PIERCE TRANSIT
REQUEST FOR PROPOSALS FOR NETWORK ENGINEER SERVICES SPECIFICATION NO. PT-45-14 Released August 27, 2014
Questions Due September 9, 2014 Proposals Due at Pierce Transit Not Later Than: 4:00 p.m., September 24, 2014
Proposals to be submitted to: Naomi Vincent, Purchasing Coordinator
If mailed:
If delivered:
Pierce Transit 3701 96th Street SW PO Box 99070 Lakewood, WA 98496-0070
Pierce Transit 1st Floor Receptionist 3701 96th Street SW Lakewood, WA 98499-4431
TABLE OF CONTENTS REQUEST FOR PROPOSAL ADVERTISEMENT ........................................................................ 3 Section I.
GENERAL INFORMATION AND INSTRUCTIONS TO PROPOSERS 1. Introduction ................................................................................................................................ 4 2. Interpretation and Inquiries of RFP Documents Prior to Proposal............................................. 4 3. Proposal Submittals ................................................................................................................... 4 4. Proposer’s Acknowledgement ................................................................................................... 5 5. Confidentiality of Proposals ...................................................................................................... 5 6. Protest and/or Appeal................................................................................................................. 6 7. Additional Language .................................................................................................................. 6 8. Single Proposer Responsibility .................................................................................................. 6
Section II
SCOPE OF SERVICES 1. Introduction ................................................................................................................................ 7 2. Required Qualifications ........................................................................................................... 10
Section III.
PROPOSAL EVALUATION AND AWARD OF CONTRACT 1. Proposal Content Requirements ............................................................................................... 11 2. Evaluation of Proposals ........................................................................................................... 11 3. Postponement ........................................................................................................................... 14 4. Modification of Proposals ........................................................................................................ 14 5. Rejection of Proposals ............................................................................................................. 14 6. Award of Contract ................................................................................................................... 14
Section IV.
GENERAL TERMS AND CONDITIONS 1. Equal Employment Opportunity .............................................................................................. 15 2. Terms and Conditions .............................................................................................................. 15 3. Term of Contract ...................................................................................................................... 15 4. Insurance .................................................................................................................................. 15 5. Termination of Contract ........................................................................................................... 16 6. Defense and Indemnification Agreement................................................................................. 17 7. Dispute Resolution ................................................................................................................... 18 8. Subcontractors .......................................................................................................................... 18 9. Ethics........................................................................................................................................ 18 10. Audit ........................................................................................................................................ 19
Section V
REQUIRED FORMS ...................................................................................................................... 20
Section VI
ATTACHMENT A, SAMPLE CONTRACT ................................................................................. 32
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PIERCE TRANSIT REQUEST FOR PROPOSAL NETWORK ENGINEER SERVICES SPECIFICATION NO. PT-45-14
PIERCE TRANSIT is a municipal corporation with administrative offices located at 3701 96th Street SW, Lakewood, Washington 98499-4431. Proposals are being solicited from qualified firms to provide Network Engineer Services. Copies of the Request for Proposals may be obtained by contacting Pierce Transit, 3701 96th Street SW, Lakewood, Washington 98499-4431. Specifications may also be requested on the purchasing page of our web site at www.piercetransit.org. Proposals will be accepted by Pierce Transit until 4:00 p.m. September 24, 2014, and must be addressed to Naomi Vincent, Purchasing Coordinator, Pierce Transit, 3701 96th Street SW, Lakewood, Washington 98499-4431; or P.O. Box 99070, Lakewood, Washington 98496-0070.
PIERCE TRANSIT Naomi Vincent Purchasing Coordinator ADVERTISED:
Tacoma Daily Index Daily Journal of Commerce OMWBE Transit Talent
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SECTION I – General Information and Instructions to Proposers Specification No. PT-45-14
SECTION I. GENERAL INFORMATION AND INSTRUCTIONS TO PROPOSERS 1. INTRODUCTION Pierce Transit is seeking proposals from qualified firms to provide Network Engineer Services. Proposals will be accepted by Pierce Transit’s Procurement Department until September 24, 2014, no later than 4:00 p.m. 2. INTERPRETATION AND INQUIRIES OF RFP DOCUMENTS PRIOR TO PROPOSAL If any person contemplating submitting a proposal is in doubt as to the true meaning of any provision or part of the Specifications or other Contract Documents, or finds discrepancies in, or omissions from such documents, may submit to Pierce Transit a written request for an interpretation or correction thereof. The person submitting the request will be responsible for its prompt delivery. Any interpretation or correction of the Contract Documents will be made only by addendum and will be delivered to each person receiving a set of such documents. Pierce Transit will not be responsible for any other explanation or interpretation of the Contract Documents. All inquiries regarding the contents and requirements of this RFP should be in writing and directed to: Naomi Vincent, Purchasing Coordinator, by fax (253.581.8075), email (
[email protected]), hand delivered, or mailed. Communications with Pierce Transit employees other than the employee listed above will not be permitted and may cause disqualification of the firm involved. All questions, comments, concerns or requests for clarifications regarding the contents and requirements of the RFP documents shall be submitted to and received by Pierce Transit no later than 4:00 p.m. on September 9, 2014. Requests shall be in writing by fax, email, or mail. Responses will not be given to inquiries received after this date and time. All responses will be provided to all plan holders in the form of an Addendum to the RFP. 3. PROPOSAL SUBMITTALS Proposer shall submit One (1) original and Four (4) copies of the Proposals. Proposals shall be either mailed or delivered to Pierce Transit’s Administrative Office no later than 4:00 p.m. on September 24, 2014. The Proposals shall be submitted in sealed envelope(s), clearly marked as to content, with the proposer’s name, along with “Proposal: PT-45-14” and addressed to: Naomi Vincent, Purchasing Coordinator If mailed: Pierce Transit PO Box 99070 Lakewood, WA 98496-0070
If delivered: Pierce Transit 1st Floor Receptionist 3701 96th Street SW Lakewood, WA 98499-4431
All documents contained within the proposal packet must be completed, signed and returned to Pierce Transit by the designated date and time and shall include: Section V titled “Required Forms”.
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SECTION I – General Information and Instructions to Proposers Specification No. PT-45-14 Any submittal received after the noted date and time will be deemed non-responsive and rejected. Except for unforeseen circumstances that could warrant a change in the deadline by Pierce Transit for all respondents, requests for extensions of the closing time and date will not be granted. Proposals received after the time and date specified will not be considered and any proposal received after the scheduled closing time shall be returned to the proposer unopened. IF PROPOSALS ARE SENT BY MAIL OR ANY OTHER MEANS, THE RESPONSIBILITY FOR THEIR ON TIME DELIVERY TO PIERCE TRANSIT IS WHOLLY UPON THE PROPOSER. 4. PROPOSER’S ACKNOWLEDGMENT By submitting a proposal, each proposer will be deemed to have certified to Pierce Transit that the proposer has fully investigated and become completely familiar with the Contract Document requirements, operating conditions throughout Pierce Transit's service area and applicable local, state and federal laws and regulations relating to the procurement and revenue service operation of the paratransit vehicles. Pierce Transit will not consider claims for additional compensation based upon the proposer's lack of knowledge of such documents, statutes, regulations, resolutions or conditions. Occasions may arise that requires clarification of Contract Documents. Proposer shall rely only on written addenda provided by the Purchasing Division of Pierce Transit in submitting or revising proposals. In no event should a prospective proposer submit a proposal based upon an oral interpretation of the Contract Documents by any Pierce Transit staff or by any other firm or individual not associated with Pierce Transit. 5. CONFIDENTIALITY OF PROPOSALS Confidentiality of proposals is considered by Pierce Transit as an essential element of maintaining fairness during the evaluation process. However, confidentiality cannot be guaranteed under the State Public Records Act, Chapter 42.56 RCW. If a Public Records Act request is made for review or disclosure of all or portions of proposals which have been marked or identified as confidential, proprietary or business secrets, Pierce Transit will notify the affected proposer five (5) calendar days prior to releasing such records. The proposer may take such legal action as it deems necessary to protect its interests at its own expense. Other than providing five (5) calendar days’ notice as discussed herein, Pierce Transit has no further obligation to and will not take any additional steps to avoid or prevent disclosure of such records. If the proposer has not obtained court order to prevent disclosure and provided such order to Pierce Transit prior to Pierce Transit’s deadline to disclose records under the Public Records Act, Pierce Transit may make such portions available for review and copying by the public as Pierce Transit deems necessary to comply with state law. If proposer takes action to prevent disclosure of records by Pierce Transit under the Public Records Act, and any claim is made against Pierce Transit as a result, the proposer will defend and indemnify and/or reimburse Pierce Transit for all reasonable costs and fees directly associated with administrative; expert; legal costs and fees (including the reasonable fee for the services of in-house counsel); and any settlement, judgment, or assessment(s) under RCW 42.56.550 which arises as a result of proposer’s prevention of disclosure of such information. By submitting a proposal with portions marked “confidential”, “proprietary”, “business secrets”, or the like, the proposer has thereby agreed to the provisions of this section, including all defense and reimbursement obligations. 5
SECTION I – General Information and Instructions to Proposers Specification No. PT-45-14 6. PROTEST AND/OR APPEAL Any actual or prospective bidder, including subcontractors and suppliers showing a substantial economic interest in the bid, that is allegedly aggrieved in connection with the solicitation or award of this Contract may protest to Pierce Transit in accordance with the procedures set forth herein. Protests based on the specifications or other terms in this Request for Proposals which are apparent prior to the date established for submission of proposals, shall be submitted to and received by Pierce Transit's Procurement Manager no later than seven (7) calendar days prior to said date. Protests based on other circumstances shall be submitted to and received by Pierce Transit’s Procurement Manager within seven (7) calendar days after the protesting party knows or should have known of the facts and circumstances upon which the protest is based; provided, however, that in no event shall a protest be considered in the event all proposals are rejected. Full compliance with the procedures for filing and documenting protest shall be a condition precedent to filing any further protest with the Federal Transit Administration (FTA) or to filing litigation. For the complete Protest and/or Appeal procedures, contact the Purchasing Department at Pierce Transit. 7. ADDITIONAL LANGUAGE Pierce Transit reserves the right to introduce additional terms and conditions at the time the final contract is negotiated. Any additional terms or conditions would be limited to ones having the effect of clarifying the RFP language and or correcting defects, such as omissions or misstatements, which are discovered after the RFP is issued. 8. SINGLE PROPOSER RESPONSIBILITY Single proposer responsibility is required under the RFP. Each proposer responding to this RFP must bid all professional services, special services, equipment, materials and supplies specified under the terms of this RFP and, if awarded the contract, must be the sole contracting party with Pierce Transit, responsible for all aspects of the contract.
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SECTION II – Scope of Service Specification No. PT-45-14 SECTION II SCOPE OF SERVICE 1. INTRODUCTION Pierce Transit is seeking proposals for Network Engineering Support Services for its Windows network. Interested parties are invited to submit proposals to supply the part-time services of a qualified Network Engineer according to these specifications. Pierce Transit prefers that the same Network Engineer will provide services for the duration of the project, but also desires that the contractor have sufficient backup resources to assign a qualified replacement Network Engineer during those periods where the usual Network Engineer is unavailable. Contract will be for three years with two optional one-year periods. Network Engineers assigned to support Pierce Transit shall be qualified by reason of both education and experience to provide expert technical support for the design, configuration, setup, modification, problem resolution, and tuning of Pierce Transit network equipment and software. Network Engineers should have developed professional contacts who can be contacted to help debug or provide expert advice regarding difficult or unfamiliar problems. The Network Engineer shall provide second-level technical support services. That is, the Network Engineer will ordinarily be available by telephone and email to respond to support calls from Pierce Transit technicians who provide direct support to end users and perform routine system maintenance tasks. Pierce Transit will provide controlled remote access to its network, including use of Terminal Server to facilitate the delivery of requested technical support. The Network Engineer will assist in the diagnosis of complex or difficult problems and either suggest solutions for implementation by Pierce Transit technicians or directly perform remedial actions either on site or through remote access. The network engineer shall respond promptly to service requests delivered via telephone or email from authorized Pierce Transit technicians. The Network Engineer will respond to service requests for assistance in resolving technical issues within one hour to acknowledge the call and obtain diagnostic information. Useful assistance will be delivered within four hours or according to mutually agreed reasonable schedule considering Pierce Transits priority designation and the complexity of the problem to be solved. Technical projects that do not require immediate action will be scheduled in advance to ensure economical service consistent with project priority and complexity. The network engineer will record and maintain records that identify the date and time each service call was initiated, who initiated the call, the subject of the call, the problem diagnosis, and resolution if applicable, and the time expended responding to the call. Service times charged to Pierce Transit shall be recorded in units of one-tenth of an hour. These records must be attached to invoice. Invoices must be itemized to comply with Department of Revenue requirements Part 1 Activities (Taxable): Software Routine installation Licenses Maintenance contracts (the purchase of) 7
SECTION II – Scope of Service Specification No. PT-45-14
Upgrades and updates
Part 2 Activities (Non-Taxable): Customization Training Phone support Network system support The Network Engineer will be expected to communicate with and instruct internal Pierce Transit technical staff so that they understand the diagnoses and solutions recommended or implemented by the Network Engineer. Pierce Transit will evaluate the success and quality of the Network Engineers services based in part on the degree to which internal support technicians develop expertise enabling them to independently respond to recurring issues. Work varies by month and what is going on. Some months nothing, other months averaging 5-10 hours or more, some months having planned system upgrades requiring more time. Pierce Transit maintains support contracts for Cisco and Microsoft Products.
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SECTION II – Scope of Service Specification No. PT-45-14
CURRENT SYSTEM CONFIGURATION CAD/AVL Network Commerce
TDS
CAD FW
Internet
Client Switches Remote Site Rtr Core Switch Stack
Internet Router PT FW
Server Switch Stack
Security Network
Servers
VIX FW
VIX Network
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SECTION II – Scope of Service Specification No. PT-45-14
2. REQUIRED QUALIFICATIONS Candidates must possess the following qualifications:
Computer Science Degree from an accredited university. Degrees in other quantitative disciplines or computer related AA programs may be considered if adequately supplemented by highly relevant successful experience. Excellent interpersonal communication skills with end-users, functional managers, and other computer technical professionals. Remote Access and Virtual Private Network Configuration and Administration. Cisco CCIE Cisco Firewall Configuration and Administration. Cisco Router and Switch programming. Cisco ACS with radius and ISE. Microsoft Remote Installation Services Configuration and Administration. Microsoft Terminal Server Configuration and Administration. Performance monitoring and tuning. Disaster Recovery infrastructure planning. Wireless with Cisco ACS/ISE integration. Wireless Certification. Experience with Orbital AVL Systems. Experience with multiple network integration and security. Knowledge of Motorola P25 and Astro 7x Radio Communication Network (must have done more than one install) HP Accredited integration Specialist for HP OpenView Network Services Management. Experience with Solar Winds monitoring tools. Windows 2008 and 2012 Active Directory. Microsoft Operations Manager Microsoft Configuration Manager Microsoft Lync 2013 Microsoft Exchange 2013 Proof of license to do business in the State of Washington.
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SECTION III – Proposal Evaluation and Award of Contract Specification No. PT-45-14
SECTION III PROPOSAL EVALUATION AND AWARD OF CONTRACT 1. PROPOSAL CONTENT REQUIREMENTS In the interest of an equitable and expedient review process, every proposer shall to the extent possible use the same form and order of Proposal. The format shall be eight and one-half inch by eleven inch (8 ½” x 11") size pages. If foldout sheets are used, please identify. A. Cover letter identifying the person to contact during this RFP process. Include, name, phone number and email address. B. Brief overview of company including history, qualifications, key personnel and their role in the performance of this contract, and subcontractor information, if applicable. A resume shall be provided for each proposed Network Engineer, showing education and training, technical credentials earned (including registration numbers), and specific examples of qualifying experience during previous employment or assignments. C. Completed Price Proposal Forms included in these documents. D. Detailed description of the services to be provided for the pricing indicated, such as frequency of preventive maintenance, response time, standard hours of availability, explanation of what constitutes emergency hours, types of repairs covered or not covered. E. Describe other services available that are not specifically called for in this document. F. Experience in providing total maintenance and monitoring of networks similar in scope and complexity to Pierce transit’s. G. References; include a minimum of three (3) references for whom the proposer has performed similar services and whom Pierce Transit may contact for references regarding the proposers past work and ability to meet project timelines. Provide the name of the client company/organization. Contact name and title of the individual responsible for monitoring the contract, include phone number and address. The functions performed. The term of the contract and the types of service performed. H. Copy of common maintenance agreement. I. Completed attached Required Forms (Section V) 2. EVALUATION OF PROPOSALS Proposals will be evaluated by Pierce Transit to determine which proposal, if any, should be accepted in the best interest of Pierce Transit. Pierce Transit at its sole discretion reserves the right to accept or reject proposals submitted and to waive any informalities and minor irregularities and to request additional information required to fully evaluate a proposal.
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SECTION III – Proposal Evaluation and Award of Contract Specification No. PT-45-14 This RFP includes the evaluation criteria. The numerical weights will not be disclosed, but the criteria are listed by order of importance. The evaluation criteria can only be modified in the form of an amendment by Pierce Transit. If only a single proposal is received or if it otherwise is not possible to perform a price analysis, Pierce Transit will conduct a cost analysis. In that event Proposers shall be required to make available to Pierce Transit detailed cost data to permit a cost analysis. The budget price for this procurement will not be disclosed. A. Opening of Proposals Proposals will not be publicly opened and will be kept strictly confidential. B. Evaluation Committee An Evaluation Committee organized by Pierce Transit Staff will evaluate each proposal for content and conformity to the Scope of Services requested. C. Evaluation Criteria The criteria to be used in the evaluation, listed by order of importance, are as follows: 1. Proposer’s qualifications; includes but is not limited to experience of the firm and its employees, current and past contracts, qualifications of subcontractors, if any. 2. Scope of Service; includes but is not limited to items covered such as labor, standard business hours versus emergency hours, preventive maintenance, expectations from Pierce Transit, exclusions, response time. 3. Demonstrated proven customer satisfaction and ability to perform contract; includes but is not limited to references (including contact person and telephone number), site visits, service records, maintenance response, and technical support. 4. Price; includes but is not limited to pricing for maintaining the various components of the systems. D. Selection Process Proposals will be evaluated by Pierce Transit to determine which proposal, if any should be accepted in the best interest of Pierce Transit. Pierce Transit at its sole discretion reserves the right to accept or reject proposals submitted and to waive informational and minor irregularities and to request additional information required to fully evaluate a proposal. Proposals will not be publicly opened and will be kept strictly confidential during this process. Proposals will become public record once a contract has been awarded. All aspects of the evaluations and any negotiations, including documentation, correspondence and meetings, will be kept confidential by the Evaluation Committee. No information regarding any proposal or its evaluation will be discussed with other firms. An evaluation team shall review the proposals, discuss, assess and rank the proposals according to the evaluation criteria. These rankings will be used to determine if there is a single proposal that 12
SECTION III – Proposal Evaluation and Award of Contract Specification No. PT-45-14 clearly is the most advantageous offer and is in the best interest of Pierce Transit. If so, Pierce Transit may proceed with an award to that proposer. It is pointed out that nothing in these procedures shall be interpreted to require Pierce Transit to award a contract to the lowest cost proposer. As described above, if a single most advantageous proposal is not so readily determined, then the Evaluation Committee will use the rankings to determine which proposals fall within a competitive range. Proposers falling within the competitive range may be invited to participate in an interview. Each may be invited for an interview with the Evaluation Committee to discuss all aspects of the proposal and answer specific questions. These questions may be provided in advance in writing and/or be oral. The purpose of each meeting will be to clarify and assure understanding of the requirements of the contract, improve the technical aspects of the offer in an effort to better meet specifications and/or reduce the price, question any cost data provided and any such discussion relevant only to each proposal separately that may improve the proposal both technically and economically in the interest of Pierce Transit. No information cost or otherwise will be provided to any proposer about any other proposal. The meeting discussions will provide guidance to the proposer on how it may adjust its proposal to better fulfill the needs and requirements of Pierce Transit. Proposers will not be given any indication of a price they must meet to gain further consideration. Proposers will not be told of their rankings among other proposers. After proposals are received, information regarding the number and identity to the proposers who are in the competitive range and who are participating in the interviews will not be made available to any of the proposers, the public or anyone else who is not required to know. Following the interviews, no information will be discussed with the competitors or anyone outside the Evaluation Committee. After all interviews have been completed, Pierce Transit may ask for Best and Final Offers (BAFO). In this event, each of the proposers in the competitive range will be afforded the opportunity to amend their Proposals and submit their Best and Final Offers. The latter will then be evaluated and the ranking adjusted as needed. The proposer having the highest score will be recommended to the Pierce Transit Board of Commissioners. All proposals shall remain valid for ninety (90) days after submittal due date or after due date of Best and Final Offers, if any. E. Responsibility Pierce Transit will consider all the material submitted by the proposer, and other evidence it may obtain otherwise, to determine whether the proposer is capable of and has a history of successfully completing contracts of this type: 1. That it is skilled and regularly engaged in the general class or type of work called for under the contract.
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SECTION III – Proposal Evaluation and Award of Contract Specification No. PT-45-14 2. That it has the requisite experience, education, training, and ability; sufficient capital; and sufficient personnel to enable it to prosecute the work properly and successfully and to complete it within the time stated in the proposal. 3. That it has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and at comparable rates of progress. 3. POSTPONEMENT Pierce Transit reserves the right to postpone proposal submittal for its own convenience and to cancel the RFP. 4. MODIFICATION OF PROPOSALS A modification of a proposal already received will be considered only if the modification is received prior to the time and date established for submittal of proposals. All modifications shall be made in writing, executed and submitted in the same form and manner as the original proposal. 5. REJECTION OF PROPOSALS Pierce Transit reserves the right to reject any or all proposals and to determine which proposal is in the judgment of Pierce Transit in the best interest of Pierce Transit. Pierce Transit also reserves the right to waive any informalities in any proposal. Pierce Transit reserves the right to reject any proposal which omits a price on any one (1) or more items on which prices are required; any proposal which omits unit prices if unit prices are required; any proposal in which unit prices are unbalanced in the opinion of Pierce Transit; any proposal accompanied by insufficient or irregular guarantees or certificates; and any proposal which is incomplete, obscure, irregular or lacking necessary detail and specificity. By submitting a proposal the proposer shall thereby be deemed to have accepted without reservation or amendment the whole of the RFP. Proposals that contain conditions different from those in the RFP or those which vary from or take exception to Technical Specifications may be rejected. 6. AWARD OF CONTRACT Within ninety (90) days after the deadline for submittal of the proposals or Best and Final Offers, if any, Pierce Transit will act either to award a contract or to reject all proposals. The acceptance of a proposal will be evidenced by a notice of award of contract in writing, delivered in person or by mail, to the proposer whose proposal is in the best interest of Pierce Transit. No other act of Pierce Transit shall constitute acceptance of a proposal.
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SECTION IV – General Terms and Conditions Specification No. PT-45-14
SECTION IV GENERAL TERMS AND CONDITIONS 1. EQUAL EMPLOYMENT OPPORTUNITY Pierce Transit is an equal opportunity employer, and all contractors on Pierce Transit projects are required to follow a policy of affirmative action to ensure that applicants are employed and employees are treated in a manner in full compliance with the requirements of Executive Order 11246. 2. TERMS AND CONDITIONS All terms and conditions of this Request for Proposal form shall apply to contracts resulting from this Request for Proposals. 3. TERM OF CONTRACT The term of the contract shall be for a period of Three (3) years. This agreement may be extended for Two (2) additional one-year periods upon the consent of both parties hereto. 4. INSURANCE A. The Contractor shall procure and maintain for the duration of this agreement liability insurance against claims for injuries to persons or damage to property that may arise from or in connection with the Contractor’s own work including the work of the Contractor’s agents, representatives, employees, Sub-Contractors or Sub-Contractors’ employees. B. Pierce Transit shall be named as an additional insured on the Contractor’s liability insurance policies, and before beginning work, contractor shall provide Certificates of Insurance listing Pierce Transit as an additional insured on policies providing the types and minimum limits of coverage as follows: 1. Business auto coverage for any auto no less than $1,000,000 per accident limit. 2. Commercial general liability insurance no less than $1,000,000 per occurrence with a $2,000,000 aggregate coverage shall include, but is not limited to, contractual liability, products and completed operations, property damage, and employer’s liability. 3. Professional liability insurance with no less than $1,000,000 per occurrence or claims made basis. Pierce Transit reserves the right to receive a certified and complete copy of all of the Contractor’s current insurance policies with all endorsements upon fifteen (15) days’ notice. C. The Contractor is responsible for the payment of any deductible or self-insured retention that is required by any of the Contractor’s insurance carriers. If Pierce Transit is required to contribute to the deductible under any of the Contractor's insurance policies, the Contractor shall reimburse Pierce Transit the full amount of the deductible. D. It is the intent of this contract for the Contractor’s insurance to be considered primary in the event of a loss, damage of suit. Pierce Transit’s own insurance will be considered excess coverage in 15
SECTION IV – General Terms and Conditions Specification No. PT-45-14 respect to Pierce Transit. Additionally, the Contractor’s commercial general liability policy must provide cross-liability coverage as would be achieved under a standard Insurance Services Organization (ISO) separation of insureds clause. E. The Contractor shall request from his insurer a modification of the ACORD certificate to include language that notification will be given to Pierce Transit for any cancellation, suspension or material change in the Contractor’s coverage. 5. TERMINATION OF CONTRACT A. Termination for Convenience: Pierce Transit for its convenience may terminate this contract, in whole or in part, at any time by written notice to the Contractor. After receipt of a Notice of Termination, and except as directed by the Pierce Transit, the Contractor shall immediately stop work as directed in the Notice, and comply with all other requirements in the Notice. The Contractor shall be paid its costs, including necessary and reasonable contract close-out costs and profit on that portion of the work satisfactorily performed up to the date of termination as specified in the Notice. The Contractor shall promptly submit its request for the termination payment, together with detailed supporting documentation. If the Contractor has any property in its possession belonging to Pierce Transit, the Contractor will account for the same and dispose of it in the manner Pierce Transit directs. All termination payment requests are subject to cost/price analysis to determine reasonableness and compliance with the contract, the contract termination agreement, applicable laws and regulations. B. Termination for Default: In addition to termination for convenience, if the Contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services and the Contractor fails to perform in the manner called for in the contract, or if the contractor fails to comply with any other material provisions of the contract, Pierce Transit may terminate this contract, in whole or in part, for default. Termination shall be effected by serving a Notice of Termination on the Contractor, setting forth the manner in which the Contractor is in default and the effective date of termination. The Contractor will only be paid the contract price for goods delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract less any damages to Pierce Transit caused by such default. All termination payment requests are subject to cost/price analysis to determine reasonableness and compliance with the contract, the contract termination agreement, applicable laws and regulations. If the Contractor has any property in its possession belonging to Pierce Transit, the Contractor will account for the same and dispose of it in the manner Pierce Transit directs. If the contract is terminated, the rights, duties and obligations of the parties, including compensation to the Contractor, shall be determined in accordance with Part 49 of the Federal Acquisition Regulation in effect on the date of this contract. The termination of this contract shall in no way relieve the Contractor from any of its obligations under this contract nor limit the rights and remedies of Pierce Transit hereunder in any manner.
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SECTION IV – General Terms and Conditions Specification No. PT-45-14 If it is later determined by Pierce Transit that the Contract had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of are beyond the control of the Contractor, Pierce Transit, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. Pierce Transit in its sole discretion may, in the case of a termination for breach or default, allow the contractor fourteen (14) calendar 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. If Contractor fails to remedy to Pierce Transit’s satisfaction the breach or default or any of the terms, covenants, or conditions of the Contract within fourteen (14) calendar days after receipt by Contractor of written notice from Pierce Transit setting forth the nature of said breach or default, Pierce Transit shall have the right to terminate the Contract with a written 30-day cancellation notice without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude Pierce Transit from also pursuing all available remedies against Contractor and its sureties for said breach of default. In the event that Pierce Transit elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by Pierce Transit shall not limit Pierce Transit’s remedies for any succeeding breach of that or of any other term, covenant or condition of the contract. 6. DEFENSE AND INDEMNIFICATION AGREEMENT: To the extent permitted by law the Contractor shall specifically and expressly defend, indemnify, and hold harmless, Pierce Transit, its officers, agents and employees at its own expense from and against any and all suits, claims, actions, losses, costs, penalties, and damages of whatsoever kind in nature, including reasonable attorneys' fees and claims by the employees of the Contractor, arising out of and in connection with performance of this contract as a result of Contractor’s own acts or omissions. Contractor agrees that Pierce Transit is entitled to select and appoint its own counsel for defense of any suit, claim or action subject to the defense and indemnity provisions herein. If such suits, claims, actions, losses, costs, penalties, and damages are caused by or result from the concurrent negligence of the Contractor and Pierce Transit, then this defense and indemnity provision shall be valid and enforceable only to the extent of the Contractor's negligence. In instances of alleged concurrent negligence, Contractor shall provide a defense to Pierce Transit pending the final determination of Contractor and Pierce Transit’s proportionate share of negligence, if any. Further, Contractor shall not be required to hold Pierce Transit harmless or defend Pierce Transit, its officers, agents, and employees from any and all suits, claims, actions, losses, costs, penalties, and damages arising from the sole negligence of Pierce Transit, its officers, agents, and employees. This indemnification obligation shall include, but is not limited to, all claims brought against Pierce Transit by an employee or former employee of the Contractor. The indemnification provided herein shall apply to and require each party to defend, indemnify and hold harmless the other party for claims brought by an employee of one party against the other party if said claims are alleged to have arisen from the alleged negligent actions or omissions of the employee’s employer, and in such case, the Contractor and Pierce Transit, with respect to each other only, waive and will not assert against each other, any immunity under the Washington State Industrial Insurance Act (RCW Title 51). This waiver is limited to actions by and between the 17
SECTION IV – General Terms and Conditions Specification No. PT-45-14 Contractor and Pierce Transit only and does not extend to the employees of either party. The Contractor and Pierce Transit expressly do not waive their immunity against claims brought by their own employees. 7. DISPUTE RESOLUTION: Any controversy or Claim arising out of or related to the Contract, or the breach thereof, shall be subject to the dispute resolution procedures in this Subparagraph. Prior to the initiation of any action or proceeding to resolve disputes between Pierce Transit and Contractor, the parties shall make a good faith effort to resolve any such disputes by negotiation between representatives with decision-making power, who shall not have substantive involvement in the matters involved in the dispute, unless the parties otherwise agree. Failing resolution, the parties shall attempt to resolve the dispute through a mediation conducted by a person(s) or organization experienced in mediation or alternative dispute resolution initiated within thirty (30) days from the date of the request unless extended by agreement of both parties. The positions expressed and mediator's recommendations, if any, shall not be admissible as evidence in any subsequent proceeding. In the event of any action, suit, or proceeding under this Agreement, the substantially prevailing party shall be entitled to recover reasonable attorney and accountant fees and travel expenses, in addition to the costs of the action, suit, or proceeding. At all times during the course of any unresolved dispute between the parties, the Contractor shall supervise, direct and perform the Work in a diligent and professional manner and without delay as provided under the terms of the Contract. The good faith completion of negotiation efforts and mediation pursuant to this Article shall be a prerequisite to the filing of any litigation. Venue for any such litigation between the parties arising out of this Contract or related to the Project shall be exclusively in Pierce County Superior Court in Tacoma, Washington. 8. SUBCONTRACTORS: Subcontractors, if any, who will perform work under this contract shall be the firms designated in the contract, if any. No other subcontractors shall perform the services required under this Agreement without the express written permission of Pierce Transit. The Contractor is expected to audit and review all invoicing and billing by subcontractors and will ensure that all personnel and billing rates are applied in strict conformance of the contract. 9. ETHICS: a.
b. c.
The Contractor warrants that it has not employed nor retained any company, firm or person, other than a bona fide employee working solely for it, to solicit or secure this agreement, and that it has not paid or agreed to pay any company, firm or person, other than a bona fide employee working solely for it, any fee, commission, percentage, brokerage fee, gifts or any other consideration, contingent upon or resulting from the award or making of this agreement. For breach or violation of this warranty, Pierce Transit shall have the right to annul this agreement without liability. No member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising there from. No member, officer, or employee of Pierce Transit or of a local public body during his tenure shall have any interest, direct or indirect, in this Agreement or its proceeds.
18
SECTION IV – General Terms and Conditions Specification No. PT-45-14 d.
Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, disability, age, marital status, political affiliation, national origin, and/or any protected classifications under state or federal laws.
10. AUDIT: Contractor shall permit the authorized representatives of Pierce Transit, the U.S. Department of Transportation, the Controller General of the United States, and/or the Washington State Auditors’s Office to inspect and audit all data and records of Contractor relating to his performance under this Agreement.
19
SECTION V –Required Forms Specification No. PT-45-14
SECTION V REQUIRED FORMS
20
SECTION V –Required Forms Specification No. PT-45-14 NETWORK ENGINEER SERVICES SPECIFICATIONS NO. PT-45-14 PROPOSAL PRICING FORM Services – YEAR 1
Days of Week/Time of Day
CISCO CCIE On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours SENIOR ENGINEER On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours JUNIOR ENGINEER On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours
21
*Cost Per Hour
SECTION V –Required Forms Specification No. PT-45-14 TRAVEL COSTS (For non-local contractor)
TOTAL COST
Approx. transportation costs Per Diem costs Services – YEAR 2
*Cost Per Hour
CISCO CCIE On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours SENIOR ENGINEER On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours JUNIOR ENGINEER On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours
22
SECTION V –Required Forms Specification No. PT-45-14 TRAVEL COSTS (For non-local contractor)
TOTAL COST
Approx. transportation costs Per Diem costs Services – YEAR 3
*Cost Per Hour
CISCO CCIE On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours SENIOR ENGINEER On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours JUNIOR ENGINEER On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours
23
SECTION V –Required Forms Specification No. PT-45-14 TRAVEL COSTS (For non-local contractor)
TOTAL COST
Approx. transportation costs Per Diem costs Services – OPTIONAL YEAR 4
*Cost Per Hour
CISCO CCIE On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours SENIOR ENGINEER On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours JUNIOR ENGINEER On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours
24
SECTION V –Required Forms Specification No. PT-45-14 TRAVEL COSTS (For non-local contractor)
TOTAL COST
Approx. transportation costs Per Diem costs Services – OPTIONAL YEAR 5
*Cost Per Hour
CISCO CCIE On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours SENIOR ENGINEER On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours JUNIOR ENGINEER On site standard work hours On site after work hours Remote access standard work hours Remote access after work hours Phone/email support stnd work hours Phone/email support after work hours
25
SECTION V –Required Forms Specification No. PT-45-14 TRAVEL COSTS (For non-local contractor)
TOTAL COST
Approx. transportation costs Per Diem costs Local contractors should provide pricing for on-site, remote access and phone/email support. Non local should just provide pricing for remote access and phone/email support. *Cost per hour is for time spent on site. Any costs for travel must be included in the cost per hour rate. ADDENDA: Receipt of addenda numbered ___, ___, ___, is hereby acknowledged The undersigned, hereby agrees to furnish, deliver and install the above materials and/or services FOB PIERCE TRANSIT within the specified time at the quoted prices without additional shipping or packing charges. Proposer
Authorized Signature
Address
Printed Name Telephone Number
Date
Facsimile Number
E-mail _______________________________
26
SECTION V –Required Forms Specification No. PT-45-14 PIERCE TRANSIT 3701 - 9th Street S.W. P.O. Box 99070 Lakewood, Washington 98499
PROPOSAL PRICE FORM SPECIFICATION NO. PT-45-14
ADDENDA Receipt of Addenda numbered _____, _____, _____, is hereby acknowledged.
Contractor Name
Authorized Signature
Address
Printed Authorized Signature
Address
Title
Telephone
Date
Fax
Email
Additional Required Bidder Disclosure (per 49 CFR 26.11): Failure to complete this section could cause proposal/bid to be non-responsive. All three (3) questions must be completed. 1. Is this company (the prime bidder) a certified Disadvantaged Business Enterprise (DBE) or a certified Small Business Enterprise (SBE)? No ____ Yes____ If Yes
DBE ____ SBE ____ Certification No.:_____________________________________________
2. How many years has this company been in business? _________ years. 3. What are the annual gross receipts for this company? (Please Circle One Item.) Less than $500,000
$500,000-$1,000,000
$1,000,000-$2,000,000
$2,000,000 to $5,000,000
$5,000,000-$10,000,000
$10,000,000-$23,000,000
$23,000,000-$50,000,000
Greater than $50,000,000 27
SECTION V –Required Forms Specification No. PT-45-14
NON-COLLUSION AFFIDAVIT
STATE OF
)
COUNTY OF
)
, being first duly sworn, on his oath says that he or she is , and that the bid above submitted is a genuine and not a sham or a collusive bid, or made in the interest of or on behalf of any person not herein named; and he or she further states that the said bidder has not directly or indirectly induced or solicited any other bidder for the above work or supplies to put in a sham bid, or any other person or corporation to refrain from bidding; and that said bidder has not in any manner sought by collusion to secure to self advantage over any other bidder or bidders.
SIGN HERE
Subscribed and sworn to before me this
day of
Notary Public In and for the State of Residing in
28
, 20
.
SECTION V –Required Forms Specification No. PT-45-14 AFFIDAVIT FOR COMPLIANCE (To be completed by all companies) STATE OF _____________ COUNTY OF ____________
) ) ss. )
The Undersigned, being first duly sworn, on oath states on behalf of the Company as follows: A.
Company has given notice to his or her supervisor and other employees and subcontractors of the terms of the Affirmative Action to be undertaken.
B.
The Company hereby designates (Name) (Title) as the person who has been charged with the responsibility for securing compliance with such contract provision, and reporting progress in connection with the affirmative action to be undertaken herewith.
C.
The Company will ensure that equal opportunity of employment results during the term of this contract by taking a combination of, or all of the following, affirmative steps OR will complete subsection 9 stating his or her own affirmative action in specific terms to ensure that equal opportunity of employment will result: 1. Notify predominantly minority organizations that are active in equal employment opportunities of positions available, in writing, and send copy to PIERCE TRANSIT. 2. Make specific and constant recruitment efforts with minority organizations, schools, and/or minority training organizations. 3. Make specific efforts to encourage present minority employees to recruit friends and relatives. 4. Provide after-school and summer employment to minority youths. 5. Seek out and negotiate with minority contractors to receive subcontract awards. 6. Seek, sponsor, and employ minorities for pre-apprentice, apprentice, and journeyman positions with contractor and other employers, and provide opportunities for advancement of minorities employed in project. 7. Cooperate fully with PIERCE TRANSIT and predominantly minority organizations active in equal opportunities, in seeking and hiring minorities. 8. Notify PIERCE TRANSIT in writing of any refusals by unions to cooperate with the contractor's Affirmative Action Plan.
29
SECTION V –Required Forms Specification No. PT-45-14 PIERCE TRANSIT AFFIDAVIT FOR COMPLIANCE
9.
OR, in lieu of the above subsections 1 - 8, shall take the following specific affirmative actions to ensure equal opportunities of employment. (If this portion is used, the statement must be specific and need not include any of the above subsections 1 - 8.)
(Bidder)
(Company Name)
(Phone No.) By (Name)
Subscribed and sworn to before me this
(Title)
day of
, 20___
(NOTARY PUBLIC IN AND FOR THE STATE OF) Residing at
30
SECTION V – Required Forms Specification No. PT-45-14 PERSONNEL INVENTORY Prospective bidders must complete this Personnel Inventory Form each time a bid proposal is submitted to PIERCE TRANSIT in order to make bid proposals responsive to PIERCE TRANSIT's affirmative action requirements. The Personnel Inventory Form requires the signature of the company's designated EEO Officer or authorized representative. Name of Company
Date
EEO Officer/Authorized Rep
Phone
Total Employees
Total Minorities
M
M
Black
Asian
American Indian
Hispanic
M
M
Job Categories (Specify)
F
F
M
F
M
TOTALS Comments:
Signature 31
F
F
F
Apprentices On-the-Job Trainees
M
F
M
F
SECTION VI – Sample Contract Specification No. PT-45-14
SECTION VI SAMPLE CONTRACT
32
SECTION VI – Sample Contract Specification No. PT-45-14
PROFESSIONAL SERVICES CONTRACT CONTRACT NO. PT-**-14
This AGREEMENT is made this _____ day of *, 2014, between the Pierce County Public Transportation Benefit Area Corporation (hereinafter referred to as "Pierce Transit") and * (hereinafter referred to as "Contractor"). WHEREAS, Pierce Transit desires to retain the services of a contractor to provide *; and WHEREAS, the Contractor is qualified, willing, and able to provide and perform said services; and WHEREAS, said services are temporary in duration; NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, to be kept, performed, and fulfilled by the respective parties hereto, and other good consideration, it is mutually agreed as follows:
1.
DOCUMENTS INCORPORATED IN THIS AGREEMENT: Contractor shall comply with the terms and conditions of this Agreement and with the terms and conditions of the documents listed below, if any, attached hereto, and by reference made a part hereof. The Agreement and the documents incorporated herein constitute the entire contract between Pierce Transit and the Contractor, except for modifications as provided, and in case of dispute shall govern in the following order of precedence: a. b. c. d.
Amendments to this Agreement; This Agreement; *; and *
2.
SCOPE OF WORK: *
3.
OBLIGATIONS OF PIERCE TRANSIT: a. Compensation: The hourly rate of compensation shall be *. b. Reimbursement for Expenses and Per Diem: Pierce Transit will reimburse the Contractor for bona fide and reasonable expenses, as defined by the Federal Acquisition Circular (FAR), for expenses incurred in the course of the Contractor’s provision of services hereunder; a determination of what constitutes such an expense will be made by Pierce Transit after a claim is presented to it, and Pierce Transit’s good faith determination will be binding on both parties hereto. c. Maximum Compensation: The maximum total compensation which may be paid for the work and product described in Section 2 of this Agreement shall be *. d. Payment shall be made by Pierce Transit within thirty (30) days of receipt of a correct invoice from the Contractor. Incorrect invoices are subject to rejection or correction by Pierce Transit. e. Subcontractor Billing: The Contractor shall audit and review all invoicing and billing of subcontractors and assure Pierce Transit that all proper personnel and rates are applied in strict conformance with the contract.
4.
PROPERTY RIGHTS: All records or papers of any sort relating to Pierce Transit and to the project will at all times be the property of Pierce Transit and shall be surrendered to Pierce Transit upon demand. All information concerning Pierce Transit and said projects, which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or in part, now or at any time disclose that information without the express written consent of Pierce Transit.
5.
CONTRACTOR RELATIONSHIP: a. The Contractor is and shall be at all times during the term of this Agreement an independent contractor and not an employee of Pierce Transit, and shall not be entitled to any of the usual benefits incident to employment with Pierce Transit. b. Any and all employees of the Contractor, while engaged in the performance of any work or service required by the Contractor under this Agreement, shall be considered employees of the Contractor only and not of Pierce Transit and any and all claims that may or might arise under the Workers' Compensation Act on behalf of said employees, while so engaged and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the Contractor's employees, while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the Contractor.
33
SECTION VI – Sample Contract Specification No. PT-45-14 c. The Contractor shall not engage, on a full or part-time basis, or other basis, during the period of the Agreement, any professional or technical personnel who are, or have been at any time during the period of this Agreement, in the employ of Pierce Transit, except regularly retired employees, without written consent of Pierce Transit. 6.
DESIGNATED EMPLOYEES: The employees who will perform the services on behalf of the Contractor shall be designated by the Contractor and a list of such designated employees shall be provided to Pierce Transit at the commencement of Contractor’s work. No other individuals may perform the services required by this Agreement without the express written permission of Pierce Transit. Pierce Transit may, however, require the removal of any employee and the Contractor shall replace such employee upon demand by Pierce Transit.
7.
SUBCONTRACTORS: Subcontractors, if any, who will perform work under this contract shall be the firms designated in this Agreement, if any. No other subcontractors shall perform the services required under this Agreement without the express written permission of Pierce Transit. The Contractor is expected to audit and review all invoicing and billing by subcontractors and will ensure that all personnel and billing rates are applied in strict conformance of the contract.
8.
ETHICS: e. The Contractor warrants that it has not employed nor retained any company, firm or person, other than a bona fide employee working solely for it, to solicit or secure this agreement, and that it has not paid or agreed to pay any company, firm or person, other than a bona fide employee working solely for it, any fee, commission, percentage, brokerage fee, gifts or any other consideration, contingent upon or resulting from the award or making of this agreement. For breach or violation of this warranty, Pierce Transit shall have the right to annul this agreement without liability. f. No member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising there from. g. No member, officer, or employee of Pierce Transit or of a local public body during his tenure shall have any interest, direct or indirect, in this Agreement or its proceeds. h. Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, disability, age, marital status, political affiliation, national origin, and/or any protected classifications under state or federal laws.
9.
AUDIT: Contractor shall permit the authorized representatives of Pierce Transit, the U.S. Department of Transportation, the Controller General of the United States, and/or the Washington State Auditor’s Office to inspect and audit all data and records of Contractor relating to his performance under this Agreement.
10.
TERM OF AGREEMENT: This Agreement shall be effective as of the date first written above and shall expire on *.
11.
EXTENSIONS AND CANCELLATIONS: a. This Agreement may be extended for an additional period upon the written consent of both parties hereto. This Agreement may be terminated by either party on ten (10) days' written notice to the other, except that if the Contractor fails to perform or observe any of the provisions, terms, or conditions herein, Pierce Transit may terminate this Agreement immediately so long as written notice is thereafter communicated to the Contractor at his last known address. Pierce Transit will pay for all services rendered up to the time of notification of termination of this Agreement, less prior interim payments, if any. Upon payment of such sums, Pierce Transit shall be discharged from all liability to the Contractor hereunder and this Agreement shall be considered terminated unless extended in writing by mutual agreement between the parties hereto. b. Upon termination of contract under Paragraph "a." above, all documents, records, and file materials shall be turned over to Pierce Transit by the Contractor. c. All services to be rendered under this contract shall be subject to direction and approval of Pierce Transit.
12.
ASSIGNMENT: This Agreement may not be assigned or otherwise transferred by either party hereto, nor will the Contractor delegate, nor hire additional persons to perform services and duties under this Agreement, without the advance written consent of Pierce Transit.
13.
WAGE AND HOURS LAW COMPLIANCE: Contractor shall comply with all applicable provisions of the Fair Labor Standards Act and all other legislation affecting its employees and the rules and regulations issued thereunder insofar as applicable to its employees and shall at all times save Pierce Transit free, clear and harmless from all actions, claims and expenses arising out of said Act and rules and regulations that are or may be promulgated in connection herewith.
34
SECTION VI – Sample Contract Specification No. PT-45-14 14.
SOCIAL SECURITY AND OTHER TAXES: Contractor assumes full responsibility for the payment of all payroll taxes, use, sales, income or other form of taxes, fees, licenses, excises, or payments required by any city, county, federal or state legislation which is now or may during the term of the Agreement be enacted as to all persons employed by the Contractor and as to all duties, activities and requirements by the Contractor in performance of the work on this project and under this contract and shall assume exclusive liability thereof, and meet all requirements there under pursuant to any rules or regulations.
15.
INSURANCE: a. The Contractor shall procure and maintain for the duration of this agreement liability insurance against claims for injuries to persons or damage to property or business losses that may arise from or in connection with the Contractor’s own work including the work of the Contractor’s agents, representatives, employees, Sub-Contractors or Sub-Contractors’ employees. b. Pierce Transit shall be named as an additional insured on the Contractor’s liability insurance policies, and before beginning work, Contractor shall provide Certificates of Insurance listing Pierce Transit as an additional insured on policies providing the types and minimum limits of coverage as follows: 1) Business auto coverage for any auto no less than $1,000,000 per accident limit. 2) Commercial general liability insurance no less than $1,000,000 per occurrence with a $2,000,000 aggregate coverage shall include, but is not limited to, contractual liability, products and completed operations, property damage, and employer’s liability. 3) Professional liability insurance with no less than $1,000,000 per occurrence. Pierce Transit reserves the right to receive a certified and complete copy of all of the Contractor’s current insurance policies with all endorsements upon fifteen (15) days’ notice. c.
d.
e.
16.
The Contractor is responsible for the payment of any deductible or self-insured retention that is required by any of the Contractor’s insurance carriers. If Pierce Transit is required to contribute to the deductible under any of the Contractor's insurance policies, the Contractor shall reimburse Pierce Transit the full amount of the deductible. It is the intent of this contract for the Contractor’s insurance to be considered primary in the event of a loss, damage of suit. Pierce Transit’s own insurance will be considered excess coverage in respect to Pierce Transit. Additionally, the Contractor’s commercial general liability policy must provide cross-liability coverage as would be achieved under a standard Insurance Services Organization (ISO) separation of insureds clause. The Contractor shall request from his insurer a modification of the ACORD certificate to include language that notification will be given to Pierce Transit for any cancellation, suspension or material change in the Contractor’s coverage.
DEFENSE AND INDEMNIFICATION AGREEMENT: To the extent permitted by law the Contractor shall specifically and expressly defend, indemnify, and hold harmless, Pierce Transit, its officers, agents and employees at its own expense from and against any and all suits, claims, actions, losses, costs, penalties, and damages of whatsoever kind in nature, including reasonable attorneys' fees and claims by the employees of the Contractor, arising out of and in connection with performance of this contract as a result of Contractor’s own acts or omissions. Contractor agrees that Pierce Transit is entitled to select and appoint its own counsel for defense of any suit, claim or action subject to the defense and indemnity provisions herein. If such suits, claims, actions, losses, costs, penalties, and damages are caused by or result from the concurrent negligence of the Contractor and Pierce Transit, then this defense and indemnity provision shall be valid and enforceable only to the extent of the Contractor's negligence. In instances of alleged concurrent negligence, Contractor shall provide a defense to Pierce Transit pending the final determination of Contractor and Pierce Transit’s proportionate share of negligence, if any. Further, Contractor shall not be required to hold Pierce Transit harmless or defend Pierce Transit, its officers, agents, and employees from any and all suits, claims, actions, losses, costs, penalties, and damages arising from the sole negligence of Pierce Transit, its officers, agents, and employees. This indemnification obligation shall include, but is not limited to, all claims brought against Pierce Transit by an employee or former employee of the Contractor. The indemnification provided herein shall apply to and require each party to defend, indemnify and hold harmless the other party for claims brought by an employee of one party against the other party if said claims are alleged to have arisen from the alleged negligent actions or omissions of the employee’s employer, and in such case, the Contractor and Pierce Transit, with respect to each other only, waive and will not assert against each other, any immunity under the Washington State Industrial Insurance Act (RCW Title 51). This waiver is limited to actions by and between the Contractor and Pierce Transit only and does not extend to the employees of either party. The Contractor and Pierce Transit expressly do not waive their immunity against claims brought by their own employees.
17.
DISPUTE RESOLUTION Any controversy or Claim arising out of or related to the Contract, or the breach thereof, shall be subject to the dispute resolution procedures in this Subparagraph. Prior to the initiation of any action or proceeding to resolve disputes between Pierce Transit and Contractor, the parties shall make a good faith effort to resolve any such disputes by negotiation between representatives with decisionmaking power, who shall not have substantive involvement in the matters involved in the dispute, unless the parties otherwise agree. Failing resolution, the parties shall attempt to resolve the dispute through a mediation conducted by a person(s) or organization 35
SECTION VI – Sample Contract Specification No. PT-45-14 experienced in mediation or alternative dispute resolution initiated within thirty (30) days from the date of the request unless extended by agreement of both parties. The positions expressed and mediator's recommendations, if any, shall not be admissible as evidence in any subsequent proceeding. In the event of any action, suit, or proceeding under this Agreement, the substantially prevailing party shall be entitled to recover reasonable attorney and accountant fees and travel expenses, in addition to the costs of the action, suit, or proceeding. At all times during the course of any unresolved dispute between the parties, the Contractor shall supervise, direct and perform the Work in a diligent and professional manner and without delay as provided under the terms of the Contract. The good faith completion of negotiation efforts and mediation pursuant to this Article shall be a prerequisite to the filing of any litigation. Venue for any such litigation between the parties arising out of this Contract or related to the Project shall be exclusively in Pierce County Superior Court in Tacoma, Washington. 18.
CONTENT AND UNDERSTANDING: This Agreement contains the complete and integrated understanding and agreement between the parties and supersedes any previous understanding, agreement or negotiation whether oral or written.
19.
NOTICES: Any notice given by either party to the other hereunder shall be served, if delivery in person, to the office of the representative authorized and designated in writing to act for the respective party, or if deposited in the mail, properly stamped with the required postage and addressed to the office of such representative as indicated in this Agreement. Either party hereto shall have the right to change any representative or address it may have given to the other party by giving such other party due notice in writing of such change. To the Contractor: * To Pierce Transit:
Dana Henderson; General Counsel Pierce Transit 3701 96th Street SW PO Box 99070 Lakewood, WA 98496-0070 Tel: 253.777.4977 Fax: 253.581.8075 E-mail:
[email protected]
20.
CHANGES: No change, alteration, modification, or addition to this Agreement will be effective unless it is in writing and properly signed by both parties hereto.
21.
GOVERNING LAW AND VENUE: This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the State of Washington. Pierce County shall be the venue for any legal action.
22.
SEVERABILITY: If one or more of the Agreement clauses is found to be unenforceable, illegal or contrary to public policy, the Agreement will remain in full force and effect except for the clauses that are unenforceable, illegal or contrary to public policy.
23.
AUTHORIZED REPRESENTATIVE: In performing the services defined herein, Contractor shall report to: *. Contractor's Representative is: *.
36
SECTION VI – Sample Contract Specification No. PT-45-14
IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the day and year written below. PIERCE COUNTY PUBLIC TRANSPORTATION BENEFIT AREA CORPORATION
Lynne Griffith Chief Executive Officer
*
* *
Date
Date
Wayne Fanshier Chief Financial Officer
Date
ATTEST:
Deanne Jacobson, CMC Clerk of the Board
37
