PROFESSIONAL SERVICES AGREEMENT · ARMORED CAR SERVICES PERIOD OF PERFORMANCE: APRIL 1, 2014 THROUGH MARCH 31, 2019 SPECIAL CONDITIONS Page 3 of 34 16. GENERAL INFORMATION . Alameda-Contra

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REQUEST FOR PROPOSAL

PROFESSIONAL SERVICES AC TRANSIT DISTRICT Purchasing Department 1600 Franklin Street, 8th Floor Oakland, CA 94612 PROPOSALS MUST BE RECEIVED at 1600 Franklin Street, Oakland, CA, January 21, 2014 at 10:00 a.m. 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 REQUEST FOR PROPOSAL NO.: 2013-1268 Date: December 23, 2013 TITLE: ARMORED CAR SERVICES DO NOT INCLUDE SALES OR EXCISE TAXES in proposal prices.

_____________________________________________________________________________________ ALL PROPOSERS COMPLETE THIS SECTION: 2013 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 below will 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 below 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 OFFEROR1. 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 Sub-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 sub Contractors 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, marital status, 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 there from. Any notices shall be given to the District under the NOTICES clause of the Contract. 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, director 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 hereunder, 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 DISTRICT REQUEST FOR PROPOSAL PURCHASING DEPARTMENT NO. 2013-1268

ARMORED CAR SERVICES PERIOD OF PERFORMANCE: APRIL 1, 2014 THROUGH MARCH 31, 2019

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16. GENERAL INFORMATION

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 174,000 riders daily with a fleet of more than 569 buses. The District's service area extends from western Contra Costa County to southern Alameda County. The District has approximately 1,900 employees and is financed through the receipt of transit fares, property taxes, 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. Each proposal must be submitted in an electronic format (i.e., flash drive or CD) and HARD COPY in two (2) separate sealed envelopes within the proposal package. Envelope 1 (Technical Proposal) and Envelope 2 (Cost Proposal). To be considered, one (1) original and three (3) copies of written proposals must be received by 10:00 a.m. PST, January 21, 2014, at:

AC Transit 1600 Franklin Street, 8th Floor Oakland, California 94612 Attn: Jamell Woodard, Contract Specialist

Purchasing Department

All proposals must be clearly marked RFP NO. 2013-1268, ARMORED CAR SERVICES. Proposals may be mailed or delivered. If mailed, proposals must be mailed in sufficient time to reach the above address before the specified time. If delivered, the proposals should be delivered to the above address. Proposals not received by the designated time or not delivered to the designated address will not be considered for award. No facsimile or e-mail transmissions of proposals will be accepted. Proposals will remain in effect for ninety (90) days from the designated date for receipt of proposals, unless mutually extended. No pre-award costs will be paid. The General Manager's signature and only his signature will constitute a binding award. This RFP does not commit the District to award a contract, to pay costs incurred in the preparation of a proposal, or to procure or contract for services. The District reserves, at its sole discretion, the right to reject any and all proposals, cancel all or part of this RFP and waive any minor irregularities or informalities.



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17. SCOPE OF SERVICES

See Scope of Services section, beginning on Page 18.

18. PROPOSAL REQUIREMENTS

Interested proposers shall submit proposals and qualifications in a brief response to this formal Request for Proposal. Each proposal must be submitted in two (2) separate sealed envelopes within the proposal package. Envelope 1 will contain all responsive materials except those relating to fees and costs. Envelope 2 will contain only information relating to fees and costs. Specifically, proposals shall include the following information, presented in a clear, comprehensive and concise manner. A. Firm name, addresses, telephone numbers and e-mail and web

addresses and a brief description of the history and background of the firm and length of time in business under the same name.

B. Organization chart and staffing plan including brief job descriptions of individuals proposed for Contractor staff. C. Name of principals who will be performing services; addresses, telephone numbers and e-mail addresses for those who will be performing these services. D. Identify by name and title, the firm's support staff who would be working

on this account and describe briefly their responsibility in handling the District's account.

E. Identify by name and title, the firm’s proposed designated account

executive that would be responsible for the District’s account. Please include their respective resumes.

F. References from active public agency and/or public transportation

accounts. Provide a list of references, including two (2) current clients and two (2) former clients, with whom your proposed service team has worked, specifying:

• Company name • Contact person and contact person’s title • Contact person’s address, phone number, and e-mail address • Length of Relationship



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G. Cost Proposal: The cost proposal (which shall be submitted in a separate, sealed envelope) must be submitted on a "firm-fixed price" basis. A not-to-exceed flat, fixed fee should be entered on the Cost Proposal Form for the term of the five (5) year base period and shall be submitted on the Cost Proposal Form attached hereto.

H. A statement that the insurance coverage required for the project can be

obtained and will be carried without reservation or exclusion should a Contractor be awarded the contract.

I. The Contractor shall submit all other Certifications attached to this RFP

(Attachment 1, 2 and 3). NOTE: If the certifications do not apply, the form MUST indicate “N/A” and provide an explanation.

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

K. Contractor shall submit the RFP signature page signed by an approved representative of the company.

L. Provide documentation of the firm's gross annual receipts for the most

recent three years. 19. EVALUATION PROCESS

1. All proposals are first evaluated for compliance with responsibility/responsiveness compliance with the Proposal Requirements under clause 18. Proposals achieving a pass rating will be evaluated further on responses to Technical and other RFP elements.

2. All proposals are evaluated and ranked on 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. Technically acceptable proposals are re-evaluated with cost as a consideration. 4. Using both evaluation elements and service Price criteria, proposals are ranked to identify a competitive range. 5. District may negotiate, or hold discussions, with all responsible Proposers in the competitive range, or award without discussion.



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6. The District, at its sole discretion, may present a Best and Final Offer opportunity from which scores will be evaluated to determine best overall proposals.

WEIGHT ASSIGMENT FOR PROPOSAL EVLAUATION CRITERIA

Evaluation Criteria Weight 1. Technical:

a. Contractor Experience 10 b. Perceived ability to meet the District's needs 20 c. Responsiveness to the RFP 5 d. Approach to and the ability to meeting the

requirements under the Scope of Services 20

2. References and Past Performance: a. References and Past Performance 5 b. The District will require inspection of the

armored car carrier's facility to ensure that the carrier has the capability to comply with the equipment, transportation, vehicle, revenue processing/reporting, and security requirements contained in the RFP.

10

c. Back-up Plan inclusive of a fully detailed disaster recovery schedule.

3. Cost 30 TOTAL WEIGHT 100

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

8. Oral Presentations

If necessary, at a mutually arranged time, and prior to final evaluation, oral presentations may be scheduled, and evaluated, 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.



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Note: If oral presentations are elected, presentations will be requested from all responders within the competitive range. Presentations will be evaluated against criteria contained in the proposal evaluation chart. See Section 19. Evaluation Process.

9. Services Cost Proposal Evaluation Criteria

a. In accordance with the Cost Proposal Form instructions, complete all forms and respond to all requested information and documentation contained in the section.

b. Price will be evaluated using expense detail for the base period.

The final cost for the base period will be added to yield a grand total amount for proposal evaluation and formulated into a point score for price.

c. The Cost Proposal Form will be evaluated using the combined total

of the Contractor Services, for the base period of Year 1 through Year 5. (See Cost Proposal Form on page 27).

d. The firm with the lowest price will receive the maximum 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.



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10. Award

The District reserves the right to:

a. Reject any and all proposals.

b. Withdraw, cancel, all, or part, of the RFP, at any time, without prior notice. Reissue a subsequent RFP, as considered necessary by the District.

c. Waive any minor irregularities, technical errors, or

information, in the procurement process.

d. Verify all information submitted in a proposal submission.

e. Approve or disapprove the use of particular subcontractors.

f. Award without negotiation, written or oral discussions, based on Evaluation Criteria and Service Price Schedule submissions of written proposals.

g. 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.

h. Notify unsuccessful proposers after District approval of such

award in a timely manner. Upon submittal, all proposals will be retained by the District.

11. Application of Evaluation Criteria. Technical proposals will be

evaluated based on the reviewer’s determination of the degree of compliance with RFP 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.

12. 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.



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13. Evaluation Criteria: Technical Proposal. The evaluation criteria in Section 19, Evaluation Process will be used to evaluate each technical proposal.

14. Scoring Guidelines: Technical Proposal.

a. 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

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

4 Compliant

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

3 Good

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

2 Minimal

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

1 Deficient

Non-compliant with solicitation requirements; errors, or risks, or weaknesses or omissions; difficult to correct and make acceptable.



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0 Unacceptable

Totally deficient and not in compliance with solicitation requirements; demonstrates a lack of understanding of solicitation requirements; extremely difficult and time consuming to correct.

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

15. 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.

16. 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.

17. 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. 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.

b. 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.



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18. 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.

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.

c. The AC TRANSIT Board of Directors, has the option of accepting

the recommendation or of making an award to another firm if it



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feels that such a selection is in the best interests of AC TRANSIT and public transit in the metro Bay area.

20. PROTEST PROCEDURES

A. Protests based upon the content of the solicitation: Any protest concerning the contents of the solicitation must be filed prior to the bid opening or proposal submission date.

B. Protests based upon grounds other than the content of the solicitation:

Protests must be filed no later than ten (10) calendar days after the District’s notice of intent to award, or notice of award, or notice of non-award; whichever occurs first.

C. Copies of the District’s Procurement Protest Procedures can be obtained

online at http://www.actransit.org/wp-content/uploads/board_policies/board_policy_46.pdf. 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.

21. 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.

22. RELEASE OF INFORMATION

Contractor must receive prior permission from the District before releasing any reports, information or promotional materials prepared in connection with this Contract. The Contractor shall provide a copy or copies to the District’s Project Manager for first review and comment.

http://www.actransit.org/wp-content/uploads/board_policies/board_policy_46.pdf



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23. 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, Certificates and Endorsements as prescribed and provided herein. If a contractor fails to comply strictly with the insurance requirements, that contractor may be disqualified from award of the contract. Contractor shall procure and maintain for the duration of the contract 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. Minimum Scope of Insurance. 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 CG 0001.

2. Automotive Liability: Coverage is to be equal to Insurance Services Office Business Auto Form CA 0001 (01/87) covering Automobile Liability, code 1 (any auto).

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

4. Professional Errors/Omissions Liability Insurance appropriate to the Contractor's profession.

5. Crime Bond including third party fiduciary liability.

B. Minimum Limits of Insurance

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 an aggregate limit is used, either a separate aggregate limit shall apply to this project or the aggregate limit shall be twice the required occurrence limit.



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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 the State of California and Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

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

5. Crime Bond: $1,000,000 per occurrence.

C. Deductible and/or Self-Insured Retentions

Any deductibles and/or self-insured retentions must be declared to and approved by the District. The District reserves the option to: 1) Require the insurer to reduce or eliminate such deductible and self-insured retention as to the District, and/or; 2) Require the Contractor to procure a bond guaranteeing the payment of any deductible or self-insured retention of losses, related investigations, claims, administration, and defense expenses.

D. Other Insurance Provisions

The policies are to contain, or are to be endorsed to contain, the following provisions: 1. General Liability and Automotive Liability

a. The AC Transit District, its directors, officers, officials, employees, and volunteers are to be listed as additional insureds as respects: liability arising out of activities performed on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor. The coverage shall contain no special limitation on the scope of protection afforded to the District, its directors, officers, officials, employees, or volunteers.

b. For any claims related to this contract, the Contractor’s

insurance coverage shall be primary insurance as respects the District, its directors, officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the District, its directors, officers, officials, employees, or



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volunteers shall be in excess of the 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 directors, officers, officials, employees, or volunteers.

d. The 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 the insurer’s liability.

2. All Coverages

a. Each policy required shall be endorsed to state that the coverage shall not be suspended, voided, canceled by either party, reduced in coverages or limits, except after 30 days prior written notice by certified mail, return receipt requested, has been given to the District, addressed to Risk Manager, Alameda-Contra Costa Transit District, 1600 Franklin Street, Oakland, California 94612.

b. Each policy is to be on an “Occurrence” form. “Claims

Made” form requires prior approval by the District, as well as Contractor being required to provide acceptable evidence of the policy’s retroactive date, and also will be required to maintain the coverage with the same retroactive date for a period of not less than three (3) years following termination of services under this contract.

3. Acceptability of Insurance

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

4. Verification of Coverage

Contractor shall furnish the District with appropriate Certificates of Insurance and with original endorsements effecting coverages. The Certificates and Endorsements are to be signed by a person authorized by the insurer to bind coverage. The Certificates and Endorsements are to be on forms approved by the District. The Certificates and endorsements are to be received and approved by the District prior to the commencement of any work under the



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Contract. The District reserves the right to require complete certified copies of all required insurance policies at any time.

5. Other Requirements

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

b. These insurance requirements are not intended to and shall

not in any manner limit or otherwise qualify the liabilities and obligations otherwise assumed by the Contractor under this Contract; including, but not limited to, the provisions concerning indemnification.

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

24. TYPE OF CONTRACT

The District anticipates awarding a firm-fixed price contract. 25. PERIOD OF PERFORMANCE

The period of performance will be for a base period of five (5) years.

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

27. 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



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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 (attached to this solicitation), 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 the Contract Specialist or Buyer assigned to this procurement for information on SLBE resources. (Attachment No. 3)

28. VENDOR REGISTRATION

If you are not already an AC Transit registered vendor, an online Vendor Registration is required prior to Contract award. Proposers should access www.actransit.org and select Doing Business with AC Transit, and click on Vendor log-in and Registration, and then select Vendor Registration. 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 District’s Purchasing Department for instructions.

29. FURTHER INFORMATION

Prospective proposers may contact Jamell Woodard, by calling (510) 891-5492, or by email @ [email protected] between the hours of 7:30 a.m. and 4:00 p.m., Monday through Friday, holidays excepted, for further information.

[END OF SPECIAL CONDITIONS]

http://www.actransit.org/mailto:[email protected]



SCOPE OF SERVICES

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The District seeks consolidated armored car services for the transportation and processing of fare revenue. In connection with the performance of service hereunder, the Contractor shall be required to use a vault transfer vehicle to pick up and transport daily transit revenue. It is the intent of the District to award a contract for the described essential services. Those essential services include but are not limited to the following: 1. TRANSPORTATION REQUIREMENTS

A. Provide armored car service to and from the following AC Transit locations to pick-up revenue (coin/currency/tickets) in consolidation bins for transit to carrier’s processing location. Preparation of the daily bank deposit and same day credit for District’s revenue is also required. Armored car company must be able to sort and count loose coin, bundle currency, and out-sort tickets, tokens, and any non-revenue coins or items. The current five (5) locations are:

Division Location Pick-up Schedule

Division 2 45th Street & San Pablo Ave. Monday through Saturday Emeryville, California Holidays included Division 4 Seminary & San Leandro Blvd. Monday through Saturday Oakland, California Holidays included Division 6 Sabre Street & Corsair Blvd. Monday through Saturday Hayward, California Holidays included Home Office (GO) 1600 Franklin Street Monday through Friday Oakland, CA Holidays excluded Transbay Terminal Howard, Main and Beale Streets Monday through Friday (Temporary) San Francisco, California Holidays excluded The District may add or remove locations at any time during the contract term. The Contractor and the District will mutually agree upon the cost for the additions and deletions of service. B. Transportation services are required six (6) days a week for District

Division Locations, including all holidays (no exceptions).

C. Transportation services must be performed between the hours of 5:00 a.m. and 8:30 a.m., daily. This schedule must be adhered to. The schedule may be adjusted by the District to ensure staff availability and pick-up schedule align properly.



SCOPE OF SERVICES

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D. Armored carrier will notify the District’s Operations Control Center

immediately of any scheduling problems, with instructions to notify the District Treasury department personnel and designated maintenance staff as soon as possible. Immediate status must be communicated as to the problem and what action will be taken to correct the problem.

E. Minimum crew requirements for the armored carrier are two (2) employees. Armored carrier employees are not allowed to ride in the truck compartment with the consolidation bins.

F. Transportation services require a back-up plan inclusive of a fully detailed

disaster recovery implementation schedule.

G. Armored carrier personnel must be uniformed, armed, and properly licensed by the State of California to carry a weapon.

H. AC Transit also requires dedicated transportation service for our

consolidation bins. The District requires this to ensure the truck stops only at AC Transit divisions and then takes the revenue directly to their processing center, without making any stops for other customers. This is to ensure revenue security.

2. EQUIPMENT REQUIREMENTS

A. Armored truck must be equipped with a lift gate large enough to handle two (2) consolidation bins at a time. The lift gate must have sides and lockable front lip sufficient to keep the consolidation bins from rolling off when the tailgate is raised or lowered.

B. The dimensions of a consolidation bin are: 31” H, 30” W, 37” D. The

weight of each consolidation bin is approximately 460 lbs. empty and 725-750 lbs. full. When the District’s farebox and bin replacement is completed, the new bin’s dimensions are: 36” H, 30” W, 42” D.

C. Each empty bin is valued at about $15,000.00. All damages incurred to a bin once picked up are the responsibility of the armored carrier.

D. The consolidation bins must be secured and wheels blocked to keep bins

from moving in transit. A two inch (2”) space must be maintained between bins to protect locks front and back.



SCOPE OF SERVICES

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E. The armored car company must have the ability to rotate the truck crew on a regular basis and any additional rotation requirements, to be mutually agreed upon.

F. The armored car transport vehicle specifications call for a truck capable of transporting the number of daily bins to meet the District's present and future needs. The number of consolidation bins combined from all three (3) locations can range from 15 to 20 each day.

The District will consider two (2) transport vehicles if the armored car carrier is willing to guarantee the following:

A. Division and/or bin revenue will not be co-mingled.

B. Revenue from both trucks must be processed at the armored car processing center and delivered for same day credit to the cash vault at the District’s banking facility, currently located in San Francisco.

C. Pick-up times at each Division may be adjusted at a later date.

D. District revenue bins are picked up with trucks that are dedicated to AC

Transit in order to minimize access to the consolidation bins. 3. PROCEDURES FOR SERVING DISTRICT LOCATIONS Division Locations

Arrive at the Division yards Monday through Saturday, between 5:00 a.m. and 8:30 a.m.

A. Pick-up times at each Division will be fixed due to the shift assignments of

District personnel, who will assist the armored car carrier with the pick-up of full bins and the delivery of the empty bins from the previous day. This schedule may be adjusted in the future to allow adequate time at each Division. Currently scheduled pick-up times are:

D2 Emeryville Between 5:45 a.m. – 6:15 a.m. 4 bins D4 Seminary Between 6:15 a.m. – 6:45 a.m. 4 bins D6 Hayward Between 7:00 a.m. – 7:30 a.m. 4 bins

D3 Richmond is currently closed; it may be reopened and be added to the pick-up schedule at a later date.



SCOPE OF SERVICES

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B. Go to the service island and use the District’s telephone to notify the Division dispatcher of the arrival of the armored car company. The telephone number to call will be provided by the District at a later date.

C. Meet with the District’s division dispatcher to pick-up three (3) to six (6) full

consolidation bins and drop off the same number of empties, daily.

D. All consolidation bins are serial numbered and must be signed for (by number and location) when they are picked up at each Division site, by the armored carrier.

E. After leaving the District’s last location, the carrier will deliver all full

consolidation bins to the carrier’s revenue processing center for immediate verification.

F. When bins need repair, notify AC Transit Treasury Department to receive

shipping instructions for the bin(s). When possible, bins will be inspected by District staff and damage(s) should be documented and reported to maintenance staff and Treasury.

Home Office Service Service to the District’s General Office at 1600 Franklin Street, Oakland, California, includes the following tasks: A. Pick-up deposits, bundled in bags, five (5) days a week, Monday through

Friday, excluding holidays, at a specific time and deliver directly to District’s bank for same day credit. The deposit will consist of two (2) sealed bags; one (1) containing coin and currency, and one (1) containing checks. Each bag will contain a deposit slip ready for delivery to the cash vault at the District’s banking facility, currently Bank of America. The daily value of the Home Office deposit is approximately $10,000.00.

B. Daily pick-up and delivery log must be signed and dated by carrier and

District personnel.

C. Delivery of all non-revenue items securely tagged and bagged from the carrier’s processing center, from the previous day’s activity. It is the armored carrier’s responsibility to ensure these items are returned daily. Non-revenue items consist of:

• AC Transit Tickets • AC Transit Tokens • And other miscellaneous items



SCOPE OF SERVICES

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D. Delivery of all deposit and carrier verification documentation from the

previous day’s activity.

Clipper® AVM’s (Automated Vending Machines) The District currently has four (4) AVM’s (Automated Vending Machines) on District property, two (2) in the Transbay Office and two (2) in the Home Office. Temporary Transbay Terminal AVM’s Provide monthly servicing and armored car service for the four (4) Clipper Add Value Machines (AVM’s) location at the Temporary Transbay Terminal. Servicing includes opening the outer door, swapping out the full cashbox and replacing with an empty cashbox, printing the usage summary report from the AVM and secure the machine. The cash should then be transported to the Brink’s processing center for counting, reporting and deposit. The cash consists of currency only as the machines do not accept coins. Revenue servicing should be done within the last week of each month. The District will supply the cashboxes, keys, security cards and necessary training.

Home Office (Customer Service Center) AVM’s

Provide monthly servicing and armored car service for the two (2) Clipper Add Value Machines (AVM’s) located at the General Office building. This will be done once a month and can coincide with a daily pick up of currency and coins at the location.

4. VERIFICATION PROCESSING REQUIREMENTS

A. Upon delivery to armored carrier processing center, each bin is to be weighed. The following information should be recorded daily on the carrier’s log for each bin:

• Delivery Date • Truck Number • Bin Number • Division (AC Transit) Number • Bin Weight (full) or total of bags’ weight from First Transit



SCOPE OF SERVICES

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B. All U.S. coins, currency, and AC Transit tokens are to be sorted and counted by denomination within division and bin sequence. The counting equipment is to produce a tape containing the following information:

• Current Time • Current Date • Revenue Date • Operator Identification Number • Number of Coins and Tokens and associated dollar amounts • Currency Count • Bin and Division Numbers • Subtotals of Coins and Currency Counts • Grand Totals by Division

C. All currency is to be processed “FED READY” for delivery to the cash

vault at the District’s banking facility, which is currently Bank of America located at 1455 Market Street, San Francisco, California 94103, for same day credit. The District will provide the armored carrier with bank deposit documents on an as-needed basis.

D. Coins are to be processed “FED READY” for delivery to the coin vault at

the designated District banking facility, which is currently Bank of America located at 3775 Alameda Avenue, Oakland, California 94601. Armored car carrier will be required to deliver coin deposit documents to the District banking facility cash vault, which is currently Bank of America located in San Francisco, for same day credit. The District will provide the armored carrier with bank deposit documents on an as-needed basis.

E. AC Transit paper tickets and passes are to be out-sorted for next day

delivery to the District’s Treasury department. This procedure will be discontinued when the new fareboxes are installed on entire fleet (expected completion date 2/1/2014).

F. The cut off time for same day credit at the Bank of America cash

vault is 7:30 p.m. G. The carrier will compensate the District for lost interest for all deposits that

are not processed daily. Interest will be calculated as follows: Deposit amount, times the current Three-month Treasury Bill rate, divided by 360 days, times the number of days outstanding.



SCOPE OF SERVICES

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H. The armored carrier will also compensate the District for all overdraft charges and analysis earnings credit losses from District’s bank that were caused by deposits not processed or delivered timely by the armored carrier.

I. Weekly confirmation of revenue totals will be provided by the District to

the armored carrier.

J. Coin/currency bags, blue lead bag seals, bag tags, and crimpers are to be provided by the armored carrier to the District at no charge. AC Transit bag requirements are approximately 8-10 bags a day.

5. STATISTICS FOR REVENUE PROCESSING

A. All shortage discrepancies between the currency and coin verification process by the armored carrier and the bank will be absorbed by the armored carrier. Credit will be provided to the District daily, via bank deposit slip.

B. AC Transit District currently has a registering farebox that accepts the

following items:

• Dollar Coins • Half Dollar Coins • Quarters • Dimes • Nickels • Pennies • Currency • Paper tickets in 4”x2”

When the District’s new fareboxes are installed on entire fleet, expected to be completed by July 1, 2014, they will accept the following items: • Dollar Coins • Quarters • Dimes • Nickels • Pennies • Currency ($1, $5, $10, and $20)



SCOPE OF SERVICES

Page 25 of 34

C. All tickets and any other non-revenue items must be separated from the currency section of the consolidation bins and returned to:

AC Transit District Attn: Treasury Department, Third Floor 1600 Franklin Street Oakland, CA 94612 D. The armored carrier is to deliver all of the support documentation from the

revenue processing center to the District’s Treasury Department, on a daily basis.

E. The majority of currency in the consolidation bins are $1.00 bills, as our

basic cash fare is $2.10 (District reserves the right to increase/decrease fares). Each consolidation bin is approximately 80% full.

F. The average dollar volume of coins to be counted is approximately $27,000.00 daily, $800,000.00 monthly.

G. The average dollar volume of currency to be counted is approximately

$50,000.00 daily, and $1,500,000.00 monthly.

H. The average volume of tickets is currently about 100, daily. This will be eliminated when the farebox replacement project is completed.

I. Total fare revenue is approximately $25,000,000.00, annually.

6. MUTILATED COIN/CURRENCY REQUIREMENTS

The District’s new fareboxes currently being procured have capability of bill and coin validation. Until such date when the new fareboxes are installed on entire fleet (expected 2/1/2014) all foreign and mutilated coins, currency, non-District tickets, etc., are to be sorted out for the next day delivery to the District’s Treasury Department.

7. SECURITY REQUIREMENTS

A. The District’s revenue verification process is to be conducted under video camera surveillance and recorded on a DVR capable of transferring to DVD or other media for quick access by the District at all times. The District reserves the right to view these recordings at any time.

B. The District reserves the right to inspect and audit the armored carrier’s

premises at any time.



SCOPE OF SERVICES

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C. The District’s consolidation bin keys must be maintained by the armored carrier management personnel and secured at all times. All keys must be logged as to usage daily. The District reserves the right to inspect the key(s), key log and all associated security measures at any time.

D. All unused keys must be kept in a secured vault at all times. An inventory

record must be maintained on all spare keys by the armored carrier’s management personnel.

E. All key discrepancies or replacement needs must be communicated

to the District’s Treasury Department personnel, immediately. All damaged keys are to be returned to the District upon receipt of the replacement key. This process will be conducted in person by the District Treasury personnel. Replacement requests are to be communicated to the District Treasury Department, as needed.

F. All non-revenue items found during the revenue processing function must

be logged and sealed in a money bag and returned to the District’s Treasury Department by the following day. The armored carrier’s account manager and the District Treasury Department must be notified by telephone concerning all valuable non-revenue returned items, daily.

8. ACCOUNT MANAGER REQUIREMENTS

A. A dedicated account manager must be assigned to resolve all issues and notify the District Treasury personnel no later than 24 hours after occurrence.

B. The armored carrier’s account manager will act as liaison for any special

District needs or requirements for revenue processing.

C. The District will sponsor Semi-Annual meetings between armored carrier and District Treasury personnel to ensure all issues are resolved.

(END OF SCOPE OF SERVICES)



COST PROPOSAL FORM

Page 27 of 34

The proposal shall be submitted on a "firm-fixed price" basis. The contract base period shall be priced and remain fixed.

SERVICE AREA SCHEDULE PRICE Base Period (5 Years) Call at Div. 2, 4, 6 Monday thru Saturday, 6 days $ NTE

Each week – Including Holidays Deliver to designated Local bank SAME BANKING DAY Call at General Offices, Monday thru Friday, 5 days $ NTE Transbay Terminal each week – Excluding Holidays Deliver to designated SAME DAY BANKING Local bank Consolidation Verification $ NTE GRAND TOTAL BASE PERIOD (5 YEARS) $ NTE

HOLIDAYS:

NEW YEARS DAY INDEPENDENCE DAY MARTIN LUTHER KING LABOR DAY PRESIDENTS DAY THANKSGIVING DAY MEMORIAL DAY CHRISTMAS DAY



Attachment No. 1: Disadvantaged Business Enterprise (DBE) Certification FILL-IN AND RETURN WITH PROPOSAL

Page 28 of 34

Company Name

Street /Mailing Address

City/State/Zip Code

TAX I.D.

I. PRIME CONTRACTOR

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

Certification No. Expiration Date

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

Application Date Status of application

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

II. SUBCONTRACTOR (if proposed in bid or proposal) Attach a separate sheet for each subcontractor to be used in the performance of services under a proposal specifying the sub-contractor DBE status as stated under section I listed above. If not already registered, sub-contractors should access www.actransit.org, and complete an online vendor registration form by selecting purchasing, online purchasing, and registering as an Online Purchasing User. A W-9, Request for Taxpayer Identification Number and Certification is required to complete the process. Prime Contractor's are requested to explain the DBE program and encourage sub-contractors to apply for certification. Prime Signature Position Title Date

(END OF DBE CERTIFICATION)

http://www.actransitorg/



Attachment No. 2: DESIGNATIONS OF SUBCONTRACTORS

Page 29 of 34

To comply with the requirements of the California Subletting and Subcontracting Fair Practices Act, bidder shall list the name and address of each subcontractor, including D.B.E. subcontractor to whom 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 of their subcontractors. The form for reporting monthly payments to subcontractors will be supplied by the District to the successful contractor after contract award. If there is no opportunity for Sub-Contractor utilization, please indicate on the form with “N/A” and provide an explanation as to why not. Attach additional copies of this form if more space is required. Name: Address: Estimated dollar amount of subcontract & description of work: Is the firm a certified 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 certified 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 DESIGNATIONS OF SUBCONTRACTORS)



Attachment No. 3: SMALL LOCAL BUSINESS PROCUREMENT WORKSHEET

Page 30 of 34

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)



SAMPLE CONTRACT

Page 31 of 34

THIS CONTRACT is made and entered into this _____ day of ______ 2014, by and between the ALAMEDA-CONTRA COSTA TRANSIT DISTRICT (hereinafter "AC Transit" or the "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 SERVICES

Contractor shall furnish the District all services in full accordance with Request for Proposal No. 2013-1268 prepared and issued by the District titled ARMORED CAR SERVICES dated December 23, 2013.

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:

A. This Contract B. Request For Proposal No. 2013-1268 and any addenda C. Contractor’s submitted proposal

3. PERIOD OF PERFORMANCE

Services under this Contract shall commence upon execution of the Contract by both parties, and continue until March 31, 2019. The Contractor shall not be held liable for delays resulting from problems of scheduling on the part of the District.

4. CONTRACT PRICE

The District agrees to pay the Contractor in accordance with their submitted cost proposal. Costs for these services will be on a firm-fixed price basis, with a not-to-exceed (NTE) total contract price of ____________ for services performed in accordance with this Contract. The District and the Contractor must mutually agree upon any adjustments in payment. Invoices for services performed shall be submitted by the Contractor 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 Purchase Order Number on all invoices. Failure to do so could delay payment.



SAMPLE CONTRACT

Page 32 of 34

5. NOTICES

Any notices 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 to all parties to this Contract. DISTRICT: CONTRACTOR: AC Transit Purchasing Manager 1600 Franklin Street, 8th Floor Oakland, California 94612

6. ATTORNEY'S FEES

In the event that it becomes necessary for either party to bring a lawsuit to enforce any 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.

7. 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.

8. BINDING EFFECT

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

9. 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 Contract. The Contractor further covenants that in the performance of this Contract 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.



SAMPLE CONTRACT

Page 33 of 34

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

10. 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.

11. GOVERNING LAW

All matters arising under the contract shall be governed by California law.

12. VENUE

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

13. 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.



SAMPLE CONTRACT

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IN WITNESS WHEREOF, the parties have executed this Contract on the dates set forth below. ALAMEDA-CONTRA COSTA CONTRACTOR: TRANSIT DISTRICT: David J. Armijo Date Signature Date General Manager APPROVED AS TO FORM AND CONTENT: Print Name David A. Wolf Date Title General Counsel

REQUEST FOR PROPOSALPROFESSIONAL SERVICESOakland, CA 946127. NON-DISCRIMINATIONThe District anticipates awarding a firm-fixed price contract.I. PRIME CONTRACTOR

II. SUBCONTRACTOR (if proposed in bid or proposal)1. SCOPE OF SERVICES2. COMPONENT PARTSA. This ContractB. Request For Proposal No. 2013-1268 and any addendaC. Contractor’s submitted proposal3. PERIOD OF PERFORMANCE4. CONTRACT PRICE5. NOTICES6. ATTORNEY'S FEES7. SEVERABILITYIf 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.8. BINDING EFFECTAll of the terms, provisions and conditions of the Contract hereunder, shall be binding upon and inure the parties hereto and their respective successors, assigns, and legal representatives.13. ENTIRE AGREEMENTDavid J. Armijo Date Signature DateGeneral ManagerDavid A. Wolf Date TitleGeneral Counsel

Documents

PROFESSIONAL SERVICES AGREEMENT · ARMORED CAR SERVICES PERIOD OF PERFORMANCE: APRIL 1, 2014 THROUGH MARCH 31, 2019 SPECIAL CONDITIONS Page 3 of 34 16. GENERAL INFORMATION . Alameda-Contra