REQUEST FOR PROPOSAL SIGN AND RETURN THIS PAGE AC …

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REQUEST FOR PROPOSAL AC TRANSIT DISTRICT Purchasing Department 1600 Franklin Street, 8th Floor. Oakland, CA 94612 PROPOSALS MUST BE RECEIVED at 1600 Franklin Street, 8th Floor. by 10:00 a.m., June 30, 2016 Sign the proposal, put it in an envelope, and write the Request for Proposal number and Title on the outside. Sign and return this page. Retain Proposer’s Duplicate copy for your files.

SIGN AND RETURN THIS PAGE PROPOSAL NO. 2016-1363 Date: JUNE 1, 2016 TITLE: HAZARDOUS WASTE

SERVICES, TRANSPORTATION AND RECYCLING/DISPOSAL FOR FIVE (5) YEARS

DO NOT INCLUDE SALES OR EXCISE TAXES in proposal prices.

_____________________________________________________________________________________ ALL PROPOSERS COMPLETE THIS SECTION: 2016 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 OFFERORS1. RENDITION OF SERVICES

The Contractor hereby agrees to undertake, carry out and complete all work established herein in a professional and efficient manner satisfactory to District standards. The professional service or the performance of work or services required by the District cannot satisfactorily be performed by the regular employees of the District.

2. CONTRACTOR'S STATUS Neither the Contractor nor any party contracting with the Contractor shall be deemed to be an agent or employee of the District. The Contractor is and shall be an independent contractor, and the legal relationship of any person performing services for the Contractor shall be one solely between said parties. Contractor shall not subcontract any services to be performed by it under this Agreement without the prior written approval of the District, except for service firms engaged in drawing, production, typing and printing. Contractor shall be solely responsible for reimbursing any subcontractors and the District shall have no obligation to them.

3. OWNERSHIP OF WORK All reports, designs, drawings, plans, specifications, schedules, and other materials prepared, or in the process of being prepared, for the services to be performed by Contractor shall be and are the property of the District and the District shall be entitled to access thereto, and copies thereof, during the progress of the work. In the event that the work, which is the subject of this Agreement, is not completed, for any reason whatsoever, all materials generated under this Agreement shall be delivered as the District may direct.

4. RECORDS The Contractor shall permit the authorized representatives of the District to inspect and audit all data and records relating to performance under this Agreement. Contractor shall maintain all such records for a period of three (3) years after the District makes final payment under this Agreement.

5. TERMINATION FOR DEFAULT 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 District cure such breach or violation, the District may immediately terminate this agreement, and shall pay the Contractor only its allowable costs to the date of termination.

6. TERMINATION FOR CONVENIENCE The District may terminate this Agreement, in whole or in part, at any time for the District's convenience and without cause at any time by giving the Contractor written notice of termination. The Contractor will be paid for those services performed pursuant to this Agreement to the satisfaction of 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 its possession belonging to the District, the Contractor will account for the same and dispose of it in the manner the District directs.

7. NON-DISCRIMINATION In connection with the execution of any Contract hereunder, the Contractor shall not discriminate against any applicant or employee on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sexual orientation, sex or age as defined in Section 12926 Government Code

8. INDEMNIFICATION The Contractor shall indemnify, keep and save harmless the District, its Board of Directors, officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, expense, costs (including, without limitation, costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the District.

9. CHANGES 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 reviewed in advance of any action to implement the change by the Project Manager and the Purchasing Department. 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 increase in the budgeted cost of or the time required for performance of the agreed upon work, the Contractor shall notify the District in writing of the amount of time and compensation adjustments that are required. In the event the Contractor encounters any unanticipated conditions or contingencies that may affect the scope of services and would result in an adjustment to the amount of compensation specified herein, Contractor shall so advise the District immediately upon notice of such condition or contingency. The written notice shall explain the circumstances giving rise to the unforeseen condition or contingency and shall set forth the proposed adjustment in compensation resulting therefrom. Any notices shall be given to the District under the NOTICES clause of the Special Conditions. Any and all agreed upon pertinent changes shall be expressed as a written modification to this Agreement prior to implementation of such changes.

10. DISPUTE RESOLUTION In case any disagreement, difference or controversy shall arise between the parties, with respect to any matter in relation to or arising out of or under this Agreement or the respective rights and liabilities of the parties, and the parties to the controversy cannot mutually agree thereon, then such disagreement, difference, or controversy shall be determined by binding arbitration, according to the rules of the American Arbitration Association.

Any award made by the Arbitrator(s) shall be final, binding and conclusive 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 award, direct.

The submission to Arbitration is hereby made a condition precedent to the institution of any action at law or in equity with respect to the controversy 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 the manner permitted by law.

11. NO ASSIGNMENT This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other.

12. PROHIBITED INTERESTS No member, officer, or employee of the District during his/her tenure or for one year thereafter, shall have any interest direct or indirect, in this Agreement or the proceeds thereof. 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. Contractor further covenants that in the performance of this Agreement no person having any such interest shall be employed by Contractor. The District may require Contractor to file an annual Statement of Economic Interest form pursuant to the Political Reform Act of 1974 (Government Code Section 81000 et seq.)

13. WAIVER Failure of any party to exercise any right or option arising out of a breach of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent or different breach, or the continuance of any existing breach.

14. GOVERNING LAW This Agreement, its interpretation and all work performed thereunder, shall be governed by the laws of the State of California.

15. INSURANCE Depending on the nature of the services being solicited, the District may have certain minimum insurance requirements.

AC TRANSIT REQUEST FOR PROPOSAL PURCHASING DEPARTMENT No. 2016-1363

HAZARDOUS WASTE SERVICES, TRANSPORTATION AND RECYCLYING/DISPOSAL FOR THE PERIOD OF FIVE (5) YEARS 2016 THROUGH 2021

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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 196,778 riders daily with a fleet of 682 buses. The District's service area extends from western Contra Costa County to southern Alameda County. AC Transit has three (3) operating Divisions in addition to the Central Maintenance Facility, Training Center, and the General Office. The District has approximately 2,300 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. It is the District’s intent to award to a responsible service provider with the lowest overall proposed price and the most responsive proposal that conforms to this RFP. The District is seeking Proposals from qualified firms for supervision, labor, equipment and supplies necessary for and incidental to provide for the collection, transportation, and recycling/disposal of hazardous and non-hazardous waste generated at various District properties to District-approved recycling/disposal sites on an as-needed basis. Contractor shall also be required to perform 24-hour emergency response services. All proposals must be clearly marked RFP No. 2016-1363 HAZARDOUS WASTE SERVICES/TRANSPORTATION AND RECYCLING/DISPOSAL Proposals may be mailed or hand-delivered. If mailed, proposals should be sent in sufficient time to reach the District’s designated office listed in the RFP at the date and time specified in Section 20, Submittal Date, Time and Location. 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 one hundred twenty (120) days from the designated date for receipt of proposals, unless mutually extended. No pre-award costs will be reimbursed by the District. The signatures of the District’s General Manager and authorized representative of the Contractor will constitute a binding award in accordance with Sample Contract, Attachment 7 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 the right to reject any and all proposals, cancel all or part of this RFP and waive any minor irregularities or informalities.

17. SCOPE OF WORK/SERVICES

See Attachment A, Scope of Work/Services.



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18. NO PRE-PROPOSAL CONFERENCE

No Pre-proposal Conference - Prospective Contractors may submit questions regarding this RFP by electronic transmission to [email protected]. Transmissions must be received no later than June 21, 2016 by 2:00 p.m. Pacific Time, in order to allow District Staff sufficient time to prepare responses. An Addendum providing responses to those questions will be issued no later than June 24, 2016, by 2:00 p.m. Pacific Time. Upon issuance of such, the Addendum will become a part of the contract documents and binding on all eligible proposers. For further information, prospective proposers may contact Ms. Nocoasha L. Henry, either by telephone (510) 891-5496 or email ([email protected]), between the hours of 9:00 a.m. and 5:00 p.m., Monday through Friday, Pacific Time holidays excepted.

19. QUESTIONS AND/OR CLARIFICATIONS

Proposer inquiries must be submitted in writing via electronic transmission or delivered to the following individual listed below. If emailed, include in the subject line the reference to “2016-1363 HAZARDOUS WASTE SERVICES, TRANSPORTATION AND RECYCLING/DISPOSAL”

AC Transit Purchasing Department

Attn: Ms. Nocoasha L. Henry 1600 Franklin Street 8th Floor

Oakland, CA 94612 Email: [email protected]

20. SUBMITTAL DATE, TIME AND LOCATION

RFP packages must be received by 2:00 p.m. on June 30, 2016 at:

AC Transit Purchasing Department

Attn: Ms.Nocoasha L. Henry, Contract Specialist 1600 Franklin Street, 8th Floor.

Oakland, CA 94612

mailto:[email protected]





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21. PROPOSAL REQUIREMENTS Interested proposers shall submit proposals and qualifications in a brief response to this formal RFP. Proposals shall include the following information, presented in a clear, comprehensive, and concise manner. Please tab each section for evaluation purposes. I. Format of Proposals

• All pages must be 8 -1/2” x11’”, minimum size 11 font. • Three ring binder or bounded. • Print double-sided to the maximum extent practicable, not including the Table

of Contents and Part 1 – Responsiveness and Responsibility Requirements of the Special Conditions.

• Use tabbed or other separators within the document to identify all required sections.

• Submit a CD or flash drive of all documentation as an Adobe Acrobat PDF format.

II. Part I – Responsiveness and Responsibility Requirements

Proposer shall provide the following items listed below.

1. Annual Gross Receipts - The firm's gross annual receipts for the most

recent three (3) years or the firm’s financial statement for the past three (3) years prepared in accordance with the United States Generally Accepted Accounting Principles (GAAP) and audited by an independent certified public accountant.

2. Cover Letter/Signature Authority - Submit a letter of introduction and an

executive summary of the Proposal. The introductory letter must be signed by a person or persons authorized to obligate your firm (or firms in the case of a joint venture) to honor the commitments set forth in the Proposal in accordance with RFP requirements. Submission of the letter will constitute a representation by your firm or joint venture that it is willing and able to successfully fulfill Project requirements. The cover letter must also include the following statement: “As an authorized representative of [FIRM], I bind the firm to every condition included in the Proposal as well as to all the commitments made in this Proposal. This Proposal is a firm offer and is binding on [FIRM] for 120 days.”



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3. Insurance - Contractor shall submit a statement that the insurance coverage required for these services will be carried without reservation or exclusion should a contractor be awarded the contract. Contractor shall submit proof of acceptability of having a current A.M. Best & CO rating of no less than “A-:VII” as described in Section 29, Insurance Requirements.

4. Responsibility Determination - Contractor shall certify under perjury or penalty that the firm complies with all determination factors listed in Attachment No.4 of this solicitation. The District shall make a determination of responsibility according to Section 24. PROPOSAL EVALUATION, SELECTION PROCESS AND AWARD.

III. Part II – Technical Requirements The Proposer must be technically qualified to perform work specified in the RFP and shall demonstrate qualifications by providing a written narrative describing its ability and specific approach to the following services listed below along with additional documentation as outlined below. 1. General description and corporate overview:

A. History and background of the firm and the length of time in business

under the same name. B. Nature and scope of the firm’s experience, if any in handling projects for

public transit or transportation agencies and how many years the firm has been in business. This shall also include the following information • Contractor/firm’s legal name • address • telephone number • facsimile number • e-mail • web address

C. Provide firm size, number of employees, primary type of business, other affiliated businesses or services, and other descriptive material.



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2. Technical Ability to Perform Required Services: Provide a brief description of the following items listed below: A. Provide a written narrative describing your firm’s ability and specific

approach to providing the services requested in the RFP. This shall also include the following: Contractor’s plan for completing the required tasks. • Qualifications (maximum 5 pages) • Potential Conflict of Interest Information:

Indicate whether there is any potential conflict of Interest that would limit the Contractor and/or subcontractor(s) ability to provide the requested services

• Scope (including duration of contract) Response should outline how the firm plans to accomplish the required services.

Note: Please tab each section for evaluation purposes.

B. Provide a description of recycling and disposal methods and names and addresses of all recycling and disposal facilities proposed for each waste stream listed in the scope of work. Unit pricing for the recycling and disposal methods presented in proposal shall be contained in Envelope 2 of the proposal as described in item V, Part IV – Services Cost Proposal/Price-Bid Form.

3. Key Personnel Contractor’s staff must be technically qualified to perform work specified in the RFP and shall demonstrate qualifications by providing a summary of key project personnel and principals assigned/or overseeing the work to this procurement and supporting staff assigned to this procurement, including

A. Names, Titles, email address, phone number, fax number

B. Resumes



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C. Professional and technical qualifications of the key personnel and principals to which the proposal is directed providing services under the contract.

D. Describe briefly their responsibilities and prior experience relevant to

the District’s scope of services;

E. Identify key personnel who will act as liaisons between the Contractor and the District’s Program Manager. Key personnel must be at a level within the Contractor’s organization to resolve any problems that may arise regarding a contract. Note: Key personnel are essential to the work performed under the contract. Prior to making any material changes to key personnel, the Contractor shall notify the District’s Project Manager and Contract Specialist listed in this RFP one (1) week in advance with detailed change justification. The Contractor shall make no material changes in key personnel without the written consent of the Program Manager.

F. Describe a means by which any change in its staff will be implemented with a minimum of disruption to the services to the District.

G. Identify by name and title, the firms proposed account executive that would be responsible for the District’s account. Please include their resumes.

H. Identify by name and title, the firms support staff who would be working on this account and describe their responsibility in handling the District’s account and prior experience relevant to the District’s scope of services;.

I. Provide a statement of the availability and location of staff and other required resources for performing all services and providing deliverables within indicated periods.

J. Include copies of all certifications, training, accreditations, resumes and licenses of each key person proposed who will be responsible for completing the required tasks, and how they will be designated.

K. Provide an organization chart and staffing plan matrix (11”x17” maximum size paper) detailing the individuals job description proposed.



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4. Compliance Inspection Reports

Provide copies of compliance inspection reports, notices of violations and enforcement orders issued by government agencies to the Proposer and proposed waste management facilities for calendar years 2011 to date and any corresponding written responses to these actions.

IV. Part III – Performance - Firm’s Past Performance and Experience: Complete and provide references as contained in Attachment – 3 Proposer Qualifications and Reference Questionnaire and the below information. When providing references please include the following information:

• Provide three (3) current clients/firms and three (3) similar waste management contracts and indicate which of your proposed staff has worked on any of the relevant contracts.

• Provide contact person and contact person’s title • Provide contact person’s address, phone number, fax number and e-mail

address* • Provide company web site address • Provide length of your relationship with the firms

*Email addresses must be provided or your firm may be found non-responsive and may delay the evaluation process.

V. Part IV – Services Cost Proposal/Price-Bid Form (submitted in a separate, sealed envelope) The Service Cost Proposal must be submitted on a firm-fixed price basis for the term of five (5) years and shall be submitted on Attachment 6 Service Cost Proposal/Price-Bid Form. Service Cost Proposal/Price-Bid Form shall also include a price list for emergency response equipment, supplies and services, which will be invoiced on an as needed basis The proposer may be required upon request of the Procurement and Materials Director to prove to the District’s satisfaction that it has the skill and experience and the necessary facilities and financial resources to perform services in a satisfactory manner and within the required timeframes. A copy of the proposer's most recent Annual Audited Financial Statement certified by a CPA may be requested.



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VI. Part VI – Certifications/Exhibits 1. Addendums - Contractor shall submit a statement acknowledging all RFP

addenda, if applicable. 2. RFP Signature Page - Contractor shall submit the RFP signature Page 1

signed by an approved representative of the Company. 3. Certifications/Forms - Proposer shall submit all other certifications/

forms/attachments attached to this RFP. NOTE: if the certifications do not apply, the form MUST indicate “N/A” and an explanation.

a. Attachment No. 1, Designation of Subcontractors b. Attachment No. 2, Small, Local Business Procurement Worksheet c. Attachment No. 3 Proposer Qualifications and Business Reference

Questionnaire d. Attachment No. 4, Determination of Responsibility Requirements e. Attachment 5 Prompt Payment Affidavit (to be submitted to Contract Compliance

Administrator with request for payment only. (See clause 34 Prompt Payment to Subcontractors.)

f. Attachment No. 6, Service Cost Proposal/Price-Bid Form (Submit in separate envelope) Note: if you are proposing subcontracting work, please include the Attachment 1 and 2 within Envelope #2. a. Attachment 1, Designation of Subcontractors b. Attachment 2 Small, Local Business Procurement Worksheet

4. 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 RFP.

VII. Part VI – Proprietary Information NOTE: Any information submitted in the proposal that the Contractor has determined to be PRIOPRIETARY in nature, must be marked accordingly. Any restriction on disclosure of proposal data must be clearly marked on the proposal as “Proprietary”. Failure to adequately mark proposal information is tantamount to an agreement that all sections are non-proprietary and can be made available to the general public upon request.



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In the event a proprietary information designation is challenged, the proposer agrees to provide legal counsel or other necessary assistance to defend the designation and agrees to defend, indemnify and hold the District harmless for any costs or damages arising from such challenge.

VIII. Part VII – Exceptions If a proposer desires to take exception to the contract or any part of this RFP, the proposer shall provide the following information as a section of the proposal identified as “Exceptions to the Contract/RFP”. 1. Proposer shall clearly identify each proposed change to the contract or RFP

including all relevant exhibits. 2. Proposer shall furnish the reasons therefore as well as specific

recommendations for alternative language.

The above factors will be taken into account in evaluating proposals. Substantial exceptions to the RFP may be determined by the District to be unacceptable and the District may proceed with contract award with other proposed firms. See Section 24, Proposal Evaluation, Selection Process and Award Item XV Award of the RFP.

22. SUBMITTAL REQUIREMENTS

Proposers are responsible for the submission of proposals, amendments and for any modifications or withdrawals, to reach the District’s designated office listed in the RFP at the date, time and location specified. To be considered for award, interested proposers shall submit their qualifications in one package clearly marked with the RFP number and project title addressed to the person listed in Section 20 Submittal Date, Time and Location of this RFP. The one (1) package shall contain two (2) separately sealed envelopes as described below. A. One (1) hard copy marked “Original” and five (5) copies of written proposals for

each envelope listed below. B. Each envelope below shall contain one (1) CD or Flash drive containing only the

information pertaining to the documentation in the envelope. C. Envelope #1- (Technical Proposal) will contain all responsive materials except

those relating to consultants proposed billing rates and consultants cost breakdown.



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D. Envelope #2 – (Services Cost Proposal/Price Bid Form) will contain only

information related to pricing.

23. 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

1600 Franklin Street 8th Floor Oakland, California 94612 Phone: (510) 891-5496

Email: [email protected]

24. PROPOSAL EVALUATION, SELECTION PROCESS AND AWARD

Evaluations will be made in strict accordance with all of Item II, Evaluation Weighted Criteria and procedures specified herein. I. EVALUATION PROCESS

1. All proposals are first evaluated for compliance with Pass/Fail, Minimum Requirements listed in Item V Responsiveness (Pass/Fail) of Section 24, Proposal Evaluation, Selection Process and Award. Proposals achieving a pass rating will be evaluated further on responses to Technical and other elements.

2. All proposals are evaluated and ranked on the evaluation criteria specified in

the RFP. Evaluation is an assessment of the proposal and the Proposer’s ability to accomplish the Scope of Services in accordance with Contract terms and conditions.

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

consideration. 4. Using both evaluation elements and Services Cost Proposal/Price-Bid,

proposals are ranked to identify a competitive range.




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5. District may negotiate, or hold discussions, with all responsible Proposers in the competitive range, or award without discussion.

6. The District may present a Best and Final Offer (BAFO) opportunity to

candidates in the competitive range, which would then be scored (again) (by the evaluation team-maybe) to determine the best overall proposal.

7. The District will determine whether to hold discussions with proposers who are

in the “competitive range” or to award the contract without discussion based on the evaluation criteria and on the initial cost proposal.

8. As noted, above, the District reserves the right to award without negotiation, therefore, the District will award to the firm whose proposal is most advantageous to the District with cost and other factors considered.

II. EVALUATION WEIGHTED CRITERIA

Written proposals are evaluated, scored, and ranked. Proposals will be evaluated using the criteria listed below, shown with the maximum point value for each category. The District will evaluate each timely submitted proposal, scoring the following factors listed: 1. Responsiveness to Request for Proposal (Pass or Fail) 2. Price

3. Technical:

a. Presentation of waste management options in adherence to the

District’s order of priority: recycling through regeneration for use as originally intended; recycling through use as raw material ingredient for a new product; through conversion to fuel use in making a new product; pre-treatment and treated liquid discharged to the authorized publicly owned wastewater treatment works. If these disposal methods are not possible, the waste material shall be incinerated per EPA Class 1 standards or disposed of in other manners upon specific approval from the District Program Manager.

b. Technical expertise and necessary field equipment that demonstrates

knowledge of hazardous waste management, reuse/recycling and disposal, manifesting, shipping and emergency response services.



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c. Qualifications and experience in hazardous waste management,

shipping, sump and separator cleaning using vacuum trucks, emergency response, waste profiling, and recordkeeping.

d. Compliance with environmental laws and regulations of both proposer

and proposed waste management facilities. e. Responsiveness to the (RFP) by the completion and submittal of all

attachments, forms, licenses permits, reports and data as requested.

4. Past Performance, Experience and References

5. 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.

WEIGHT ASSIGMENT FOR PROPOSAL EVLAUATION CRITERIA

Evaluation Criteria Weight 1. Responsiveness to Request for Proposal Pass/Fail 2. Price 30 3. Technical Ability to Perform Required

Services 50

4. Past Performance, Experience and References

20

TOTAL POSSIBLE WEIGHT 100 6. Oral Presentations

Firms submitting a proposal in response to this RFP may be required to give an oral presentation of their proposal. Additional technical and/or cost information may be requested for clarification purposes, but in no way will change the original proposal submitted. The District, at its option, may interview proposers for the purpose of clarifying the proposals. Interviews are optional and may or may not be conducted. Interviews may involve a presentation or a question and answer period or any combination of both. Submittal of new proposal material at an interview will not be permitted.



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If necessary, at a mutually arranged time, and prior to final evaluation, oral presentations may be scheduled by the Evaluation Team either at the AC Transit District’s office or via teleconference, or Skype. An oral presentation is intended to provide a full understanding of a proposal. Note: If oral presentations are selected, presentations will be requested from all responders within the competitive range.

III. Service Cost Proposal/Price-Bid Evaluation Criteria

A. In accordance with the Special Conditions Section 21, Proposal

Requirements, Item V, Part IV Services Cost Proposal/Price-Bid Form complete all forms and respond to all requested information and documentation contained in the section.

B. Price will be evaluated based on all five (5) years of the total contract.

C. The Service Cost Proposal/Price Bid Form will be evaluated for reasonableness and effectiveness in relation to value received, using the combined total of the Contractor Services, including hourly rates for the base period.

D. The firm with the lowest price will receive the maximum points raw points

available for the cost/price criteria. The remaining firms will receive a pro-rated raw points based on the following formula:

(Low Price/Compared Price) x 5, where 5 = the maximum raw points available. The total raw points (4.6, for example) will be multiplied by the number of evaluators and the weight for cost/price evaluation to obtain a weighted score for cost/price. For example: 4.6 x 3 x 20 = weighted score for cost/price, as an example, where 3 represents the number of evaluators and 20 represents the weight of the cost/price evaluation criteria.

IV. RECEIPT AND DISTRIBUTION OF PROPOSALS Copies of the written Technical and Qualification proposals will be distributed to each member of the Evaluation Team.



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V. RESPONSIVENESS (PASS OR FAIL) Exceptions, conditions, reservations or understandings that are explicitly, fully and separately stated will be evaluated for their acceptability. A Proposal having a preponderance of unacceptable exceptions and conditions may be cause for the Proposal to be rejected. Each of the exceptions and/or conditions made in a Proposal will be evaluated and the Procurement Office will determine their individual acceptability. An unacceptable exception, condition, reservation or understanding, if not withdrawn by the Proposer upon the request by the Procurement Office, is cause for the Proposal to be rejected.

VI. QUALIFICATIONS OF A RESPONSIBLE PROPOSERS A. Concurrently, the Procurement Office will evaluate the Proposals to

determine “Responsibility” in accordance with requirements of “Section 24, Proposal Evaluation, Selection Process and Award, Item V, Responsiveness (Pass or Fail) Requirements.” Any proposals from Proposers whom the Procurement Office finds not to be responsible and finds cannot be made to be responsible shall not be considered for the competitive range.

B. Final determination of a Proposer’s “responsibility” will be made upon the

basis of initial information submitted in the proposal, any information submitted upon request by the Procurement Office, information submitted in a Proposal revision, and information resulting from Authority inquiry of Proposer’s references and its own knowledge of the Proposer. Responsibility is also inclusive of the proposer’s finances. An independent review of financial responsibility will be made by a qualified party.

C. Award will only be made to a responsible Proposer that has been found by

the Procurement Office to be responsible both financially and technically and has the capability to perform the work of the Contract in accordance with the requirements of the Specifications and within the time specified. If the Procurement Office finds that the Proposer did not meet these requirements, and cannot be made to meet these requirements, the Procurement Office will determine the Proposer to not be responsible and its Proposal rejected. Final determination of “responsibility” will be determined prior to the issuance of a recommendation for award.



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VII. Application of Evaluation Criteria - Technical proposals will be evaluated based on the reviewer’s determination of the degree of compliance with requirements. The evaluation criteria will be applied in the determination of competitive range, final evaluation, and elsewhere as needed in the evaluation steps described in subsequent sections. Based upon individual evaluations, a record of raw evaluation scores will be tabulated through the application of established weights. The “Weighted Method” of scoring will be utilized.

VIII. Evaluation Scoring - This evaluation process will be used to determine those Proposers in the competitive range. The determination will be based on an overall composite score, arrived at by separate analysis of individual proposals by the evaluation team members.

IX. Evaluation Criteria: Technical Proposal - The evaluation criteria in Section 24, Proposal Evaluation, Selection Process, and Award, will be used to evaluate each technical proposal.

X. Scoring Guidelines: Technical Proposal - The Proposals will be evaluated

based on each Reviewer’s determination of each criteria and sub-criteria compared to the degree of compliance with Contract requirements. Scores will be assigned according to the following:

5 Exceptional 4 Compliant 3 Good 2 Minimal 1 Deficient 0 Unacceptable

Fully compliant with Contract requirements and with desirable strengths or betterments; no errors, or risks, or weaknesses or omissions. There is a high probability of success.

Fully compliant with Contract - Meets in all aspects and may in some cases exceed the critical requirements

Generally compliant with Contract requirements; some minor errors, or risks, or weaknesses or omissions. Minor weaknesses can be readily corrected

Minimally compliant with Contract requirements; errors, or risks, or weaknesses or omissions; possible to correct and make acceptable.

Non-compliant with Contract requirements; errors, or risks, or weaknesses or omissions

Totally deficient and not in compliance with Contract requirements; demonstrates a lack of understanding of Contract requirement.

Evaluators may utilize non-whole numbers, i.e. decimals, in providing their raw scores. The Evaluation Team members will carry out and document its evaluations. Any extreme proposal deficiencies which may render a Proposal unacceptable will be documented. The Team members will make specific note of questions, issues, concerns and areas requiring clarification by Proposer(s) and



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to be discussed in any meetings with Proposers determined to be within the competitive range.

XI. Evaluation Criteria: Price Proposal - Maximum price points will be assigned to the Proposal with the lowest overall price. For Proposal evaluation purposes, the Proposer offering the lowest price for the contract will receive the maximum points allocated for price. All other Proposers will be allocated points based on the calculated percentage relationship between their proposal price offer and the proposal offer of the low Proposer. Scores will be rounded to the nearest tenth.

XII. Tabulation and Determination of the Competitive Range - A final list of Proposals ranked according to the results of the Evaluation Team scored evaluations will be prepared. Maximum potential points attainable per Proposer per proposal – this is only an example for illustrative purposes: 2,500 points: 5 Evaluators X 5 Raw Points per Category X Weighting Factor = 2,500 points. . However, Maximum points may vary based on number of given evaluators.

XIII. Discussions with Offerors in the Competitive Range. A. The Proposers determined to be within the competitive range, will be notified

and any questions and/or requests for clarifications provided in writing. A negotiating team will be designated by procurement.

B. Each Proposer may be invited for an interview(s) and discussions to discuss

answers to written or oral questions, clarifications, and any facet of its proposal.

C. No information, financial or otherwise, will be provided to any Proposer about

any of the Proposals. Proposers will not be given a specific price or specific financial requirements they must meet to gain further consideration. Proposers will not be told of their rankings among the other Proposers.

XIV. Best and Final Offers (BAFO)

A. After all interviews and/or oral presentations have been completed, each of

the Proposers in the competitive range may be afforded the opportunity to amend its proposal and submit a BAFO, if the BAFO step of the evaluation process is deemed necessary, and the request shall include: 1. Notice that discussions/negotiations are concluded. 2. Notice that this is the opportunity for submission of a BAFO.



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3. A common date and time for submission of written BAFOs, allowing a reasonable opportunity for preparation of the written BAFOs.

4. Notice that if any modification to a proposal or BAFO is submitted, it

must be received by the date and time specified for the receipt of BAFOs and is subject to the late submissions, modifications, and withdrawals of proposals provisions of the RFP.

5. Notice that if Proposers do not submit a BAFO or a notice of

withdrawal and another BAFO, their immediate previous Offer will be construed as their BAFO.

6. Any modifications to an initial proposal made by a Proposer in its BAFO, shall be identified in the BAFO. The Evaluation Team will evaluate the BAFO using the same criteria used to evaluate the original Proposals, for items that have been re-addressed in the BAFO. BAFO final scores and rankings within each criterion will be tabulated and ranked for consideration according to the relative degrees of importance of the criteria.

B. The proposal which is most advantageous to the District based on the

tabulated results will be recommended to the AC TRANSIT Board of Directors (if applicable), otherwise to the General Manager for approval. The results of the evaluations and the selection of a proposal for any award will be documented. The District reserves the right to reject any and all proposals. The District also reserves the right to award in whole or in part , by line item or group, or to make multiple awards, whichever is in the best interests of the District

C. If applicable, the AC TRANSIT Board of Directors has the option of

accepting the recommendation or of making an award to another firm if it feels that such a selection is in the best interests of AC TRANSIT and public transit in the metro Bay area.

XV. AWARD

The District reserves the right to: 1. Reject any and all proposals. 2. Withdraw, cancel, all, or part, of the RFP, at any time, without prior notice.

Reissue a subsequent RFP, as considered necessary by the District.



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3. Waive any minor irregularities, technical errors, or information, in the procurement process.

4. Verify all information submitted in a proposal submission. 5. Approve or disapprove the use of particular subcontractors. 6. Award without negotiation, written or oral discussions, based on Evaluation

Criteria and Attachment 6 - Service Cost Proposal/Price-Bid Form submissions of written proposals. Proposers are encouraged to initially submit their best technical qualifications and Services Cost Proposal/Price Bid.

7. Make award to a proposer, with a responsive proposal, which is the most

advantageous to the District, providing the best overall value consistent with the RFP, evaluation criteria, and award methodology.

8. Notify unsuccessful proposers after District approval of such award in a timely

manner. Upon submittal, all proposals will be retained by the District. Issuance of the RFP does not commit the District to a contract award, or to pay costs incurred in proposal preparation or presentation. Therefore, proposers are encouraged to submit their best offer initially.

XVI. AWARD PROCESS

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 approval of award, unsuccessful proposers will be notified of such award in a timely manner.

25. PROTEST PROCEDURES

Copies of the District’s Procurement Protest Procedures, also referred to as Board Policy 354 can be obtained online at http://www.actransit.org/about-us/board-of-directors/board-policies/#a_financial. Copies may also be obtained via written request to the District’s Contracts Specialist cited in the above paragraph. 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.



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26. 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.

27. 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.

28. 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.

29. INSURANCE REQUIREMENTS

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.



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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. 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 may 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. Environmental Impairment Liability/Pollution Insurance covering the

activities contemplated under this contract.

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. Environmental Impairment Liability/Pollution Insurance: $5,000,000

combined single limit per incident.



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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

a. The District, its officers, officials, Board of Directors 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, Board of Directors, 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, Board of Directors and employees. Any insurance or self-insurance maintained by District, its officers, Board of Directors, 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, Board of Directors, 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, Board of Directors officials and employees for losses arising from work performed by the Contractor.

3. All Coverages



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



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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.

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”. Provide proof of your rating.

5. Verification of Coverage Contractor shall furnish the District with appropriate Certificates of Insurance and Endorsements effecting coverages 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.

30. 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



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the District’s policy which may include, but not necessarily limited to the contractor’s submittal of its firm’s Equal Employment Opportunity Program and/or Policy.

31. 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. 1 and 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/DBE resources at [email protected].

32. INDEPENDENT CONTRACTOR

Whether Contractor is a corporation, partnership, or other legal entity, Contractor is considered an independent contractor whose duties will be performed with the understanding that Contractor has special expertise as to the services which Contractor is to perform; and, is customarily engaged in the performance of the same or similar services for others. Contractor shall control the manner in which the services are performed; however, the District shall specify the nature of the services and the results to be achieved. Contractor is not to be deemed an employee or agent of the District and has no authority to make any binding commitments or obligations on behalf of the District except to the extent expressly provided herein.

33. SUBCONTRACTING

Contractor shall not subcontract services, in whole or in part, without the District's prior written approval. Contractor shall require any approved subcontractor to agree, as to the portion subcontracted, to comply with all obligations of Contractor specified in this Contract. Notwithstanding the District's approval of a subcontractor, Contractor shall remain obligated for full performance of this Contract and the District shall incur no




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obligation to any subcontractor. Contractor shall indemnify, defend, and hold the District harmless from all claims of subcontractors.

34. PROMPT PAYMENT TO SUBCONTRACTOR The Contractor shall pay any subcontractors approved by the District for work that has been satisfactorily performed no later than seven (7) days from the date of Contractor’s receipt of payments by the District. Within sixty (60) days of satisfactory completion of all work required of the subcontractor, Contractor shall release any payments withheld to the subcontractor. The Contractor has completed and signed a Prompt Payment Act Affidavit related to an awarded Contract, which is attached as sample Attachment No. 5.

35. RECORDS

A. During normal business hours, and with or without notice, District staff, or its auditors, shall have the right to examine and audit securities, cash and other records held by the firm.

B. If any audit of records by the District discloses that Contractor prices were in excess

of the amount to which Contractor was entitled, the Contractor shall promptly pay to the District the excess amount. If the excess is greater than one (1) percent of the contracted price, Contractor shall also reimburse the District its reasonable costs incurred in performance of the audit.

36. ASSIGNMENT TO SUCCESSORS

The firm shall provide the District sixty (60) days’ written notice of any takeovers, mergers, or acquisitions. In the event that there is a takeover, merger, or acquisition, the terms of this Contract shall automatically continue as long as the firm can continue to meet all required terms of this Contract. The District may, at its discretion and with 60 days written notice to the firm, choose to terminate this Contract upon notice of a takeover, merger, or acquisition.

37. APPLICATION OF FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS During the Contract period of performance the Contractor shall be subject to and comply with all current and new FTA, Federal, State and/or local laws, regulations, policies, procedures, and directives, and shall adhere to all financial privacy laws and regulations. Contractor agrees that the most recent of such Federal requirements will govern the administration of a contract at any particular time, except if there is sufficient evidence in the Contract of a contrary intent. To achieve compliance with changing requirements, the Contractor agrees to include in all agreements with



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subcontractors a statement that Federal requirements may change and that any changed requirement will apply.

38. TRANSITION/MIGRATION COOPERATION The Contractor agrees that upon termination of this Contract for any reason, sufficient efforts and cooperation will be provided to ensure an orderly and efficient transition of services to the customer or to a different Contractor. The Contractor shall provide full disclosure to the subsequent Contractor and to the District on the equipment, software and required processes and procedures to perform the District’s services. The Contractor agrees to transfer licenses or assign agreements for any software or services used to provide the services to the District or to a subsequent Contractor. The Contractor agrees to support the transition of code, data, and environments, including virtual server images if any.

39. CONTRACT TYPE

This RFP shall result in a firm-fixed price contract for five (5) years.

40. PERIOD OF PERFORMANCE The base period of performance shall be from TBD, 2016 to TBD, 2021 with no options to extend.

41. CONTRACT ADMINISTRATION A. Nocoasha L. Henry, Contract Specialist, will administer the contractual and

operational aspects of the contract.

B. Changes to the Scope of Services, contract fees, quantity, quality, or delivery schedules, shall be coordinated with the Contract Specialist and will be made official by a properly executed amendment.

C. Any proposed change or amendment, and all correspondence that in any way concerns a term and/or condition of this Contract shall be submitted directly to the Contract Specialist at: Purchasing Department, AC Transit District, 1600 Franklin Street 8th Floor, Oakland, California 94612, telephone (510) 891-5496.

D. Performance Interference Contractor shall immediately notify the Contract Specialist or Purchasing Manager of any occurrence or condition that interferes with the full performance of the Contract via email on proposer’s letterhead with authorized representative



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signature. Signature must be in blue ink. If notification is through telephone exchange, the Contractor is required to follow with a written notification within twenty-four (24) hours of the occurrence via email on proposer’s letterhead with authorized representative signature. Signature must be in blue ink.

E. Any proposed change or amendment, and all correspondence that in any way concerns a term and/or condition of this Contract shall be submitted directly to the Contract Specialist at: AC Transit, Purchasing Department, 1600 Franklin Street 8th Floor, Oakland, California 94612, telephone (510) 891-5496.

F. Performance Interference Contractor shall immediately notify the Program Manager, Contract Specialist or Purchasing Manager of any occurrence or condition that interferes with the full performance of the contract. If notification is through telephone exchange, the Contractor is required to follow with a written notification within twenty-four (24) hours of the occurrence.

42. PROGRAM MANAGER

A. The Program Manager will be the primary point of contact for the District, coordinating program management between the Contractor and the District. Technical project questions, issues and requests for clarifications should be directed to:

Alameda-Contra Costa Transit District Attn: Dan Ruslen Environmental Services Department 10626 International Blvd Oakland, CA 94612

B. All issues, decisions or potential Contract changes, in conflict with any term and/or condition of the Contract, are to be coordinated with the Purchasing Department prior to a final determination.

C. The Program Manager on behalf of the District will monitor Contractor performance. This includes, but is not limited to:

General Requirements

1. Administrative Requirements



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a. Does the Contractor maintain sound administrative policies and procedures to meet contract requirements?

b. Are procedures in place to monitor Work Order tasks?

2. Operational Management

Are there monitoring records for personnel performing specified tasks under a Work Order.

3. Financial Management

Is there an adequate internal accounting control system? Did the Contractor submit all invoices and/or other fiscal reports and responses in a timely manner?

43. INVOICES

A. Invoice scheduling and format shall be coordinated with the Program Manager

based on compliance with task deliverables. B. Invoices shall contain the District PO number, invoice number, remit to address and

itemized service description, including breakdown of billable hours by task and personnel.

C. Invoices shall be accompanied by acceptable proof of service delivery. D. Contractor shall submit all invoices, in duplicate, to the District. The original invoice

shall be submitted to Accounts Payable and a copy shall be submitted to the Project Manager.

E. Each invoiced payment will be contingent upon satisfactory performance and the receipt and acceptance of the required deliverable by the Project Manager. All invoices shall be accompanied by substantiating documents.

F. Contractor will invoice per the quoted billable hourly, daily, and/or travel rates.

44. PAYMENT A. Contractor shall submit invoices, in duplicate, to the Program Manager as

follows.



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Alameda-Contra Costa Transit District Attn: Dan Ruslen Environmental Services Department 10626 International Blvd Oakland, CA 94612 Email: 510-577-8869

B. Payment for performed services shall be made in accordance with the negotiated Service Cost Proposal/Price-Bid, Attachment 6.

C. Each invoiced payment will be contingent upon satisfactory performance and the receipt and acceptance of the required deliverable by the Program Manager. All invoices shall be complete, accurate, easily understood and accompanied by substantiating documents.

D. Payment will be made within Net 30 Days after receipt of a proper invoice as approved by the Program Manager. The District and the Contractor must mutually agree upon any adjustment in payment.

E. INVOICES MUST BE DATED AND MUST REFERENCE THE CONTRACT,

AND PURCHASE AND WORK ORDER NUMBERS. FAILURE TO INCLUDE THIS INFORMATION COULD DELAY PAYMENT.

45. PROHIBITED INTERESTS

Contractor shall include a clause, substantially similar to clause number 12 of General Conditions, Instructions, and Information for Proposers, in subcontracts for the performance of advisory and assistance services under the Contract. A written disclosure statement will remain on file. Where an actual or significant potential organizational conflict of interest is identified, the Contractor shall take actions to avoid, neutralize, or mitigate, the conflict to the satisfaction of the District.

46. 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 or registered 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.



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DISTRICT: CONTRACTOR AC Transit Contractor Procurement and Materials, Director Company Name 1600 Franklin Street, 8th Floor Address Oakland, California 94612 City, State Zip Code

47. AUDIT

The District may perform periodic auditing of each Contractor’s performance under the contract. If at any time the District discovers that a Contractor is not performing within the compliance of the contract, the District may remove the Contractor from the contract. In the event a Contractor is notified of pending removal from the contract the Contractors will still be obligated to complete all incomplete work to the satisfaction of the District.

48. GOVERNING LAW

All matters arising under the Contract shall be governed by California and Federal law as applicable.

49. VENUE

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

50. 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.

51. FURTHER INFORMATION

For further information prospective proposers may contact Nocoasha L. Henry, by calling (510)891-5496, 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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1. BACKGROUND

A . AC Transit (District) operates three (3) bus Divisions (Divisions 2, 4 and 6), a Central Maintenance Facility (CMF), Training and Education Center (TEC) and a General Office (GO) administrative building. A fourth AC Transit bus division (Division 3) is scheduled to reopen soon (estimated December 2016) following ongoing renovations. Operation and maintenance of these facilities result in the generation of waste products that require disposal in accordance with the Resource Conservation and Recovery Act (RCRA) and California hazardous waste laws and regulations. The Divisions and CMF meet the definition of large quantity generators (LQGs) and the GO and TEC meet the definition of Conditionally Exempt Small Quantity Generator (CESQG).

B. DISTRICT LOCATIONS Name Address EPA ID Number

Emeryville Division 2 1177 47th Street Emeryville, CA 94608 CAD981389547

Richmond Division 3

2016 Macdonald Avenue, Richmond, CA 94801 CAR000008722

Hayward Division 6 1758 Sabre Street Hayward, CA 94545 CAR000008789

East Oakland Division 4 1100 Seminary Avenue Oakland CA 94621 CAR000008714

Central Maintenance Facility (CMF)

10626 International Blvd Oakland, CA 94603 CAD001718352

Training and Education Center (TEC)

20234 Mack Street Hayward, CA 94545 CAL000200776

General Office (GO) 1600 Franklin Street CAL000123914 Oakland, CA. 94612

2. REQUIREMENTS

It is the District’s intent to award a contract for supervision, labor, equipment and supplies necessary for and incidental to provide for the collection, transportation, and recycling/disposal of hazardous and non-hazardous waste generated at various District properties to District-approved recycling/disposal sites on an as-needed basis. Contractor shall also be required to perform 24-hour emergency response services.




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A. Contractor shall implement an ongoing program to package, remove, transport and recycle and/or dispose of industrial hazardous and non- hazardous wastes and universal wastes generated by District operations. Contractor shall also provide emergency response services for hazardous material spills or released incidents involving District vehicles and facilities with the District’s service area.

B. The contract provides the District with a three month firm fixed price contract.

The District reserves the right to modify or cancel the contract at the District’s sole discretion at any time during the term.

C. The District does not expressly or by implication agree that the actual

amount of work shall correspond therewith, but reserves the right to increase, decrease or modify the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or expedient by the District’s Program Manager.

3. SERVICES TO BE PROVIDED

A. Work under this contract shall include providing all materials, labor, tools, and equipment for identification, profiling, packaging, labeling, marking, placards, manifesting, removal, transportation, temporary storage, and final disposal of all collected industrial hazardous and non-hazardous wastes identified for disposal under this contract. All work, materials, and services provided shall be undertaken in accordance with applicable federal, state, and local laws and regulations. The Contractor will provide all necessary assistance to the District to comply with all applicable reporting requirements relating to such wastes, if any.

B. Contractor shall provide regularly scheduled industrial waste removal and

disposal services (Milk Runs) as scheduled by the District Program Manager. Contractor shall provide as-needed (intermittent) industrial waste and materials packaging, removal and disposal services, provide environmental services and perform emergency response services with respect to spills, leaks, and other releases of hazardous materials and wastes. The intermittent, as-needed services will be scheduled by the District’s Program Manager.

C. The District’s Program Manager will notify the Contractor and provide a list of

wastes for disposal, including the locations, EPA generator number of containers of each waste type, waste management method to be used, and any unique identification numbers for items or containers.




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D. Typical services shall include:

1. Contractor shall mobilize appropriately qualified personnel and equipment to the site as needed for each scheduled industrial waste removal service. This task shall include providing staff, materials, tools and equipment necessary for the handling, packaging, and transportation of waste. Typical tasks may include pickup of waste drums and vacuum tanker services for pumping of used oil from storage tanks. All packaging, manifesting, labeling, marking and placards shall be in full accordance with all applicable federal, state and local laws and regulations. The Contractor shall provide documentation supporting the qualification of those assigned to this program upon request by the District Program Manager.

2. A uniform hazardous waste manifest is required for the removal of

hazardous waste from District facilities. The Contractor shall prepare and review all manifests for completeness and accuracy prior to removal of any hazardous wastes from District property. The Contractor shall provide the District with legible copies (photocopy of original signature page of manifest), land disposal restriction notification(s), and any other shipping documents to the District Program Manager. The pickup manifests will be reviewed and signed by a District Maintenance Supervisor or designee. Manifests shall be submitted to the District in such a manner for the District and Contractor to comply with the timeliness prescribed by state and federal regulations.

3. Any items packaged, labeled, marked and/or manifested by the District shall

be inspected by Contractor prior to acceptance to confirm that any such packaging, labeling, marking and manifesting is satisfactory and in accordance with all applicable federal, state and local laws and regulations. Contractor may, at its discretion and subject to the District’s Program Manager approval, re- package, re-label, and/or re-manifest any or all of the items packaged, labeled, marked and/or manifested by District employees. Contractor shall have the right, at its own expense, to inspect, sample, analyze, and test any tendered waste before accepting such waste. Contractor shall provide a copy of the results of each inspection, sample, and analysis performed to the District’s Program Manager.

4. CONTRACTOR’S PROJECT COORDINATOR

Contractor shall designate a Project Coordinator to act as a contact for the coordination and execution of the Contractor’s activities. Contractor’s Project Coordinator shall be authorized to act on behalf of Contractor in all matters pertaining to the contract and shall have sufficient knowledge of all aspects of Contractor’s business and the requirements of this contract.




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5. CONTRACTOR AS ARRANGER FOR DISPOSAL AND OWNER OF WASTES

A. The Contractor shall be expressly designated by the Parties hereto as the arranger for the disposal of all wastes to be transported, managed and disposed of under this contract.

B. Upon the Contractor’s acceptance of wastes identified for removal,

transportation, management and disposal under this contract, the Contractor shall undertake title to, and ownership of, including risk of loss and all other incidents of ownership of such wastes unless the District’s Program Manager elects to retain title by so indicating in writing, In the event of a proper rejection or revocation of acceptance by the Contractor for non-conformance of wastes or return of wastes to the District, title to and ownership of subject wastes will revert back to the District.

C. Contractor shall take all appropriate steps and shall ensure that all wastes are

collected, stored, transported, managed and disposed in accordance with all applicable state, federal and local laws, regulations, ordinances and guidelines and in a good, safe and workmanlike manner, and in accordance with the best practices of environmental professionals. Contractor shall be responsible for obtaining all necessary licenses, permits, and similar governmental and regulatory authorizations necessary or applicable to the collection, transportation, storage, management or disposal of such wastes.

6. DOCUMENTATION, CERTIFICATION AND RECORD REQUIREMENTS

A. Work under this contract shall include providing all appropriate documentation, certifications and records for the transportation, management and disposal of industrial wastes as required by the District Program Manager and all applicable federal, state and local laws and regulations, including:

Bills of lading or non-hazardous waste manifests Hazardous waste manifests and continuation sheets Lab pack inventory sheets Land disposal restriction notifications Hazardous waste profiles Certificates of destruction, decontamination, disposal and/or recycling Waste discharge requirements Test results and sampling analyses Pill and release reports and notices Licenses and permits

B. Appropriate copies of bills of lading, non-hazardous waste manifests,

open originals of all uniform hazardous waste manifests and




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continuation sheets and any referenced attachments (waste profile sheets, lab pack inventory sheets, etc.), land disposal restriction notifications and any other documents required by the District’s Program Manager shall be furnished to the District’s Program Manager or designee at the time of waste shipment.

C. Closed originals of all uniform hazardous waste manifests signed by a duly authorized representative of the receiving hazardous waste treatment/storage/disposal facility (TSDF) shall be furnished to the District Program Manager within 30 calendar days following waste shipment.

D. Certificates of destruction, decontamination, disposal and/or recycling signed by a duly authorized representative of the receiving, recycling or TSDF shall be furnished in a timely manner by the Contractor to the District Program Manager for all wastes to be managed under this contract but no later than one hundred eighty (180) days of waste shipment.

E. The Contractor shall, at all times during the transportation, storage, and disposal of industrial wastes to be managed under this contract, know the location, condition and status of each item being managed. The Contractor shall make such information available in written progress reports to the District Program Manager upon request. The progress reports shall include a listing of items removed and referenced to an appropriate identification number and uniform hazardous waste manifest number and a description of the location and status of wastes on the date of the written progress report.

F. Except as otherwise specifically provided, all other documents shall be provided by the Contractor to the District’s Program Manager within thirty (30) calendar days of waste shipment.

G. The Contractor shall maintain true and correct records in connection with each service performed and all transactions related thereto, and shall retain all such records in compliance with applicable federal and state laws and regulations.

H. The Contractor agrees to make available to the District, accurate books and accounting records relative to its activities of performing services under this Agreement. Contractor will permit the District to audit, examine and make excerpts and transcripts from such records, and to make audits of all invoices, materials, payrolls, records of personnel and other data related to all other matters covered by this




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Agreement within thirty (30) days of request and at no charge to the District.

7. WASTE STREAMS

The table below describes routine waste streams presently generated by the District, their waste volumes and pick-up frequency:

Waste Stream and Item Number

Preferred Disposal Method

Current Frequency of Waste Pickup

Calendar Year Waste Volume by Location (approximate)

001. Bulk Used Oil

Recycling Every 10 days D2 – 15,460 gal. D3 – 11,320 gal. D4 – 19,115 gal. D6 – 20,080 gal. CMF – 3,850 gal.

002. Drummed Used Oil Filters

Recycling Every 30 days D2 – 120 drums D3 – 84 drums D4 – 120 drums D6 – 120 drums CMF – 84 drums

003. Drummed Non-RCRA Hazardous Waste Solid (Oily Rags/ Debris) CA Waste Code 352

Recycling Every 90 days D2 – 28 drums D3 – 60 drums D4 – 100 drums D6 – 15 drums CMF – 8 drums TEC – 6 drums

004. Drummed Non-RCRA Hazardous Waste Liquid(Separator Sludge Liquid), CA Waste Code 222


005. Bulk Non- RCRA hazardous Waste Liquid (Separator Sludge Liquid), CA Waste Code 222

Recycling As-Needed D2 – 5,000 gal. D3 – 10,000 gal. D4 – 10,000 gal. D6 – 5,000 gal. CMF – 4,500 gal.




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006. Drummed Non-RCRA Hazardous Waste Sludge Solid 006. Drummed Non- RCRA Hazardous Waste Sludge Solid (Separator Sludge Solid), CA Waste Code 223


007. Drummed Non-RCRA Hazardous Waste Liquid (oily water) CA Waste Code 221


008. Bulk Non- RCRA Hazardous Waste Liquid (oily water), waste code 221

Recycling As-Needed D2 – 4,000 gal. D3 – 8,000 gal. D4 – 10,000 gal. D6 – 4,000 gal. CMF – 4,000 gal.

009. Drummed Waste Paint Related Material, CA Waste Code 212, EPA Codes F003, D001, D018, D035, D036

Recycling Every 90 days D2 – 1 drum D3 – 1 drum D4 – 1 drum D6 – 1 drum CMF – 2 drums

010. Drummed Non-RCRA Hazardous Waste Liquid, Waste Diesel, Oil and Water Mixture , CA Waste Code 343


011. Universal Waste - Drummed Alkaline Dry Cell Batteries

Recycling Once a year D2 – 1 drum D3 – 1 drum D4 – 1 drum D6 – 1 drum CMF 1 –drum GO – 2 drums TEC – 1 drum




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012. Universal Waste Lamps – Spent Fluorescent Tubes and Halogen Light Bulbs

Recycling Every 90 days D2 – 300 pounds D3 – 200 pounds D4 – 400 pounds D6 – 300 pounds CMF – 300 pounds GO – 250 pounds TEC – 10 pounds

013. Drummed Film Developer, CA Waste Code 123, EPA Waste Code D002 (Waste Caustic Alkali Liquids, n.o.s., Potassium Sulfite, Sodium Hydroxide)

Recycling Every 90 days CMF – 4 drums

014. Drummed Hazardous Waste Liquid, n.o.s., NA 3082 III (Silver) Film Fixer, CA Waste Code 132, EPA Waste Code D011

Recycling Every 90 days CMF – 4 drums

015. Non-RCRA Hazardous Waste Solid, Petroleum Based Oil, Printing Sludge (waste ink)

Recycling Once a Year CMF – 1 drum

016. Spent Antifreeze (Ethylene Glycol Solution)

Recycling Every 15 days D2 - 6,250 gal D3 - 4,000 gal D4 - 6,500 gal D6 – 7,800 gal CMF - 2,250 gal




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8. INDUSTRIAL WASTE TRANSPORTATION

A. The Contractor shall provide industrial waste transportation services for the shipment of wastes to be managed under this contract from District facilities to approved recycling or TSDFs.

B. If requested, the District will provide appropriate equipment (forklift,

hoist, etc.) and operators for the loading of wastes onto the Contractor’s vehicle(s). All Contractor’s vehicles will be loaded under the direction of the Contractor’s operator.

C. The Contractor shall select, in its sole judgment, appropriate vehicles,

materials, tools and equipment necessary for the transportation of wastes to be managed under this Contract. Vehicles used for the transportation of wastes shall be equipped with emergency spill clean-up equipment.

D. The Contractor’s vehicle operator shall, at the request of the District, make a copy of the daily pre-operative inspection report for the vehicle available for review. At its discretion, the District may conduct an inspection of the Contractor’s vehicle. The District reserves the right to reject Contractor vehicles that fail pre-operative inspections or inspections conducted by District personnel at no charge to the District.

E. All Contractor vehicle and equipment operators shall be fully trained as to the proper procedures and precautions to be followed in the handling, loading (includes forklift) and transportation of wastes to be managed under this contract and in accordance with all applicable state, federal, and local laws and regulations.

9. INDUSTRIAL WASTE DISPOSAL

A. Contractor shall dispose or arrange for disposal of all hazardous wastes in an environmentally legal and consistent manner. The District’s highest priority for disposal is recycling. The lowest priority is landfill or other land disposal methods. Industrial wastes should be reclaimed, reused and recycled to derive useful value as an originally intended product, as a raw material ingredient for a product, or as a fuel material for making a product.

B. The methods of industrial waste disposal are delineated below in the order of priority:




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1. Disposal shall be by recycling through regeneration for use as

originally intended. 2. Disposal shall be by recycling through use as raw material ingredient

for a new product.

3. Disposal shall be through conversion to fuel use in making a new product.

4. Disposal shall be by pre-treatment and treated liquid discharged to

the authorized publicly owned wastewater treatment works. Any resulting solid residue from the pre-treatment shall be recycled for reuse, to the maximum extent possible.

5. If disposal methods a, b, c and d are not possible, the waste material

shall be incinerated per EPA Class 1 standards or disposed of in other manners upon specific approval from the District Program Manager.

6. Drums shall be inspected and disposed of through a permitted

disposal center in the following order of priority:

a. Reusable or re-saleable drums shall be triple-rinsed and reconditioned.

b. Unusable drums which can be cleaned of hazardous waste shall

be triple-rinsed and crushed and metal reclaimed. c. Drums, which cannot be cleaned of hazardous waste by triple

rinsing, shall be crushed and manifested to a landfill. 7. The Contractor shall recycle, store, treat and dispose of all wastes to

be managed under this contract at recycling or TSDFs that are expressly approved for use by the District Program Manager and are fully licensed and permitted for the waste streams to be managed and treatment processes utilized. The Contractor shall identify each recycling facility and TSDF which may perform treatment, storage or disposal services under this contract. Each TSDF must have, at a minimum, EPA RCRA interim status or state approval as a treatment or disposal facility and be in good standing with the regulatory community. The Contractor agrees that




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no facility other than those initially approved for use under this contract will be used, without first obtaining the written approval of the District Program Manager.

8. The recycling facilities and TSDFs approved for use under this

contract are only approved subject to all services being performed in accordance with all federal, state and local laws and regulations and the operating facility permit(s). The Contractor must have the capability to meet the removal and disposal timeframes required by the contract for all waste streams identified as a minimum. At least one interim storage facility for each waste stream listed in the waste table contained in this RFP shall be included in the proposal.

9. District personnel may inspect without prior notice the waste sites and Contractor’s business to insure proper safety and housekeeping practices are being performed and are in conformance with all applicable federal, state, and local environmental laws and regulations. The District reserves the right to approve all recycling and TSDFs to which the wastes will be taken.

10. Contractor shall provide reusable replacement containers for disposal of waste material, as necessary.

11. All waste treatment, storage and disposal activities shall be performed in accordance with all applicable federal, state and local laws and regulations. Any changes in the status of any and all licenses and permits for TSDFs authorized by the District Program Manager for wastes including, but not limited to, revocation, suspension, failure to renew or expiration of any licenses or permits shall be immediately conveyed by telephone and in writing by Contractor to the District Program Manager. At any time during the period of this contract, the District will disapprove a previously approved recycling facility or TSDF if:

a. The recycling facility or TSDF is closed.

b. The recycling facility or TSDF is identified as a significant non-

complier (exhibiting RCRA Class I violations or fines for groundwater monitoring, closure, post-closure, or financial responsibility), and has not entered into a compliance schedule or similar action.

c. The recycling facility or TSDF has been cited via an administrative

order or judicial action, and the recycling facility or TSDF has not




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entered into a compliance schedule or similar action within 180 days from the time the order or judicial action was issued.

d. The recycling facility or TSDF has exhibited a history of noncompliance (including, but not limited to RCRA Class I and II violations, OSHA violations, state and local violations, and DOT violations) and exhibited a lack of good faith in correcting the violations. A “good faith” effort would be exhibited through promptly signing a consent agreement with the regulatory authorities, and performing in compliance with the agreement for at least six months. Repeated violations or fines may be considered as a lack of “good faith.”

e. The recycling facility or TSDF has been identified as having groundwater contamination or is not acceptable under the state’s groundwater anti-degradation policy.

f. The recycling facility or TSDF is not permitted to and/or not capable of handling the waste proposed.

g. The recycling facility or TSDF received a negative recommendation as a result of a US EPA or California EPA inspection visit during the preceding 12-months without substantive evidence of corrected deficiencies.

h. The recycling facility or TSDF stores/treats the waste and then ships out the regulated hazardous waste to a recycling facility or TSDF that has not been previously approved by the District’s Program Manager.

12. All hazardous wastes to be managed under this contract shall be

stored by the Contractor out of the weather in an enclosed building or storage unit (enclosed van, storage container, etc.) with appropriate containment facilities to ensure that no contamination of the property of the facility or adjoining property will occur.

13. With the exception of items expressly approved by the District

Program Manager, land disposal of any industrial waste, component and residual by-product from any industrial waste treatment process, is expressly prohibited. With the exception of wastes to be managed through approved recycling processes, the Contractor shall not permit any other person or organization to use, distribute, or sell any wastes to be managed under this contract or their waste components or residue.




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10. 24-HOUR EMERGENCY RESPONSE SERVICES

A. In the event of an industrial materials or waste incident (spills, leaks, etc.) that requires services beyond those the District is capable of providing internally, Contractor will be listed as the primary support for hazardous materials and waste emergency response services. Contractor shall furnish 24-hour emergency contact telephone numbers and notification procedures for requesting emergency response services.

B. NOTE: The 24-hour emergency contact telephone numbers provided shall provide direct contact to duly authorized Contractor representatives. Answering machine or answering service telephone numbers will not be considered acceptable.

C. Upon notification by the District Program Manager or designee, Contractor shall mobilize appropriate personnel, material and equipment for response to incidents to provide emergency support services including, hazmat identification of wastes, containment, clean-up, decontamination, furnishing or materials and/or equipment, waste transportation and disposal, etc. Typical tasks may include furnishing of vacuum tanker services for pumping of sumps and tanks, furnishing personnel, materials and/or equipment for spill cleanup and/or waste containment, packaging, transportation, etc.

D. The time for preliminary assessment personnel of contractor to respond to an incident/spill shall not exceed two (2) hours. The time for clean-up/response teams (personnel, materials and equipment) or vacuum tankers to respond to incidents/spills and be on site ready for clean-up activities shall not exceed four (4) hours.

E. Specific minimum equipment requirements shall include:

1. Road and safety equipment 2. Communication materials 3. Absorbent materials 4. Recovery containers 5. Neutralizing agents 6. Technical reference library\Tools necessary for clean-up and leak

stoppage 7. Sampling equipment needed for profiling wastes 8. First aid equipment 9. Fresh air breathing apparatus




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10. Air monitoring equipment 11. Proper disposal vehicles to transport wastes 12. Protective equipment for hazards to life environments 13. All documentation, labeling and placards for shipping wastes 14. Pump Outs of Oil-Water Separators, Sumps and Bus Wash Sumps

and Recycle Tanks

F. As needed, the Contractor shall pump out and dispose of the contents of the District’s oil-water separators, sumps and bus wash sumps and recycle tanks at the District’s three operating Divisions and the Central Maintenance Facility. The hourly labor rate for cleaning these units is to be included as a separate line item on Proposer’s standard rate schedule.

11. SPILL PREVENTION AND CLEAN-UP

A. Contractor shall use appropriate methods, equipment and practices required by all federal, state and local laws and regulations as well as industry recommended and approved methods, equipment and practices to ensure that no discharges, releases, spills or leakage occurs during the packaging, loading, transportation, storage and disposal or wastes to be managed under this contract.

B. In the event of a discharge, release, spill or leakage of industrial wastes during packaging, loading, transportation, storage or disposal or wastes to be managed under this contract, the Contractor shall take appropriate and immediate action to protect human health and the environment. The Contractor shall, at no expense to the District, be fully responsible for, and take appropriate and immediate action to remediate and clean-up any such discharge, release, spill and leakage in accordance with all applicable federal, state and local laws and regulations.

C. The District will direct actions taken should any discharge, release, spill or leakage of hazardous wastes occur during packaging, loading and/or transportation activities on District property. The Contractor shall compensate the District for any costs incurred for response to any discharge, release, spill or leakage of hazardous wastes occurring on District property during loading, packaging, and/or transportation activities caused by Contractor negligence.

D. The Contractor shall immediately notify the District Program Manager by telephone and in writing should any accident or incident occur which results in any discharge, release, spill or leakage which involves any wastes to be managed under this contract and will prepare all appropriate




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release reports or notices. The Contractor shall make all notifications and reporting to the appropriate regulatory or emergency response agencies as required under federal, state and local laws and regulations in the event of a discharge, release, spill or leakage of hazardous wastes during transportation, storage or disposal of wastes to be managed under this contract. In addition, Contractor agrees to defend, indemnify and hold the District harmless for any discharge, release, spill or leakage of hazardous wastes during transportation, storage or disposal of wastes to be managed under this contract. Contractor also agrees to pay any fines, penalties and damages as a result thereof.

E. If requested by the District, the Contractor shall furnish the District Program Manager with a detailed written report describing any discharge, release, spill or leakage of industrial wastes during transportation, storage or disposal of wastes to be managed under this contract that required notification to the District or any federal, state and local regulatory or emergency response agency.

12. SAFETY REQUIREMENTS

A. All work shall be performed in strict accordance with District, Federal OSHA and California OSHA safety procedures. Contractor agrees to comply fully with all current and subsequently revised procedures or regulatory requirements. All contractor personnel must be fully qualified and trained to operate Contractor’s equipment (and District-owned equipment i f / when used) and be trained in safe operating practices regarding hazardous and non-hazardous waste operations. The Contractor shall furnish safety equipment required by the District and be fully responsible for the maintenance and use thereof.

B. The Contractor agrees to perform its obligations hereunder in a safe and efficient manner, using good operating practices. Contractor’s vehicles, equipment, and practices used hereunder shall meet without limitation all DOT, EPA, DTSC and CHP requirements.

C. The Contractor’s operators must be competent and properly trained in the handling of both hazardous and non-hazardous waste in accordance with federal, state and local laws and regulations.

D. All Contractor operators shall hold a California Class I license and current annual medical card and all necessary endorsements required for the completion of the work stated herein.




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E. The Contractor shall provide and utilize wheel chocks during the loading and unloading of trucks.

F. All equipment furnished by the Contractor shall be in a good state of repair/condition and of a type and design that will permit safe and efficient operation and shall be in accordance with all state and federal rules and regulations pertaining to such equipment.

G. Vacuum pump engines shall be diesel driven. Trucks and tanks shall be equipped with a vehicle grounding system. Tanks shall be equipped with external mechanical level indicators capable of measuring loads in increments of one-fourth (1/4) capacity of tank.

H. The work outlined herein may be performed in or near operations or mechanical work areas. All reasonable precautions shall be taken to minimize interference within the work area. In the event interference does occur, the Contractor shall seek direction from the appropriate District authorized representative.

I. The Contractor will post and maintain all signs, notices, barricades, and other safeguards required by law, ordinance, or good judgment. The Contractor shall bear full responsibility for the protection and safety of public, personnel, materials, and surfaces in the vicinity of the work being performed.

13. NON-CONFORMITY OF WASTE

A. The Contractor shall have the right to reject any waste to be managed under this contract that does not materially conform to the list of wastes provided for each shipment by the District’s Program Manager. In rejecting any waste, the Contractor shall notify the District’s Program Manager for the reason(s) of non-conformity. The rejection of any item to be managed under this contract shall not affect the acceptance by the Contractor of any other item to be managed under this contract.

B. If the Contractor accepts a waste item but determines within thirty (30) calendar days that the waste is non-conforming, the Contractor shall notify the District’s Program Manager by telephone and in writing, if requested by the District’s Program Manager, of such non-conformity. If the District is unable to verify or correct the non-conformity, the Contractor and the District shall, in good faith, attempt to correct the non-conformity and provide for the appropriate management of the waste. In the event the Contractor and the District are unable to agree on an appropriate




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resolution of the non-conformity, the District will pay, as applicable, the cost of transporting to the Contractor’s recycling or TSDF, the cost of return transporting from the Contractor’s recycling or TSDF to the District facility and other reasonable charges incurred by the Contractor with the District’s Program manager’s written approval.

C. In the event the Contractor gives the District’s Program Manager notice of any non-conformity, the District may notify the Contractor of the District’s intent to verify the alleged non-conformity or to correct any correctable non-conformity. The Contractor shall cooperate with and assist the District, at the District’s expense, to make such verification and correction, including conducting additional inspections, taking and analyzing additional samples as requested by the District, and making the non- conforming waste available to the District.

D. In the event the Contractor and the District agree, or additional information indicates that the waste material is not non-conforming for the reasons specified in the Contractor’s notice of non-conformity, the Contractor’s notice of non-conformity shall be deemed null and void and the Contractor shall reimburse the District for all costs incurred in the verification process.

E. The Contractor will be required to perform all the necessary and legal tasks which, though not specifically listed and noted in the RFP, are necessary tasks to actually perform or are necessary to conform to all requirements which furnishing removal and disposal services for industrial wastes. Such tasks include, assessment of problems; sample collection; sample analysis; data interpretation; toxicological advice; expert opinion as to the characteristics of the hazardous material; recommendations as to appropriate removal and disposal action; determination of appropriate mode of transportation; selection (with the approval of the District) of proper disposal or treatment; assistance in regulatory requirements; assistance and instruction in handling, packaging, site mitigation and investigation; tank cleaning; and assistance in employee training and industrial hygiene and safety practices (if by request by the District).

(END OF SCOPE OF SERVICES



FORMS – CONTRACTOR FILL-IN AND RETURN WITH PROPOSAL

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ATTACHMENT NO. 1 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 DBE. Sub-contractors 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. This attachment is to be completed by Proposers – not contractor’s clients. 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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ATTACHMENT NO. 2 SMALL LOCAL BUSINESS 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. Subcontractor name SLBE % of project work Certification No. Subcontractor name SLBE % of project work Certification No. Subcontractor name SLBE % of project work Certification No. Subcontractor name SLBE % of project work Certification No.

[END OF SMALL LOCAL BUSINESS PROCUREMENT WORKSHEET]




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ATTACHMENT 3: PROPOSER QUALIFICATIONS AND REFERENCE QUESTIONNAIRE FORM

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. Facsimile Number: 4. SAM Registration Number - Provide proof of your firms System for Award Management

(SAM) Registration (Formerly CCR Registration & ORCA certification) ) for more information you can log into the website at http://federalcontractorregistry.com/ If advised that this procurement is Federally Funded. If not state not applicable

5. Number of Years in Business: 6. Organization is (check one): ___ Corporation ___ Partnership ___ Association ___ Joint

Venture ___ Sole Proprietorship ___ Public Agency ___ Quasi-Public Agency 7. If a Corporation, State where incorporated? 8. Date firm organized 9. Employee/Tax Identification Number: 10. Organization's Address:

11. Name, Title, and Telephone Number, Email Address of the Organization's Authorized

Representative:

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

http://federalcontractorregistry.com/




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13. 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.

14. Indicate whether a specific corporation or joint venture would be formed for the sole

purpose of receiving this Contract:

15. Organization's Credit References and, Dun and Bradstreet number (list name, address

and telephone number of at least three, including business bank):

Proposers Dun and Bradstreet Number:

A. Reference

B. Reference

C. Reference

16. 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.




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17. Has a contract been “defaulted”? __________ If so, where, when and why?

How was it resolved?

18. Has there been a past contract “debarment” action? __________ If so, where, when and

why? _______ How was it resolved?

19. Attach City, County, State Business License(s), Permit(s) copies to include dates and

geographic areas of operation. 20. Firm experience. State the number of year’s Proposer has provided like services for this

RFP requirement. Years 21. List three (3) current or past Public sector clients and contracts, whose services are

comparable to or greater in size than the District’s requirements. Include the contract value, scheduled contract completion date, a contact person,telephone number, email address and describe the level of services rendered for each contract. (see Section 20, Proposal Requirements: Part III – Performance - Firm’s Past Performance and Experience)

1.

Firm Name: Street: City, State, Zip: Contact: Telephone Number:




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Email Address: Length of Service: MM ____ YR to ____ MM ____ YR Contract Value: Brief Description of Products & Services Provided:

2.

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

3.

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

[END OF REFERENCE QUESTIONNAIRE FORM]




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ATTACHMENT NO. 4: DETERMINATION OF RESPONBISLIBITY REQUIREMENTS

I. RESPONSIBILITY CERTIFICATION

In submitting this bid/proposal, the undersigned certifies on behalf of its firm and any proposed subcontractors as follows: Eligible Bidder: The bidder warrants and represents that neither the Bidder/Proposer, any of its employees or its subcontractors: (1) have not within a three-year period preceding thus Bid/Proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (2) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in item (1) of this certification; and (3) have not within a three-year period preceding this application/Bid had one or more public transactions (Federal, State or local) terminated for cause or default.

Bid Validity: If this offer is accepted within one hundred twenty (120) calendar days from the due date, to furnish any or all services upon which prices are offered at the designated point within the time specified.

Receipt of Addenda: The Bidder/Proposer warrants and represents that it has received all Addenda issued by the District in connection with this Request for Proposal/Bids/Qualifications.

Insurance: The Bidder/Proposer will complyiance with the insurance requirements provided in Section 29. Insurance Requirements.

Integrity and Ethics: The Bidder/Proposer has a satisfactory record of integrity and business ethics, in compliance with 49 U.S.C. Section 5325(j)(2)(A). Non-Debarment: The Bidder/Proposer is not included on the U. S. Comptroller General’s Consolidated List of Persons or Firms currently debarred for violations of various contracts incorporating labor standards provisions, and from Federal programs under DOT regulations 2CFR Parts 180 and 1200, or under the FAR at 48 CFR Chapter 1, Part 9.4.


HAZARDOUS WASTE SERVICES, TRANSPORTATION AND RECYCLYING/DISPOSAL FOR THE PERIOD TBD, 2016 THROUGH TBD, 2021

FORMS – CONTRACTOR FILL-IN AND RETURN WITH PROPOSAL ATTACHMENT NO. 4: DETERMINATION OF RESPONBISLIBITY REQUIREMENTS

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Public Policy: The Bidder/Proposer Is in compliance with the public policies of the Federal Government, as required by 49 U.S.C. Section 5325(j)(2)(B).

Administrative and Technical Capacity: The Bidder/Proposer has the necessary organization, experience, accounting, and operational controls, and technical skills, or the ability to obtain them, in compliance with 49 U.S.C. Section 5325(j)(2)(D).

Licensing and Taxes: The Bidder/Proposer Is in compliance with applicable licensing and tax laws and regulations.

Financial Resources: The Bidder/Proposer has, or can obtain, sufficient financial resources to perform the contract, as required by 49 U. S. C. Section 5325 (j)(2)(D). Production Capability: The Bidder/Proposer has, or can obtain, the necessary, production, construction, and technical equipment and facilities. Timeliness: The Bidder/Proposer Is able to comply with the required delivery or performance schedule, taking into consideration all existing commercial and governmental business commitments.

Performance Record: The Bidder/Proposer Is able to provide a satisfactory current and past performance record. Non-Collusion: The Bidder/Proposer has made this bid independently, without consultation, communication, or agreement for the purpose of restricting competition as to any matter relating to Request for Proposal/Bids/Qualifications with any other FIRM or with any other competitor.

Non-Conflict: The Bidder 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.


HAZARDOUS WASTE SERVICES, TRANSPORTATION AND RECYCLYING/DISPOSAL FOR THE PERIOD TBD, 2016 THROUGH TBD, 2021

FORMS – CONTRACTOR FILL-IN AND RETURN WITH PROPOSAL ATTACHMENT NO. 4: DETERMINATION OF RESPONBISLIBITY REQUIREMENTS

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Equal Employment Opportunity: The Bidder/Proposer represents and warrants that the bidder/proposer or Bidder/Proposer hereby certifies that it will comply with the requirements of the “Equal Opportunity/Non-Discrimination” provisions of this solicitation.

Covenant Against Gratuities: The Bidder/Proposer nor any of its employees, representatives, or agents have offered or given gratuities (in the form of entertainment, gifts, or otherwise) to any director, officer, or employee of the Alameda Contra Costa Transit District with the view toward securing favorable treatment in the awarding, amending, or the making of any determination with respect to the performance of this Contract.

Certification Signature: The Bidder attests and certifies under penalty of perjury to all certifications listed above by signature of this document.

Signature (Authorized Representative) Printed Name Title Date



FORMS – CONTRACTOR FILL-IN AND RETURN WITH EACH REQUEST FOR PAYMENT ATTACHMENT NO. 5 PROMPT PAYMENT AFFIDAVIT

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Contractor will place a check in the appropriate box below that applies to this payment request.

Re: Payment Request No. _______

I, ___________________________, the _________________________________ Name Title (e.g., President, VP, etc.)

of _________________________ , do state the following with regard to Name of Company/Firm payments made under Contract No. ______________________ ("Contract"): 1. Subcontractors, at the first tier, both DBE and non-DBE, who completed work and were listed for payment on the prior Payment Request No. _______, were paid no later than seven (7) days after Company received payment from the District. 2. Copies of invoices and cancelled checks for subcontractors at the first tier who were paid under the prior payment request have been delivered or mailed to the DBE Department. In addition, Company has attached to the current Payment Request all lien waivers for prior subcontractor payments and any other documentation required by the District. (Failure to attach all required documentation to the Payment Request or forward cancelled checks and invoices to the District’s DBE Department may cause the Payment Request to be rejected by the District.) 3. All retained amounts withheld from any subcontractor who satisfactorily completed its portion of the contract work, including punch list items, were paid to the subcontractor(s) no later than sixty (60) days after it satisfactorily completed its work, whether or not the District has paid said retained amounts to Company. Attach a copy of the cancelled check evidencing payment of each retained amount. 4. There was no delay in or postponement of any payment owed to a subcontractor, whether periodic payment or retained amount, except for good cause and after receipt of prior written approval from the District’s Director of Procurement and Materials. Subscribed and sworn to before me this ___________________ day of _____________ 20______ _______________________________ Notary Public

_________________________________ Company Name _________________________________ Signature _________________________________ Print Name Date: ____________________________

(revised 9/18/2012) [END OF PROMPT PAYMENT AFFIDAVIT]



ATTACHMENT NO. 6 SERVICE COST PROPOSAL/PRICE-BID FORM

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Item No.

Supplies/Services

Unit

EST. Yearly QTY

Disposal Method

Unit price YEAR 1

Unit price YEAR 2

Unit price YEAR 3

Unit price YEAR 4

Unit price YEAR 5

001 Bulk used oil Gal 69,825 002 Used oil filters DM 528

003 Oily solids, waste code 352 DM 217

004 Separator sludge liquid, waste code 222

DM 120

Transportation per drum Recycling/Disposal per drum

005 Bulk separator sludge liquid, waste code 222

Gal 34,500

Transportation per gallon Recycling/Disposal per gallon

006 Separator sludge solid, waste code 223

DM 160

Transportation per drum Recycling/Disposal per drum

007 Oily water, waste code 221 DM 52 Transportation per drum Recycling/disposal per drum




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Item No.

Supplies/Services

Unit

EST. Yearly QTY

Disposal

Method

Unit price YEAR 1

Unit price YEAR 2

Unit price YEAR 3

Unit price YEAR 4

Unit price YEAR 5

008 Bulk oily water, waste code 221 Gal 30,000 Transportation per gallon Recycling/disposal per gallon

009 Waste paint related material, waste code 212

DM 6

Transportation per drum Recycling/disposal per drum

010 Diesel/oil/water mixture, waste code 343

DM 10


011 Universal waste, alkaline dry cell batteries

DM 8


012 Universal waste lamps, fluorescent tubes Pounds 1760

Transportation per pound Recycling/disposal per pound




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Item No.

Supplies/Services

Unit

EST. Yearly QTY

Disposal Method

Unit price YEAR 1

Unit price YEAR 2

Unit price YEAR 3

Unit price YEAR 4

Unit price YEAR 5

013 Film developer, waste code 123 DM 4 Transportation per drum Recycling/disposal per drum

014 Film fixer, waste code 132 DM 4 Transportation per drum Recycling/disposal per drum

015 Petroleum based oil, printing sludge, waste ink

DM 1


016 Spent antifreeze (ethylene glycol solution) Gal 26,800 Transportation and Recycling per

gallon

Provide Total Price Per Year (EST Yearly QTY x Unit price)

Total price for all Five (5 ) Years (lump sum)

CONTRACTOR NAME




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Provide Estimated Rates Prices shall remain firm for all five (5) years and awarded on an as needed basis

Item No.

Supplies/Services

Unit

EST. Yearly QTY

Disposal Method

Unit price YEAR 1

Unit price YEAR 2

Unit price YEAR 3

Unit price YEAR 4

Unit price YEAR 5

017 Waste profiling, per waste stream

018 Vacuum truck, 5000 gallons, with operator, per hour

HR

019 Stake bed truck, 4 ton minimum with driver, per hour

HR

020 Flatbed truck, 40 foot minimum with driver, per hour

HR

021 Trained hazardous waste technician/tank cleaner per hour

HR

022 Vacuum truck washout, per washout

023 Emergency Response Supervisor HR

024 Emergency Response Technician HR

025 Emergency response supplies and equipment (Provide price list)

026 Personal protective equipment (PPE) per man day



ATTACHMENT 7 - SAMPLE CONTRACT

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CONTRACT is made and entered into this ____ day of _____ 2016, 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 furnish the District all labor, equipment, supplies, material and services as specified in and in full accordance with the Request for Proposal No. 2016-1363 dated, TBD, 2016 entitled Hazardous Waste Services, Transportation and Recycling/Disposal services.

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 2016-1363 issued _____ and any addenda. C. Contractor Proposal submitted in response to RFP 2016-1363 dated _____.

3. PERIOD OF PERFORMANCE

Sample 2 – Services under this Contract shall commence upon execution of the Contract by the Parties and continue until TBD, 2021, unless extended by the parties. Contractor shall not be held liable for delays resulting from scheduling problems on the part of the District.

4. CONTRACT PRICE/PAYMENT

Contractor shall provide all of the services specified in this Contract for a total firm fixed price of __________ ($X,XXX,XXX.XX) as specified in the Contractor’s proposal dated __________ and as restated below. The prices shall remain firm through the term of this Contract. The amount shall include all costs for labor, materials, tools, equipment, services, freight, insurance, overhead, profit and all other costs incidental to the performance of the services specified under this Contract




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Value Year 1 $ Value Year 2 $ Value Year 3 $ Value Year 4 $ Value Year 5 $ Total value for the five *5) year period $ Emergency response rates as quoted in the Contractor’s proposal shall remain firm throughout of the term of this contract. The District and the Contractor shall mutually agree upon any adjustments in payment. Contractor shall submit invoices for services performed in accordance with the terms of payment, with all applicable backup documentation, to AC Transit Accounts Payable, P.O. Box 28507, Oakland, California. 94604. Payment to the Contractor will be made Net 30 Days after receipt of approved invoices. Please reference the Contract Number and the Purchase Order Number on all invoices. Failure to do so could delay payment.

5. PROGRAM MANAGER A. The Program Manager will be the primary point of contact for the District,

coordinating program management between the Contractor, Contract Specialist, and Purchasing Manager. Technical project questions, issues and requests for clarifications should be directed to:

AC Transit Dan Ruslen, P.E. Senior Project Manager, Environmental Engineering 10626 International Blvd. Oakland, CA 94612 510-577-8869

B. All issues, decisions, or potential Contract changes, in conflict with any term and/or

condition of the Contract, are to be coordinated with the Purchasing Department prior to a final determination.

6. 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,




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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: AC Transit Company Name Procurement and Materials Director Attn: 1600 Franklin Street, 8th Floor Address Oakland, California 94612 City, State, Zip

7. 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.

8. 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.

9. 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.

10. 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.




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11. GOVERNING LAW

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

12. ASSIGNMENT

The Contractor shall not assign, transfer, convey, sublet or otherwise dispose of the Contract or any right, title, or interest in or to the same or any part thereof without prior consent of the District.

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. 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.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)




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IN WITNESS WHEREOF, the parties have executed this Contract on the dates set forth below. AC TRANSIT DISTRICT: CONTRACTOR: _______________________________ ______________________________ Michael Hursh Date Name and Title Date General Manager Approved as to Form and Content: _______________________________ Denise Standridge Date General Counsel [END OF SAMPLE CONTRACT]

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