WEBSITE Request for Proposals

Transcription

1 WEBSITE Request for Proposals This is a solicitation for proposals to design and develop a website for RVTD. PROJECT WEBSITE DESIGN AND DEVELOPMENT Rogue Valley Transportation District Medford, Oregon 1. OWNER: Rogue Valley Transportation District Julie Brown - General Manager 3200 Crater Lake Ave Medford, Oregon (541) Project Manager: Paige Townsend, RVTD Senior Planner/ Support Services Manager 3. DESCRIPTION OF PROJECTS: WEBSITE DESIGN AND DEVELOPMENT Project Budget: $30,000 ABOUT RVTD RVTD is the public transit provider serving seven communities in beautiful southern Oregon. Each city is unique and spans from the large metropolitan area of Medford, the liberal arts center and Southern Oregon University home of Ashland, the historic town of Jacksonville along with Talent, Phoenix, Central Point and White City. RVTD provides seven fixed-routes which provided over 1.3 Million trips last year and also provides the Valley Lift Paratransit service which provided over 100,000 trips last year. Additionally, RVTD provides travel training, employer trip reduction programs, pedestrian and bicycle safety programs, planning resources for transit service and bus stops and we coordinate several prominent trip reduction events each year. WHO AT RVTD MANAGES THE WEBSITE/ MARKETING AND WHAT DO PEOPLE USE IT FOR? RVTD s Support Services department manages the marketing for RVTD and concepts are primarily envisioned and executed in-house. We have established a social media presence in recent years and feel we are maintaining this presence pretty well with at least weekly posts. The rvtd.org website was developed in 2005 and has not been changed so it s not practical from a user s perspective or for staff trying to make updates or manage content. The website handles traffic from the general public but primarily from passengers who are looking to use the transit services. The rvtd.org website has Google Trip Planner on the front page, which we are not seeking to change, but we would also like a quicker way for passengers to view mapping and schedule information so that if they choose to review the system as a whole they can. The current website has a Java based mapping tool

2 that is not user-friendly and is hard to maintain so we want to steer away from this feature in our new website. Plus Google Trip Planner replaces the main functionality this map was providing. However we still want sleek maps and timetables available for people to view including a system map. We also have news updates, documents, plans and policies, trip reduction program information and much more that need to be readily accessible. The website is not set up to be like a city s where each department can be contacted, instead the service we provide needs to take center stage. Additionally we have a news items sections on the front page that is where service changes, non-service days, public comment opportunities, etc. are announced. A news feature needs to be maintained on the front page. BRANDING RVTD s branding is not part of this website design. Currently the logo and colors are branded in the community and we are not ready to make a shift away from what we feel is an appealing logo, featuring our mountainous, valley with several creeks and streams and blue skies. We use teal, gold, white and black as our basic colors in all presentations and at events. We are open to a modern approach with the website while maintaining the classic logo and branding our community has grown to recognize. The website landing page currently features a bus which we feel is not engaging. We would rather have a more personable landing page, perhaps with passengers giving testimonials or statements about why RVTD is an important part of the community. But the visitor should immediately recognize we are a public transit provider and have the essential tools for planning a trip easily accessible from this page. Also, because many people come to our website to find out how to use transit, we would like to have videos available for viewing. Many of these have already been created by other transit agencies but we want the website to be a learning place for trying transit, etc. for the first time. In 2013 RVTD began marketing a slogan called, Connecting Our Community which can be used in a variety of contexts. Connecting people to school, to work to recreation, etc. There were five commercials built around this slogan that can be found on our website under the news items. We encourage proposers to look at these to get a feel for our community. RVTD really has three primary programs: The basic public transit service, Valley Lift paratransit service and the Way to Go program, or multi-modal travel training. Currently the programs are all maintained through one website and we are open to the idea of having separate websites for each program that have a similar look and feel. ACCESSING BASIC INFORMATION The RVTD website is used as a portal to connect with us. We receive s nearly every day from visitors to our website that have comments or questions about improving service, upcoming events or just general information. We re not sure how easy this is to use but we want to maintain the ability for people to contact us through the site easily and have connections to our Facebook and Twitter media. We also house information, such as current service changes, or plans for improving service in addition to federally required documents such as Title VI. The way to find these documents now is very confusing and we would like the plans to be more accessible to the public. Accessibility in itself should also be a consideration for persons with Limited English Proficiency and people with disabilities. RVTD also works with all the cities on transportation planning, developers looking to improve bus stops and with bicycle and pedestrian or transportation options committees. We want to show that we collaborate at the local level and that as an independent body we are working with other government agencies, non-profits and civic groups to make our community an even better place to live.

3 THIS IS NOT AN E-COMMERCE SITE As with many public agencies we do not sell anything on our website, but we are considering how fare such as bus passes, could be sold online. RVTD is currently working on mobile ticketing with a vendor who specializes in fare validation on the buses via a smart phone or reloadable card. The reloadable card access point will not be RVTD s website. Website ticket sales is not something we are seeking as part of this project but we want to know that it could be added at a future date. Generally we want the website to look fresh and give the passenger and Joe or Jane public the impression of who we are as an agency, the services we provide and that we care about the community we serve. All the while making mobility and using transit, paratransit, bicycling, ridesharing and walking immediately more feasible and easy to implement on their next trip. OTHER COOL STUFF RVTD HAS FOR PASSENGERS In recent years RVTD has prepared the Google Transit Trip Planner feature and launched the One Bus Away OBA smart phone app. OBA uses GPS vehicle locations to provide passengers with real time bus arrivals. OBA has a web app product that is embedded into the website and we want to move forward with this feature. FUNCTIONALITY The current rvtd.org website does not have the updating functionality that allows its formatting to look the same from one browser to another and the screen dimensions do not take advantage of the monitor width. This is simply because the website is 10 year old and RVTD has not invested in keeping up with the latest advances in website technology. The content management system is in a similar situation although it was easy to work with 10 years ago we realize there are more streamlined version available. Lastly, the original website developer was Daily DNA in Grants Pass, OR. They were a company of bright, young professionals who came in with a really good proposal and the price was right. We have stayed with Daily DNA all these years, even as they merged with CORE Business Services, 2040 Milligan Way, Suite 304, Medford, OR Our current service agreement with CORE is basic hosting of the website and periodically we need a designer/engineer to make a change for us we can t do through CMS. We are looking for an ongoing host of the new website as part of this proposal and an ongoing partner to make website maintenance, one less thing we need to worry about.

4 I N S T R U C T I O N S T O PROPOSERS 1. PROPOSER'S REPRESENTATIONS: a. By submitting a proposal, the proposer represents that 1) Proposer has carefully studied the Proposal Documents. Proposer understands the Proposal Documents and the proposal is fully in accordance with the requirements of those documents, 2) Proposer has thoroughly examined the rvtd.org site, has become familiar with RVTD services which might directly or indirectly affect the contract work, and has correlated its personal observations with the requirements of the proposed Contract Documents, and 3) Proposal is based on the materials, design, and services required by the Proposal Documents without exception. 2. PROPOSAL DOCUMENTS: a. Copies - 1) Copies of the Instruction to Proposers can be obtained online at or in person at 3200 Crater Lake Ave. Medford OR or request to be mailed by calling Ms. Lerma at b. Interpretation or Correction of Proposal Documents - 1) If any proposer, in his study of the Proposal Documents, is in doubt as to the true meaning of any part of the Proposal Documents or finds errors, discrepancies, or omissions in them, shall request interpretation or correction of those errors, discrepancies, and omissions by the Owner. 2) Request for such clarification shall be in writing and be received by the Owner four working days minimum before scheduled proposal opening. Owner will promptly correct or interpret the portion of the Proposal Documents in question by issuing an Addendum to all proposers. Corrections or interpretations made in any way other than by an Addendum have no validity and shall not be relied upon. 3) If errors, discrepancies, or omissions are discovered in the Proposal Documents less than four working days before proposal opening, proposers shall prepare proposals based on order of precedence given in the General Conditions. 4) Addenda - Addenda, if necessary, will be sent to the Responders List and be available online at 3. PROPOSAL PROCEDURES: a. Form & Style of Proposal - 1) Proposal shall be prepared on Contractor s Forms, except forms that must be completed in Required Proposal Forms section. 2) Signatures shall be in longhand and executed by representative of proposer duly authorized to make contracts. b. Submission of Proposals - 1) Submit proposal in opaque envelope containing Technical Proposal, Cost Proposal and all required materials. Envelopes shall be sealed, bear proposer's name, and be addressed as follows - Rogue Valley Transportation District Website Design and Development 3200 Crater Lake Avenue Medford, Oregon Attention: Paige Townsend Support Services Manager

5 2) It is proposer's sole responsibility to see that its proposal is received at specified time. Proposals received after specified time will be returned unopened. 3) No oral, facsimile transmitted, telegraphic, or telephonic proposals, modifications, or cancellations will be considered. 4) Modification Or Withdrawal Of Proposal - Proposer has the right to withdraw the proposal in full by notifying RVTD in writing within 7 days of proposal due date. 4. FORM OF AGREEMENT BETWEEN OWNER & CONTRACTOR: a. Agreement Form To Be Used - Project Contract and Agreement form will be provided by awarded Contractor and reviewed by RVTD Legal Council. 5. EVALUATION: This is a Competitive Proposal that will include submission of a Technical Proposal, Cost Proposal and the required proposal documents described in No.12. The Technical Proposal is to be submitted with the Cost Proposal and both will be evaluated by a committee of RVTD Support Services and Procurement personnel. Proposals will be evaluated based on the following scoring criteria: SCORING CRITERIA POINTS Qualifications and Past Performance 10 Website Design and Proposal, Ability to Meet Project Needs 30 Disadvantaged Business Enterprise participation 5 Value - defined as ease of use, cost-saving measures to further project deliverables and overall methodology 10 Price of Proposal TECHNICAL CONFERENCE via Teleconference: To be held Thursday December 3, 2015 beginning at 2:00 p.m. RVTD will hold a technical conference for proposers to ask questions or clarify the proposal deliverables. This meeting is will be held by teleconference. Participants can also attend in person if preferable. To participate please call or in person at 3200 Crater Lake Ave. Medford, OR RESPONDERS LIST: Only those persons who contact the Procurement Specialist by or in writing will be on the Responders List. The Responders List is used to send updates and amendments regarding this RFP. RVTD will not automatically send notifications regarding this RFP to other outlets, however updates will be available on our website at participate in the Responders List please contact Ms. Lerma at: mlerma@rvtd.org or send to 3200 Crater Lake Ave. Medford OR Technical Questions shall be received by RVTD by 5:00 pm Tuesday December 8, RVTD will respond to the questions by Friday December 11, 2015 via written response only. Responses will be sent to the Responders list and posted online at rvtd.org. If necessary RVTD will issue addendums this same day. Questions, Responses and if necessary, addendums will be available online at ALL TECHNICAL QUESTIONS SHOULD BE SENT TO: mlerma@rvtd.org and ptownsend@rvtd.org. 9. TECHNICAL PROPOSALS AND ALL REQUIRED MATERIALS ARE DUE to RVTD no later than 5:00pm Monday, December 21, 2015 to: 3200 Crater Lake Ave. Medford OR with Website Design and Development Proposal written on the package. Technical Proposals that

6 are mailed must arrive by the deadline. Proposals can be dropped off in person at 3200 Crater Lake Ave. Medford OR EVALUATION OF PROPOSALS: Proposers responsiveness to all required materials will be determined on December 22, 2015 and RVTD reserves the right to allow proposers to submit incomplete or missing information by the end of the day December 23, RVTD intends to have proposal evaluations completed by January 8, 2016 and will notify proposers who are deemed to not be within a competitive range and will not continue to be considered by RVTD. 11. AWARD: Written requests for Best and Final Offer will be published to proposers who remain within competitive range on or before Tuesday January 12, Best and Final Offers will be due to RVTD no later than 1:00 p.m. Monday January 18, Notice of Intent to Award is scheduled on or before Tuesday January 19, The RVTD Board of Directors must ratify the intent to award at the regularly scheduled Board meeting on Wednesday January 27, Notice of Award is scheduled to occur on Thursday, January 28, Contractor shall not begin work until they are issued a Notice to Proceed letter. 12. SUBSTANTIAL PROJECT COMPLETION: Shall occur by May 31, Final Completion shall occur by June 30, REQUIRED PROPOSAL FORMS: Subcontractor designations, Insurances, Contractor Licenses and DBE Participation must be submitted with the Proposal for a proposal to be considered responsive. All required forms are contained within the proposal documents and located behind the Required Proposal Forms. Non-responsive proposals may be rejected. 14. PROPOSER'S QUALIFICATIONS: Proposals will be accepted by the Contractors who are licensed in the state of Oregon and can meet insurance requirements on the project. All proposers must execute the certification forms provided in the Instructions to Proposers for proposals to be considered responsive. Non-responsive proposals may be rejected. Proposer's past performance, organization, subcontractor selection (if applicable) and ability to perform and complete its contract in manner and within time specified, together with amount of proposal cost, will be elements considered in award of contract. Proposal must list qualifications and information for the team positions used on this project. 15. OWNER'S RIGHT TO REJECT PROPOSALS: The Owner reserves the right to reject any or all proposals and to waive any irregularity therein. Owner reserves the right to award all or portions of the proposal titled Project Options 16. NEGOTIATIONS AND REQUEST FOR BEST AND FINAL OFFER: The Owner reserves the right to conduct written or oral negotiations with offerors who submit proposals within a competitive range, price and evaluation factors considered. RVTD reserves the right to request best and Final Offers (BAFO) from proposers who are considered to be within a competitive range.

7 REQUIRED PROPOSAL FORMS 1. Disadvantaged Business Enterprise Certification 2. Certificate of Primary Participant Regarding Debarment, Suspension, and Other Responsibility Matters

8 Disadvantaged Business Enterprise Certification (1) Policy It is the policy of the Department of Transportation that disadvantaged business enterprises as defined in 49 C.F.R. part 26 shall have the maximum opportunity to participate in the performance or contracts financed in whole or in part with Federal funds under this agreement. Consequently, the DBE requirements of 49 C.F.R. Part 26 applies to this agreement. (2) DBE Obligation The supplier or contractor agrees to ensure that disadvantaged business enterprises as defined in 49 C.F.R. 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 this agreement. In this regard all recipients or contractors shall take necessary and reasonable steps in accordance with 49 C.F.R. Part 26 to ensure that disadvantaged business enterprises have the maximum opportunity to compete and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, creed, color, national origin, age or sex in the award and performance of DOT assisted contracts. DBE Certification The contractor hereby agrees to subcontract a minimum of % of the contract to disadvantaged business enterprises. Firm Name: Signature: Title: Date: Note: If there is no participation then this must be indicated on the form, the form executed and returned with this proposal. (Failure to complete this form may render this bid non responsive).

9 Certification of Primary Participant Regarding Debarment, Suspension, and Other Responsibility Matters The Primary Participant (applicant for an FTA grant or cooperative agreement, or potential CONTRACTOR for a major third party contract) certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; 2. Have not within a three-year period preceding this Bid been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. (If the primary participant (applicant for an FTA grant, or cooperative agreement, or potential third party CONTRACTOR) is unable to certify to any of the statements in this certification, the participant shall attach an explanation to this certification.) THE PRIMARY PARTICIPANT (APPLICANT FOR AN FTA GRANT OR COOPERATIVE AGREEMENT, OR POTENTIAL CONTRACTOR FOR A MAJOR THIRD PARTY CONTRACT) CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET SEQ. ARE APPLICABLE THERETO. Signature and Title of Authorized Official The undersigned chief legal counsel for the hereby certifies that as, has authority under State and local law to comply with the subject assurances and that the certification above has been legally made. Signature of Applicant s Attorney Date

10 SPECIAL CONDITIONS THIS PROJECT MUST ADHERE TO THE FEDERAL CLAUSES LISTED BELOW: 17. ENERGY CONSERVATION REQUIREMENTS 42 U.S.C et seq. 49 CFR Part 18 The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and sub-recipients and their sub-agreements at every tier. 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. 18. ACCESS TO RECORDS AND REPORTS 49 U.S.C CFR (i) 49 CFR FTA does not require the inclusion of these requirements in subcontracts. 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 non-profit 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

11 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. Sources of Authority: 1 49 USC 5325 (a) 2 49 CFR CFR (i) 19. Federal Clauses The Federal Changes requirement flows down appropriately to each applicable changed requirement. Federal Changes 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 (Form FTA MA (6) dated October, 1999) 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. 20. Recycled Products 42 U.S.C CFR Part 247 Executive Order The Recycled Products requirements flow down to all subcontractors which exceed $100, Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part NO GOVERNMENT OBLIGATION TO THIRD PARTIES Not required by statute or regulation for either primary CONTRACTOR or sub-contractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent.

12 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 FTA. It is further agreed that the clause shall not be modified, except to identify the sub-proposer who will be subject to its provisions. 22. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.C et seq. 49 CFR Part U.S.C U.S.C These requirements flow down to CONTRACTORS and sub-contractors who make, present, or submit covered claims and statements. Program Fraud and False or Fraudulent Statements or Related Acts. (1) The CONTRACTOR acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C 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 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 sub-proposer who will be subject to the provisions. 23. TERMINATION 49 U.S.C.Part 18 FTA Circular F (also see Change 1) The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning. a. Termination for Convenience (General Provision) The Rogue Valley Transportation District may terminate this contract, in whole or in part, at any time by written notice to the CONTRACTOR when it is in the Government's best interest. The CONTRACTOR shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The CONTRACTOR shall promptly submit its termination claim to Rogue Valley Transportation District to be paid. If the CONTRACTOR has any property in its possession belonging to the Rogue Valley Transportation District, the CONTRACTOR will account for the same, and dispose of it in the manner the Rogue Valley Transportation District directs.

13 b. Termination for Default [Breach or Cause] (General Provision) If the CONTRACTOR does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the CONTRACTOR fails to perform in the manner called for in the contract, or if the CONTRACTOR fails to comply with any other provisions of the contract, the Rogue Valley Transportation District may terminate this contract for default. Termination shall be effected by serving a notice of termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR is in default. The CONTRACTOR will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the Rogue Valley Transportation District that the CONTRACTOR had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the CONTRACTOR, the Rogue Valley Transportation District, after setting up a new delivery of performance schedule, may allow the CONTRACTOR to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The Rogue Valley Transportation District in its sole discretion may, in the case of a termination for breach or default, allow the CONTRACTOR [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If CONTRACTOR fails to remedy to Rogue Valley Transportation District s satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by CONTRACTOR or written notice from Rogue Valley Transportation District setting forth the nature of said breach or default, Rogue Valley Transportation District shall have the right to terminate the Contract without any further obligation to CONTRACTOR. Any such termination for default shall not in any way operate to preclude Rogue Valley Transportation District from also pursuing all available remedies against CONTRACTOR and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that Rogue Valley Transportation District elects to waive its remedies for any breach by CONTRACTOR of any covenant, term or condition of this Contract, such waiver by Rogue Valley Transportation District shall not limit Rogue Valley Transportation District s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The Rogue Valley Transportation District, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default (Supplies and Service) 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, the Rogue Valley Transportation District may terminate this contract for default. The Rogue Valley Transportation District 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 the Recipient. g. Termination for Default (Transportation Services) If the CONTRACTOR fails to pick up the commodities or to perform the services, including delivery 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, the Rogue Valley Transportation District may terminate this contract for default. The Rogue Valley Transportation District shall terminate by delivering to the CONTRACTOR a Notice of Termination specifying the nature of default. The CONTRACTOR will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the CONTRACTOR has possession of Recipient goods, the CONTRACTOR shall, upon direction of the Rogue Valley Transportation District, protect and

14 preserve the goods until surrendered to the Recipient or its agent. The CONTRACTOR and Rogue Valley Transportation District shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. 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 the Rogue Valley Transportation District. h. Termination for Default (Construction) If the CONTRACTOR refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the CONTRACTOR fails to comply with any other provisions of this contract, the Rogue Valley Transportation District may terminate this contract for default. The Rogue Valley Transportation District shall terminate by delivering to the CONTRACTOR a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The CONTRACTOR and its sureties shall be liable for any damage to the Recipient resulting from the CONTRACTOR'S refusal or failure to complete the work within specified time, whether or not the CONTRACTOR'S right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The CONTRACTOR'S right to proceed shall not be terminated nor the CONTRACTOR charged with damages under this clause if- 1. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the CONTRACTOR. Examples of such causes include: acts of God, acts of the Recipient, acts of another CONTRACTOR in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the CONTRACTOR, within [10] days from the beginning of any delay, notifies the Rogue Valley Transportation District in writing of the causes of delay. If in the judgment of the Rogue Valley Transportation District, the delay is excusable, the time for completing the work shall be extended. The judgment of the Rogue Valley Transportation District shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the CONTRACTOR'S right to proceed, it is determined that the CONTRACTOR was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default (Architect and Engineering) The Rogue Valley Transportation District may terminate this contract in whole or in part, for the Recipient s convenience or because of the failure of the CONTRACTOR to fulfill the contract obligations. Rogue Valley Transportation District s shall terminate by delivering to the CONTRACTOR a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the CONTRACTOR shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the CONTRACTOR to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the CONTRACTOR shall be liable for any additional cost incurred by the Recipient. 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 the Recipient.

15 j. Termination for Convenience of Default (Cost-Type Contracts) The Rogue Valley Transportation District may terminate this contract, or any portion of it, by serving a notice or termination on the CONTRACTOR. The notice shall state whether the termination is for convenience of the Rogue Valley Transportation District or for the default of the CONTRACTOR. If the termination is for default, the notice shall state the manner in which the CONTRACTOR has failed to perform the requirements of the contract. The CONTRACTOR shall account for any property in its possession paid for from funds received from the Rogue Valley Transportation District, or property supplied to the CONTRACTOR by the Rogue Valley Transportation District. If the termination is for default, the Rogue Valley Transportation District may fix the fee, if the contract provides for a fee, to be paid the CONTRACTOR in proportion to the value, if any, of work performed up to the time of termination. The CONTRACTOR shall promptly submit its termination claim to the Rogue Valley Transportation District and the parties shall negotiate the termination settlement to be paid the CONTRACTOR. If the termination is for the convenience of the Rogue Valley Transportation District, the CONTRACTOR shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the Rogue Valley Transportation District determines that the CONTRACTOR has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the CONTRACTOR, the Rogue Valley Transportation District s, after setting up a new work schedule, may allow the CONTRACTOR to continue work, or treat the termination as a termination for convenience. 24. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) 49 CFR Part 29 Executive Order CONTRACTORS are required to pass this requirement on to sub-proposers seeking subcontracts over $100,000. Thus, the terms "lower tier covered participant" and "lower tier covered transaction" include both CONTRACTORS and sub-contractors and contracts and subcontracts over $100,000. Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Lower Tier Covered Transactions (Third Party Contracts over $100,000). Instructions for Certification 1. By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, Rogue Valley Transportation District may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to Rogue Valley Transportation District if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," :"participant," "persons," "lower tier covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order [49 CFR Part 29]. You may contact Rogue Valley Transportation District for assistance in obtaining a copy of those regulations.

16 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by Rogue Valley Transportation District. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Non-procurement List issued by U.S. General Service Administration. 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, Rogue Valley Transportation District may pursue available remedies including suspension and/or debarment. "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" (1) The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 C.F.R (p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this proposal. 29. PRIVACY ACT 5 U.S.C. 552 The Federal Privacy Act requirements flow down to each third party CONTRACTOR and their contracts at every tier. Contracts involving Federal Privacy Act Requirements The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: 1. The CONTRACTOR agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of U.S.C. 552a. Among other things the CONTRACTOR agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The CONTRACTOR understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to

17 comply with the terms of the Privacy Act, may result in termination of the underlying contract. 2. The CONTRACTOR also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 30. CIVIL RIGHTS REQUIREMENTS 29 U.S.C. 623, 42 U.S.C U.S.C. 6102, 42 U.S.C U.S.C , 49 U.S.C CFR Part 1630, 41 CFR Parts 60 et seq. The Civil Rights requirements flow down to all third party CONTRACTORS and their contracts at every tier. Civil Rights - 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 , 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 , "Equal Employment Opportunity," as amended by Executive Order No , "Amending Executive Order 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. (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 , 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

18 employment of persons with disabilities. In addition, the Proposer 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. 31. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 26 FTA Circular F (also see Change 1) The incorporation of FTA terms has unlimited flow down. Disadvantaged Business Enterprise (DBE) (1) The CONTRACTOR, sub-recipient, or subcontractor 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 DOT assisted contracts. 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 the recipient deems appropriate. (2) The prime CONTRACTOR agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than fifteen (15) days from the receipt of each payment the prime contract receives from Rogue Valley Transportation District. The prime CONTRACTOR further agrees to return any retainage payments to each subcontractor within thirty (20) days upon satisfactory completion of the sub-contractors work. Any delay or postponement of payment may occur only for good cause following written approval of RVTD. This clause applies to both DBE and non-dbe sub-contractors. 32. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FTA Circular F (also see Change 1) The incorporation of FTA terms has unlimited flow down. 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 FTA Circular F (also see Change 1), dated November 1, 2008, 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 (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. END OF DOCUMENT