Professional Services Agreement

REQUEST FOR PROPOSAL SIGN AND RETURN THIS PAGE

AC TRANSIT DISTRICT PROPOSAL NO. 2012-1200 Purchasing Department 10626 International Blvd. Date: July 26, 2012 Oakland, CA 94603 TITLE: MAINTENANCE OF TRANSIT INFORMATION DISPLAY CASES PROPOSALS MUST BE RECEIVED at 10626 International Blvd. by 10:00 a.m., August 16, 2012 DO NOT INCLUDE SALES OR EXCISE TAXES in Sign the proposal, put it in an envelope, and write proposal prices. the Request for Proposal number and title on the outside. Sign and return this page. Retain proposer’s duplicate copy for your files. ______ALL PROPOSERS COMPLETE THIS SECTION:

2012 Upon execution of a Contract Acceptance form, the undersigned agrees to furnish, subject to provisions on the reverse of this form, all articles or services within the dates specified, in the manner and at the prices stated, in accordance with the advertisement, specifications, proposal, special conditions and general conditions, all of which are made part of the contract proposal, when authorized by Purchase Order, Contract Order, or Letter of Agreement issued by the District.

Name under which business is conducted:

Business street address: Telephone:

City State Zip Code

IF SOLE OWNER, sign here: I sign as sole owner of the business named above: Signed Typed Name

IF PARTNERSHIP OR JOINT VENTURE, sign here: The undersigned certify that we are partners in the business (joint venture) named above and that we sign this contract proposal with full authority to do so (one or more partners sign):

Signed Typed Name Signed Typed Name

IF CORPORATION, sign here: The undersigned certify that they sign this contract proposal with full authority to do so: The undersigned certify that they sign this contract proposal with full authority to do so:

Corporate Name: Signed Typed Name Title Signed Typed Name Title

Incorporated under the laws of the State of Form C102 May 2007

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GENERAL CONDITIONS, INSTRUCTIONS AND INFORMATION FOR OFFERORS 1. RENDITION OF SERVICES reviewed in advance of any action to implement the change by the Project The Contractor hereby agrees to undertake, carry out and complete all work Manager and the Purchasing Department. established herein in a professional and efficient manner satisfactory to District standards. The District may at any time by written order make changes within the Scope of Services described in this Agreement. If such changes cause an The professional service or the performance of work or services required by increase in the budgeted cost of or the time required for performance of the the District cannot satisfactorily be performed by the regular employees of agreed upon work, the Contractor shall notify the District in writing of the the District. amount of time and compensation adjustments that are required.

2. CONTRACTOR'S STATUS In the event the Contractor encounters any unanticipated conditions or Neither the Contractor nor any party contracting with the Contractor shall be contingencies that may affect the scope of services and would result in an deemed to be an agent or employee of the District. The Contractor is and adjustment to the amount of compensation specified herein, Contractor shall shall be an independent contractor, and the legal relationship of any person so advise the District immediately upon notice of such condition or performing services for the Contractor shall be one solely between said contingency. The written notice shall explain the circumstances giving rise parties. to the unforeseen condition or contingency and shall set forth the proposed

adjustment in compensation resulting therefrom. Contractor shall not subcontract any services to be performed by it under

this Agreement without the prior written approval of the District, except for Any notices shall be given to the District under the NOTICES clause of the service firms engaged in drawing, production, typing and printing. Contractor Special Conditions. Any and all agreed upon pertinent changes shall be shall be solely responsible for reimbursing any subcontractors and the expressed as a written modification to this Agreement prior to District shall have no obligation to them. implementation of such changes. 3. OWNERSHIP OF WORK 10. DISPUTE RESOLUTION All reports, designs, drawings, plans, specifications, schedules, and other In case any disagreement, difference or controversy shall arise between the materials prepared, or in the process of being prepared, for the services to parties, with respect to any matter in relation to or arising out of or under this be performed by Contractor shall be and are the property of the District and Agreement or the respective rights and liabilities of the parties, and the the District shall be entitled to access thereto, and copies thereof, during the parties to the controversy cannot mutually agree thereon, then such progress of the work. disagreement, difference, or controversy shall be determined by binding In the event that the work, which is the subject of this Agreement, is not arbitration, according to the rules of the American Arbitration Association. completed, for any reason whatsoever, all materials generated under this Any award made by the Arbitrator(s) shall be final, binding and conclusive Agreement shall be delivered as the District may direct. upon all parties and those claiming under them. The costs and expenses of

any Arbitration shall be borne and paid as the Arbitrator(s) shall, by their 4. RECORDS award, direct. The Contractor shall permit the authorized representatives of the District to inspect and audit all data and records relating to performance under this The submission to Arbitration is hereby made a condition precedent to the Agreement. Contractor shall maintain all such records for a period of three institution of any action at law or in equity with respect to the controversy (3) years after the District makes final payment under this Agreement. involved; and such action at law or in equity shall be restricted solely to the subject matter of the challenge of such award on the grounds and only in 5. TERMINATION FOR DEFAULT the manner permitted by law. In the event the Contractor breaches the terms or violates the conditions of this Agreement, and does not within ten (10) days of written notice from the 11. NO ASSIGNMENT District cure such breach or violation, the District may immediately terminate This Agreement is personal to each of the parties hereto, and neither party this agreement, and shall pay the Contractor only its allowable costs to the may assign or delegate any of its rights or obligations hereunder without first date of termination. obtaining the written consent of the other. 6. TERMINATION FOR CONVENIENCE The District may terminate this Agreement, in whole or in part, at any time 12. PROHIBITED INTERESTS for the District's convenience and without cause at any time by giving the No member, officer, or employee of the District during his/her tenure or for Contractor written notice of termination. The Contractor will be paid for one year thereafter, shall have any interest direct or indirect, in this those services performed pursuant to this Agreement to the satisfaction of Agreement or the proceeds thereof. the District up to the date of notice of termination. The Contractor shall promptly submit its termination claim. If the Contractor has any property in Contractor covenants that it presently has no interest, direct or indirect, its possession belonging to the District, the Contractor will account for the which would conflict in any manner or degree with the performance of the same and dispose of it in the manner the District directs. services called for under this Agreement. Contractor further covenants that in the performance of this Agreement no person having any such interest 7. NON-DISCRIMINATION shall be employed by Contractor. In connection with the execution of any Contract hereunder, the Contractor shall not discriminate against any applicant or employee on the grounds of The District may require Contractor to file an annual Statement of Economic race, religious creed, color, national origin, ancestry, physical disability, Interest form pursuant to the Political Reform Act of 1974 (Government mental disability, medical condition, marital status, sexual orientation, sex or Code Section 81000 et seq.) age as defined in Section 12926 Government Code. 13. WAIVER 8. INDEMNIFICATION Failure of any party to exercise any right or option arising out of a breach of The Contractor shall indemnify, keep and save harmless the District, its this Agreement shall not be deemed a waiver of any right or option with Board of Directors, officers, officials, employees, agents and volunteers respect to any subsequent or different breach, or the continuance of any from and against any and all liability, loss, damage, expense, costs existing breach.

(including, without limitation, costs and fees of litigation) of every nature 14. GOVERNING LAW arising out of or in connection with Contractor's performance of work This Agreement, its interpretation and all work performed thereunder, shall hereunder or its failure to comply with any of its obligations contained in the be governed by the laws of the State of California. Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the District. 15. INSURANCE Depending on the nature of the services being solicited, the District may 9. CHANGES have certain minimum insurance requirements. If any changes to the scope of services are sought by either party that would require a modification of the amount of compensation, the changes must be

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16. GENERAL INFORMATION

The Alameda-Contra Costa Transit District is a Special District, organized under the laws of the State of California, which provides public transit service to approximately 191,000 riders daily with a fleet of 584 buses. The District’s service area extends from western Contra Costa County to southern Alameda County. The District has approximately 1,863 employees and is financed through receipt of transit fares, property taxes, and state and federal funding.

This Request for Proposal (RFP) outlines the scope of services requested for the District, as well as information that should be included in the proposal.

The District is seeking request for proposals from qualified firms or individuals for the maintenance of Transit Information Display cases (TIDs) on a per-location basis and additional responsibilities as outlined in this RFP’s Scope of Services. It is the District’s intent to award to a responsible Contractor with the lowest overall price and the most responsive proposal that conforms to this RFP.

17. PRE-PROPOSAL CONFERENCE

A Pre-Proposal Conference will be held on August 2, 2012, 10:00 a.m. at AC Transit, 8th Floor Conference Room, located at 1600 Franklin Street, Oakland, CA 94612.

The Conference will consist of a discussion of the requirements and a question and answer period. Questions and/or requests for clarifications regarding the RFP should be directed to the individual at the address reflected below. Proposer inquiries must be submitted in writing and received no later than Monday, August 7, 2012, by 10:00 a.m., in order to allow District Staff sufficient time to prepare responses.

Written questions submitted prior to and questions raised at the Pre-Proposal Conference will be answered, by written addendum to the RFP. Upon issuance of such, Addendum will become a part of the proposal documents and binding on all eligible proposers.

To be considered, one (1) original version and three (3) copies of written proposals must be submitted. All Offers shall be submitted no later than 10:00 a.m., local time, on Friday, August 16, 2012 to the following address:

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AC TRANSIT REQUEST FOR PROPOSAL PURCHASING DEPARTMENT NO. 2012-1200

MAINTENANCE OF TRANSIT INFORMATION DISPLAY CASES BASE PERFORMANCE PERIOD: SEPTEMBER 01, 2012 THRU JUNE 30, 2015 SPECIAL CONDITIONS

AC Transit Purchasing Department Ms. Nocoasha L. Henry, Contract Specialist 10626 International Boulevard Oakland, California 94603 Email: [email protected]

All proposals must be clearly marked RFP 2012-1200 MAINTENANCE OF TRANSIT INFORMATION DISPLAY CASES. Proposals may be mailed or delivered. If mailed, proposals must be mailed in sufficient time to reach the above address before the specified time. If delivered, the proposals should be delivered to the above address. Proposals not received by the designated time or not delivered to the designated address will not be considered for award. No facsimile or e-mail transmissions of proposals will be accepted.

Proposals will remain in effect for ninety (90) days from the designated date for receipt of proposals, unless mutually extended. No pre-award costs will be paid. The signature of the District General Manager will constitute a binding award.

This RFP does not commit the District to award a contract, to pay costs incurred in the preparation of a proposal, or to procure or contract for services. The District reserves, at its sole discretion, the right to reject any and all proposals, cancel all or part of this RFP and waive any minor irregularities or informalities.

18. SCOPE OF WORK/SERVICES

See Attachment A, Scope of Services.

19. PROPOSAL REQUIREMENTS

Interested proposers shall submit proposals and qualifications in a brief response to this RFP. Each proposal must be submitted in two (2) separate sealed envelopes within the proposal package. Part I will contain all responsive materials except those relating to fees and costs. Part II will contain only information relating to fees and costs.

Proposals shall include the following information, presented in a clear, comprehensive, and concise manner:

1. Contractor/firm name, address, telephone number, e-mail and web address, a brief description of the history and background of the firm, and state how many years the firm has been in business.

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2. Contractor shall provide a description of its qualifications, experience and knowledge in performing the type of service required for this procurement.

3. Contractor shall submit a summary of key project personnel assigned to this procurement, including their names, titles, resumes, and describe briefly their responsibilities and prior experience relevant to the District’s scope of services; including all certifications, training, accreditations, and licenses of each person.

4. Contractor shall provide up to five (5) references, current or former clients/firms, specifying:

 Company name  Contact person and contact person’s title  Contact person’s address, phone number, fax number and e-mail address  Length of your relationship  Description of type of work performed for client

5. Contractor shall provide the total cost to complete all the required tasks, including hourly rates by personnel assigned to this project for additional support, if required, which shall be submitted in a separate envelope.

6. Contractor shall provide a statement that the insurance coverage required for the project can be obtained and will be carried without reservation or exclusion should a contractor be awarded the contract.

7. Contractor shall submit all other certifications attached to this RFP (Attachment No. 1, 2, 3 and 4). NOTE: If the certifications do not apply, the form MUST indicate “N/A”.

8. Contractor shall submit a statement acknowledging all RFP addenda.

9. All signatures must be signed in ink and shall be made by an officer of the contractor with the authority to bind the contractor to the terms of the RFQ.

10. Proposal Form - Completed Proposal Form.

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20. REJECTION OF PROPOSALS

Proposals may be rejected if they show such items as alteration of form, conditional or incomplete proposals, irregularities that make the proposal ambiguous or signature by other than an authorized person. Questions or further information concerning this RFP shall be directed to:

AC Transit Purchasing Department Attn: Ms. Nocoasha L. Henry, Contract Specialist 10626 International Boulevard Oakland, California 94603 Phone: (510) 577-8895 Fax: (510) 577-8839 Email: [email protected]

21. EVALUATION AND AWARD

The District will evaluate each proposal submitted, scoring the following factors listed:

A. Evaluation Criteria in relative order of importance:

1. Technical:

a. Contractor’s qualifications and experience in managing public transit Information Display Cases or similar services.

b. Contractor’s demonstrated an understanding of the scope of services, approach to and the ability to meet the requirements under the Scope of Services.

c. Contractor is technically qualified to perform work specified in the RFP and has knowledge of fulfilling the requirements outlined in the RFP.

2. Past Performance:

a. References - Referenced projects shall be of similar scope and quantity as the project given in the Scope of Work outlined in this RFP.

3. Cost

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B. Scoring Criteria

The table below shows the criteria for selection and the maximum potential score for each area. The compiled rankings will be used to identify the preferred firm.

POINT ASSIGMENT FOR PROPOSAL EVLAUATION CRITERIA Evaluation Criteria Max Score 1. Qualifications and experience in managing public transit 15 pts Information Display Cases or similar services. 2. Demonstrates an understanding of the Scope of Services, 15 pts approach to and the ability to meet the requirements under the Scope of Services. 3. Technical approach to satisfying the requirements under the 10pts Scope of Services. 4. Past Performance. 10pts 5. Cost 50 pts TOTAL POSSIBLE POINTS 100 pts

B. Evaluation Process

1. All proposals are evaluated and ranked on technical criteria specified in the solicitation.

2. Proposals that are technically acceptable are re-evaluated with cost as a consideration.

3. Using both technical and cost criteria, proposals are ranked accordingly to a competitive range.

4. District may negotiate with all responsible proposers in the competitive range.

5. The District, at its sole discretion, will determine whether to hold discussions with proposers who are in the “competitive range” or to award the contract without discussion based on the initial cost proposal.

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C. Award

The District reserves the right to award without negotiation. Therefore, proposers are encouraged to submit their best offer initially. The District will award to the proposer whose proposal is most advantageous to the District, with cost and other factors considered. After the District’s approval of award, unsuccessful proposers will be notified of such award in a timely manner.

22. RIGHTS IN DATA

The term “subject data” as used herein means recorded information, whether or not copyrighted, that is delivered under this Contract. The term includes graphic or pictorial delineation in media, text in specifications or related performance or design-type documents and machine forms. Except for its own internal use, Contractor may not publish or reproduce such data in whole or in part, nor may Contractor authorize others to do so, without the written consent of the District, until such time as the District may have either released or approved release of such data.

In the event that the scope of services in this Contract is not completed, all data generated under this Contract shall become subject data and shall be delivered as the District may direct.

23. PROTEST PROCEDURES

A. Protest before Opening

Proposal protests based upon restrictive specifications or alleged improprieties in the proposal procedure shall be filed, in writing, with the Chief Procurement Officer, ten (10) days prior to the proposal opening date. The protest must clearly specify the grounds on which the protest is based and include any supporting information.

B. Protest of Award

A Proposer (or other interested party as defined under the District’s Protest Procedures) may file a protest with the District alleging a violation of applicable federal or state law and/or District policy or procedure relative to the seeking, evaluating and/or awarding of a procurement contract. Such protest must be filed no later than ten (10) days after the date of notice of award or non-award of contract by the District.

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Copies of the District’s Procurement Protest Procedures may be obtained from the District’s Chief Procurement Officer. The Procurement Protest Procedures will be provided immediately upon request. FAILURE TO COMPLY WITH ANY OF THE REQUIREMENTS SET FORTH IN THE DISTRICT’S WRITTEN PROPOSAL PROTEST PROCEDURES MAY RESULT IN REJECTION OF THE PROTEST.

24. RELEASE OF INFORMATION

Before releasing any reports, promotional materials or information prepared in connection with this Contract, the Contractor shall provide a copy or copies for first review by the District.

25. CONFLICT OF INTEREST

By signing this Contract, the Contractor covenants that it presently has no interest, direct or indirect, which would conflict in any manner or degree with the performance of the services called for under this agreement. The Contractor further covenants that in the performance of this agreement, no person having any such interest shall be employed by the Contractor, and that the Contractor receives no commissions or other payments from parties other than the District as a result of work performed hereunder.

Failure to comply with this provision serves as a basis for termination for default and the collection of any damages.

26. INSURANCE

It is strongly recommended that contractors confer with their respective insurance carriers and/or brokers to determine in advance of proposal submission the availability of insurance coverage as required under this solicitation. Failure to comply with the insurance requirements may result in disqualification from award of the contract. Compliance with insurance requirements hereunder is considered a material term of the contract.

Contractor shall procure and maintain for the duration of the contract and for a period of three years thereafter or the period of any contract warranties, whichever is longer, insurance against claims for injuries to persons or damages for property which may arise from or in connection with the performance of the work hereunder by the contractor, contractor’s agents, representatives, employees or subcontractors. The District reserves the right to alter, amend, increase or otherwise modify the insurance requirements stated herein.

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A. Coverage shall be at least as broad as:

1. General Liability coverage is to be equal to Insurance Services Office Commercial General Liability Occurrence Form CG0001. Coverage shall include but not be limited to products and completed operations hazards, contractual liability coverage, and not be subject to the “XCU” exclusions.

2. Automotive Liability coverage is to be equal to Insurance Services Office Business Auto Form CA0001 covering Automobile Liability.

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

4. Professional Errors and/or Omissions insurance appropriate to Contractor’s profession.

B. Contractor shall maintain limits no less than:

1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If aggregate limit is used, either separate aggregate limit shall apply or aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage.

3. Workers’ Compensation: Workers’ Compensation limits as required by State of California and Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

4. Errors/Omissions Liability: $1,000,000 per occurrence.

C. Deductible and/or self-insured retentions must be declared to and approved by the District. The District reserves the option to require insurer to reduce or eliminate such deductible and self-insured retention as to District and/or require Contractor to procure a bond guaranteeing payment of any deductible or self-insured retention of losses, related investigations, claims, administration and defense expenses.

D. Policies are to contain the following provisions:

1. General Liability and Automotive Liability

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a. The District, its officers, officials and employees are to be covered as additional insured’s as respects to liability arising out of activities performed on behalf of Contractor, products and completed operations of Contractor, premises owned, occupied or used by Contractor, and automobiles owned, leased, hired or borrowed by Contractor. Coverage shall contain no special limitation on scope of protection afforded to the District, its officers, officials or employees.

b. For any claims related to this contract, Contractor’s insurance coverage shall be primary insurance as respects to the District, its officers, officials and employees. Any insurance or self- insurance maintained by District, its officers, officials or employees shall be in excess of Contractor’s insurance and shall not contribute with it.

c. Any failure with reporting provisions of the policies including breaches of warranties, shall not affect coverage provided to the District, its officers, officials or employees.

d. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of insurer’s liability.

2. Workers’ Compensation and Employers Liability

Insurer shall agree to waive all subrogation rights against the District, its officers, officials and employees for losses arising from work performed by the Contractor.

3. All Coverage’s

a. Each policy required shall be endorsed to state that coverage shall not be suspended, voided or canceled by either party or reduced in coverage’s or limits, except after 30 days prior written notice by certified mail, return receipt requested, has been given to the District.

b. Each policy is to be on an “Occurrence” form. “Claims Made” form requires prior approval by the District as well as Contractor required to provide acceptable evidence of policy retroactive date and to maintain coverage with same retroactive date for a period of not less than five (5) years following termination of services. Page 11 of 32 AC TRANSIT REQUEST FOR PROPOSAL PURCHASING DEPARTMENT NO. 2012-1200

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4. Acceptability of Insurance

Insurance is to be placed with California admitted insurers having a current A.M. Best & Co. rating of no less than “A-:VII”.

5. Verification of Coverage

Contractor shall furnish the District with appropriate Certificates of Insurance and Endorsements effecting coverage’s required and signed by a person authorized by insurer to bind coverage. Certificates and Endorsements are to be received and approved by the District prior to commencement of any work under Contract. The District reserves the right to require certified copies of all required insurance policies.

6. Other Requirements

a. Should any work under this Contract be sublet, Contractor shall require each subcontractor to comply with all of Contract’s insurance provisions and provide proof of such compliance to the District.

b. These insurance requirements shall not in any manner limit or otherwise qualify liabilities and obligations assumed by Contractor under this Contract, including indemnification provisions.

c. Compliance with these insurance requirements is considered a material part of the Contract. Breach of any such provision may be considered a material breach of Contract and result in action by the District to withhold payment and/or terminate Contract.

27. EQUAL OPPORTUNITY/NON DISCRIMINATION

It is the policy of the District to ensure non-discrimination in the award and administration of all contracts and to create a level playing field on which minority and small/local business can compete for all District contracts. In connection with the performance of this contract, the contractor will cooperate with the District in furthering the District’s policy.

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28. SMALL LOCAL BUSINESS PROGRAM

AC Transit has established a Small Local Business Procurement Program (Board Policy 351) to ensure that small local business enterprises have a meaningful opportunity to participate in AC Transit’s procurements. AC Transit believes that a Small Local Business Procurement Policy can provide support to small local businesses and enable them to more effectively compete for AC Transit procurements, especially those businesses that have been at a disadvantage in the past. Under the current Policy, a Small Local Business is a business which meets the U.S. Government’s Small Business Administration (SBA) size standard and is located within AC Transit’s geographical service area.

Contractors doing business with AC Transit are encouraged to utilize small local businesses in their subcontracts. Contractors responding to this solicitation shall complete and submit with their response, the Small Local Business Procurement Worksheet (Attachment No. 2), which indicates whether they intend to use small local businesses in the contract to be awarded, and, if so, the percentages of contract work to be allocated to small local businesses. Contractors can contact Mr. Phillip McCants, Contract Compliance Administrator for information on SLBE resources at [email protected].

29. PERIOD OF PERFORMANCE

The base period of performance shall be from September 01, 2012 to June 30, 2015 with options to extend up to eighteen (18) months.

30. OPTION TO EXTEND THE CONTRACT

At the sole discretion of the District, the contract may be extended unilaterally by the exercise of the priced option (up to eighteen (18) months). If exercised, the District shall notify the contractor in writing of its intent to exercise the priced option at least thirty (30) days prior to the exercise of the option. The option shall be exercised in accordance with the prices proposed in the original submitted proposal.

31. QUANTITY

The District intends to procure maintenance service for Information Display Cases located throughout the nine (9) Bay Area regions listed in the Attachment A-Scope of Services, Section I. Background for a three (3) year base period. Ten (10) locations are currently active. The District will notify the contractor no fewer than five (5) business days prior to the activation of any location.

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32. OPTION QUANTITIES (PRICED)

At its sole discretion, the District may unilaterally exercise the option to purchase maintenance for Information Display Cases at up to an additional fifty (50) locations. If exercised, the District shall notify the contractor in writing of its intent at least five (5) days prior to the exercise of the additional maintenance. The optional maintenance shall be in accordance with the prices proposed on the bid form submitted.

33. VENDOR REGISTRATION

Online Vendor Registration is required prior to contract award. Proposers should access www.actransit.org, select: Doing Business with AC Transit, Vendor Login and Registration, and Vendor Registration, to register as an Online Purchasing User. To complete the process, include a W-9, Request for Taxpayer Identification Number and Certification (containing original signature) in proposals. If online access is not available, contact the Purchasing Department for instructions.

34. TYPE OF CONTRACT

This RFP shall result in a fixed price contract.

35. FURTHER INFORMATION

For further information, prospective proposers may contact Nocoasha L. Henry, by calling (510) 577-8895, or by email @ [email protected] between the hours of 9:00 a.m. and 5:00 p.m., Monday through Friday, holidays excepted.

(END OF SPECIAL CONDITIONS)

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MAINTENANCE OF TRANSIT INFORMATION DISPLAY CASES BASE PERFORMANCE PERIOD: SEPTEMBER 01, 2012 THRU JUNE 30, 2015 ATTACHMENT A-SCOPE OF SERVICES

I. BACKGROUND

AC Transit is requesting proposals from qualified firms or individuals for the maintenance of Transit Information Display cases (TIDs) on a per-location basis. Information Display cases have been or will be installed at transit hub locations throughout the nine (9) Bay Area region.

The nine (9) Bay Area regions consist of the following counties: Alameda, Contra Costa, Marin, Napa, San Francisco City and County, San Mateo, Santa Clara, Solano and Sonoma County.

Information display cases are either free-standing kiosks or wall-mounted display cases, with frames typically made of aluminum or stainless steel. Each has between one (1) and four (4) locked windows, made of glass or transparent plastic, behind which is placed a paper or vinyl insert with transit information. Case sizes will vary, but generally have windows of between 8 (eight) and twenty-five (25) square feet.

Each location will have between four (4) and twenty-five (25) cases within a radius of 1500 feet from the center of the transit hub. The number and types of TID Cases installed depends on the hub. The number and types of TID Cases installed are also subject to change based on need and updates in service, which will be determined by the project manager.

II. LOCATIONS

The District shall, at its discretion, determine which locations are active or inactive. The District shall pay a pro-rated fee for locations that become active during a calendar month, from the day of the notification to the contractor of the site’s status. The District’s Purchasing Department shall notify the contractor in writing of its intent to make a site inactive no less than five (5) business days before the last day of the calendar month.

The following 10 locations are active at this time:

 12th St. Oakland City Center BART, 1245 Broadway, Oakland, CA 94612  Embarcadero BART, 298 Market Street, San Francisco, CA 94105  Fairfield Transit Center, 2110 Cadenasso Dr., Fairfield, CA 94533  Great America Amtrak, 5099 Stars & Stripes Drive, Santa Clara, CA 95054  Mountain View Caltrain, 600 W. Evelyn Ave., Mountain View, CA 94041  Palo Alto Caltrain, 95 University Ave., Palo Alto, CA 94301  San Francisco Caltrain, 700 Fourth St., San Francisco, CA 94107  San Francisco Ferry Building, 1 Ferry Building, San Francisco, CA 94111

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 San Jose/Diridon Caltrain, 65 Cahill St., San Jose, CA 95110  Transbay Temporary Terminal, 200 Main St., San Francisco, CA 94105

Examples of the kiosks and wall-mounted cases can be found at any of the 9 locations listed above.

The following 99 locations listed below may be added by the District under its option to include additional locations, at its sole discretion:

 16th St. Mission BART, 2000 Mission Street, San Francisco, CA 94110  19th St. Oakland BART, 1900 Broadway, Oakland, CA 94612  22nd St. Caltrain, 1149 22nd St., San Francisco 94107  24th St. Mission BART, 2800 Mission Street, San Francisco, CA 94110  Alameda Ferry Terminal, 2990 Main St., Alameda, CA 94501  Antioch Amtrak, 100 I St., Antioch, CA 94509  Ardenwood Park & Ride, 34867 Ardenwood Blvd. , Fremont, CA 94555  Ashby BART, 3100 Adeline Street, Berkeley, CA 94703  Balboa Park BART, 401 Geneva Avenue, San Francisco, CA 94112  Bay Fair BART, 15242 Hesperian Blvd., San Leandro, CA 94578  Bayshore Caltrain, 400 Tunnel Ave., San Francisco, CA 94134  Belmont Caltrain, 995 El Camino Real, Belmont, CA 94002  Berkeley Amtrak, 700 University Avenue, Berkeley, CA 94710  Burlingame Caltrain, 290 California Drive, Burlingame, CA 94010  California Avenue Caltrain, 101 California Ave., Palo Alto, CA 94306  Castro Street Muni Metro Station, 2400 Market Street, San Francisco, CA 94114  Castro Valley BART, 3301 Norbridge Dr. , Castro Valley, CA 94546  Church Street Muni Metro Station, 2100 Market Street, San Francisco, CA 94114  Civic Center/UN Plaza BART, 1150 Market Street, San Francisco, CA 94102  Coliseum/Oakland Airport BART, 7200 San Leandro St., Oakland, CA 94621  Colma BART, 365 D St., Colma, CA 94014  Concord BART, 1451 Oakland Avenue, Concord, CA 94520  Contra Costa College Transit Center, 2600 Mission Bell Dr., San Pablo, CA 94806  Daly City BART, 500 John Daly Blvd. , Daly City, CA 94014  Downtown Berkeley BART, 2160 Shattuck Avenue, Berkeley, CA 94704  Dublin/Pleasanton BART, 5801 Owens Dr., Pleasanton, CA 94588  Eastmont Transit Center, 7101 Foothill Blvd., Oakland, CA 94605  El Cerrito del Norte BART, 6400 Cutting Blvd., El Cerrito, CA 94804  El Cerrito Plaza BART, 6699 Fairmount Avenue, El Cerrito, CA 94530  Emeryville Amtrak, 5885 Horton St., Emeryville, CA 94608

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 Forest Hill Muni Metro Station, 376 Laguna Honda Blvd., San Francisco, CA 94116  Fremont BART, 2000 BART Way, Fremont, CA 94536  Fremont Amtrak/ACE, 37260 Fremont Blvd., Fremont, CA 94536  Fruitvale BART, 3401 East 12th Street, Oakland, CA 94601  Golden Gate Bridge Toll Plaza, San Francisco, CA 94129  Gilroy Caltrain Station, 7150 Monterey St., Gilroy, CA 95020  Glen Park BART, 2901 Diamond Street, San Francisco, CA 94131  Harbor Bay Ferry Terminal, 299 Adelphian Way, Alameda, CA 94502  Hayward Amtrak, 22555 Meekland Ave., Hayward, CA 94541  Hayward BART, 699 'B' Street, Hayward, CA 94541  Hayward Park Caltrain, 401 Concar Dr., San Mateo, CA 94402  Hilltop Mall, 2200 Hilltop Mall Road, Richmond, CA 94806  Hillsdale Caltrain Station, 3333 El Camino Real, San Mateo, CA 94403  Lafayette BART, 3601 Deer Hill Road, Lafayette, CA 94549  Lake Merritt BART, 800 Madison Street, Oakland, CA 94607  Larkspur Ferry Terminal, 101 E. Sir Francis Drake Blvd., Larkspur, CA 94939  Lawrence Caltrain, 137 San Zeno Way, Sunnyvale, CA 94086  Livermore ACE, 2418 Railroad Avenue, Livermore, CA 94550  MacArthur BART, 555 40th Street, Oakland, CA 94609  Martinez Amtrak, 601 Marina Vista Ave., Martinez, CA 94553  Menlo Park Caltrain, 1120 Merrill St., Menlo Park, CA 94025  Millbrae BART, 200 North Rollins Road, Millbrae, CA 94030  Mineta San Jose International Airport, 1661 Airport Blvd., San Jose, CA 95110  Montgomery St. BART, 598 Market Street, San Francisco, CA 94105  Napa Intermodal Center, 662 Soscol Ave., Napa, CA 94559  North Berkeley BART, 1750 Sacramento Street, Berkeley, CA 94702  North Concord/Martinez BART, 3700 Port Chicago Highway, Concord, CA 94520  Oakland International Airport, 1 Airport Drive, Oakland, CA 94621  Oakland/Jack London Square Amtrak, 245 Second St., Oakland, CA 94607  Oakland/Jack London Square Ferry Terminal, 539 Water Street, Oakland, CA 94607  Orinda BART, 11 Camino Pablo, Orinda, CA 94563  Oyster Point Ferry Terminal, 95 Harbormaster Rd., South San Francisco, CA 94080  Petaluma Transit Mall, 1 Copeland St., Petaluma, CA 94952  Pier 41 Ferry Terminal, San Francisco, CA 94133  Pittsburg/Bay Point BART, 1700 West Leland Road, Pittsburg, CA 94565  Pleasant Hill/Contra Costa Centre BART, 1365 Treat Blvd. , Walnut Creek, CA 94597 Page 17 of 32 AC TRANSIT REQUEST FOR PROPOSAL PURCHASING DEPARTMENT NO. 2012-1200

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 Pleasanton ACE, 4950 Pleasanton Ave., Pleasanton, CA 94566  Powell St. BART, 899 Market Street, San Francisco, CA 94102  Redwood City Caltrain Station, 1 James Ave., Redwood City, CA 94063  Richmond BART, 1700 Nevin Avenue, Richmond, CA 94801  Richmond Parkway Transit Center, 3366 Blume Drive, Richmond, CA 94806  Rockridge BART, 5660 College Avenue, Oakland, CA 94618  San Antonio Caltrain, 190 Showers Drive, Mountain View, CA 94040  San Bruno BART, 1151 Huntington Avenue, San Bruno, CA 94066  San Bruno Caltrain, 481 Huntington Ave., San Bruno, CA 94066  San Carlos Caltrain, 599 El Camino Real, San Carlos, CA 94070  San Francisco International Airport, S McDonnell Rd & S Link Rd, San Francisco, CA 94128  San Leandro BART, 1401 San Leandro Blvd., San Leandro, CA 94577  San Mateo Caltrain Station, 385 First Ave., San Mateo, CA 94401  San Rafael Transit Center, 624 Third St., San Rafael, CA 94901  Santa Clara Caltrain Station, 1001 Railroad Avenue, Santa Clara, CA 95050  Santa Rosa Transit Center, 580 2nd Street, Santa Rosa, CA 95401  Sausalito Ferry Terminal, 1 El Portal, Sausalito, CA 94965  South Hayward BART, 28601 Dixon Street, Hayward, CA 94544  South San Francisco BART, 1333 Mission Road, South San Francisco, CA 94080  South San Francisco Caltrain, 590 Dubuque Ave., South San Francisco, CA 94080  Stonestown Shopping Center, 3251 20th Ave., San Francisco, CA 94132  Suisun City Amtrak, 177 Main St., Suisun City, CA 94585  Sunnyvale Caltrain Station, 121 W. Evelyn Ave. , Sunnyvale, CA 94086  Tamien Caltrain Station, 1355 Lick Ave., San Jose, CA 95110  Tiburon Ferry Terminal, 21 Main St., Tiburon, CA  Union City BART, 10 Union Square, Union City, CA 94587  Vallejo Ferry Terminal, 400 Sacramento St., Vallejo, CA 94590  Vasco Road ACE, 575 South Vasco Road, Livermore, CA 94550  Van Ness Muni Metro Station, 1500 Market Street, San Francisco, CA 94102  Walnut Creek BART, 200 Ygnacio Valley Road, Walnut Creek, CA 94596  West Dublin/Pleasanton BART, 6501 Golden Gate Drive, Dublin, CA 94568  West Oakland BART, 1451 7th Street, Oakland, CA 94607  West Portal Muni Metro Station, 856 Ulloa Street, San Francisco, CA 94127

In addition, locations as yet to be identified may be added with a mutual written agreement between the District’s Procurement Department, Project Manager and the contractor.

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Work should commence immediately upon approval of a contract award. Contractor shall work in conjunction with the following AC Transit personnel:

Project Manager and Contact Information Aaron Priven Publications and Signage Administrator (510) 891-4865 (510) 891-4818 (fax) [email protected]

Christina Gotuaco Public Information Systems Assistant (510) 891-7202 (510) 891-4818 (fax) [email protected]

III. MAINTENANCE

Maintenance covered by this contract includes the following:

 surveying the condition of the information cases and providing written descriptions, and/or photographs, of their conditions  posting provided paper or vinyl content in the cases, including placement of magnets, clips, or other objects to hold the content in place  cleaning cases; removing stickers and graffiti; replacing permanent decals; removing debris from bird spikes  replacing broken glass or other transparent window material  repairing or replacing broken or significantly damaged locking mechanisms  installing or replacing information case components, such as clips, hinges, Grip-A-Strip display rails, case door handles, or other case parts

The District shall be responsible for providing or reimbursing the contractor for replacement window material (glass or plastic), permanent decals, information inserts, locks, or other Information Display Case components.

The Contractor is responsible for all labor and other materials (such as tools or cleaning supplies) associated with maintenance. The Contractor is responsible for transportation to the sites and all associated expenses.

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IV. GENERAL REQUIREMENTS/CONDITIONS

1. Activation of site. The Contractor will install vinyl or paper sign inserts provided by the District and make an inventory of cases at any site made active within three (3) business days of notification of the site’s status. The Contractor will also perform other tasks of a “District-directed site visit,” below.

2. District-directed site visit. Unless otherwise specified below, the Contractor will visit any hub location within three (3) business days (or another mutually-agreed upon timeframe) at the direction of AC Transit’s project manager or representative. Each site visit directed by the District shall include:

a. inspecting each Information Display Case at the location.

b. when paper or vinyl inserts are provided by the District, placing or replacing them in the information display cases.

c. when permanent decal material is provided by the District, placing or replacing them on Information Display Cases.

d. when information case components are provided by the District, installing them in the display cases.

The Contractor will pick up decal material or updated signs at AC Transit’s General Offices, 1600 Franklin St., Oakland, CA 94612 from the Project Manager or designee.

After each visit, within three (3) business days, the Contractor must provide a written report (via mail, facsimile, or electronic mail), and/or photographs to the Project Manager, regarding the condition of each Information Display Case at the hub location visited. The Contractor is encouraged to clean or repair cases during each visit, in addition to being responsible for repairing damaged or vandalized cases within two (2) business days of an inspection. If a case is significantly damaged beyond the repairable conditions outlined below, then its condition must be reported to the Project Manager within 24 hours of the visit.

Although some locations will require more District-directed site visits and some will require fewer District-directed site visits, it is expected that on average each location will need to be visited once a month for inspection and once every three months for updated sign placement. The total

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number of District-directed site visits each month for inspection or update of information shall not exceed two (2) times the number of active locations. This is a combined limit for all sites, not a limit on visits to any one particular site.

3. Cleaning and repair. The District will notify the Contractor when it becomes aware of any vandalized or damaged case. The Contractor is responsible for repairing damaged or vandalized cases within two (2) business days of the notification, or 24 hours of the notification if the damaged or vandalized case is unsafe (for example, by exposing sharp or broken glass or other objects). Repairs for which the Contractor is responsible include:

a. Cleaning or removing stickers, graffiti, or debris from Information Display Cases. Contractor is responsible for furnishing and installing all materials for cleaning or removal of decals or stickers.

b. Replacing damaged glass or plastic window material with like material.

c. Replacing damaged lock mechanisms with like equipment, pinned to match existing keys.

d. Making other minor repairs such as replacing missing or damaged Information Display Case components.

e. Removing or covering cases that are unsafe.

The limit on District-directed site visits listed above shall not apply to visits for the purposes of cleaning and repair.

The Contractor is responsible for all work performed, including any done by subcontractors. Work should conform to all manufacturers recommended installation procedures and all local, state, and national code requirements.

(END OF SCOPE OF SERVICES)

Page 21 of 32 AC TRANSIT REQUEST FOR PROPOSAL PURCHASING DEPARTMENT NO. 2012-1200

MAINTENANCE OF TRANSIT INFORMATION DISPLAY CASES BASE PERFORMANCE PERIOD: SEPTEMBER 01, 2012 THRU JUNE 30, 2015 PROPOSAL FORM

The District requires the services of a contractor to perform maintenance on Information Display Cases at ten (10) locations throughout the nine (9) Bay Area regions. Each site shall be assigned a separate account number for billing purposes.

Active ten (10) Information Display Case location: $ ______/Monthly

OPTION PRICED

Priced Option for maintenance of up to fifty (50) additional locations

Each additional Information Display Case location: $______/Monthly

QUOTATIONS SHALL NOT INCLUDE TAXES

COMPANY NAME:______NAME OF REPRESENTATIVE:______TELEPHONE NUMBER;______FAX NUMBER:______

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FORMS – CONTRACTOR FILL-IN AND RETURN WITH PROPOSAL

ATTACHMENT NO. 1: DISADVANTAGED BUSINESS ENTERPRISE (DBE) CERTIFICATION

Company Name

Street /Mailing Address

City/State/Zip Code TAX I.D.

I. PRIME CONTRACTOR

The Bidder/Proposer is a Caltrans, or other authorized certifying agency, certified DBE under the FTA Uniform Certification Program.

Certification No. Expiration Date

The Bidder/Proposer has applied for DBE status through Caltrans, or other authorized certifying agency, under the FTA Uniform Certification Program.

Application Date Status of application

The Bidder/Proposer is not a Caltrans, or other authorized certifying agency, certified DBE under the Uniform Certification Program.

II. SUB-CONTRACTOR (if proposed in bid or proposal)

Attach a separate sheet for each sub-contractor to be used in the performance of services under a proposal specifying the sub-contractor DBE status as stated under section I listed above.

If not already registered, sub-contractors should access www.actransit.org, and complete an online vendor registration form by selecting purchasing, online purchasing, and registering as an Online Purchasing User. A W-9, Request for Taxpayer Identification Number and Certification is required to complete the process.

Prime Contractor's are requested to explain the DBE program and encourage sub contractors to apply for certification.

Prime Signature Position Title Date

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FORMS – CONTRACTOR FILL-IN AND RETURN WITH PROPOSAL

ATTACHMENT NO. 2 DESIGNATION OF SUBCONTRACTORS

To comply with the requirements of the California Subletting and Subcontracting Fair Practices Act, bidder shall list the name and address of each subcontractor, including D.B.E. subcontractors to whom the bidder proposes to Subcontract more than ½ of 1 percent of the work, and description and portions of the Work or services Subcontracted. Note: If subcontractors are utilized in a contract awarded from this RFP, Contractor shall submit to the District, on a monthly basis, those payments made to all subcontractors. The form for reporting monthly payments to subcontractors will be supplied by the District to the successful contractor after contract award.

If there is no opportunity for Sub-Contractor utilization, please indicate on the form with “N/A” and provide an explanation as to why not.

Attach additional copies of this form if more space is required.

Name:

Address:

Estimated dollar amount of subcontract & description of work:

Is the firm a DBE? (YES/NO/PENDING)

How many years has the firm been in business?

What are the firm’s gross annual receipts for the most recent three years?

Name:

Address:

Estimated dollar amount of subcontract: & description of work:

Is the firm a DBE? (YES/NO/PENDING)

How many years has the firm been in business?

What are the firm’s gross annual receipts for the most recent three years?

[END OF DESIGNATION OF SUBCONTRACTORS]

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FORMS – CONTRACTOR FILL-IN AND RETURN WITH PROPOSAL

ATTACHMENT NO. 3 SMALL LOCAL BUSNESS PROCUREMENT WORKSHEET

Contractors doing business with the District are encouraged to utilize small local businesses in their subcontracts. Under the current Board Policy (351), a Small Local Business is a business that meets the U.S. Government’s Small Business Administration (SBA) size standard and is located within AC Transit’s geographical service area. Contractors can contact the Contract Specialist or Buyer assigned to this procurement for information on SLBE resources.

Contractors responding to this solicitation shall complete the following questions and include this Worksheet with their bid or proposal, indicating whether they intend to use Small Local Businesses in the contract to be awarded and, if so, the percentages of contract work to be allocated to Small Local Businesses. Note: If small local businesses are utilized as subcontractors in a contract awarded from this RFP, Contractor shall submit to the District, on a monthly basis, those payments made to all subcontractors. The form for reporting monthly payments to subcontractors will be supplied by the District to the successful contractor after contract award.

If there is no opportunity for Small Local Business utilization, please indicate on the form with “N/A” and provide an explanation as to why not.

Subcontractor name SLBE % of project work Certification No.

[END OF SMALL LOCAL BUSNESS PROCUREMENT WORKSHEET] )

Page 25 of 32 AC TRANSIT REQUEST FOR PROPOSAL PURCHASING DEPARTMENT NO. 2012-1200

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FORMS – CONTRACTOR FILL-IN AND RETURN WITH PROPOSAL

ATTACHMENT NO. 4: REFERENCE QUESTIONAIRE FORM (Fill-in and Return With Proposal)

GENERAL INFORMATION

All questions must be answered and the data given must be clear and comprehensive. If necessary, questions may be answered on separate attached sheets.

1. Name of Organization: 2. Telephone Number: 3. Number of Years in Business: 4. Organization is (check one): ___ Corporation ___ Partnership ___ Association ___ Joint Venture ___ Sole Proprietorship ___ Public Agency ___ Quasi-Public Agency 5. If a Corporation, State where incorporated? 6. Date firm organized 7. Employee/Tax Identification Number: 8. Organization's Address:

9. List all major officers (including titles) in the Organization:

10. If firm is a partially, or a fully owned subsidiary of another firm, an appropriate statement must be included identifying all levels of corporate management required to approve contracts relating to any project resulting from this RFP.

11. Indicate whether a specific corporation or joint venture would be formed for the sole purpose of receiving this Contract:

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FORMS – CONTRACTOR FILL-IN AND RETURN WITH PROPOSAL

12. Has the firm ever been subject to a regulatory, state or Federal agency investigation for alleged improper, fraudulent, disreputable or unfair activities related to business practices? Have any employees ever been investgated? Explain.

13. Has a contract been “defaulted”? ______If so, where, when and why?

How was it resolved?

14. Has there been a past contract “debarment” action? ______If so, where, when and why? ______

How was it resolved?

15. Attach City, County, State Business License(s), Permit(s) copies to include dates and geographic areas of operation.

16. Firm experience. State the number of year’s Proposer has provided like services for this RFP requirement. Years

17. List three current or past Public sector clients and contracts, whose services are comparable to those of the District. Include the contract value, scheduled contract completion date, a contact person and telephone number, and describe the level of services rendered for each contract.

Page 27 of 32 AC TRANSIT REQUEST FOR PROPOSAL PURCHASING DEPARTMENT NO. 2012-1200

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FORMS – CONTRACTOR FILL-IN AND RETURN WITH PROPOSAL

ATTACHMENT NO. 4: REFERENCE QUESTIONAIRE FORM (Fill-in and Return With Proposal) 1.

Firm Name: Street: City, State, Zip: Contact: Telephone Number: Length of Service: MM ____ YR to ____ MM ____ YR Brief Description of Products & Services Provided:

Firm Name: Street: City, State, Zip: Contact: Telephone Number: Length of Service: MM ____ YR to ____ MM ____ YR Brief Description of Products & Services:

[END OF REFERENCE QUESTIONAIRE FORM]

Page 28 of 32 AC TRANSIT REQUEST FOR PROPOSAL PURCHASING DEPARTMENT NO. 2012-1200

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SAMPLE CONTRACT

CONTRACT is made and entered into this ____ day of _____ 2012, by and between ALAMEDA-CONTRA COSTA TRANSIT DISTRICT (hereinafter “District”), a special transit district established pursuant to California Public Utilities Code, Section 24501 et seq., and ______(hereinafter “Contractor”).

THE PARTIES AGREE AS FOLLOWS:

1. SCOPE OF WORK/SERVICES

Contractor shall provide services for The Maintenance of Transit Information Display Case Services in full accordance with Request for Proposal No. 2012- 1200 prepared and issued by the District entitled The Maintenance of Transit Information Display Case Services as described herein.

2. COMPONENT PARTS

This Contract shall consist of the following documents, each of which is on file with the District, and is incorporated into and made a part of this Contract by reference. In the event of a conflict these documents shall control in order of precedence as set forth below:

A. This Contract. B. Request for Proposal 2012-1200 issued _____ and any addenda. C. Contractor Proposal submitted in response to RFP 2012-1200 dated _____.

3. PERIOD OF PERFORMANCE

Services under this Contract shall commence on date of award through June 30, 2015. Contractor shall not be held liable for delays resulting from scheduling problems on the part of the District.

4. OPTION TO EXTEND THE CONTRACT

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SAMPLE CONTRACT

5. OPTION FOR ADDITIONAL MAINTENANCE (PRICED) At its sole discretion, the District may exercise the option to purchase maintenance for additional locations. The additional maintenance shall be ordered at the prices quoted in the Contractor’s submitted bid, which shall remain constant through the life of the contract.

6. CONTRACT PRICE

The District agrees to pay for the services in accordance with the submitted proposal. Award for these services will be on a fixed price basis in the amount of ______($X,XXX,XXX.XX). District and Contractor must mutually agree upon any adjustments in payment.

Payment to the contractor will be made Net 30 Days after receipt of approved invoices. Invoices for services performed shall be submitted monthly by Contractor to: AC Transit Accounts Payable, PO Box 28507, Oakland, CA 94604. The Contract Number and Purchase Order Number must be referenced on all invoices. Failure to do so could delay payment.

7. NOTICES

Any notice which may be required under this Contract shall be in writing, shall be effective when received, and shall be given by personal service or by certified mail, return receipt requested, to the addresses set forth below or to such other addresses which may be specified in writing by the parties to this Contract.

AC TRANSIT DISTRICT: CONTRACTOR:

Chief Procurement Officer 10626 International Boulevard Oakland, California 94603

8. ATTORNEY'S FEES

In the event that it becomes necessary for either party to bring a lawsuit to enforce any of the provisions of the Contract, the parties agree that the court having jurisdiction over such dispute shall have the authority to determine and fix reasonable attorney's fees to be paid to the prevailing party.

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SAMPLE CONTRACT

9. SEVERABILITY

If any provision of this Contract is declared void or unenforceable, such provision shall be deemed severed from this Contract, which shall otherwise remain in full force and effect.

10. BINDING EFFECT

All of the terms, provisions, and conditions of the Contract hereunder shall be binding upon and inure the parties hereto and the respective successors, assigns and legal representatives.

11. CONFLICT OF INTEREST

By signing this Contract, Contractor covenants that it presently has no actual knowledge of any interest, direct or indirect, that would conflict in any manner or degree with the performance of the services called for under this contract. Contractor further covenants that in the performance of this contract, no person having any such interest shall be employed by Contractor, and that Contractor receives no commissions or other payments from parties other than the District as a result of work performed hereunder. Failure to comply with this provision serves as a basis for termination for default and the collection of any damages.

12. GOVERNING LAW

This Contract, its interpretation and all work performed hereunder, shall be governed by the laws of the State of California.

13. VENUE

In the event of a dispute or breach of contract, venue shall be in Alameda County, California.

14. ENTIRE AGREEMENT

This Contract represents the entire agreement of the parties with respect to the subject matter hereof, and all such agreements entered into prior hereto are revoked and superseded by this Contract, and no representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements.

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SAMPLE CONTRACT

This Contract may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this agreement shall be void and of no effect.

IN WITNESS WHEREOF, the parties have executed this Contract on the dates set forth below.

AC TRANSIT DISTRICT: CONTRACTOR:

______David J. Armijo Date Name and Title Date General Manager

Approved as to Form and Content:

______Vincent C. Ewing Date General Counsel

[END OF SAMPLE CONTRACT]

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