Tuolumne County Transit Agency Request for Proposals. Vehicle Tracking System

Transcription

1 Tuolumne County Transit Agency Request for Proposals Vehicle Tracking System RFP Submission Deadline: October 23, 2013, 3:00 p.m. PST. Tuolumne County Transit Agency 2 South Green Street (Mailing) 48 W. Yaney Ave (Physical) Sonora, CA September 12, 2013

2 Table of Contents NOTICE. Page Introduction.... Page Scope of Work. Page General Information/Terms and Conditions.....Page Contents of Proposal. Page 22 Attachment A Draft Agreement.....Page 25 Exhibit A. Page 39 Exhibit D.Page 42 Exhibit E..Page 44 Exhibit F..Page 45 Exhibit G Page 54 Request for Proposals Vehicle Tracking System Page 2

3 NOTICE The Tuolumne County Transit Agency (TCTA) is Tuolumne County s designated transit agency and is responsible for the administering and maintaining the Tuolumne County Transit. TCTA is soliciting proposals for the implementation of a Vehicle Tracking System for our transit fleet. The objective of the Vehicle Tracking System is to improve the efficiency, emergency preparedness, and reliability of the Tuolumne County Transit network for management and the general public. 1.0 INTRODUCTION 1.1 BACKGROUND TCT is the primary public transit service for Tuolumne County. The transit system services the city of Sonora and surrounding communities such as Jamestown, Columbia, Mi Wuk Village, Willow Springs, Twain Harte, Sierra Village, Tuolumne and Groveland. The fixed-route service currently operates four transit routes. Service operates daily, except on weekends. A Dial Ride system map of the TCT can be found at their website; Maps of individual routes and more detailed service information can also be found on the TCT website. Currently in progress, TCTA staff is working on modifying the transit system schedules. The route modifications have been adopted by the TCTA and staff intends to implement the new schedules in October. Additional routes are proposed but the service areas will not be expanded beyond the current system. The TCT fixed route service in 2012 record 79,116 total trips and 311 average trips per day. The fleet consists of 20 buses; 11 are 25.5 Ford (Type III) buses, 2 are 15 Ford (Type II) buses, 2 are 30 Ford (Type VIII) buses, 3 are 30 MST Trolley Freightliners, 2 are 25.5 Type III/C buses, and 1 is a 10 Chevy Minivan. Ten of the eleven Ford (Type III) buses are planned for surplus and will be replaced by schedule and planned trolley, van and bus purchases. 1.2 PROPOSER PRELIGIBILITY CRITERA The PROPOSERs eligibility to this RFP is based on the proposals ability to meet the qualification requirements listed below. TCTA, at its sole discretion, reserves the right to determine whether any Proposal meets the minimum eligibility standards, to determine whether a proposal is responsive, and to select a proposal which best serves our financial and program objectives. The TCTA reserves the right to reject all proposals. To have a proposal considered the PROPOSER must be well qualified in the following categories: A. Successful installation of an equal or greater project of similar size, type, and complexity. B. Ability to develop a fully operational system as jointly defined, portions of which can be installed and function within the agreed upon time frames. C. Ability to commit to a multi-phase project with implications for long-term support. Request for Proposals Vehicle Tracking System Page 3

4 D. Demonstrated track record of acceptable performance on similar projects and may be evaluated from comments of proposal references. E. Ability to provide timely on site resources and support to Tuolumne County Transit. F. Ability to demonstrate end-to-end compliance with Payment Card Industry (PCI) Data Security Standards (DSS) for the proposed system. 1.3 REFERENCES Please list references of at least 3 customers that are currently using this product/software under similar circumstance as Tuolumne County Transit proposes. If the PROPOSER passes the qualification stage, TCTA may contact some or all of these references to better understand your services and performance levels. References should be comparable in size and complexity to the TCTA installation. For each reference, the PROPOSER must include contact names, telephones numbers, and a brief description of the nature and outcome of each project. Reference information will be considered in determining the PROPOSER pre-qualification and may also be considered within the evaluation process in determining PROPOSER compliance with applicable criteria. The TCTA may contact references furnished by the PROPOSER, in addition to other individuals not furnished by PROPOSER. The TCTA is not limited to specific contacts at any reference company. The TCTA reserves the right to obtain and use, in its evaluation, information from sources not necessarily identified by PROPOSER. Furnishing incorrect and/or incomplete reference information may lead to PROPOSER s elimination from consideration for award. Request for Proposals Vehicle Tracking System Page 4

5 2.0 SCOPE OF WORK Tuolumne County Transit Agency is seeking a Vehicle Tracking System utilizing GPS technology in conjunction with a vehicle location and mapping software to track vehicle locations en route and in realtime and provide a visual mapping display. The primary purpose of the system is to improve the quality of Tuolumne County Transit fixed-route service and emergency response capabilities to the public. This system must provide route and vehicle information in real-time via web interface to passengers, the dispatcher, and managerial personnel. The system must be equipped with reporting capabilities to accurately data stream operation service information (e.g., route timing, passenger wait time, trip counts, operator performance, vehicle speed and movement). This is essential for the completion of performance metrics, the analysis of daily operation, and long term project planning and analysis. The Vehicle Tracking System must include the functionality for hardware/software components to be installed on at least 20 vehicles. Request for Proposals Vehicle Tracking System Page 5

6 2.1 CORE REQUIREMENTS A. Vehicle Tracking Software The Vehicle Tracking Software (VTS) must utilize GPS in conjunction with vehicle location and mapping software to accurately track bus locations en route in real-time and provide a visual mapping display. The GPS readings of the bus location must occur in real-time with vehicle location information posted on a Graphic User Interface map display available on a public website and viewable through various devices (Smartphone, Kiosk, Bus Stop, PC, etc.). The system should be equipped with a notification service, whereupon users can subscribe and be able to select one route or multiple routes and be notified when the next bus is coming. Real time tracking means that a vehicle s location is reported via an automatic vehicle location (AVL) device and installed on each vehicle and transmitted to an internet server with a delay of not more than 60 seconds. This is done through the use of GPS for pinpointing the location and a wireless communication system (i.e., cellular GPRS or two-way radio) for transmitting the information to an internet server. The PROPOSER should indicate their recommended rate of transmission for a system such as this. B. Vehicle Location Data The Vehicle Tracking Software must provide a graphical user interface Graphic User Interface realtime automatic vehicle location data display. Vehicle icon on the map display shall clearly indicate Vehicle ID, Route Direction, and Location. Further layered information on the vehicle should include Run Trip, Date/Time and Speed. The PROPOSER should provide detailed explanation of existing maps and software mapping components and how they work with other components of the system. Screen shots of display windows utilized by dispatch and/or the passenger should be provided describing key features, attributes, and the information available within the mapping component. The PROPOSER should describe in detail all traveler supported components that it provides, to include the features within each component as well as software and hardware required for implementation. C. Maps The Vehicle Tracking software must include one integrated map with detailed maps of the service area region. The map views should include standard map display features (zoom in/out, panning, etc.). The maps should have an automatic refresh feature with the option of refreshing the map view upon-demand by the dispatcher. The geo-spatial object management portion of the system should provide capabilities to trace routes, place stops and landmarks on the map for dispatchers and the general public to see. The mapping component shall also include a navigational request. Request for Proposals Vehicle Tracking System Page 6

7 D. Route Management The Vehicle Tracking System must include a Route Management module which can be utilized by the dispatcher to effectively manage the route and determine the location of any vehicle in service. The system must provide the dispatcher the necessary real-time information to manage vehicle fleets whether they are on fixed shuttle routes, in the yard, or on special on-demand detours on route. The system should display the time each bus arrives at each stop per route and the wait times (e.g., how long the bus is at the stop). The software should include a GUI real-time dispatch display that clearly indicate status (i.e., color-coding), with emphasis on bus arrival times at designated stops based on the average speed of the bus and traffic impacts. The vehicle icon on the dispatch display should clearly indicate Vehicle ID, Route, Directional Status, Arrival Time, Departure Time, and Date & Time of last GPS update. E. Customer Interface The Vehicle Tracking System must include a public interface that provides customers with bus location information. At a minimum, the bus locations are to be displayed on a map available on the web. Desired functionality includes details available for each bus (showing route, time at last stop or last time point, minutes late/early, etc.). The PROPOSER should also describe other information distribution interfaces that are available with their product such as stop-based electronic displays, text/sms messaging, PDA applications, etc. TCTA may not choose to implement these additional features if their ongoing cost is too high, but the availability of multiple interfaces will be an important benefit. F. Access to Location Data Access to all real-time and archived vehicle location data must also be available to third party applications for external development purposes. The PROPOSER should indicate which method would be used (XML, RSS, JSON, SQL, etc.) 2.2 OPTIONAL REQUIREMENTS A. Automatic Passenger Counting Requirements (OPTIONAL) It is preferred that the Vehicle Tracking system include a compatible Automatic Passenger Counting (APC) module with full logic to count all boarding and alighting passengers at each stop and calculate the number of riders on-board after each stop. Passenger counting should only be performed when the door is open. It is preferred that the APC component be integrated with the vehicle location data that is collected and transferred via the wireless communications network to the dispatch center after each stop. Specific features of the APC component should include/provide for; 1. Capture and storage of passenger count data. 2. Reports generated from passenger count information, to include; Request for Proposals Vehicle Tracking System Page 7

8 Clearly identified peak service periods (PSP) based upon passenger counts (loadings and unloading) for each specific bus stop by each specific route, and peak service periods within incremental hourly ranges. Passenger on and off at specified stops, times, or stated time periods. Ridership counts by route, trip, or stated time periods. 3. A means to verify proper operation of county sensors and to diagnose problems. 4. The passenger count sensors should be configured, positioned, and adjusted to reliably detect the presence and direction of each passenger s movement, whether boarding or alighting from the bus. 5. The sensors must be discrete components that transmit passenger count information to the dispatch center in real-time. 6. The sensors should be electro-optical devices (i.e., infra-red) and should not require physical contact with the passengers being counted. 7. The sensors should be capable of operating within a transit environment and proper alignment should not be susceptible to normal vibrations found on a bus. The PROPOSER should clearly describe how the passenger count data is obtained and stored as well as the equipment and hardware required for storage and transmission to central dispatch. Additionally, the PROPOSER should describe the reports available from the passenger count data, and provide sample reports in the proposal. B. LED and LCD Signage (OPTIONAL) It is preferred that the Vehicle Tracking system included web-based integrated text-only LED signage or full-color LCD mapping displays to display arrival predictions on bus routes. The LED or LCD signs must be fully integrated with the Vehicle Tracking system and placed either outdoors or indoors at bus stops, kiosks, or in major campus buildings. Signs placed outdoors must be weatherproofed and sunlight readable. The PROPOSER is to describe the communications infrastructure requirements (e.g., wired Ethernet connections, wireless cellular data communications). The PROPOSER is to also describe the sizes of the signs, power requirements, pre-set timing options, and display options. The PROPOSER should provide sample view of LED and LCD signs. C. Compatibility with Motorola MotoTrbo XPR 4550 Two-Way Radio (OPTIONAL) Tuolumne County Transit currently has installed Motorola MotoTrbo XPR 4550 Two-Way Radio with GPS capability. A system that can utilize our existing mobile radio system would be preferred. The Motorola MotoTrbo XPR 4550 specifications are; 1. Frequency Range: VHF: MHz UHF: MHz 2. Frequency Band: VHF, UHF 3. Power Levels: 1-25W, 25-45W (VHF); 1-25W, 25-40W (UHF) Request for Proposals Vehicle Tracking System Page 8

9 Proposals that build off of the functionality of the Motorola MotoTrbo XPR 4550 Two-Way Radio will still be considered responsive bid, even if it does not meet all the criteria established herein. D. Extended Warranty/Maintenance Service (OPTIONAL) TCTA further requests an optional VTS extended warranty/maintenance service for a fixed annual fee invoiced for all of the electronic devices. The maintenance quote should include but not be limited to: annual preventative maintenance checks on all contract equipment and reports to the TCTA on equipment conditions, repair work performed by the Proposer and an inventory report of TCTA owned equipment. Any equipment replaced or removed from the system for disposal is the property of the TCTA and is not to leave the premises without the prior written consent form the Executive Director. The maintenance service fee would complement the standard/limited warranty or begin once the warranty has expired. Product warranty information is mentioned in section 2.3D Warranty and Maintenance. 2.3 TECHNICAL REQUIREMENTS A. Data & Infrastructure The PROPOSER should recommend a data network that will provide real time vehicle location data for a minimum of 4 vehicles in total of which up to 8 will be operating at the same time. The data network must utilize in real-time with a built-in resolution for 'dead-zones'. The PROPOSER should define the specifications for the data communications protocols and the time delays that will occur between capture of GPS coordinates and data transmission to the map views. The Vendor should state the maximum number of vehicles that can be supported by the data communications being proposed. Additionally, the PROPOSER should describe in detail the means for monitoring the status of communications between each vehicle and the central dispatch center. The PROPOSER should clearly identify all equipment necessary to transmit data between vehicles and the dispatch center. The PROPOSER must identify how the proposed data network will resolve for potential interference restrictions (i.e., dead-zones). The PROPOSER must describe in detail all hardware, software, wiring, and interconnections necessary to include pricing for the automatic transferring of data between vehicles, central dispatch, and posting data to graphical user interface (GUI) map views. B. Hosted Versus Non-Hosted If the PROPOSER hosted an implementation option, please respond to the requirements below for both a vendor hosted and TCTA hosted scenario. 1. Minimum and recommended hardware requirements for servers, work stations, and software necessary to operate the system(s) must be specified. The TCTA reserves the option to acquire all non-proprietary hardware and software meeting the supplied requirements. Request for Proposals Vehicle Tracking System Page 9

10 2. Any network configuration and security requirements necessary to operate the system(s) must be specified. Network and interface diagrams showing the relationship between servers, workstations, other devices, and the internet should be provided. 3. The system should utilize a robust database engine. All data collected should be backed up so that no data is lost. 4. The end user and administrative software should have a graphical user interface run on a standard Windows XP and Windows Vista workstations on a multi-user local area network or via the internet. The system shall be Web based and accessible from any desktop within the TCTA department. A non-java dependent interface is preferred. A description of any desktop installation requirements including drivers, java, components, etc., must be provided. 5. The database must be thoroughly documented to facilitate data import/exports and ad hoc queries and reporting. The documentation should include a detailed data dictionary, Entity Relationship Diagrams, and Data Flow Diagrams and the application should support Windows The system must have the capacity to both import and export data on a regular and automated basis either through vendor API or defined database access protocol. 7. A description of the security features of the application should be provided. This includes anti-intrusion measures at the client, business object and database levels, auditing and logging features, and user management controls. In addition, it is desirable for user logon and access rights to be integrated with the Active Directory. C. Software and Hardware Requirements TCTA prefers an Application Service Provider ASP solution, whereby the ASP will manage and distribute information from a central data center. The PROPOSER is to respond to the requirements below for purchased hosted software applications; 1. The PROPOSER is to assume responsibility for a complete delivery, setup, configuration, and installation of software and hardware. The PROPOSER must work directly with hardware vendors to provide a smooth and seamless data transmission between communications devices and software applications. 2. A system solution that uses proven open technology with minimal operational impacts to passengers, vehicle operators, and dispatchers and a system which requires minimal system customization. Any new or customized software requiring further development shall be indicated in the proposal. TCTA must approve the design and functionality of any new or customized software prior to development. Request for Proposals Vehicle Tracking System Page 10

11 3. All equipment must be current production/state-of-the-art, commercially rated and manufactured by well-established and reputable manufacturers. Equipment must be readily available for the expected life-span of the system as needed for repair, replacement, or expansion/upgrades. 4. The PROPOSER must certify that the proposed equipment is designed for and suitable for the TCTA's intended purpose of demand-response and fixed route services which require long-life and high reliability under adverse conditions. 5. All electronic equipment should be solid-state design, and all equipment housings should be waterproof and dust-proof. 6. All PROPOSERS provided on-board equipment should operate properly under the environmental conditions encountered on board the vehicles including conditions pertaining to temperature, humidity, dust/dirt, power variations, shock, and vibration. 7. The PROPOSER'S proposal must include all vehicle wiring and connectors required for the equipment. The wiring and connectors should be appropriate to the transportation environment where the equipment is to be installed. Shielded cables should be provided where necessary to avoid interference problems. D. Warranty and Maintenance All components of the Vehicle Tracking System should include a standard/limited warranty that begins once the system is installed for TCTA by the PROPOSER. The PROPOSER should provide a copy of the warranty and maintenance terms in the proposal. The PROPOSER should specify the following; 1. Hardware, software, and vehicle equipment maintenance agreement terms, including the level of support provided. 2. The services provided (what are the turnaround times for hardware repairs, etc.). 3. Toll free technical support number provided during the hours of 8:00 a.m. to 5:00 p.m. PDT Monday through Friday. Include information on evening and weekend support hours and services. If the PROPOSER is hosting the system a notification should be provided prior to any scheduled downtime and as soon as possible regarding any unscheduled downtime with a detailed explanation including length of service interruption. Up-time should be 99.9%. TCTA retains the right to negotiate purchase/warranty terms where appropriate. TCTA also has the option of accepting or rejecting an extended warranty/maintenance agreement. The PROPOSER should state in the proposal any extended warranty/maintenance agreements that are available for the proposed equipment. The PROPOSER should include their annual software and hardware maintenance escalation percentages. Additionally, the PROPOSER should include descriptions of how new versions/upgrades of Request for Proposals Vehicle Tracking System Page 11

12 the software are released and what options customers have to migrate to these new versions. Specify if the new versions/upgrades are included in the purchase price. E. Data Storage and System Reporting The Vehicle Tracking System shall collect vehicle location data and store it for reporting as required. The reporting component should provide monthly, annual, year-to-date, and ad-hoc operational reports on vehicles, drivers, locations, etc. Typical reports would include: 1. On-time performance, including count of early and late stop departures and wait times. 2. Vehicle usage (demand-response and fixed-route usage, etc.). 3. Route statistics (schedule adherence, historical routes driven, defined routes, off-route vehicles, etc.) The PROPOSER should describe in detail the reports available including sample reports. If one or more of the reports is not currently available, the PROPOSER should include the cost for developing such reports as a separate line item. TCTA would prefer that the database supporting the reporting component be compatible and allow accessibility to third-party reporting tools such as Crystal Reports. F. Documentation All aspects of the Vehicle Tracking System and individual components should be clearly and thoroughly documented for both technical and non-technical support staff and for end-user understanding. Documentation should encompass detailed product descriptions as well as step-by-step instructions on how to utilize the equipment. Documentation should be geared towards varying audiences to include vehicle operators, dispatchers, network support staff, area managers, transit operators, and maintenance technicians. Documentation materials should be broken into the following areas and/or functions; 1. Computer hardware, systems software, and equipment specifications. 2. End-user focused materials on "How To" operate the equipment within each of the Vehicle Tracking System components. For example, detailed step-by-step instructions should be included for: a. Traveler Information Features (Web Interface, etc.) b. Map Creation and Views (Zooming, Multiple Views, Map Maintenance, etc.) c. Wireless Data Communications (Usage of wireless equipment and data transmission procedures) d. Route Management and Performance (Dispatcher) e. Data Storage and Reporting (Report Generation, Ad-Hoc Report Creation, etc.) f. Data Access including API for use in developing 3rd party applications. g. Automatic Passenger Counters- If proposed (Equipment and Maintenance) h. Driver Scheduling Software- If proposed Request for Proposals Vehicle Tracking System Page 12

13 3. On-going support with various options (on-line, phone, etc.) 4. Toll free support number provided during the hours of 8:00 a.m. to 5:00 p.m. PDT Monday through Friday. Include information on evening and weekend support hours and services. The PROPOSER should provide a sample of the documentation in the proposal. Upon installation, the successful PROPOSER will provide complete documentation and training materials. G. Training The PROPOSER should provide training support to address all aspects of the Vehicle Tracking System and individual component parts. The PROPOSER should provide on-site consultation and training throughout the implementation process. Training should be provided for both technical and non-technical support staff and end-user administrators. Training should encompass demonstrations of the overall product and individual component parts. Step-by-step instructions should be demonstrated on how to install and/or use the equipment for varying audiences to include vehicle operators, dispatchers, network support staff, area managers, transit operators, and maintenance technicians. Detailed documentation materials (as described above) should be included in training sessions to provide the level of depth required to effectively administer and operate the Vehicle Tracking System and its component parts. The PROPOSER should describe following the training support and service; 1. Toll free support number provided during the hours of 8:00a.m. to 5:00p.m. PDT, Monday through Friday. Include information on evening and weekend support hours and services. 2. On-site system implementation consultation and support. The PROPOSER is to state the number of hours provided. 3. Hardware/equipment and vehicle installation training. The PROPOSER is to state the number of hours provided. 4. Field training for dispatchers, field supervisors, and field operators. The PROPOSER is to state the number of hours provided. 5. Administrator training for administrators and support staff. The PROPOSER is to state the number of hours provided. 6. Training for the 'trainers'. The PROPOSER is to state the number of training hours provided. 7. On-going training support and various training options (on-line, CBTs, etc.). The PROPOSER should describe in detail the training support and service and suggest a training plan with proposed timelines for varying stages before after and during the project. Request for Proposals Vehicle Tracking System Page 13

14 CORE FEATURES Core Product # Product Description Wireless Data Communications Infrastructure 1 Wireless communication fees Equipment 1 Hardware Labor 1 2 Other 1 Subtotal Wireless Data Communications PRICE Software Application Software Labor 1 2 Other 1 Total Software Application PRICE Training & Support Training Support TOTAL Training & Support PRICE GRAND TOTAL CORE FEATURES # of Units Unit Price Discount Net Unit Price Extended Price Request for Proposals Vehicle Tracking System Page 14

15 OPTIONAL FEATURES Core Product # Product Description Automatic Passenger Counting) Counters 1 Sensors Equipment 2 Control Unit 3 Cables 4 Other Equipment 5 Limited/Standard Warranty 6 Extended Warranty Labor 1 On-Site Support (labor rate per day) 2 Other Services Other 1 Other Charges (please describe) Subtotal APC PRICE LED/LCD Signage Signs 1 Software 2 Control Unit 3 Cables 4 Other Equipment 1 Other Charges (please describe) Subtotal LED or LCD Signage PRICE # of Units Unit Price Discount % Net Unit Price Extended Price NO PAYMENTS WILL BE MADE IN ADVANCE OF PRODUCT DELIVERY OR WORK PERFORMED. 3.0 GENERAL INFORMATION/TERMS AND CONDITIONS 3.1 ISSUING OFFICE This RFP is issued by the Tuolumne County Transit Agency 3.2 PURPOSE This RFP provides prospective PROPOSER s with sufficient information to enable them to prepare and submit a proposal. Request for Proposals Vehicle Tracking System Page 15

16 In this RFP, the term TCTA shall be understood to mean Tuolumne County Transit Agency, PROPOSER, as used herein, shall be understood to mean the individual, company, corporation or firm whose product is selected for purchase. Until a purchase is recommended and approved, the term shall be understood to mean the individual, company, corporation or firm formally submitting a proposal to this RFP. The term proposal as used herein, shall be understood to mean a written offer to provide goods and/or services in accordance with the general conditions, instructions, and specifications stated herein with exceptions clearly stated. 3.3 SCOPE This RFP contains the instructions governing the proposals to be submitted and the material to be included therein. Mandatory requirements within must be met to be eligible for consideration. PROJECTED SCHEDULE OF ACTIVITIES RFP let, September 12, Last day to submit questions: October 2, 2013 Questions and answers distributed to RFP recipients: October 8, 2013 RFP Submission Deadline: October 23, 2013, 3:00 p.m. PST. Interviews and product presentation: (If Necessary November 4-8) Contract Approved by TCTA: December 11, 2013 (estimated). INVITATION TO PROPOSE/RESPOND AND RESPONSIBLITES OF PROPOSERS The TCTA is hereby Requesting for Proposals who have an interest or are known to do business relevant to this RFP. All interested individuals/firms who were not contacted are invited to submit a proposal in accordance with the policies, procedures and dates as set forth herein. A PRODUCT DEMONSTRATION The TCTA may require the PROPOSER to provide a live demonstration of its proposed solution on site at a TCTA specified location. Demonstrations may occur over the course of several days and the PROPOSER should propose options for carrying out such a demonstration. The PROPOSER should detail its space and equipment requirements that would need to be fulfilled by TCTA. The demonstration shall enable the TCTA to observe any or all end-user and system administrator functions that are proposed in the PROPOSER S response to the RFP. The PROPOSER should be prepared to use the data within the RFP document as well as respond to ad hoc requests to demonstrate system functions. Request for Proposals Vehicle Tracking System Page 16

17 The demonstration should be performed on the current production version of the system. The demonstration system should not contain any product source code customization; unless this customization has been described in the RFP response and any associated costs have been detailed 3.4 INQUIRIES Prospective PROPOSER s may make written inquiries by concerning this RFP to obtain clarification of requirements. Inquiries must be directed to the TCTA as indicated below. Inquiries must be directed to: [email protected] Alex Padilla, Transportation Planner I Tuolumne County Transit Agency 2 So. Green Street (mailing address), 48 West Yaney Avenue (physical address) Sonora, CA All questions submitted will be answered and distributed to all PROPOSERS. 3.5 ADDENDUM OR SUPPLEMENT TO RFP The TCTA may modify the RFP prior to the date set for its receipt of proposal by issuance of amendments send by , overnight carrier, or certified mail with return receipt requested to all vendors who receive a copy of this RFP from the TCTA. Amendments will be clearly marked as such and each amendment will be numbered consecutively and will become part of this RFP. All PROPOSERS interested in submitting a proposal must provide contact information to the TCTA contact so that prospective bidders may be kept apprised of answers given to questions submitted by the indicated deadline, in addition to any addendums, supplements, or amendments to the RFP. The TCTA contact will be Alex Padilla, Alex Padilla, Transportation Planner I Tuolumne County Transit Agency 2 So. Green Street (mailing address), 48 West Yaney Avenue (physical address) Sonora, CA [email protected] Any PROPOSER who fails to receive such amendments shall not be relieved of any obligation under this proposal as submitted. No oral or written statements made by TCTA personnel shall be considered an amendment to this RFP unless the statements are contained in a written document identified as a written amendment to this RFP. Request for Proposals Vehicle Tracking System Page 17

18 3.6 PROPOSAL SUBMISSION/REQUIRED SUBMITTALS The PROPOSER shall include a complete project management plan including deliverables, implementation approach, and testing/validation procedure. The PROPOSER is required to submit one signed paper original (original in paper and CD version. signature on CD not necessary) and four (4) hard copies of the full response to this RFP. The official copy containing the required original signatures shall be identified by a sealed envelope marked and addressed as required. The remaining copies may be boxed for convenience. Each copy must include a complete request for proposal and any other required information for TCTA evaluation. The proposal package must be received on or before October 23, 2013, 3:00 p.m. PST., at the address given below: Mailing and Express Package Address: Alex Padilla, Transportation Planner I Tuolumne County Transit Agency 2 South Green Street (mailing address), 48 West Yaney Avenue (physical address) Sonora, CA Proposals received after the RFP closing date and time indicated shall stand rejected unless the delay is due to negligence of the TCTA. It is the PROPOSER S sole responsibility to assure that its proposal is received on or before the RFP closing date. A PROPOSER may withdraw its proposal any time prior to the fixed deadline for receipt of proposals (closing date), by submitting to the TCTA contact, Alex Padilla, a written notification of its withdrawal, signed by the PROPOSER or its authorized agent. The PROPOSER may thereafter submit a new or modified proposal prior to such date and time set for receipt of proposal. The TCTA reserves the right to reject any and all proposals and to waive informalities and minor irregularities in proposals received and to accept any portion of a proposal or all items bid if deemed in the best interest of the TCTA to do so. Any restrictions on the use of data contained within a proposal must be clearly stated in the proposal itself and the indication of enclosed proprietary information clearly marked on the outside of the sealed proposal package. Proprietary information submitted in response to this Request for Proposal will be handled in accordance with applicable State of California procurement regulations. 3.7 NEWS RELEASES The PROPOSER may not distribute any announcement or news release regarding this project without written approval by the TCTA. Any materials to be provided to regulatory agencies, other entities, or to Request for Proposals Vehicle Tracking System Page 18

19 the public shall be submitted to the TCTA for review and distribution unless otherwise directed by a TCTA representative. No form of the TCTA s name shall be used in promotional materials, signs, announcements or other forms of communication or advertising originated by vendor unless the TCTA s express written permission for such use has been obtained in advance. 3.8 RESPONSE MATERIAL OWNERSHIP All material submitted regarding this RFP becomes the property of the TCTA. 3.9 INCURRING COSTS TCTA is not liable for any cost incurred by PROPOSERS prior to issuance of an agreement, contract or purchase order OFFER/ACCEPTANCE PERIOD TCTA intends to make a proposal selection for contract negotiation within the period indicated in the Schedule of Activities. Proposals in the possession of the TCTA at the closing time for receipt of proposals are considered final and will be held as an irrevocable offer for one hundred eighty (180) days from that date ADDITIONAL DATA The PROPOSER must submit any additional information or data not requested in this RFP which TCTA believes must be considered in the evaluation of a proposal EVALUATION CRITERIA Evaluation Criteria A Consultant Selection Committee, appointed by the TCTA Executive Director, shall review each proposal and if necessary will conduct an interview with the consultant's project management and key personnel of the most qualified firm(s). The Consultant Selection Committee shall rate each consultant s proposal and identify the rank of proposals in a selection order based upon the following criteria: Rating Items 1. Candidate's specialized experience, qualifications, and technical competence as related to the services required. (25 points possible) 2. Candidate's demonstration of a clear understanding of the project as evidenced in their written and/or oral proposal. (25 points possible) Request for Proposals Vehicle Tracking System Page 19

20 3. Candidate's applicability/success of like projects as presented in the proposal (25 points possible) 4. Candidate's lump sum cost proposal and personnel hours allocated to each task. (25 points possible) 3.13 CONSULTANT SELECTION Upon completion of the rating of the consultant firms, the TCTA Executive Director may negotiate a draft contract with the top-ranked consultant. A Draft Agreement to be executed by the parties is included as Attachment A to this RFP document. The goal of negotiation is to agree on a final contract that will deliver the services or products required at a fair and reasonable cost to the TCTA. If a draft agreement cannot be reached with the top ranked candidate, the negotiations are terminated. Negotiations then may be opened with the second choice and the process repeated. When negotiations are terminated with the consultant, negotiations will not be reopened with them during this process. If an agreement cannot be reached with any of the Consultants recommended by the Selection Committee, the Selection Committee will be asked to make additional recommendations. Upon attainment of a draft agreement, the agreement will be forwarded to the funding agency and internally within the TCTA for review of content prior to final approval and execution by TCTA. TCTA hereby notifies all proposing consultants that it will affirmatively ensure that in regard to any contract entered into pursuant to this RFP, disadvantaged business enterprises will be afforded full opportunity to submit proposals in response to this invitation, and that proposing consultants will not be discriminated against on the grounds of race, religion, creed, medical condition, color, marital status, ancestry, sex, age, national origin or disability in consideration of award. In addition, the TCTA requires that any consultant or consulting firm hired by the TCTA to perform any work activity does not discriminate against any employee or applicant for employment because of race, religion, creed, medical condition, color, marital status, ancestry, sex, age, national origin or disability. The TCTA retains the right to reject any and all proposals which do not comply with provisions of this request for proposal or for unforeseen reasons related to funding of this project PROPOSER SELECTION The selection of a successful PROPOSER through this RFP is not intended to be exclusionary. The TCTA has made every reasonable attempt to ensure that all PROPOSERS have received a copy of the RFP. However, if any PROPOSER feels they have been overlooked, they must contact the TCTA, to receive a copy of the RFP SPECIFICATION REQUIREMENT All proposals must meet or exceed the specifications provided herein. Evaluation of the extent to which proposals meet specifications will be performed SOLELY and determined SOLELY by the TCTA. Request for Proposals Vehicle Tracking System Page 20

21 3.16 FORMAT OF RFP RESPONSE Proposals must be submitted in the same format as the RFP, inclusive of all sections and appendices. PROPOSERS are required to identify each section of the RFP and respond accordingly. The proposal shall be prepared in a straightforward and concise manner, identifying clearly and succinctly any and all deviations and enhancements. Emphasis should be placed on the conformance to the RFP instructions, responsiveness to the RFP requirements and completeness and clarity of content. The PROPOSER should include a Table of Contents that gives page numbers and should be in sufficient detail to facilitate easy reference to all requested information. The PROPOSER shall be signed by an individual who is authorized to bind the PROPOSER contractually and shall show the name of the company. The signature should be presented at the beginning of the proposal. The name and title of the individual signing the form should be typed immediately below the signature. An unsigned proposal shall be rejected RFP DISTRIBUTION TCTA is the agency authorized to distribute proposals. Distribution of Proposals to parties other than those specifically designated by the TCTA is not authorized. Failure to observe this guideline may result in PROPOSER disqualification FINAL ACCEPTANCE The PROPOSER may be required to submit a written progress report at the time of invoicing indicating items completed, items not completed, and any anticipated issues that have surfaced. Failure to provide these progress reports will delay payment of invoices. The PROPOSER shall include in the report s recommendations and alternate courses of action for the solution of project problems and delays. TCTA will agree to the final approval on any system only after the supplied software, equipment, or product is tested and found to perform within acceptable standards of operation. The system must be in compliance with all published and implied performance specifications and is approved by TCTA to be ready for practical application. Burden of proof regarding disputes as to accuracy of invoices shall fall upon the PROPOSER. The TCTA shall not unreasonably withhold relevant materials and records necessary to resolve such disputes LATE INTEREST CHARGES Payments for TCTA purchases for services for any future Agreement shall not be subject to any late or interest charges. 4.0 CONTENTS OF PROPSALS Each proposal should be limited to specific discussions of the elements outlined in this Request for Proposals. The intent of this RFP is to encourage responses which meet the stated requirements and which propose the best methods to accomplish the work within budget. Request for Proposals Vehicle Tracking System Page 21

22 The organization of proposals should follow the general outline below. Each proposal should consist of a Technical Proposal (Items 1-7 below) and a Cost Proposal (Item 8 below). 1. Transmittal Letter The transmittal letter should include the name, title, mailing address, address, phone number and original signature of an individual with authority to negotiate on behalf of and to contractually bind the proposing consultant, and who may be contacted during the period of proposal evaluation. Only one transmittal letter need be prepared to accompany all copies of the Technical and Cost Proposals. 2. Table of Contents Include a list of the major sections in the proposal and the associated page numbers. 3. Introduction In this section, proposing consultant should furnish a brief history of their firm and qualifications as it relates to preparing emergency management and operations plans. In addition, proposers should demonstrate an adequate understanding of the work requested in this RFP document. 4. Management Plan and Technical Approach The management plan should include: a. A description of the overall management program planned to accomplish the objectives of this project. b. A thorough explanation of the consultant s proposed course of action. References should be made to RFP requirements and the consultant s plans for meeting those requirements. If the consultant proposes major changes in the RFP approach, those changes should be clearly specified. c. An itemized description of the proposed project schedule, and the end products to be produced. d. Technical discussion of the scope of work. Consultant's interpretation of the scope of work and demonstration of the consultant's understanding of the project requirements, their capability to provide the requested scope of work and their commitment to meet the proposed schedule or alternative schedule submitted with their proposal. 5. Project Management The PROPOSER must prepare an explanation of the project management system and practices to be used to assure that the project is completed within the scheduled time frame and that the quality of the required products will meet the TCTA s requirements. The project management plan shall describe the proposer s ability to coordinate with local stakeholder organizations. 6. Consultant and Subcontractor Staff The proposal must describe the qualifications and experience of each professional who will participate in the project including a resume for each member of the project team. A Project Manager must be Request for Proposals Vehicle Tracking System Page 22

23 designated and an organizational chart showing the manager and all project staff must be included. A matrix must be presented indicating the effort either in percentage of the total project or in man-hours which will be contributed by each professional during each phase or task making up the project. If a subcontractor will be used, the PROPOSER must include a letter from the subcontractor committing to perform at least the work shown for subcontractor professionals in the above-described matrix. 7. Consultant Qualifications and References The proposal must describe the nature and outcome of projects previously conducted by the consultant which are related to the work described within this RFP. Descriptions should include a client contact name, address, phone number, a description of the type of work performed, approximate date on which the work was completed and professional staff that performed the work. If a subcontractor is proposed, two or three similar qualifications and references should be provided for the subcontractor. 8. Cost Proposal In addition to a Technical Proposal, the prospective consultant shall prepare a detailed Cost Proposal for the work to be performed. The Cost Proposal shall itemize all items that will be charged to the TCTA including travel charges that will be involved in the project and included in the bid amount. Costs shall be segregated to show specific tasks within the scope of work, staff hours allocated to each task, rates, classifications, administrative overhead and a rate schedule for extra work. Cost Proposals shall be submitted in a separate sealed envelope. If subcontractors are to be used, the prospective consultant must indicate any markup that the prospective consultant plans to take on subcontracts. The same breakdown of subcontract costs shall be provided as is required for consultant costs above. Failure to provide detailed cost breakdowns will be cause for rejection of the proposal. 9. Fee and Method of Payment Progress payments will be made on a task and percent completed basis and no more frequently than at monthly intervals by the TCTA Executive Director. Invoices will be based upon the work completed by task at the close of the billing period. Progress payments will be limited to 90% of the budget for the tasks completed. The 10% retention will be released upon completion, presentation and approval of all tasks as identified within the Scope of Work. Payment for work completed can be expected within 30 days of invoice receipt and verification of work performed. 10. Policy The Consultant shall comply with Title VI of the Civil Rights Act of 1964, as amended accordingly, 49 CFR through Appendix H and 23 CFR (b). Request for Proposals Vehicle Tracking System Page 23

24 11. Contract This RFP does not obligate the TCTA to award a contract to develop an Emergency Management and Operations Plan, nor does it commit the TCTA to pay for any costs associated with the preparation and submittal of a proposal. The Scope of Work is subject to modification as work progresses on each element. 12. Insurance Requirements The successful PROPOSER will be required to maintain, throughout the term of the contract work, insurance of the type and amount indicated in the TCTA s Standard Insurance Requirements, attached hereto as Exhibit A to the Draft Agreement (Attachment A). 13. Maximum Amount of Pages For Proposal The proposal must not contain more than a maximum of amount of 60 pages. 14. Form of Contract A draft copy of the contract to be executed between the parties follows as Attachment A of this RFP. It is imperative that the prospective PROPOSER s familiarize themselves with each of the provisions contained in the contract form prior to preparing and submitting a proposal. If major changes to the contract will be proposed by the PROPOSER, if selected, these items/issues should be clearly specified in the proposal. Request for Proposals Vehicle Tracking System Page 24

25 Attachment A Agreement for Professional Services for a Vehicle Tracking System This Agreement ( Agreement ) is made and entered into this day of, 2013 by and between the Tuolumne County Transit Agency ( TCTA ), a California joint powers authority, and, a California based company or a (identify state) based (company or corporation) licensed to do business in the State of California, ( Consultant ). 1. Agreement Documents 1.01 The total agreement between the parties consists of this Agreement and the following additional documents, copies of which are attached hereto and incorporated herein by this reference: A. Request for Proposals, dated October 23, 2013 including Addenda, if any. B. Bid Proposal, as accepted by the TCTA. C. Standard Insurance Requirements, attached hereto as Exhibit A D. Scope of Work, attached hereto as Exhibit B. E. Project/Rate Schedule, attached hereto as Exhibit C. F. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions, attached hereto as Exhibit D. G. Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions, attached hereto as Exhibit E. H. Terms and Conditions of Purchase, attached hereto as Exhibit F I. Additional Terms and Conditions Data Security, attached hereto as Exhibit G In the event of a conflict or ambiguity arising between such documents or any term therein, the document executed later in time shall prevail over the document executed earlier in time. Request for Proposals Vehicle Tracking System Page 25

26 2. Recitals 2.01 The TCTA desires to enter into an agreement for a Vehicle Tracking System for Tuolumne County Transit (TCT) fleet. The objective of the Vehicle Tracking System is to improve the efficiency, emergency preparedness, and reliability of the TCT system for the general public and management; and, 2.02 The TCTA has determined the Vehicle Tracking System involves the performance of professional services; and, 2.03 Consultant has responded to the TCTA s Request for Proposals soliciting proposals to for a Vehicle Tracking System for Tuolumne County Transit (TCT) fleet. The objective of the Vehicle Tracking System is to improve the efficiency, emergency preparedness, and reliability of the TCT system for the general public and management, hereinafter referred to as the Project; and, 2.04 Consultant hereby represents that it is in the business of, and fully qualified in, the field of Vehicle Tracking System and is fully willing and able to perform the work described in the Scope of Work, Exhibit B, of this Agreement, and with the level of service and operating quality specified herein. The TCTA awarded this Agreement in reliance on such representations, and on Consultant s particular skills, experience and abilities as represented by Consultant in their Proposal; and, 2.05 The TCTA and Consultant intend to enter into an agreement for the furnishing of certain articles and services for the consideration hereinafter set forth. The TCTA and Consultant, for the consideration hereinafter described, mutually agree as follows: 3. Scope of Work: Consultant agrees to complete the Project pursuant to the Scope of Work of this Agreement, attached hereto as Exhibit B, and the Agreement Documents. The TCTA agrees to compensate Consultant as specified herein below and accordance with the Request for Proposals, the Proposal and all such other documents referred to herein and made a part of hereof by specific reference. 4. Effective Date/Term: This Agreement shall be effective from the date of execution. The term of the Agreement shall extend from the date TCTA issues a notice to proceed and shall continue until completion of the tasks as identified within the Scope of Work. Consultant shall not commence work prior to the date a written Notice to Proceed is issued by the TCTA. 5. Completion of Work: The Consultant agrees to commence work upon execution of this Agreement and receipt of a written notice to proceed from the TCTA Executive Director and Request for Proposals Vehicle Tracking System Page 26

27 perform and complete the project in compliance with the Scope of Work, Exhibit B, and Project Schedule in Exhibit C. 6. Suspension, Delay or Interruption of Work: The TCTA may suspend, delay or interrupt the services of the Consultant for the convenience of the TCTA. In the event of force majeure or such suspension, delay or interruption, an equitable adjustment in the Project's schedule, commitment and cost of Consultant's personnel and subcontractor, and Consultant's compensation will be made. 7. Additional Services: For additional services not outlined in Section 3 above, a separate Scope of Work describing the scope, schedule, fee and work products will be negotiated by the TCTA and the Consultant and approved as written amendments to this Agreement prior to any additional work effort being commenced upon. 8. Professional Standards: Consultant warrants and guarantees that the work provided under this Agreement shall be performed and completed in a professional manner. All services shall be performed in the manner and according to the professional standards observed by a competent practitioner of the profession in which Consultant and any subcontractor are engaged. 9. Performance: Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory accomplishment of the Consultant s obligations under this Agreement. Performance of services shall comply with the schedule set forth in the Agreement Documents. A time extension may be granted in the event that acts or omissions by the TCTA cause delay. Neither party shall be considered in default of this Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party. 10. Work Standard: The TCTA has relied upon the professional training and ability of the Consultant to perform the services hereunder as a material inducement to enter into this Agreement. The Consultant shall, therefore, provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by the Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in the Consultant s field of expertise. The Consultant shall be responsible for ensuring any approved subcontractor adheres to this same work standard. 11. Personnel: Consultant shall assign only competent personnel to perform services pursuant to this Agreement. Consultant shall provide all staff necessary to completion of services under this Agreement. The Consultant s Project Team identified in their Proposal shall be the Project Team for the duration of the project unless TCTA agrees to accept replacement personnel. In the event that the TCTA, at its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement because of their incompetence, Consultant shall Request for Proposals Vehicle Tracking System Page 27

28 remove any such person(s) immediately upon receiving notice from the TCTA of the desire of the TCTA for the removal of such person(s). 12. Independent Consultant: In providing the services as set forth in the Agreement Documents, Consultant shall act as an independent consultant and not as an employee of the TCTA. In accordance with that relationship, Consultant shall assume all responsibility for its employees for Federal and State income tax withholding, FICA, SDI and any other deductions from income that Consultant is properly required to make as an independent consultant. 13. Administration of Agreement: Consultant s compliance with this Agreement shall be supervised and administered by the TCTA through the office of the Executive Director. This paragraph shall not relieve Consultant of any obligation or liability undertaken by virtue of this Agreement. 14. Written Notification: Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be in writing and either served personally or sent prepaid, first class United States mail. Any such notice, demand, request, consent, approval or communication shall be addressed to the other party at the address set forth here in below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within 48 hours from the time of depositing in the United States mail box if mailed as provided in this section. If to TCTA: Tuolumne County Transit Agency Darin Grossi, Executive Director 2 South Green Street Sonora, CA Consents and Agreements: Any and all consents and agreements provided for or permitted by this Agreement shall be in writing, and a signed copy thereof shall be filed and kept with the books of this Agreement. 16. Signature Authority The Executive Director or his designee shall have authority on behalf of the TCTA to sign Agreement amendments and other documents related to this Agreement Consultant certifies that the following person(s) have authority to sign Agreement amendments and other documents related to this Agreement on behalf of Consultant. Written certification of the signatory authority of the following persons shall be provided by the Consultant to the TCTA prior to execution of this Agreement. Request for Proposals Vehicle Tracking System Page 28

29 Name Title 17. Insurance Requirements: Consultant and/or any subcontractor shall provide a Certificate of Insurance as proof of a policy of insurance satisfactory to the TCTA evidencing that Consultant and/or subcontractor maintains insurance that meets the requirements included in Exhibit A, Standard Insurance Requirements, of this Agreement. 18. Workers Compensation Consultant shall comply with the provisions of the Worker s Compensation and Insurance Law of the State of California The TCTA shall not be responsible for providing Workers Compensation insurance or any other protective insurance coverage for the Consultant that is based upon the relationship of employer and employee. 19. Compensation: Progress payments will be made periodically but no more frequently than monthly and will be paid based upon the work completed by task at the close of the billing period, at a total cost upon project completion not to exceed $. Consultant shall submit monthly statements for work completed as described in Article 20, Reporting Requirements, of this Agreement, which shall be reviewed by the Executive Director of the TCTA, and when determined to be in order and correct, will be approved for payment. The monthly statements shall be based on the amount of work completed in accordance with Exhibit B, Scope of Work. Progress payments will be limited to 90% of the budget for the tasks completed. The 10% retention will be released upon completion, presentation and approval of the final Project. Payment for work completed can be expected within 30 days of invoice receipt and verification of work performed. 20. Reporting Requirements: The Consultant will provide to the TCTA a monthly written progress report detailing status of the work schedule and outputs, the percentage of work completed by task and any other relevant factors to completion of all work in a timely manner. The Consultant will notify the TCTA of any potential or existing problem areas as soon as possible. 21. Maintenance of Records/Audit Rights: Consultant shall maintain books, records, documents and other evidence directly pertinent to work under this Agreement in accordance with generally accepted accounting principles and practices. Consultant shall also maintain for a period of at least three (3) years from the expiration date of this Agreement the financial information and data used by Consultant to determine charges and costs related to work performed under this Agreement. The TCTA, and any Federal or State authorized representatives, shall have the right to inspect and audit Consultant s accounting books, records and documents during normal business hours. Such records shall be turned over to the TCTA upon request. Request for Proposals Vehicle Tracking System Page 29

30 22. Work Product Property of the TCTA: All plans, specifications, reports, computer files and other work products prepared by Consultant pursuant to this Agreement shall become the property of the TCTA. The TCTA s use of documents produced under this Agreement and/or supporting information or calculations other than as intended hereunder shall be at the TCTA s sole risk. 23. Release of Documents and Information: Services provided within the scope of this Agreement are for the exclusive use of the TCTA. The TCTA and Consultant agree that all data, plans, specifications, reports, computer files and other work products will not be released to third parties by Consultant without the prior written consent of the TCTA. 24. Covenant Against Contingent Fees: The Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee or subcontractor working for the Consultant, as provided for in the Consultant s Proposal (as accepted by TCTA), to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person other than a bona fide employee, a fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon, resulting from the award or making this Agreement. For breach or violation of this warranty, the TCTA shall have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 25. Covenant Against Gratuities: Consultant covenants that it has not offered or given gratuities in the form of entertainment, gifts or otherwise to any member, officer or employee of the TCTA with a view toward securing favorable treatment in the award, modification or performance evaluation of this Agreement. For breach or violation of this covenant, the TCTA shall have the right to cancel this Agreement without any liability to Consultant. 26. Restrictions on Lobbying: Consultant shall not pay any person or organization to influence or attempt to influence an officer or employee of any federal, state or county agency in connection with awarding this Agreement or any other Federal award from which funding for this Project is originally derived, consistent with 31 U.S.C. section Transfer of Agreement: This Agreement is made in reliance by TCTA upon the qualifications and responsibility of Consultant. The performance by Consultant of this Agreement may not be assigned, sublet, transferred or in any way subcontracted, except upon the prior written approval of the TCTA. 28. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by Consultant for work to be performed under subcontract, including procurement of material or leases of equipment, each potential subcontract or supplier shall be notified by Consultant of Consultant s obligations under this Agreement relative to civil rights requirements. Consultant shall provide the TCTA documentation of such notifications. Request for Proposals Vehicle Tracking System Page 30

31 Consultant agrees to refrain from awarding any third party subcontract without prior written approval by TCTA. Payment for such services shall be the responsibility of the Consultant. 29. Third Party Obligations: Consultant shall be solely liable to third parties with whom it enters into contracts to effectuate the purpose of this Agreement. Consultant shall pay directly such parties for all amounts due under said arrangement. Consultant shall indemnify, defend and hold the TCTA harmless from any and all claims and liabilities arising from any third party contracts. Consultant shall exert its best efforts to prevent any loss to the TCTA from the failure of proper performance of any third party. 30. Conflicts of Interest: Consultant shall not enter into any Agreement, subcontract or arrangement in connection with the Project or any property included or planned to be included in the Project, in which any member, officer or employee of Consultant or the TCTA, during the Project term and for one year thereafter, has any direct or indirect interest. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning of the Project term any such interest, and if such interest is immediately disclosed to Consultant and such disclosure is entered upon the minutes of Consultant s written report to the TCTA of such interest, Consultant, with the prior written approval of the TCTA, may waive the prohibition contained in this subsection; provided that any such present member, officer or employee shall not participate in any action by Consultant or the TCTA relating to such Agreement, subcontract or arrangement. 31. Debarment and Suspension Certification: Consultant agrees to refrain from entering into any sub-agreement to this Agreement of any amount with a party included in the U.S. General Services Administration s (U.S. GSA) List of Parties Excluded from Federal Procurement or Non-Procurement Program, implementing Executive Order Nos and 12689, Debarment and Suspension and 49 CFR Part 29. The List also includes the names of parties debarred, suspended or otherwise excluded by agencies, and Consultants declared ineligible for Agreement award under statutory or regulatory authority other than Executive Order Nos and Consultant shall provide the TCTA debarment and suspension certification containing information about the debarment and suspension status and other specific information of Consultant and its principals, as defined in 49 CFR 29, prior to entering into any subagreement to this Agreement. Consultant agrees to refrain from awarding any third party sub-contract of any amount (at any tier) to a debarred or suspended subcontractor, and to obtain similar certification from any third party subcontractor (at any tier) seeking a contract exceeding $100,000. Request for Proposals Vehicle Tracking System Page 31

32 32. Civil Rights Requirements During the performance of this Agreement, the Consultant, for itself, its assignees and successors in interest (collectively, Consultant ) agree as follows: A. Compliance with Regulations: The Consultant shall comply with regulations relative to Title VI (nondiscrimination in Federally-assisted programs of the Department of Transportation Title 49 Code of Federal Regulations Part 21 Effectuation of Title VI of the 1964 Civil Rights Act) ( Title VI or Regulations ). Title VI provides that the recipients of Federal assistance will implement and maintain a policy of nondiscrimination in which no person in the State of California shall, on the basis of race, color, national origin, religion, sex, age or disability, be excluded from participation in, denied the benefits of or subjected to discrimination under any program or activity by the recipients of Federal assistance or their assignees and successors in interest. B. Nondiscrimination: The Consultant, with regard to the work performed by it during the Agreement term shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT s regulations, including employment practices when the Agreement covers a program whose goal is employment. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation by the Consultant for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Consultant of the Consultant s obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color or national origin. Consultant shall provide the TCTA documentation of such notifications. D. Information and Reports: The Consultant shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined the TCTA, State or Federal Transit Administration (FTA) to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of a Consultant is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall so certify to the TCTA, State or FTA, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of the Consultant s noncompliance with the nondiscrimination provisions of this Agreement, the TCTA and/or State shall impose such Agreement sanctions as they or the FTA may determine to be appropriate, including, but not limited to: Request for Proposals Vehicle Tracking System Page 32

33 1) Withholding of payments due to the Consultant under this Agreement until the Consultant complies, and/or 2) Cancellation, termination or suspension of this Agreement, in whole or in part. F. Incorporation of Provisions: The Consultant shall include the provisions of these paragraphs (A) through (F) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Consultant will take such action with respect to any subcontractor or procurement as the TCTA, State or the FTA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that in the event a Consultant becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Consultant may request the TCTA and/or State to enter into such litigation to protect the interest of the TCTA and/or State, and, in addition, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. 33. Health, Safety, Fire and Environmental Protection The Consultant and any subcontractor or agent shall comply with Federal, State and local requirements pertaining to safety, health, fire and environmental protection. The Consultant shall comply with all applicable provisions of the California Occupational Safety and Health Act of 1973, including any amendments thereto, and the rules, standards, orders and regulations prescribed by the Occupational Safety and Health Standards Board and the Division of Industrial Safety in the California Department of Industrial Relations. Consultant shall further comply with all other applicable safety laws, ordinances and regulations. In the event standards conflict, the standard providing the highest degree of protection and not in violation of any other applicable standard or law shall prevail. 34. Federal, State and Local Laws: Consultant warrants and covenants that it shall fully and completely comply with all applicable Federal, State and local laws and ordinances, and all lawful orders, rules and regulations issued by any authority with jurisdiction in all aspects of its performance of this Agreement. 35. Governing Law: The laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and shall also govern the interpretation of this Agreement. Request for Proposals Vehicle Tracking System Page 33

34 36. Indemnification To the extent permitted by law, Consultant does hereby assume liability for, and agrees to defend, indemnify, protect, save and keep harmless the TCTA and its elected and appointed officials, officers, employees, agents and volunteers and its successors and assigns (collectively, TCTA) from and against any and all liabilities, obligations, losses, damages, penalties, fines, claims, actions, suits, costs and expenses and disbursements (including legal fees and expenses) of any kind and nature imposed, asserted against, incurred or suffered by the TCTA by reason of damage, loss or injury (including death) of any kind or nature whatsoever to persons or property caused by or in any way relating to or arising out of: A. Any negligent or intentional act or action, or any neglect, omission or failure to act when under a duty to act on the part of Consultant or any of its officers, agents, servants, employees, subcontractors or subcontractors of any tier in its or their performance hereunder, except to the extent caused by the negligence or willful wrongful act of the TCTA; and, B. any claim of patent or copyright infringement or publication of defamatory material, including the TCTA s failure to request removal of such material in connection with the services performed and/or work products provided under this Agreement by Consultant or any of its officers, agents, servants, employees, subcontractors or subcontractors of any tier; and, C. a release by Consultant of any of its officers, agents, servants, employees, subcontractors or subcontractors of any tier in its or their performance hereunder of any substance or material defined or designated as a hazardous or toxic substance, material or waste by any Federal, State or local law or environmental statute, regulation or ordinance presently in effect, or as amended or promulgated in the future, but only to the extent that such release is not proximately contributed to or caused by the TCTA. The parties shall establish procedures to notify the other party where appropriate of any claims, administrative actions or legal actions with respect to any of the matters described in this indemnification provision. The parties shall cooperate in the defense of such actions brought by others with respect to the matters covered in this indemnity. Nothing set forth in this Agreement shall establish a standard of care for, or create any legal rights in, any person not a party to this Agreement. 37. Sanctions for Noncompliance In the event of the Consultant s noncompliance with the provisions of this Agreement, the TCTA shall impose such Agreement sanctions as it may determine to be appropriate, including, but not limited to: Request for Proposals Vehicle Tracking System Page 34

35 A. Withholding of payments due to the Consultant under this Agreement until the Consultant complies to the TCTA s satisfaction, and/or B. Cancellation, termination or suspension of this Agreement, in whole or in part. 38. Termination of Agreement Acts Constituting Termination: This Agreement shall commence on the date of its execution and shall continue until: A. Completion of the Project pursuant to Scope of Work, Exhibit B, as approved by TCTA; B. Voluntary or involuntary transfer or assignment by either party hereto without the consent of the other party of any of the rights, titles or obligations set forth in this Agreement; C. Mutual agreement of the parties hereto to terminate this Agreement; D. Any default or breach of this Agreement by either party hereto which has not been cured within thirty (30) days after notice of such default by the other party, or such later time as is reasonably necessary if the default cannot be reasonably cured within such thirty (30) day period; E. Written notice is delivered by either party to the other party ninety (90) days prior to the effective date of termination. F. The TCTA may terminate this Agreement for convenience upon five (5) days written notice to Consultant Consultant shall be paid for all work performed through the date of termination at the rates set forth in the Rate Schedule in Exhibit C, and subject to the proportion of work completed and approved by the Executive Director. 39. Breach Upon termination of this Agreement, all affairs undertaken or conducted pursuant to this Agreement shall be wound up and debts paid. If Consultant materially breaches the terms of this Agreement, the TCTA shall have the following remedies: A. Immediately terminate the Agreement with Consultant; Request for Proposals Vehicle Tracking System Page 35

36 B. Complete the unfinished work under this Agreement with a different Consultant; C. Charge Consultant with the difference between the cost of completion of the unfinished work pursuant to this Agreement and the amount that would otherwise be due Consultant, had Consultant completed the work; and/or D. Allow the Consultant five (5) business days to diligently complete the correction. 40. Waiver: A waiver by the TCTA of a breach or failure to perform hereunder shall not constitute a waiver of any subsequent breach or failure. No failure on the part of the TCTA to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. 41. Disputes: Any controversy or claim arising out of, or relating to, the provisions of this Agreement, or the breach thereof, shall be settled by arbitration at the election of either party in accordance with the rules of the American Arbitration Association at Sonora, California and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to its reasonable attorneys fees in any legal action to enforce the terms of this Agreement. 42. Amendments: This Agreement may be amended or modified in any way by an instrument in writing, stating the amendment or modifications, signed by the parties hereto. 43. Survivorship: Any responsibility of Consultant for warranties, insurance or indemnity with respect to this Agreement shall not be invalidated due to the expiration, termination or cancellation of this Agreement. 44. Severability: If any term, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, the remainder of this Agreement shall remain in effect. 45. Successors and Assigns: This Agreement is binding upon the TCTA and the Consultant and their successors. Except as otherwise provided herein, neither the TCTA nor the Consultant shall assign, sublet or transfer its respective interest in this Agreement or any part thereof without the prior written consent of the other. 46. Succession: This Agreement shall be binding on and inure to the benefit of heirs, executors, administrators and assigns of the parties hereto. 47. Third Party Beneficiary: Nothing in this Agreement is intended to, nor shall anything in this Agreement be construed to, benefit any third party. Request for Proposals Vehicle Tracking System Page 36

37 48. Ambiguities: The parties have each carefully reviewed this Agreement and have agreed to each term of this Agreement. Both parties have had the opportunity to engage counsel and negotiated the term of the Agreement. No ambiguity shall be presumed to be construed against either party. 49. Integration: The Agreement Documents embody the entire agreement of the parties in relation to the scope of services herein described, and no other understanding whether verbal, written or otherwise exists between the parties. 50. Relationship Between the Parties: Nothing in these Agreement Documents is intended to create, and nothing herein shall be considered as creating, any partnership, joint venture or agency relationship between the TCTA and Consultant. 51. Modification: No waiver, alteration, modification or termination of this Agreement shall be valid unless made in writing and signed by the authorized parties hereof. 52. Headings and Subtitles: Headings and subtitles to the Articles of this Agreement have been used for convenience only and do not constitute matter to be considered as interpreting this Agreement. 53. Sole and Only Agreement: This instrument contains the sole and only agreement of the parties and correctly sets forth the rights, duties and obligations of each party to the other as of this date. Any prior agreements, policies, negotiations and/or representations are expressly set forth in this Agreement. Request for Proposals Vehicle Tracking System Page 37

38 54. Acceptance of Agreement: The undersigned, having read the foregoing, accept and agree to the terms set forth therein. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the administrators for the parties hereto and no oral understanding or agreement not incorporated herein shall be binding on any of the parties thereto. In witness hereof, the parties have caused their authorized representatives to execute this Agreement on the day of, For the Consultant: Legal Name of Firm Signature Street Address Name (typed) City, State, Zip Code Title For the TCTA: Tuolumne County Transit Agency Approval Recommended: Chair of the TCTA Date: Executive Director Approved as to Legal Form: TCTA Legal Counsel By: Date: Request for Proposals Vehicle Tracking System Page 38

39 Exhibit A Standard Insurance Requirements Consultant at its own expense, shall procure, and maintain for the duration of the Agreement, the following insurance policies and endorsements with insurers licensed in the State of California possessing a Best s rating of no less than A:VII: A. Workers' Compensation Coverage - Worker s Compensation Insurance and Employer s Liability Insurance for employees in accordance with the laws of the State of California (including requiring any authorized subcontractor to obtain such insurance for its employees). B. General Liability Coverage - Commercial general liability insurance with a minimum liability limit per occurrence of one million dollars ($1,000,000) for bodily injury and one hundred thousand dollars ($100,000) for property damage. If a commercial general liability insurance form or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Coverage shall be included for premises, operations and broad form contractual. C. Automobile Liability Coverage - Automobile liability insurance with a minimum liability limit per occurrence of one million dollars ($1,000,000) for bodily injury and one hundred thousand dollars ($100,000) for property damage, and including coverage for owned, hired and non-owned vehicles. D. Professional Liability Coverage - Professional errors and omissions liability for protection against claims alleging negligent acts, errors or omissions which may arise under this Agreement, whether by the insured s employees or subcontractors, with a minimum liability limit per occurrence of one million dollars ($1,000,000). E. Policy Endorsements: Each general liability and automobile liability insurance policy shall be endorsed with the following specific provisions: 1) The TCTA, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds ( TCTA additional insureds ). 2) This policy shall be considered, and include a provision it is, primary as respects the TCTA additional insureds, and shall not include any special limitations to coverage provided to the TCTA additional insureds. Any insurance maintained by the TCTA, including any self-insured retention Request for Proposals Vehicle Tracking System Page 39

40 the TCTA may have, shall be considered excess insurance only and shall not contribute with it. 3) This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 4) The insurer waives all rights of subrogation against the TCTA additional insureds. 5) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the TCTA additional insureds. 6) The insurance policy and endorsements shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days written notice has been given to the Executive Director by registered mail, return receipt requested, at 2 South Green Street, Sonora, CA, Request for Proposals Vehicle Tracking System Page 40

41 Exhibit A Standard Insurance Requirements (continued) F. Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the Executive Director. At the TCTA s option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions. G. Evidence of Insurance: Consultant shall provide policies and certificates of insurance with original endorsements or other evidence of insurance coverage as required by the Executive Director. Required evidence of insurance shall be filed with the Executive Director on or before commencement of performance of this Agreement. Current evidence of insurance shall be kept on file with the Executive Director at all times during the term of this Agreement. H. Unsatisfactory Policies: If at any time any of the policies or endorsements be unsatisfactory as to form or substance, of if an issuing company shall be unsatisfactory, to the Executive Director, a new policy or endorsement shall be promptly obtained and evidence submitted to the Executive Director for approval. I. Failure to Comply: Upon failure to comply with any of these insurance requirements, this Agreement may be forthwith declared suspended or terminated. Failure to obtain and/or maintain any required insurance shall not relieve any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the indemnification obligations. Request for Proposals Vehicle Tracking System Page 41

42 Exhibit D Certification Regarding Department, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions Instructions for Certification 1. By signing and submitting this proposal, the prospective lower tier participant is providing the 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, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal is submitted 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," "participant," "person," "primary 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 You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 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 by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting his proposal that it will include this 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 Nonprocurement List. Request for Proposals Vehicle Tracking System Page 42

43 8. Nothing contained in the foregoing shall be construed to require establishment of a 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 other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Covered Transactions (1) The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Request for Proposals Vehicle Tracking System Page 43

44 Exhibit E Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions A. The definitions and prohibitions contained in the clause, at FAR , Limitation on Payments to Influence Certain Federal Transactions are hereby incorporated by reference in paragraph (b) of this certification. B. The offeror, by signing its offer, hereby certifies to the best of his or her knowledge and belief that on or after, 2013 (1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence 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 on his or her behalf 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 (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to any person for influencing or attempting to influence 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 on his or her behalf in connection with this solicitation, the offeror shall complete and submit, with its offer, OMB standard form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and (3) He or she will include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shall certify and disclose accordingly. C. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by section 1352, title 31, United States Code. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure form to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure. Request for Proposals Vehicle Tracking System Page 44

45 Exhibit F Terms and Conditions of Purchase ARTICLE 1 The materials, supplies or services covered by this order shall be furnished by Seller subject to all the terms and conditions set forth in this order including the following, which Seller, in accepting this order, agrees to be bound by and to comply with in all particulars and no other terms or conditions shall be binding upon the parties unless hereafter accepted by them in writing. Written acceptance or shipment of all or any portion of the materials or supplies, or the performance of all or any portion of the services, covered by this order shall constitute unqualified acceptance of all its terms and conditions. The terms of any proposal referred to in this order are included and made a part of the order only to the extent it specifies the materials, supplies, or services ordered, the price therefore, and the delivery thereof, and then only to the extent that such terms are consistent with the terms and conditions of this order. ARTICLE 2 INSPECTION The services, materials and supplies furnished shall be exactly as specified in this order free from all defects in Seller's performance, design, workmanship and materials, and, except as otherwise provided in this order, shall be subject to inspection and test by TCTA at all times and places. If, prior to final acceptance, any services and any materials and supplies furnished therewith are found to be incomplete, or not as specified, TCTA may reject them, require Seller to correct them without charge, or require delivery of such materials, supplies, or services at a reduction in price which is equitable under the circumstances. If Seller is unable or refuses to correct such items within a time deemed reasonable by TCTA, TCTA may terminate the order in whole or in part. Seller shall bear all risks as to rejected services and, in addition to any costs for which Seller may become liable to TCTA under other provisions of this order, shall reimburse TCTA for all transportation costs, other related costs incurred, or payments to Seller in accordance with the terms of this order for unaccepted services and materials and supplies incidental thereto. Notwithstanding final acceptance and payment, Seller shall be liable for latent defects, fraud or such gross mistakes as amount to fraud. ARTICLE 3 - CHANGES TCTA may make changes within the general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of this order, an equitable adjustment in the price or delivery or both shall be made. No change by Seller shall be allowed without written approval of TCTA. Any claim of Seller for an adjustment under this Article must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless TCTA waives this condition in writing. Nothing in this Article shall excuse Seller from proceeding with performance of the order as changed hereunder. Request for Proposals Vehicle Tracking System Page 45

46 ARTICLE 4 - TERMINATION A. TCTA may, by written notice stating the extent and effective date, cancel and/or terminate this order for convenience in whole or in part, at any time. TCTA shall pay Seller as full compensation for performance until such termination: (1) The unit or pro rata order price for the performed and accepted portion; and (2) A reasonable amount, not otherwise recoverable from other sources by Seller as approved by TCTA, with respect to the unperformed or unaccepted portion of this order, provided compensation hereunder shall in no event exceed the total order price. B. TCTA may by written notice terminate this order for Seller's default, in whole or in part, at any time, if Seller refuses or fails to comply with the provisions of this order, or so fails to make progress as to endanger performance and does not cure such failure within a reasonable period of time, or fails to perform the services within the time specified or any written extension thereof. In such event, TCTA may purchase or otherwise secure services and, except as otherwise provided herein, Seller shall be liable to TCTA for any excess costs occasioned TCTA thereby. If, after notice of termination for default, TCTA determines that the Seller was not in default or that the failure to perform this order was due to causes beyond the control and without the fault or negligence of Seller (including, but not restricted to, acts of God or of the public enemy, acts of TCTA, acts of Government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, and delays of a subcontractor or supplier due to such causes and without the fault or negligence of the subcontractor or supplier), termination shall be deemed for the convenience of TCTA, unless TCTA shall determine that the services covered by this order were obtainable by Seller from other sources in sufficient time to meet the required performance schedule. C. If TCTA determines that Seller has been delayed in the work due to causes beyond the control and without the fault or negligence of Seller, TCTA may extend the time for completion of the work called for by this order, when promptly applied for in writing by Seller; any extension granted shall be effective only if given in writing. If such delay is due to failure of TCTA, not caused or contributed to by Seller, to perform services or deliver property in accordance with the terms of the order, the time and price of the order shall be subject to change under the Changes Article. Sole remedy of Seller in event of delay by failure of TCTA to perform shall, however, be limited to any money actually and necessarily expended in the work during the period of delay, solely by reason of the delay. No allowance will be made for anticipated profits. D. The rights and remedies of TCTA provided in this Article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order. Request for Proposals Vehicle Tracking System Page 46

47 E. As used in this Article, the word "Seller" includes Seller and its subsuppliers at any tier. ARTICLE 5 - LIABILITY FOR TCTA - FURNISHED PROPERTY Seller assumes complete liability for any tooling, articles or material furnished by TCTA to Seller in connection with this order and Seller agrees to pay for all such tooling, articles or material damaged or spoiled by it or not otherwise accounted for to TCTA satisfaction. The furnishing to Seller of any tooling, articles, or material in connection with this order shall not, unless otherwise expressly provided, be construed to vest title thereto in Seller. ARTICLE 6 TITLE Title to the material and supplies purchased hereunder shall pass directly from Seller to TCTA at the f.o.b. point shown, or as otherwise specified in this order, subject to the right of TCTA to reject upon inspection. ARTICLE 7 - PAYMENT, EXTRA CHARGES, DRAFTS Seller shall be paid, upon submission of acceptable invoices, for materials and supplies delivered and accepted or services rendered and accepted. TCTA will not pay cartage, shipping, packaging or boxing expenses, unless specified in this order. Drafts will not be honored. Invoices must be accompanied by shipping documents or photocopies of such, if transportation is payable and charged as a separate item. ARTICLE 8 - CHARACTER OF SERVICES Seller, as an independent contractor, shall furnish all equipment, personnel and material sufficient to provide the services expeditiously and efficiently during as many hours per shift and shifts per week and at such locations as TCTA may so require and designate. ARTICLE 9 - FORCED, CONVICT, AND INDENTURED LABOR A. By accepting this order, Seller hereby certifies that no foreign-made equipment, materials, or supplies furnished to TCTA pursuant to this order will be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. B. Any Seller contracting with TCTA who knew or should have known that the foreign-made equipment, materials, or supplies furnished to TCTA were produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction, when entering into a contract pursuant to the above, may have any or all of the following sanctions imposed: (1.) The contract under which the prohibited equipment, materials, or supplies were provided may be voided at the option of TCTA. (2.) Seller may be removed from consideration for TCTA contracts for a period not to exceed 360 days. ARTICLE 10 - INDEMNITY A. General. Seller shall defend, indemnify, and hold harmless TCTA, its officers, employees, and agents, from and against all losses, expenses (including attorneys' fees), Request for Proposals Vehicle Tracking System Page 47

48 damages, and liabilities of any kind resulting from or arising out of this agreement and/or Seller's performance hereunder, provided such losses, expenses, damages and liabilities are due or claimed to be due to the negligent or willful acts or omissions of Seller, its officers, employees, agents, subcontractors, or anyone directly or indirectly employed by them, or any person or persons under Seller's direction and control. B. Proprietary Rights. Seller shall indemnify, defend, and hold harmless TCTA, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) resulting from any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation, that Seller's furnishing or supplying TCTA with parts, goods, components, programs, practices, or methods under this order or TCTA use of such parts, goods, components, programs, practices, or methods supplied by Seller under this order constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party. The foregoing shall not apply unless TCTA has informed Seller as soon as practicable of the suit or action alleging such infringement. Seller shall not settle such suit or action without the consent of TCTA. TCTA retains the right to participate in the defense against any such suit or action. C. Products. Seller shall fully indemnify, defend, and hold harmless TCTA from and against any and all claim, action, and liability, for injury, death, and property damage, arising out of the dispensing or use of any of Seller's product provided under authorized TCTA orders. In addition to the liability imposed by law on the Seller for damage or injury (including death) to persons or property by reason of the negligence, willful acts or omissions, or strict liability of the Seller or his agents, which liability is not impaired or otherwise affected hereby, the Seller hereby assumes liability for and agrees to save TCTA harmless and indemnify it from every expense, liability or payment by reason of any damage or injury (including death) to persons or property suffered or claimed to have been suffered through any act or omission of the Seller. TCTA agrees to provide Seller with prompt notice of any such claims and to permit Seller to defend any claim or suit, and that it will cooperate fully in such defense. ARTICLE 11 - DECLARED VALUATION OF SHIPMENTS Except as otherwise provided on the face of this order, all shipments by Seller under this order for TCTA account shall be made at the maximum declared value applicable to the lowest transportation rate or classification and the bill of lading shall so note. ARTICLE 12 WARRANTY Seller agrees that the supplies or services furnished under this order shall be covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies or services, or such other more favorable warranties as specified in this order. The rights and remedies so provided are in addition to and do not limit any rights afforded to TCTC by any other article of this order. Such warranties will be effective notwithstanding prior inspection and/or acceptance of the services or supplies by TCTA. Request for Proposals Vehicle Tracking System Page 48

49 ARTICLE 13 - ASSIGNMENT AND SUBCONTRACTING This order is assignable by TCTA. Except as to any payment due hereunder, this order may not be assigned or subcontracted by Seller without written approval of TCTA. In case such consent is given, it shall not relieve Seller from any of the obligations of this Agreement and any transferee or subcontractor shall be considered the agent of Seller and, as between the parties hereto, Seller shall be and remain liable as if no such transfer or subcontracting had been made. ARTICLE 14 - EQUAL OPPORTUNITY AFFIRMATIVE ACTION Seller shall not maintain or provide racially segregated facilities for employees at any establishment under its control. Seller agrees to adhere to the requirements set forth in Executive Orders and 11375, and with respect to activities occurring in the State of California, to the California Fair Employment and Housing Act (Government Code section et seq.). Expressly, Seller shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, ancestry, medical condition (as defined by California Code section 12925f]), marital status, age, physical and mental handicap in regard to any position for which the employee or applicant for employment is qualified, or because he or she is a disabled veteran or veteran of the Vietnam era. Seller shall further specifically undertake affirmative action regarding the hiring, promotion and treatment of minority group persons, women, the handicapped, and disabled veterans and veterans of the Vietnam era. Seller shall communicate this policy in both English and Spanish to all persons concerned within its company, with outside recruiting services, and the minority community at large. Seller shall provide TCTA on request a breakdown of its labor force by groups, specifying the above characteristics within job categories, and shall discuss with TCTA its policies and practices relating to its affirmative action programs. ARTICLE 15 The clauses contained in the following paragraphs of the Federal Acquisition Regulations are incorporated by reference. The full text is available upon request: FAR Contract Work Hours and Safety Standards Act FAR Equal Opportunity FAR Clean Air and Water (If order exceeds $100,000) ARTICLE 16 - WORK ON TCTA OR GOVERNMENT PREMISES If Seller's work under this order involves performance by Seller at TCTA or United States Government owned sites or facilities, the following provisions shall apply: A. Liens. Seller agrees that at any time upon request of TCTA he will submit a sworn statement setting forth the work performed or material furnished by subcontractors, suppliers and material men, and the amount due and to become due to each, and that before the final payment called for hereunder, will if requested, submit to TCTA a complete set of vouchers showing what payments have been made for materials and labor used in connection with the work called for hereunder. Seller shall: Request for Proposals Vehicle Tracking System Page 49

50 (1) Indemnify and hold harmless TCTA from all claims, demands, causes of action or suits, of whatever nature, arising out of the services, labor and materials furnished by Seller or its subcontractors under this order, and from all laborers', materialmen's and mechanics' liens upon the real property upon which the work is located or any other property of TCTA; (2) Promptly notify TCTA in writing, of any such claims, demands, causes of action, or suits brought to its attention. Seller shall forward with such notification copies of all pertinent papers received by Seller with respect to any such claims, demands, causes of action or suits and, at the request of TCTA shall do all things and execute and deliver all appropriate documents and assignments in favor of TCTA of all Seller's rights and claims growing out of such asserted claims as will enable TCTA to protect its interest by litigation or otherwise. The final payment shall not be made until Seller, if required, shall deliver to TCTA a complete release of all liens arising out of this order, or receipts in full in lieu thereof, as TCTA may require, and if required in either case, an affidavit that as far as it has knowledge or information, the receipts include all the labor and materials for which a lien could be filed; but Seller may, if any subcontractor refuses to furnish a release or receipt in full, furnish a bond satisfactory to TCTA to indemnify it against any claim by lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Seller shall refund to TCTA all monies that the latter may be compelled to pay in discharging such lien or claim, including all costs and reasonable attorneys' fees. B. Cleaning Up. Seller shall at all times keep TCTA premises where the work is performed and adjoining premises free from accumulations of waste material or rubbish caused by its employees or work of any of its subcontractors, and, at the completion of the work; shall remove all rubbish from and about the building and all its and its subcontractors' tools, scaffolding, and surplus materials, and shall leave the work "broom clean" or its equivalent, unless more exactly specified. In case of dispute between Seller and the subcontractors employed on or about the structure or structures upon which the work is to be done, as herein provided, as to responsibility for the removal of the rubbish, or in case the same be not promptly removed as herein required, TCTA may remove the rubbish and charge the cost to Seller. C. Employees. Seller shall not employ on the work any unfit person or anyone not skilled in the work assigned to him or her, and shall devote only its best-qualified personnel to work under this order. Should TCTA deem anyone employed on the work incompetent or unfit for his or her duties and so inform Seller, Seller shall immediately remove such person from work under this order and he or she shall not again, without written permission of TCTA, be assigned to work under this order. It is understood that if employees of TCTA shall perform any acts for the purpose of discharging the responsibility undertaken by the Seller in this Article 15, whether requested to perform such acts by the Seller or not, such employees of TCTA while performing such acts shall be considered the agents and servants of the Seller subject to the exclusive control of the Seller. Request for Proposals Vehicle Tracking System Page 50

51 D. Safety, Health and Fire Protection. Seller shall take all reasonable precautions in the performance of the work under this order to protect the health and safety of employees and members of the public and to minimize danger from all hazards to life and property, and shall comply with all health, safety, and fire protection regulations and requirements (including reporting requirements) of TCTA. In the event that Seller fails to comply with said regulations or requirements of TCTA, TCTA may, without prejudice to any other legal or contractual rights of TCTA, issue an order stopping all or any part of the work; thereafter a start order for resumption of work may be issued at the discretion of TCTA. Seller shall make no claim for extension of time or for compensation or damages by reason of or in connection with such work stoppage. The safety of all persons employed by Seller and its subcontractors on TCTA premises, or any other person who enters upon TCTA premises for reasons relating to this order, shall be the sole responsibility of Seller. Seller shall at all times maintain good order among its employees and shall not employ on the work any unfit person or anyone not skilled in the work assigned to him or her. Seller shall confine its employees and all other persons who come onto TCTA premises at Seller's request or for reasons relating to this order and its equipment to that portion of TCTA premises where the work under this order is to be performed or to roads leading to and from such work sites, and to any other area which TCTA may permit Seller to use. Seller shall take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or any other person who enters upon TCTA premises. Such measures and precautions shall include, but shall not be limited to, all safeguards and warnings necessary to protect workers and others against any conditions on Owner's premises which could be dangerous and to prevent accidents of any kind whenever work is being performed in proximity to any moving or operating machinery, equipment or facilities, whether such machinery, equipment or facilities are the property of or are being operated by, the Seller, its subcontractors, TCTA or other persons. To the extent compliance is required. Seller shall comply with all TCTA safety rules and regulations when on TCTA premises. ARTICLE 17 - INSURANCE Seller shall defend, indemnify, and hold TCTA, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages that are caused by or result from the negligent or intentional acts or omissions of Seller, its officers, agents, or employees. Seller, at its sole cost and expense, shall insure its activities in connection with the work under this order and obtain, keep in force, and maintain insurance as follows: A. Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows: Each Occurrence $ 1,000, Products/Completed Operations Aggregate $ 2,000, Personal and Advertising Injury $ 1,000, General Aggregate (Not applicable to the Comprehensive Form) $ 2,000, Request for Proposals Vehicle Tracking System Page 51

52 If the above insurance is written on a claims-made form, it shall continue for three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this Agreement. B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit of not less than 1,000, dollars ($1,000,000.00) per occurrence. (REQUIRED ONLY IF SELLER DRIVES ON TCTA PREMISES IN THE COURSE OF PERFORMING WORK FOR TCTC). C. Professional Liability Insurance with a limit of 1,000,000 dollars ($1,000,000) per occurrence and in the aggregate. If this insurance is written on a claims-made form, it shall continue for three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this Agreement. D. Workers' Compensation as required by California State law. It is understood that the coverage and limits referred to under a., b., and c. above shall not in any way limit the liability of Seller. Seller shall furnish TCTA with certificates of insurance evidencing compliance with all requirements prior to commencing work under this Agreement. Such certificates shall: (1) Provide for thirty (30)-days advance written notice to TCTA of any modification, change, or cancellation of any of the above insurance coverage. (2)Indicate that TCTA of TCTA of California has been endorsed as an additional insured for the coverage referred to under a. and b. This provision shall only apply in proportion to and to the extent of the negligent acts or omissions of Seller, its officers, agents, or employees. (3)Include a provision that the coverage will be primary and will not participate with nor be excess over any valid and collectible insurance or program of selfinsurance carried or maintained by TCTA. ARTICLE 18 PERMITS Seller agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of the United States and of the state, territory and political subdivision in which the work under this order is performed. Seller shall be liable for all damages and shall indemnify and save TCTA harmless from and against all damages and liability which may arise out of failure of Seller to secure and pay for any such licenses or permits or to comply fully with any and all applicable laws, ordinances and regulations. ARTICLE 19 COOPERATION Request for Proposals Vehicle Tracking System Page 52

53 Seller and its subcontractors, if any, shall cooperate with TCTA and other vendors and contractors on the premises and shall so carry on their work that other cooperating vendors and contractors shall not be hindered, delayed or interfered with in the progress of their work, and so that all of such work shall be a finished and complete job of its kind. ARTICLE 20 - WAIVER OF DEFAULT Any failure of TCTA at any time, or from time to time, to enforce or require the strict keeping and performance by Seller of any of the terms or conditions of this order shall not constitute a waiver by TCTA of a breach of any such terms or conditions and shall not affect or impair such terms or conditions in any way, or the right of TCTA at any time to avail itself of such remedies as it may have for any such breach or breaches of such terms or conditions. ARTICLE 21 TAXES Seller shall pay all contributions, taxes and premiums payable under federal, state and local laws measured upon the payroll of employees engaged in the performance of work under this order, and all applicable sales, use, excise, transportation, privilege, occupational and other taxes applicable to materials and supplies furnished or work performed hereunder and shall save TCTA harmless from liability for any such contributions, premiums, and taxes. ARTICLE 22 - OTHER APPLICABLE LAWS Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulations shall be deemed to be incorporated herein. ARTICLE 23 - GOVERNING LAW The law of the State of California shall control this Appendix and any document to which it is appended. Request for Proposals Vehicle Tracking System Page 53

54 Exhibit G Additional Terms and Conditions Data Security ARTICLE 1 ACKNOWLEDGMENT OF ACCESS TO INFORMATION CHARACTERIZED AS COVERED DATA Contractor acknowledges that its contract/purchase order with Tuolumne County Transit Agency ( Agreement ) may allow the Contractor access to confidential TCTA information including, but not limited to, personal information, health care information, or financial information notwithstanding the manner in which or from whom it is received by Contractor ( Covered Data ) which is subject to state laws that restrict the use and disclosure of such information, including the California Information Practices Act (California Civil Code Section 1798 et seq.) and the California Constitution Article 1, Section 1. Contractor further acknowledges the applicability to this Agreement of Federal privacy laws such as the Gramm-Leach-Bliley Act (Title 15, United States Code, Sections 6801(b) and 6805(b)(2)) applicable to financial transactions and the Family Educational Rights and Privacy Act (Title 20, United States Code, Section 1232g) applicable to student records and information from student records. Contractor shall maintain the privacy of, and shall not release, Covered Data without full compliance with all applicable state and federal laws, TCTA policies, and the provisions of this Agreement. Contractor agrees that it will include all of the terms and conditions contained in this appendix in all subcontractor or agency contracts providing services under this Agreement. ARTICLE 2 PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF COVERED DATA AND INFORMATION Contractor agrees to hold Covered Data received from or created on behalf of TCTA in strictest confidence. Contractor shall not use or disclose Covered Data except as permitted or required by the Agreement or as otherwise authorized in writing by TCTA. If required by a court of competent jurisdiction or an administrative body to disclose Covered Data, Contractor will notify TCTA in writing prior to any such disclosure in order to give TCTA an opportunity to oppose any such disclosure. Any work using, or transmission or storage of, Covered Data outside the United States is subject to prior written authorization by TCTA. ARTICLE 3 SAFEGUARD STANDARD Contractor agrees that it will protect the Covered Data according to commercially acceptable standards and no less rigorously than it protects its own confidential information, but in no case less than reasonable care. Contractor shall develop, implement, maintain and use appropriate administrative, technical and physical security measures which may include but not be limited to encryption techniques, to preserve the confidentiality, integrity and availability of all such Covered Data. ARTICLE 4 RETURN OR DESTRUCTION OF COVERED DATA AND INFORMATION Upon termination, cancellation, expiration or other conclusion of the Agreement, Contractor shall return the Covered Data to TCTA unless TCTA requests that such data be destroyed. This provision shall also apply to all Covered Data that is in the possession of subcontractors or Request for Proposals Vehicle Tracking System Page 54

55 agents of Contractor. Contractor shall complete such return or destruction not less than thirty (30) days after the conclusion of this Agreement. Within such thirty (30) day period, Contractor shall certify in writing to TCTA that such return or destruction has been completed. ARTICLE 5 REPORTING OF UNAUTHORIZED DISCLOSURES OR MISUSE OF COVERED DATA AND INFORMATION Contractor shall report, either orally or in writing, to TCTA any use or disclosure of Covered Data not authorized by this Agreement or in writing by TCTA, including any reasonable belief that an unauthorized individual has accessed Covered Data. Contractor shall make the report to TCTA immediately upon discovery of the unauthorized disclosure, but in no event more than two (2) business days after Contractor reasonably believes there has been such unauthorized use or disclosure. Contractor s report shall identify: (i) The nature of the unauthorized use or disclosure, (ii) TCTA Covered Data used or disclosed, (iii) Who made the unauthorized use or received the unauthorized disclosure, (iv) What Contractor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) What corrective action Contractor has taken or shall take to prevent future similar unauthorized use or disclosure. Contractor shall provide such other information, including a written report, as reasonably requested by TCTA. ARTICLE 6 EXAMINATION OF RECORDS TCTA and, if the applicable contract or grant so provides, the other contracting party or grantor (and if that be the United States, or an agency or instrumentality thereof, then the Controller General of the United States) shall have access to and the right to examine any pertinent books, documents, papers, and records of Contractor involving transactions and work related to this Agreement until the expiration of five years after final payment hereunder. Contractor shall retain project records for a period of five years from the date of final payment. ARTICLE 7 ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS Contractor shall make itself and any employees, subcontractors, or agents assisting Contractor in the performance of its obligations under the Agreement available to TCTA at no cost to TCTA to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings against TCTA, its directors, officers, agents or employees based upon a claimed violation of laws relating to security and privacy and arising out of this Agreement. ARTICLE 8 NO THIRD-PARTY RIGHTS Nothing in this Agreement is intended to make any person or entity who is not signatory to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law. ARTICLE 9 ATTORNEY'S FEES In any action brought by a party to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs, including the reasonable value of any services Request for Proposals Vehicle Tracking System Page 55

56 provided by in-house counsel. The reasonable value of services provided by in-house counsel shall be calculated by applying an hourly rate commensurate with prevailing market rates charged by attorneys in private practice for such services. ARTICLE 10 INDEMNITY Contractor shall indemnify, defend and hold TCTA harmless from all lawsuits, claims, liabilities, damages, settlements, or judgments, including TCTA costs and attorney fees, which arise as a result of Contractor s negligent acts or omissions or willful misconduct. ARTICLE 11 SURVIVAL The terms and conditions set forth in this Appendix shall survive termination of the Agreement between the parties. Request for Proposals Vehicle Tracking System Page 56