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REQUEST FOR PROPOSAL (RFP) 12-01 DEVELOP EMERGENCY EXERCISE PLAN PROJECTS AND UPDATE EMERGENCY OPERATIONS PLAN TABLE OF CONTENTS INTRODUCTION I. II. III. IV. V. VI. VII INSTRUCTIONS TO PROPOSERS PROPOSER’S MINIMUM QUALIFICATIONS EVALUATION AND SELECTION PROTESTS DBE REQUIREMENTS AND POLICY INSURANCE REQUIREMENTS PROPOSAL FORMAT AND CONTENT Pg. 1 Pg. 1 Pg. 5 Pg. 6 Pg. 7 Pg. 8 Pg. 8 Pg. 9 Pg. 11

VIII. SCOPES OF SERVICES

ATTACHMENTS: Attachment A Attachment B Attachment C Attachment D Attachment E Attachment F EXHIBITS: Exhibit A Exhibit B Exhibit C Exhibit D Agreement For Services Compensation, Invoicing and Payment Insurance and Indemnity Requirements Federal Requirements General Information Form Price Proposal Form Designation of Subcontractors, Suppliers & Subconsultants Listing of DBE Prime and Subcontractors Certification Regarding Lobbying Certification on Non-Construction Employee Protection

RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan

INTRODUCTION The Santa Clara Valley Transportation Authority, also known as VTA, is the result of a 1995 merger between two previously separate entities: the Santa Clara County Transit District and the Congestion Management Agency for Santa Clara County. VTA is an independent special district responsible for bus and light rail operations, congestion management, specific highway improvement projects and countywide transportation planning. As such, VTA is both an accessible transit provider and multi-modal transportation planning organization involved with transit, highways, roadways, bikeways, and pedestrian facilities. Working under the direction of a 12 member Board of Directors, VTA’s annual operating budget is approximately $363 million, and its currently approved capital program is approximately $1 billion. VTA’s bus fleet of 450 buses serves a 326 square mile urbanized service area and operates approximately 19 million miles annually. The 42.2-mile light rail system is served by 100 rail cars and 5 historic trolley cars and operates approximately 2.2 million miles annually. VTA employs approximately 2,041 people, of whom 635 are administrative, clerical and professional positions and 1406 are operators and maintenance positions. There are four operating/maintenance facilities located within Santa Clara County. The administrative headquarters is located separately from these four facilities. For more information about VTA, log on to www.VTA.org ABOUT RFP 12-01 VTA is seeking services from qualified firms who will (1) revise the VTA Emergency Response/Business Recovery Plan and/or (2) develop a portfolio of emergency drills and exercises which shall include facilitating two actual field exercises. A firm may submit proposals for one or both requirements. Details of the requirements are as specified in Section VII of this RFP entitled “Scope of Services.” I. INSTRUCTIONS TO PROPOSERS

A. Procurement Schedule VTA’s procurement schedule dates are listed in the table below. All dates set forth in this RFP are subject to change at VTA’s sole discretion, and will be provided to Proposers as an Addendum. ACTIVITY Issue RFP Pre-Proposal Conference Deadline to Submit Questions Deadline to Submit Proposal Proposer Interviews DATE/TIME January 19, 2012 February 7, 2012 @10:00 a.m. February 9, 2012 @ 5:00 p.m. February 29, 2012 @ 5:00 p.m. March 19 and 20, 2012

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RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan

B. Designated Point of Contact All communications with VTA shall be with the Designated Point of Contact identified herein: Ephraim Cadaing Contracts Administrator II Santa Clara Valley Transportation Authority 3331 North First Street, Building A San Jose, California 95134-1927 Phone: (408) 321-7160 Email: ephraim.cadaing@vta.org C. Pre-Proposal Conference All prospective Proposers are strongly encouraged to attend the pre-proposal conference scheduled as follows: 10:00 a.m. on Tuesday, February 7, 2012 Santa Clara Valley Transportation Authority 3331 North First Street, Building A, Room 106 San Jose, California 95134 D. Examination of Proposal Documents By submitting a proposal, the Proposer represents that it has thoroughly examined and become familiar with the work required under this RFP, and that it is capable of performing quality work to achieve VTA’s objectives. E. Addenda/Clarifications Questions or comments regarding this RFP must be submitted via e-mail correspondence which is the preferred method, and must be received by VTA no later than 5:00 p.m. on Thursday, February 9, 2012. Correspondence shall be addressed to the Designated Point of Contact provided in paragraph II B. As an alternative to e-mail, questions may be submitted using a facsimile machine. VTA’s facsimile number is (408) 955-9729. Responses from VTA will be communicated in writing to all recipients of this RFP. Inquiries received after the date and time stated above will not be accepted. F. Submission of Proposals All proposals shall be submitted to the Designated Point of Contact no later than 5:00 p.m. on Wednesday, February 29, 2012.

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charts.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan The Proposer shall submit six copies of its proposal in a sealed envelope. or none of the Proposers. exhibits. Accept other than the lowest offer. VTA cannot guarantee that such information will be held confidential G. Reject any or all proposals. inquiries. 3. 9. Conduct interviews at its discretion. Issue subsequent Requests for Proposal. and require additional evidence or qualifications to perform the Services described in this RFP. the Proposer. Award a contract to one or more Proposers. Remedy technical errors in the Request for Proposal process. Approve or disapprove the use of particular subcontractors. 7. Negotiate with any. and correspondence related to this RFP and all reports. 11. addressed as noted above. 5. require confirmation of information furnished by the Proposer. 4. H. and clearly marked as follows: “RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations” All responses. or on behalf of. VTA reserves the right to: 1. Rights of VTA This RFP does not commit VTA to enter into a Contract. Withdrawal of Proposals A Proposer may withdraw its proposal at any time before the expiration of the time for submission of proposals as provided in this RFP by delivering to the Contracts Office a written request for withdrawal signed by. 6. VTA may investigate the qualifications of any Proposer under consideration. and other documentation produced by the Proposer that are submitted as part of the proposal will become the property of VTA when received by VTA and may be considered public information under applicable law. Any proprietary information in the proposal should be identified as such. nor does it obligate VTA to pay for any costs incurred in preparation and submission of proposals or in anticipation of a contract. 8. schedules. 3 . Postpone opening for its own convenience. bearing the Proposer’s name and address. 2. VTA will not disclose proprietary information to the public. all. Waive informalities and irregularities in proposals. unless required by law. 10. however. displays. Solicit best and final offers from all or some of the Proposers.

Collusion By submitting a proposal. and that the Proposer has not in any manner sought collusion to secure any improper advantage over any other person submitting a proposal. induced or solicited any other person to submit a sham proposal or any other person to refrain from submitting a proposal.1F. the latest such audit report. Exceptions to the Agreement Proposers shall be prepared to accept the terms and conditions of the Agreement and the Insurance and Indemnification requirements. including direct labor. 2. at its sole discretion. Proposer shall furnish the reasons therefore as well as specific recommendations for alternative language.” The exceptions to the agreement shall include the following: 1. Every Proposer that has been the subject of any audit report by any government or public agency or qualified independent CPA must attach with its proposal. The Levine Act prohibits any VTA Board Member from participating in or influencing the decision on awarding a contract with VTA to anyone who has contributed more than $250 to the 4 . J. Only the exceptions stated in the Proposal will be considered when negotiating the Agreement.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan I. each Proposer represents and warrants that its proposal is genuine and not a sham or collusive or made in the interest of or on behalf of any person not named therein. Proposer shall clearly identify each proposed change to the Agreement. will be FirmFixed Price Contract (s) with a term of approximately one year. Contract Type It is anticipated that the agreement(s) resulting from this solicitation. that the Proposer has not directly or indirectly. including all relevant Exhibits. Proposals that take substantial exceptions to the Agreement or proposed compensation terms may be determined by VTA. Levine Act The Levine Act (Government Code Section 84308) is part of the Fair Political Practices Act. M. if awarded. materials. K. Proposer shall provide the following information as a section of the Proposal identified as “Exceptions to the Agreement. Audit Report/Requirements Proposers must agree to abide by the requirements in Paragraph 10 of FTA Circular 4220. L. If a Proposer desires to take exception to the above. The above factors will be taken into account in evaluating proposals. fringe benefits and general overhead. to be unacceptable and no longer considered for award.

2. Proposers must disclose on the record any contribution of more than $250 that they have made to any VTA Board Member within the twelve-month period preceding submission of its Proposal. The proposer must have a minimum of five years experience writing public transit emergency plans and conducting emergency exercises. If you have made a contribution that needs to be disclosed. General Qualifications 1. The project manager and any other technical staff must have five years experience in the field relative to the project responsibilities they are assigned including the field exercise project. The Levine Act also requires a member of the VTA Board who has received such a contribution to disclose the contribution on the record of the proceeding. PROPOSER’S MINIMUM QUALIFICATIONS A. This duty applies to your company. 2. Specific Qualifications 1. any agents for you or other team members and to the major shareholders of any closed corporation that is part of your team. specifying the date. A Proposer is prohibited from making a campaign contribution of more than $250 to a VTA Board Member while its Proposal is pending before VTA and for three months following the date a final decision concerning the Proposal has been made.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan Board Member within the previous twelve months. you must include this information with your Proposal. 5 . II. amount and recipient of the contribution. VTA Board Members are prohibited from soliciting or accepting a contribution of more than $250 from a party applying for a contract while the matter of awarding the contract is pending before VTA and for three months following the date a final decision concerning the contract has been made. The proposer shall have sufficient experience in and comprehensive knowledge of public transit emergency operations planning and emergency exercise development and execution. B. any member of your team. The proposer shall possess knowledge of federal and state regulations and codes regarding transit emergency operations requirement. The proposer must be able to provide a list of references for at least three projects where they provided similar services within the last three years. In addition.

VTA will notify Proposers regarding the schedule and other pertinent interview information. 6 . and quality assurance program. key personnel’s level of involvement in performing related work. Qualification of the Firm: 30 Points Technical experience in performing work of a closely similar nature. VTA reserves the right to conduct interviews at its discretion. work plan. Evaluation Procedure The Review Board will evaluate proposals based on the pre-established criteria to determine the successful Proposer or establish a shortlist of firms to interview. potential problem areas. especially the project manager. 3. Evaluation Criteria: The following criteria will be used to evaluate proposals: 1. 2012 available in the event the Review Board conducts interviews. The names of the Review Board members are not revealed prior to the interviews. concurrence in the restrictions on changes in key personnel. B. technical experience and strength and stability of proposed subcontractors. Proposed enhancement to VTA’s scope of work based on proposer’s experience that would add value to VTA. the interview is scheduled for one hour and requires the Project Manager to be a lead participant. Cost and Price: 30 Points The reasonableness of the total price and competitiveness of this amount with other offers received. Proposers are asked to keep March 19 and 20. experience working with transit properties or other public agencies. particularly key personnel. 4.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan III. project approach. record of completing work on schedule. adequacy of labor commitment. logic of project organization. The individual or composite rating and evaluation forms prepared by individual Review Board members are not retained by VTA and will not be revealed. Typically. EVALUATION AND SELECTION A. Project Understanding 20 Points Proposer’s demonstrated understanding of the project requirements. Staffing and Project Organization: 20 Points Qualifications of project staff. strength and stability of the firm. 2. If invited to interview. and assessments by client references.

however. B. PROTESTS A. 36 may be obtained by contacting Tom Smith. do not relieve Proposers from the responsibility of submitting written protests as required by VTA Policy No. Protestor will be notified of VTA’s final decision prior to issuance of Award. Building A San Jose. negotiations will be conducted for the extent of services to be rendered and for the method of compensation. 7 .RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan C. All appeals submitted to the FTA shall be filed and will be handled in accordance with FTA Circular 4220. If necessary. A Proposer may appeal VTA’s determination of the protest to the Federal Transit Administration. Solicitation Phase Prior to the closing date for submittal of proposals. Any such protests shall be filed no later than 10 working days prior to the scheduled closing date. Purchasing and Materials Manager. Such discussions. Proposer’s requests and protests shall be addressed to: Santa Clara Valley Transportation Authority Contracts and Materials Management Attention: Thomas B. California 95134-1927 The full text of VTA’s Policy No. Protests shall contain a statement of the grounds for protests and supporting documentation. Proposer may submit to VTA protests regarding the procurement process.1F. Award When the Review Board has completed its work. A Proposer may discuss the Procurement Documents with VTA. 36 – Bid Protests. the closing date of the solicitation may be extended pending a resolution of the protest. or alleged improprieties in specifications or alleged restrictive specifications. Purchasing and Materials Manager 3331 North First Street. Smith. IV. at (408) 321-7190. Pre-Award Protests dealing with alleged improprieties in the procurement or the procurement process that can only be apparent after the closing date for receipt of proposals shall be filed within 5 working days of issuance of the Notice of Recommended Award.

INSURANCE REQUIREMENTS Insurance requirements for this project are set forth in Exhibit C entitled “Insurance and Indemnity Requirements. have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal. This report shall be mailed to the following address: Santa Clara Valley Transportation Authority Office of Small and Disadvantaged Businesses 3331 North First Street. The lists can be obtained by contacting the DBE Administrator in VTA’s Small and Disadvantaged Businesses at (408) 3215962 or on the web at http://www.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan V.com. In this regard Proposer will use its best efforts to ensure that DBEs shall have an equitable opportunity to compete for subcontract work under any subsequent Agreement resulting from this RFP.california ucp.VTA.org/inside/downloads/index. Building A San Jose. Quarterly or Semi-annual Utilization Reports.” 8 .2% annual utilization of Disadvantaged Business Enterprises (DBEs). Policy It is VTA policy to ensure that Disadvantaged Business Enterprises (DBEs).html#dbe. as required by the Office of Small & Disadvantaged Business Enterprises (OSDBE). Contractor shall submit DBE Monthly. DBE lists by expertise will be available to proposers as a reference for identifying and contacting DBEs with the desired contracting capabilities. state or local funds. B. DBE REQUIREMENTS AND POLICY A. DBE Participation In connection with Request for Proposal. proposer agrees to cooperate with VTA in meeting VTA’s overall goal of 18. as well as a DBE Final Utilization Report at the conclusion of the contract indicating any DBE utilization during the course of the agreement. as defined in 49 CFR Part 26. CA 95134 Attn: Hayden Lee These forms are available at http://ww. The Proposer must ensure that DBE subcontractors are certified at the time of proposal submittal. although there is no specified Anticipated DBE Participation Level. VI.

outlining the activities that would be undertaken in completing the various tasks and specifying who would perform them. capacity and resources. it is requested that standard 8 -1/2 x 11” paper be used with the simplest possible method of fastening (except that paper clips shall not be used). Give a brief statement of the firm’s adherence to the schedule and budget for each project. Identify the scopes of services submitted in consideration for this proposal. Work Plan for each Scope of Services: By presentation of a well-conceived work plan. Six copies of the proposal are required. 4. Description of pertinent project experience shall include a summary of the work performed. the period over which the work was completed. The nature and form of response are at the discretion of those responding. this section shall include a listing of any lawsuit or litigation and the result of that action resulting from (a) any public project undertaken by the Proposer or by its subcontractors where litigation is still pending or has occurred within the last five years or (b) any type of project where claims or settlements were paid by the contractor or its insurers within the last five years. and 2) not include any unnecessary promotional material. the total project cost. Succinctly describe the proposed approach for addressing the required work. considering the size of the proposal. 3. The Proposer is encouraged to propose enhancements to the Scope of Work that based on its work experience would benefit the VTA. Content The following information and attachments must be included in all copies of proposals submitted. 9 . B.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan VII. and phone number of clients to be contacted for references. Additionally. Format Proposals shall be typed and be: 1) as brief as possible. 1. Include a discussion on the firm’s financial stability. Qualifications of the Firm: This section shall include a brief description of the Proposer’s and subconsultant’s qualifications and previous experience on similar or related government projects. this section of the proposal shall establish the Proposer’s understanding of VTA’s objectives and work requirements and Proposer’s ability to satisfy those objectives and requirements. Include a timetable for completing all work specified in the Scope of Work. PROPOSAL FORMAT AND CONTENT A. For ease of handling. 2. General Information Form (Attachment A): Complete and place in the front of all proposals. title. and the name. the percentage of work the firm was responsible for. Profile of Firm: This section shall include a brief description of the firm’s size as well as the local organizational structure. but shall include the information listed below.

Certification of Nonconstruction Employee Protection (Attachment F): Complete this form and include in proposal. and. 11. 10 . 6. Suppliers & Subconsultants Attachment D Listing of DBE Prime and Subcontractors 8. entitled “Insurance and Indemnity Requirements. cause the proposal to be rejected as being non-responsive. without the prior approval of VTA. entitled “Compensation. prior to award of a contract. therefore. Additionally. Certification Regarding Lobbying (Attachment E). Disadvantaged/Small Business Enterprise Participation: Complete the attached forms and include in each proposal: Attachment C Designation of Subcontractors.” Exhibit B. Project Staffing: This section shall discuss how the Proposer would propose to staff this project. 7. Invoicing and Payment” or Exhibit C. including footnotes and auditor’s opinion or other financial instrument that would establish the firm’s ability to complete the obligations of the contract resulting from this solicitation. Exceptions to the Agreement: This section shall include any exceptions the Proposer has taken to Exhibit A. specific responsibilities on the project and the estimated person-hours of participation. Key Proposer personnel will be an important factor considered by the Review Board. location. entitled “Agreement for Services.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan 5. Complete this form and include in proposal. the successful Proposer may be required to submit the firm’s most recent complete financial statements. An organizational chart for the project team and resumes for key Proposer personnel shall be included. Proposals in which the costs do not reflect a reasonable relationship to the work to be conducted may be viewed as failing to comprehend the requirements of the scope of work.” 10. Cost/Pricing Information Form (Attachment B): This form shall include the Proposer’s price for performing each of the scopes of services defined in their proposal. There can be no change of key personnel once the proposal is submitted. The form must be completed and submitted with the proposal. Proposer project team members shall be identified by name.

VTA’s EOP is approximately 350 pages in length. Review and make recommendations for the revision and update of the VTA Emergency Operations and Business Recovery Plan (EOP). 2. guidelines. the “Transit Systems Protective Measures in Response to the Homeland Security Advisory System” section must be updated to meet the new National Terrorism Advisory System (NTAS) model.Basic Plan”. implementation schedule and brief description of the rule and or section and shall identify what actions are necessary for VTA’s compliance. needs to be updated. including facilitating two actual field exercises A firm may submit a proposal for either one or both scopes of services. The Plan revision shall identify the current rules and regulations that are required to attain full compliance with federal and state requirements in summary form as a chart. Revision of the VTA Response/Business Recovery Plan Development of a portfolio of Emergency drills and exercises. The summary shall identify the origin of the rule. which is approximately 62 pages. A. The VTA EOP is a confidential document. 2012. and organized in a manner to provide easy use and comprehension. and implementation strategies and timelines associated with: • • • • • • • DHS FTA HSEEP ICS NIMS SEMS TSA Department of Homeland Security Federal Transit Administration Homeland Security Exercises and Evaluation Program Incident Command System National Incident Management System California Emergency Services .Standardized Emergency Management System Transportation Security Administration 11 . All deliverables and invoicing for the Revision of the VTA Emergency Response and Business Recovery Plan must be in VTA’s possession by June 1. Scope of Services for the Revision of the VTA Response/Business Recovery Plan are as follows: 1. 2.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan VIII. “Part I . Additionally. Source material may include but are not limited to. effective date. The Consultant and any staff who may handle the EOP will be required to sign a Confidentiality Agreement. SCOPES OF SERVICES This RFP includes two separate scopes of services as follows: 1.

property and all associated materials. government agencies. One hundred (100) hard copies. Manage and coordinate two live Tabletop and Full Scale Exercise for First Responders using the developed rail exercises. No part of this record may be disclosed to persons without a “need to know”.C. including facilitating two actual field exercises are as follows: 1. 4.1. The other exercise will be held by April 30. Protective Marking Header: Sensitive Security Information Distribution Limitation Footer: WARNING: This record contains Sensitive Security Information that is controlled under 49 CFR parts 15 and 1520. Tasks included in the Drills and Exercises: a. The firm shall provide a draft for comments to VTA prior to publishing the final version. with subject tabs in 3-ring binders are required. as defined in 49 CFR parts 15 and 1520. 2012. July 28. The tentative date of the first full scale exercise is Saturday. SSI is a specific category of sensitive but unclassified information (SBU) that must be protected as required by 49 Code of Federal Regulations (CFR) Part 1520 and Department of Homeland Security (DHS) Management Directive 11056. For U. The VTA EOP shall carry the distinction of Sensitive Security Information (SSI).S. Develop a portfolio of 48 Emergency Tabletops and related Full Scale Bus and Rail Exercises b. Scope for Services for the Development of a portfolio of Emergency drills and exercises.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan 3. public disclosure is governed by 5 U. The revision shall include updating of all references to the VTA organizational structure and any other improvements that the firm recommends. The final revised EOP shall be submitted as a CD in Word. 2013. B. VTA will retain the ownership of all the material rights. 552 AND 49 CFR parts 15 AND 1520. All pages of every draft and final version of VTA’s EOP shall be properly marked as SSI. 5. except with the written permission of the Administrator of the Transportation Security Administration or the Secretary of Transportation.S. Unauthorized release may result in civil penalty or other action. The master CD should give VTA the ability to add Standard Operating Procedures and other items it deems necessary to assist the Authority in its plan efforts and shall be easily updateable. 12 .

In addition participation by Outreach Services (contract Paratransit provider) should also be included where appropriate. The remainder will be delivered at a mutual agreed upon date no later than December 21. All tabletops and exercises shall be developed and evaluated under the Homeland Security Exercises and Evaluation Program (HSEEP) protocols. Tunnel Earthquake Explosion Fire Flooding Hostage Power Outage Bus / Coach X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X Light Rail Vehicle Division / Facility Platform / Station SubStation Paratransit X X X X All exercises shall contain objectives that include the subjects listed below: • Communication between the EOC. Type of Incident Collapse. 2. weather conditions • Maps and photographs of the incident location • Master Scenario Events List (injects) b. full scale exercise plans and facilitation of two full scale field exercise are as follows: a. Building(s) Collapse. VTA’s contracted ADA service provider. the On Scene Commanders and the First Responders 13 . The design of the exercises will include participation by First Responder agencies. The table tops /exercises will include VTA’s EOP. The exercises must include references to and compliance with the National Incident Management System (NIMS). Safe transportation systems require the cooperation and teamwork of external agencies involved in emergency operations. The Tabletops and Exercises shall include the following scenarios. the Operations Control Center (OCC). Each tabletop and exercise shall contain the following elements: • Summary Description of the event • Artificialities and assumptions • Time of day. Tasks included in the development of emergency tabletop. Bridge(s) Collapse. 2012. VTA Security Plan in coordination with Outreach. The firm shall develop 48 scenarios that can be used for Tabletops and or Full Scale Exercises for the Emergency Operations Center (EOC) staff and Bus and Light Rail Operating Divisions. day of week. 2012.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan The first 16 Emergency Tabletops and related Full Scale Bus and Rail Exercises are due to VTA for review and comment by June 30.

VTA will retain ownership of the master CDs and the content provided. In addition the binder must contain a separate Definitions and Acronyms Appendix to be utilized for all exercises. earthquake etc. All training materials shall be provided to VTA in a 3-ring binder format. d. bomb threat. Develop the following forms: • • • • • Registration sign in sheet with a column for signing out Evaluation form for observers Comment form for participants Hot-wash/feedback form Master corrective action plan matrix template Five hardcopies of the exercise portfolio in 3-ring binders. Five complete binders are required. c. All pages of every draft and final version of VTA’s Emergency EOP shall be properly marked as SSI. Group the items in the MSEL by any types of scenario for which they are suited. also known as injects. SSI is a specific SBU that must be protected as required by 49 CFR Part 1520 and DHS Management Directive 11056.1. hostage situation. The Drills and Exercises portfolio shall carry the distinction SSI.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan • • • • Service suspension Service resumption Information sharing Services for Special Needs Passengers The individual exercise scenarios should provide sufficient activity for a 3-hour period for tabletops or field exercises. plus 10 CD’s shall be provided to VTA. and a separate Master Scenario Events List (MSEL). for example bus. light rail vehicle. e. Protective Marking Header: Sensitive Security Information 14 . The master binder will include a CD in Word format with individual exercises that are removable and separated by tabs.

1. 15 . Consultant shall be responsible for the development. The tentative date of the first full scale exercise is Saturday. f. April 21. with a tentative location of the Winchester Transit Center and rail track.S. except with the written permission of the Administrator of the Transportation Security Administration or the Secretary of Transportation. management and evaluation of two Light Rail Tabletops and Full Scale Exercises for First Responders. Depending on the schedules of VTA staff and the First Responders. Fire and Paramedics). 3. In addition. 552 AND 49 CFR parts 15 AND 1520. 2012. Unauthorized release may result in civil penalty or other action. 4. as defined in 49 CFR parts 15 and 1520. Consultant and appropriate staff assigned to this project shall successfully complete four hours of Roadway Protection Training (RWP) Basic for heavy rail Level I (Basic) and Level II (Advanced) Roadway Protection Training for light rail. The length of the tabletops shall be no longer than three hours and the length of the Full Scale Exercises shall be no longer than four hours. the Tabletops and Full Scale Exercises may be combined in one day. coordination. the consultant will coordinate with VTA’s Risk Management Department to ensure proper safety training is provided to all participants. The other exercise will be held in the spring in 2013.S. VTA will provide this training at no cost to the consultant.C. 2. The purpose of the Light Rail Tabletops and Full Scale Exercises is to fulfil the California Public Utilities Commission’s requirement that VTA hold at least 1 Tabletop and 1 Full Scale Exercise annually involving the training and participation of First Responders (Police. The date and location of the tabletops are to be determined. public disclosure is governed by 5 U. Consultant will lead the Hot Washes and recommend improvement plans. No part of this record may be disclosed to persons without a “need to know”. 5. government agencies. For U. Management of live light rail tabletop and light rail full scale field exercises.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan Distribution Limitation Footer: WARNING: This record contains Sensitive Security Information that is controlled under 49 CFR parts 15 and 1520.

POINT(S) OF CONTACT: Primary: Name/Title Phone No. include company name. address. No. Cell Phone E-mail AUTHORIZED SIGNATORIES: Primary: Name/Title: Alternate: Name/Title: Signature: Signature: 16 . list all Subconsultants. Proposal for (check one or both scope of services): _____ Revision of the VTA Emergency Response/Business Recovery Plan _____ Development of emergency drills and exercises portfolio including facilitation of two actual field exercises Company Name Street Address City/State/Zip Phone No. Federal Taxpayer I. On a separate page. Fax No.D.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan ATTACHMENT A GENERAL INFORMATION FORM Instructions: Please complete this form and include in your proposal. phone number and type of service. Cell Phone E-mail Alternate: Name/Title Phone No.

RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan ATTACHMENT B PRICE PROPOSAL FORM Scope of work Description Revision of the VTA Emergency Response/Business Recovery Plan Development of emergency drills and exercises portfolio including facilitation of two actual field exercises Total Firm-Fixed Price Amount Firm-Fixed Price Amount ____________________________ Signature of Authorized Representative ____________________________ Name and Title of Authorized Representative 17 .

suppliers of materials. H=Hispanic. B=Black.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan ATTACHMENT C DESIGNATION OF SUBCONTRACTORS. gender or SBE/DBE status. Portion of Work or Bid Item Firm Name City and State Ethnicity* Gender+ Amount * A=Asian. Some information. AI= Asian Indian. SUPPLIERS & SUBCONSULTANTS FOR DATA COLLECTION REQUIREMENTS Proposer: Proposer shall completely fill in the form below for each proposed subcontract for all subcontractors. etc. regardless of ethnicity. This form is to be completed and submitted with your proposal. subconsultants. C=Caucasian. Include all firms. NA=Native American. O=Other F=Female. such as ethnicity and gender is for information purposes only. M=Male + Total Proposed Amount: Amount to be subcontracted: Percent to be subcontracted: $ $ % 18 .

CREDIT FOR DBE TRUCKING FIRMS is limited to amount performed by the DBEs own trucks and drivers and by certified DBE trucking subhaulers. Name & Address of Certified DBE 12345- Certification Number Agency Certifying Age of Firm Dollar Value Of Contract Description of Work 12 3 45DBE GOALS ARE DETERMINED ON BASE PROPOSAL AMOUNT: Total Contract Amount DBE Contract Amount: DBE Contract Amount X 100 = $ $ DBE Goal Achieved: DBE Contract Goal: Base Contract __________% _ No Specific Goal 19 . A DBE trucking firm must itself own and operate at least one fully licensed. Zip: ____________________ Contract dollar value must exclude work performed by non-DBEs except materials or equipment purchased and used in this contract. CREDIT FOR DBE BROKERS (Distributor or Representative) is limited to the fees and commissions of the amount paid. CREDIT FOR DBE VENDOR of materials or supplies is limited to 60% of its expenditures for materials and supplies required under this Contract and obtained from a DBE regular dealer. less work subcontracted by the DBE to non-DBE firms. Refer to 49CFR Part 26. A DBE must be certified or accepted as Certified by VTA.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan ATTACHMENT D LISTING OF DBE PRIME OR SUBCONTRACTORS Firm (Prime): ______________________ DBE: _____Yes ____No Phone/ Fax: __________ Age of Firm__________ Name & Title: ___________ Signature/ Date_________________ Street Address: _____________________ City. insured and operational truck used on the contract. State. Credit for DBE manufacturers is given at 100% toward the DBE goal only where the DBE vendor manufactures or substantially alters the material prior to resale. towards the DBE goal. All other firms receive 100% credit.

or cooperative agreement. 3. This certification is a material representation of fact upon which reliance is placed when this transaction was made or entered into.000 and not more than $100. the making of any Federal grant. and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. or cooperative agreement.000 for each such failure. “Disclosure Form to Report Lobbying. and contacts under grants.” in accordance with its instructions. If any funds other than Federal appropriated funds have been paid for will be paid to any person for influencing or attempting to influence an officer or employee of any agency. or an employee of a Member of Congress in connection with the awarding of any Federal contract. grant. loan. the entering into of any cooperative agreement. continuation. a Member of Congress.S. Proposer shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts. loan. subgrants. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352. or an employee of a Member of Congress in connection with this Federal contract. No Federal appropriated funds have been paid or will be paid. amendment. an officer or employee of Congress. the making of any Federal loan.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan ATTACHMENT E CERTIFICATION REGARDING LOBBYING Proposer hereby certifies as follows: 1. grant. Code. or modification of any Federal contract. renewal. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10. a Member of Congress. loans. 2. U. by or on behalf of Bidder. Proposer: By Title Date _____________________________________ 20 . to any person for influencing or attempting to influence an officer or employee of any agency. and the extension. an officer or employee of Congress. Bidder shall complete and submit Standard Form LLL. Title 31.

and US DOL regulations. Proposer: By Title Date 21 . 40 USC §§ 327 through 332. “Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to Contract Work Hours and Safety Standards Act). Proposer shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts. and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. If awarded a contract pursuant to this Request for Proposals. loans. Proposer agrees to comply. and assures the compliance by any subcontractors. with any applicable employee protection requirements for nonconstruction employees of Section 102 of the Contract Work Hours and Safety Standards Act. as amended.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan ATTACHMENT F CERTIFICATION OF NONCONSTRUCTION EMPLOYEE PROTECTION Proposer hereby certifies as follows: 1. subgrants. and contacts under grants. 2.” 29 CFR Part 5.

1 CONTRACTOR shall not assign or transfer this Agreement or any portion thereof without the prior written consent of VTA. transfer. ADDRESS. organized and financed to perform the Services under this Agreement. may require CONTRACTOR at CONTRACTOR’s expense to re-perform any Services that fail to meet the above standard. CONTRACTOR shall be fully responsible and liable for the services. 5. Any assignment. 4. products and actions of all subcontractors and suppliers of any tier. and [INSERT CONTRACTOR’S NAME. at its option. and materials to satisfactorily perform the following services: TERM OF THE AGREEMENT: The term of the Agreement shall commence upon the Effective Date and continue through completion on or before [DATE]. and shall include in each subcontract any provisions necessary to make all the provisions of this contract fully effective. 1. 3 4. Additionally.2 22 . CONTRACTOR shall perform the Services under this Agreement with that degree of skill and judgment normally exercised by firms performing services of a similar nature. SERVICES TO BE PERFORMED: CONTRACTOR shall furnish all technical and professional labor.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan AGREEMENT BETWEEN SANTA CLARA VALLEY TRANSPORTATION AUTHORITY AND [CONTRACTOR] FOR __________________________________ CONTRACT NO. ASSIGNMENT AND SUBCONTRACTS: 5. properly qualified. entitled “Compensation. registered. licensed.2 5. THIS AGREEMENT for Professional Services (“Agreement”). 2. PERFORMANCE OF THE SERVICES: 4.1 CONTRACTOR represents that it is sufficiently experienced. change or subcontract in violation of this Agreement shall be void. equipped. CONTRACTOR shall not subcontract any part of the Services hereunder other than to those subcontractors that may be identified in below. effective as of ____ (“Effective Date”) is entered into between the Santa Clara Valley Transportation Authority (VTA). COMPENSATION: CONTRACTOR shall be paid for services performed hereunder in accordance with Exhibit C. PHONE] (CONTRACTOR). Invoicing and Payment.” which exhibit is attached hereto and incorporated herein by this reference. VTA. In addition to other rights and remedies that VTA may have.

accounts.4 9. 8. CONTRACTOR agrees to cooperate with VTA in meeting VTA’s overall 18. AUDIT AND RECORDS: 8. entitled “Insurance and Indemnification. INDEMNIFICATION AND INSURANCE: Indemnification and Insurance requirements are set forth in Exhibit C. Part 18. Part 31. subconsultants and other businesses. If any such changes cause an increase or decrease in the price of this Agreement or in the time required for its performance. including the ethnicity and gender on non-DBE subcontractors and suppliers. in accordance with generally accepted accounting principles and practices. although there is no specified goal.” which is attached hereto and incorporated herein by this reference. All checks. data and other relevant information to the extent required to verify the costs incurred hereunder where such costs are the basis for billings under this Agreement. VTA. payrolls. CONTRACTOR shall promptly notify VTA thereof and assert its claim for adjustment within ten days after the change is ordered. accounts. and an equitable adjustment shall be negotiated. make changes within the general scope of this Agreement. invoices. and follow the uniform administrative requirements set forth in 49 CFR. Such documentation shall be supported by properly executed payrolls. its representatives and the state auditor shall have the right to examine and audit during CONTRACTOR normal business hours these books.1 CONTRACTOR shall maintain. VTA may. suppliers of materials.2 8. records. The provisions of this section shall be included in any subcontracts hereunder. CHANGES: By written notice from VTA’s Authorized Representative. In this regard CONTRACTOR will use its best efforts to ensure that DBEs shall have an equitable opportunity to compete for subcontract work under this Agreement. 7. For the duration of the Agreement. CONTRACTOR shall report indirect costs in accordance with the cost principles contained in 48 CFR. All Contractors must keep detailed records of payments to all subcontractors. DISADVANTAGED BUSINESS ENTERPRISES: In connection with its performance under this Agreement. contracts and other accounting documents pertaining in whole or in part to the Services shall be clearly identified and readily accessible. 8. complete books.3 8.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan 6.2% annual utilization of Small and Disadvantaged Business Enterprises (DBEs). CONTRACTOR shall submit DBE Semi-annual Utilization Reports for periods October 1 through March 31 (due April 15) and April 1 through September 30 (due October 15) of 23 . invoices. and for a period of three years thereafter. records and data with respect to actual time devoted and costs incurred for Services under this Agreement. from time to time. contracts and vouchers evidencing in detail the nature and propriety of any charges and sufficient to allow a proper audit of the Services.

commission. direct or indirect.3 11. gift or any other consideration. brokerage fee. terminate this Agreement.org/inside/downloads/index. or suspend performance hereunder. VTA shall have the right to rescind this Agreement without liability. CA 95134 Attn: Hayden Lee Contractor further agrees to submit any and all required reports to the Office of Small & Disadvantaged Businesses.1 Solicitation: CONTRACTOR warrants that it has not employed or retained any company or person. CONTRACTOR shall have no right to recover lost profits on the balance of the contract work. other than a bona fide employee working solely for CONTRACTOR. and DBE Final Utilization Report at the conclusion of the contract indicating any DBE utilization during the course of the Agreement. For breach or violation of this warranty.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan every calendar year. directors or agents. Interest of the CONTRACTOR: The CONTRACTOR covenants that neither it nor its officers. PROHIBITED INTERESTS: 10. any fee. 24 . to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person. This report shall be mailed to the following address: Santa Clara Valley Transportation Authority Office of Small and Disadvantaged Businesses 3331 North First Street.2 10. other than a bona fide employee working solely for CONTRACTOR. percentage. in this Agreement or the proceeds thereof.1 VTA may.VTA. Building A San Jose. in whole or in part at any time for VTA’s convenience. which would conflict in any manner or degree with the performance of Services required to be performed under this Agreement. The CONTRACTOR further covenants that in the performance of this Agreement no person having any such interest shall knowingly be employed. officer or employee of the VTA during his or her tenure or for two years thereafter shall have any interest. presently has any interest and shall not acquire any interest. CONTRACTOR shall be compensated in accordance with the terms of the Agreement for Services satisfactorily performed prior to the effective date and time of termination or suspension. 10. contingent upon or resulting from the award or making of the Agreement. by giving at least ten business days’ written notice to CONTRACTOR. These forms are available at http://ww.html#dbe. direct or indirect. Interest of Public Officials: No Board Member. 10. TERMINATION AND SUSPENSION: 11.

Contract Administrator VTA – Contracts Office Address Phone: For CONTRACTOR: Name. The foregoing shall be in addition to any other legal or equitable remedies available to VTA. 12. except in the case where correspondence regarding legal notices must be addressed to the Authorized Representatives. The additional cost to VTA of completing the Services shall be deducted from any sum due the CONTRACTOR and the balance. if any.3 11.4 12.2 For CONTRACTOR: Name Title Company Name Address Address NOTICES: Notices shall be in writing and addressed to the Authorized Representatives above.2 VTA. by written notice given to CONTRACTOR.3 25 . Smith Purchasing & Materials Manager VTA – Contracts Office 3331 North First Street. POINTS OF CONTACT: The Points of Contact listed below are authorized to communicate regarding contract matters. shall be paid the CONTRACTOR upon demand. If. 11. the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of VTA. as set forth herein. after termination for failure to fulfill contract obligations.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan 11.1 AUTHORIZED REPRESENTATIVES: For VTA: Thomas B. may declare default in CONTRACTOR’s performance of any term of this Agreement. it is determined that the Contractor was not in default. If CONTRACTOR fails to deliver the foregoing response on time or fails to cure the default within ten business days after receipt of the notice (or within such additional time the Parties may agree upon in writing). CA 95134-1906 12. VTA shall be relieved of any obligation of further payment to CONTRACTOR and may proceed with the work. specifying with particularity the basis for such default. AUTHORIZED REPRESENTATIVES. In the event of such termination for cause. NOTICES AND POINTS OF CONTACT: The Authorized Representatives identified below. or assigned designees. terms and conditions of this Agreement. CONTRACTOR shall deliver a response thereto in writing to VTA within two business days of receipt of the notice. VTA may elect to terminate this Agreement for cause by serving written notice thereof to CONTRACTOR. For VTA: Name. Building A San Jose. Title Company Name Address Phone: 12. setting forth a reasonable proposal to cure the default. have authority to authorize changes to the scope.

NONDISCRIMINATION AND AFFIRMATIVE ACTION: During performance of this Agreement CONTRACTOR. all such data shall be delivered to VTA or its designee upon completion of the Agreement or at such other times as VTA or its designee may request.1 OWNERSHIP OF DATA: All drawings. marital status. religion. of changes in the name or address of the designated Authorized Representatives or Points of Contact. medical condition. without regard to their race. physical disability. ancestry. physical disability. colour. creed. ancestry. its employees and subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race. CONTRACTOR shall not disclose to third parties other than its employees or authorized subcontractors or disclose or use for any purpose other than performance of the Services any information provided to CONTRACTOR by VTA in connection with performance of this Agreement.4 13. directly or indirectly. colour. CONFIDENTIALITY AND PUBLICITY: Without the written consent of VTA. marital status. national origin. NONWAIVER: Failure of VTA to insist upon strict performance of any terms or conditions of this Agreement or failure or delay in exercising any rights or remedies provided herein by law or its failure to properly notify CONTRACTOR in the event of breach or its acceptance of or payment for any Services hereunder shall not release CONTRACTOR from the representations or obligations of this Agreement and shall not be deemed a waiver of any right of VTA to insist upon strict performance hereof or any of its rights or remedies hereunder.2 13. creed. 13. Unless otherwise provided herein. unless: (1) the information is known to CONTRACTOR prior to obtaining same from VTA or performing Services under this Agreement. mental disability. (2) the information is at the time of disclosure by CONTRACTOR then in the public domain.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan 12. and shall take affirmative action to assure that applicants are lawfully employed. or (3) the information is obtained by or from a third party who did not receive it. GENERAL PROVISIONS 13. its assigned employees or subcontractors pursuant to this Agreement shall become the property of VTA as prepared. from VTA and who has no obligation of confidentiality with respect thereto. whether delivered to VTA or not. reports and other data developed by CONTRACTOR. SEVERABILITY: If any of the provisions or portions or applications thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction. or any information developed or obtained by CONTRACTOR in the performance of this Agreement. national origin. in advance. VTA and CONTRACTOR shall negotiate an equitable adjustment in the 13. medical condition. age or sexual orientation. mental disability.4 Written notification to the other party shall be provided. specifications. and that employees are lawfully treated during their employment.3 13. sex. sex.5 26 . religion. age or sexual orientation.

shall comply with all applicable requirements of state.1 FEDERAL REQUIREMENTS: CONTRACTOR. entitled “Federal Requirements. 14. content and disclosure requirements: If CONTRACTOR prepares any documents or written reports pursuant to the scope of work under this Agreement for Services.000. In accordance with Government Code § 7550 Preparation by nonemployees of state or local agency. Santa Clara Valley Transportation Authority [CONTRACTOR] By: __________________________ Name Title By: _________________________ Name Title 27 .7 13. modified or amended except through the execution of a written amendment executed by VTA and CONTRACTOR. SPECIAL PROVISIONS 14.9 COMPLIANCE WITH APPLICABLE LAW: In the performance of Services hereunder. oral or written.10 DOCUMENTS AND WRITTEN REPORTS. such documents or written reports shall contain a separate section that contains the numbers and dollar amounts of all contracts and subcontracts relating to their preparation.6 INDEPENDENT CONTRACTOR: CONTRACTOR is an independent contractor and not the agent or employee of VTA in performing its Services under this Agreement. and the validity and enforceability of the remaining provisions or portions or applications thereof shall not be affected thereby. federal and local law. for which the total cost of preparation exceeds $5. 13. its employees and subcontractors performing the Services hereunder shall comply with the laws and regulations set forth in Exhibit D.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan provisions of the Agreement with a view toward affecting the purpose of this Agreement.8 13. The provision of this paragraph shall be included in any subcontracts hereunder. 13. AMENDMENT: Except as expressly provided herein. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between VTA and CONTRACTOR relating to the subject matter hereof and supersedes any previous agreements or understandings.” which is attached hereto and incorporated herein by this reference. 13. CONTRACTOR and its subcontractors. the provisions of this Agreement shall not be altered.

CA 95134-1927 C. S. the time period covered by the invoice and the amount of payment requested. conduct an audit of any and all records kept by CONTRACTOR for the Services. Should VTA contest any portion of an invoice. CONTRACTOR shall pay subcontractors for satisfactory performance of Services performed under this Agreement within 15 days of receipt of payment by VTA for such services. Building A San Jose. Each invoice shall cite Agreement No. at any time. INVOICING. II. A. Payment will be made to CONTRACTOR within 30 days after receipt by VTA of a proper invoice. that portion shall be held for resolution. VTA shall pay CONTRACTOR the firm-fixed sum of $. INVOICING AND PAYMENT FIRM-FIXED PRICE I. but the uncontested balance shall be processed for payment. Invoices shall be mailed to the attention of: Santa Clara Valley Transportation Authority Accounts Payable 3331 N. First Street. said sum to include CONTRACTOR’S total direct costs. provide description for which payment is being requested. PAYMENT. For CONTRACTOR’s full and complete performance of its obligations under this Agreement. III. CONTRACTOR shall invoice VTA on a monthly basis for partial payments corresponding to the percentage of work actually completed by CONTRACTOR. VTA may. and profit and to be paid in accordance with the following provisions: Scope of work Description Revision of the VTA Emergency Response/Business Recovery Plan Development of emergency drills and exercises portfolio including facilitation of two actual field exercises Total Firm-Fixed Price Amount No additional compensation will be paid without a written amendment to this Agreement. B. Any overpayment uncovered in such an audit may be charged against the CONTRACTOR’s future invoices and any retention funds.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan EXHIBIT B COMPENSATION. indirect costs. Firm-Fixed Price Amount 28 . COMPENSATION.

IT IS HIGHLY RECOMMENDED THAT PROPOSERS CONFER WITH THEIR INSURANCE CARRIERS OR BROKERS IN ADVANCE OF PROPOSAL SUBMISSION TO DETERMINE THE AVAILABILITY OF INSURANCE CERTIFICATES AND ENDORSEMENTS PRESCRIBED AND PROVIDED HEREIN. or subcontractors. Liability insurance written on a “claims made” basis is not acceptable. and Employers Liability insurance. its agents. the negligent performance of this Agreement by Contractor and/or its agents or employees or subcontractors. Liability and Worker’s Compensation Insurance 1. Insurance Services Office Commercial General Liability coverage (“occurrence” form CG 0001). injury or damage caused by the negligence or wilful misconduct of VTA employees. liability. d. INDEMNITY The Contractor shall indemnify. agents and employees from any claim. excepting only loss. its officers. mistake or omission in the 29 . or employees.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan EXHIBIT C INSURANCE AND INDEMNITY REQUIREMENTS FOR PROFESSIONAL SERVICE CONTRACTS PROPOSERS’ ATTENTION IS DIRECTED TO THE INSURANCE REQUIREMENTS BELOW. I. representatives. injury or damage arising out of. including limited contractual liability coverage. and hold harmless Santa Clara Valley Transportation Authority (hereinafter “VTA”). b. Insurance Services Office Business Auto Coverage form number CA 0001 covering Automobile Liability. A. defend. covering liability arising out of any negligent act. Minimum Scope of Coverage Coverage shall be at least as broad as: a. Workers’ Compensation insurance as required by the Labor Code of the State of California. The cost of such insurance shall be included in the Contractor’s bid. II. Professional Liability. code 1 “any auto”. c. loss. the Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor. error. or in connection with. INSURANCE Without limiting the Contractor’s indemnification of VTA.

Self-Insured Retention Any self-insured retention in excess of $10. the Certificate of Insurance shall clearly state so. 2. its officers. At the option of VTA. Claims Made Provisions If coverage is written on a “claims made” basis. personal injury. officials.000 combined single limit per occurrence for bodily injury. Minimum Limits of Insurance Contractor shall maintain limits no less than: a.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan performance of Contractor’s services under this Agreement.000 per accident. c. 2. and property damage. if so. In addition to all other coverage requirements.000. the Contractor shall obtain or cause to be obtained the broadest extended reporting period 30 .000 combined single limit per accident for bodily injury and property damage.000 each occurrence/aggregate minimum limit per claim. employees and volunteers.000 must be declared to and approved by VTA. This coverage shall be maintained for a minimum of two (2) years following completion of this Agreement. If a Commercial General Liability or other form with a general aggregate limit is used.000 the proposer/bidder must provide a current financial statement documenting the ability to pay claims falling within the self-insured retention. This coverage may be written on a “claims made” basis. B. Automobile Liability $1. 3. If any policy is not renewed or the retroactive date of such policy is to be changed. either: the insurer shall reduce or eliminate such self-insured retention as respects VTA. Workers’ Compensation and Employers Liability: Statutory Workers’ Compensation limits and Employers Liability limits of $1. b. such policy shall provide that: 1. or the propose/bidder shall procure a bond guaranteeing payment of losses and related investigations. please see special provisions in Section B. General Liability $1.000. claim administration and defense expenses. either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.000. To apply for approval for a level of retention in excess of $10. The policy must be in effect as of the date of this Agreement and the retroactive date shall be no later than the date of this Agreement. Professional Liability: $1.000. d.

employees. or volunteers. officials. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to VTA. its officers. or volunteers. b. officials. its officers. d. Policy allows for reporting of circumstances or incidents that might give rise to future claims. hired or borrowed by the Contractor. No prior acts exclusion to which coverage is subject that predates the date of this Agreement. including VTA’s general supervision of the Contractor. Workers’ Compensation and Employers Liability The insurer shall agree to waive all rights of subrogation against VTA. employees. Acceptability of Insurers Insurance and bonds are to be placed with insurers with a Best’s rating of no less than B+VIII. 31 . officials. officials. General Liability and Automobile Liability a. the following provisions: 1. officials. its officers. occupied or used by the Contractor. except with respect to the limits of the insurer’s liability. or be endorsed to contain. The Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought. unless specific prior written approval has been granted by VTA. This extended reporting provision shall be of at least two (2) years. products and completed operations of the Contractor and its subcontractors. or automobiles owned. 2. employees. c. C. premises owned. employees. its officers. officials. and volunteers. its officers. 3. The Contractor’s insurance coverage shall be primary insurance as respects VTA. employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor. Other Provisions The policies are to contain. 4. The coverage shall contain no special limitations on the scope of protection afforded to VTA. VTA. employees. Any insurance or self-insurance maintained by VTA.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan coverage available in the commercial insurance market. its officers. leased. or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. and volunteers for losses arising from work performed by the Contractor and its subcontractors for VTA. B.

after receipt by VTA of written notice of such cancellation or reduction. The certificates will (1) identify the underwriters. may suspend payment for work performed and/or may order the Contractor to suspend work at Contractor’s expense until a new policy of insurance is in effect. and C. 32 . the types of insurance. above. Building A San Jose. the insurance limits and the policy term. (2) specifically list the provisions enumerated for such insurance in Sections B. such cancellation or reduction shall not be effective for 30 days. certified copies of all required insurance policies. The certificates for each insurance policy are to be signed by an authorized representative of that insurer. III. Each insurance policy required by this Exhibit shall provide that if the policy is canceled or coverage reduced.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan E. The certificates will be issued on a standard ACORD Form or something substantially similar thereto. Certificates of Insurance Contractor shall furnish VTA with a Certificate of Insurance. VTA reserves the rights to require complete. MAINTENANCE OF INSURANCE If Contractor fails to maintain such insurance as is called for herein. VTA. at any time. and (3) in the “Certificate Holder” box include: Santa Clara Valley Transportation Authority Attn: Contracts Office 3331 North First Street. except for non-payment of premium which shall be 10 days. CA 95134-1927 All certificates are to be received and approved by VTA before work commences. at its option.

§ 22. General. CONTRACTOR agrees to comply with all applicable provisions of federal. unless FTA provides otherwise in writing. Notwithstanding any concurrence provided by the Federal Government in or approval of any solicitation. the Federal Government shall not be subject to any obligations or liabilities to any subrecipient. or third party Agreement. 2.C. and Federal Transit Administration (hereinafter called FTA) directives. state or local law. § 5323(h)(2) by refraining from using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications.C. regulations. 3. Geographic Restrictions CONTRACTOR shall not use state or local geographic preferences. the Grant Agreement or Cooperative Agreement in connection with the performance of the Project. except those expressly mandated or encouraged by Federal statute. subagreement. The terms of the most recent amendment to any federal. including the subrecipient and third party subcontractor. Interest of Members of or Delegates to the United States Congress In accordance with 41 U. 5. CONTRACTOR agrees that it will not admit any member of or delegate to the United States Congress to any share or part of this Agreement or any benefit derived therefrom. and amendments to the grant or cooperative agreement providing funding for this Agreement that may be subsequently adopted. No Federal Government Obligations to Third Parties CONTRACTOR agrees that.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan EXHIBIT D FEDERAL REQUIREMENTS 1. and as permitted by FTA. state. 4. or any other person not a party to this Agreement. the Federal Government continues to have no obligation or liabilities to any party. regulations. In performance of its obligations pursuant to this Agreement. any third party subcontractor. CONTRACTOR agrees that it will comply with the requirements of 49 U. absent the Federal Government’s express written consent.S. are applicable to this Agreement to the maximum extent feasible. Exclusionary or Discriminatory Specifications Apart from inconsistent requirements imposed by Federal statute or regulations.S. and local law. 33 . FTA directives.

§ 1001 and 49 U.S. Accordingly. and U. General Services Administration’s (U. 7. 12549 and 12689.” 31 U. and contractors declared ineligible for Agreement award under statutory or regulatory authority other than Executive Order Nos. or certification to the Federal Government in connection with an urbanized area formula project financed with Federal assistance authorized by 49 U. § 5307.S. § 5307(n)(1). fictitious. to the extent the Federal Government deems appropriate. DOT regulations on Debarment and Suspension at 49 CFR Part 29.S. CONTRACTOR also acknowledges that if it makes a false. CONTRACTOR recognizes that the requirements of the Program Fraud Civil Remedies Act of 1986. CONTRACTOR also acknowledges that if it makes a false. or it may make pertaining to the matters covered by this Agreement. apply to its actions pertaining to this Agreement. CONTRACTOR certifies or affirms the truthfulness and accuracy of any statement it has made.S.S. as amended. or fraudulent claim. submission. or certification. c.105(p).” 49 CFR Part 31. submission. §§ 3801 et seq. and to obtain a similar certification from any third b. CONTRACTOR also agrees to require each third party subcontractor to refrain from awarding any third party subcontract of any amount (at any tier) to a debarred or suspended subcontractor. on CONTRACTOR to the extent the Federal Government deems appropriate.S. 12549 and 12689.C. or fraudulent claim. fictitious. GSA) List of Parties Excluded from Federal Procurement or Nonprocurement Programs. “Debarment and Suspension. In addition to other penalties that may be applicable. 49 U. 12549 and 12689.C.C. statement.S.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan 6. Unless otherwise permitted by FTA. The list also includes the names of parties debarred. Before entering into any third party subcontract exceeding $100. CONTRACTOR agrees to comply with the requirements of Executive Orders No. CONTRACTOR shall not award any third party subagreement of any amount with a party included in the “U. § 6101 note. False or Fraudulent Statements and Claims CONTRACTOR acknowledges and agrees as follows: a. CONTRACTOR agrees to obtain a debarment and suspension certification from each third party subcontractor (at any tier) containing information about the debarment and suspension status of that third party subcontractor and its “principals. Debarment and Suspension a. “Debarment and Suspension” and 49 CFR Part 29. 34 . and U. Department Of Transportation (DOT) regulations. as amended. the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986. suspended.C.” implementing Executive Orders No. statement. or otherwise excluded by agencies. “Program Fraud Civil Remedies.000. by signing this Agreement.” as defined at 49 CFR § 29. it makes.S.S. the Government reserves the right to impose on CONTRACTOR the penalties of 18 U.C. b.

or their authorized representatives. and supporting materials relating to the Agreement as the Federal Government may require for this Agreement. Upon request. CONTRACTOR shall not award a third party subcontract with any party that has submitted a conditioned debarment or suspension certification. CONTRACTOR shall permit the Secretary of Transportation and the Comptroller General of the United States. agreements. Record Retention and Access. materials. Reporting.Restrictions on Lobbying. to inspect all Project work. FTA’s Buy America regulations at 49 CFR Part 661.000 – Buy America. d. and any implementing guidance issued by FTA. 8. This Agreement is subject to the requirements of Section 1352.S. Awards Exceeding $100. documents. United States Code. and accounts of CONTRACTOR pertaining to the Project.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan party subcontractor (at any tier) seeking an Agreement exceeding $100. Access to Records. records. a. Lobbying Disclosures Act of 1975. and accounts involving third party subcontracts as they affect this Agreement. and to audit the books.000 under this Agreement and shall forward such certifications and any disclosure forms to VTA. and other data and records involving that third party subcontract and to audit the books. records. c. a. CONTRACTOR agrees to require each third party subcontractor whose agreement award is not based on competitive bidding procedures as defined by the Secretary of Transportation to permit the Secretary of Transportation and the Comptroller General of the United States.C. CONTRACTOR shall execute the “Certification Regarding Lobbying” set out in Appendix A to those Regulations and shall require that such certification be executed by its subcontractors or subsuppliers receiving an amount in excess of $100. Record Retention. 10. and any amendments thereto. 9.C.S. At a minimum. Appendix B. payrolls. Contractor agrees to comply with 49 U. reports. CONTRACTOR agrees that. and other data. § 5325(a). materials. and Regulations appearing at 49 CFR.000 . records. Awards Exceeding $100.S. it will maintain intact and readily accessible all data. Title 31. CONTRACTOR agrees to provide to FTA those reports required by U. Part 20. 35 . CONTRACTOR shall provide FTA a copy of each conditioned debarment or suspension certification provided by a prospective third party contract at any tier. during the term of this agreement and for three years after final payments are made and all other pending matters are closed. payrolls.000. or their duly authorized representatives. Until FTA approval is obtained. In accordance with 49 U. b. Reports. § 5323 (j). Department Of Transportation’s grant management rules and any other reports the Federal Government may require. with respect to each third party subcontract financed by this Contract. An example of the appropriate certification is contained in 49 CFR Part 29. to inspect all work.

b. Failure to Carry Out Requirements. and (b) if applicable. as defined in 49 CFR Part 26 shall have the maximum opportunity to participate in the performance of agreements financed in whole or in part with Federal funds under this Agreement.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan b. Policy. FTA will not make any Federal assistance available until FTA has: (a) received the third party contractor or subcontractor’s certification that the third party contractor or subcontractor has not and will not use Federal appropriated funds to pay any person or organization to influence or attempt to influence an officer or employee of any Federal department or agency. or an employee of a member of Congress in connection with obtaining any Federal grant. In accordance with 31 U. all CONTRACTORS and subcontractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 as amended.S.000. Failure to carry out the requirements of 49 CFR Part 26 may.C. DBE involvement in all phases of CONTRACTOR procurement activities is encouraged. Consequently. if a new subcontract exceeds $100. consistent with 31 U. It is the policy of the Department of Transportation and VTA that Disadvantaged Business Enterprises (DBE). the DBE requirements of 49 CFR Part 26 apply to this Agreement. CONTRACTOR agrees as follows: 1. a member of Congress. c. to ensure that minority business enterprises have the maximum opportunity to compete for and perform agreements. 11.S. a. after notification of Department of Transportation. b. DBE obligation. CONTRACTOR will to provide FTA a copy of each lobbying disclosure statement with the accompanying lobbying certification provided by a prospective third party subcontractor at any tier. § 1352. DOT regulations. In that regard. Disadvantaged Business Enterprise a.S. or any other Federal award from which funding for the Project is originally derived. CONTRACTOR and its subcontractors shall ensure that disadvantaged business have the maximum opportunity to participate in the performance of this Agreement and subcontracts issued hereunder. § 1352 and U. 36 . CONTRACTOR will not use Federal assistance funds to support lobbying. It is further the policy of VTA to promote the development and to increase the participation of businesses owned and controlled by disadvantaged businesses. the third party contractor’s or subcontractor’s statement disclosing any lobbying with non-Federal funds that has taken place in connection with obtaining any Federal financing ultimately supporting the Contract.C. result in the termination of this Agreement or other remedy as appropriate. an officer or employee of Congress. cooperative agreement.

with all requirements of Title VI of the Civil Rights Act of 1964. color. and assure compliance by its third party subcontractors at any tier under this Agreement. age. disability. and DOT regulations.C. c. (5) U.C.S. CONTRACTOR agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA). CONTRACTOR also agrees to comply with any implementing requirements FTA may issue.S. (6) U.. CONTRACTOR agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment. and any implementing requirements FTA may issue. 49 U. sex.C. “Accommodations for the Physically Handicapped. CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because of race.“ 49 CFR Part 37.S.C. Civil Rights a. GSA regulations. but not be limited to.” 28 CFR Part 35. (2) U. demotion or transfer. DOT regulations.S. “Transportation Services for Individuals with Disabilities (ADA). §§ 12101 et seq. “Nondiscrimination on the Basis of Handicap in Programs and Activities receiving or Benefiting form Federal Financial Assistance. § 2000d.C.S. as amended. recruitment or recruitment advertising.” 49 CFR Part 21.S. and the following federal regulations including any amendments thereto: (1) U.” 28 CFR Part 36. age. the following: employment. “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation -. including apprenticeship. (4) U.“ 49 CFR Part 27. upgrading.S. DOJ regulations. without regard to their race. § 794. layoff or termination. disability.“ 49 CFR Part 38. 37 . section 504 of the Rehabilitation Act of 1973. Prohibitions Against Discrimination in Federal Programs. General Requirements.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan 12.S.S. creed. § 5332. as amended. Equal Employment Opportunity. 20 U. CONTRACTOR agrees to comply with. DOJ regulations. 1. “Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles. Access Requirements for Persons with Disabilities.Effectuation of Title VI of the Civil Rights Act. or national origin. § 5301(d). and selection for training. creed. 42 U. “Nondiscrimination on the Basis of Disability in State and Local Government Services. (3) U.S. “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities. sex. b. color. 49 U.S. rates of pay or other forms of compensation.” 41 CFR Subpart 101-19. DOT regulations. 42 U. Such action shall include. or national origin. DOT regulations.

are hereby incorporated by reference. For breach or violation of this warranty. “Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to Contract Work Hours and Safety Standards Act). Anything relating to this Agreement herein notwithstanding. All contractual provisions required by DOT. as amended. gifts or otherwise. or at its discretion. Non-Construction Employee Protection.RFP 12-01 Develop Emergency Exercise Plan Projects and Update Emergency Operations Plan 13. VTA may terminate this Agreement without liability. percentage.” 29 CFR Part 5. 15. Incorporation of Federal Transit Administration (FTA) Terms. the full amount of such commission. whether or not expressly set forth in the preceding agreement provisions. brokerage or contingent fee. to deduct from the Agreement price or consideration. Subcontracts. 16. CONTRACTOR warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission. percentage. and US DOL regulations. 40 USC §§ 327 through 332.1F. CONTRACTOR shall not perform any act. dated November 1. as set forth in FTA Circular 4220. in part. all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. fail to perform any act. 17. Covenant Against Gratuities. or refuse to comply with any of VTA’s requests which would cause VTA to be in violation of the FTA terms and conditions. CONTRACTOR shall include all provisions of this EXHIBIT modified only to show the particular contractual relationship. or otherwise recover. The preceding provisions include. certain Standard Terms and Conditions required by Department Of Transportation. 14. CONTRACTOR agrees to comply with any applicable employee protection requirements for nonconstruction employees of Section 102 of the Contract Work Hours and Safety Standards Act. in all its agreements connected with carrying out this Agreement. 38 . CONTRACTOR warrants that it has not offered or given gratuities in the form of entertainment. brokerage or contingent fee. excepting bona fide employees or bona fide established commercial or selling agencies maintained by CONTRACTOR for the purpose of securing business. except agreements for standard commercial supplies. officer or employee of VTA to secure favorable treatment in the awarding. Covenant Against Contingent Fees. 2008. to any director. amending or evaluation performance of this Agreement.