Comprehensive Operations Analysis

VICTOR VALLEY TRANSIT AUTHORITY Representing the communities of Adelanto, Apple Valley, Barstow, Hesperia, Victorville, and San Bernardino County. RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS (COA) FEBRUARY 21, 2023 NOTICE INVITING PROPOSALS 2023-01 1. Purpose of the Procurement and Period of Performance The Victor Valley Transit Authority (VVTA) is seeking proposals from qualified consultants and firms with expertise and knowledge in transit design, engineering, land use, planning and service scheduling, including public outreach services to develop and provide a Comprehensive Operational Analysis (COA) / Short Range Transit Plan (SRTP) for the Victor Valley service areas. The period of performance will be for three years with two on-year options to extend. 2. Obtaining the Proposal Document Proposal documents may be obtained from Victor Valley Transit Authority electronically at cplasting@vvta.org,

href="http://www.publicpurchase.com" target="_blank">www.publicpurchase.com, or www.vvta.org/procurement . Proposals requested by courier or via USPS mail shall be packaged and sent only at the Proposers’ expense. 3. Proposal Due Date and Submittal Requirements Proposals must be received by 3:00 PM on (PDT) Thursday, April 6, 2023. 3.1 Sealed Proposals shall be delivered to the following address: Victor Valley Transit Authority Attn: Christine Plasting, CPPB Procurement Manager 17150 Smoke Tree Street Hesperia, CA 92345 3.2 Envelopes or boxes containing proposals shall be sealed and clearly labeled with VVTA’s RFP number and the solicitation title: “VVTA RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS (COA)” The Technical Proposal and Price Proposal shall be in separate sealed envelopes clearly marked “Technical Proposal,” and “Price Proposal.” 3.3 Proposers are requested to submit to VVTA one (1) original and one (1) electronic copy via DVD/CD or thumb/flash drive of the proposals. As an alternative, Proposers may submit their proposals electronically via www.publicpurchase.com. The Technical Proposal and Pricing Proposal must be separate uploaded files on publicpurchase.com. A Proposal is deemed to be late if it is received by VVTA after the deadline stated above. Proposals received after the submission deadline shall be returned unopened to the Proposer. It is the Proposer’s sole responsibility to ensure that the Proposals are received by the Procurement Manager by the date and time stated above. 4. Validity of Proposals Proposals and subsequent offers shall be valid for a period of ninety (90) days. An award may be made without further discussion. VVTA reserves the right to withdraw or cancel this RFP at any time without prior notice and VVTA makes no representation that any contract will be awarded to a proposer responding to this RFP. 5. Pre-proposal Meeting and Questions There will not be a pre-proposal meeting, however, the deadline for questions is at 5:00 PM (PDT), Friday, March 24, 2023. Prospective bidders are requested to submit written questions to the Procurement Manager at cplasting@vvta.org. Responses shall be shared with all known prospective proposers by written addenda only. The successful Proposer will be required to comply with all applicable Equal Opportunity Laws and Regulations. mailto:cplasting@vvta.org, http://www.publicpurchase.com/ http://www.vvta.org/procurement http://www.publicpurchase.com/ mailto:cplasting@vvta.org VVTA RFP 2023-01 Page 3 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS TABLE OF CONTENTS INSTRUCTIONS TO PROPOSERS..................................................................... 4 A. TIMELINE ................................................................................................. 4 B. PURPOSE................................................................................................. 4 C. BACKGROUND ......................................................................................... 4 D. PERIOD OF PERFORMANCE...................................................................... 5 E. EXAMINATION OF DOCUMENTS.................................................................. 5 F. VENDOR CONTACT.................................................................................. 5 G. ADDENDA TO RFP..................................................................................... 5 H EXCEPTIONS / DEVIATIONS ... ................................................................. 6 I. FORMAT OF PROPOSALS ......................................................................... 6 J. PROPOSAL PACKAGING REQUIRMENTS.................................................... 8 K. PRE-CONTRACTUAL EXPENSES.................................................................. 9 L. JOINT PROPOSALS .................................................................................. 9 M. TAXES ... ................................................................................................. 9 N. MODIFICATION OR WITHDRAWAL OF PROPOSALS....................................... 9 O. SUBCONTRACTORS AND ASSIGNMENTS..................................................... 10 P. RESERVED............................................. ................................................. 11 Q. CONFIDENTIALITY AND PUBLIC RECORDS ACT......................................... 11 R ACCEPTANCE / REJECTION OF PROPOSALS................................................ 13 S. SINGLE RESPONSE................................................................................. 13 T. CANCELLATION OF PROCUREMENT............................................................. 13 U. AVAILABILITY OF FUNDS............................................................................. 13 V. VVTA’S RIGHTS........................................................................................ 14 W. CONFLICT OF INTEREST AND CODE OF CONDUCT .................................... 14 X. EVALUATION, NEGOTIATION AND SELECTION........................................... 15 ATTACHMENT A – SCOPE OF WORK ATTACHMENT B – RESERVED ATTACHMENT C – SAMPLE CONTRACT ATTACHMENT D – PROTEST POLICY ATTACHMENT E – REQURED FORMS VVTA RFP 2023-01 Page 4 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS INSTRUCTIONS TO PROPOSERS A. PROPOSAL TIMELINE Date of RFP: February 21, 2023 Agency: VICTOR VALLEY TRANSIT AUTHORITY Address of Agency: 17150 SMOKE TREE ST., HESPERIA, CA 92345-8305 Contracting Officer: Christine Plasting, CPPB, Procurement Manager Telephone No: (760) 995-3583 FAX No: (760) 948-1380 Email Address: cplasting@vvta.org Pre-proposal Conference (Non-Mandatory) Not for this solicitation Last Day for Questions 5:00 p.m. (PDT), Friday, March 24, 2023 Addenda and Answers to questions 2:00 p.m. (PDT), Thursday, March 30, 2023 Proposals Due Date 3:00 p.m. (PDT), Thursday, April 6, 2023 Anticipated Award Date May 15, 2023 B. PURPOSE The Victor Valley Transit Authority (VVTA) is seeking proposals from qualified Proposers with expertise and knowledge in transit design, engineering, land use, planning, service scheduling, including public outreach services to develop and provide a Comprehensive Operational Analysis (COA). The study will encompass a Seven (7) -year horizon, to reflect future development and growth. Study components include Title VI Analyses, a line-by-line analysis, transfer locations, including possible relocation of current transfer locations, review of a recent change in Victorville, a move from Costco to D St., and an analysis of an upcoming move in Hesperia from the Post Office to property next to VVTA facility. C. BACKGROUND 1. VVTA is a Joint Powers Authority (JPA) created in 1992 to provide comprehensive public transit services to six incorporated towns and several unincorporated communities (represented by the San Bernardino County Board of Supervisors) – all member jurisdictions are located in San Bernardino County, a region that covers an area of approximately 950 square miles. 2. VVTA serves the Victor Valley, a sub region of Southern California north of the Cajon Pass, east of the Los Angeles County line, incorporating much of the Northern portion of mailto:cplasting@vvta.org VVTA RFP 2023-01 Page 5 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS the Mojave Desert in San Bernardino County. Victor Valley is part of the Inland Empire, a sub region of the Greater Los Angeles Area. 3. In addition to fixed route, rural routes, and complementary paratransit service, VVTA operates its BV Link – which provides intercity service from Barstow to Victorville and down into the San Bernardino Valley; its NTC Commuter service which operates from Victorville and Barstow to the National Training Center at Fort Irwin; Micro Link Micro- transit pilot program; and a turnkey vanpool operation. 4. VVTA was recently designated as a Consolidated Transportation Services Agency (CTSA) for the North Desert Region of San Bernardino County - a very large geographic area including responsibility for volunteer driver transportation services in Trona and Big River. D. PERIOD OF PERFORMANCE For the Comprehensive Analysis, VVTA intends to award a Fixed Price based contract, The Final Analysis and implementation of proposed changes shall be within the first 12 months of the contract. On Call services shall be for three years with two one-year options to extend. VVTA reserves the right to award the contract at a time other than stated in the proposed schedule. E. EXAMINATION OF DOCUMENTS By submitting a proposal, the Proposer represents that it has thoroughly examined and become familiar with the work required and documents included under the RFP. F. VENDOR CONTACT 1. All correspondence, communication and/or contact about any aspect of this solicitation is authorized only with the designated Contracting Officer identified in “A. Proposal Schedule” above, or their designated representative. Proposers and their representatives shall not make any contact with or communicate with any employees of VVTA, or its directors and consultants, other than the Contracting Officer about any aspect of this solicitation or offers. Ex parte’ communications with members of VVTA’s Board of Directors or any person responsible for awarding a contract, including the Contracting Officer is prohibited under California Public Contract Code Section 20216. All communications shall be in writing and will be made public. 2. If it should appear to a prospective Proposer that the performance of the Work under the contract, or any of the matters relating thereto, is not sufficiently described or explained in the RFP or Contract Documents, or that any conflict or discrepancy exists between different parts thereof or with any federal, state, local or Agency law, ordinance, rule, regulation, or other standard or requirement, then the Proposer shall submit a written request for clarification to VVTA within the time period specified above. G. ADDENDA TO RFP VVTA reserves the right to amend the RFP at any time. Any amendments to or interpretations of the RFP shall be described by written addendum. VVTA shall provide copies of Addenda to all prospective Proposers officially known to have received the RFP, as VVTA RFP 2023-01 Page 6 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS well as post to the VVTA website: www.vvta.org/procurement. Addenda will also be posted on www.publicpurchase.com. Prospective Proposers, or their agents, shall be responsible to collect the addendum at the address provided in “Contracting Officer” (Section A. above) or receive t h e same otherwise. Notification of the addendum will also be electronically delivered to all such prospective Proposers officially known to have received the RFP and to the address provided by each prospective Proposer. Failure of any prospective Proposer to receive the notification or addendum shall not relieve the Proposer from any obligation under its proposal as submitted or under the RFP, as clarified, interpreted, or modified. All addenda issued shall become part of the RFP. Prospective Proposers shall acknowledge the receipt of all addenda in their proposals. Failure to acknowledge addenda in their proposals may, at VVTA’s sole option, disqualify the proposal. If VVTA determines that the addendum may require significant changes in the preparation of proposals, the deadline for submitting the proposals may be postponed by the number of days that VVTA determines will allow Proposer sufficient time to revise their proposals. Any new Due Date shall be included in the addendum. H. EXCEPTIONS / DEVIATIONS Using the Form for Proposal Deviation – Attachment E – State any exceptions to or deviations from the requirements of this RFP, segregating “technical” exceptions from “contractual” exceptions. Where the proposer wishes to propose alternative approaches to meet VVTA’s technical or contractual requirements, these should be thoroughly explained. If no contractual exceptions are noted, the proposer will be deemed to have accepted the contract requirements as set form in the Scope of Work. I. FORMAT OF PROPOSALS 1. Proposals must be submitted and organized in the order listed below. The proposal shall include, at a minimum, the following: a. Cover letter – Proposer must include a letter of introduction. b. Title Page c. Table of Contents d. Profile of Firm (History, Experience, Changes) – This section should include details regarding the proposer’s ability and experience to operate the project as specified in the RFP. The following information should be included: I. Corporate hierarchy – i.e., President, Vice President, Corporate Officers, etc.... II. Corporate overview of services or activities performed. • History of firm – Include a brief history of the firm • Founding Date (month and year) • Firm size – staff and client base • Firm’s vision and mission statement III. Employment practices – policies and procedures, training, including safety training http://www.vvta.org/procurement http://www.publicpurchase.com/ VVTA RFP 2023-01 Page 7 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS and affiliation/accreditation. IV. Location of the office from which the work will be provided and the staff allocation at that office. e. Identify Project team including, but not limited to: I. Size of Project Team II. Education, qualifications, and specific experiences in performing the work that is being solicited in this RFP. III. Project Organization Chart. f. Resumes of Key Personnel g. Commitment that key personnel will be available throughout contract and will not be removed without prior approval of VVTA. h. Proposer’s approach to accomplish the Scope of Work Requirements. I. Description of proposer’s approach to performing services. Proposals must include a description of the services to be rendered per the scope of work including a detailed proposal. II. Provide a work plan or description of how the work will be performed by the contractor. (e.g. – outline a proposed work plan and methodologies that will be employed to accomplish the work.) III. The name of the Project Manager / Liaison and a list of personnel to be assigned to the project and the roles and qualifications. IV. Indicate whether your firm will be subcontracting portion(s) of the work. If so, indicate the name of the subcontractor, the portion of the work to be subcontracted, and their State of CA Contractor’s License Number (if applicable). V. Describe your firm’s approach to resolving problems that may be encountered in the field. i. Summary of Contracted Services I. Proposer must identify all areas that will be subcontracted and name of the firms performing such work. List their key personnel and their qualifications. II. Proposer must list all services, equipment, and facilities that the proposer has provided and/or operated under contract during the past five (5) years. Include company name, address, phone number, and contact. III. VVTA reserves the right to interview any organization and visit any of the facilities listed as subcontractors. VVTA RFP 2023-01 Page 8 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS j. Required Forms (See Attachment E) k. Any other information required by this RFP or its addenda which may not be listed above. l. Cost/Price Proposal – Proposers shall submit proposed pricing to provide the products/services for the work described in Attachment A – Scope of Work. 2. Firms may include additional information, however, do NOT attach terms and conditions that conflict with the RFP, as your firms’ proposal may be deemed non- responsive. J. PROPOSAL PACKAGING REQUIREMENTS 1. Please note that all addenda must be acknowledged. Proposers are instructed to use Attachment E – Acknowledgement of Addenda – to acknowledge all addenda released during this solicitation. 2. Sealed original proposal plus one (1) electronic copy, OR via www.publicpurchase.com, must be received at the address shown in “Proposal Schedule” (Section A) not later than 3:00 PM (PDT) on Thursday, April 6, 2023. All labor, equipment, materials, and training shall be furnished in strict accordance with the delivery schedule and the Contract terms and conditions. All Proposals shall be valid for a period of ninety (90) days. 3. Proposals received after the time and date due will be rejected without consideration or evaluation and returned, unopened, to the return address of the package received. Under no circumstances will any proposal be accepted after the due date and time in accordance with PCC 10168. 4. Proposer shall submit the Cost/Price Proposal (Attachment E) in a separate sealed envelope marked “Pricing Proposal”. Prices are to be quoted excluding California State and Local Sales Tax. Proposer shall pay all taxes which are legally enacted at the time bid is submitted and shall secure and pay for all permits and government fees, licenses, and inspections necessary for the proper execution and completion of the Contract. 6. Proposals including all submittal documents and including price elements shall be submitted by the due date specified, in two sealed packages identified as “VVTA RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS (COA)” and “VVTA RFP 2023-01 – COST/PRICE PROPOSAL.” On Publicpurchase.com, please upload the technical proposal and the Cost/Price proposal as two SEPARATE documents in the portal. 7. NO COST, PRICE OR FINANCIAL INFORMATION OF ANY KIND SHALL BE INCLUDED IN PACKAGE NO. 1, NOR IN ANY OF THE PROPOSAL DOCUMENTS THAT WILL BE INLUCDED IN THIS PACKAGE. http://www.publicpurchase.com/ VVTA RFP 2023-01 Page 9 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS 8. If a Proposer is submitting their proposal electronically through publicpurchase.com, a copy of any required originals (notarized document, bonds, etc.) must be included with their proposal. The original documents must be received by VVTA not later than 5 business days after the Proposal Due Date. K. PRE-CONTRACTUAL EXPENSES 1. VVTA shall not be liable for any pre-contractual expenses incurred by any Proposer in preparation of its proposal. Proposers shall not include any such expenses as part of their proposal. 2. pre-contractual expenses are defined as expenses incurred by the proposer in: a. Preparing a proposal in response to this RFP; b. Submitting that proposal to VVTA; c. Negotiating with VVTA any matter related to this proposal; and d. Any other expenses incurred by proposer prior to date of award, if any, of the Agreement. L. JOINT PROPOSALS Where two or more firms desire to submit a single proposal in response to this RFP, they should do so on a prime-subcontractor basis rather than as a joint venture. M. TAXES Proposals are subject to State and Local sales taxes. However, VVTA is exempt from the payment of Federal Excise and Transportation Taxes. Proposer is responsible for payment of all taxes for any goods, services, processes, and operations incidental to or involved in the contract. N. MODIFICATION OR WITHDRAWAL OR PROPOSALS 1. A modification of a proposal already received will be accepted by VVTA only if the modification is received prior to the Proposal Due Date or is specifically requested by VVTA. All modifications shall be made in writing and executed and submitted in the same form and manner as the original proposal. 2. A Proposer may withdraw a proposal already received prior to the Proposal Due Date by submitting, in the same manner as the original proposal, to VVTA a written request for withdrawal executed by the Proposer’s authorized representative, in accordance with (California Public Contract Code) PCC 10169. After the proposal Due Date, a proposal may be withdrawn only if VVTA fails to award the contract within the proposal validity period prescribed in “Due Date” or any agreed upon extension thereof. The withdrawal of a proposal does not prejudice the right of a Proposer to submit another proposal within the time set for receipt of proposals. PCC Section 10169 does not authorize the withdrawal of any bid after the time fixed in the Public Notice for the opening of bids. 3. This provision for modification and withdrawal of proposals may not be used by a Proposer as a means to submit a late proposal and, as such, will not alter VVTA’s right VVTA RFP 2023-01 Page 10 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS to reject a proposal. O. SUBCONTRACTORS AND ASSIGNMENTS 1. Pursuant to the provisions of PCC 4104, every proposer shall in the proposal set forth: a. The name and location of the place of business (address) of each subcontractor who will perform work or labor or render service to the proposer in or about the work in an amount in excess of one-half of one percent of the proposer’s total proposal; and b. The portion of the work that will be done by each subcontractor. The proposer shall list only one subcontractor for each portion of work as defined by the proposer in its proposal. c. The dollar amount of the work which will be done by each such subcontractor 2. Proposer shall complete form entitled “List of Subcontractors (Attachment E)” with the above requested information. 3. If the proposer fails to specify a subcontractor for any portion of the work to be performed under the contract in excess of one-half of one percent of the proposer’s total Proposal, or if the proposer specified more than one subcontractor for the same portion of the work to be performed under the contract in excess of one-half of one percent of the proposer’s total proposal, the proposer agrees to perform that portion. 4. The successful proposer shall not, without the express written consent of VVTA, either: a. Substitute any person, firm, or corporation as subcontractor in place of the subcontractor designated in the original Proposal; or b. Permit any subcontract to be assigned or transferred; or c. Allow it to be performed by anyone other than the original subcontractor listed in the Proposal. 5. Each proposer shall set forth in its proposal the name and location of the place of business (address) of each subcontractor certified as a disadvantaged business enterprise who will perform work or labor or render a commercially useful function to the prime contractor in connection with the performance of the contract. 6. Proposer shall not assign any interest it may have in any Agreement/Contract with VVTA, nor shall proposer assign any portion of the work under any such Agreement with a value in excess of one-half of one percent of Agreement price to be sub- contracted to anyone other than these subcontractors listed in the “List of Subcontracts,” except by prior written consent of VVTA. VVTA’s consent to any assignment shall not be deemed to relieve proposer of its obligations to fully comply with its obligations under its Agreement with VVTA. Proposer with its own forces shall perform a minimum of ten percent (10%) (Calculated as a percentage of the total cost of the project) of the work under this Agreement. Proposer shall also include in its subcontract agreements the VVTA RFP 2023-01 Page 11 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS provisions of its Agreement with VVTA including the stipulation that each subcontractor shall maintain adequate insurance coverage compatible to the insurance coverage required of the proposer. P. RESERVED Q. CONFIDENTIALITY AND PUBLIC RECORDS ACT Access to government records is governed by the State of California Public Records Act. (Government Code Section 6250 et. seq.) Except as otherwise required by state law, VVTA will exempt from disclosure proprietary information, trade secrets and confidential commercial and financial information submitted in the proposal. Any such proprietary information, trade secrets of confidential commercial and financial information, which a Proposer believes should be exempted from disclosure, shall be specifically identified, and marked as such. Blanket-type identification by designating whole pages or sections as containing proprietary information, trade secrets or confidential commercial and financial information will not assure confidentiality. The specific proprietary information, trade secrets or confidential commercial and financial information must be clearly identified as such. Proposers fully understands the scope of work/specifications and has carefully checked all words and figures inserted in said RFP and further understands that VVTA will no way be responsible for any errors or submissions in the preparation of this proposal. 1. Exclusive Property a. Responses to this Proposal become the exclusive property of VVTA and are subject to the California Public Records Act. b. Those elements of each Proposal that are trade secrets, as the term is defined in California Civil Code section 3426.1 (d) or otherwise exempt by law from disclosure and which are not prominently marked as TRADE SECRET, CONFIDENTIAL or PROPRIETARY may be subject to disclosure. 2. Disclosure of Records a. Upon a request for records from a third party regarding this proposal VVTA will notify in writing the party involved. The party involved must respond within twenty (20) calendar days with the identification of any and all “proprietary, trade secret, or confidential commercial or financial” information and the party involved shall agree to indemnify VVTA for its defense costs, (Including reasonable attorney fees) associated with its refusal to produce such identified information; otherwise, the requested information may be released and VVTA shall not be held liable for complying with the records request. b. If disclosure is deemed to be required by law or by an order of the court, VVTA shall not, in any way, be liable or responsible for the disclosure of any such records including without limitation those so marked. c. Any documents that are not marked “TRADE SECRET” or “CONFIDENTIAL” or “PROPRIETARY,” will be made available. VVTA RFP 2023-01 Page 12 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS 3. Exemption from Disclosure May Be Deemed Unresponsive a. VVTA will take into consideration documents that the Proposer deems exempt from disclosure which must be marked “TRADE SECRET” or “CONFIDENTIAL” or “PROPRIETARY.” b. Proposers who indiscriminately identify all or most of their proposals as exempt from disclosure without justification may be deemed non-responsive. 4. Indemnification of VVTA by Proposer a. The Proposer agrees to indemnify, hold harmless and defend VVTA and each of its board members, officers, officials, employees and agents from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of a Public Records Act request for any of the contents of a Proposal labeled as protected information and identified as, among other things, “TRADE SECRET” or “CONFIDENTIAL” or “PROPRIETARY.” This obligation shall survive the RFP process, including the awarding of the Contract b. Proposer agrees to absorb all costs and expenses, including attorneys’’ fees, in any action or liability arising under the California Public Records Act pertaining to protected information contained and labeled as such in the proposer’s proposal. 5. Public Interest a. The public interest exemption of the California Public Records Act provides that an agency may withhold the disclosure of a record by showing that the public interest served by not making the record public clearly outweighs the public interest served by disclosure of the record. b. To protect the integrity of the proposal process, in most instances, price proposals and information regarding the contents of a Proposal, will not be released or made available to other Proposers or the public until contract award is made by VVTA’s Board of Directors and after the conclusion of any protest. c. VVTA shall employ sound business practices no less diligent than those used for VVTA’s own confidential information to protect the confidence of all licensed technology, software, documentation, drawings, schematics, manuals, data and other information and material provided by Proposers and the Contractor pursuant to the Contract which contain confidential commercial or financial information, trade secrets or proprietary information as defined in or pursuant to the state law against disclosure of such information and material to third parties except as permitted by the Contract. The Contractor shall be responsible for ensuring that confidential commercial or financial information, trade secrets or proprietary information, with such determinations to be made by VVTA in its sole discretion, bears appropriate notices relating to its confidential character. VVTA RFP 2023-01 Page 13 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS R. ACCEPTANCE / REJECTION OF PROPOSALS 1. VVTA reserves the right to reject any or all proposals for sound business reasons, to undertake contract negotiations with one or more Proposers, and to accept that proposal, which in its judgment, will be most advantageous to VVTA, price and other evaluation criteria considered. VVTA reserves the right to consider any specific proposal, which is conditional or not prepared in accordance with the instructions and requirements of this RFP to be non- responsive. VVTA reserves the right to waive any defects, or minor informalities or irregularities in any proposal which do not materially affect the proposal or prejudice other Proposers. 2. If there is any evidence indicating that two or more Proposers are in collusion to restrict competition or otherwise engaged in anti-competitive practices, the proposals of all such Proposers shall be rejected and such evidence may be a cause for disqualification of the participants in any future solicitations undertaken by VVTA. 3. VVTA reserves the right to reject a proposal that includes unacceptable conditions, exceptions, and deviations. S. SINGLE PROPOSAL RESPONSE If only one proposal is received in response to this RFP and it is found by VVTA to be acceptable, a detailed price/cost proposal may be requested of the single Proposer. A price or cost analysis, or both, possibly including an audit, may be performed by or for VVTA of the detailed price/cost proposal in order to determine if the price is fair and reasonable. The Proposer has agreed to such analysis by submitting a proposal in response to this RFP. A price analysis is an evaluation of a proposed price that does not involve an in-depth evaluation of all the separate cost elements and the profit factors that comprise a Proposer’s price proposal. It should be recognized that a price analysis through comparison to other similar procurements must be based on an established or competitive price of the elements used in the comparison. The comparison must be made to a purchase of similar quantity, involving similar specifications and in a similar time frame. Where a difference exists, a detailed analysis must be made of this difference and costs attached thereto. Where it is impossible to obtain a valid price analysis, it may be necessary to conduct a cost analysis of the proposed price. A cost analysis is a more detailed evaluation of the cost elements in the Proposer’s Offer to perform. It is conducted to form an opinion as to the degree to which the proposed costs represent what the Proposer’s performance should cost. A cost analysis is generally conducted to determine whether the Proposer is applying sound management in proposing the application of resources to the contracted effort and whether costs are allowable, allocable, and reasonable. Any such analyses and the results therefrom shall not obligate VVTA to accept such a single proposal; and VVTA may reject such proposal at its sole discretion. T. CANCELLATION OF PROCUREMENT VVTA reserves the right to cancel the procurement, for any reason, at any time before the Contract is fully executed and approved on behalf of VVTA. U. AVAILABILITY OF FUNDS This procurement is subject to the availability of funding. VVTA’s obligation hereunder is VVTA RFP 2023-01 Page 14 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS contingent upon the availability of appropriated funds from which payment for the contract purposes can be made. No legal liability on the part of VVTA for any payment shall arise until funds are made available to the Contracting Officer for this contract and until the Contracting Officer receives notice of such availability, by issuance of a written Notice to Proceed by the Contracting Officer. Any award of Contract hereunder is conditioned upon said availability of funds for the Contract. V. VVTA’S RIGHTS 1. Each Proposal will be received with the understanding that acceptance by VVTA of the Proposal to provide services described herein shall constitute a contract between the Proposer and VVTA which shall bind the Proposer on its part to furnish and deliver at the prices given and in accordance with conditions of said accepted Proposal and specifications. 2. VVTA reserves the right, in its sole discretion to: a. Accept or reject all Proposals, or any item or part thereof, or to waive any informalities or irregularities in Proposals. b. Withdraw or cancel this RFP at any time without prior notice. VVTA makes no representations that any contract will be awarded to any Proposer responding to this RFP. c. Issue a new RFP for the project. d. To postpone the Proposal opening for its own convenience. e. Investigate the qualifications of any Proposer, and/or require additional evidence or qualifications to perform the work. W. CONFLICT OF INTEREST AND CODE OF CONDUCT 1. POLICY OVERVIEW Federal regulations require VVTA to prevent conflicts of interest in contract awards. VVTA also seeks to avoid any appearance of conflicts of interest. VVTA personnel and Contractors are expected to avoid conflicts of interest or appearances thereof and actions which could result in favoritism or appearances thereof. 2. GUIDELINES FOR CONTRACTOR RELATIONSHIPS To avoid conflict whether real or apparent, the following shall apply to employees of any Contractor providing services to VVTA. No Contract Management personnel or support staff shall: (a) Make recommendations or be involved in preparation of specifications for any contracts for which that Contract personnel may bid or propose. VVTA RFP 2023-01 Page 15 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS (b) Be involved in any aspect of evaluation, selection, or award of a contract for which that Contract personnel may bid. (c) Be involved in any aspect of contract administration of a contract or subcontract which has been awarded to Contract personnel. X. EVALUATION, NEGOTIATION AND SELECTION The award for this solicitation shall be to the Proposer whose evaluation score is the highest. 1. OPENING OF PROPOSALS Proposal will be reviewed and evaluated in accordance with the criteria and procedures described in this document. Proposers determined to be within a competitive range and that have a reasonable chance of receiving a contract may be contacted to schedule a meeting with VVTA to carry out further negotiations and discussions. VVTA reserves the right to award to a proposer without further discussions, negotiations, or it may determine that no proposer meets the needs of VVTA. 2. EVALUATION TEAM An evaluation team will be assembled by the VVTA Executive Director or designee. The team may be made up of staff of VVTA and may include representatives of other nearby government agencies affected by or have specific knowledge of this type of procurement. 3. PROPOSAL SELECTION PROCESS a. The following describes the process by which proposals will be evaluated and a selection made for a potential award. Upon receipt of the proposals, copies will be distributed to the evaluation team members, together with scoring sheets, which include the evaluation criteria, and the points assigned to each category. b. Each team member will review the Proposers’ submittals in conjunction with the criteria contained in Section X.5., below. All Proposals shall be evaluated and ranked for the purpose of determining the competitive range and to select a proposal determined to be the most advantageous to VVTA. c. Proposals that do not comply with the instructions contained in these RFP documents and do not include the required information shall be rejected as non- responsive and shall not be considered for the competitive range. VVTA reserves the right to waive technical defects, discrepancies, and minor irregularities in an RFP and/or submitted proposal(s). VVTA reserves the right to award any alternatives set forth in the solicitation documents in its sole discretion. Submitted proposals may be rejected if there is any alteration of the RFP forms, additions not called for, conditional proposals, incomplete proposals, or irregularities of any kind. VVTA reserves the right to reject any proposal not in compliance with the solicitation documents or prescribed public contracting procedures and requirements. Written notice of rejection of all submitted proposals shall be sent to all Proposers. ALL UNSIGNED PROPOSALS SHALL BE REJECTED. VVTA RFP 2023-01 Page 16 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS d. Submittal of a proposal shall mean that the Proposer has accepted the VVTA Contract Documents in their entirety without exception. e. When the individual members of the evaluation teams have completed their evaluations, the entire team will meet to discuss and review the proposals. Once the discussions have been completed, members will have an opportunity to revise their scores independently. A final consensus meeting shall be held to confirm the most technically qualified and best value proposal submitted for award. The VVTA Contracting Officer, or designee, shall serve as Facilitator of the Evaluation Committee. f. Proposals that have been determined not to be in the competitive range and cannot be reasonably made to be within the competitive range, will be notified in writing, that they are no longer under consideration. 4. QUALIFICATION REQUIREMENTS a. The Proposers, whose proposals have been determined by the evaluation process t o b e i n t h e competitive range, may be notified and scheduled to meet with VVTA for further discussions, clarifications, and negotiations. The meeting will only occur if further discussion is required by the Evaluation Committee. VVTA reserves the right to award and contract to a Proposer without any meeting or further discussions. b. Any Proposal deviations submitted by the Proposer will be discussed as part of the negotiations process. However, VVTA at its discretion may in its best interest, reject any and all such conditions, exceptions, and deviations. Any proposal which fails to comply with the VVTA instructions and requirements listed in the solicitation documents shall be deemed non-responsive and their proposal shall be rejected. c. As part of the negotiation process, VVTA reserves the right to conduct factory visits to inspect the Proposer’s facilities. VVTA shall also have the right to contact other p a r t y with whom the Proposer has experience with this type of request, and other relevant references which the Proposer has listed. d. At the conclusion of the discussion and negotiation processes, each of the Proposers still determined by VVTA to be within the competitive range will be afforded the opportunity to submit a revised proposal with a clear understanding that VVTA will then choose that proposal, which it finds to be most advantageous based upon the evaluation criteria and final scoring. The results of the evaluations and the selection of a proposal for any award will be documented in a report to the final approval authority within VVTA. 5. PROPOSAL EVALUATION CRITERIA AND SCORING a. Listed below is the point scale system by which proposals from responsible Proposers will be evaluated and ranked for the purpose of determining any competitive range and to make any selection of a proposal for a potential award. VVTA RFP 2023-01 Page 17 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS TOTAL POSSIBLE POINTS 140 b. The cost factor will be made up of two components. Technical scores up to One Hundred Fifteen (115) base technical points; and Price twenty-five (25) Base Price points. The maximum 140 base points available will be awarded to the Proposer with the highest Technical and price score, combined. Price points will be calculated by dividing the lowest price offered by the proposal price being scored and multiplying the quotient of the calculation by (25); (Low offer divided by next highest offer) EVALUATION CRITERIA MAXIMUM POINTS RESPONSIVENESS – All documents have been received as requested, prior to the due date. Pass/Fail RESPONSIBILITY – All requested documents include the required signatures and, if needed, required notary review, signature, and stamp. All financial documents received represent that the Proposer has the financial capacity to perform this project. Pass/Fail 1. EXPERIENCE AND TECHNICAL COMPETENCE: Demonstrated experience in similar projects, understanding of RFP requirements and ability to meet performance goals, compliance with all technical and administrative requirements, financial viability, accounting, and reporting. 25 2. STAFFING AND PERSONNEL/PROGRAM OPERATIONS: Qualifications and experience of management and staff and other personnel, comprehensiveness of plan and team’s familiarity with the provision of Construction Project Management. 30 3. APPROACH: The proposal shall contain a detailed explanation of the project and not a reiteration of the RFP itself. The information offered should be a compendium of the Proposer’s knowledge of the standards outlined in the Scope of Work. 35 4. DBE PARTICIPATION: The Proposer or subcontract who is certified as Disadvantaged Business Enterprise. Proof of Certification required to be considered. 5 5. REFERENCES: Based on the references provided in Proposal, Procurement will check references and score them. 20 6. PRICE PROPOSAL A. Total Projects Costs. (All inclusive) B. Project Breakdown. Provide a detailed listing for all task items with total project amount. 25 VVTA RFP 2023-01 Page 18 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS times 2 5 points. The Price Proposals, DBE, and References will be evaluated by the RFP Facilitator. c. The balance of the evaluation criteria will be scored on the evaluator’s assessment in the areas described in the Table above, based on the following system: Exceptional: Fully compliant with the solicitation requirements and with desirable strengths or betterments; no errors, omissions, discrepancies, weakness, or potential risks. Proposals judged to fall within these parameters will receive 90 to 100% of the points available for the category. Good to Superior: Compliant with requirements of the solicitation; some minor errors, omissions, discrepancies, weakness, or risks. Proposals in this range will receive 80 to 89% of the points available for the category. Adequate: Minimally compliant with solicitation requirement; with errors, omissions, discrepancies, weakness, or risks; which may be possible to correct and make acceptable. Proposals in this range will receive 70 to 79% of the points available for the category. Poor to Deficient: Non-compliant with solicitation requirements; contains errors, omissions, discrepancies, weaknesses, or risks which would be difficult to correct or make acceptable. Proposals in this range will receive 60 to 69% of the points available for the category. Unacceptable: Totally deficient and non-compliant with requirements; contains major non-correctable errors, omissions, discrepancies, weaknesses, or risks. Proposals in this range will receive 0 to 59% of the points available for the category. There is the possibility of an extra 20 points for those proposers whose scores are within the competitive range and are asked to present an oral presentation. Each proposer’s final score will be an average score based on the scores given by the evaluation committee. 6. EVALUATION PROCEDURES a. All aspects of the evaluations of the proposals and any discussions and/or negotiations, including documentation, correspondence, and meetings, will be kept confidential during the evaluation and negotiation process. b. Proposals will be analyzed for conformance with the instructions and requirements of the RFP and Contract documents. Any proposal which fails to comply with the VVTA instructions and requirements listed in the solicitation documents shall be deemed non-responsive and their proposal shall be rejected. Proposers are advised that the detailed evaluation forms and procedures will follow the same proposal format and organization specified in Section I. Therefore, Proposer shall pay close attention to and strictly follow all instructions and requirements. Submittal of a proposal means that the Proposer has accepted all of the Contract documents, except such conditions, exceptions, reservations, or understandings explicitly, fully, and separately stated on the forms and according to the instructions of “Form for Proposal Deviation” (Attachment E). Any such conditions, exceptions, reservations or understanding VVTA RFP 2023-01 Page 19 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS which do not result in the rejection of the proposal are subject to evaluation under the criteria of “Proposal Evaluation Criteria” (Section X.5.) c. Evaluations will be made in strict accordance with all of the evaluation criteria and procedures specified in “Proposal Selection Process” (Section X .3.) above. VVTA shall select for any award the highest ranked proposal from a responsible Proposer, qualified under “Qualification Requirements” (Section X.4.), which does not render this procurement financially infeasible and is judged to be most advantageous to VVTA based on consideration of the evaluation “Proposal Evaluation Criteria” (X.5.). 7. QUALIFICATION OF RESPONSIBLE PROPOSERS Proposals will be evaluated in accordance with requirements of “Qualification Requirements” (Section X.4.) to determine the responsibility of Proposers. Any proposals from Proposers whom VVTA finds not to be responsible and finds cannot be made to be responsible may not be considered for the competitive range. Final determination of a Proposer’s responsibility will be made upon the basis of initial information submitted in the proposal, any information submitted upon request by VVTA, and information resulting from Agency inquiry of Proposer’s references, and its own knowledge of the Proposer. 8. DETAILED EVALUATION OF PROPOSALS AND DETERMINATION OF COMPETITIVE RANGE a. Each proposal will be evaluated in accordance with the requirements and criteria specified in “Proposal Selection Process” (Section X.3.) b. The following are the minimum requirements that must be met for a proposal to be considered responsive for inclusion in the competitive range. All of these requirements must be met; therefore, they are not listed in any particular order of importance. Any proposal that VVTA finds not to meet these requirements and that cannot be remedied as part of the negotiation process will be determined to be non-responsive and will not be included in the competitive range. The minimum requirements are as follows: i. Proposer is initially evaluated as responsible in accordance with the requirements of “Qualification Requirements” (Section X.4.) Final determination of responsibility will be made through the evaluation process. ii. Proposer has demonstrated its responsiveness by following the instructions of the RFP and included sufficient detail information, such that the proposal can be evaluated. Any informalities in regard shall be determined by VVTA to be either a defect and non- responsive or an informality that VVTA will waive in accordance with “Acceptance/Rejection of Proposals” (Section R) iii. Proposal price would not render this procurement financially infeasible, or it is reasonable that such proposal price might be reduced to render the procurement financially feasible. c. VVTA will document its evaluations in accordance with the criteria and procedures of “Proposal Selection Process” (X.3.). Any proposal deficiencies which may render a proposal non-responsible and non- responsive will be documented. VVTA will make VVTA RFP 2023-01 Page 20 of 20 (Rev. 02/2023) COMPREHENSIVE OPERATIONS ANALYSIS specific note of questions, issues, concerns, and areas requiring clarification by Proposers and to be discussed through any contact with Proposers, which VVTA finds to be within the competitive range. Rankings and spreads of the proposals against the evaluation criteria will then be made by VVTA as a means of judging the overall relative spread between proposals and of determining which proposals are within the competitive range or may be reasonably made to be within the competitive range. 9. PROPOSALS NOT WITHIN THE COMPETITIVE RANGE Proposers of any proposals that have been determined by VVTA as not in the competitive range will be notified in writing. 10. DISCUSSIONS WITH PROPOSERS IN THE COMPETITIVE RANGE a. The Proposers, whose proposals are found by VVTA to be within the competitive range, will be notified and any questions and/or requests for clarifications provided to them in writing. Each such Proposer may be contacted with VVTA to discuss answers to written or oral questions, clarifications, and any facet of its proposal. b. In the event that a proposal, which has been included in the competitive range, contains conditions, exceptions, reservations, or understandings to any Contract requirements as provided in “Form for Proposal Deviation” (Attachment E), said conditions, exceptions, reservations, or understandings may be negotiated during contract negotiations. However, VVTA shall have the right to reject any and all such conditions and/or exceptions, which fail to comply with the VVTA instructions and requirements listed in the solicitation documents may be deemed non-responsive and their proposal to be outside the competitive range and rejected. c. No information, financial or otherwise, will be provided to any Proposer about any of the proposals from other Proposers. Proposers will not be given a specific price or specific financial requirements they must meet to gain further consideration, except that proposed price may be considered to be too high with respect to the marketplace or unacceptable. Proposers will not be told of their rankings among the other Proposers. d. Best Offers. VVTA expects that all responsible and responsive Proposers shall submit their Best Offer upon initial submission in response to this solicitation. e. VVTA reserves the right to make an award to a Proposer whose proposal it judges to be most advantageous to VVTA based upon the evaluation criteria, without conducting any written or oral discussions with any Proposers or solicitation of any BAFO. **** End of Instructions to Proposers **** VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 1 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK INTRODUCTION The Victor Valley Transit Authority (VVTA) is seeking proposals from qualified Proposers and firms with expertise and knowledge in transit design, engineering, land use, planning and service scheduling, including public outreach services to develop and provide a Comprehensive Operational Analysis (COA). The study will encompass a Seven (7) -year horizon, to reflect future development and growth. Study components include Title VI Analyses, a line-by-line analysis, transfer locations, including possible relocation of current transfer locations, review of a recent change in Victorville, a move from Costco to D St., and an analysis of an upcoming move in Hesperia from the Post Office to property next to VVTA facility. This project is funded solely with Local Transportation Funds (LTF) and has no Federal funding participation. Phase IV calls for “on call” consulting services related to this project and very likely other projects some of which may include federal funding. The goal of this effort shall be to arrest and reverse ridership declines. The intent is to restructure VVTA’s bus network in Victor Valley to better align with customer needs while making progress towards metrics for high frequency transit access. A reimagined network shall aim to increase transit use by creating a positive end-to-end experience that attracts and retains current, former, and future customers. This effort shall result in a service delivery strategy that can be implemented using, to the extent possible, existing operating resources. VVTA anticipates the service delivery strategy and associated tasks, as outlined below, can be completed within 12 months from Notice to Proceed. VVTA until recently operated as a “pulse” system. The last COA was conducted in 2017 and the Short-Range Transit Plan (SRTP) was completed in 2020. A recent change in the main Transfer location from 7th St, and Lorene to the Victor Valley Transportation Center on D Street in Victorville required the discontinuation of a pulsed system. On- time performance continues to suffer as a result of increased local traffic and dwell times being negatively impacted by pre-Covid ridership increases. VVTA is seeking a long-term solution to this ongoing problem. VVTA is looking for suggestions that may include a paradigm shift in operations including a complete system redesign; repositioning of key transfer locations (some of which are already in the works), and a creative use of technology to tackle problems. VVTA is also interested in hearing alternative Proposer suggestions. VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 2 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK PROJECT DESCRIPTION VVTA is seeking a qualified Proposer to holistically and comprehensively assess the market and service factors driving ridership in this region, which may range from changes in development patterns to competition from new travel options like on-demand shared mobility as well as the opportunity to take advantage of new mobility options to extend the reach of and complement transit. The Proposer will also provide recommendations for how VVTA can better meet the diverse and evolving mobility needs of our area customers, both today and in the future. The study will analyze the growth in residential and employment development to determine current transit needs. The study will include an on-board survey of existing riders to obtain information on rider demographics to be used for recommendations to make service improvements, attract new riders, and make the system more efficient. COVID impacts and suggested strategies to bring back or replace lost riders must be considered. Historically, approximately 50% of VVTA’s ridership are students. The Victor Valley is located approximately 90 miles east and north of Los Angeles, 45 miles north of San Bernardino, and continues to experience growth in population, retail and industrial development. In the 2020 census the Metropolitan Statistical Area (MSA) of Hesperia, Apple Valley, and Victorville population increased from 344,288 in 2010 to 355,816 today. There are large areas of low population density among more dense areas creating issues associated with urban sprawl. The connectivity between VVTA jurisdictions also adds to the rural nature of the operations environment. An electronic copy of the most recent SRTP final report from September 2020 is available for download at no charge at http://vvta.org/wp- content/uploads/2023/01/VVTA-SRTP-September-Final.pdf. Restructuring the VVTA Transit System: VVTA’s local Fixed-Deviated Routes/Intercity/County/Commuter/Demand Response/Microtransit bus network serves a diverse customer base, connecting residents across the Victor Valley with employment, educational, and cultural opportunities and resources. The majority of the agency’s approximately 119 revenue vehicles and 34 routes cover local service, with major focus points around the Victor Valley including Hesperia, Victorville, Apple Valley, Adelanto, Barstow, and unincorporated areas of San Bernardino County. http://vvta.org/wp-content/uploads/2023/01/VVTA-SRTP-September-Final.pdf http://vvta.org/wp-content/uploads/2023/01/VVTA-SRTP-September-Final.pdf VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 3 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK With the growth that is occurring in the High Desert, including new housing, warehousing, and other developments, it has become clear that there are gaps in VVTA’s current service and an entire system restructure is now critical. The agency seeks to evaluate and improve key portions of its local bus network. While services generally enjoyed strong ridership prior to COVID-19, local bus services have experienced declining ridership in all markets. Though many factors continue to drive transit ridership changes across the Country – VVTA believes that its services must evolve to meet the changing needs of the riding public. Ridership patterns during the COVID-19 pandemic have also highlighted the importance of local bus service for essential workers serving communities across the Victor Valley as well as in the San Bernardino, Riverside; and Los Angeles Counties presenting further impetus for re- evaluation. VVTA is initiating a systemwide effort to redesign and reimagine its bus services. Subsequent phases will progressively reach additional geographic areas throughout the region that will be defined based on logical groupings of VVTA’s existing bus routes and customer markets. SCOPE OF WORK Phase I – Data Collection and Analysis Task 1.A. Analyze Fixed-Route and Deviated Fixed-Route On-board Counts An analysis of service utilization shall be conducted. VVTA will provide the Proposer methodologically and technically sound report for a period to be agreed upon by both parties to include boardings and alighting by route, stop, time of day, day of the week, and type of fare. VVTA uses the CAD/AVL GMV Syncromatics system featuring GPS and APCs. The Proposer shall evaluate the routes, based upon data supplied and gathered, providing at a minimum the following information in report form and graphically: Aggregate Description of each route, including, but not limited to: • on time performance; • in-service and deadhead miles operated; • in-service and platform hours operated; • recovery time, on time performance, 30 - 60-minute headways; • daily ridership by route segment; weekday, Saturday, and Sunday; VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 4 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK • daily ridership by day part; weekday, Saturday, and Sunday; and • operations cost review. Analysis of each route, to include but not be limited to: • passengers per hour by route and designated route segments, time-of- day and fare category for weekday, Saturday, and Sunday ridership; • passengers per mile by route and by time-of-day; • schedule adherence at time points, with on-time performance defined as zero minutes early and five minutes late; • maximum load points and load factors by stop and route segment; • identification of trips or portions of trips that exceed 110 percent of seating capacity; • ratio of revenue miles to total miles operated; • missed trip history, defined as 15 minutes or more late at the end of the route; • significant origin-destination combinations; and • other performance indicators per route. Task 1.B. Rider Survey and Transfer Analysis Conducting a review of the transfer patterns is to be included as part of the rider survey. Although VVTA does not use transfers, identification of multiple routes used to reach collectors and attractors will be helpful in making decisions for service improvements such as routing modifications with attention to interlining, directional routes, headways, and any timed connections. A rider survey shall be conducted for all routes by service type, urban fixed route, county routes, commuter, intercity, Micro transit, and ADA complementary paratransit. The proposer will provide source data to VVTA. Surveys will collect at least the following data: • Passenger characteristics – trip origin and destination by route, trip purpose, frequency of use, fare type, length of usage, frequency of usage, age, gender, race/ethnicity, household income, ranking of possible service improvements, passenger rating of service; consumer disability/ mobility limitation. • Ridership characteristics, including age, gender, household income, trip purpose, frequency of use and so forth for both weekday and weekends. • Identify demographics for the entire service area including transit dependency, vehicle ownership, income, limited English proficiency (LEP), etc. VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 5 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK The proposal shall describe the methodology by which such data shall be collected, identifying any additional data items to be collected, and the general timeframe over which data collection shall be undertaken. The manner of presentation of the collected data shall be described, including samples of data analysis/ data presentation as appropriate. It should be noted that students have historically (Pre COVID) represented approximately 50% of VVTA’s ridership. These include full-time students as well as those who are working full-time or part-time but are taking classes for adult education, College, and or technical training. All of these need to be classified as students through crosstabs. Task 1.C. Describe and Address Local and Regional Development Patterns The Proposer team shall describe and address the current local patterns of travel by identifying major travel nodes and activity centers within the VVTA service area through a variety of data collection activities that may include agency interviews, review of published sources, stakeholder interviews, community and political leader interviews, city staffs, as well as other sources, major activity centers shall be identified including, but not be limited to: • Major commercial areas (existing and planned). • Major employment areas (existing and planned). • Health care facilities. • Major social service agencies (for example, Dept. of Aging & Adult Services, including nutrition sites; Jobs, Employment Services Division (JESD), including welfare-to-work training sites; Inland Regional Center; Housing & Urban Development sites); • Schools – notably middle schools, high schools and college / adult education; o Identify if there is any justification for new or augmented routing to meet the diminishing school bus service being provided in the valley; o Explore opportunities to partner with schools and colleges to provide general public bus service that also meets schools’ transportation needs; • Victor Valley College Public Safety Training Center located in Apple Valley, CA. • New (within the past five years) and planned housing developments including housing density plotting, multi-family units, senior housing, homeless shelters, and home values. Activity center data shall be presented employing GIS technology in a pre- VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 6 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK approved format. Any narrative summary of activity center findings should address geographic regions of the service area, as well as ridership groups (e.g. students, seniors, work-trips, etc.). SBCTA has requested VVTA’s support for the upcoming Brightline project (connecting Rancho Cucamonga to Hesperia) and the Train hub to be constructed at 395 and Joshua. Brightline is also in the process of constructing a high-speed rail system between Dale Evans Parkway, in Apple Valley, CA, to Las Vegas, along the 15 freeway. The rail station is supposed to be located off of Dale Evans Parkway to the south of the freeway within the 280 acres that have been purchased by Brightline. Brightline is also proposing the construction of Hotels and restaurants around the rail terminus – including an area for bus service. For more information please visit https://www.gobrightline.com/brightline-west. New development in Barstow: The Barstow International Gateway coming to town from Burlington Northern Santa Fe. As this project moves forward, it is expected the population of Barstow to expand significantly (10,000-20,000 people) over the next decade. The 2028 Olympics are coming to Los Angeles. The Proposer will produce a study regarding the effects of this event on VVTA’s system, such as an open loop payment system. The World Cup is coming to Los Angeles in 2026 and need to have a study completed to determine the effect on service in the Victor Valley. The proposer is to provide guidance on the addition of a commuter line between VVTA and AVTA. The new Micro Transit (VVTA Micro Link) study to develop additional areas as well as expansion of the current areas being served or integrate with VVTA’s Fixed Route service. Victor Valley College Master Plan may include the relocation of VVTA’s hub on campus. St. Mary’s Hospital located in Apple Valley, CA, will be undergoing updates to its facility to retrofit the facility which is likely to impact VVTA’s service. In the City of Hesperia, there is a new housing development that was formerly known as Tapestry which is to include approximately 15,000 new housing units, schools, and shopping. The location is currently under construction at I Avenue https://www.gobrightline.com/brightline-west VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 7 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK and Ranchero Road. Existing local and projected regional development patterns should be reported, as well as any readily identifiable changes to those patterns anticipated over the next three to seven years. Task 1.D. Identification of Service Issues The results of the preceding tasks, in addition to any other activities that may be proposed and undertaken by the Proposer, shall be compiled along with a summary of findings and discussion of the issues including, but not limited to, the impact on route alignments, increased number of routes, ITS integration, interlining, innovative delivery of transit services, coverage versus productivity issues, and cost projections with containment strategies. As part of this task, it is vital that the Proposer interview VVTA contracted drivers at both the Hesperia and Barstow yards as well as supervisors, dispatchers, reservationists, and management. This summary shall assess the current structure of VVTA services in terms of the degree of match and mismatch with identified mobility needs and issues. Proposer shall conduct a transit services inventory and assessment. The Proposer shall establish an understanding of the Authority’s: • Current service. • Overview of funding and financial constraints. • Coordination with connecting agencies including Omnitrans, Metrolink, Basin Transit Authority, Mountain Transit, Antelope Valley Transportation Authority (AVTA), and Foothill Transit; • Strategies shall improve on time performance and decrease layover times; • Facilities and organizations that serve the seniors and persons with disabilities and low-income populations; and • Commitments and/or desires to serve specific areas/facilities: o Analysis of the continued viability of the National Training Center (NTC) Commuter Service to Ft. Irwin; and o Analysis regarding the effect of the new Hydrogen Fueling station being constructed on the property at E Avenue and Live Oak Street. A discussion of performance measures should be included, assessing individual VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 8 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK services’ relative viability in relation to measures of effectiveness and efficiency and of TDA-required minimum farebox recovery ratios (if/when reinstated). Coverage of the overall service area, as well as coverage of individual jurisdictions, should be addressed. Findings from Phase I shall be presented at a scheduled meeting of the VVTA Board of Directors. Task 1.E. Comprehensive Fare Policy With TDA fare ratio requirements currently suspended and considering the statewide and national discussion for free fares for all, VVTA wants the Proposer’s perspective on a possible plan of action moving forward. Task 1.F. Transfer Point Locations This study shall include an analysis of current transfer points to determine if any of them need to be relocated as the long-term solution to this problem. Particular attention is to be paid to the Victor Valley Transportation Center (D Street) and Victor Valley College. Additionally, VVTA has acquired property adjacent to its Hesperia facility with the intention to relocate the Hesperia transfer hub from its current location at Olive & G Ave (Hesperia Post Office). As part of the study, the Proposer is tasked to conduct Title VI Equity Analyses – including a retroactive Analysis of the Barstow Maintenance and Operations Facility, the move of the Hesperia Transfer Hub, Hydrogen fueling station, and any future fare changes. Phase II. Development and Presentation of Alternatives Task 2.A. Describe Current and Projected Funding Levels The Proposers shall summarize current VVTA operations and capital funding by source in relation to the existing flows of funds. Task 2.B. Identify Service Alternatives The Proposers shall prepare alternatives based upon the review and discussion of issues from Phase I. These shall be developed in the context of existing, identifiable funding levels, but may also incorporate reasonable expectations of bringing in new funding sources, where such funds are identified. Most alternatives are expected to address the design and configuration of transit services to be administered by VVTA, although it may be appropriate to direct some recommendations to other member agencies or organizations. VVTA is considering a possible complete redesign of how public transportation is provided throughout the High Desert, Barstow and VVTA’s connection to adjacent transit VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 9 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK systems. Issues to address include but are not limited to: • System redesign • Coverage compared to productivity assessment • Realignment of current routes • Recommendations for alternate headways • Analysis of peak service • Areas for new route development • Areas to reduce service • Analysis of Saturday and Sunday service and suggested alternatives • Recovery time • Route additions and/or deletions • Innovative delivery of transit services (Micro Transit) • Review of VVTA’s Micro Transit operational software (currently Ecolane) • Review of current brokerage system serving the VVTA service area. • Review of current ADA “zones” to recommend development of official boundaries and incorporate same into current technology. • Complete restructuring of fixed-route and community deviated fixed- route services • Analysis of Commuter services to the National Training Center compared to the use of Vanpool Services • Accessing alternative funding sources • Relative cost effectiveness (projected cost per rider per service mode, under various scenarios) Task 2.C Alternative / Future Needs Analysis The Proposers shall identify the Authority’s alternative and future needs and determine if any should be incorporated within the next seven (7) years. It is the expectation of the Authority that among the alternatives proposed will be some combination or re-combination of services that might include semi- scheduled service, deviated fixed-route, community service routes, expansion of Micro transit or other such alternatives that recognize this area’s low density, long trip-distances, and dispersed activity center characteristics. Alternatives that are responsive to the requirements of the ADA but don’t automatically require two separate service systems (e.g. fixed-route and complementary paratransit) are highly desirable for appropriate areas of the VVTA service area. The advantages and disadvantages of proposed alternatives shall be identified. At a minimum, alternatives identified shall address: VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 10 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK • Justification and implications of restructured services. • Ridership immediate and ongoing implications. • Budgetary implications (operations and capital requirements as they relate to existing funding levels). • Staffing and labor implications, including discussion of any necessary changes to the staffing patterns/roles and responsibilities in order to bring about proposed recommendations. • Implementation timeframes. Alternatives shall be presented at a scheduled meeting of the VVTA Executive Team and presented for public comment for purposes of providing input to the Proposers prior to identification of the preferred alternative(s). Task 2.D. Public Comment Opportunity Upon preparation of the outline of proposed alternatives, the Proposers shall schedule and conduct noticed public meetings as well as “pop-up” meetings at transfer points and on board. These meetings shall be held for the purpose of providing the public with an opportunity to hear a summary of key study findings, the proposed service goals and objectives and a presentation of the proposed service alternatives. The public will be invited to offer comments and observations on the proposed alternatives, for consideration by the Proposer and VVTA staff in developing the preferred alternative(s). It is vital that bilingual (Spanish) staff be available and that the materials are produced in both English and Spanish. The Proposers shall be responsible for designing the public meeting format, and shall attend the meetings to present study findings and proposed service alternatives, and to receive public comment. A formal written summary of public comments and how that comment was incorporated into the plans shall be prepared and included as part of the final study products. The consulting team will prepare a strategy for staging and attracting the public. The Authority will assist in securing meeting locations and disseminating notices of the public meetings. The same process shall be presented to the VVTA contracted drivers, supervisors, dispatcher / reservationists and management for input. VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 11 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK Phase III. Development of an Action Plan Task 3. A. Preparation of an Action Plan Modified by input developed through the Key Stakeholders, and after addressing comments or concerns raised by VVTA Board members, members of the public, and Contracted employees, the Proposer team shall develop a recommended action plan. At a minimum this shall include: 1. Proposed immediate changes and modifications (within one year). Prioritized long term changes, possibly with a phased-in program over seven years. 2. Operations and Capital budget requirements and funding plan, including identification of funding sources. 3. Timeline for implementation. 4. Selected strategies and tools for implementation. Any immediate changes proposed to the routing structure should be accompanied by detailed graphic depictions of route modifications in a format approved by VVTA. Longer term service changes may be described conceptually in narrative form but shall also be conveyed in graphic format. Task 3.B. Develop an Overall Capital Plan for the Entire VVTA Service Area for the Study Period 1. Replacement and Expansion buses. a. Based on service changes, expansion and other recommendations, the Proposer shall work closely with VVTA’s Executive Team to develop a detailed fleet plan in accordance with the California Air Resources Board’s (CARB) Innovative Clean Transit (ICT). This will include estimated costs and funding streams including infrastructure. 2. Replacement service vehicles, relief vehicles. 3. Bus Stop and Transfer Hub Amenities a. Shelters, lighting, benches, trash cans, etc. 4. New Transit Hubs, improvements, and Hesperia Transfer Hub Park & Ride. 5. Innovative technology in buses and at facilities. 6. Paths of travel. 7. Other. VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 12 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK Task 3.C. Presentation of the Action Plan The Action Plan, in draft and in finalized formats, shall be presented to the VVTA Board of Directors at a meeting to be agreed upon by consulting team and VVTA staff. Deliverables This project shall be completed and implemented within 12 months of the Notice to Proceed. Phase I Findings and Summary of Issues: Provided electronically. Phase II Proposed Alternatives: Provided electronically. Action Plan, Draft Provided electronically. Action Plan, Final Electronic with 8 hard copies – bound and tabbed for ease of use by VVTA Board of Directors These deliverables shall be provided in an editable electronic format such as Microsoft Word or approved equal. Graphics, mapping, databases, etc. outside of Microsoft Word or equal will be provided in a software format agreed upon by the awarded Consultant team and VVTA staff. Electronic versions of all maps including individual routes and system maps produced for this study shall also be provided to the Authority in an approved format. In addition, data tables and respective databases comprised of on-board, or passenger surveys conducted on behalf of the Authority shall be provided in electronic format. Phase IV. On Call Services For a period of seven (7) years post completion of this project VVTA will need additional services related to this project. In addition, VVTA will have a need for on-call management level consultancy services to provide on-demand, multi- disciplined, executive level consultative support on matters relative to the Agency’s strategic and programming needs. Proposers may offer additional services than those listed in its proposal as it believes will be of benefit to VVTA. Those additional services; however, are not to be considered as accepted by VVTA unless VVTA agrees to such additional services in writing. VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 13 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK The on call services may include a wide variety of management consulting services on an as-needed, on-call basis throughout the term of the Agreement. All services will be as appropriate to meet VVTA’s needs. Such services shall include, but not limited to: A) Provide supplemental service planning functions; routing, scheduling, performance monitoring; B) Analysis of NTD required Directional Miles, analysis of Jurisdictional Miles, and analysis of urban and rural split for NTD purposes; C) Define methodologies to address positive interaction with the Metropolitan Planning Organization (MPO) & the County Transportation Commission (CTC) Boards and staff, jurisdictional entities, CALTRANS, and FTA; D) Development of vision and strategic plans considering budgetary as well as political and jurisdictional constraints; E) Class / Compensation studies. F) Support to Senior Management on strategic, programmatic, and contractual matters; G) Development of Comprehensive Operations Analyses, SRTPs, capital plans, budgets, analysis, job descriptions, and validations for staffing; H) Preparation for submission of competitive Federal, state, local, private and nonprofit grant applications as directed; I) Assist in preparing the agency to remain in compliance with any federal, state, and local legislation or mandates including asset management, state of good repair, ADA compliance, PTASP, etc.; J) Assist in preparation of FTA Triennial Reviews, TDA Performance Audits, NTD audits, and other federal and state audits that may be required of VVTA from time to time; K) Assistance in developing required Title VI programs/plans, DBE Programs/Plans/Goal, and any other future Civil Rights requirements mandated by the FTA. L) Other ancillary projects and reports as deemed necessary. VVTA RFP 2023-01 COMPREHENSIVE OPERATION ANALYSIS / ATTACHMENT A – SCOPE OF WORK VVTA RFP 2023-01 Page 14 of 14 Rev. 02/2023 ATTACHMENT A – SCOPE OF WORK Services will be authorized by issuance of a Purchase Order for each task or set of tasks and issued by the Agency’s Executive Director. The Purchase Order will provide specific details on the task to be completed based on requirements of the resultant Agreement. Each Purchase Order may vary in scope and dollar value depending upon specific task requirements. Each Purchase Order will contain a performance period specific to the task(s) indicated. VVTA RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS ATTACHMENT C – SAMPLE CONTRACT VVTA RFP 2023-01 Page 1 of 25 Rev. 11/2021 ATTACHMENT C – SAMPLE CONTRACT THIS AGREEMENT is made and entered into this ___ day of ____, 20__, by and between the VICTOR VALLEY TRANSIT AUTHORITY, a Joint Powers authority, created pursuant to the laws of the State of California (“VVTA” OR “Agency”) and ______________________ (“CONTRACTOR”). RECITALS WHEREAS VVTA circulated and distributed a Request for Proposal (“RFP”) from qualified firms who can provide the products and services needed to provide a Comprehensive Operations Analysis, a copy which is attached herein as Exhibit 1 (RFP); and WHEREAS, CONTRACTOR submitted a proposal to provide the required services per the Scope of Work described in the RFP, a copy which is attached herein as Exhibit 2: and WHEREAS, CONTRACTOR has represented and warrants to VVTA that it has the necessary training, experience, expertise, physical manufacturing capacity and staff competency to provide the services, goods and materials that are described in this Agreement, at a cost to VVTA as herein specified and that it will be able to perform the herein described services for VVTA by virtue of its current resources and specialized knowledge of relevant data, issues, and conditions: and WHEREAS CONTRACTOR represents and warrants that neither CONTRACTOR, nor any of its officers, agents, employees, contractors, subcontractors, volunteers, or five percent owners, is excluded or debarred from participating in or being paid for participation in any Federal or State program; and WHEREAS CONTRACTOR further represents and warrants that no conditions or events now exist which give rise to CONTRACTOR, or any of its officers, agents, employees, contractors, subcontractors, volunteers, or five percent owners being excluded or debarred from any Federal or State program; and WHEREAS CONTRACTOR understands that VVTA is relying upon these representations in entering into this Agreement. NOW, THEREFORE, in consideration of the mutual promises and conditions herein contained, VVTA and CONTRACTOR hereby agree as follows: 1. SCOPE OF WORK A. CONTRACTOR will perform the Work and related tasks as described in Attachment A, Scope of Work (Exhibit 2) hereto and is incorporated by reference into and made a part of this Agreement. B. This is a non-exclusive Agreement, whereby VVTA may, at its sole discretion, augment or supplant the Work with its own forces or forces of another contractor or entity. CONTRACTOR will cooperate fully with VVTA’s staff or other contractor or entity that may be providing similar or the same Work for VVTA. VVTA RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS ATTACHMENT C – SAMPLE CONTRACT VVTA RFP 2023-01 Page 2 of 25 Rev. 11/2021 ATTACHMENT C – SAMPLE CONTRACT 2. CONTRACT DOCUMENTS The complete Contract between the parties shall consist of the following component parts: This Agreement; A. Exhibit 1 – RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS (COA), including Addenda and all Attachments; B. Exhibit 2 – RFP SCOPE OF WORK C. Exhibit 3 – CONTRACTOR’s PROPOSAL Submission dated _________________ D. Exhibit 4 – CONTRACTOR’s Proof of Insurance dated _______________________ E. Exhibit 5 – CONTRACTOR’s Price Proposal dated _________________________ F. Exhibit 6 – Completed, signed, and notarized (if applicable) forms as required by the Solicitation. All the Exhibits mentioned in this Agreement are attached and are herein incorporated. This Agreement and the other Exhibits mentioned constitute the entire Contractual Agreement between the parties. In the event of any conflict between any of the provisions of this Agreement and Exhibits, the provision that requires the highest level of performance from CONTRACTOR for VVTA’s benefit shall prevail. Proposer shall execute and submit Certifications as required in the RFP and shall be submitted separately in each Proposer’s Price Bid. In the event of any conflict between the final contract and the provisions included in the attachments, the negotiated terms of the final contract shall prevail. 3. PERIOD OF PERFORMANCE This Agreement shall commence on ____________ and shall continue in full force and effect through _______________,unless earlier terminated or extended as provided in this Agreement. 4. TOTAL CONSIDERATION A. In accordance with the terms and conditions of this Contract, VVTA shall pay CONTRACTOR for its obligations under this Agreement. VVTA shall pay CONTRACTOR on a FIXED PRICE basis at the fully burdened fixed rates stated herein in accordance with the provisions, of this Section, and subject to the maximum cumulative payment obligation RATES B. VVTA’s maximum cumulative payment obligation under this Agreement shall not exceed ___________________ ($___________.__), including all amounts payable to VVTA RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS ATTACHMENT C – SAMPLE CONTRACT VVTA RFP 2023-01 Page 3 of 25 Rev. 11/2021 ATTACHMENT C – SAMPLE CONTRACT CONTRACTOR for all costs, including but not limited to direct labor, other direct costs, subcontracts, indirect costs including, but not limited to, leases, materials, taxes, insurance, and profit. 5. INVOICING AND PAYMENT A. CONTRACTOR shall invoice VVTA on a monthly basis, during the course of the contract. CONTRACTOR shall furnish information as may be requested by VVTA to substantiate the validity of an invoice. CONTRACTOR shall submit invoices to: VICTOR VALLEY TRANSIT AUTHORITY ATTN: ACCOUNTS PAYABLE 17150 SMOKE TREE STREET HESPERIA, CA 92345-8305 Each invoice shall include, at a minimum, the following information: • Contract number/Purchase Order number • Invoice number • Description of service • Construction Milestones completed • Unit Price, extended price, and applicable taxes • Information as requested by VVTA B. VVTA shall remit payment within Thirty (30) calendar days of approval of the invoices by VVTA Senior Staff. VVTA does encourage the CONTRACTOR to accept discount terms of 2% 10, net 30, in the event the CONTRACTOR needs expedited terms. 6. AUDIT AND INSPECTION OF RECORDS In accordance with 49 C.F.R. § 18.36(i), 49 C.F.R. § 19.48(d), and 49 U.S.C. § 5325(a), provided VVTA is the FTA Recipient or a sub-grantee of the FTA Recipient, the Contractor agrees to provide VVTA, FTA, the Comptroller General of the United States, the Secretary of the U.S. Department of Transportation, or any of their duly authorized representatives access to any books documents, papers, and records of the Contractor which are directly pertinent to or relate to this Contract (1) for the purpose of making audits, examinations, excerpts, and transcriptions and (2) when conducting an audit and inspection. A. In the event of a sole source Contract, or single Offer, single responsive Offer, or competitive negotiated procurement, the Contractor shall maintain and VVTA, the U.S. Department of Transportation (if applicable), or the representatives thereof, shall have the right to examine all books, records, documents, and other cost and pricing data related to the Contract price, unless such pricing is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the public, or prices set by law or regulation, or combinations thereof. Data related to the negotiation or VVTA RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS ATTACHMENT C – SAMPLE CONTRACT VVTA RFP 2023-01 Page 4 of 25 Rev. 11/2021 ATTACHMENT C – SAMPLE CONTRACT performance of Contract shall be made available for the purpose of evaluating the accuracy, completeness, and currency of the cost or pricing data. The right of examination shall extend to all documents necessary for adequate evaluation of the cost or pricing data, along with the computations and projections used therein, including review of accounting principles and practices that reflect properly all direct and indirect costs anticipated for the performance of the Contract. B. For Contract Amendments, the VVTA, the U.S. Department of Transportation (if applicable), or their representatives shall have the right to examine all books, records, documents, and other cost and pricing data related to a Contract Amendment, unless such pricing is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the public, or prices set by law or regulation, or combinations thereof. Data related to the negotiation or performance of the Contract Amendment shall be made available for the purpose of evaluating the accuracy, completeness, and currency of the cost or pricing data. The right of examination shall extend to all documents necessary for adequate evaluation of the cost or pricing data, along with the computations and projections used therein, either before or after execution of the Contract Amendment for the purpose of conducting a cost analysis. If an examination made after execution of the Contract Amendment reveals inaccurate, incomplete, or out-of- date data, the VVTA may renegotiate the Contract Amendment and VVTA shall be entitled to any reductions in the price that would result from the application of accurate, complete, or up-to-date data. 7. NOTIFICATION All notices hereunder concerning this Agreement and the Work to be performed shall be physically transmitted by courier, overnight, registered, or certified mail, return receipt requested, postage prepaid and addressed as follows: To VVTA: To CONTRACTOR: Attn: Procurement Manager Victor Valley Transit Authority 17150 Smoke Tree Street Hesperia, CA 92345-8305 8. VVTA AND CONTRACTOR’S REPRESENTATIVES A. VVTA VVTA’s Executive Director has been delegated the authority to execute contracts on behalf of VVTA. Except as expressly specified in this Agreement, the Executive Director may exercise any powers, rights and /or privileges that have been lawfully delegated by VVTA. Nothing in this Agreement should be construed to bind VVTA for acts of its officers, employees, and/or agents that exceed the delegation of authority specified herein. The Executive Director or his/her designee is empowered to: VVTA RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS ATTACHMENT C – SAMPLE CONTRACT VVTA RFP 2023-01 Page 5 of 25 Rev. 11/2021 ATTACHMENT C – SAMPLE CONTRACT 1. Have general oversight of the Work and this Agreement, including the power to enforce compliance with this Agreement. 2. Reserve the right to remove any portion of the Work from CONTRACTOR which have not been performed to VVTA’s satisfaction. 3. Subject to the review and acceptance by VVTA, negotiate with CONTRACTOR all adjustments pertaining to this Agreement for revision. 4. In addition to the foregoing, the Executive Director shall have those rights and powers expressly set forth in other sections of this Agreement. B. Contractor’s Key Personnel The following are CONTRACTOR’s key personnel and their associated roles in the Work to be provided: Name Role ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ ___________________________________ Any propose/substitution or replacement by Contractor of Contractor’s key personnel shall ensure that such person possesses the same or better expertise and experience than the key personnel being substituted or replaced. VVTA reserves the right to interview such person to ascertain and verify if such proposed substitution or replacement does indeed possess such expertise and experience. VVTA awarded this Agreement to CONTRACTOR based on VVTA’s confidence and reliance on the expertise of CONTRACTOR’s key personnel described above. CONTRACTOR shall no reassign key personnel or assign other personnel to key personnel roles until CONTRACTOR obtains prior written approval from VVTA. 9. TERMINATION OF CONTRACT A. TERMINATION FOR CONVENIENCE 1. The performance of Work under this Contract may be terminated for in whole, or from time to time in part, by VVTA for the convenience of VVTA whenever VVTA VVTA RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS ATTACHMENT C – SAMPLE CONTRACT VVTA RFP 2023-01 Page 6 of 25 Rev. 11/2021 ATTACHMENT C – SAMPLE CONTRACT determines that such termination for convenience is in the best interest of VVTA and the other procuring agencies. Any such termination for convenience shall be executed by delivery to the Contractor of a written Notice of Termination specifying the extent to which performance of Work under the Contract is terminated, and the date upon which such termination becomes effective. After receipt of a Notice of Termination for Convenience, and except as otherwise directed by VVTA, the Contractor must: (a) Stop the Work under the Contract on the date and to the extent specified in the Notice of Termination for Convenience. (b) Place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the Work under the Contract as is not terminated. (c) Terminate all orders and subcontracts to the extent that they relate to the performance of Work terminated as set out in the Notice of Termination for convenience. (d) Assign to VVTA in the manner, at the times, and to the extent directed by VVTA, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case VVTA shall have the right, in its discretion, to settle or pay and or all claims arising out of the termination of such orders and subcontracts. (e) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of VVTA, to the extent he/she may require, which approval or ratification shall be final for all the purposes of this Section. (f) Transfer title to VVTA and deliver in the manner, at the times, and to the extent, if any, directed by VVTA the fabricated or un-fabricated parts, work in process, completed work, supplies, and other material produced as part of, or acquired in connection with the performance of, the Work terminated, and the completed or partially completed plans, drawings, information, and other property which, if the Contract had been completed, would have been required to be furnished to VVTA. (g) Complete performance of such part of the Work as shall not have been terminated by the Notice of Termination for Convenience; and (h) Take such action as may be necessary, or as VVTA may direct, for the protection or preservation of the property related to this Contract which is in the possession of the Contractor and in which VVTA has or may acquire an interest. VVTA RFP 2023-01 COMPREHENSIVE OPERATIONS ANALYSIS ATTACHMENT C – SAMPLE CONTRACT VVTA RFP 2023-01 Page 7 of 25 Rev. 11/2021 ATTACHMENT C – SAMPLE CONTRACT 2. A f t e r receipt of a Notice of Termination for Convenience, the Contractor shall submit to VVTA its termination claim, in the form and with certification prescribed by VVTA. Such claim shall be submitted promptly but in no event later than six months from the effective date of termination, unless one or more extensions in writing are granted by VVTA, upon request of the Contractor made in writing within such six months period or authorized extension thereof. However, if VVTA determines that the facts justify such action, it may receive and act upon any such termination claim at any time after such six months period or any extension thereof. Upon failure of the Contractor to submit its termination claim within the time allowed, VVTA may determine, on the basis of information available, the amount, if any, due the Contractor by re