RFP - Sonoma Access Call Center

Transcription

1 RFP - Sonoma Access Call Center Request for Proposals for Sonoma Access Call Center Services in Sonoma County The City of Santa Rosa (City) is seeking proposals for the procurement of the following services: Furnishing call center personnel and location for an information/referral Call Center that will receive incoming calls requesting transportation options in Sonoma County. Preferably the Call Center will be already established and Sonoma Access will simply purchase allocated staff time on a time per call basis. The telephone system must include a time per call tracking feature, as well as call recording capabilities. A crucial aspect of this project will be the reliance on Call Center staff to utilize the Sonoma Access website for determining the best transportation or human service fit for the caller, versus automatically directing them to Paratransit as the only alternative. The website, Sonoma Access, is being independently developed and will include trip planning software, specific information on transit/paratransit agencies in Sonoma County, as well as travel training options and schedules. A search function will also provide a comprehensive list of human services programs available in Sonoma County along with their pertinent information, including direct links to volunteer driver programs located throughout the region. Comprehensive training of Call Center personnel to use this resource efficiently will be a key to the success of the project. Desired skills of Call Center personnel are ability to clearly communicate and motivation to provide high quality public service. Sealed proposals will be accepted until 5:00 PM on January 4, 2013 at Santa Rosa City Hall and should be addressed to, or may be hand delivered to: City of Santa Rosa Transportation & Public Works Department Michael Ivory, Transit Planner (Project Manager) 100 Santa Rosa Avenue, Room 6 Santa Rosa, CA 95404

2 Proposals together with all required attachments are to be submitted in sealed envelopes clearly marked 2012 SONOMA ACCESS CALL CENTER PROPOSAL. Proposals that are incomplete will not be considered. After 5:00 PM on January 4, 2013 all proposals properly submitted will be collected and evaluated. Please note that electronic submissions or facsimiles WILL NOT BE ACCEPTED. It is the intention of the City to enter into negotiations with the proposer submitting the highest ranking proposal to the City to reach a final agreement. The determination of the most responsive proposal will be made by an evaluation team. The City reserves the right to reject any and all proposals, or to accept the proposal deemed the most advantageous to the City. No proposals, alterations, or modifications to proposals shall be allowed after the proposal submittal deadline. The City shall bear no responsibility for costs incurred by respondents in preparation of the proposals. Anita Winkler Deputy Director - Transit Division

3 Request for Proposals For Sonoma Access Customer Transportation/Health and Human Services Call Center

4 Table of Contents Notice Inviting Proposals... 3 Introduction... 3 General Responsibilities of the Contractor... 3 Background Information... 4 Scope of Work... 4 Compensation... 4 Cost Proposal... 4 Term of Service... 5 Equipment Requirements... 5 Exhibit 1 Professional Services Agreement Exhibit 2 - Applicable Federal Clauses Sonoma Access 2012 RFP P a g e 2

5 Notice Inviting Proposals NOTICE IS HEREBY GIVEN that sealed proposals will be received in the Transportation Division office of the City of Santa Rosa at 100 Santa Rosa Avenue, Room 6, Santa Rosa CA no later than: Friday January 4, 2013, 5:00 pm, Pacific Standard Time, Sonoma Access Transportation/Health and Human Services Call Center Introduction The City of Santa Rosa Transit Division of the Transportation and Public Works Department (City) has been awarded a Federal 5317 New Freedom Grant to develop the Sonoma Access Call Center, and linked website. The City seeks proposals from qualified firms to provide space and call center functions for the Sonoma Access One Call/One Click Call Center and an associated website. Ideally, the City would prefer to enter into an agreement with a fully established call center whose staff will respond to calls on specified call lines assigned to Sonoma Access. Staff should be knowledgeable about Sonoma County landmarks, major destinations and services available for elderly and disabled callers. General Responsibilities of the Contractor The Contractor shall be Responsible for: A. Providing trained Call Center staff to respond to callers seeking transportation or information about health and human services agencies. B. Providing a courteous, patient, and knowledgeable staff. Staff should be able to communicate clearly, be proficient at problem solving and, have developed computer skills. C. Utilizing the Sonoma Access website to determine solutions to caller s requests. D. Monitoring, recording and documenting all incoming and outgoing calls. Call records must be included with monthly invoices to the City. E. Ensuring that the Call Center is fully accessible to people with disabilities and individuals with Limited English Proficiency (LEP) (primarily Spanish). F. Contractor is responsible for compliance with required Federal Clauses. Sonoma Access 2012 RFP P a g e 3

6 Background Information Scope of Work This service will respond to calls for transportation information and referral requests available in Sonoma County, California. When the Sonoma Access line is dialed the caller will have the opportunity to either select a paratransit provider or speak to an individual operator who will then guide them through the process of determining their need and, when appropriate, making a connection with a service provider that will meet that need. The primary purpose of this service will be to direct callers to the variety of transportation and/or health and human service agencies i.e., Council on Aging, The Volunteer Center, Senior Center Volunteer driver programs etc., available in Sonoma County. In the event that research is required to respond to the callers request or if a ride needs to be scheduled through a Volunteer Driver Program or another local agency, call center staff will gather the callers contact information and return the call when a solution has been determined. All inbound and outbound calls will be monitored and recorded for accuracy and professionalism as well as duration of the call for billing purposes. Monthly statements will be included with billing invoices. All efforts will be applied to ensure that no caller exceeds a two minute hold time and if a backlog develops the callers contact information will be taken and the call returned to them at the earliest opportunity. In addition, calls with clients shall be limited to a maximum two to three minutes when possible. It is essential that the capacity to respond to multilingual callers be included as a staffing requirement. Compensation Cost Proposal Compensation for providing this service will occur on individual call activity; i.e. contractor staff will track length of call time for each call response. Proposers will determine a fixed cost per minute or for a fixed cost per month which will then become the basis of the cost proposal for an Agreement. Calls will be limited in duration to two three minutes; should a call appear that it will exceed this standard the operator will end the call and then call the client back when a solution has been determined. There is an option to include hourly staffing costs if it is deemed Sonoma Access 2012 RFP P a g e 4

7 appropriate. Should the volume of calls or the length of calls become excessive amending the agreement to implement a flat hourly rate may be necessary. Term of Service Term Because this resource is funded by a limited term Federal New Freedom Cycle IV 5317 Grant the initial term of service will be one year with one optional one year extension. There will eventually be a lead agency for this project but until that agency has been determined the term of the agreement will coincide with grant cycles. Proposers should be prepared to offer other term options if available to City during the pre-bid conference. Equipment Requirements Equipment The following are required for the successful operation of the Call Center and website: 1. Computer 4 gigabyte memory, tower model 2. Monitors 2 flat panel 24 LED 3. Multiple line telephone system with real time monitoring and recording capabilities 4. Office headsets 5. A minimum of two dedicated telephone lines 6. Internet access 7. Normal office furniture. General Information A. GENERAL INSTRUCTIONS I. In submitting proposals, Proposers must comply with the performance criteria as set forth in the following instructions. All proposals will be reviewed thoroughly prior to any selection to determine if proposers have met all criteria in these proposal instructions. It is essential that proposers read each of the sections carefully and take action where necessary. Sonoma Access 2012 RFP P a g e 5

8 II. III. IV. The words "offer", "contract proposal", and "proposal" are synonymous, and it is understood that once City accepts the same, the document may be incorporated as part of the contract contemplated by these instructions. The award of a contract or contracts under this Request for Proposals (RFP) will be based on competitive negotiated procurement procedures, and proposals submitted in response to this RFP will be subject to negotiation. An evaluation committee will review and screen proposals. Proposers submitting responsive proposals may be considered for a subsequent interview and contract negotiation at their own expense. Proposals will be judged upon criteria presented in Sections V and VI of this RFP. The City may consider proposals for any and/or all elements of the requested items. The quantities and items requested are only estimates and are subject to change. V. The City reserves the right to award a contract to a firm solely on the basis of the initial proposal submitted. VI. Required information to be submitted in the proposal must be current, complete and accurate. Please complete the forms referenced in other sections of this RFP. City reserves the right to require more information and clarification of information submitted in the proposal in order to complete the evaluation. B. LIMITATIONS This Request for Proposal does not commit City to award a contract, pay any cost incurred in the preparation of a proposal responsive to this RPF, or procure or contract for services. City reserves the right to accept or reject any or all proposals received as a result of this RFP, to negotiate with qualified sources, or to cancel in part or in its entirety this RFP if it is in the best interests of City. The contents of the proposal submitted by a proposer may become a contractual obligation if a contract ensues. C. PROTESTS In the event a proposer desires to protest a proposal or an award, the following procedure shall be used. City of Santa Rosa City Code Authority to resolve protested solicitations and awards. Sonoma Access 2012 RFP P a g e 6

9 A. Right to Protest. Any bidder who objects to the award of contract may protest to the Project Manager prior to the bid award. B. Authority to Resolve Protests. The Project Manager shall have authority, prior to award, to settle and resolve a protest. C. Decision Process. If the protest is not resolved by mutual agreement, the Purchasing Agent shall issue a decision in writing, stating the decision and facts supporting the decision and informing the protestant of its right to appeal the decision in accordance with City of Santa Rosa, City Code, Chapter A copy of the decision shall be mailed or otherwise furnished to the protesting bidder. A decision under this procedure shall be final except that the Purchasing Agent s final decision may be appealed to the Council. (Ord (part), 2000) I. Proposers shall be made aware of the Federal Transit Administration (FTA) protest procedures referenced in FTA Circular D. If Federal funding is involved, FTA will review protests from a third party only when a grantee does not have a written protest procedure or fails to follow its procedures. II. An appeal to FTA must be received by the cognizant FTA regional or headquarters office within five working days of the date the protester knew or should have known of the violation. D. DEVIATIONS Proposers will provide City with any suggested deviations to the Agreement and Conditions, and the Scope of Services. If deviations exist, negotiations on specific items will precede any award or contract. Deviations must be submitted at the time of response to the proposal. E. PROPOSER STATUS I. All firms doing business with the City of Santa Rosa shall be in compliance with the Federal requirements included in Attachment Two to each Federally Required Contract Clause. II. All firms doing business with the City of Santa Rosa shall be in compliance with the City s insurance requirements, and agree to the professional services agreement Section 4. Indemnity, unmodified. Sonoma Access 2012 RFP P a g e 7

10 F. DISADVANTAGED ENTERPRISES I. The Disadvantaged Business Enterprise policy authorizes the implementation of a Disadvantaged Business Enterprise Program with the Department of Transportation, United States of America, for all grant applications under the Federal Transit Act, as amended. It is the policy of the City of Santa Rosa that Disadvantaged Business Enterprises, as defined in 49 CFR Part 26, and as amended in Section 106(c) of the Surface Transportation and Uniform Relocation Assistance Act of 1987, shall have the maximum opportunity to participate in the performance of projects financed in whole or in part with federal funds. Consequently, the DBE requirements of 49 CFR Part 26 apply to the Agreement. II. III. The recipient or its contractor agrees to ensure that DBE s as defined in 49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under the Agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 to ensure that DBE s have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT- assisted contracts. Any questions about DBE participation or good faith efforts should be directed to Michael Ivory, Project Manager, at (707) City recommends proposers address DBE participation or good faith effort at least two weeks prior to closing. G. FEDERAL REGULATION CONFORMANCE Contractor is bound by the same terms and conditions of applicable federal regulations that are imposed on City for this project. H. PROPOSER RESPONSIBILITY I. Should Proposer find discrepancies in or omissions from these instructions or any of the attachments, or should it be in doubt as to their meaning, it shall at once notify the Project Manager in writing. Written instructions will be sent notifying all known potential Proposers of such discrepancy, if any, and of any changes. II. The Proposer is required to complete and submit its proposal in the specified Sonoma Access 2012 RFP P a g e 8

11 III. I. THE AGREEMENT format. In addition, the proposal must include the completed information requested. Failure to answer all questions fully and correctly may result in the proposal being judged non-responsive. The City reserves the right to examine all factors bearing on a Proposer's ability to perform the services under the Agreement. The proposal and all other accompanying documents or materials submitted by a Proposer will be deemed to constitute part of the proposal. Proposals may be withdrawn prior to the proposal due date listed in Section I. No proposal may be withdrawn for a period of 120 days after the proposal due date listed in Section I. The Agreement, along with the Insurance Requirements for Consultants, the Scope of Services, and other relevant components of the proposal shall constitute the entire agreement for the performance of services described herein. The successful proposer will be required to comply with all terms, conditions, and provisions of the Agreement during the entire contract period. Insurance requirements as specified in Attachment One are mandatory and non negotiable. Failure or inability to comply with insurance requirements will result in disqualification for non responsiveness. J. DEBARMENT CERTIFICATION The Proposer shall certify that it is not included in the U.S. General Service Administrations list of ineligible contractors. Exhibits: Exhibit 1 Professional Services Agreement Sonoma Access 2012 RFP P a g e 9

12 Exhibit 1 Professional Services Agreement CITY OF SANTA ROSA PROFESSIONAL SERVICES AGREEMENT WITH [NAME OF CONSULTANT] AGREEMENT NUMBER This Agreement is made as of this day of, 2012 [leave date blank until all parties have signed or until Council approves], by and between the City of Santa Rosa, a municipal corporation ("City"), and [add consultant s full name, for example, XYZ Sales Corporation or ABC Consulting, LLC or ABC Enterprises, LP, or John Smith, dba Smith Consulting ] a [add type of legal entity and state of entity formation or incorporation, for example, a California Corporation, or a Delaware Limited Liability Company, or a Nevada Limited Partnership, or a sole proprietor ], ("Consultant"). R E C I T A L S A. City desires to [enter brief description of the task or project that is intended to be completed through this Agreement]. B. City desires to retain a qualified firm to conduct the services described above in accordance with the Scope of Services as more particularly set forth in Exhibit A to the Agreement. C. Consultant represents to City that it is a firm composed of highly trained professionals and is fully qualified to conduct the services described above and render advice to City in connection with said services. D. The parties have negotiated upon the terms pursuant to which Consultant will provide such services and have reduced such terms to writing. AGREEMENT NOW, THEREFORE, City and Consultant agree as follows: 1. SCOPE OF SERVICES Consultant shall provide to City the services described in Exhibit A ( Scope of Services ) [attach either City s description of the services to be provided or consultant s proposal and mark as Exhibit A]. Consultant shall provide these services at the time, place, and in the manner specified in Exhibit A. Exhibit A is attached hereto solely for the purpose of defining the manner and scope of services to be provided by Consultant and is not intended to, and shall not be construed so as to, modify or expand the terms, conditions or provisions contained in this Agreement. In the event of any conflict between the terms in Exhibit A and the Agreement, the terms of this Agreement shall control and prevail. The parties agree that any term contained in Exhibit A that adds to, varies or conflicts with the terms of this Agreement is null and void. Sonoma Access 2012 RFP P a g e 10

13 2. COMPENSATION a. City shall pay Consultant for services rendered pursuant to this Agreement at the rates, times and in the manner set forth in Exhibit B. Consultant shall submit monthly statements to City which shall itemize the services performed as of the date of the statement and set forth a progress report, including work accomplished during the period, percent of each task completed, and planned effort for the next period. Invoices shall identify personnel who have worked on the services provided, the number of hours each worked during the period covered by the invoice, the hourly rate for each person, and the percent of the total project completed, consistent with the rates and amounts shown in Exhibit B. b. The payments prescribed herein shall constitute all compensation to Consultant for all costs of services, including, but not limited to, direct costs of labor of employees engaged by Consultant, travel expenses, telephone charges, copying and reproduction, computer time, and any and all other costs, expenses and charges of Consultant, its agents and employees. In no event shall City be obligated to pay late fees or interest, whether or not such requirements are contained in Consultant s invoice. c. Notwithstanding any other provision in this Agreement to the contrary, the total maximum compensation to be paid for the satisfactory accomplishment and completion of all services to be performed hereunder shall in no event exceed the sum of [enter maximum amount in written and numeric form, for example ten-thousand, five-hundred dollars and no cents ($10,500.00) ]. The City s Chief Financial Officer is authorized to pay all proper claims from Charge Number [enter IFAS charge number]. 3. DOCUMENTATION; RETENTION OF MATERIALS a. Consultant shall maintain adequate documentation to substantiate all charges as required under Section 2 of this Agreement. b. Consultant shall keep and maintain full and complete documentation and accounting records concerning all extra or special services performed by it that are compensable by other than an hourly or flat rate and shall make such documents and records available to authorized representatives of City for inspection at any reasonable time. c. Consultant shall maintain the records and any other records related to the performance of this Agreement and shall allow City access to such records during the performance of this Agreement and for a period of four (4) years after completion of all services hereunder. Sonoma Access 2012 RFP P a g e 11

14 4. INDEMNITY Consultant shall, to the fullest extent permitted by law, indemnify, protect, defend and hold harmless City, and its employees, officials and agents ( Indemnified Parties ) for all claims, demands, costs or liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest, defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, employees, or agents, in said performance of professional services under this Agreement, excepting only liability arising from the sole negligence, active negligence or intentional misconduct of City. 5. INSURANCE Consultant shall maintain in full force and effect all of the insurance coverage described in, and in accordance with, Attachment One, Insurance Requirements. Maintenance of the insurance coverage set forth in Attachment One is a material element of this Agreement and a material part of the consideration provided by Consultant in exchange for City s agreement to make the payments prescribed hereunder. Failure by Consultant to (i) maintain or renew coverage, (ii) provide City notice of any changes, modifications, or reductions in coverage, or (iii) provide evidence of renewal, may be treated by City as a material breach of this Agreement by Consultant, whereupon City shall be entitled to all rights and remedies at law or in equity, including but not limited to immediate termination of this Agreement. Notwithstanding the foregoing, any failure by Consultant to maintain required insurance coverage shall not excuse or alleviate Consultant from any of its other duties or obligations under this Agreement. In the event Consultant, with approval of City pursuant to Section 6 below, retains or utilizes any subcontractors or subconsultants in the provision of any services to City under this Agreement, Consultant shall assure that any such subcontractor has first obtained, and shall maintain, all of the insurance coverage requirements set forth in the Insurance Requirements at Attachment One. 6. ASSIGNMENT Consultant shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of City, in City s sole and absolute discretion. Consultant agrees that the City shall have the right to approve any and all subcontractors and subconsultants to be used by Consultant in the performance of this Agreement before Consultant contracts with or otherwise engages any such subcontractors or subconsultants. 7. TERMINATION a. This Agreement may be terminated by either party by giving ten (10) days written notice to the other party of its intent to terminate the Agreement.b. Upon such termination, Consultant shall submit to City an itemized statement of services performed as of the date of termination in accordance with Section 2 of this Agreement. These services may include both completed work and work in progress at the time of termination. City shall pay Consultant for any services for which compensation is owed; provided, however, City shall not Sonoma Access 2012 RFP P a g e 12

15 in any manner be liable for lost profits that might have been made by Consultant had the Agreement not been terminated or had Consultant completed the services required by this Agreement. Consultant shall promptly deliver to City all documents related to the performance of this Agreement in its possession or control. All such documents shall be the property of City without additional compensation to Consultant. 8. NOTICES Except as otherwise provided in this Agreement, any notice, submittal or communication required or permitted to be served on a party, shall be in writing and may be served by personal delivery to the person or the office of the person identified below. Service may also be made by mail, by placing first-class postage, and addressed as indicated below, and depositing in the United States mail to: City Representative: [Include name of Project Manager] [Include Address and Phone and Fax No.] Consultant Representative: [Include name of Project Manager] [Include Address Phone and Fax No.] 9. INDEPENDENT CONTRACTOR a. It is understood and agreed that Contractor (including Contractor s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Agreement, and Contractor shall be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold City harmless from any and all claims that may be made against City based upon any contention by any of Contractor s employees or by any third party, including but not limited to any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any services under this Agreement. b. It is further understood and agreed by the parties hereto that Contractor, in the performance of Contractor s obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished under this Agreement, but not as to the means, methods, or sequence used by Contractor for accomplishing such results. To the extent that Contractor obtains permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Contractor s sole discretion based on the Contractor s determination that such use will promote Contractor s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the City does not require that Contractor use City facilities, equipment or support services or work in City locations in the performance of this Agreement. Sonoma Access 2012 RFP P a g e 13

16 c. If, in the performance of this Agreement, any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision, and control of Contractor. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor. It is further understood and agreed that Contractor shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of Contractor s assigned personnel and subcontractors. d. The provisions of this Section 9 shall survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between City and Contractor. Contractor may represent, perform services for, or be employed by such additional persons or companies as Contractor sees fit. 10. ADDITIONAL SERVICES Changes to the Scope of Services shall be by written amendment to this Agreement and shall be paid on an hourly basis at the rates set forth in Exhibit B, or paid as otherwise agreed upon by the parties in writing prior to the provision of any such additional services. 11. SUCCESSORS AND ASSIGNS City and Consultant each binds itself, its partners, successors, legal representatives and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of such other party in respect of all promises and agreements contained herein. 12. TIME OF PERFORMANCE The services described herein shall be provided during the period, or in accordance with the schedule, set forth in Exhibit A. Consultant shall complete all the required services and tasks and complete and tender all deliverables to the reasonable satisfaction of City, not later than [enter expected completion date]. 13. MISCELLANEOUS a. Entire Agreement. This Agreement contains the entire agreement between the parties. Any and all verbal or written agreements made prior to the date of this Agreement are superseded by this Agreement and shall have no further effect. b. Modification. No modification or change to the terms of this Agreement will be binding on a party unless in writing and signed by an authorized representative of that party. c. Compliance with Laws. Consultant shall perform all services described herein in compliance with all applicable federal, state and local laws, rules, regulations, and Sonoma Access 2012 RFP P a g e 14

17 ordinances, including but not limited to, (i) the Americans with Disabilities Act of 1990 (42 U.S.C , et seq.) ( ADA ), and any regulations and guidelines issued pursuant to the ADA; and (ii) Labor Code sections , which require prevailing wages (in accordance with DIR schedule at be paid to any employee performing work covered by Labor Code sections 1720 et seq. Consultant shall pay to the City when due all business taxes payable by Consultant under the provisions of Chapter 6-04 of the Santa Rosa City Code. The City may deduct any delinquent business taxes, and any penalties and interest added to the delinquent taxes, from its payments to Consultant. d. Governing Law; Venue. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court in Sonoma County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such court, and consent to service of process issued by such court. e. Conflict of Interest. The City s Conflict of Interest Code requires that individuals who qualify as consultants under the Political Reform Act, California Government Code sections et seq., comply with the conflict of interest provisions of the Political Reform Act and the City s Conflict of Interest Code, which generally prohibit individuals from making or participating in the making of decisions that will have a material financial effect on their economic interests. The term consultant generally includes individuals who make governmental decisions or who serve in a staff capacity. In the event that the City determines, in its discretion, that Consultant is a consultant under the Political Reform Act, Consultant shall cause the following to occur within 30 days after execution of this Agreement: (1) Identify the individuals who will provide services or perform work under this Agreement as consultants, and (2) Cause these individuals to file with the City s Representative the assuming office statements of economic interests required by the City s Conflict of Interest Code. Thereafter, throughout the term of the Agreement, Consultant shall cause these individuals to file with the City Representative annual statements of economic interests, and leaving office statements of economic interests, as required by the City s Conflict of Interest Code. The above statements of economic interests are public records subject to public disclosure under the California Public Records Act. The City may withhold all or a portion of any payment due under this Agreement until all required statements are filed. f. Waiver of Rights. Neither City acceptance of, or payment for, any service or performed by Consultant, nor any waiver by either party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. g. Ownership and Use of Property Rights. Unless otherwise expressly provided herein, all original works created by Consultant for City hereunder shall be and remain the property of City. Consultant agrees that any patentable or copyrightable property rights, to the extent created for City as part of the services provided hereunder, shall be in the public domain and may be used by anyone for any lawful purpose. Sonoma Access 2012 RFP P a g e 15

18 h. Incorporation of attachments and exhibits. The attachments and exhibits to this Agreement are incorporated and made part of this Agreement, subject to terms and provisions herein contained. 14. AUTHORITY; SIGNATURES REQUIRED FOR CORPORATIONS Consultant hereby represents and warrants to City that it is (a) a duly organized and validly existing [enter type of entity], formed and in good standing under the laws of the State of [enter state of formation for corporations, LPs and LLCs], (b) has the power and authority and the legal right to conduct the business in which it is currently engaged, and (c) has all requisite power and authority and the legal right to consummate the transactions contemplated in this Agreement. Consultant hereby further represents and warrants that this Agreement has been duly authorized, and when executed by the signatory or signatories listed below, shall constitute a valid agreement binding on Consultant in accordance with the terms hereof. If this Agreement is entered into by a corporation, it shall be signed by two corporate officers, one from each of the following two groups: a) the chairman of the board, president or any vice-president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The title of the corporate officer shall be listed under the signature. Sonoma Access 2012 RFP P a g e 16

19 Executed as of the day and year first above stated. CONSULTANT: Name of Firm: TYPE OF BUSINESS ENTITY (check one): Individual/Sole Proprietor Partnership Corporation Limited Liability Company Other (please specify: ) Signatures of Authorized Persons: By: Print Name: Title: By: Print Name: Title: Taxpayer I.D. No. CITY OF SANTA ROSA a Municipal Corporation By: Print Name: Director, Department Title: APPROVED AS TO FORM: Office of the City Attorney ATTEST: City Clerk [Remove signature block if agreement not approved by Council] City of Santa Rosa Business Tax Cert. No. Attachments: Attachment One - Insurance Requirements Attachment Two Applicable Federal Clauses Exhibit A - Scope of Services Exhibit B - Compensation Sonoma Access 2012 RFP P a g e 17

20 Attachment One Insurance Requirements ATTACHMENT ONE INSURANCE REQUIREMENTS FOR AGREEMENTS FOR PROFESSIONAL SERVICES A. Insurance Policies: Consultant shall, at all times during the terms of this Agreement, maintain and keep in full force and effect, the following policies of insurance with minimum coverage as indicated below and issued by insurers with AM Best ratings of no less than A-:VI or otherwise acceptable to the City. Insurance 1. Commercial general liability Minimum Coverage Limits $ 1 million per occurrence $ 2 million aggregate Additional Coverage Requirements Coverage must be at least as broad as ISO CG and must include completed operations coverage. If insurance applies separately to a project/location, aggregate may be equal to per occurrence amount. Coverage may be met by a combination of primary and excess insurance but excess shall provide coverage at least as broad as specified for underlying coverage. Coverage shall not exclude subsidence. 2. Business auto coverage 3. Professional liability (E&O) 4. Workers compensation and employer s liability $ 1 million ISO Form Number CA covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $ 1 million per accident for bodily injury and property damage. $ 1 million per claim Consultant shall provide on a policy form appropriate to profession. If on a claims made $ 1 million aggregate basis, Insurance must show coverage date prior to start of work and it must be maintained for three years after completion of work. $ 1 million As required by the State of California, with Statutory Limits and Employer s Liability Insurance with limit of no less than $ 1 million per accident for bodily injury or disease. The Workers Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant, its employees, agents and subcontractors. B. Endorsements: 1. All policies shall provide or be endorsed to provide that coverage shall not be canceled, except after prior written notice has been provided to the City in accordance with the policy provisions. Sonoma Access 2012 RFP P a g e 18

21 2. Liability policies shall provide or be endorsed to provide the following: a. For any claims related to this project, Consultant s insurance coverage shall be primary and any insurance or self-insurance maintained by City shall be excess of the Consultant s insurance and shall not contribute with it; and, b. The City of Santa Rosa, its officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy. General liability coverage can be provided in the form of an endorsement to Consultant s insurance at least as broad as ISO Form CG or if not available, through the addition of both CG and CG if a later edition is used. C. Verification of Coverage and Certificates of Insurance: Consultant shall furnish City with original certificates and endorsements effecting coverage required above. Certificates and endorsements shall make reference to policy numbers. All certificates and endorsements are to be received and approved by the City before work commences and must be in effect for the duration of the contract. The City reserves the right to require complete copies of all required policies and endorsements. D. Other Insurance Provisions: 1. No policy required by this Agreement shall prohibit Consultant from waiving any right of recovery prior to loss. Consultant hereby waives such right with regard to the indemnitees. 2. All insurance coverage amounts provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement limits the application of such insurance coverage. Defense costs must be paid in addition to coverage amounts. 3. Self-insured retentions above $10,000 must be approved by the City. At the City s option, Consultant may be required to provide financial guarantees. 4. Sole Proprietors must provide a representation of their Workers Compensation Insurance exempt status. 5. City reserves the right to modify these insurance requirements while this Agreement is in effect, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Sonoma Access 2012 RFP P a g e 19

22 Attachment 2 - Applicable Federal Clauses Federally Required Contract Clauses (applicable clauses in bold) 1. Fly America Requirements 2. Buy America Requirements 3. Charter Bus and School Bus Requirements 4. Cargo Preference Requirements 5. Seismic Safety Requirements 6. Energy Conservation Requirements 7. Clean Water Requirements 8. Bus Testing 9. Pre-Award and Post Delivery Audit Requirements 10. Lobbying 11. Access to Records and Reports 12. Federal Changes 13. Bonding Requirements 14. Clean Air 15. Recycled Products 16. Davis-Bacon and Copeland Anti-Kickback Acts 17. Contract Work Hours and Safety Standards Act 18. [Reserved] 19. No Government Obligation to Third Parties 20. Program Fraud and False or Fraudulent Statements and Related Acts 21. Termination 22. Government-wide Debarment and Suspension (Nonprocurement) Sonoma Access 2012 RFP P a g e 20

23 23. Privacy Act 24. Civil Rights Requirements 25. Breaches and Dispute Resolution 26. Patent and Rights in Data 27. Transit Employee Protective Agreements 28. Disadvantaged Business Enterprises (DBE) 29. [Reserved] 30. Incorporation of Federal Transit Administration (FTA) Terms 31. Drug and Alcohol Testing Titles and sources of authority references for all the federal clauses are listed in the following document. However, only those clauses applicable to this specific contract are detailed with the full requirements articulated. Sonoma Access 2012 RFP P a g e 21

24 1. FLY AMERICA REQUIREMENTS 49 U.S.C CFR Part This section does not apply to this contract. 2. BUY AMERICA REQUIREMENTS 49 U.S.C. 5323(j) 49 CFR Part 661 This section does not apply to this contract. 3. CHARTER BUS AND SCHOOL BUS REQUIREMENTS 49 U.S.C. 5323(d) 49 CFR Part 604 This section does not apply to this contract. 4. CARGO PREFERENCE REQUIREMENTS 46 U.S.C CFR Part 381 This section does not apply to this contract. 5. SEISMIC SAFETY REQUIREMENTS 42 U.S.C et seq. 49 CFR Part 41 Sonoma Access 2012 RFP P a g e 22

25 This section does not apply to this contract. 6. ENERGY CONSERVATION REQUIREMENTS 42 U.S.C et seq. 49 CFR Part 18 Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. CLEAN WATER REQUIREMENTS 33 U.S.C Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 8. BUS TESTING 49 U.S.C. 5323(c) 49 CFR Part 665 This section does not apply to this contract. Sonoma Access 2012 RFP P a g e 23

26 9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS 49 U.S.C CFR Part 663 This section does not apply to this contract. 10. LOBBYING 31 U.S.C CFR Part CFR Part 20 Clause and specific language therein are mandated by 49 CFR Part 19, Appendix A. Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L [to be codified at 2 U.S.C. 1601, et seq.] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR (d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Sonoma Access 2012 RFP P a g e 24

27 Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L [to be codified at 2 U.S.C. 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements Sonoma Access 2012 RFP P a g e 25

28 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 (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 , 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 (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. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Sonoma Access 2012 RFP P a g e 26

29 Date Sonoma Access 2012 RFP P a g e 27

30 11. ACCESS TO RECORDS AND REPORTS 49 U.S.C CFR (i) 49 CFR Access to Records - The following access to records requirements apply to this Contract: 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 (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 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 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 , 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 By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100, 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 nonprofit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R , 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. Sonoma Access 2012 RFP P a g e 28