Request for Proposals No. 13-016

Security Services—El Monte Transit Store

Proposal Receipt Deadline December 18, 2012 2:00 p.m., PST

5630871 RFP: 13-016 El Monte Security Services

PART I. INSTRUCTIONS TO PROPOSERS

SEC. 1 REQUEST FOR PROPOSALS AND SCOPE OF WORK

Foothill Transit is issuing a Request for Proposals No. 13-016 (RFP) from qualified firms or individuals to provide security services at Foothill Transit’s El Monte Transit Store located in the El Monte Transit Center, 3501 Santa Anita Avenue, El Monte, California 91731. Services to be provided are described in detail in the Scope of Services set forth in Exhibit A to this RFP. The services to be performed shall be for an initial term of two (2) years commencing on February 1, 2013, with three (3) one-year options to be exercised at the sole discretion of Foothill Transit. Proposals shall consist of the elements as described in Section 6 of the RFP. Proposals submitted in response to this RFP will be judged the most outstanding in meeting the overall objectives of the RFP while providing the best value to Foothill Transit. An Evaluation Committee will review and rate all proposals using the criteria noted in Section 9 of the RFP.

Foothill Transit operates a Transit Store at the Los Angeles County Metropolitan Transportation Authority’s (MTA) El Monte Transit Center. Although the Transit Center itself is fully owned and operated by the MTA, Foothill Transit is solely responsible for the operation of its Transit Store. The El Monte Transit Center is a regional transportation hub providing connecting service for MTA and Foothill Transit in the San Gabriel Valley. The Transit Center operates 24 hours a day 7 days a week. Security services for the general operation of the El Monte Transit Center is paid for and provided by MTA. The property is patrolled and monitored by the Los Angeles County Sheriff’s Department Transit Services Bureau (LASD–TSB) and is supplemented by a private security firm. Due to the high volume of visitors to the facility, Foothill Transit has found it necessary to establish a level of security specifically for the safety and wellbeing of the Foothill Transit Store employees and customers. Accordingly, Foothill Transit has determined that it is appropriate that it contract for security services for the Transit Store during all the Transit Store’s hours of operation.

SEC. 2 DEFINITIONS

As used in this Request for Proposals:

A. Contract. The term "Contract" means the agreement to be entered into by Foothill Transit and the successful Proposer for the scope of services described in this RFP.

B. Contractor. The term "Contractor" means the individual, firm, company, corporation, partnership, or association executing the Contract as an entity providing the scope of services specified in this RFP.

5630871 RFP: 13-016 El Monte Security Services

C. Days. The term "Days" means Business days recognized by Foothill Transit— Monday through Friday excluding the following holidays: New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day..

D. Foothill Transit. The term “Foothill Transit” means the local transportation zone created under a joint powers agreement pursuant to California State law with its principal place of business in West Covina, California.

E. Interested Party. The term “interested party” means any person (1) who is an actual or prospective Proposer in this procurement; and (2) whose direct economic interest would be affected by the award of the Contract or by a failure to award the Contract.

F. Proposal. The term “Proposal” means a response to this RFP submitted by a Proposer.

G. Proposer. The term ”Proposer” means any individual or entity that actually submits a Proposal to Foothill Transit in response to this RFP.

H. Prospective Proposer. The term "Prospective Proposer" shall refer to any person who takes one or more of the following actions: (1) receives this RFP by direct mail; or (2) registers with Foothill Transit as a vendor of the services being solicited in this RFP.

I. RFP. The term "RFP" means this Request for Proposals.

SEC. 3 SCHEDULE OF EVENTS

Event: Date Request for Proposals issued by Foothill Transit 11/27/12 Deadline for receipt of written questions and requests for addenda 12/04/12 Foothill Transit responses and/or addenda issued 12/11/12 Proposals due –2:00 p.m. PST 12/18/12

Interviews (if necessary) Week of 1/07/13

Tentative Contract Award 1/25/13

Foothill Transit reserves the right to alter the dates shown above by written notice.

SEC. 4 GENERAL PROPOSAL CONDITIONS

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A. Notwithstanding any other provision of this RFP, all Proposers are hereby specifically advised that this RFP is an informal solicitation for proposals only, and is not intended and is not to be construed as an offer to enter into an agreement or engage into any formal competitive bidding or negotiation pursuant to any statute, ordinance, rule or regulation.

B. Responses to the RFP shall be made according to the instructions contained herein. Failure to adhere to instructions may be cause for rejection of any Proposal.

C. Proposers understand and agree that submission of a Proposal will constitute acknowledgment and acceptance of, and a willingness to comply with, all the terms, conditions, and criteria contained in this RFP, except as otherwise specified in the Proposal. Any and all parts of the submitted Proposal may become part of any subsequent contract between the selected Proposer and Foothill Transit.

D. False, misleading, incomplete, or unresponsive statements in connection with a Proposal may be sufficient cause for rejection of the Proposal. The evaluation and determination of the fulfillment of the above requirement will be Foothill Transit's responsibility, and its judgment shall be final.

E. Proposals shall provide a straightforward, concise delineation of the Proposer's capability to satisfy the requirements of this RFP. Each Proposal shall be submitted in the requested format and provide all pertinent information, including but not limited to information relating to capability, experience, financial resources, management structure and key personnel, and other information as specified in Section 6 and otherwise required in this RFP. Each Proposal shall be signed in ink by a duly authorized officer of the Proposer.

SEC. 5 SUBMISSION OF PROPOSALS

A. Proposals in response to this RFP shall be considered received at the time actually received by the addressee. All Proposals and other communications should be addressed to Foothill Transit as follows:

Rashidi Barnes Director of Procurement Foothill Transit 100 South Vincent Avenue Suite 200 West Covina, CA 91790 (626) 931-7336 (Facsimile) [email protected]

B. Proposals, consisting of one bound original and four (4) copies of the signed original on compact disks must be received by Foothill Transit at its office address listed in paragraph A of this Section by 2:00 p.m., PST, December 18, 2012. 5630871 Page 3 RFP No. 13-016 El Monte Security Services

Proposals received after this specified date and time shall be considered late and shall not be considered for evaluation. Late Proposals shall be returned to the sender unopened. PROPOSERS SHOULD NOTE THAT FOOTHILL TRANSIT’S NORMAL BUSINESS HOURS ARE 8:00 A.M. TO 5:00 P.M., MONDAY THROUGH FRIDAY.

C. Each Proposal shall be in the form specified in this RFP, and in a sealed envelope with outside markings stating: (1) RFP 13-016; and (2) DO NOT OPEN WITH REGULAR MAIL addressed as indicated in Paragraph A of this Section.

SEC. 6 REQUIRED ELEMENTS OF PROPOSALS

Each Proposer shall provide a written Proposal, which includes the required elements, both in content and sequence, set forth in this Section. Each section of the Proposal as described herein shall be segregated and identified by a tabbed insert as to identify the item being addressed in the Proposal. A Proposal may be rejected and not reviewed by Foothill Transit if it modifies or fails to conform to each of the requirements set forth in this Section.

A. Cover Letter. Each Proposer shall submit a maximum two-page letter including the name and address of the organization submitting the Proposal; whether the organization is an individual, partnership, corporation or joint venture; a summary of the Proposer’s background; and the name, address and telephone number of the contact person who will be authorized to make representations for the organization.

B. Statement of Qualifications, Experiences and Organizational Relationships.

This Statement shall include, but not be limited to, the following information:

1. Experience. Each Proposer must briefly state their experience with this type of project. 2. Past Performance. Each Proposer must describe a minimum of three (3) projects that are similar in nature to that contemplated in this RFP it has performed within the last 36 months, including a short narrative describing the project, and the name of the entities for which the services were provided, including the name, address, phone number, e-mail address and fax number of the project manager for the client. 3. Management Experience. Each Proposer must identify and provide details concerning the experience of the individual or individuals who will be assigned to manage the Foothill Transit project.

C. Fee Proposal. Proposers are required to submit an individually sealed fee proposal for the services outlined in the Scope or Services. The fee proposal must be in a separate envelope with the marking. Proposers are required to submit proposed fees for each of the two (2) base years of the proposed Contract, and for

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three option years. The proposed fee must include the hourly cost for security services.

The fee proposal must be on a single CD, in a separate envelope, with the marking FEE PROPOSAL FOR RFP No. 13-016. Please note that the fee proposal must specifically identify the name of the Proposer. PROSPECTIVE PROPOSERS SHOULD SPECIFICALLY NOTE THAT IF THE FEE PROPOSAL IS NOT SUBMITTED IN A SEPARATELY SEALED ENVELOPE, THE ENTIRE PROPOSAL WILL BE REJECTED AND NOT REVIEWED BY FOOTHILL TRANSIT.

SEC. 7 CLARIFICATION AND ADDENDA PROCESS

A. A Proposer may submit to Foothill Transit a written request for an interpretation or clarification of, or an addendum to, this RFP. Any such request must be received by Foothill Transit no later than 2:00 p.m., PST, December 4, 2012. The request must be e-mailed to [email protected], or submitted in writing (including by facsimile) to the Foothill Transit contact listed in Section 5. The RFP number, 13-016, must be included in the subject field of all e-mail messages. Proposers should specifically note that Foothill Transit prefers that questions be submitted by e-mail.

B. Foothill Transit will review and prepare a written response to each request made by a Proposer pursuant to this Section. Foothill Transit's written determination will be mailed or otherwise furnished to all prospective Proposers by December 11, 2012

C. Foothill Transit reserves the right to make modifications or addenda to this RFP. If Foothill Transit determines it is appropriate to revise any portion of this RFP, either at the request of a Proposer or upon Foothill Transit's own initiative, Foothill Transit will issue, and make available to all prospective Proposers, a written addendum setting forth this revision. Proposers shall acknowledge receipt of addenda by written notice thereof returned to Foothill Transit. Where addenda require changes in the work to be performed under the Contract, the date set for receipt of Proposals may be postponed by such number of days as Foothill Transit determines are appropriate in order to enable prospective Proposers to revise Proposals.

D. Foothill Transit is not bound by any oral interpretations, clarifications, or changes made to this RFP by any Foothill Transit employee or Contractor. Any clarification or change to the RFP must be provided in writing pursuant to this section.

SEC. 8 COST OF PROPOSAL

Any costs incurred by Proposers in responding to this RFP shall be the Proposer's sole expense and will not be reimbursed by Foothill Transit.

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SEC. 9 CANCELLATION OF REQUEST FOR PROPOSALS

Foothill Transit reserves the right in its discretion to cancel this Request for Proposals in whole or in part.

SEC. 10 PROPOSAL REJECTION

Foothill Transit reserves the right in its discretion to accept or reject any and all Proposals submitted in response to the RFP, or refuse to enter into any contract resulting from any Proposal submitted, without expense to Foothill Transit.

SEC. 11 PROPOSAL WITHDRAWAL

The Proposer's authorized representative may, prior to the date and time set as the deadline for receipt of Proposals, modify or withdraw a Proposal in person, or by written or facsimile (FAX) notice to the individual listed in Section 5 at (626) 931-7336. If Proposals are modified or withdrawn in person, the authorized representative shall make his or her identity known and shall sign a receipt for the Proposal. Written or facsimile notices shall be received in Foothill Transit's office listed in Section 5, no later than the date scheduled as the Proposal receipt deadline. After the Proposal receipt deadline, Proposals may not be withdrawn for one hundred and twenty (120) calendar days.

SEC. 12 ACCEPTANCE OF PROPOSALS AND EVALUATION PROCESS

A. Foothill Transit reserves the sole right to evaluate and select the successful Proposer. An Evaluation Committee will evaluate all Proposals in accordance with the criteria set forth in Section 13. The Evaluation Committee will score the Proposals to develop a list of Proposers determined to be within the competitive range. The Proposers whose Proposals are found by Foothill Transit to be within the competitive range will be notified and any questions and/or requests for clarifications provided to them in writing. Each Proposer in the competitive range will be invited for a private presentation and interview with the Evaluation Committee to discuss answers to written or oral questions, clarifications, and any facet of its Proposal. Proposers should specifically note that Foothill Transit may select a Proposal for award without establishing a competitive range and/or without discussions or oral interviews.

B. After the completion of oral presentations, if conducted, the Evaluation Committee will make a recommendation for contract award.

C. The highest-rated Proposer will be invited to negotiate the final scope of work, schedule and fees with Foothill Transit. Upon selection of the highest-rated Proposer and acceptance in writing by Foothill Transit of the final offer to furnish any and all of the services described herein, the Parties shall promptly execute the final contract documents. The written contract shall bind the Proposer to furnish and deliver at the 5630871 Page 6 RFP No. 13-016 El Monte Security Services

price negotiated and in accordance with conditions of this RFP, any addenda hereto, the successful Proposer’s Proposal including, but not limited to, its price Proposal. If negotiations with the highest rated Proposal are not successful, Foothill Transit reserves the right to negotiate with the next best-qualified Proposer.

SEC. 13 EVALUATION CRITERIA

A. The evaluation of Proposals will be based on qualifications, demonstrated competence, and technical response to the RFP. It will be recommended that a contract be negotiated with the Proposer judged to be most outstanding in meeting the overall objectives of the RFP.

B. Evaluation of the Proposals will consist of the factors and weighted values specified below:

1. Qualifications and Experience 70 points.

2. Price 30 points

SEC. 14 RESTRICTIONS ON LOBBYING AND CONTACTS

A. During the period beginning on the date of the issuance of this RFP and ending on the date of the award of the contract, no person (or entity) submitting a Proposal in response to this RFP, nor any officer, employee, representative, agent, or Contractor representing such a person (or entity) shall contact through any means or engage in any discussion regarding this RFP, the evaluation or selection process, or the award of the contract with any member of the Foothill Transit Board or his or her personal staff. Any such contact shall be grounds for the disqualification of the Proposer.

B. During the period beginning on the date of the issuance of this RFP and ending on the date of the award of the contract, each person or entity described in subsection A shall limit his or her communication with Foothill Transit staff to the written clarification and amendment process described in Section 7, and the interview process described in Section 12. During such time period, any such person or entity is precluded from having any communications regarding this RFP, the evaluation or selection process, or the award of the contract with a member of the Foothill Transit Evaluation Committee. Any such unauthorized communication shall be grounds for the disqualification of the Proposer.

SEC. 15 OWNERSHIP OF PROPOSALS/PUBLIC RECORDS ACT

The Proposals received become the exclusive property of Foothill Transit. At such time as a contract award is awarded by Foothill Transit, all Proposals submitted in response to this RFP shall become a matter of public record and shall be regarded as public records, with the exception of those elements of each Proposal which are trade secrets as that term is defined in California Government Code 6254.7 and which are 5630871 Page 7 RFP No. 13-016 El Monte Security Services

so marked as “TRADE SECRET,” “CONFIDENTIAL” or “PROPRIETARY.” Foothill Transit shall not in any way be liable or responsible for the disclosure of any such records or portions thereof, including, without limitation, those so marked if disclosure is deemed required by law or by an order of a court. Proposals that indiscriminately identify all or most of the Proposal as exempt from disclosure without justification may be found technically unacceptable.

SEC. 16 PROTEST PROCEDURES

A copy of Foothill Transit’s Protest Procedures may be obtained at Foothill Transit’s website www.foothilltransit.org by clicking the link within the description of this procurement. (RFP 13-016)

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PART II– GENERAL TERMS AND CONDITIONS

NOTE THAT THIS PART CONTAINS PROPOSED GENERAL TERMS AND CONDITIONS THAT WILL BE INCLUDED IN THE AGREEMENT BETWEEN THE CONTRACTOR AND FOOTHILL TRANSIT. FOOTHILL TRANSIT RESERVES THE RIGHT TO MODIFY THE CONDITIONS STATED HEREIN, AND TO ADD OR DELETE CONDITIONS PRIOR TO CONTRACT EXECUTION.

SEC. 1 SCOPE OF WORK AND CONTRACT TERM

A. The scope of services to be performed by the Contractor shall be as set forth in Exhibit A to this Agreement. (NOW SET FORTH IN PART III OF THE RFP.) Foothill Transit may modify the scope from time to time as set forth in Section 9.

B. The Contractor will begin service on February 1, 2013 for a period of two years. At its sole discretion, Foothill Transit may exercise three (3) one (1) year options extending the term of the Contract. Foothill Transit will provide written notice to the Contractor of its intentions concerning the exercise of the options.

SEC. 2 REPRESENTATIVES AND NOTICES

A. Foothill Transit’s Representative

Foothill Transit’s Representative for supervision, direction, control, and approval of the work of the Contractor shall be its Transit Store Operations Manager.

B. Contractor’s Representative

Contractor hereby designates its ______as its representative to oversee the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement.

C. Delivery of Notices

All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:

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Contractor:

Foothill Transit: Araceli Lopez Transit Store Operations Manager 100 South Vincent Avenue Suite 200 West Covina, CA 91790 (626) 931-7223 (626) 931-7323 (fax)

Any notices required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand (including overnight courier service) during receiving Party's regular business hours or by facsimile before or during receiving Party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses set forth below, or to such other addresses as the Parties may, from time to time, designate in writing pursuant to the provisions of this Section. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

SEC. 3 COMPENSATION

A. FEES, AND TOTAL COMPENSATION TO BE NEGOTIATED AND AGREED TO PRIOR TO CONTRACT EXECUTION.

B. The Contractor shall submit monthly invoices to Foothill Transit, which describe the services provided by the Contractor during the previous month. Foothill Transit shall, within 30 days of receiving such statement, review the statement and pay approved charges thereon. Neither payment of amount due by Foothill Transit nor acceptance of any such payment by the Contractor shall constitute a waiver of any claim for errors or omission in invoices or payments. Foothill Transit may withhold payment that it believes were improper or were otherwise questionable.

C. No later than Thirty (30) days after receiving payment from Foothill Transit for work satisfactorily performed by any of its subcontractors for services rendered arising out of or related to this Agreement, Contractor shall make full payment to its subcontractors of all compensation due and owing under the relevant subcontract agreement, unless excused by Foothill Transit for good cause pursuant to provisions set out below. Contractor may only delay or postpone any payment obligation to any of its subcontractors for services rendered arising out of or related to this Agreement where, in Foothill Transit's sole estimation, good cause exists for such a delay or postponement. All such determinations on Foothill Transit's part that good cause exists for the delay or postponement of Contractor’s payment obligation to its subcontractor must be made in writing prior to the time when payment to the subcontractor would have been otherwise due by the Contractor. 5630871 Page 10 RFP No. 13-016 El Monte Security Services

SEC. 4 RESPONSIBILITIES OF CONTRACTOR

A. The Contractor shall, at all times during the term of the Contract, perform all work diligently, carefully, and in a professional manner, and shall furnish all labor, supervision necessary to complete the Scope of Work set forth in Exhibit A hereto.

B. The Contractor acknowledges that it is prohibited from using Foothill Transit’s name, logo, or images in the Contractor’s promotional materials, written or oral endorsements, customer profiles, online information, or sales collateral unless specifically authorized in writing by Foothill Transit’s Executive Director. The Contractor also acknowledges that Foothill Transit permits its contractors to cite Foothill Transit as a reference when the contractor responds to a bid or proposal. All requests for references will be coordinated by the Executive Director of Foothill Transit.

SEC. 5 LIQUIDATED DAMAGES

A. It is mutually understood and agreed by and between Foothill Transit and the Contractor that the provision of professional guard services to protect persons and property is a critical service and that in case of any failure on the part of the Contractor to ensure that such services are provided, Foothill Transit will be damaged thereby, and the safety of its employees and customers will be jeopardized. The amount of said damages, being difficult if not impossible of definite ascertainment and proof, it is hereby agreed that the amount of such damages due Foothill Transit shall be fixed as follows:

Incident Liquidated Damages Per Occurrence

Guard sleeping on duty $200 Guard failing to follow post order $200 Guard abandoning post $300 Failing to complete incident or daily report $100 Guard on duty in improper or soiled uniform $100 Guard late for duty one hour or less $150 Guard late more than one hour but less than two hours $200 Guard late for duty two hours or more $300 Guard failure to report for duty $350 Untrained guard assigned to post $300 Reassigning a previously suspended guard $200 Incomplete or improper background investigation of guard $300 Failure to provide sign-in register to support $300 Reading non-job related materials $100 Playing or using any audio or visual equipment $100 Personal use of cell phone $100 5630871 Page 11 RFP No. 13-016 El Monte Security Services

The Contractor hereby agrees to pay the aforestated amounts as fixed, agreed upon and liquidated damages, and not by way of penalty, to Foothill Transit and further authorizes Foothill Transit to deduct the amount of the damages from money due the Contractor under the Contract, computed as aforesaid. If the monies due the Contractor are insufficient or no monies are due the Contractor, the Contractor shall pay Foothill Transit the difference or the entire amount, whichever may be the case, within 30 (thirty) calendar days after receipt of a written demand by Foothill Transit.

SEC. 6 INDEPENDENT CONTRACTOR

The Contractor shall perform all of its services in its own name and as an independent contractor, and not in the name of, or as an agent for, Foothill Transit. Under the terms of the Contract, the Contractor is an independent contractor and has and retains full control and supervision of the services performed by and full control over the employment and direct compensation and discharge of all persons, other than Foothill Transit representatives, assisting in the performance of its services. The Contractor agrees to be solely responsible for all matters relating to wages, hours of work, and working conditions and payment of employees, including compliance with social security, all payroll taxes and withholdings, unemployment compensation, and all other requirements relating to such matters. The Contractor agrees to be responsible for its own acts and those of its subordinates, employees, and any and all sub- contractors during the term of the Contract.

SEC. 7 CONFIDENTIALITY

All ideas, memoranda, procedures, descriptions, computer program data, input record data, written information, and other documents and data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of Foothill Transit, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services. Nothing furnished to Contractor that is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. This provision shall not apply to information in whatever form that is already in the public domain, nor shall it restrict Contractor from giving notices required by law or complying with an order to provide information or data when such order is issued by a court, administrative agency or other authority with proper jurisdiction.

SEC. 8 DRUG AND ALCOHOL TESTING

In the event the terms of this Agreement require the performance of safety-sensitive functions as defined in 49 CFR Part 655, Contractor agrees to comply with Foothill Transit’s Drug and Alcohol Policy and the provisions of 49 CFR Part 655, produce any documentation necessary

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to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations and/or Foothill Transit to inspect the facilities and records associated with the implementation of the drug and alcohol testing process program as required under 49 CFR Part 655 and review the testing process.

SEC. 9 DISCLAIMER OF LIABILITY

Foothill Transit will not hold harmless or indemnify the Contractor for any liability whatsoever in connection with the performance of this Contract.

SEC. 10 INDEMNIFICATION

Contractor shall defend, indemnify and hold Foothill Transit, its Members, officials, officers, volunteers, agents, and independent contractors who serve as Foothill Transit officers, officials, or staff (hereinafter referred to as “Indemnitees”) free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, and subcontractors arising out of or in connection with the performance of the services and this Agreement, including without limitation reimbursement of damages and reasonable attorney’s fees and other related costs and expenses. Contractor shall reimburse Indemnitees’ reasonable defense costs, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Indemnitees. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Indemnitees in any such suit, action or other legal proceeding. Contractor shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Indemnitees.

SEC. 11 CHANGES TO SCOPE OF WORK

A. Written changes to the scope of work signed by the Executive Director of Foothill Transit or his designee are required. The Contractor shall be liable for all costs resulting from any change in the Scope of Work not properly ordered by written modification.

B. Under the terms of this Agreement, only the Executive Director of Foothill Transit has the right to issue an immediate revision to the scope of work and negotiate cost and price afterwards.

C. Within ten (10) calendar days after receipt of a written change of Scope of Work proposal from Foothill Transit, the Contractor shall, upon receipt of said Proposal, determine the impact of the revision on both time and compensation, and provide such

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determination, in writing, to Foothill Transit’s Representative. Upon agreement between Foothill Transit’s Representative and the Contractor as to the extent of such impacts on time and compensation, an amendment to the Scope of Work and other appropriate provision of this Agreement and its Exhibits shall be executed by the Contractor and Foothill Transit. Execution of the amendment by both Parties shall constitute the Contractor’s notice to proceed with the revised Scope of Work.

SEC. 12 DISPUTES

A. Any dispute between the Contractor and Foothill Transit relating to the implementation or administration of the Contract shall be resolved in accordance with this Section.

B. The Parties shall first attempt to resolve the dispute informally in meetings or communications between the Contractor and Foothill Transit’s Representative. If the dispute remains unresolved 15 days after it first arises, the Contractor may request that Foothill Transit’s Representative issue a recommended decision on the matter in dispute. Foothill Transit’s Representative shall issue the recommended decision in writing and provide a copy to the Contractor.

C. The recommended decision of Foothill Transit’s Representative will become final unless, within 15 days of receipt of such recommended decision, the Contractor submits a written request for review to the Foothill Transit Executive Director. In connection with any such review, the Contractor and Foothill Transit’s Representative shall be afforded an opportunity to be heard and to offer evidence on the issues presented. If the dispute remains unresolved after review by the Foothill Transit Executive Director, either party may seek resolution through referral to non-binding mediation. If such mediation is unsuccessful, either party may seek judicial resolution of the dispute in an appropriate Court of the State of California. Any party seeking resolution through the Courts of the State of California must, as a condition precedent to the commencement of litigation, demonstrate that it has made a good faith effort to resolve the dispute through the use of non-binding mediation.

D. Pending final resolution of a dispute under this Section, the Contractor shall proceed diligently with performance in accordance with the Contract and the recommended decision of Foothill Transit’s Representative.

SEC. 13 SUBCONTRACTING

A. The Contractor will not enter into any subcontract except with the prior review and written approval of Foothill Transit. The Contractor shall be fully responsible for all work performed by any sub-contractor.

B. Any approval of a subcontract shall not be construed as making Foothill Transit a party to such subcontract, giving the sub-contractor privity of contract with Foothill Transit, or subjecting Foothill Transit to liability of any kind to any sub-contractor. 5630871 Page 14 RFP No. 13-016 El Monte Security Services

C. All subcontracts will incorporate in full all appropriate conditions and terms as set forth in this Contract.

SEC. 14 CONFLICT OF INTEREST

A. No Executive Board Member nor member of the management consulting staff of Foothill Transit shall participate in the selection, or in the award or administration, of the Contract if a conflict of interest, real or apparent, would be involved. Such a conflict is determined in accordance with the Conflict of Interest Code adopted by the Foothill Transit Executive Board.

B. Foothill Transit’s Executive Board Members and management consulting staff shall neither solicit, demand nor accept from any contractor, potential contractor or parties to subcontracts any gifts, gratuities, favors or anything of a monetary value.

C. The Contractor covenants that both itself, its principals and its subcontractors presently have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract.

SEC. 15 ORGANIZATIONAL CONFLICT OF INTEREST

Prior to entering into this contract, the Contractor is required to inform Foothill Transit of any real or apparent organizational conflict of interest or which it is aware as of the date of execution of the Contract. Such organizational conflict of interest exists when the nature of the work to be performed under a contract may, without some restriction on future activities, result in an unfair competitive advantage to the Contractor, or may impact the Contractor’s objectivity in performing the contract work.

SEC. 16 CANCELLATION OF CONTRACT

In any of the following cases, Foothill Transit shall have the right to cancel the Contract without expense to Foothill Transit: (1) the Contractor is guilty of misrepresentation; (2) the Contract is obtained by fraud, collusion, conspiracy, or other unlawful means; or (3) the Contract conflicts with any statutory or constitutional provision of the State of California or the United States. This Section shall not be construed to limit Foothill Transit’s right to terminate the Contract for convenience or default, as provided in Sections 17 and 18, respectively.

SEC. 17 TERMINATION FOR CONVENIENCE

A. The performance of work under the Contract may be terminated by Foothill Transit in accordance with this Section in whole, or from time to time in part, whenever Foothill Transit determines that such termination is in the best interest of Foothill Transit. Any such termination shall be effected by delivery to the Contractor of a notice 5630871 Page 15 RFP No. 13-016 El Monte Security Services

of termination specifying the extent to which performance of work under the Contract is terminated and the date upon which such termination becomes effective.

B. Upon receipt of a notice of termination, and except as otherwise directed by Foothill Transit, the Contractor shall (1) stop performing professional services under the Contract on the date and to the extent specified in the notice of termination; (2) place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the professional services under the Contract as is not terminated; (3) terminate all orders and subcontracts to the extent that they relate to the performance of professional services terminated by the notice of termination; (4) assign to Foothill Transit in the manner, at the times, and to the extent directed by Foothill Transit, all of the rights, title and interest of the Contractor under the orders and subcontracts so terminated; (5) settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of Foothill Transit, to the extent that Foothill Transit may require, which approval or ratification shall be final for all the purposes of this Section; (6) transfer title to Foothill Transit and deliver in the manner, at the times, and to the extent, if any, directed by Foothill Transit, supplies, equipment, and other material produced as a part of, or acquired in connection with the performance of, the professional services terminated, and any information and other property which, if the Contract had been completed, would have been required to be furnished to Foothill Transit; (7) complete any such part of the work as shall not have been terminated by the notice of termination; and (8) take such action as may be necessary, or as Foothill Transit may direct, for the protection and preservation of the property related to the Contract which is in the possession of the Contractor and in which Foothill Transit has or may acquire an interest. All payments due to be made by Foothill Transit to the Contractor shall be made by the date of termination with respect to the subject matter of the notice of termination. Except as otherwise provided, settlement of claims by the Contractor under this termination Section shall be in accordance with the provisions set forth in 48 C.F.R. Part 49, as amended from time to time. Consistent with the provisions of the cited regulations, in the event of termination, Contractor shall be entitled to payment for all services previously rendered prior to termination, plus reasonable termination costs.

SEC. 18 TERMINATION FOR DEFAULT

A. Subject to the provisions of subsection C of this Section, Foothill Transit may terminate the whole or any part of the Contract in any one of the following circumstances:

(1) If the Contractor fails to provide the services in the manner required by the Contract;

(2) If the Contractor fails to perform any of the provisions of the Contract in accordance with its terms; or

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(3) If the Contractor fails to make progress in the prosecution of the work under the Contract so as to endanger such performance.

B. In the event that Foothill Transit terminates the Contract in whole or in part as provided in Subsection A of this Section, Foothill Transit may procure, upon such terms and in such manner as Foothill Transit may deem appropriate, supplies or services similar to those so terminated. The Contractor shall be liable to Foothill Transit for costs associated with the termination of the Contract, the procurement of replacement services by Foothill Transit, any excess costs of such similar supplies or services, and any increase in the total Contract cost as a result of the reprocurement of services from the date of termination to the expiration date of the original Contract. The Contractor shall continue the performance of the Contract to the extent not terminated under the provisions of this Section. Any disputes arising under this Section that cannot be resolved by the Contractor and Foothill Transit are subject to resolution pursuant to Section 12.

C. If Foothill Transit determines that an event of default under this Section has occurred, it shall immediately notify the Contractor in writing and provide the Contractor with thirty (30) days in which to provide a plan to cure such default including a timetable for accomplishing the cure. Foothill Transit must approve the plan and the timetable, which approval shall not be unreasonably withheld. If the Contractor fails to cure in accordance with its plan and timetable, Foothill Transit may declare the Contractor to be in default and terminate the Contract in whole or in part.

D. Except as otherwise provided, settlement of claims by the Contractor under this termination Section shall be in accordance with the provisions set forth in 48 C.F.R. Part 49, as amended from time to time.

SEC. 19 FORCE MAJEURE

The Contractor shall not be liable for any failure to perform if acceptable evidence has been submitted to Foothill Transit that failure to perform the Contract was due to causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include acts of God, civil disturbances, fire, war, or floods, but do not include labor related incidents, such as strikes or work stoppages.

SEC. 20 INSURANCE

Contractor shall, before performing any work, and concurrently with execution of this Agreement, obtain, maintain and provide Foothill Transit with Certificates of Insurance evidencing acceptable insurance coverage in form and amounts as follows:

A. Workers’ Compensation insurance as required by the State of California. Policy will include Employer’s Liability insurance providing limits not less than $1,000,000 each accident and $1,000,000 annual policy aggregate with respect to

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occupational disease, per employee. The policy shall include a waiver of the insurer’s right of subrogation against Foothill Transit.

B. Commercial General Liability insurance on an occurrence basis (as opposed to claims made) with limits of liability not less than $1,000,000 each occurrence and $2,000,000 general policy aggregate, with defense provided in addition to limits of liability, covering: (a) all premises and operations of Contractor; (b) independent contractors liability; (c) contractual liability; (d) broad form property damage, including completed operations; (e) production and completed operations; and (f) personal injury liability. Policy will include Foothill Transit as an additional insured, on blanket or individual terms, (ISO form CG 20 10 11 85 additional insured wordings or equivalent), and providing that Contractor’s liability policy will be primary and non- contributing insurance with respect to any other insurance available to the additional insureds.

C. Business Auto Policy with limits not less than $1,000,000 each accident, covering all owned, leased, non-owned, borrowed and hired autos. If Contractor owns no autos, then a non-owned and hired auto endorsement providing coverage under Contractor’s Commercial General Liability policy, noted above, will satisfy the requirement.

D. All Required Insurance shall be written with insurers having ratings not less than “A-VII” in the current A.M. Best rating guide, and shall include unconditional agreement of the insurers to provide thirty (30) days prior written notice of cancellation (or ten days prior written notice if cancellation is for non-payment of premium) to Foothill Transit before such cancellation may apply to coverage interests of Foothill Transit. Liability for policy deductibles or self-insured retentions, if any, shall be entirely the responsibility of Contractor.

F. Uninterrupted Evidence of Insurance: Contractor shall provide its Certificates of all required insurance on a continuing basis, including renewals or replacement, throughout the term of this Agreement, and, with respect to professional liability insurance, for the number of years after completion of this work as are stated in Paragraph D of this Section. If Contractor engages subcontractors in performance of its work under this Agreement, Contractor shall require each such entity to obtain and maintain insurance as is required of Contractor herein, and provide evidence of such coverage in the form of Certificates of Insurance, and, Contractor shall, upon request, supply Foothill Transit with copies of any and all such certificates. Failure of Contractor to maintain the insurance required in this Agreement shall constitute a material breach of this Agreement.

SEC. 21 TAXES

The Contractor shall pay sales, consumer, use, and similar taxes for the Project or portions thereof provided by the Contractor which are legally enacted at the time of

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award of the Contract whether or not yet effective or merely scheduled to go into effect.

SEC. 22 AUDIT AND INSPECTION OF RECORDS

A. The Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Contract in accordance with generally accepted accounting practices. All such records shall be clearly identifiable. The Contractor agrees that Foothill Transit or any of its duly authorized representatives, shall, for the purpose of audit and examination, be permitted to inspect all work, materials, payrolls, and other data and records, and to audit the books, records, and accounts relating to the performance of the Contract. Further, the Contractor agrees to maintain all required records for at least three (3) years after Foothill Transit has made final payment and all other pending matters are closed.

B. Appropriate financial adjustments may be made by Foothill Transit based upon any inconsistency, irregularity, discrepancy or unsubstantiated billing revealed as a result of an audit. Financial adjustments reflecting an overcharge to Foothill Transit may be charged against the Contractor’s future invoices.

SEC. 23 CIVIL RIGHTS REQUIREMENTS

A. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. Section 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. Section 6102, Section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. Section 12132, and Federal transit law at 49 U.S.C. Section 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

B. Equal Employment Opportunity

(1) Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national 5630871 Page 19 RFP No. 13-016 El Monte Security Services

origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

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

(3) Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities.

SEC. 24 LEGAL RESIDENT VERIFICATION

Contractor warrants that it fully complies with all laws regarding employment of aliens and others, and that all its employees performing Services meet the citizenship or alien status requirements contained in Federal and State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986 (P.L. 99- 603). Contractor shall obtain, from all covered employees performing services hereunder, all verification and other documentation of employment eligibility status required by Federal statutes and regulations as they currently exist and as they may be hereafter amended. Contractor shall retain such documentation for all covered employees for the period prescribed by law. Contractor shall indemnify, defend and hold Foothill Transit, its agents, officers and representatives harmless from employer sanctions and any other liability which may be assessed against Contractor or Foothill Transit or both in connection with any violation of Federal statutes or regulations pertaining to the eligibility for employment of persons performing Services under this Agreement.

SEC. 25 COOPERATION: FURTHER ACTS

The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

SEC. 26 SUCCESSORS AND ASSIGNS

This Agreement shall be binding on the successors and assigns of the parties. The Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law this Agreement or any interest herein without the prior written consent of Foothill Transit. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted

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assignment, hypothecation or transfer. Contractor’s shareholders shall not transfer, sell, exchange, assign or divest themselves of interests in Contractor in such a way as to give majority control of the Contractor to any persons, or entities other than the majority controlling interest therein as of the date of this Agreement without the prior written consent of Foothill Transit.

SEC. 27 WAIVER OF TERMS AND CONDITIONS

The failure of Foothill Transit or the Contractor to enforce one or more of the terms or conditions of the Contract or to exercise any of its rights or privileges, or the waiver by Foothill Transit of any breach of such terms or conditions, shall not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same shall continue and remain in force and effect as if no waiver had occurred.

SEC. 28 INTERPRETATION, JURISDICTION, AND VENUE

All contractual agreements shall be subject to, governed by, and construed and interpreted solely according to the laws of the State of California. The Contractor hereby consents and submits to the jurisdiction of the appropriate courts of California or of the United States having jurisdiction in California for adjudication of any suit or cause of action arising under or in connection with the Contract documents, or the Performance of such Contract, and agrees that any such suit or cause of action may be brought in any such court.

SEC. 29 CONSTRUCTION, REFERENCES, CAPTIONS

Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays. All references to the Contractor include all personnel, employees, agents, and subcontractors of the Contractor, except as otherwise specified in this Agreement. All references to Foothill Transit include its elected officials, officers, agents, volunteers and independent contractors who serve as Foothill Transit officers, officials, or staff except as otherwise specified in this Agreement. The captions of the various sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

SEC. 30 AMENDMENT AND MODIFICATION

No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. This Agreement may not be amended, nor any provision or breach hereof waived, except in writing signed by the parties which expressly refers to this Agreement.

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SEC. 31 NO THIRD PARTY BENEFICIARIES

There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

SEC. 32 SEVERABILITY

In the event any provision of the Contract is declared or determined to be unlawful, invalid, or unconstitutional, such declaration shall not affect, in any manner, the legality of the remaining provisions of the Contract and each provision of the Contract will be and is deemed to be separate and severable from each other provision.

SEC. 33 ENTIRE AGREEMENT

This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

SEC. 34 SIGNATURES

The Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

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PART III

PROPOSED SCOPE OF SERVICES Exhibit A

Scope of Work

CONTRACTOR DUTIES AND SERVICES

The Contractor and its staff will provide the basic duties and services as described below:

 Guard, protect, and save all property from theft, injury, arson, hazardous conditions, sabotage, vandalism, malicious mischief, defacement, etc.  Make and keep accurate and complete written reports and supporting documents of all unusual and/or important instances and happenings as soon after they occur as possible.  Provide capable supervision of guards.  Report to Foothill Transit staff any disclosure of information concerning an incident, act or threat which is in anyway made known to a guard.  Provide adequate and appropriate training and supervision to each security guard assigned to the Foothill Transit post.  Contractor shall record and maintain adequate files and records and meet statistical reporting requirements.  Contractor shall provide each security guard assigned to the Foothill Transit post a manual describing the specific duties, responsibilities and expectations of the post.  Contractor shall, at no additional expense to Foothill Transit, furnish and maintain in good working order, condition and repairs professional security guard uniforms (dress uniform shirt, trousers, shoes, cap, jacket, windbreaker); hand-held two-way radios; uniform badges and name plates; professional utility gear (nylon or leather belts, holsters, pouches, etc.); appropriate forms; daily activity log books; guard notebooks; handcuffs; pepper spray; batons; and stun devices.  Contractor shall work and communicate on a regular basis with Foothill Transit’s Transit Store Operations Manager and the Manager of the El Monte Transit Store.  Contractor shall provide Foothill Transit’s Transit Store Operations Manager and the Manager of the El Monte Transit Store with the names, telephone numbers and work schedules of all security guards assigned to the Foothill Transit.  Contractor shall obtain and maintain previous employment references, criminal history background and driving record documentation on any and all security

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guards assigned to provide security services for the Foothill Transit post. Upon request, these records will be provided to Foothill Transit’s Transit Store Operations Manager.  Contractor shall ensure that each and every security guard assigned to perform security services for Foothill Transit meets the following qualifications, and possess the following permits, licenses, certificates or required documentation:

 Guards must be citizens of the United States of America (USA) or legal aliens.  Guards must be bondable and maintain bondable status for the duration of assignment to the Foothill Transit post.  Guards must be high school graduates (or equivalent), and have the ability to speak, read, write and communicate effectively in English.  Guards must be able to perform required duties.  Guards must possess, and have in their possession while on duty, current and valid CPR and First Aid certifications.  Guards must possess, and have in their possession while on duty, all legally required security guard licenses, permits and certificates.

Guard Standards of Conduct and Guard Appearance

 Each guard shall conduct themselves in such a manner as to promote and maintain good public relations at all times.  Each guard shall anticipate criminal acts and take remedial action from discernment of person’s conduct; keep all persons under surveillance; recognize and identify regular Foothill Transit employees.  Be mindful of all other persons while they are on Foothill Transit’s premises.  Know and abide by all laws pertaining to duties as set forth in the applicable Guard Manual;  Guards will be clean and neatly uniformed with shined shoes.  Guards shall meet confrontations, and quell commotion and disturbances with firm politeness.  Guards shall maintain a high degree of esprit de corps.  Guards shall courteously direct and assist the public and others with public information and guidance.  Guards shall notify police of, and assist in the apprehension of lawbreakers.  Except for due politeness, guards shall abstain from engaging in any personal familiarities.  Guards shall inspire the confidence of persons in the protection and security of all persons and property under the care of the guards.  Guards shall assist with first aid when needed.  Guards shall thoroughly investigate criminal acts coming to the attention of the guard service, and immediately report them to the proper authority and record them in writing in complete detail.

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 Guards shall check all exit doors and monitor on-site premises.  Guards shall accompany Foothill Transit staff to and from the parking lot to the building lobby (morning and evening).  Guards shall complete daily activity and incident reports.  Guards shall be courteous, attentive and patient while at the same time using tact, discretion and impartiality, and remain courteous under stress regardless of the situation confronted.  Guards shall be alert and aware of activity within the store and within the outer perimeter of the store during scheduled work shifts.  Guards shall report and prepare written reports on all unusual activity and/or occurrences.

Transit Store Hours of Operations

Hours of service are approximately twelve (12) hours per day, Monday through Friday and approximately six (6) hours on Saturdays. The Foothill Transit Store Manager may extend or modify hours of service when deemed necessary. The Store Manager shall notify Contractor of any and all extensions and/or schedule modifications.

The post hours are as follows:

Sunday: No Services Required

Monday: 0630-1830 Hours

Tuesday: 0630-1830 Hours

Wednesday: 0630-1830 Hours

Thursday: 0630-1830 Hours

Friday: 0630-1830 Hours

Saturday: 0930-1430 Hours

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