarification, which will be uploaded to the solicitation on the Sound Transit Vendor Portal.

1.6 ADDENDA

Addenda will be uploaded to the solicitation on the Sound Transit Vendor Portal. Submitters must acknowledge receipt of all addenda uploaded by Sound Transit in Quote Form No. 1 - Price. If an addendum is issued amending this RFQQ, all provisions that are not modified remain unchanged. An automated email notification may be provided to all firms who received or requested this solicitation document from Sound Transit via http://vendorportal.soundtransit.org.

While Sound Transit is extremely confident in the full functionality of this system, as a legal matter, notification services offered through the Sound Transit Vendor Portal site are not guaranteed and users of the notification system are ultimately responsible for reviewing postings to the site. Sound Transit disclaims all liability for damages caused by the use of this site or the information it contains.

1.7 SUBMITTAL

1. Sound Transit will only accept electronic submittals in response to this RFQQ. Quotes that do not conform to the requirements specified herein may be rejected.

Electronic Submittal through Sound Transit Vendor Portal:

1. Instructions on how to submit a Quote electronically are available at Vendor Registration Guide Electronic Submission (PDF) (https://www.soundtransit.org/sites/default/files/documents/vendor-registration-guide-electronic-submission.pdf).

1. Quotes should be uploaded in .pdf format.

1. Quoters shall assume full responsibility for ensuring electronic delivery of Quotes on or before the date and time specified in Paragraph 1.2, Timeline of this RFQ. Electronic submission cannot be completed in the Vendor Portal after the closing date and time. Therefore, Quoters should allow for sufficient time to complete the electronic submission by the date and time specified.

1. Sound Transit is not responsible for any delays associated with the electronic submission of Quotes through the Sound Transit Vendor Portal.

Sound Transit may reject late submittals. Sound Transit also reserves the right to postpone the submittal due date.

1.8 CONTENTS OF SUBMITTAL/EVALUATION CRITERIA

1. Firms must submit Quotes meeting the following content requirements. Sound Transit reserves the right to request additional information from firms.

Evaluation Criteria and Quote Requirements

1. The evaluation criteria in Paragraph B.4 will be used in evaluating Quotes.

1. After Quotes are received, Sound Transit may, at any point in the evaluation process, advise firms of the weaknesses and deficiencies of their Quote and request revised Quotes and/or Best and Final Offers (BAFOs). Revised Quotes or BAFOs shall be evaluated upon the evaluation criteria stated in Paragraph B.4. Sound Transit reserves the right to proceed directly to negotiations with the highest ranked firm immediately following the initial submission and evaluation of Quotes.

1. Sound Transit will select the Quote that Sound Transit believes best meets the evaluation criteria in the best interests of Sound Transit. Final selection, if any, will be made on a “best value” basis. If Sound Transit is unable to negotiate a satisfactory Purchase Order with the highest ranked firm, the next highest ranked firm may be contacted for negotiation. This method may continue, at the discretion of Sound Transit, until a Purchase Order is successfully negotiated or until all Quotes are rejected.

1. Evaluation Criteria: Quotes will be evaluated using the following criteria.

Demonstrate the specialized experience and technical competence of the key individuals who will provide the requested services, including but not limited to the proposed project manager, and key staff in each firm. Knowledge, experience and expertise of these key individuals with projects of similar type and complexity will be a material consideration.

Demonstrate the specialized experience and technical competence of the firm considering the type of services required. Experience of the firm and successful completion of services or work of a similar type and complexity will be a material consideration.

Include information such as firm’s past record of performance on contracts with other government agencies or public bodies and with private industry, including such factors as control of costs, quality of work, ability to meet schedules, cooperation, and responsiveness. Describe what actions your firm takes in your daily operations to support environmental stewardship.

Evaluation Criterion 3

Demonstrate the firm’s capacity, available additional resources, project organization, and ability to provide Sound Transit with the required services.

Sound Transit reserves the right to contact the project references and utilize the past performance information at any time during the evaluation process in the sole discretion of Sound Transit. Sound Transit may also consider its own past performance information and experience when evaluating Quotes from firms that have performed work for Sound Transit.

Sound Transit is not obligated to award a Purchase Order to the lowest priced submittal, but may accept the submittal(s) that Sound Transit determines provides the greatest overall value to Sound Transit based upon the totality of these Evaluation Criteria. Quote Form No. 1 Price shall be evaluated in the following manner: The lowest proposed price will receive the maximum score of 200 points and all higher proposed prices will receive proportionately lower scores.

Complete and submit Quote Form No. 1 Price, as contained in this solicitation.

1.9 EVALUATION AND PURCHASE ORDER AWARD

1. Sound Transit reserves the right to accept or reject any or all submittals and to waive informalities and minor irregularities. At Sound Transit’s discretion, pages that exceed the specified page limit may be removed from the submittal and only those pages within the specified limit will be forwarded for evaluation. Sound Transit reserves the right to take other action, as necessary. Firms must propose on all items on Quote Form No. 1, Price Form, in order to be eligible for award.

1. Responsibility: Sound Transit reserves the right to investigate the qualifications of all firms and to confirm any part of the information furnished by a firm, and/or to require other evidence of managerial, financial, or technical capabilities which are considered necessary for the successful performance of the Scope of Work.

1.10 PUBLIC DISCLOSURE

Pursuant to Chapter 42.56 RCW, Quotes submitted under this solicitation shall be considered public records and with limited exceptions will be available for inspection and copying by the public. Firms must specifically designate and clearly label as "CONFIDENTIAL" any and all materials or portions thereof they deem to contain trade secrets or other proprietary information, which is exempt from public inspection and copying. The Firm must provide the legal basis for the exemption to Sound Transit upon request. If a Quote does not clearly identify the "CONFIDENTIAL" portions, Sound Transit will not notify the Firm that its Quote will be made available for inspection. If a request is made for disclosure of material or any portion marked "CONFIDENTIAL," Sound Transit will determine whether the material should be made available under the law. If Sound Transit determines that the material is not exempt and may be disclosed, Sound Transit will notify the Firm of the request and allow the Firm 10 working days to take appropriate action pursuant to RCW 42.56.540. If the Firm fails or neglects to take such action within said period, Sound Transit may release the portions of the Quote deemed subject to disclosure. To the extent that Sound Transit withholds from disclosure all or any portion of Firm’s documents at Firm’s request, Firm shall indemnify, defend and hold harmless Sound Transit from all damages, penalties, attorneys' fees and costs Sound Transit incurs related to withholding information from public disclosure. By submitting a Quote, the Firm consents to the procedure outlined in this paragraph and shall have no claim against Sound Transit by reason of actions taken under this procedure.

END OF SECTION ONE

SECTION TWO SCOPE OF WORK

Paratransit Regional Booking Integration RFP Design Scope of Work

GENERAL

Sound Transit is partnering with local regional transit agencies to improve regional ADA Paratransit service through the integration of booking platforms and service technologies. Sound Transit is seeking a consultant with expertise in multi-agency coordination and regional technology implementations to assist with project pre-planning tasks leading up to and potentially including RFP development for this project.

The selected consultant will assess our current environment, identify needs and integration opportunities, provide stakeholder analysis support, and develop a complete RFP package suitable for release to potential vendors.

BACKGROUND

Sound Transit builds and operates regional transit service throughout the urban areas of Pierce, King and Snohomish Counties. Transit services include Link light rail; Sounder trains; ST Express Bus; Tacoma Link light rail; paratransit; and soon, Bus Rapid Transit. Sound Transit partners with local transit agencies - Pierce Transit, King County Metro, Community Transit, and Everett Transit - to provide ADA Complementary Paratransit (ADA Paratransit) services along its light rail corridors (and soon, Bus Rapid Transit).

Each partner agency operates their own ADA paratransit programs within their respective fixed-route service footprints. Sound Transit, via agreement, reimburses the local transit agency for Sound Transit paratransit trips that occur within Sound Transit’s service footprint. Each agency utilizes and manages their own standalone technology platforms which are not integrated with one another. This lack of integration necessitates numerous manual interventions to facilitate inter-county trip reservations, daily trip delivery coordination, customer eligibility verification, and general customer service. We are seeking to improve regional interoperability, operational transparency, and process automation through a comprehensive regional paratransit systems integration strategy.

OBJECTIVES

The objectives of this project include:

· Document and assess the current state of the region’s paratransit technologies, inter-county operations, relevant agreements, and regional planning efforts.

· Produce a prioritized needs assessment which identifies critical areas of inter-county coordination and operations that require improvement to meet Sound Transit’s objectives.

· Develop an alternatives analysis that considers various project factors (e.g. risk, time, budget) and relevant technological approaches to solve for needs identified.

· Develop a recommended integration strategy and plan.

· Develop technical and functional requirements for necessary local / regional agreements and technology systems in conformance with plan.

· Support the development of a Request for Proposal for vendor solicitation to implement one or more technology systems.

· Provide advisory support during the vendor evaluation and selection process

SCOPE OF WORK

Discovery and Assessment

· Identify and review existing systems, interfaces, databases, and data flows.

· Conduct interviews and workshops with key stakeholders.

· Document current pain points, constraints, and future needs.

· Identify potential integration patterns and architecture models.

· Conduct market survey or analysis of similar efforts nationwide.

Requirements Definition

· Define functional, technical, and non-functional requirements.

· Develop business use cases and data flow diagrams.

· Identify security, compliance, and scalability requirements.

RFP Development

· Draft a comprehensive technical RFP for the design and implementation phase, including:

· Project background and objectives

· Technical and functional requirements

· Vendor qualifications

· Evaluation criteria

· Deliverables and milestones

· Budget and pricing structure recommendations

· Incorporate stakeholder feedback and finalize the RFP document.

· Support in developing scoring matrices and participating in vendor presentations/interviews.

Vendor Selection Support

· Assist in evaluating vendor proposals and conducting technical reviews.

TIMELINE

The scope of this project is expected to be completed within a year.

END OF SECTION TWO

SECTION THREE FORMS

Quote Form No. 1 Price The requirements of each of the Items on the Price Schedule is specified or shown in the solicitation documents. The Firm must set forth a Total Quote Price that is the sum of the extended amounts for all Quote Items. Sound Transit reserves the right to correct obvious mathematical errors on the form.

In the "Unit of Measure" column: “EA” means each item; “HR” means hours; and “YR” means years.

Hourly rates stated below must be fully-burdened (all-inclusive rate which includes direct hourly rates, direct costs, overhead, and profit). No other direct or indirect costs, including travel, will be paid by Sound Transit without prior approval by Sound Transit.

Estimated quantities for unit price items are provided for evaluation purposes only. Sound Transit makes no guarantee as to the actual quantity of unit priced items that will be required.

NOTE: If prices are not submitted on all line items, the Quote may be considered ineligible for award. Prices listed will apply for the entire initial term of the Purchase Order. Rate escalation for option years will only apply if Sound Transit exercises the option years.

Firm agrees that, if it is awarded this Purchase Order, for items priced on a unit-price basis, Firm will be entitled to payment only for actual unit quantities performed.

Having carefully examined the solicitation documents, Firm offers to provide the services identified in the solicitation documents for the prices set forth below:

SCHEDULE A – Consulting Services

TOTAL QUOTE PRICE

Prices are based on the Quote, the RFQQ and Addenda _________ (enter all addenda numbers here)

Signed this day of , 20

Firm:

Address:

City/Zip:

Telephone:

Fax No.:

Email Address:

State of Washington Unified Business Identifier No.

By:

(Signature)

(Print Name)

Title:

Quote Form No. 2 Certification Regarding Conflict Of Interest The Firm is required to certify that performance of the work will not create any conflicts of interest or disclose any actual or potential conflicts of interest by completing and signing one of the following statements:

The Firm hereby certifies that to the best of its knowledge and belief, performance of the services described in the Scope of Work will not create any conflicts of interest for the Firm, any affiliates, any proposed subconsultants or key personnel of any of these organizations.

DATE:

AUTHORIZED SIGNATURE:

TITLE:

FIRM/COMPANY NAME:

OR

The Firm hereby discloses the following circumstances that could give rise to a conflict of interest for the Firm, any affiliates, any proposed subconsultants or key personnel of any of these organizations. (Attach additional sheets as needed.)

Name of Individual/Company to which potential conflict of interest might apply:

Nature of potential conflict of interest:

Proposed Remedy:

DATE:

AUTHORIZED SIGNATURE:

TITLE:

FIRM/COMPANY NAME:

Document3

QQ 0016-26 Regional Paratransit Development Consulting Page 12 Rev 08182025 (Consulting Services)

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1. TERM

The term of the Purchase Order will be 1 year, subject to the Termination provisions of Paragraph L below. Prices shall remain firm-fixed during the term.

SCOPE OF WORK

To accomplish the Scope of Work, Consultant has proposed to do, at a minimum, the work described in its Quote, as revised. In the event of any discrepancy or conflict between the Scope of Work and Consultant’s Quote (as revised), the requirements of the Scope of Work will govern, at no additional cost to Sound Transit.

Consultant shall perform work or sell products only as permitted within the scope of work and shall not accept orders or provide services not within the scope of work.

EXTRA WORK

Sound Transit may request additional work or services other than that expressly provided for in the "Scope of Work" section of this Purchase Order. This will be considered extra work, supplemental to this Purchase Order, and shall not proceed unless authorized by a written change order. Any costs incurred due to the performance of extra work prior to execution of a written change order will not be reimbursed.

ERRORS AND OMISSIONS; DUTY TO CORRECT

The Consultant is responsible for the professional quality of all work performed under this Purchase Order. The Consultant, without additional compensation, will correct any errors or omissions immediately upon notice by Sound Transit. This obligation will survive termination and expiration of this Purchase Order.

PRICES

Goods/services shall be billed at the prices delineated in Quote Form No. 1 Price. Total compensation shall not exceed the Purchase Order amount. Sound Transit is not liable for any compensation to the Consultant in excess of the Purchase Order amount unless otherwise approved and agreed in writing by Sound Transit. Consultant will be compensated upon Sound Transit’s acceptance of the deliverable(s) for each task/item as delineated in the Scope of Work.

PAYMENT / INVOICES

Payment will be net 30 days following receipt of a properly completed invoice, which must include the Purchase Order number, be fully itemized, and sent to:

Accountspayable@soundtransit.org Incorrect invoices or invoices without the Purchase Order number will be returned to Consultant. The name on the invoice and the remit to name must match the name on the Contract/Purchase Order.

All payments under this Contract will be made by Automated Clearing House (ACH) transfer. Wire transfers may be permitted in limited circumstances with Sound Transit's written approval. Consultant must provide complete and accurate information as requested by Sound Transit to facilitate electronic payment.

NOTICE

Notice will be effective upon the earlier of (i) actual receipt by the individual identified below or (ii) 24 hours after mailing to the address below:

Sound Transit:

401 S Jackson Street

[Street address]

Seattle, WA 98104-2826

[City, State Zip]

Contract Specialist

[Title]

SOUND TRANSIT CIVIL RIGHTS PROGRAM REQUIREMENTS

1. Equal Employment Opportunity (EEO)

1. Sound Transit is committed to a policy of providing fair and representative employment and business opportunities in the procurement of non-professional and professional services, consistent with Sound Transit’s policies, procedures and guiding principles for employment and contracting.

1. The Consultant shall fully comply with all federal, state and local laws, regulations and ordinances pertaining to non-discrimination, equal employment, including but not limited to the Washington State “law against discrimination”, Chapter 49.60 RCW.

1. Consistent with Sound Transit’s EEO policy, the Consultant shall not, on the basis of race, color, religion, national origin, sex, age, or disability, deny any person the benefits of, or exclude any person from participation in, the award and performance of any work under this Purchase Order and shall afford equal, non-discriminatory opportunities to potential joint venture partners, subconsultants, subcontractors and suppliers.

1. Consistent with Sound Transit’s EEO policy, the Consultant shall not, on the basis of race, color, religion, national origin, sex, age, or disability, discriminate against any employee or applicant for employment. The Consultant shall make efforts to ensure that applicants are employed, and employees are treated during employment, without regard to their race, color, religion, national origin, sex, age, or disability. The Consultant shall post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination provision.

1. The Consultant shall implement and carry out the obligations regarding Equal Employment Opportunity (EEO) and nondiscrimination in employment provisions included in this Purchase Order. The Consultant shall prepare and maintain records of employment, employment advertisements, application forms and other pertinent data and records to demonstrate compliance with its EEO obligations under this Purchase Order. Upon request and on forms approved by Sound Transit, during the term of this Purchase Order, the Consultant shall submit reports of the affirmative efforts made by the Consultant in implementing the nondiscrimination and Equal Employment Opportunity provisions in this Purchase Order. The Consultant shall permit access by Sound Transit to the Consultant’s records of employment, employment advertisements, application forms, and other pertinent data and records for the purpose of determining compliance with this provision.

1. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against any person on the basis of race, color, religion, national origin, sex, age, or disability under any program or activity receiving Federal financial assistance. In addition, the Consultant agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

1. Race, Color, Religion, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Consultant agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Agreement Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect activities undertaken in the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, sex, disability, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue.

1. Age - In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621- 634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue.

1. Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § A-27 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against individuals on the basis of disability. In accordance with Section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Consultant agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue.

1. The Consultant shall require that substantially the same provisions as in this Section are contained in all subconsultant agreements entered into by the Consultant under this Purchase Order.

1. In addition to complying with Sound Transit’s guiding principles, values, and policies, the Consultant shall comply with, and ensure its subconsultants comply with, applicable Federal Civil Rights Requirements in this Purchase Order.

1. Sound Transit Comprehensive Economic Development Program: Small Businesses and Disadvantaged Business Enterprises (DBEs)

1. As a recipient of financial assistance from the federal Department of Transportation (DOT), through the Federal Transit Administration (FTA), Sound Transit developed and administers a Disadvantaged Business Enterprise (DBE) Program in accordance with 49 CFR Part 26 (the “DBE Regulations”), which include provisions for fostering small business participation (Section 26.29). The Consultant shall review and comply with applicable provisions in the DBE Regulations. If this Purchase Order is not federally funded, the DBE Regulations will be used for guidance regarding the participation of small businesses as applicable.

1. In the performance of work under this Purchase Order, the Consultant shall afford small businesses (which include DBEs) an equal, non-discriminatory opportunity to compete for business as joint venture partners, subcontractors and suppliers and shall ensure its subcontractors also afford small businesses such opportunities.

1. Sound Transit did not anticipate that participation by subcontractors would be required by the Consultant to satisfactorily perform the work under this Purchase Order. Accordingly, Sound Transit did not establish any goal for participation by small businesses or DBEs in the work under this Purchase Order.

1. If the Consultant determines that subcontracting is necessary to satisfactorily perform the work under this Purchase Order, the Consultant shall make good faith efforts to assure that small businesses (including DBEs) are used when possible. The Consultant shall make good faith efforts to reach out to small businesses to solicit and achieve participation by small businesses under this Purchase Order and maintain documentation of its efforts. The description of “good faith efforts” is set forth in the DBE Regulations.

1. Sanctions for Non-Compliance In the event the Consultant and/or its subconsultants fail to comply with any substantive requirement of the Purchase Order Terms & Conditions related to non-discrimination, participation by Disadvantaged Business Enterprises and/or Small Businesses, Equal Employment Opportunity or apprentice utilization, Sound Transit may impose sanctions as it may determine to be appropriate, including but not limited to:

1. Requiring the Consultant to take remedial action to bring the Consultant or subconsultant into compliance;

1. Withholding payments to the Consultant until the Consultant or subconsultant is in compliance;

1. Suspending this Purchase Order;

1. Terminating this Purchase Order;

1. Debarring the Consultant or subconsultant from future contracts with Sound Transit; or

1. Filing civil and/or criminal action(s) against the Consultant and, if applicable, its subconsultants, suppliers, employees, agents, and representatives.

PROHIBITED INTERESTS

No member, officer, or employee of Sound Transit or its governing body, or of any of its component agencies during such person’s tenure or one year thereafter, may have any interest, direct or indirect, in this Purchase Order or the proceeds thereof, unless such interest has been disclosed in writing to Sound Transit and Sound Transit has determined that no prohibited conflicts of interest or ethical violations inhere in the circumstances.

INSURANCE REQUIREMENT

1. Description

1. Except as otherwise specified, the Consultant, shall at its sole cost and expense, obtain and maintain during the entire term of this Purchase Order the minimum insurance set below.

In the event the Consultant is a Joint Venture, these insurance requirements shall apply to each Joint Venture member separately By requiring such minimum insurance, Sound Transit shall not be deemed or construed to have assessed the risks that may be applicable to the Consultant under this Purchase Order. The Consultant shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage.

The fact that insurance is obtained by Consultant shall not be deemed to release or diminish the liability of the Consultant, including without limitation, liability under the indemnity provisions of this Purchase Order. Damages recoverable by Sound Transit shall not be limited to the amount of the required insurance coverage Insurance Coverages

1. Commercial General Liability: Commercial General Liability for bodily injury including death, personal injury, and property damage, with contractual and completed operations liability endorsement, and Employer’s Liability coverage, utilizing insurers and coverage forms acceptable to Sound Transit, with limits of at least $2,000,000 per occurrence and $2,000,000 general aggregate.

1. Commercial Automobile Liability: Commercial Auto Liability coverage for bodily injury and property damage utilizing insurers and coverage forms acceptable to Sound Transit, with a limit of at least $1,000,000 combined single limit.

Such liability insurance, identified in 2.a and 2.b above, shall name Sound Transit, its officers, directors, agents, and employees as additional insured with respect to the work, including completed operations, under this Purchase Order.

Workers Compensation: The Consultant will secure its liability for industrial injury to its employees in accordance with the provisions of Title 51 of the Revised Code of Washington. The Consultant will be responsible for Workers Compensation insurance for any subconsultant who provides work under subcontract.

If the Consultant is qualified as a self-insurer under Chapter 51.14 of the Revised Code of Washington, it will so certify to Sound Transit by submitting a letter signed by a corporate officer, indicating that it is a qualified self-insurer, and setting forth the limits of any policy of excess insurance covering its employees.

Other Insurance: Other insurance as may be deemed appropriate to cover the specified risk and exposure of the scope of work or changes to the scope of work evaluated by Sound Transit. The costs of which shall be borne by contracting parties as mutually agreed.

General Provisions

1. Certificates and Policies: Prior to commencement of Work for this Purchase Order, the Consultant shall provide Sound Transit with certificates of insurance showing insurance coverage in compliance with the foregoing paragraphs. All insurance coverage outlined above shall be written by insurance companies meeting Sound Transit's financial security requirements, (A.M. Best's Key Rating A-; VII or higher). Such certificates shall reference Sound Transit’s Purchase Order number and title. The Consultant will provide 30 calendar days’ advance written notice to Sound Transit in the event the Consultant’s insurance policies are cancelled, not renewed, or materially reduced in coverage. Should the Consultant neglect to obtain and maintain in force any of the insurance required in this Section, Sound Transit may suspend or terminate this Purchase Order. Suspension or termination of this Purchase Order shall not relieve the Consultant from insurance obligations hereunder.

1. Taking into account the scope of work and services to be performed by a subconsultant, the Consultant shall prudently determine whether, and in what amounts, each subconsultant shall obtain and maintain commercial general liability and any other insurance coverage. Any insurance required of subconsultants shall, where appropriate and/or applicable, name Sound Transit as an additional insured.

1. Consultant’s insurance for General Liability, Automobile Liability and Railroad Protective Liability (if applicable) shall be primary as respects Sound Transit, and any other insurance maintained by Sound Transit shall be excess and not contributing insurance with the Consultant’s insurance.

1. The Consultant and its insurers shall endorse the required insurance policy(ies) to waive their right of subrogation against Sound Transit. The Consultant and its insurers also waive their right of subrogation against Sound Transit for loss of their owned or leased property or property under their care, custody and control.

1. The Consultant shall provide Sound Transit with a Certificate of Insurance and endorsements to comply with the insurance requirements in this Purchase Order, including, but not limited to, the Additional Insured Endorsement(s) required in 2.a and 2.b above, the Waiver of Subrogation Endorsements, Primary and Non-Contributory Endorsements, Products and Completed Operations Endorsement and any other endorsements.

1. No provision in this Section shall be construed to limit the liability of the Consultant for work not done in accordance with the Purchase Order, or express or implied warranties. The Consultant’s liability for the work shall extend as far as the appropriate periods of limitation provided by law and up to any legal limits.

1. The Consultant may obtain any combination of coverage or limits that effectively provides the same or better amounts and types of coverage as stipulated above, subject to review and approval by Sound Transit.

Claims Management The Consultant agrees to the following claims management terms and conditions. The Consultant further agrees to include the following terms and conditions in its contract with its Subcontractors and require its Consultant to comply with the following provisions.

1. The Consultant, after award of a Sound Transit contract, shall provide the names, titles, addresses, telephone numbers, and email addresses of the individual(s) employed by Consultant who handles insurance matters and notifies insurance companies of claims. This individual(s) will be the primary contact for communications between Sound Transit Risk Management Division and the Consultant and its Subcontractors. If the individual(s) change, Consultant shall notify Sound Transit Risk Management Division of the replacement.

Consultant shall provide written notice of any incident involving bodily injury and/or property damage to Sound Transit. An “incident” is defined as any event or occurrence involving bodily injury or property damage that may give rise to an insurance claim. Incidents include those involving serious bodily injury, hospitalization, death, or property damage.

Consultant’s written notice to Sound Transit of any incident or claim shall include the following information:

A description of the incident, including any bodily injuries or property damage, The names of anyone injured and/or whose property was damaged, The names and contact information of any insurance company(ies) who may provide insurance coverage related to any aspect of the incident, Policy number(s), claim numbers(s), and policy(ies) effective dates, and A copy of any written Acknowledgement of Claim Receipt issued by any applicable insurance company(ies).

If some information requested above is not available at the time of the initial report, the Consultant shall provide the missing information to Sound Transit as soon as it is available.

If Sound Transit receives a claim from a Third Party related to the project, Sound Transit will tender such claim to the Consultant through the established claim management process for handling and resolution. Upon receipt of a Third Party claim from Sound Transit, the Consultant shall acknowledge in writing to Sound Transit that:

1. The Consultant received and accepts Sound Transit’s claim tender, The Consultant shall notify its Commercial General Liability insurance company and any other applicable insurance company (ies) of the claim as per Sound Transit insurance requirements that Sound Transit is named as Additional Insured, under the Commercial General Liability policy and as stipulated in the Purchase Order between Sound Transit and the Consultant.

The Consultant shall provide Sound Transit with copies of any/all Acknowledgements of Claim Receipts issued by its Commercial General Liability or other applicable insurance company(ies), The Consultant and its insurance company(ies) shall indemnify and defend Sound Transit, as an Additional Insured, against any/all claims related to the project.

The Consultant’s General Liability and other applicable insurance company(ies) will investigate and process the claim, provide a coverage determination, an objective disposition and claim resolution for either denial or settlement.

The Consultant shall provide copies of any/all documentation related to a claim’s disposition and resolution, such as, but not limited to, acknowledgements, settlement agreements, releases, claim denial letters, judgments, payments, and satisfaction of judgments.

Consultant shall provide to Sound Transit quarterly status reports on all open and closed claims related to the project that implicates Sound Transit. The report shall include the assigned adjusters, policy numbers, claim numbers and at least the following:

1. A description of the claim handling activities during the quarter, Any changes to the assigned and/or investigating adjuster, and, if so, the name and contact information of the newly assigned adjuster(s), A description of the next steps in the claims adjusting process, A description of the disposition and resolution of any claim, and Copies of any pertinent documents, including, but not limited to, expert reports, reports on investigations, photographs, settlement agreements, releases, claim denial letters, judgments, payments, and satisfaction of judgments.

Consultant shall notify Sound Transit of their final resolution, or the applicable insurance company’s(ies’) final resolution, any/all claims related to the project, which Sound Transit Risk Management can review and document as a formal notification from the Consultant, or its insurance company(ies) that the claims has been fully…