2017 1397 RFP Addendum 2 track changes

REQUEST FOR PROPOSALS SIGN AND RETURN THIS PAGE PROFESSIONAL SERVICES REQUEST FOR PROPOSALS NO: 20171397 Date: Februa...

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REQUEST FOR PROPOSALS

SIGN AND RETURN THIS PAGE

PROFESSIONAL SERVICES

REQUEST FOR PROPOSALS NO: 20171397 Date: February 6, 2017

AC TRANSIT DISTRICT Purchasing Department 1600 Franklin Street, 6th Floor

TITLE: AIR CONDITIONING UNITS FOR VAN HOOL BUSES

Oakland, CA 94612 PROPOSALS MUST BE RECEIVED at 1600 Franklin Street, Oakland, CA, March 09, 2017 by 11:00 a.m.

DO NOT INCLUDE SALES OR EXCISE TAXES in proposal prices.

Sign the proposal, put it in an envelope, and write the Request for Proposal number and Title, on the outside. Sign and return this page. Retain Proposer’s Duplicate copy for your files. _____________________________________________________________________________________ ALL PROPOSERS COMPLETE THIS SECTION: 2017 Upon execution of a Contract Acceptance form, the undersigned agrees to furnish, subject to provisions on the reverse of this form, all articles or services within the dates specified, in the manner and at the prices stated, in accordance with the advertisement, specifications, proposal, special conditions and general conditions, all of which are made part of the contract proposal, when authorized by Purchase Order, Contract Order, or Letter of Agreement issued by the District. Name under which Business is conducted: Business street address:

Telephone: City

State

Zip Code

IF SOLE OWNER, sign here: I sign as sole owner of the business named above: Signed

Typed Name

IF PARTNERSHIP OR JOINT VENTURE, sign here: The undersigned certify that we are partners in the business (joint venture) named above and that we sign below will full authority to do so (one or more partners sign): Signed

Typed Name

Signed

Typed Name

IF CORPORATION, sign here: The undersigned certify that they sign below with full authority to do so: Corporate Name: Signed

Typed Name

Title

Signed

Typed Name

Title

Incorporated under the laws of the State of Form C102

May 2007

Page 1 of 27

GENERAL CONTRACT CONDITIONS 1. RENDITION OF SERVICES The Contractor hereby agrees to undertake, carry out and complete all work established herein in a professional and efficient manner satisfactory to District standards. The professional service or the performance of work or services required by the District cannot satisfactorily be performed by the regular employees of the District. 2. CONTRACTOR'S STATUS Neither the Contractor nor any party contracting with the Contractor shall be deemed to be an agent or employee of the District. The Contractor is and shall be an independent Contractor, and the legal relationship of any person performing services for the Sub-Contractor shall be one solely between said parties. Contractor shall not subcontract any services to be performed by it under this Agreement without the prior written approval of the District, except for service firms engaged in drawing, production, typing and printing. Contractor shall be solely responsible for reimbursing any sub-Contractors and the District shall have no obligation to them. 3. OWNERSHIP OF WORK All reports, designs, drawings, plans, specifications, schedules, and other materials prepared, or in the process of being prepared, for the services to be performed by Contractor shall be and are the property of the District and the District shall be entitled to access thereto, and copies thereof, during the progress of the work. In the event that the work, which is the subject of this Agreement, is not completed, for any reason whatsoever, all materials generated under this Agreement shall be delivered as the District may direct. 4. RECORDS The Contractor shall permit the authorized representatives of the District to inspect and audit all data and records relating to performance under this Agreement. Contractor shall maintain all such records for a period of three (3) years after the District makes final payment under this Agreement. 5. TERMINATION FOR DEFAULT In the event the Contractor breaches the terms or violates the conditions of this Agreement, and does not within ten (10) days of written notice from the District cure such breach or violation, the District may immediately terminate this agreement, and shall pay the Contractor only its allowable costs to the date of termination. 6. TERMINATION FOR CONVENIENCE The District may terminate this Agreement, in whole or in part, at any time for the District's convenience and without cause at any time by giving the Contractor written notice of termination. The Contractor will be paid for those services performed pursuant to this Agreement to the satisfaction of the District up to the date of notice of termination. The Contractor shall promptly submit its termination claim. If the Contractor has any property in its possession belonging to the District, the Contractor will account for the same and dispose of it in the manner the District directs. 7. NON-DISCRIMINATION In connection with the execution of any Contract hereunder, the Contractor shall not discriminate against any applicant or employee on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sexual orientation, sex or age as defined in Section 12926 Government Code. 8. INDEMNIFICATION The Contractor shall defend, indemnify, keep and save harmless the District, its Board of Directors, officers, officials, employees, agents and volunteers from and against any and all liability, loss, damage, expense, costs (including, without limitation, costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the District.

The District may at any time by written order make changes within the Scope of Services described in this Agreement. If such changes cause an increase in the budgeted cost of or the time required for performance of the agreed upon work, the Contractor shall notify the District in writing of the amount of time and compensation adjustments that are required. In the event the Contractor encounters any unanticipated conditions or contingencies that may affect the scope of services and would result in an adjustment to the amount of compensation specified herein, Contractor shall so advise the District immediately upon notice of such condition or contingency. The written notice shall explain the circumstances giving rise to the unforeseen condition or contingency and shall set forth the proposed adjustment in compensation resulting there from. Any and all agreed upon pertinent changes shall be expressed as a written modification to this Agreement prior to implementation of such changes. 10. DISPUTE RESOLUTION In case any disagreement, difference or controversy shall arise between the parties, with respect to any matter in relation to or arising out of or under this Agreement or the respective rights and liabilities of the parties, and the parties to the controversy cannot mutually agree thereon, then such disagreement, difference, or controversy shall be determined by binding arbitration, according to the rules of the American Arbitration Association. Any award made by the Arbitrator(s) shall be final, binding and conclusive upon all parties and those claiming under them. The costs and expenses of any Arbitration shall be borne and paid as the Arbitrator(s) shall, by their award, direct. The submission to Arbitration is hereby made a condition precedent to the institution of any action at law or in equity with respect to the controversy involved; and such action at law or in equity shall be restricted solely to the subject matter of the challenge of such award on the grounds and only in the manner permitted by law. 11. NO ASSIGNMENT This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other. 12. PROHIBITED INTERESTS No member, officer, director or employee of the District during his/her tenure or for one year thereafter, shall have any interest direct or indirect, in this Agreement or the proceeds thereof. Contractor covenants that it presently has no interest, direct or indirect, which would conflict in any manner or degree with the performance of the services called for under this Agreement. Contractor further covenants that in the performance of this Agreement no person having any such interest shall be employed by Contractor. The District may require Contractor to file an annual Statement of Economic Interest form pursuant to the Political Reform Act of 1974 (Government Code Section 81000 et seq.) 13. WAIVER Failure of any party to exercise any right or option arising out of a breach of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent or different breach, or the continuance of any existing breach. 14. GOVERNING LAW This Agreement, its interpretation and all work performed hereunder, shall be governed by the laws of the State of California. 15. INSURANCE Depending on the nature of the services being solicited, the District may have certain minimum insurance requirements.

9. CHANGES If any changes to the scope of services are sought by either party that would require a modification of the amount of compensation, the changes must be accepted in advance of any action to implement the change by the Project Manager and the Purchasing Department.

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES INFORMATION AND INSTRUCTIONS FOR PROPOSERS 16.

GENERAL INFORMATION AC Transit District (District) requests professional contractor services to create and install twenty four volt (24v) rooftop mounted (split system) air conditioning (A/C) units on 2006 30’ foot Van Hool Bus model number A300K and 2006 60’ foot Van Hool model number AG300 buses. These systems shall include all ducting, brackets, electrical panels, cables and connections to operate the air conditioning unit. The primary focus of the A/C unit shall be to provide a cooled air environment to the operator area of the bus. This Request for Proposal (RFP) outlines the scope of services requested as well as information that is to be included in a submitted proposal. It is the District’s intent to award a contract to a responsible and qualified firm to perform the technical services outlined in this RFP. AC Transit is a Special District, organized under the laws of California, which provides public transit service. The District’s service area extends from western Contra Costa County to southern Alameda County. The District is financed through the receipt of transit fares, sales and property taxes, bridge tolls, and state and federal funding. This RFP does not commit the District to award a contract, to pay costs incurred in the preparation of a proposal, or to procure or contract for services. The District reserves the right to reject any and all proposals, cancel all or part of this RFP and/or waive any minor irregularities or informalities.

17.

PRE-PROPOSAL CONFERENCE AND QUESTIONS There will be one (1) pre-proposal conference which will be held on February 15, 2017 at 10:00 a.m. at The AC Transit Training and Education Center, located at 20234 Mack Street, Hayward, CA, 94545. A second pre-proposal conference at the same location will be held on February 16, 2017 from 8 a.m. – 12 p.m. This time has been made available to view the 60’ Van Hool Bus. All interested parties will have an opportunity at this on-site pre-proposal conference to inspect the relevant buses and take all necessary measurements in order to prepare an appropriate proposal in light of the Scope of Services set forth (at pages 19 - 24) herein. Questions raised regarding the RFP must be submitted electronically (via e-mail) to Amanda Palmquist, at [email protected] Questions must be submitted no later than February 23, 2017 at 3:00 p.m. Pacific Time. It is anticipated that the District will send out and post addenda by March 2, 2017. upon delivery, such addenda will become a part of the RFP and binding on all eligible offers. Page 3

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES INFORMATION AND INSTRUCTIONS FOR PROPOSERS

18.

SCHEDULE OF EVENTS (Estimated) February 6, 2017 February 15, 2017 February 23, 2017 March 2, 2017 March 9, 2017 April 12, 2017 May 1, 2017

19.

Release of RFP Pre-Proposal Conference and Site Visit Due Date for Proposer’s RFP Questions Addenda Posted Proposals Due Contract Award Notice To Proceed

SUBMITTAL DATE, TIME AND LOCATION To be considered, one (1) original and three (3) copies of written proposals, and one (1) CD or “flash drive” with an Adobe Acrobat file of the entire proposal must be submitted. The proposals shall be submitted no later than 11:00 a.m. local time on March 9, 2017 to the following address: AC Transit District Purchasing Department 1600 Franklin Street, 6th Floor Oakland, California 94612 Attn: Amanda Palmquist, Contracts Specialist All proposals must be clearly marked REQUEST FOR PROPOSALS NO. 20171397: AIR CONDITIONING UNITS FOR VAN HOOL BUSES. Proposals may be mailed or hand-delivered. Only proposals which are received at the designated location by the required date and time will be considered. No facsimile or email transmissions will be accepted.

20.

REQUIRED FORMAT AND CONTENTS A.

FORMAT OF PROPOSAL

Each proposal must be submitted in two (2) separate sealed envelopes. Envelope One will contain all responsive materials except those relating to fees and costs. Envelope Two will contain only information relating to fees and costs. (See attached Cost Form.)

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES INFORMATION AND INSTRUCTIONS FOR PROPOSERS One proposal (containing the two envelopes described above) must be clearly marked “original” and three (3) conformed copies (each marked “copy”) must be submitted by each responsive proposer.

In addition, proposers must submit One Compact Disc (CD) or Flash Drive. The CD or Flash Drive must contain two files, corresponding to the two respective envelopes described above. All pages of the proposal must be 8.5 x 11 inches in size, with 11 point typefont or larger. The hardcopy proposals must be bound or placed within a three ring binder. Tabs or other separators should be used, and should follow the format of this RFP, with responses cross-referencing the corresponding RFP sections and subsections in the order provided. B.

CONTENTS OF PROPOSAL

In order to be deemed responsive, submitted proposals must include the following information, presented in a clear, comprehensive, and concise manner: 1. Acknowledgements and Certifications RFP Signature Page. Each responsive proposer must submit the RFP signature Page (Page 1 hereof) signed by an approved representative of the firm. Acknowledgement of Addenda. To the extent applicable, each responding firm must acknowledge receipt of any addenda to this RFP. Certifications. Each proposer must submit the completed Attachments specified below. Each attachment must be signed by an officer with the authority to bind your company to the contractual terms incorporated into this RFP. In the event any such certification is not applicable, the form must be marked “N/A” and provide a brief explanation. Attachment 1: Designation of Subcontractors Attachment 2: Certification Regarding Suspension and Debarment 2. Basic Business Requirements Page 5

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES INFORMATION AND INSTRUCTIONS FOR PROPOSERS Gross Annual Receipts. Each proposer must provide its gross annual receipts for the most recent three years. Firm name, principal(s) who will be performing services, address(es), telephone, fax numbers, e-mail and/or website address(es). Brief description of your firm’s history, growth, and length of time in business under the same name. References from active public agency and/or public transportation accounts, if any. Provide a list of references, including up to two (2) current clients and up to two (2) former clients, with whom your firm has worked, specifying:     

Company or Organization’s name Contact person’s name and title Contact person’s address, phone number, and e-mail address Length of your relationship A list of recent clients with identifiably similar projects.

Insurance. Each proposer must acknowledge that the insurance coverage required for the project (See Section 27 below) has been or can be obtained. Should the contract envisioned by this solicitation be awarded to your firm, it is expected that these insurance commitments will be carried without reservation or exclusion. 3. Minimum Technical Qualifications See Scope of Services; Pages 19 -25 below. 4. Cost Proposal Firm Fixed Price. Each proposer’s cost proposal (to be submitted in a separate, sealed envelope designated “Envelope Two”) must be submitted on a "firm-fixed price” basis. The cost proposal must include a description of the anticipated costs associated with the project, including staff costs, materials and any out-ofpocket expenses. The cost proposal must provide costs for each of the tasks set forth in the Scope of Services. For the purpose of evaluating the total contract value, all costs such as travel or overhead must be rolled up to the contract line item level. Proposals will remain in effect for one hundred eighty (180) days from the designated date for receipt of proposals, unless mutually extended. No prePage 6

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES INFORMATION AND INSTRUCTIONS FOR PROPOSERS award costs will be reimbursed by the District. The signature of the District’s General Manager and an authorized representative from the selected consulting firm will constitute a binding award. C.

SCOPE OF SOLICITED SERVICES

See Scope of Services, Pages 19 – 25 below. 21.

PROPOSAL EVALUATION AND SCORING A.

Overview of Evaluation Process

Evaluations will be made in accordance with the procedures and evaluation criteria specified below. 1.

All proposals are first evaluated for compliance with the minimum business and technical requirements set forth in Section 19 above on a “pass/fail” basis. Proposals achieving a “pass” rating will then be evaluated further according to the factors set forth below.

2.

Remaining proposals are then scored according to the technical evaluation criteria specified below.

3.

Proposals that are technically sufficient are then re-evaluated, taking cost into consideration.

4.

Having taken both technical and price factors into consideration, remaining proposals are ranked to identify a competitive range.

5.

The District may enter into negotiations with firms determined to have the highest cumulative scores, or may elect to award a contract without negotiation.

6.

The District may also invite all firms in the competitive range to modify its proposal by submitting a “Best and Final Offer” (“BAFO”). In such event, such modified proposals will be re-scored according to the criteria, scale and formulas established below in order to identify the proposal representing the best value to the District.

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES INFORMATION AND INSTRUCTIONS FOR PROPOSERS 7.

B.

The results of the evaluations and the selection of a proposal for a recommended contract award will be carefully documented. The proposal representing the best value to the District will be recommended to the District’s General Manager.

Scoring Criteria

The table below shows the criteria for selection and the maximum potential score for each area. The compiled rankings will be used to identify the preferred firm. PROPOSAL EVALUATION CRITERIA and WEIGHT Evaluation Criteria Weight Responsiveness to Request for Proposal Pass/Fail Technical Merit and Feasibility 20% Timetable for Delivery and Installation 20% Project Support 20% Proposed Price 20% Evident Ability to Manage the Project 5% Evident Abilty to Train District Staff 5% Warranty 5% Local Business (Domiciled within District boundaries) 5% TOTAL WEIGHT 100% C.

Scoring Scale; Technical Factors

For the criteria stated above other than the Proposed Cost, scores will be assigned by each reviewer according to the following 5 point scale: 5-Exceptional Fully compliant with solicitation requirements and with desirable strengths or betterments; no errors, or risks, or weaknesses or omissions. There is a high probability of success.

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

3-Good

2-Minimal

1-Deficient

0-Unacceptable

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

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

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

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

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES INFORMATION AND INSTRUCTIONS FOR PROPOSERS D. Scoring Formulas – Proposed Price The responding firm proposing the lowest price will receive the maximum raw points available for the Proposed Price factor. The remaining firms will receive pro-rated points based on the following formula: (Low Price/Compared Price) x 5, where 5 = the maximum points available. Points received according to this formula will then be multiplied by the number of evaluators and then by the relative weight (expressed as a percentage; i.e. 20%) allocated to the Proposed Price factor stated above. By way of example, assuming there are 3 evaluators and Proposed Price accounts for 20% of all points available, the responding firm proposing the lowest price would receive a weighted score of 300 for its Proposed Price [(5 x 3) x 20]. A firm proposing a price 20% higher than the lowest price would receive 80% of the raw score (i.e. 4 instead of 5), amounting to a weighted score of 240 [(4 x 3) x 20]. 22.

CONTRACT AWARD The District reserves the right not to award a contract in connection with this solicitation, or to award a contract without the negotiations discussed above. As such, proposers are strongly encouraged to submit their best offers from the outset. The proposal representing the best value to the District, based on the scoring methods identified above, will be recommended to the District’s Board of Directors. The District’s Board of Directors retains the option of making an award to another firm if it is determined that such a selection is in the best interests of the District and public transit in the metropolitan region the District serves. After the District’s approval of any such award, unsuccessful candidates will be notified of such award in a timely manner.

23.

PROTEST PROCEDURES Copies of the District’s Procurement Protest Procedures can be obtained online at http://www.actransit.org/about-us/board-of-directors/board-policies/. Failure to comply with any of the requirements set forth in the District’s written proposal protest procedures may result in rejection of the protest. [END OF INFORMATION AND INSTRUCTIONS] Page 9

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES ADDITIONAL PROVISIONS 24.

RIGHTS IN DATA The term “subject data” as used herein means recorded information, whether or not copyrighted, that is delivered in connection with this RFP or any contract resulting from it. The term includes graphic or pictorial delineation in media, text in specifications or related performance or design-type documents and machine forms. Except for its own internal use, a firm submitting a proposal may not publish or reproduce such data in whole or in part, nor authorize others to do so, without the written consent of the District, until such time as the District may have either released or approved release of such data. Even in the event that the Scope of Services set forth in this RFP or any resulting contract is not completed, any data generated by the District in connection with this RFP shall be deemed “subject data” and shall be treated as the District may direct.

25.

RELEASE OF INFORMATION Candidates must receive prior permission from the District before releasing any reports, information or promotional materials prepared in connection with this RFP or any resulting contract.

26.

INSURANCE REQUIREMENTS We recommend that any responding candidate confer with its insurance broker to determine if it is currently in compliance with the insurance coverage requirements set forth below. An inability to comply with these insurance requirements may result in disqualification, as these requirements will be a material feature of any awarded contract. Contractor shall procure and maintain for the duration of the contract and for a period of three years thereafter or the period of any contract warranties, whichever is longer, insurance against claims for injuries to persons or damages for property which may arise from or in connection with the performance of the work thereunder by the Contractor, Contractor’s agents, representatives, employees or subcontractors. The District reserves the right to alter, amend, increase or otherwise modify the insurance requirements stated herein. A.

Coverage shall be at least as broad as: 1.

General Liability coverage is to be equal to Insurance Services Office Commercial General Liability Occurrence Form CG0001.

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES ADDITIONAL PROVISIONS

B.

2.

Automotive Liability coverage is to be equal to Insurance Services Office Business Auto Form CA0001 covering Automobile Liability.

3.

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

4.

Professional Liability/Errors & Omissions insurance appropriate to Contractor's profession.

Contractor shall maintain limits no less than: 1. General Liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If aggregate limit is used, either separate aggregate limit shall apply or aggregate limit shall be twice the required occurrence limit. 2.

Automobile Liability: $2,000,000 combined single limit per accident for bodily injury and property damage.

3.

Workers’ Compensation: Workers’ Compensation limits as required by State of California and Employer’s Liability limits of $2,000,000 per accident for bodily injury or disease.

C.

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

D.

Policies are to contain the following provisions: 1.

General Liability and Automotive Liability a.

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

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES ADDITIONAL PROVISIONS

2.

b.

For any claims related to this contract, Contractor insurance coverage shall be primary insurance as respects the District, its directors, its officers, officials and employees. Any insurance or self-insurance maintained by District, its directors, its officers, officials or employees shall be in excess of Contractor insurance and shall not contribute with it.

c.

Any failure with reporting provisions of the policies including breaches of warranties, shall not affect coverage provided to the District, its directors, its officers, officials or employees.

d.

Contractor insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of insurer’s liability.

Workers’ Compensation and Employers Liability Insurer shall agree to waive all subrogation rights against the District, its directors, its officers, officials and employees for losses arising from work performed by the Contractor.

3.

4.

All Coverages a.

Each policy required shall be endorsed to state that coverage shall not be suspended, voided or canceled by either party or reduced in coverages or limits, except after 30 days prior written notice by certified mail, return receipt requested, has been given to the District.

b.

Each policy is to be on an “Occurrence” form. “Claims Made” form requires prior approval by the District as well as Contractor required to provide acceptable evidence of policy retroactive date and to maintain coverage with same retroactive date for a period of not less than five (5) years following termination of services.

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

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES ADDITIONAL PROVISIONS 5.

Verification of Coverage Contractor shall furnish the District with appropriate Certificates of Insurance and Endorsements effecting required coverages signed by a person authorized by insurer to bind coverage. Certificates and Endorsements are to be received and approved by the District prior to commencement of any work under Contract. The District reserves the right to require certified copies of all required insurance policies.

6.

28.

Other Requirements a.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the District requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor/Consultant/etc.(fill in as appropriate) Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the District.

b.

Should any work under this Contract be subcontracted, Contractor shall require each subcontractor to comply with each of these requirements and provide proof of such compliance to the District.

c.

These insurance requirements shall not in any manner limit or otherwise qualify liabilities and obligations assumed by Contractor under this Contract, including indemnification provisions.

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

29.

VENDOR REGISTRATION If you are not already an AC Transit registered vendor, an online Vendor Registration is required prior to Contract award. Proposers should access www.actransit.org and select Doing Business with AC Transit, and click on Vendor log-in and Registration, and then select Vendor Registration. To complete the process, include a W-9, Request for Taxpayer Identification Page 13

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES ADDITIONAL PROVISIONS Number and Certification-containing original signature-in proposals. If online access is not available, contact the District’s Purchasing Department for instructions. 30.

PROMPT PAYMENT The District shall pay properly submitted, undisputed invoices within 30 calendar days of initial receipt. Within seven (7) calendar days of receipt of payment from the District, the prime contractor shall pay any subcontractors that have submitted undisputed invoices and report such activity in the District’s contract monitoring tool cited below.

31.

ELECTRONIC CONTRACT MONITORING For contract monitoring and tracking purposes, the District utilizes B2GNow. This is an interactive system which requires all tiers of contractors to login and submit payment data for prompt payment compliance and subcontractor utilization purposes. If no subcontractors are being proposed, the District may waive the requirement of utilizing this system.

32.

FURTHER INFORMATION Prospective proposers may contact Amanda Palmquist, by email at [email protected] between the hours of 9:00 a.m. and 5:00 p.m., Monday through Friday, holidays excepted, for further information.

[END OF ADDITIONAL PROVISIONS]

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SCOPE OF SERVICES 1.

SCOPE OF WORK

A. Introduction AC Transit District (“District”) requests professional contractor services to create and install twenty four volt (24v) rooftop mounted (split system) air conditioning (A/C) units on 2006 30’ foot Van Hool Bus model number A300K and 2006 60’ foot Van Hool model number AG300 buses. These systems shall include all ducting, brackets, electrical panels, cables and connections to operate the air conditioning unit. The primary focus of the A/C unit shall be to provide a cooled air environment to the operator area of the bus. The purpose of this scope of work (SOW) is to provide guidance to interested contractors on how to present their cost/time proposals and how to meet the agency’s needs as well as define the requirements of the material and special requirements needed for this project. The number of buses to be retrofitted for this project will be based on the costs of the A/C retrofit proposal. It is anticipated that 45 – 65 buses will require this retrofit. The Contractor selected for this work shall be an authorized dealer/distributor for the A/C system installed as outlined in the Technical Specifications section. The Contractor shall have the ability to perform authorized service, parts and warranty repairs at any one of the four district maintenance yards. The contractor shall also have a facility offsite to install the systems and perform any major warranty repair work if required during the warranty period. B. Background AC Transit currently operates several Van Hool bus fleets that do not have air conditioning. The District wants to install 24 volt roof mounted A/C unit on this fleet of buses. The Districts primary emphasis in that the A/C system retrofit is for operator and passenger safety while providing reliable operation during hot ambient days in AC Transit’s operating areas. These A/C units will provide ducting to focus on the operator area to ensure compliance with the CAL/OSHA Heat Illness Prevention Program. Although future bus procurements will arrive with HVAC systems and replace non-air conditioned buses, 40% of the District’s fleet of Van Hool buses currently do not have A/C systems to support District operators. C. Period of Performance Contractor must begin the work in accordance with the effective date of the Notice to Proceed (NTP), with an estimated period of performance of May 1, 2017 to December 2019.

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REQUEST FOR PROPOSAL NO. 2014-10287

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SCOPE OF SERVICES D. Proposal Documentation Documentation required as part of the bid proposal:   

Bus A/C unit install production schedule Installation drawings Wiring schematics

E. Pre-bid conference (site visit) A pre-bid site visit will be scheduled for all interested bidders to inspect two (2) previously retrofitted Van Hool buses, take all necessary measurements, and observe the existing components in order to prepare an accurate bid. The location of the pre bid conference will be held at the AC Transit Training and Education Center located at 20234 Mack Street, Hayward, CA 94545. The date for this pre-bid conference is February 15, 2017 from 10:00AM to 12:00 noon in advance of the proposal due date. The Contractor must have received the SOW package before the site visit’s date. F. Warranty The materials, parts and workmanship used to install and support the A/C system shall be warranted to be free from defects for a period of five (5) years. The Contractor shall provide a copy of the A/C warranty coverage form as part of the solicitation prior to contract award. Any towing or travel time required to repair the coach during this warranty period shall not be paid or reimbursed by AC Transit. The selected contractor shall have emergency repair and service capability to perform warranty repairs on-site. The contractor will be responsible as part of the warranty coverage to address and repair any water leaks as a result of the installation of the A/C system. Service calls from the District regarding warranty work shall be responded to by the contractor within two hours of notification. Repairs for such warranty repairs shall commence within 48 hours of notification. A “no charge invoice” shall be provided to the District within five days of work completion to document warranty recovery dollars for warranty repairs. G. Workmanship The overall design of the A/C retrofit system shall be built to last the entire remaining life of the coach and for the performance period of the contract which is 5 years. The work shall be executed in conformity with the best accepted standard practice of the trade so as to contribute to maximum efficiency of operation, accessibility, pleasing appearance and minimum cost of maintenance. Any alterations to the bus structure shall be designed to withstand the transit service conditions typical of an AC Transit urban duty cycle throughout its service life. All contracted work shall be performed at the Contractor’s shop/facility location. Once A/C install work has been completed it shall be the Contractor’s responsibility to return all areas of the bus to the original condition. Page 16

REQUEST FOR PROPOSAL NO. 2014-10287

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SCOPE OF SERVICES

The Contractor shall comply with all applicable federal, state and local regulations. These shall include but not be limited to state and local accessibility, safety and security requirements. All work performed by the Contractor in the installation of the air conditioning system shall meet all applicable Federal Motor Vehicle Safety Standards (FMVSS) and Federal Motor Carrier Safety Regulations (FMCSR) in effect at the date of coach retrofit award. H. Acceptance Testing The District shall have a maximum of five (5) working days to conduct a visual inspection of the A/C units on the Van Hool 30 foot and 60 foot buses after receipt. All recorded defects noted during the visual inspection shall be corrected prior to proceeding to the Acceptance Testing. The buses shall be operated in revenue service by the District for (7) days after the visual inspection and any corrections are performed. The Acceptance Test is to ensure that the A/C system and related equipment has no impact to the coach performance and operation. During the Acceptance Testing particular attention will be given to monitoring of interior operator area temperatures as it relates to the vehicle structure and surrounding components. The Contractor shall have five (5) working days to correct any diagnosed problem(s). At the discretion of the District the Acceptance Test shall re-start once the problem is resolved and or addressed by the contractor. After the successful completion of the Acceptance Testing the District will then authorize payment to the contractor. Only after the acceptance testing is completed will bus production for the remaining buses begin. I. Quality Assurance The Contractor shall exercise quality control over all phases of production, from initiation of design through manufacturer and preparation of delivery. The Contractor shall maintain drawings, assembly procedures, and other documentation that completely describe the A/C system that meets all the options and special requirements of this installation and procurement. J. Materials Materials, parts and equipment shall be new and of a quality equal to that specified or accepted as the best industry practice. Mechanical, electrical and electronic equipment and components shall be the products from manufacturers of established good reputations regularly engaged in the fabrication of such equipment and components. All materials shall comply with the standards established by ASTM (American Society Testing Materials), SAE (Society of Automotive Engineers), or similar association standards. Materials used shall be duplicate in manufacture design and construction on each coach and be marked with the part number so as to be readily identified in the Contractor supplied parts manual. All materials that are not inherently corrosion resistant shall be protected with corrosion-resistant coatings. Page 17

REQUEST FOR PROPOSAL NO. 2014-10287

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SCOPE OF SERVICES

K. Hazardous Materials It is the design objective of the District to eliminate from the coaches all materials that are or may become hazardous to passengers, operators, or maintenance personnel. Of particular concern are materials that produce toxic smoke or gases when heated. The contractor shall not install any materials that produce toxic smoke or gases when heated to the prototype AC units. The contractor shall be responsible for removal and disposal of any unused equipment, ducts, pipes, excess materials or other hazardous construction debris. L. Support Equipment The Contractor shall submit service maintenance manuals, parts books detailing the material and parts used along with providing safety procedures and tools needed for the District to maintain and operate the A/C prototype unit properly and safely. The District shall have the right to reproduce copies of such documentation for internal use only. The Contractor shall provide eight standard parts listings, system service manuals and wiring schematics as part of this contract. Any special diagnostic software, licensing and cabling for connectivity and diagnostic repair of the air conditioning system using a laptop personal computer must be provided as part of this contract. All software upgrades shall be available at no charge for the life of the product provided. M. Training The contractor shall provide a total of forty (40) hours familiarization and maintenance training for the A/C units installed to technicians at the four (4) operating Divisions and Training and Education (TEC) training staff. Locations: Name

Address

D-2

1177 47th Street Emeryville CA 94608

D-3

2016 Macdonald Ave Richmond CA 94801

D-4

1100 Seminary Ave. Oakland CA 94545

D-6

1757 Sabre Street Hayward CA 94545

Training and Education Center

20234 Mack Street Hayward CA 94545

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REQUEST FOR PROPOSAL NO. 2014-10287

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SCOPE OF SERVICES

2.

TECHNICAL REQUIREMENTS

The rooftop mounted (split system) A/C unit supplied by the contractor shall have a rated cooling capacity of no less than 15,000 BTU’s and operate on twenty-four (24) volts. The A/C system shall provide no less than a 20 degree Fahrenheit temperature drop when measuring the delta between intake (return air) and output air temperature at the operator vents. This efficiency test shall be demonstrated at ambient temperatures of no less than 75 degrees Fahrenheit. The Contractor shall be responsible for the supply and installation of an A/C system and all required electrical panels, connections, cable and material required to power and control the unit. The installation of the A/C ducting must utilize the existing air ducts to make the connection between the installed A/C unit equipment and the operator area. A control panel for the A/C system shall be located in the operator area within easy reach of the bus operator. All activities must include: material, tools, labor, safety equipment, protections and cleaning for the proper installation of the A/C units. A. Parts Information American Cooling Technology (ACT) Kit: ACT-22I 15,000 BTU ARI capacity cooling system using R134A refrigerant The ACT-221 kit (15,000 BTU) consists of the following major components that can be purchased separately: (1) CS-22 24V condenser part # 300-102-24 manufactured by ACT (1) Seltec Belt Driven A/C compressor with 24V clutch part #488-45015 (1) Block type expansion valve (1) A/C Compressor mount bracket part #21-10139 (1) Crankshaft Accessory Pulley part #30100465 manufactured by ACT (1 set) Eaton Aeroquip refrigerant hoses and steel fittings (1) Driver Temperature Control part # ITC-1000F (1 set) Installation harness part #14/2 (1) Evaporator coil and valve part # 400-5600 B. Equipment Installation 1. Condenser The A/C system condenser shall be installed, supported and properly sealed on the roof by using only existing and/or installed structural roof cross members. Installation of the A/C condenser and related components may require some Page 19

REQUEST FOR PROPOSAL NO. 2014-10287

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SCOPE OF SERVICES material modification of the bus structural elements such as the roof structure. The roof mounted A/C condenser shall be installed using the manufacturers recommended brackets and sealed to prevent the entrance of water and/or debris from entering the passenger area. An A/C drier shall be supplied and mounded to the condenser. Consideration for providing the lowest profile on the roof for both condenser and drier to prevent contact with any overhead tree branches / limbs or bus wash systems. Proper sealing of the A/C unit shall be confirmed by performing water testing after installation. All condenser drains shall be routed to the ground and not drain onto the roof. All drains shall be secured every twelve inches and protected from any heat and vibration where required. 2. Evaporator The evaporator and valve shall be installed in the existing Van Hool bus HVAC compartment. The evaporator shall drain outside the vehicle and be secured every twelve inches and protected by heat and vibration where require. Using the existing ducting and vents to the operator area insulation shall be added to reduce any loss in temperature. 3. Compressor and Mounting The A/C compressor shall be belt driven and mounted in the engine compartment. The A/C compressor shall be mounted using one (1) baseplate welded to the bus frame and one (1) adjustable tension compressor bracket bolted to the baseplate. 4. Operator Controls The operator control panel shall have the ability to power the A/C system on and off and vary the temperature when required. Existing operator vents shall be utilized for the operator to adjust air flow and direction. At a minimum the control panel shall provide the operator the ability to select the fan speed and set point temperature. The location of the operator control panel shall be agreed to by the District and the contractor during the A/C system installation process after contract award. Power to operate the A/C unit shall utilize the existing Van Hool temperature control knob on the operator dashboard. The control knob shall interface with the driver display mounted next to the Amerex fire control panel above the operator. Any methods by the contractor to assist in containing the cooler air supplied by the A/C unit in the operator is encouraged by the District. AC Transit District shall have the final approval of any additional containment system such as shields or barriers in the operator area. 5. Wiring/Terminals All power and ground wiring shall conform to specification requirements of SAE Recommended Practice J1127, J1128 and J1292. Double insulation shall be Page 20

REQUEST FOR PROPOSAL NO. 2014-10287

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

REQUEST FOR PROPOSAL NO. 2014-10287

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SCOPE OF SERVICES maintained as close to the junction box, electrical compartment or terminals as possible. All external wiring outside the A/C unit shall be fully insulated and run in flexible conduit throughout the bus. Wiring shall be grouped, numbered and/or color coded. Wiring harnesses shall not contain wires of different voltage classes unless all wires within the harness are insulated for the highest voltage present in the harness. Kinks, grounding at multiple points, stretching and reducing the bend radius below the manufacturer's minimum shall not be permitted. To the extent practicable, wiring shall not be located in environmentally exposed locations above and below the coach. Wiring and electrical equipment necessarily located under the vehicle shall be insulated from water, heat, corrosion, and mechanical damage. Where feasible all wiring associated with the A/C system installation shall be routed away from any high heat sources or shielded and/or insulated from temperatures exceeding the wiring and connector operating requirements. All electrical components, including, switches, relays and circuit breakers, shall be heavy-duty designs with either a successful history of application in heavy duty vehicles or design specifications for an equivalent environment. All electrical wiring harnesses shall be P clamped and supported at no less than twelve (12) inch intervals and protected from heat and vibration. A revised Computer Aid Design (CAD) wiring schematic representing the changes to the bus shall be provided as part of the bid proposal. C. Bus Availability and Scheduling The Contractor is responsible for providing a work schedule with dates as part of the proposal submitted that outlines the schedule for completion for each bus from start to finish. The District will make two (2) buses at a time available for the retrofit. It is the contractor’s responsibility to contact the project manager at least twenty-four (24) hours in advance to schedule a final inspection on the buses being worked on so the next bus can be scheduled for exchange on a one for one basis (Monday – Friday, holidays not included). D. DELIVERY The awarded contractor is fully responsible to transport the buses to and from Alameda and Contra Costa Transit district properties and must satisfy all requirements including a qualified bus operator that includes a valid Commercial Class B California driver license, air brake endorsement and insurance liability requirements. The contractor shall give at least 48 hours in advance notice to Page 21

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SCOPE OF SERVICES the project manager upon completion of the buses in order to schedule the next bus with no delay. Buses will be exchange to the rate of one for one.

(END OF SCOPE OF SERVICES)

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REQUEST FOR PROPOSAL NO. 2014-10287

AC TRANSIT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL No. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES Attachment No. 1: DESIGNATION OF SUBCONTRACTORS To comply with the requirements of the California Subletting and Subcontracting Fair Practices Act, bidder shall list the name and address of each subcontractor, including subcontractor to whom bidder proposes to Subcontract more than ½ of 1 percent of the work, and description and portions of the Work or services Subcontracted. Note: If subcontractors are utilized in a contract awarded from this RFP, Contractor shall submit to the District, on a monthly basis, those payments made to all of their subcontractors. The form for reporting monthly payments to subcontractors will be supplied by the District to the successful contractor after contract award. If there is no opportunity for Sub-Contractor utilization, please indicate on the form with “N/A” and provide an explanation as to why not. Attach additional copies of this form if more space is required. Name: Address: Estimated dollar amount of subcontract & description of work: Is the firm a certified DBE? (YES/NO/PENDING) How many years has the firm been in business? What are the firm’s gross annual receipts for the most recent three years?

Name: Address: Estimated dollar amount of subcontract: & description of work: Is the firm a certified DBE? (YES/NO/PENDING) How many years has the firm been in business? What are the firm’s gross annual receipts for the most recent three years?

(END OF DESIGNATIONS OF SUBCONTRACTORS)

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AC TRANSIT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL No. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES Attachment No. 2: CERTIFICATION OF PROPOSED CONTRACTOR REGARDING DEBARMENT, SUSPENSION & OTHER INELIGIBILITY & VOLUNTARY EXCLUSION (Contractor) knowledge and belief, that it and its principals:

certifies

to

the

best

of

its

Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency; Have not within a three year period preceding this bid been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and Have not within a three year period preceding this bid had one or more public transactions (Federal, State or local) terminated for cause or default. If the Proposed Subcontractor is unable to certify to any of the statements in this certification, it shall attach an explanation to this certification. (Subcontractor) _______________________, CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET. SEQ. IS APPLICABLE THERETO.

Signature and Title of Authorized Official

[END OF CERTIFICATION REGARDING DEBARMENT]

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SAMPLE CONTRACT THIS CONTRACT is made and entered into this _____ day of ______ 2017, by and between the ALAMEDA-CONTRA COSTA TRANSIT DISTRICT (hereinafter "AC Transit" or the "District"), a special transit district established pursuant to California Public Utilities Code, Section 24501 et seq., and _________________________________________ (hereinafter “Contractor”). THE PARTIES AGREE AS FOLLOWS: 1.

SCOPE OF SERVICES Contractor shall furnish the District all services in full accordance with Request for Proposal No. 2017-1397 prepared and issued by the District titled AIR CONDITIONING UNITS FOR VAN HOOL BUSES dated February 6, 2017.

2.

COMPONENT PARTS This Contract shall consist of the following documents, each of which is on file with the District, and is incorporated into and made a part of this Contract by reference: A. Request For Proposal No. 2017-1397and any addenda B. This Contract C. Contractor’s submitted proposal

3.

PERIOD OF PERFORMANCE Services under this Contract shall commence on the date of Notice To Proceed notification, and completed by December 31, 2019. The Contractor shall not be held liable for delays resulting from problems of scheduling on the part of the District.

4.

CONTRACT PRICE The District agrees to pay the Contractor in accordance with their submitted proposal with a not-to-exceed (NTE) total contract price of $_______ for services performed in accordance with this contract. The District and the Contractor must mutually agree upon any adjustments in payment. Invoices for services performed shall be submitted to AC Transit Accounts Payable, P.O. Box 28507, Oakland, California 94604. Payment to the Contractor will be made Net 30 days after receipt of approved invoices. Please reference the Contract Number and Purchase Order Number on all submitted invoices. Failure to do so could delay payment.

Page 25

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SAMPLE CONTRACT 5.

NOTICES Any notices, which may be required under this Contract shall be in writing, shall be effective when received, and shall be given by personal service or by certified or registered mail, return receipt requested, to the addresses set forth below or to such other addresses which may be specified in writing to all parties to this Contract. DISTRICT:

CONTRACTOR:

AC Transit Director of Purchasing and Materials 1600 Franklin Street, 6th Floor Oakland, California 94612 6.

ATTORNEY’S FEES In the event that it becomes necessary for either party to bring a lawsuit to enforce any provisions of the Contract, the parties agree that the court having jurisdiction over such dispute shall have the authority to determine and fix reasonable attorney’s fees to be paid to the prevailing party.

7.

SEVERABILITY If any provision of this Contract is declared void or unenforceable, such provision shall be deemed severed from this Contract, which shall otherwise remain in full force and effect.

8.

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

9.

CONFLICT OF INTEREST By signing this Contract, the Contractor covenants that it presently has no interest, direct or indirect, which would conflict in any manner or degree with the performance of the services called for under this Contract. The Contractor further covenants that in the performance of this Contract no person having any such interest shall be employed by the Contractor, and that the Contractor receives no commissions or other payments from parties other than the District as a result of work performed hereunder. Failure to comply with this provision serves as a basis for termination for default and the collection of any damages. Page 26

AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SAMPLE CONTRACT 10.

ASSIGNMENT The Contractor shall not assign, transfer, convey, sublet or otherwise dispose of the Contract or any right, title, or interest in or to the same or any part thereof without prior consent of the District.

11.

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

12.

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

13.

ENTIRE AGREEMENT This Contract represents the entire agreement of the parties with respect to the subject matter hereof, and all such agreements entered into prior hereto are revoked and superseded by this Contract, and no representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. This Contract may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this agreement shall be void and of no effect.

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AC TRANSIT DISTRICT PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL NO. 2017-1397

AIR CONDITIONING UNITS FOR VAN HOOL BUSES SAMPLE CONTRACT IN WITNESS WHEREOF, the parties have executed this Contract on the dates set forth below.

ALAMEDA-CONTRA COSTA TRANSIT DISTRICT:

CONTRACTOR:

_________________________________ Signature Date Michael A. Hursh General Manager

APPROVED AS TO FORM AND CONTENT:

Denise Standridge General Counsel

_____ Signature

Print Name

Date

Title

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Date