ticket vending machines (TVMs)

RFP 2023-04-28, Ticket Vending Machines Page 1 of 55 700 NE 2nd Street, Suite 100 • Meridian, Idaho 83642 RFP Number RFP 2023-04-28 RFP Title (“Project”) Ticket Vending Machines Item Description Valley Regional Transit (VRT) is seeking proposals from qualified and experienced respondents (individuals or firms) to establish a “Service Agreement.” The services described by the Agreement and this RFP will include product, services, and installation of Ticket Vending Machines and is more fully described in Exhibit A. Term The successful Offeror shall provide the services as described herein for an initial term of one (1) year commencing on approximately April 3, 2023 and expiring on April 2, 2024 with an option to renew upon mutual agreement of both parties under the same terms and conditions for three (3) additional one-year terms. Deadline for Submittal Proposals Due: March 9, 2023 4:00 p.m. Mountain Time Direct Inquiries and Send Submittals to Kevin Womack, Procurement/Contract

Specialist, procurement@valleyregionaltransit.org 208.258.2737 Format of Submittals 1. Electronic submittals in PDF format must be received by VRT by the date and time in the “Deadline for Submittals” section above. No exceptions. a. Total page limit is 7 single sided pages. The Coversheet, Introductory letter and resumes will not count toward the 7 page limit. The page limit shall not include the Offeror’s Price Proposal exhibit (see Exhibit C to this RFP) and the acknowledgments/certifications pages required by Sections 11-16 below. b. Front and back cover pages are acceptable and do NOT count in the submittal. Cover pages shall only identify the RFP, the Offeror’s name, and Project. 2. Send electronic submittals to Kevin Womack, Procurement/Contract Specialist: procurement@valleyregionaltransit.org 3. Respondents are responsible for verifying receipt by VRT of the submittals. Clarification of Submittals During the evaluation of submittals, VRT reserves the right to the following: • Contact any or all Offerors for additional information for clarification purposes, • Discard submittals which contain errors, or • At its sole discretion, waive disqualifying errors or gain clarification of error or information. RFP Calendar These dates are for planning purposes and represent the agency’s desired timeline for this project. Any revision to the “Deadline for Submittals” will be made by addendum. All other dates may be adjusted without notice as needs or circumstances dictate. OFFERORS NAME: __________________________________________________________________ RFP 2023-04-28, Ticket Vending Machines Page 2 of 55 REQUEST FOR PROPOSAL RFP 2023-04-28 Ticket Vending Machines Activity Timeline RFP Issue Date January 27, 2023 Pre-Proposal Meeting February 9, 2023, 1:00 p.m. Mountain Time By Phone - 1 323-484-8960 Access Code: 112185513# Questions Due February 23, 2023, 4:00 p.m. Mountain Time Proposals Due March 9, 2023, 4:00 p.m. Mountain Time Submittal Review and Selection March 10 – April 7, 2023 Notification of Intent to Award April 10, 2023 Notice to Proceed April 17, 2023 1. BACKGROUND AND PROJECT DESCRIPTION Valley Regional Transit is a Regional Public Transportation Authority in southwest Idaho with a 29- member Board, made up of local and government representatives, in Ada and Canyon counties in southwestern Idaho. VRT was created as a single authority to be responsible for providing, aiding, and assisting public transportation within its two-county jurisdiction. VRT supports the fixed-route bus system, City Go, a transportation demand management association, a passenger information call center, and works with a variety of populations to provide specialized transportation to targeted populations. VRT may contract for services with public and private entities to carry out the purposes of Idaho Code § 40-2109(4). 2. EXHIBITS TO RFP The following Exhibits are included with this RFP: Exhibit A – Scope of Work Exhibit B – Submittal Requirements Exhibit C – Price Proposal Exhibit D – Evaluation Criteria Exhibit E – Sample Service Agreement 3. RESTRICTION OF CONTROL From the issue date of this RFP until the date the VRT Board approves the awarding of the contract, Kevin Womack will be the sole point of contact concerning this RFP. Any violation of this condition may be cause for VRT to reject the Offeror’s proposal. If VRT later discovers that the Offeror has engaged in any violations of this condition, VRT may reject the offending Offeror’s proposal or rescind its award. Offerors must agree not to distribute any part of their proposals beyond the allowed VRT contact individual. An Offeror who shares information contained in its proposal with other VRT personnel and/or competing Offeror personnel may be disqualified. RFP 2023-04-28, Ticket Vending Machines Page 3 of 55 4. PROCUREMENT QUESTIONS Prospective Offerors are encouraged to submit questions concerning the RFP in writing no later than 4:00 p.m., February 23, 2023. Questions concerning this RFP are to be submitted via email to Kevin Womack at procurement@valleyregionaltransit.org with “RFP 2023-04-28” listed in the subject line. VRT will answer all questions in writing and make those answers available to other Offerors via addenda posted with the original RFP on VRT’s website. It is the Offerors’ responsibility to monitor the website for updated. VRT shall not be bound by any verbal information nor shall it be bound by any written information that is not either contained within the RFP or formally issued as an addendum by VRT. VRT does not consider questions to be a protest of the requirements or of the solicitation. 5. PROPOSAL CONDITIONS Proposals must be received via email by 4:00 p.m. on March 9, 2023. Each Offeror shall submit to VRT the information and forms required, which forms and information shall become the property of VRT and will not be returned to Offerors, unless a written request to withdraw is received prior to the opening of proposals. Data contained in the submittal and all documentation provided therein becomes property of VRT and the data becomes public information. If a Offeror wishes to have any confidential or proprietary information withheld from the public, such information must fall within the definition of “trade secret” contained within the Idaho Public Records Act, Idaho Code § 74-101 et seq. All “trade secret” information a Offeror wishes VRT to withhold must be clearly marked “Trade Secret,” with each page of such information being clearly marked. Failure to mark such information as “Trade Secret” shall deem such information open to public inspection. Should VRT be challenged in court by a third party for a decision to withhold or redact information so identified by Offeror, Offeror agrees, by submitting its proposal or bid, to indemnify, defend, and hold harmless VRT for any judgments, attorney fees, and/or court costs associated with asserting the documents contain “trade secret” information. VRT reserves the right to make an independent discretionary decision whether or not the documents marked as “Trade Secret” qualify as such pursuant to the Idaho Public Records Act. All documents not marked as “Trade Secret” are subject to release in compliance with the Idaho Public Records Act. Offeror understands that information furnished by VRT may be proprietary to VRT, may include information that is not part of the public domain and therefore not subject to the Idaho Public Records Act, and/or may be information that is best not circulated beyond those responding to this RFP. In that regard, Offeror agrees that it will keep confidential and not use any material or information furnished by VRT for any purpose whatsoever other than as herein specified without prior written consent of VRT. 6. SIGNATURES REQUIRED The proposals must be signed where signatures are required, including the Offeror’s Price Proposal, as described in Exhibit C to this RFP, as well as the information required by Sections 11-16 below. In cases of a corporation or limited liability company, the signature must be that of a duly authorized officer of the corporation or authorized representative of the LLC and the signator’s title must be stated. In cases of partnerships, the signature of a general partner must follow the firm name, using the term “A Member of Firm.” In cases of an individual, use the term “dba” (Company Name) or sign as sole owner. Signatures submitted will be taken as evidence of authority to sign. Signatures by an individual not authorized to sign will be grounds for proposal rejection. mailto:procurement@valleyregionaltransit.org RFP 2023-04-28, Ticket Vending Machines Page 4 of 55 7. GENERAL EXPECTATIONS Offeror must be registered to do business in the State of Idaho. Offeror will provide documentation of work relevant to transit authority. Offeror will provide documentation that it is properly licensed to do the work or perform the services requested by this RFP. See Section 11 below. 8. SUBMITTAL REQUIREMENTS – See Exhibit B. 9. EVALUATION CRITERIA AND AWARD OF CONTRACT In addition to the criteria set forth in Exhibit D to this RFP, the award of the contract will be made to the most responsive and responsible Offeror that is demonstrated to be the most advantageous to VRT. Award may be made without negotiation or discussion of proposals received; proposals should be submitted initially on the most favorable terms possible. A. Selection of the successful Offeror will be based on information provided in response to the RFP including evaluation of proposals according to VRT specified criteria including cost, consideration of any exceptions taken to VRT proposed contract terms and conditions, and may include qualifications and experience of the Offeror and information provided by any required references for whom work of a similar nature has been done. B. If a single proposal is received in response to this RFP; VRT will be required to perform a detailed cost/price analysis in order to award the contract. A Proposal Evaluation/Negotiation Committee will perform the overall evaluation process C. VRT may, following receipt and evaluation of proposals and any allowed Best and Final Offer procedures, negotiate with any or all of the responsive and responsible Offerors until VRT determines which proposal provides the best value/most advantageous for VRT. In addition to any other negotiation criteria described herein, VRT may negotiate to ensure the submitting Offerors have a clear understanding of the objectives required and requirements that must be met, ensure that the Offerors will make available the required personnel and facilities to satisfactorily perform the contract, or agree to any clarifications regarding scope of work or other contract terms. 10. SPECIAL TERMS AND CONDITIONS OF RFP A. SILENCE OF SPECIFICATION: The apparent silence of this specification and supplemental specifications as to any detail, or the apparent omission from it of a detailed description concerning any point shall be regarded as meaning that only best commercial practice is to be used. Any exception to this specification shall be cause for rejection. VRT reserves the right to verify specification compliance and other information with published sources as deemed necessary. B. TAXES: VRT is exempt from Federal and State taxes and will execute the required exemption certificates. C. SUBCONTRACTING: VRT does not prohibit an Offeror from subcontracting any portion of the work or services under this agreement or to enter into joint ventures provided that the Offeror assumes the following responsibilities: (1) serves as the sole point of contact from Offeror with RFP 2023-04-28, Ticket Vending Machines Page 5 of 55 VRT; (2) assumes full responsibility for the performance of all services or work under the Services Agreement regardless of whether performed by Offeror, its sub-vendors, joint venture partners or other agents; (3) submits information with its proposal documenting the financial standing and business history of each sub-vendor or joint venture partner; and (4) submits copies of all subcontracts and other agreements proposed to document such arrangement. Without limiting the foregoing, any such legal documents submitted under item “(5)” must (a) make VRT a third-party beneficiary thereunder; (b) grant to VRT the right to receive notice of and cure any default by the successful Offeror under the document; and (c) pass through to VRT any and all warranties and indemnities provided or offered by the sub-vendor or similar party. D. OFFEROR will be required to demonstrate their proposed solutions “proof of concept.” The “proof of concept” must be demonstrated to a satisfactory level as determined by VRT whereby all features and functions of the Offeror’s proposed solution is demonstrated prior to contract award. E. PROTEST OF OFFEROR SELECTION OR CONTRACT AWARD: If any participating Offeror objects to such award, said Offeror shall respond in writing to the notice from VRT within seven (7) calendar days of the date of transmittal of the notice, setting forth in such response the express reason or reasons that the award decision of the governing board is in error. Thereafter, staying performance of any procurement until after addressing the contentions raised by the objecting bidder, VRT shall review its decision and determine whether to affirm its prior award, modify the award, or choose to re-bid, setting forth the reason or reasons therefore. After completion of the review process, the political subdivision may proceed as it deems to be in the public interest. Idaho Code § 67-2806 (2)(j). F. VALLEY REGIONAL TRANSIT PREROGATIVE: VRT reserves the right to contract with any single firm or joint venture responding to this RFP (without performing interviews), based solely upon its evaluation and judgment of the firm or joint venture in accordance with the evaluation criteria. This RFP does not commit VRT to negotiate a contract, nor does it obligate VRT to pay for any costs incurred in preparation and submission of bids or proposals or in submission of a contract. VRT reserves and holds at its discretion the following rights and options in addition to any others provided by VRT: (1) to reject any or all of the bids or proposals; (2) to issue subsequent requests for bids or proposals; (3) to elect to cancel the solicitation; (4) to waive minor informalities and irregularities in bids or proposals received; (5) to enter into a contract with any combination of one or more prime vendors, sub-vendors, or service providers; (6) to approve or disapprove the use of proposed sub-vendors and substitute sub-vendors; and (7) to negotiate with any, all, or none of the respondents to the RFP. G. NONDISCRIMINATION: VRT will not discriminate with regard to race, color, creed, national origin, sex, age, or disability in the consideration for award of contract. H. ALTERATION OF PROPOSAL DOCUMENT: Offeror must not alter this document so as to change any portion except as required in order to submit their pricing and their acknowledgement of acceptance of the terms and conditions included herein. Any changes other than those allowed will be grounds for non-acceptance and rejection of your proposal. I. OFFEROR RESPONSE, No Additional Terms and Conditions: VRT will not consider or allow any additional contractual terms, conditions, modifications or other changes to the contract attached hereto as Exhibit E. RFP 2023-04-28, Ticket Vending Machines Page 6 of 55 J. EXECUTION OF CONTRACT: All required bonds and insurance certificates (see Exhibit E below “Services Contract,” Section 18.21.1 and, as applicable, Section 18.21.2) must be received at VRT’s Administrative Office no later than ten (10) calendar days after the date of notification of intent to award by VRT. In the event the apparently successful Offeror does not submit any or all of the aforementioned documents on or before the required deadline, VRT may award the contract to another Offeror; in such event, VRT shall have no liability and said party shall have no remedy of any kind against VRT. K. CONTRACT ADMINISTRATION: Kevin Womack at VRT shall assist in the central administration for this contract: 700 NE 2nd St. Suite 100 Meridian, ID 83642 (208) 258-2737. RFP 2023-04-28, Ticket Vending Machines Page 7 of 55 11. OFFEROR ACKNOWLEDGES RECEIPT OF THE FOLLOWING ADDENDA GENERAL INFORMATION OF OFFEROR Legal Name of Company: The undersigned certifies as follows: 1. That Offeror acknowledges that its authorized representative (he/she) has read the Services Agreement attached hereto as Exhibit E and agrees to the terms of the Agreement on behalf of Offeror. 2. That he/she has read and understands all requirements and specifications of the request for proposal; and 3. That he/she agrees to all requirements, specifications, terms, and conditions of the request for proposal referenced above; and 4. That he/she will furnish the designated item(s) and /or service(s) as proposed in the request for proposal; and 5. That he/she certifies under penalty of perjury that the Offeror is, to the best of his/her knowledge, not in violation of any Idaho tax law; and 6. That his/her company has been certified as the following registered business classifications: DBE ____ Corporation_____ Other, identify: ______________________________ Idaho Resident Bidder? ___Yes ___No Federal Tax I.D. Number: _________________________________ DUNS Number: _________________________________________ Required licenses and numbers: ________________________________________ Firm’s Address: ______________________________________________________________ Firms Contact Person: __________________________ Title: __________________________ ADDENDA DATE 1. 2. 3. 4. RFP 2023-04-28, Ticket Vending Machines Page 8 of 55 Telephone: ___________________________ Email: ________________________________ Project Manager and Title if different from Contact Person: Name: Title_________________________________ Contact Phone: ______________________________Contact e-mail:____________________ Address where correspondence should be sent: Listing sub-vendors or joint venture partners proposed (if applicable), their phone numbers, and areas of responsibility (indicate which firms are DBE’s): _______________________ _______________________ _______________________ Offeror understands and agrees that, by his/her signature, if awarded the contract for the project, he/she is entering into a contract with VRT that incorporates the terms and conditions of the entire Request for Proposals package, including the General Conditions section of the Request for Proposals. Offeror understands that this proposal constitutes a firm offer to VRT that cannot be withdrawn for ninety (90) calendar days from the date of the deadline for receipt of proposals. If awarded the contract, Offeror agrees to deliver to VRT the required insurance certificates and performance bond if applicable within ten (10) calendar days of the notice of award. Company Name: By: Title: RFP 2023-04-28, Ticket Vending Machines Page 9 of 55 12. REQUIRED REFERENCES THIS PAGE MUST BE COMPLETED AND RETURNED AS PART OF YOUR PROPOSAL RESPONSE Responses received without the required references cannot be considered and will be rejected. Offeror is to provide a list of three (3) firms currently using your services and other services similar to those being required herein for VRT. For each reference provide a contact name and contact information sufficient to allow VRT to contact the firm and receive a reference. OFFERORS (Company) Name: REQUIRED REFERENCES 1. Company Name: Address: Contact Name: Contact Phone: Email: 2. Company Name: Address: Contact Name: Contact Phone: Email: 3. Company Name: Address: Contact Name: Contact Phone: Email: RFP 2023-04-28, Ticket Vending Machines Page 10 of 55 13. CERTIFICATIONS & AFFIDAVIT Offeror to complete as indicated below: DEBARMENT AND SUSPENSION CERTIFICATION (LOWER TIER COVERED TRANSACTION) (To be submitted with a bid or Offer exceeding the small purchase threshold for Federal assistance programs, currently $100,000.) The prospective lower tier participant (Offeror) certifies, by submission of this Offer, that neither it nor its “principals” as defined at 49 C.F.R. § 29.105(p) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. If the prospective lower tier participant (Offeror) is unable to certify to the statement above, it shall attach an explanation and indicate that it has done so, by placing an “X” in the following space: ________ THE OFFEROR, , CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF EACH STATEMENT OF ITS CERTIFICATION AND EXPLANATION, IF ANY. IN ADDITION, THE BIDDER OR OFFEROR UNDERSTANDS AND AGREES THAT THE PROVISIONS OF 31 U.S.C. §§ 3801 ET SEQ. APPLY TO THIS CERTIFICATION AND EXPLANATION, IF ANY. Company Name: By: Title: RFP 2023-04-28, Ticket Vending Machines Page 11 of 55 14. CONFLICT OF INTEREST AFFIDAVIT The undersigned, being first duly sworn on oath states on behalf of the Offeror: Conflict of Interest - That the Offeror, by entering into this contact with VRT is to perform or provide work, services or materials to VRT, has thereby covenanted, and by this affidavit does again covenant any such interest, which conflicts in any manner or degree with the services required to be performed under this contract and that it shall not employ any person or agent having any such an interest. In the event that the Offeror, its agents, employees, or representatives, hereafter acquire such a conflict of interest, it shall immediately disclose such interest to VRT and take action immediately to eliminate the conflict or to withdraw from this contract, as VRT may require. Contingent Fees and Gratuities - That the Offeror, by entering into this contract with VRT to perform or provide services or materials for VRT has thereby covenanted, and by this affidavit does again covenant and assure: 1. That no person or selling agency except employees or designated, agents or representatives of the Offeror has been employed or trained to solicit or secure this contract with an agreement or understand that a commission, percentage, brokerage, or contingent fee would be paid; and 2. That no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Offeror or any of its agents, employees or representatives, to any official, member or employee of VRT or other governmental agency with a view toward securing this contract or securing favorable treatment with respect to the awarding or amending, or the making of any determination with respect to the performance of this contract. Company Name: By: Title: RFP 2023-04-28, Ticket Vending Machines Page 12 of 55 15. LOBBYING CERTIFICATION LOBBYING CERTIFICATION (To be submitted with a bid or offer exceeding $100,000) The Offeror certifies, to the best its knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of a Federal department or agency, a Member of the U.S. Congress, an officer or employee of the U.S. Congress, or an employee of a Member of the U.S. Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification thereof. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instruction, as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. THE OFFEROR, , CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF EACH STATEMENT OF ITS CERTIFICATION AND DISCLOSURE, IF ANY. IN ADDITION, THE BIDDER OR OFFEROR UNDERSTANDS AND AGREES THAT THE PROVISIONS OF 31 U.S.C. §§ 3801 ET SEQ. APPLY TO THIS CERTIFICATION AND DISCLOSURE, IF ANY. Company Name: By: Title: RFP 2023-04-28, Ticket Vending Machines Page 13 of 55 16. FTA REQUIREMENTS GENERAL: This Contract is subject to the terms of a financial assistance contract between VRT and the Federal Transit Administration (FTA) of the United States Department of Transportation. A. NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicability to Contracts - Applicable to all contracts. Flow Down - Not required by statute or regulation for either primary vendors or sub-vendors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. Model Clause/Language - While no specific language is required, FTA has developed the following language. No Obligation by the Federal Government – 1. The Purchaser and Offeror acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Offeror, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 2. The Offeror agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the sub-vendor who will be subject to its provisions. B. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (031 U.S.C. 3801 et seq., 49 CFR Part 31 18 U.S.C. 1001, 49 U.S.C. 5307) Applicability to Contracts - These requirements are applicable to all contracts. Flow Down - These requirements flow down to vendors and sub-vendors who make, present, or submit covered claims and statements. Model Clause/Language - These requirements have no specified language, so FTA offers the following language. Program Fraud and False or Fraudulent Statements or Related Acts – 1. The Offeror acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Offeror certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Offeror further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Offeror to the extent the Federal Government deems appropriate. 2. The Offeror also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal RFP 2023-04-28, Ticket Vending Machines Page 14 of 55 assistance originally awarded by FTA under the authority of 49 U.S.C. §§ 5307, the Government reserves the right to impose the penalties of 18 U.S.C. §§ 1001 and 49 U.S.C. §§ 5307(n)(1) on the Offeror, to the extent the Federal Government deems appropriate. 3. The Offeror agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the sub-vendor who will be subject to the provisions. C. ACCESS TO RECORDS AND REPORTS (49 U.S.C 5325, 18 CR 18.36 (i), 49 CFR 633.17) Applicability to Contracts - Reference Chart "Requirements for Access to Records and Reports by Type of Contracts." Flow Down - FTA does not require the inclusion of these requirements in subcontracts. Model Clause/Language - The specified language is not mandated by the statutes or regulations referenced, but the language provided paraphrases the statutory or regulatory language. Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Offeror agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Offeror which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Offeror also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Offeror access to Offeror's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Offeror agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Offeror, access to the Offeror's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Offeror agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Offeror which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. RFP 2023-04-28, Ticket Vending Machines Page 15 of 55 4. Where any Purchaser which is the FTA Recipient or a sub-grantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Offeror shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Offeror agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Offeror agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Offeror agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 7. FTA does not require the inclusion of these requirements in subcontract D. FEDERAL CHANGES (49 CFR Part 18) Federal Changes - Offeror shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement (Form FTA MA (6) dated October, 1999) between Purchaser and FTA , as they may be amended or promulgated from time to time during the term of this contract. Offeror's failure to so comply shall constitute a material breach of this contract E. EQUAL EMPLOYMENT OPPORTUNITY (not applicable to contracts for standard commercial supplies and raw materials): In connection with the execution of this Contract, the Offeror shall not discriminate against any employee or application for employment because of race, color, creed, national origin, sex, age, or disability. The Offeror shall take their employment, without regard to their race, religion, color, sex national origin, etc. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and, selection for training including apprenticeship. Offeror further agrees to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. F. TITLE VI CIVIL RIGHTS ACT OF 1964: (The following requirements apply to the underlying contract) Nondiscrimination – In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. §2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and federal transit law at 49 U.S.C. § 5332, the Offeror agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. RFP 2023-04-28, Ticket Vending Machines Page 16 of 55 In addition, the Offeror agrees to comply with applicable federal implementing regulations and other implementing requirements FTA may issue. Equal Employment Opportunity – The following equal employment opportunity requirements apply to the underlying contract. Race, Color, Creed, National Origin, Sex – In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and federal transit laws at 49 U.S.C. § 5332, the Offeror agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11246 Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note), and with any applicable federal statues, executive orders, regulations, and federal policies that may in the future affect construction activities undertaken in the course of the project. The Offeror agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Offeror agrees to comply with any implementing requirements FTA may issue. Age – In accordance with Section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and federal transit law at 49 U.S.C. § 5332, the Offeror agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Offeror agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Offeror agrees to comply with any implementing requirements FTA may issue. Disability – In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Offeror agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act, “29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Offeror agrees to comply with any implementing requirements FTA may issue. The Offeror also agrees to include these requirements in each subcontract financed in whole or in part with federal assistance provided by FTA, modified only if necessary to identify the affected parties. G. TERMINATION PROVISIONS TERMINATION FOR IMPOSSIBILITY: Termination for Impossibility in the event that funding source fails in any fiscal year to appropriate or otherwise make available sufficient funds, or Termination for Default by diminished service or scheduling; requirement compliance, plan implementation or to perform in a timely manner. TERMINATION FOR BEST INTEREST: VRT may terminate this contract, in whole or in part, at any time by written notice to the Offeror when it is in VRT’s best interest: 1. If the Offeror fails to perform in the manner called for in the contract, or if the Offeror fails to comply with any other provisions of the contract, VRT may terminate this contract for default. Termination shall be effected by serving a notice of termination on the Offeror setting forth the manner in which the Offeror is in default. The Offeror will only be paid the contract price for RFP 2023-04-28, Ticket Vending Machines Page 17 of 55 services performed in accordance with the manner of performance set forth in the contract. 2. If it is later determined by VRT that the Offeror had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Offeror, VRT, after setting up a new delivery of performance schedule, may allow the Offeror to continue work, or treat the termination as a termination for convenience. 3. VRT, in its sole discretion may, in the case of a termination for breach or default, allow the Offeror ten (10) days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions. 4. If Offeror fails to remedy to VRT’s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Offeror of written notice from VRT setting forth the nature of said breach or default, VRT shall have the right to terminate the Contract without any further obligation to Offeror. Any such termination for default shall not in any way operate to preclude VRT from also pursuing all available remedies against Offeror and its sureties for said breach or default. 5. In the event that VRT elects to waive its remedies for any breach by Offeror of any covenant, term or condition of this Contract, such waiver by VRT shall not limit VRT’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 6. If, after termination for failure to fulfill contract obligations, it is determined that the Offeror was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for convenience H. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION: Policy: It is the policy of the U.S. Department of Transportation that Disadvantaged Business Enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR Part 23 applies to this Agreement. DBE Obligation: VRT and the Offeror agree to ensure that Disadvantaged Business Enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts and subcontracts under this Agreement. In this regard, VRT and Offeror shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform Contracts. VRT and Offeror shall not discriminate on the basis of race, creed, color, national origin, age, or sex in the award and performance of DOT-assisted Contracts. I. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS (FTA Circular 4220.1F) Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated April 15, 1996 are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. RFP 2023-04-28, Ticket Vending Machines Page 18 of 55 The Offeror shall not perform any act, fail to perform any act, or refuse to comply with any VRT requests which would cause VRT to be in violation of the FTA terms and conditions. PRIVACY ACT 5 U.S.C. 552 Applicability to Contracts When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. Flow Down The Federal Privacy Act requirements flow down to each third party vendor and their contracts at every tier. Model Clause/Language The text of the following clause has not been mandated by statute or specific regulation, but has been developed by FTA. Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Offeror and its employees that administer any system of records on behalf of the Federal Government under any contract: 1. The Offeror agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Offeror agrees to obtain the express consent of the Federal Government before the Offeror or its employees operate a system of records on behalf of the Federal Government. The Offeror understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 2. The Offeror also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA J. AMERICANS WITH DISABILITIES ACT (ADA) Americans with Disabilities Act (ADA). The Offeror agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC § 12101 et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC § 794; 49 USC § 5301(d); and any implementing requirements FTA may issue. These regulations provide that no handicapped individual, solely by reason of his or her handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity included in or resulting from this Agreement. K. DISPUTES Performance During Dispute – Unless otherwise directed by VRT, Offeror shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages – Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents, or others for whose act he or she is legally liable, a claim for damages therefore shall be made in RFP 2023-04-28, Ticket Vending Machines Page 19 of 55 writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies – Unless this contract provides otherwise, all claims, counterclaims, disputes, and other matters in question between VRT and the Offeror arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction in the State of Idaho. Rights and Remedies – The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. No action or failure to act by VRT or Offeror shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of, or acquiescence in, any breach thereunder, except as may be specifically agreed in writing. Ineligible Offerors - Neither Offeror, nor any officer or controlling interest holder of Offeror, is currently, or has been previously, on any debarred bidder list maintained by the United States government. L. CLEAN AIR AND FEDERAL WATER POLLUTION CONTROL ACTS (applicable only to contracts in excess of $100,000): Offeror shall comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 USC 1857[h]), Section 508 of the Clean Water Act (33 USC 1368), Executive Order 11738, and environmental Protection Agency Regulations (40 CFR, Part 15), which prohibit the use under non-exempt federal contracts, grants, or loans of facilities included on the EPA list of Violating Facilities. Offeror shall report all violations to FTA and to the USEPA Assistant Administrator for Enforcement (EN0329). FTA REQUIREMENTS OFFEROR’S ACKNOWLEDGMENT OF RECEIPT AND AGREEMENT TO FTA REQUIREMENTS: Company Name: By: Title: RFP 2023-04-28, Ticket Vending Machines Page 20 of 55 EXHIBIT A SCOPE OF WORK Background/Purpose Valley Regional Transit (VRT) has been undergoing the process of consolidating and upgrading their fare payment systems and creating more avenues for customers to access valid fare media. VRT seeks to add ticket vending machines (TVMs) to the current suite of fare payment options. TVMs will increase access to valid fare media, increase cash-based purchasing options, reduce boarding times, and allow VRT to integrate paper ticket options and cash options into the Umo Mobility system. Delivery Requirements Happy Day Transit Center located at 5907 Cleveland Blvd., Caldwell, Idaho 83607 Scope of Work VRT is requesting proposals for product and services to provide and install Ticket Vending Machines that provide end-to-end ticket purchasing and integrate with VRT’s current Umo Mobility fare payment system. VRT seeks commercial off-the-shelf (COTS) TVM that maximize the out-of-the-box functionality and minimize development of customizations and complexity for future support and upgrades. The selected vendor shall supply all hardware, software, licenses, and services to fully configure, integrate, and rollout to VRT within the existing environment of bus stops and transit centers. VRT’s Integrated Fares and TVM Goals and Objectives: 1. Fast and easy payment option 2. Equity in payment options and accepts payment in as many forms as possible 3. Expands access to cash options and valid fare media availability 4. Simplify fares to increase adoption and build ridership 5. Integrates into account-based ticketing system (Umo) for consistent fares across system and reduce VRT staff administration time. 6. Simple and straightforward operation so that VRT can troubleshoot customer payment and ticket problems. Schedule 1. VRT plans to implement TVM with an order of 12-16 TVM in FY2023 to install and launch in FY2024/2025 2. Option to order an additional 2-6 TVM annually from FY2024-FY2027 at a fixed price Project Management and Milestones 1. Provide approach to project management and partnership with VRT to ensure successful completion of TVM solution 2. Include approach and milestones for: plan, design, development, software integration, testing, installation, deployment, project close Compliance Terms: The following are requirements for the system. Offerors must indicate in their proposal their systems capability to provide the technical and functional requirements for VRT. RFP 2023-04-28, Ticket Vending Machines Page 21 of 55 1. Minimum TVM Requirements: a. Integrate with existing Umo account-based fare system b. Have a minimum useful life of ten (10) years and remain reliable and efficient throughout the useful life period. c. TVM must accept EMV credit cards, contact EMV, and non-EMV mag stripe credit cards and must conform to General Data Protection Regulations (GDPR) requirements. TVM must also accept cash payments. A larger TVM that accepts cash and card or two smaller machines with one accepting cash and the other card are both acceptable and approach shall be included with proposal. d. Merchant codes and credit card processing capabilities information shall be provided. e. Provide durable paper tickets with the capability to provide single-ride and multi-ride tickets. Provide detailed standards for paper ticket material and capabilities in proposal. f. Include installation, warranty and maintenance services, field support and spare inventory. g. Install and test the TVM using a licensed and bonded electrician at the locations and spaces to be identified by VRT (VRT will provide power). h. Provide VRT ability for complete data analysis in real time such as ticket sales, validation, etc.; Provide specifications for the real-time information the proposed system provides in proposal. i. Comply with the latest version of PCI at the time of implementation and other relevant security standards related to the protection of payment data and Personal Identifiable Information (PII); TVM solution shall be Point-to-Point Encryption (P2PE) compliant for bank card processing; Contractor is responsible for all PCI certification of the implemented system to include providing evidence of the certification. j. Use encoding keys and produce tickets compatible with the other systems that VRT uses for defining, encoding, initiating and validating fare media (described below); Contractor is responsible for coordinating with vendors of these systems to obtain any information and assistance needed, and for all costs associated therewith: k. Umo Mobility On-Board Validators on vehicles must be able to read tickets produced by the TVM solution. l. Umo Mobility Handheld Validators must be able to read tickets produced by the TVM solution. m. Be vandal resistant and easy to clean with typical cleaning products; quality of materials used will not degrade over the life because of environmental conditions. n. Comply with FTA Americans with Disabilities (ADA) regulations located in 49 CFR part 37- Transportation Services for People with Disabilities and US Access Board 2010 Standards for Accessible Design specifications located in Section 707- Automatic Teller Machines and Fare Machines; be ADA accessible (sound, visual, etc.) and comply with US Access Board requirements for information transaction machines and readily accessible and useable to persons with a range of disabilities including visual, hearing and physical. o. TVM shall include options to access an Ethernet network and cellular networks for communications and processing. p. TVM hall be able to function in an offline mode, not connected to the hosted back end. q. TVM shall include cash bill stacker for US banknotes and coin cash box, that can be removed securely. r. TVM shall issue change in the form of coins/bills or change card and approach shall be included with proposal. TVM’s shall be able to be installed in a 24" x 24" space with electrical source beneath or behind the TVM. The TVM shall not exceed sixty (60) inches in height. The top of the TVM shall slope at least five (5) degrees downward and to the rear of the TVM to prevent any accumulation of rain/snow. s. TVM shall be designed to operate in both unsheltered and sheltered locations. RFP 2023-04-28, Ticket Vending Machines Page 22 of 55 t. Provides health monitoring system with ability to set email notifications to VRT for all equipment based on events. u. TVM shall be mounted flush to the ground, and sealed if needed to prevent water intrusion. v. Any TVM or equipment with high voltage internal components shall be UL or CE certified (e.g. AC/DC converters, breakers, UPS, etc.). w. Capable of powering TVM through solar/battery, as well as a priced option to connect into direct power source when available. Solar capable for 24 hours without recharge. 2. TVM Transactions Requirements: a. Escrowed coins and bills are deposited into the coin vault upon completion of a transaction. b. Ticket issuance in less than 10 seconds; specify TVM average processing time in proposal. c. Ticket not dispensed until fare payment transaction is completed. d. At customer request, solution shall provide a receipt that contains date, time, and transaction ID number, TVM location, TVM number, and last four digits of credit/debit card, and any other information required to comply with the Electronic Fund Transfer Act, latest revision. e. Includes a time-out function that is configurable by VRT to limit the time between successive steps after initiating a transaction. f. Prints configurable information on the ticket issued, e.g., ticket type, date, time, station, TVM number, transaction number & message. g. Issues a transaction failed receipt / ticket that includes unique identifier stored in database for quick lookup. h. Messaging to customer providing ticket activation notification that is configurable by ticket. i. Includes a cancel button for canceling the ticket selection prior to customer finalizing the purchase. j. Provided ticket stock may be pre‐cut (stacked), roll or fan‐fold. Plain paper ticket stock will be only used for vouchers, receipts and audit reports. All other printing of passes/tickets shall use appropriate agency‐approved stock. k. Ability to purchase multiple tickets in one transaction. 3. TVM User Interface Requirements: a. Configurable display screen functions and features: 1) Touchscreen 2) Easily readable with high contrast colors with ADA compliant large fonts under all lighting conditions including direct sunlight, from an angle up to 15 degrees in any direction and without need for additional light. 3) Shatterproof, anti-glare, anti-reflective, and scratch-resistant. 4) Functional when wet with precipitation, and does not suffer from "fogging" due to condensation. 5) Minimum life of 135,000 hours without fading or other degradation. 6) Capable of displaying both text and graphics. 7) Shows ticket type, quantity, and the remaining amount due, continuously updated until the transaction is complete. 8) Indicates current time (synchronized with the TVM processor and updated every minute) even when idle. 9) Display all payment types accepted. 10) Unit shall illuminate the TVM screen when ambient light conditions are low, PV interface can control the screen brightness. RFP 2023-04-28, Ticket Vending Machines Page 23 of 55 b. Responsive messaging (visual and audio) for all user interactions throughout the ticket- purchasing process; TVM must have physical button (customer initiated) to produce natural language text-to-speech audio for contents of screen with adjustable volume to allow visually impaired customers to perform any transaction by following interactive voice instructions; providing displayed messages and supplemental messages as needed. c. Instructional graphics to clearly indicate each step a customer must follow to choose and purchase ticket(s). d. Braille labeling for all user interface controls; Braille labeling shall be on bolted (or alternative) stainless steel plate (replaceable for updates) and vandal resistant. e. During applicable special operating conditions, the following messages are present on the TVM display screen in easily configurable text by VRT through the administrator user interface: 1) Exact Fare Only 2) No Bills Accepted 3) No Coins Accepted 4) No Credit/ Debit Cards Accepted; configurable based on payment methods accepted 5) Receipt not available 6) Time-out transaction cancellation warning 7) Out of service f. Lighting fixture to illuminate the entire front side of the TVM. 4. TVM Currency Management Requirements: a. Currency validator shall have the following capabilities: 1) Accepts and authenticates all US bills and coins in any combination as configured. 2) Accepts any new bills or coins issued by the US Treasury for the 10-year life of the TVM. 3) Rejects counterfeit and foreign currency. 4) Returns rejected bills and holds until forcibly retrieved. b. Bill and coin vaults must be separated and shall require a unique revenue key for access. c. Coin slot designed to minimize the possible entry of foreign objects including liquids and dirt. d. Mechanical currency slot shutter, visible to the patron, closed between transactions, remains closed until an amount due displays, and opens once a transaction has been selected and amount due displays; shutter shall close when one of the following occurs: 1) Fare amount due has been inserted into the TVM 2) Cancel is selected or the transaction is automatically canceled 3) Coin vault is full or jammed 4) TVM switches to an out-of-service condition e. Has a single vertically oriented coin slot for permitting coins to pass without restriction directly into the coin acceptor assembly by the force of gravity. f. Coin acceptor designed to detect counterfeit US coins; and coins detected as invalid, such as tokens, slugs, washers, counterfeit coins, foreign coins and damaged coins divert directly to the coin return tray. g. Currency shall be verified, counted, and held in escrow until transaction is completed; deposited currency returned if a transaction is cancelled or aborted. h. If the configured or physical capacity is exceeded, deposited currency is returned, and the transaction cancelled. i. Solution senses and records jams anywhere within the total currency path, automatically clears jams, and generates alerts for any jam that is not cleared immediately. RFP 2023-04-28, Ticket Vending Machines Page 24 of 55 j. Accepts at least 95 percent of "street condition" bills on the first attempt, and at least 97 percent combined first and second attempts; street condition denotes currency not torn, creased, crumbled, folded, or worn beyond normal wear and tear of bills in circulation. 5. TVM Fare Media Minimum Requirements: a. Printing specifications for all media used or produces must be included in the proposal. b. Has reasonable storage capacity of media so that ticket stocking is not required at an unreasonable level, e.g., no more than every 15 days. c. Has ability to print VRT customizable graphics and text on ticket full face and/or backside. 6. TVM Desired (Optional) Features: a. Capable of reloading new Umo Mobility smartcards through TVM and capable of reloading smartcards for returning customers. b. Ability to dispense new smartcards. c. Capable to add additional languages on the display screen and audio functions d. Provide description of the coin changing feature including maintenance costs, risks and if change is recycled or loaded e. Provide a solar power option for individual TVM to operate off grid. f. Provide an interactive tool for training and customer support of TVM solution that can be easily updated when changes are made to customer interface by contractor or non- technical VRT staff. g. TVM purchased through contract term are to be the same make and model as originally deployed or can be seamlessly integrated into the installed environment. 7. Backend Minimum Requirements: a. Includes user friendly scripting tools for modifying TVM screens to allow VRT the ability to easily configure at a minimum: 1) Presentation of customer information within transaction 2) Ability to easily develop, and modify process flows 3) Define and configure tickets b. Digitally records and stores human speech or computer natural human text-to-speech audio on the TVM configurable by VRT through administrator user interface. c. At a minimum, ability to remotely perform, schedule and deploy the following: 1) Define and update tickets and fare types 2) Add customer notifications 3) Add special events or promotional tickets 4) Modify currency types accepted 5) Modify customer interface display 6) Implement software updates 7) Enable or disable ticket dispensing 8) Reboot 9) Power on and power off d. Allow for addition of TVM with no major changes to configurations or software costs. e. Record all equipment events, including changes in status and display in user report. f. Securely account for and track all revenues and ticket sales. g. Provides robust centralized configuration and software deployment/management. 8. Management and Reporting Minimum Requirements: RFP 2023-04-28, Ticket Vending Machines Page 25 of 55 a. Include out-of-the-box reports that cover typical management, oversight and tracking functions, as well as user-developed customizable, custom and ad-hoc reports for publishing or user-only access. b. Include out-of-the-box dashboard feature customizable for key performance data that supports organization-wide analysis and integrated decision-making. c. Provide user access to reports and downloads via the web without installation of client software. d. Support export of query and report results in Microsoft Word, Excel, and PDF formats. Specify all formats available for export. 9. Equipment Maintenance Minimum Requirements: a. Designed so that field maintenance and repairs can be accomplished by a single technician under regular circumstances. b. Generate error logs and reports that will facilitate predictive maintenance; rapid and accurate root cause analysis for efficient resolution; logs shall be available remotely, through the backend, and exportable to PDF, CSV and Excel. At a minimum, error logs shall contain error number, date, time, severity code, error description, unique TVM identifier, location. c. Front-door access to the TVM interior for servicing with login credentials and physical keys as appropriate to maintain security for revenue and maintenance staff. d. Maintenance personnel access shall be restricted from the TVM money containers. e. Predictive and preventative maintenance plan and automated notifications via email for the TVM solution; remote monitoring shall include "condition-based monitoring" of equipment such as internal temperature, amp draw, and other parameters that can be used to determine when maintenance is needed; notifications shall be configurable so that various alerts can be sent to specific individuals. f. VRT revenue servicing personnel will have access to the TVM for the following: 1) Replace the coin vault, bill vault, and supplemental change storage units 2) Replenish ticket or receipt stock 3) Require access to remove each of the money containers 10. Warranty and Support a. A comprehensive inspection, return merchandise authorization, repair and maintenance plan and processes to include recommended spare parts inventory, 24x7x365 phone, email and incident management response, including all time necessary for the support of software, TVM equipment for all stations, and test units including: 1) Repair Services (beyond RMA) 2) Software Updates 3) Test Use Cases 4) Test Environment 5) Documentation 6) On-Site and Field Support as required b. Parts must be readily available with minimal lead times; Outline the parts availability and maximum lead times to receive in proposal. Detail if VRT required space will be required for storage of equipment, spare parts, replacement units, repairs/maintenance required offsite. c. Contractor shall replace any part that becomes obsolete during the life with one that functions at an equivalent level and maintains parts availability and maximum lead time guarantee. d. Provide Service Level Agreement (SLA) to include incident priority, escalation process, hourly rates for additional services (e.g., future training). RFP 2023-04-28, Ticket Vending Machines Page 26 of 55 e. Provide plan for training, spares, RMA, software support, preventative maintenance, and field support. Include what will be provided by Offeror, VRT, and/or third-party vendor. 11. Build America Buy America Requirements a. The Build America Buy America Act and regulations apply to projects that involve the purchase of more than $150,000 of iron, steel, manufactured products, construction materials or rolling stock to be used in an FTA assisted projects. FTA cautions that the Build America Buy America regulations are complex. Additional information can be found on The Federal Transit Administration’s Build America Buy America website. Schedule / Milestones – Milestone 1 Contract executed Milestone 2 Approval of schedule, approach, milestones, and deliverables Milestone 3 Capital ordered Milestone 4 Integration with Umo Mobility Milestone 5 Capital received Milestone 6 Installation of TVMs Milestone 7 Custom configurations with Umo Account-Based system Milestone 8 30-day operational test Milestone 9 Training Milestone 10 Launch Milestone 10 On-going support Requirements / Deliverables – • Pricing Schedule • Scope of Services and Compliance Matrix • Umo Mobility Integration plan and timeline • Implementation timeline and project management plan (including training plan) • References Hours of Work: 1. All repairs shall be performed during Normal Business Hours. Contractor shall use their best efforts to conduct maintenance and repairs in a manner that minimizes disruption to the VRT’s business. All work shall be performed during Normal Business Hours unless authorized by VRT. 2. Contractor shall have a 24-hour 7 day answering service with a toll-free telephone number that can immediately dispatch service personnel within a reasonable response time. Response time means that the Contractor will reply back to the VRT or VRT’s project manager within thirty (30) minutes or less, with an anticipated arrival time for repair not to exceed one (1) hour on emergency situation and not more than two (2) hours on non-emergency situations. 3. “Normal Business Hours” shall mean 6:00 a.m. to 6:00 p.m., Monday through Friday, with the exception of holidays. The following holidays are days VRT will be closed. New Year’s Day (Observed) Memorial Day July 4th (Observed) Labor Day RFP 2023-04-28, Ticket Vending Machines Page 27 of 55 Thanksgiving Day Christmas Day (Observed) 4. Outside of the Normal Business Hours, VRT shall call Contractor through its normal business telephone numbers. Contractor shall provide a reliable means of communication between Contractor’s local office and the lead service technician. RFP 2023-04-28, Ticket Vending Machines Page 28 of 55 EXHIBIT B SUBMITTAL REQUIREMENTS In submitting responses, Offerors are to be aware that VRT strongly considers the completeness of the submittal to be the most important. Clear and effective presentations are preferred. The cover letter shall clearly contain the RFP title and the respondent’s name. Submitted electronic RFP response must include the following information: A. Coversheet of this RFP, See Page # 1, above, with Offeror’s name at bottom of summary page. B. Cover Letter addressed to Procurement Administrator, should serve as both an introduction of the Offeror and an overview of the proposal. Introduction should: i. Identify the project manager. ii. Provide contact information (physical address, telephone number, and email) and a statement confirming the commitment of key personnel identified in the submittal to meet VRT’s quality and schedule expectations. iii. No information shall be included in the cover letter. iv. Include a statement to the effect that the proposal shall remain valid for a period of not less than ninety (90) days from the due date for proposal. C. Written Responses should include information below. Attach additional sheets in order to respond. Each response is to be appropriately headed with the corresponding item number. See written response format on page 1. i. Project Manager: Identify the Project Manager who will be responsible for the execution of work and ensuring adequate personnel and other resources are made available and who is responsible for quality and timeliness of the Offeror’s performance. ii. Key Personnel: Identify key personnel for this project and each person’s role and duties, their experience and qualifications as it pertains to providing these services. iii. Firm Qualifications and Relevant Experience: Discuss the firm’s qualifications, experience, and history in working on projects or providing services similar to those that are the subject of this RFP. Please address the firm’s project management systems including reporting, billing, and quality assurance (QA) quality control (QC) processes. D. Sub-contractors or Joint Venture Partners: As applicable, list all key sub-contractors or joint venture partners that may be directly involved in this project. I. Identify the role of the sub-contractor or joint venture partner. II. Include the qualifications and relevant experience as described in items III-C above. References and resumes are not required for sub-contractors or joint venture partners. E. Project Manager. Provide a resume summarizing qualifications and experience of the project manager and a brief resume of the key staff that will be directly involved in the project. Include a brief description of the role of individuals in the referenced projects. RFP 2023-04-28, Ticket Vending Machines Page 29 of 55 F. Acknowledgment of Addenda and Certification: Complete Section 11 with official signature(s) and date(s). G. Compliance Matrix for listed compliance terms in Scope of work H. Price Proposal: Complete Offeror’s Price Proposal as described in Exhibit C to this RFP and submit as a separate attachment to Offeror’s email submittal. Any annual price increase must be noted in Offeror’s Price Proposal. I. References: Complete Section 12 with references for three directly applicable projects with current contact information. Include references for sub-consultants, if applicable. J. Debarment and Suspension Certification: Complete Section 13 with official signature(s) and date(s) if applicable. K. Conflict of Interest Affidavit: Complete Section 14 with official signature(s) and date(s). L. Lobbying Certificate: Complete Section 15 with official signature(s) and date(s) if applicable. M. FTA Requirements. Complete Section 16 with official signature(s) and date(s). English Language. Offers submitted in response to this solicitation shall be in the English language. RFP 2023-04-28, Ticket Vending Machines Page 30 of 55 EXHIBIT C PRICE PROPOSAL Offeror’s Price Proposal shall contain the information listed below as an Exhibit to Offeror’s proposal. Offeror’s Price Proposal Exhibit shall be a separate .pdf file included electronically and transmitted as a separate attachment in the email with Offeror’s proposal. Offeror’s Price Proposal Exhibit shall be signed by Offeror’s authorized representative. Any annual price increase must be noted in Offeror’s Price Proposal. Price should be fully burdened to include all necessary elements such as but not limited to labor, materials, travel expenses, overhead and fee/profit needed to perform all of the services described under this solicitation. In addition, Offeror shall submit a detailed itemization of costs at the component and services level, that reasonably justifies lump sum costs provided. the level of detail shall include enough information to identify the costs of each feature associated with the services. In addition, spare parts necessary to ensure the operations of the TVM Solution must be identified by manufacturer, part number, description, quantity and costs. In addition, fixed costs for VRT options for additional units for up to 5-years with service and installation for new TVMs added to the system annually. The total cost of the Project is expected to be $__________________. Please include: • Machines (per unit): • Installation (per unit): • Integration with Umo Mobility: • Software licensing: • Ongoing operations and maintenance: • Other: TVM Base System and Options Price Proposal Item Description QTY Entire Amount 1 One (1) Data Collection and Reporting system, Installed, tested, accepted UMO Compatible 1 EA 2 One (1) TVM, installed, tested, accepted 1 LS* 3 One (1) spare TVM for Maintenance Testing and Training Workstation 1 LS RFP 2023-04-28, Ticket Vending Machines Page 31 of 55 4 Two (2) spare bill vaults 1 LS 5 Two (2) spare coin vaults 1 LS 6 Training and manuals 1 LS 7 System Operations and Maintenance: invoiced per year, for five (5)- year duration from completion of successful 30-day operations test 1 YR 5 YR 7a Debit/Credit handling fees 1 YR 5 YR 7b Revenue Service fees 1 YR 5 YR 7c All other operation and maintenance expense (including travel) 1 YR 5 YR include 7a-c as one unit price under item 7 8 Tools and Test Equipment 1 LS 9 One-Time non- recurring engineering fee 1 LS 10 Umo Integration 11 Software licensing 12 Project management 13 Any other costs or fees * Lump Sum Total Base System Price $ Proposal shall remain valid for a period of not less than ninety (90) days from the due date for proposal Signed: Date: RFP 2023-04-28, Ticket Vending Machines Page 32 of 55 EXHIBIT D EVALUATION CRITERIA PROPOSAL EVALUATION REQUIREMENTS The offering of each proposal will be evaluated and scored based on the Evaluation Criteria Scoring shown in the following table: EVALUATION CRITERIA - SCORING Evaluation Category Max Points Qualifications and Experience of Firm (including references) 20 points Suitability of the Proposed Solution to Fulfill VRT’s Functional and Technical Requirements 30 points Project Team and Management Plan 15 points Warranty and Service Agreement 15 points Price Proposal 20 points Total Points: 100 Points The Offeror should organize its submittal so that the qualifications are clearly illustrated in each of the categories, using the Submittal Requirements listed below for each of the Evaluation Criteria. EVALUATION CRITERIA DESCRIPTIONS 1. Qualifications and Experience of Firm (including references) • Qualifications of offeror with transit ticket vending machine implementations of similar scope and scale. • Successful delivery of similar projects in the last three (3) years. • Feedback from customer references regarding the Offeror’s solution, hardware, software, installation, training, and ongoing customer/technical support. • Offeror’s footprint and experience implementing TVM solutions for the public transportation industry. • Offeror’s existing capabilities and geographic footprint, as an indication of its ability to effectively support installation and ongoing maintenance for an implementation in the Boise, Idaho region. 2. Suitability of the Proposed Solution to Fulfill VRT’s Functional and Technical Requirements • Understanding of overall project and VRT’s intended purpose. • Ability of the solution to simplify and enhance the VRT customer fare payment experience, including ease of use, accessibility, support for multiple payment options, and intuitive operation. • Suitability of proposed hardware for operations in a transit environment, including customer experience, accessibility, ruggedization, security, etc. • Functionality and ease of use of back-office software for revenue management, RFP 2023-04-28, Ticket Vending Machines Page 33 of 55 operations, maintenance, and configuration. • Features that provide for physical and IT security/integrity of collected revenue, transaction data, payment data, and client personal/financial data. • System modularity and ease of implementing future upgrades/parts replacements. • Installation and utility requirements, and suitability/cost/impact for installation within VRT’s facilities and operating environment. • Lifecycle considerations for ease of operations and maintenance, including parts replacement, tools, technical training, efficiency, etc. • Ability to integrate with VRT’s enterprise fare collection system. • Value-add optional features or upgrades available to VRT, including vendor proposed product/solution roadmap over the next five years. • Requirements and reasonableness of any required third-party licensing and maintenance/support agreements and requirements and provisions as part of the vendor’s proposed solution. • Completeness and consistency with proposal of Compliance Matrix, considering the impact of non-compliant and conditionally compliant responses on the overall suitability of the solution for VRT’s purposes. 3. Project Team and Management Plan • Qualifications of Project Manager and key staff, including experience in implementing TVM projects of a similar scope and nature. • Strength of technical skills and capabilities of key staff. • Optional reference checks for proposed project manager and key staff. • Logical and comprehensive organization structure. • Commitment to on-site presence of project engineer and/or support engineer. • Suitability of functional organization of the proposed project team for this type of project. • Reasonableness and suitability of the proposed project timeline and management plan. • Discussion of potential project risks and proposed mitigations, including but not limited to supply chain, fabrication, or delivery delays and personnel shortages. • Impact of the project plan on VRT resource commitments and required skillsets. • Method for tracking and resolution of technical issues, testing exceptions, action items, responsibilities, etc. • Clear approach to system design, fabrication, delivery, installation, testing, and approval. • Clear approach to training and delivery of systems documentation to VRT. 4. Warranty and Service Agreement • Terms and conditions of proposed service and warranty agreement, including warranty coverage and duration. • Suitability of approach and timeframe for delivery/repair of spare parts. • Suitability of Service Level Agreements (SLAs) for technical support. • Reasonable of hourly costs for additional training or technical support. • Quality and responsiveness of post-implementation warranty and O&M services (as noted by references or past customers). RFP 2023-04-28, Ticket Vending Machines Page 34 of 55 5. Price Proposal • Based on price scoring formula as described below. • Price score will consider the Base Price for equipment, systems, and services, excluding any Priced Options or value added services. EVALUATION PROCESS SINGLE PROPOSAL RESPONSE: In the event a single responsive proposal is received, a cost analysis will be performed to determine reasonableness of the offer. At its sole discretion, VRT may elect to award a contract with the single Offeror, conduct oral interviews and/or a system demonstration, enter contract negotiations, or cancel the procurement. TECHNICAL EVALUATION: The first phase of the evaluation procedure will determine the offerors technically qualified to perform the work, excluding price proposals. Only those proposals determined by VRT to be technically qualified will be considered for award. PRICE SCORING: Following the technical evaluation, VRT will develop a price score for each vendor based on the following scoring formula: Base Price Score = Lowest Proposed Base Price X 20 Points Offeror’s Base Price The Base Price used in the price scoring process is based on the Price Form included in the RFP and excludes any Priced Options. The Proponent’s technical and price scores will be combined to develop a total score. VRT reserves the right to develop a shortlist of highest-ranked Offeror(s) to carry forward in the evaluation and selection process. Price Proposal Sheet – See Exhibit C. SHORT LIST: VRT reserves the right to shortlist the Offerors on the stated criteria. However, VRT may determine that shortlisting is not necessary. ORAL PRESENTATION: Offerors may be asked to make an oral presentation and demonstration of their product(s) during the proposal evaluation process. Such presentations will be conducted at VRT facilities in Meridian, ID. Offerors are responsible for all travel expenses incurred. VRT reserves the right to award a contract without oral presentations. Any information and experience gained by the evaluation committee through the oral presentations, including interaction with Offeror personnel, will be used to update and finalize scoring against the relevant technical criteria. ON-SITE SYSTEM DEMONSTRATION PERIOD: Offerors may be asked to provide a 30-day on- site demonstration period of their proposed system consisting of a full-function ticket vending machine and a communications interface with the Offeror’s central TVM management software. The purpose of this system demonstration is to familiarize the evaluation committee and other VRT operations, maintenance, and customer service staff with the suitability, functionality, construction, quality, reliability, operations, maintenance, and customer experience of the proposed solution. RFP 2023-04-28, Ticket Vending Machines Page 35 of 55 The demonstration system shall be configured as closely as possible to the system as proposed for VRT, in accordance with detailed instructions provided by the agency. The demonstration would be conducted at a VRT facility (to be determined) in the Boise, ID region. Requirements for power, securement, IT, etc. will be coordinated with the participating Offeror(s). Offerors are responsible for shipping, set-up, break-down, and other costs associated with the on- site demonstration. Demonstration equipment would be placed at a secure, weather-protected location within VRT’s facilities during the demonstration period. Set-up and removal of equipment and systems would be provided by the Offeror at the beginning and end of the demonstration period. Offerors will provide an overview of the system and its operation to VRT staff at the beginning of the demonstration period. The start of the product demonstration will be coordinated with oral presentations if conducted. Any information and experience gained by the evaluation committee through the system demonstration period, including interaction with Offeror personnel, will be used to update and finalize scoring against the relevant technical criteria. ADDITIONAL INVESTIGATION: The VRT reserves the right to make such additional investigations as it deems necessary to establish the competence and financial stability of any Offeror submitting a proposal. BEST AND FINAL OFFER (BAFO): VRT shall determine whether acceptance of the most favorable initial proposal(s) is appropriate, or whether to request a written Best and Final Offer (BAFO). VRT may request pricing and/or technical clarification of the Offeror’s offer during the BAFO process. VRT also reserves the right to make minor related changes to the RFP during the BAFO negotiations. All shortlisted Offerors shall be notified in writing with instructions on preparing the BAFO response. Following an independent and final evaluation utilizing the evaluation criteria, the evaluation committee will make a recommendation for award. Scores from the first phase of the evaluation have no bearing on the final, BAFO evaluation, and the recommendation for award will be based solely on the scores from the BAFO evaluation. Price scores will be recalculated based on updated pricing information provided in the BAFO response. CONTRACT AWARD: The successful Offeror will be the offer which, in the sole opinion of VRT, is the most suitable, responsive, and qualified Offeror that best meets the stipulations and requirements set forth in this RFP. All Offerors responding to this solicitation will be notified when VRT has determined the successful Offeror. If VRT and the successful Offeror are unable to negotiate an acceptable contract within a reasonable amount of time, VRT will terminate negotiations and reserves the right to either a.) proceed to negotiations with the next highest ranked Offeror, or b.) cancel the procurement. The evaluation committee will make a recommendation for contract award to the VRT Board of Directors. Contract award is subject to the approval of the VRT Board of Directors and at its sole discretion. . RFP 2023-04-28, Ticket Vending Machines Page 36 of 55 EXHIBIT E SAMPLE SERVICE AGREEMENT THIS SERVICE AGREEMENT (“Agreement”) is made effective this (Month, Day,Year) (“Effective Date”) by and between Valley Regional Transit (hereinafter referred to as “VRT”) and (Vendor) (hereinafter referred to as “Vendor”). WITNESSETH: WHEREAS, the project contemplated by this Agreement is of mutual interest and benefit to Vendor and to VRT. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree to the following: ARTICLE 1 - SCOPE OF WORK 1.1 Vendor agrees to perform the tasks outlined in Scope of work, Exhibit A to the Request for Proposal ________________ (attached herein). The work or services shall be performed under the direction and review of VRT Executive Director or designated person(s). 1.2 Vendor’s project manager shall be (Name of project manager), who is responsible for carrying out the provisions of this agreement and coordinating with sub-vendors, where appropriate. 1.3 Any substantive changes, supplements and/or additions to the Request for Proposal shall be covered by the provisions of Article 12 – Agreement Modification. ARTICLE 2 - DURATION 2.1 This Agreement shall continue as follows: Start Date, Month, Day, Year: End date Month, Day, Year ): By mutual agreement, the parties may extend the term of this Agreement for up to _____ additional terms of (1) year each. ARTICLE 3 – PERFORMANCE OF THE SERVICES 1.1 Vendor will perform the work services required under this Agreement in a good and workman-like manner consistent with the applicable standard of performance and care in Vendor’s industry. The work or services shall be performed in a timely manner, according to the schedule established by VRT. 1.2 Vendor warrants and guarantees that the work or services performed under this Agreement will meet or exceed the minimum specification requirements set forth the RFP or this Agreement. If VRT finds that the services provided do not conform to these specifications or subsequently falls out of compliance during the term of the Agreement, the Vendor will be required, at their expense, to make all corrections necessary to bring the items, services and/or equipment into compliance. 1.3 During the term of this Agreement, representatives of Vendor will meet with representatives of VRT at times and places mutually agreed upon to discuss the progress and results, as well as ongoing plans, or changes therein, of Project to be performed hereunder. 1.4 FORCE MAJEURE: Except as otherwise provided herein, neither Vendor nor VRT shall be liable to the other for any delay or failure of performance of any provisions herein, nor shall any such RFP 2023-04-28, Ticket Vending Machines Page 37 of 55 delay or failure or performance constitute default hereunder, to the extent that such delay or failure is caused by force majeure. The term “force majeure,” as used herein shall mean without limitation: acts of God, such as pandemic; lightning; earthquake; fire; hurricanes; tornadoes; floods; washouts; droughts, or other severe weather disturbances; explosions; arrests; restraint of government and people; and other such events or any other cause which could not be reasonably foreseen in the exercise of ordinary care, and which is beyond the reasonable control of the party affected and said party is unable to prevent. ARTICLE 4 - COSTS, BILLINGS, AND OTHER SUPPORT 4.1 It is agreed to and understood by the parties hereto that, subject to any modifications to this Agreement, Vendor will invoice VRT according to the Vendor’s Price Proposal attached as Exhibit B in this agreement. Further, the cost principals of 2 C.F.R. Part 200, Subpart E shall apply to the calculation and determination of allowable costs to be paid to Vendor or reimbursed to Vendor. The awarded vendor will be paid in US Dollars and can expect payment within 45 days after receipt of invoice. 4.2 Invoicing: All invoices, with supporting documentation need to be mailed to: VRT, Attn: Accounts Payable, 700 NE 2nd Street, Suite 100, Meridian, ID 83642, or email to: generalaccounting@valleyregionaltransit.org. All Invoices are processed bi-weekly. ARTICLE 5 - INDEPENDENT VENDOR 5.1 In the performance of all services hereunder: 5.1.1 Vendor shall be deemed to be and shall act as an independent Vendor and shall assume and pay all liabilities and perform all obligations imposed with respect to the performance of this Agreement. VRT is not responsible for withholding, and shall not withhold FICA or other employment taxes of any kind from any payments which it owes Vendor. VRT shall issue Vendor a 1099 rather than a W-2 form. Vendor is not entitled to receive any benefit which employees of VRT are entitled to receive, if any, and Vendor shall not be entitled to workers’ compensation, unemployment compensation, medical insurance life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of Vendor’s work for VRT. Vendor shall maintain Vendor’s own occupational licenses in any and all cities and counties, as may be required by applicable law. Vendor shall furnish VRT with current certificates and proofs of payment that Vendor has coverage for workers’ compensation insurance, general liability insurance, motor vehicle insurance and such other insurance as VRT may require of Vendor from time to time. 5.1.2 This Agreement does not create an employer-employee relationship between VRT and Vendor, and this Agreement is not a contract for future employment or future engagement. 5.1.3 Neither party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter. Neither shall be bound by the acts or conduct of the other. ARTICLE 6 - INDEMNIFICATION 6.1 Vendor shall indemnify, defend, and hold harmless VRT, its members, directors, officers, employees, and agents, from and against any and all claims, damages, liabilities, suites, administrative proceedings, and expenses, including attorney fees and costs, resulting from: (1) the performance of services under this Agreement by Vendor or any agent, employee, or sub-vendor of RFP 2023-04-28, Ticket Vending Machines Page 38 of 55 Vendor; (2) Vendor’s breach of this Agreement; or (3) any errors or omissions of Vendor or any agent, employee, or sub-vendor of Vendor. 6.2 If either party files an action to enforce this Agreement, or which arises out of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney fees and costs of suit including attorney’s fees and costs of litigation, arbitration, and including appeals. ARTICLE 7 - PROPRIETARY INFORMATION 7.1 Vendor agrees it will keep confidential and not use any material or information furnished by VRT for any purpose whatsoever other than as herein specified without prior written consent of VRT. ARTICLE 8 - DISCLOSURE 8.1 Vendor shall not disclose information concerning work under this Agreement to any third party, unless such disclosure is necessary for the performance of the Agreement effort. No news release, public announcement, denial or confirmation of any part of the subject matter of this Agreement or any phase of any program hereunder shall be made without prior written consent of VRT. The restrictions of this paragraph shall continue in effect until completion or termination of this Agreement for such period of time as may be mutually agreed upon in writing by the parties. In the absence of a written established period, no disclosure is authorized. Failure to comply with the provisions of this paragraph may be cause for termination of this Agreement. This provision applies to periods during and after the Agreement Period. ARTICLE 9 - GOVERNING LAW 9.1 This Agreement shall be governed and construed in accordance with the federal law, the laws of the state of Idaho, and any applicable local ordinances of governmental entities located within the VRT service area. The parties agree that the counties of either Ada or Canyon, State of Idaho, are the proper venue for any action arising out of this Agreement. ARTICLE 10 – ASSIGNMENT/PIGGYBACKING 10.1 Except as provided in Section 10.2 below, this Agreement shall not be assigned by either party without the prior written consent of the parties hereto. 10.2 In accordance with FTA Circular 4220.1F, Appendix D, VRT’s rights and obligations under this Agreement, may be assigned, in whole or in part, to other FTA recipients and Vendor shall remain obligated to perform under the terms of this Agreement for that other FTA recipient. ARTICLE 11 - TERM 11.1 This Agreement shall become effective upon the date first herein above written and shall continue in effect for the full duration of the Agreement Period unless sooner terminated in accordance with the provisions of this Agreement. The parties hereto may, however, extend the term of this Agreement for additional periods as desired upon mutually agreeable terms and conditions, which the parties reduce to writing and sign. ARTICLE 12 - AGREEMENT MODIFICATION 12.1 Any agreement to change the terms of this Agreement in any way shall be valid only if the change is made in writing and approved by mutual agreement of authorized representatives of the parties hereto. Any written amendment modifying this Agreement shall address cost increase or decrease and time of completion increase with reference to the final completion date and the date the final report is due. RFP 2023-04-28, Ticket Vending Machines Page 39 of 55 ARTICLE 13 - DEFAULT 13.1 VRT may, by written notice of default to Vendor, terminate the whole or any part of this Agreement in any one of the following circumstances: (a) if Vendor fails to perform the services within the time specified herein or any extension thereof; or (b) if Vendor fails to perform any of the other provisions of this Agreement in accordance with its terms, and in either of these two circumstances does not cure such default or commence curing the same within a period of ten days (or such longer period as VRT may authorize in writing) after receipt of notice from VRT specifying such failure. 13.2 Vendor shall continue performance of this Agreement to the extent not terminated. VRT shall have no obligations to Vendor with respect to the terminated part of this Agreement except as herein provided. In case of Vendor’s default, VRT’ rights as set forth herein shall be in addition to VRT’ other rights although not set forth in this Agreement. 13.3 Vendor shall not be liable for damages resulting from default due to causes beyond Vendor’s control and without Vendor’s fault or negligence. ARTICLE 14 - NON-WAIVER OF RIGHTS 14.1 The failure of VRT to insist upon strict performance of any of the terms and conditions in this Agreement, or to exercise any rights or remedies, shall not be construed as a waiver of its right to assert any of the same or to rely on any such terms or conditions at any time thereafter. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other parts hereof. ARTICLE 15 - TERMINATION 15.1 VRT may terminate this Agreement without cause, in whole or in part, for VRT’s convenience or because of the failure of Vendor to fulfill its obligations under this Agreement. If VRT terminates this Agreement, VRT shall deliver to Vendor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, Vendor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to VRT’s Executive Director all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this Agreement, whether completed or in process. If the termination is for the convenience of VRT, VRT may make an equitable adjustment in the payment for the services provided but shall not allow anticipated profit on unperformed services. If the termination is for failure of Vendor to fulfill this Agreement obligations, as set forth below, VRT may complete the work by contact or otherwise and Vendor shall be liable for any additional cost incurred by VRT. If, after termination for failure to fulfill contract obligations, it is determined that Vendor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of VRT. 15.2 If Vendor fails to perform in the manner called for in this Agreement, or if Vendor fails to comply with any other provisions of this Agreement, VRT may terminate this Agreement for default. Termination shall be effected by serving a notice of termination on Vendor setting forth the manner in which Vendor is in default. Vendor will only be paid for services performed in accordance with the manner of performance set forth in this Agreement, less any offsets for amounts owed to VRT. If it is later determined by VRT that Vendor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of Vendor, VRT, after setting up a new performance schedule, may allow Vendor to continue work, or treat the termination as a termination for convenience. 15.3 VRT in its sole discretion may, in the case of a termination for breach or default, allow Vendor ten (10) calendar days in which to cure the defect. In such case, the notice of termination will RFP 2023-04...