RFP - Marketing Public Relations Services.pdf

VALLEY TRANSIT

REQUEST FOR PROPOSALS (RFP) FOR

MARKETING & PUBLIC RELATIONS SERVICES

RFP VT20-002

March 1, 2020

Valley Transit

801 S. Whitman Ave Appleton, Wisconsin 54914

Valley Transit Request for Proposals

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TABLE OF CONTENTS

PART A – NOTICE TO VENDORS

PART B - GENERAL INFORMATION

Background Project Introduction Estimated Budget Disadvantaged Business Enterprise Contract & Payments Funding Insurance

PART C – SCOPE OF WORK

Summary Social Media Management Meetings

PART D – PROPOSAL REQUIREMENTS AND SUBMITTAL INSTRUCTION

General Information Proposed Schedule Written Questions & Addenda Proposal Selection Evaluation Criteria Interview/Presentation Protest Procedure Mandatory Proposal Requirements Written Proposal Response Cost Proposal Form Lobbying Certification Debarment and Suspension Certification Compliance with Overall Federal Regulations Certification

APPENDIX 1 – FEDERAL CONTRACT CLAUSES

APPENDIX 2 – CITY OF APPLETON INSURANCE REQUIREMENTS

APPENDIX 3 – GENERAL REQUIREMENTS

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PART A – NOTICE TO VENDORS

1. NOTICE IS HEREBY GIVEN that sealed proposals will be received at Valley Transit, 801 S.

Whitman Ave., Appleton, WI 54914 for: ”PROPOSAL FOR MARKETING & PUBLIC RELATIONS

SERVICES RFP VT20-002” FOR VALLEY TRANSIT, DUE NO LATER THAN 10:00 AM,

WEDNESDAY, APRIL 1, 2020.

2. It is the proposer’s sole responsibility to review and comply with all requirements listed in the RFP document, which can be obtained from Valley Transit’s website, https://myvalleytransit.com/business/ or contact the Administrative Services Manager listed below.

3. It is the proposer's sole responsibility to insure that the proposal is timely and physically received by Valley Transit prior to the deadline set forth in this notice. Receipt of a bid/proposal by the mail system or other City departments does not constitute receipt of a bid/proposal by Valley Transit.

4. All proposals must be submitted in an envelope sealed by the bidder or designated representative. All proposals should be addressed to the General Manager, c/o Valley Transit, 801 S. Whitman Ave., Appleton, WI 54914. On the outside of the envelope, the proposer should distinctly indicate the name and address of the firm and in the lower left corner should clearly indicate the envelope contains a sealed proposals for: “PROPOSAL FOR MARKETING & PUBLIC RELATIONS SERVICES RFP VT20-002.” Any proposals not complying with these instructions may be disqualified.

5. Submission of proposal documents by facsimile equipment or electronic mail (email) will not be accepted.

6. This notice establishes a time by which sealed proposals must be physically received by Valley Transit. No proposals will be accepted after that deadline.

7. Valley Transit is not responsible for proposals submitted in any other way except those submitted in strict conformance with these instructions.

8. A written request for the withdrawal of a proposal or any part thereof may be granted if the request is received by the Valley Transit prior to the specified time of submission.

9. All formal proposals submitted shall be binding for sixty (60) calendar days following the submission date.

10. If applicable, proposer must comply with all necessary insurance requirements, as required of the project and as noted in the City of Appleton Insurance Requirements.

11. If the proposal is accepted, the bidder must execute and file the proper contract within ten

(10) days after award and receipt of the contract form for signature.

12. Valley Transit reserves the right to reject any and all proposals and to waive any informalities in bidding.

13. For further information concerning this Request for Proposal, contact Debra Ebben, Administrative Services Manager, email: debra.ebben@appleton.org or telephone (920) 832-2292.

Ron McDonald General Manager

PUBLISH: March 1 & 8, 2020 https://myvalleytransit.com/business/ mailto:debra.ebben@appleton.org

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PART B - GENERAL INFORMATION

Background

Valley Transit, owned and operated by the City of Appleton, provides fixed route bus and complimentary ADA demand responsive paratransit service along with other ancillary paratransit services to customers in the Fox Cities. Valley Transit’s service area generally consists of the Cities of Appleton, Neenah, Menasha and Kaukauna; Towns of Buchanan and Grand Chute; and Villages of Fox Crossing, Kimberly and Little Chute.

Further info about Valley Transit can be found at: myvalleytransit.com

The City of Appleton/Valley Transit is hereinafter referred to as “Valley Transit.”

Project Introduction

Valley Transit is seeking competitive proposals from qualified and experienced firms to develop and execute strategies and tactics in support of its marketing initiatives. The successful proposer’s marketing initiatives will incorporate a wide range of strategies to effectively promote and increase awareness of Valley Transit services to key audiences including but not limited to: existing riders; potential riders; and the general public/non-riders. The successful proposer will have demonstrated experience in brand building, marketing, public relations, social media management & marketing, digital marketing, crisis communications, media planning & placement and market research.

Valley Transit’s primary marketing goals are to increase bus ridership and improve public perception of transit in the Fox Cities.

Estimated Budget

Valley Transit has a total contractual services budget of approximately $50,000 per year for this service. Additionally, advertising expenses were approximately $12,000 in 2019. We anticipate similar budget amounts each year of this RFP’s resulting agreement. However, additional services may be requested beyond these amounts, which depend on campaigns, unforeseen events and tasks we agree to undertake in a given year. See “Cost Proposal Form” to provide rates for additional services.

Disadvantaged Business Enterprise

Valley Transit has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the U.S. Department of Transportation (DOT), 49 CFR Part 26. It is the policy of Valley Transit to ensure that DBEs, as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in DOT-assisted contracts.

There is no contract goal established for this agreement. If a proposer is certified as a DBE in the State of Wisconsin and listed in the Unified Certification Program Directory, please indicate

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DBE certification within the submitted proposal in the “Qualifications, Related Experience & References” section of the Written Proposal Response.

Contract & Payments

The term of the contract will be for three (3) years commencing on date of contract execution with options to extend for two one-year periods. This contract shall automatically extend into its fourth and fifth one-year option periods unless either party notifies the other, in writing, 90 calendar days prior to expiration of the initial and/or succeeding contract option period(s).

The resulting contract will include this RFP document and the awarded contractor’s proposal as component parts.

Valley Transit will make monthly payments to the selected firm based on contract terms and conditions. Invoices submitted shall include summary of tasks completed.

If approved by Valley Transit, all outside production or partnering by the firm selected is to be submitted as a pass through cost only, with supporting documentation, as needed.

Funding

The funding for this service is contingent upon federal, state, and local funding sources. The successful proposer shall be responsible for complying with all applicable laws and regulations governing the services described in this RFP as a contractor of Valley Transit. Support includes Federal Transit Adminstration, State of Wisconsin, and local public sources. Specific Federal requirements are outlined in Appendix 1. Other requirements are listed in Appendix 3.

Insurance

The Contractor shall not commence work until it has obtained all insurance required. See Appendix 2.

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PART C – SCOPE OF WORK

Summary

The selected firm’s shall develop an overall strategy for advertising and promoting public transit services in the Fox Cities market. In general, this will include, but is not limited to planning, conceptualizing, producing, implementing, evaluating, and analyzing marketing and public relations solutions. Specific items/tasks include, but are not limited to the following:

• Create and maintain annual marketing plan

• Implement brand communication strategy

• Maintain crisis communication plan, including regular updates

• Production of all creative, copy writing and media placement. The selected firm must have extensive graphic design/creative capabilities.

• Social media management (see section below)

• Manage public relations, press releases and interview scheduling. Ability to provide media prep and coaching to Valley Transit staff in advance of media interviews. The selected firm’s staff must be available during interview or onsite, if needed.

• Selected firm must have local and regional media relationships.

• Promotion of Valley Transit’s rider app and website

• Development of high quality, economical production options for printing and marketing materials and items related to this contract

The selected firm will be able to respond and quickly react to the needs of Valley Transit and events outside of Valley Transit’s control. Public relations and crisis communication capabilities must include ability to respond in less than 30-minutes in the event of a crisis. Crisis support may include on site staffing throughout crisis.

All work products associated with this contract shall be the property of Valley Transit. All graphic design work must be provided in a format editable using Adobe Creative Suite.

Attendance at Fox Cities Transit Commission meetings may be required to present on annual marketing plan updates or other topics as needed.

Social Media Management

Valley Transit utilizes Twitter, Facebook, Instagram, YouTube and LinkedIn social media platforms. The selected firm will manage these platforms on behalf of Valley Transit, including content development, calendar, regular posting of content (including time sensitive posts), monitoring posts and analytics tracking. Valley Transit will provide the awarded firm with access to the applicable user accounts.

At a minimum, social media should be monitored and managed from 4:30 AM – 11 PM Monday

– Saturday. The selected firm is expected to provide a timely response to posts when appropriate.

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Meetings

Regular meetings will be held between the selected firm’s project manager and other applicable team members with Valley Transit staff for the purpose of maintaining a close relationship, planning, status reporting, etc. Meetings are typically held at Valley Transit’s administrative office located at 801 S. Whitman Ave.

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PART D – PROPOSAL REQUIREMENTS AND SUBMITTAL INSTRUCTION

General Information

All proposals, sealed and marked “PROPOSAL FOR MARKETING & PUBLIC RELATIONS SERVICES RFP VT20-002”, must be received at Valley Transit, 801 S. Whitman Ave., Appleton, WI 54914 by 10:00 AM on Wednesday, April 1,2020. Any proposal received after this time will not be considered.

Proposers must submit, in a sealed package, one original (identified) plus four (4) copies of all materials required for acceptance of their proposal on or before the submittal deadline. The Cost Proposal Form must be included in a separate sealed envelope (identified as “Cost Proposal”) within the sealed proposal package. Valley Transit also requires one electronic version of all materials on a USB flash drive to be included within the sealed package above.

Proposals may be withdrawn prior to the date/time set for proposal opening. Proposals may be modified or withdrawn by the proposer’s authorized representative in person, or by written notice. If proposals are modified or withdrawn in person, the authorized representative shall make his identity known and shall sign a receipt for the proposal. Written notices shall be received in the office where proposal was submitted no later than the exact date/time for proposal due data.

Valley Transit reserves the right to reject any or all proposals, to waive any informalities in the process, or to accept any proposal deemed in the best interests of the City of Appleton/Valley Transit.

Proposed Schedule

The following schedule provides information on events and deadlines for this proposal.

RFP Issued March 1, 2020

Last day for submitting written questions March 13, 2020 Email addenda to proposers, which includes answers to all questions submitted, supplements and/or revisions to RFP March 16, 2020

Proposal submittal deadline April 1, 2020 Interview/Demo (if needed) April 6 – 10, 2020

Contract awarded April 29, 2020

Contract start date May 1, 2020

Written Questions & Addenda

All written questions to this RFP must be emailed to Deb Ebben at debra.ebben@appleton.org according to the schedule above. Only interpretations or

Valley Transit Page 8 corrections of the RFP made in writing by Valley Transit are binding. If referencing specific RFP language, please include page number and section heading.

In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this RFP, addenda will be provided to all known recipients of this initial RFP. To ensure all supplemental information (if available) regarding the initial RFP is shared, interested parties should email their contact info to Deb Ebben at debra.ebben@appleton.org before March 13, 2020.

Proposal Selection

Proposals will not be publicly opened. All proposals and evaluations will be kept strictly confidential, as allowed by law, throughout the evaluation, negotiation and selection process.

Proposals will be initially reviewed to determine if mandatory requirements are met. Failure to meet mandatory requirements may result in the proposal being rejected.

All initial Proposals received will be scored by an Evaluation Committee. Those Proposals which are judged by the Evaluation Committee to be the strongest will be short-listed (also known as the competitive range). Those firms that have a reasonable expectation of winning the competition will be advanced in the process, which may include interviews.

Based on the evaluation of the written proposal, additional information may be required to clarify or confirm proposal information. Additional information obtained may be of any or all of the following: reference checks, proposer interview and product demonstration. If additional information is needed, Valley Transit will make every reasonable attempt for scheduling at a time and location that is agreeable to the proposer. Failure of a proposer to fulfill or accommodate additional information requests may result in rejection of that proposer’s proposal.

Valley Transit may request a best and final offer from firms with proposals in the competitive range. The competitive range is determined by the evaluation committee.

If only one proposal is received in response to the request for proposals, additional information may be requested of the single proposer to determine if the cost proposed is fair and reasonable or if a negotiation is required.

Award of the contract shall be made to the most responsive and responsible proposer whose proposal meets the specifications and is most advantageous to Valley Transit.

Evaluation Criteria

The following four evaluation criteria are listed in priority order.

1. Capabilities, qualifications and experience of proposed team.

2. Demonstrated successful implementation of previous marketing strategies, public relations, crisis communication planning and campaign experience.

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3. Methodology and approach

4. Cost Proposal

Interview/Presentation

The proposal Evaluation Committee reserves the right to interview and request a presentation of proposal/service and to request the proposer to demonstrate the capabilities of its service.

Proposers should reserve dates noted in the Proposed Schedule for such interviews. Proposers will have the option for onsite or web-based interview. Valley Transit has a large LCD screen capable of video meetings for the interview. Proposer shall supply the video conference/web meeting service invite for Valley Transit to join.

If the evaluation committee determines a need for interviews, only vendor(s) with highest evaluations (competitive range) will be invited for interview & presentation.

Protest Procedure

Applicability. These protest procedures apply to all Valley Transit formal competitive procurements (RFPs, RFQs and IFBs), unless different procedures are included in the procurement documents. Procurements that intend to utilize the protest procedures set forth herein should include a reference to these procedures. As used in this section, an “interested party” is any person or entity that has timely submitted a bid or proposal in response to a formal procurement. Protests may only be filed by an interested party.

Guidelines for Protests.

Strict compliance. Strict compliance with the protest procedures is required. No statement by Valley Transit employees, officers, or agents will modify or otherwise alter the protest procedures. Only Valley Transit’s governing boards are authorized to modify these procedures, or the protest procedures set forth in the applicable procurement documents.

Exhaustion of Remedies Required Prior to Pursuing Protest with Federal Funding Agency or any legal action in any court or tribunal. The protest procedures are intended to constitute administrative remedies that must be exhausted prior to an interested party commencing any legal action or requesting review by any applicable federal funding agency.

Deadline. Protests must be filed promptly after the basis for the protest is known, but no later than:

• Protests relating to the procurement solicitation must be submitted in writing no later than five (5) working days from the date of the first published advertisement.

• Protests relating to the evaluation process must be submitted in writing no later than five (5) working days from the postmarked date of written evaluation correspondence sent by the General Manager to the Provider.

• Protest relating to the award must be submitted in writing no later than five (5) working days from the date of the award.

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• Protests relating to post-award issues must be submitted in writing no later than five

(5) working days from the date that the protestor verbalizes the concern to the General Manager.

• Requests for reconsideration (if data becomes available that was not previously known, or there has been an error of law or regulation) or appeal to a higher level must be submitted in writing no later than seven (7) working days from the date of the initial determination.

Contents Of Protest. Protests must clearly identify the interested party and the procurement involved in the protest. Protests must completely and succinctly state each and every ground for protest in detail, its legal authority for each protest allegation, and the factual basis for such protest. The protest must include all factual and legal documentation in sufficient detail to establish the merits of the protest. Items that are not included in a protest shall be deemed waived and uncontested.

Filing Of Protest. Protests must be delivered to the Valley Transit offices during normal business hours (but in no event later than 5:00 p.m.) on or before the applicable deadline.

Protests must be directed to the attention of the General Manager of Valley Transit.

Resolution. Protests will be decided on the basis of written submissions and any other fact finding determined necessary or appropriate by Valley Transit. Valley Transit may establish a protest evaluation team, and may consult with its legal counsel.

General Manager Response. Upon receipt of a written protest, the General Manager will meet with the protestor within five (5) working days and attempt to resolve the matter informally.

If information provided at the conference is to be considered in the protest decision it must be submitted in writing within three (3) days of the conference. The General Manager will respond in writing within five (5) working days of the meeting to each substantive issue raised in the written protest.

If the protestor is not satisfied and indicates an intention to appeal to the next step, the General Manager will temporarily suspend the procurement process, provided that the protest has been timely filed before award, unless it is determined that:

• The items to be procured are urgently required;

• Delivery or performance will be unduly delayed by failure to make the award promptly; or

• Failure to make prompt award will otherwise cause harm to Valley Transit.

Each prospective Provider will be advised of the pending protest if the protest is filed before award.

Decision On Protest. The General Manager will issue a written decision regarding the protest within thirty (30) days after the filing of the detailed statement of protest.

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Local Appeal Procedure. If the protestor makes a timely appeal of the General Manager’s decision the matter will be forwarded to the Fox Cities Transit Commission (FCTC) for their review. The protestor will be notified in writing of the date that the appeal will be heard. The recommendation of the FCTC will then be forwarded to the Appleton Common Council for ultimate local disposition of the protest.

FTA Funded Procurements. When the protest involves a Federal Transit Administration funded procurement, Valley Transit will disclose information regarding the protest to FTA, and will keep the FTA informed about the status of the protest. The FTA’s role is limited to considering matters that are “primarily of a Federal concern.”

Mandatory Proposal Requirements

The following format includes the mandatory forms and documentation for the preparation and submittal of proposals.

Proposals shall include the specified elements below:

a. Transmittal/Cover Letter containing the statements listed below and signed by an authorized officer of the responding organization.

1) The information contained in this submission is accurate and complete as of the date of submission.

2) The responding organization understands and is willing to comply with all contractual requirements.

b. Written Proposal Response

c. Cost Proposal Form

d. Acknowledgement of Amendments/Addendums (if any)

e. Certifications:

1) Lobbying Certification

2) Debarment and Suspension Certification

3) Compliance with Overall Federal Regulations Certification

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Written Proposal Response

Proposers shall answer the following within their proposal. Each proposal shall limit their proposal to these elements and maintain the same order in their response. Valley Transit desires concise proposals. However, the proposer should not withhold information from the written response in anticipation of a future presentation or interview, since this offering may not be solicited.

Qualifications, Related Experience & References

1) List name of Firm/Organization and Chief Executive Officer. Include business address, telephone number and email address. List name, title, phone number and email address of individual designated to represent organization in subsequent discussions or negotiations related to this solicitation.

2) Provide legal status of firm (sole proprietor, for-profit corporation or joint venture corporation, for-profit partnership, non-profit corporation, public agency, or other-identify). If firm is a DBE (as described earlier in this document), please note here.

3) Provide a general description of the firm's financial condition and identify any conditions (e.g. bankruptcy, pending litigation, planned office closures, impending merger) that may impede or impact the proposer's ability to complete the Scope of Work.

4) Provide concise resumes of key personnel that would be assigned to work with Valley Transit on a regular basis. The resumes should feature relevant job experience, at least the past three years, and membership and certifications pertinent to providing the services defined in this RFP.

5) Briefly describe your firm’s speciality/niche and core capabilities. Describe your firm’s experience regarding the main areas described in the Scope of Work of this RFP.

6) Provide three (3) recent references that you consider most relevant in demonstrating your ability to perform the proposed effort. For each reference, please include client’s name, client’s project manager (email and phone number), a description of work performed and date of completion. Valley Transit may check references outside of the submitted reference list.

7) Provide two (2) samples of media campaigns that you consider most relevant to the service described in this RFP. Include a brief description of the campaign and results.

Methodology of Approach

1) With a proposed annual budget of $50,000, provide a summary of how your firm would address the Scope of Work described in this RFP. Describe what Valley Transit should expect to receive within this budget.

2) Provide a brief narrative of how your firm’s team would communicate and collaborate with Valley Transit.

3) Briefly describe any additional information or value-added capabilities that you believe

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Cost Proposal Form

The proposer may recreate the form below, but must complete all information and maintain the same order.

Valley Transit has an expected annual budget of $50,000 per year for this service. It is possible that Valley Transit would undertake special projects; ask the awarded firm to support/assist Valley Transit with unforeseen events; or other activitity that may not be accounted for in the base marketing budget. Below indicate costs for additional services beyond those included in your proposal. Please show as cost per hour by service type, expand rows in table for additional service types if needed.

Cost per Hour Additional Service Type Year 1 Year 2 Year 3

Year 4 (option)

Year 5 (option)

Notes: (1) Include additional information on an attached page if needed. (2) The completed Cost Proposal Form must be included in a separate sealed envelope (identified as “Cost Proposal”) within the sealed proposal package submitted to Valley Transit.

Firm Name: _______________________________________________

Name & Title of Vendor’s Authorized Official: ______________________________________

Signature: _______________________________________________

Date: _______________________________________________

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Lobbying Certification

The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions [as amended by “Government wide Guidance for New Restrictions on Lobbying,” 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq .)]

(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

[Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.]

The Contractor, ___________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.

If the undersigned is required to complete and submit Standard Form--LLL, “Disclosure Form to Report Lobbying” (see #2 above), please include Standard Form—LL with this proposal submittal.

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Debarment and Suspension Certification

This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

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

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

If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to Valley Transit, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

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Compliance with Overall Federal Regulations Certification

49 CFR Part 18

The Contractor listed below hereby certifies that it 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 Federal Transit Administration (FTA) Master Agreement between the City of Appleton/ValleyTransit and the Federal Transit Administration, as they may be amended or promulgated from time to time during the term of this contract. The Contractor’s failure to so comply shall constitute a material breach of this contract. FTA contract clauses are listed in this RFP.

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APPENDIX 1 – FEDERAL CONTRACT CLAUSES

The following clauses will be attached to the awarded proposer’s contract.

No Obligation by the Federal Government

(1) The Purchaser and Contractor 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 Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the Federal Transit Administration (FTA). It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

Program fraud and false or fraudulent statements and related acts 31 U.S.C. 3801 et seq.

49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307

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

(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

(3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

Access to Records 49 U.S.C. 5325 18 CFR 18.36 (i)

49 CFR 633.17

1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor’s records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R.

633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor’s records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000.

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3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions.

4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three 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 Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).

7. FTA does not require the inclusion of these requirements in subcontracts.

Federal Changes 49 CFR Part 18

Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement (see http://www.fta.dot.gov/funding/apply/grants_financing_3162.html) between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this contract.

Civil Rights 29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq.

The following requirements apply to the underlying contract:

(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 Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

(2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract:

(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project.

The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination;

rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

http://www.fta.dot.gov/funding/apply/grants_financing_3162.html

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(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor 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 Contractor agrees to comply with any implementing requirements FTA may issue.

(3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

Disadvantaged Business Enterprises 49 CFR Part 26

a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 1.18 %. A separate contract goal has not been established for this procurement.

b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract.

The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as Valley Transit deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).

The successful bidder will be required to report its DBE participation obtained through race-neutral means throughout the period of performance.

d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from Valley Transit. In addition, [the contractor may not hold retainage from its subcontractors.] [is required to return any retainage payments to those subcontractors within 30 days after the subcontractor’s work related to this contract is satisfactorily completed.] [is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor’s work by Valley Transit and contractor’s receipt of the partial retainage payment related to the subcontractor’s work.]

e. The contractor must promptly notify Valley Transit, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of Valley Transit.

Incorporation of FTA Terms FTA Circular 4220.1F

Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E 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 Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Valley Transit requests which would cause Valley Transit to be in violation of the FTA terms and conditions.

Termination Provisions 49 U.S.C. Part 18 FTA Circular 4220.1F

(1) Termination for Convenience - The performance of work under the Contract may be terminated by Valley Transit in accordance with this Section in whole, or from time to time in part, whenever Valley Transit determines that such termination is in its best interest. Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying the extent to which performance of work under the Contract is terminated and the date upon which such termination becomes effective.

http://www.fta.dot.gov/laws/circulars/publications_4063.html

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(2) Termination for Default - If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, Valley Transit may terminate this contract for default. Valley Transit shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Valley Transit.

(3) Termination by Mutual Agreement - The Contract may be terminated by mutual agreement of the parties. Such termination shall be effective in accordance with a written agreement by the parties. Any other act of termination shall be in accordance with the termination by convenience or default provisions contained in these sections.

Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

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

The certification in this clause is a material representation of fact relied upon by Valley Transit. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to Valley Transit, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

Resolution of Disputes, Breaches, or Other Litigation 49 CFR Part 18 FTA Circular 4220.1E

Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of Valley Transit’s Transportation Director. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Transportation Director. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Transportation Director shall be binding upon the Contractor and the Contractor shall abide be the decision.

Performance During Dispute - Unless otherwise directed by Valley Transit, Contractor shall continue performance under this Contract while matters in dispute are being resolved.

Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be…