FY22 MCAQD VM TRP ADEQ 5.13.2021.PDF
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DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section I - General Provisions ________________________________________________________________________________________ MARICOPA COUNTY and the REGIONAL PUBLIC TRANSPORTATION AUTHORITY MCAQDTRP-RPTAVM ADEQTRP 1. Agreement No.: (ADEQTRP/CAC) 2. Agreement Type: Cost Reimbursement 3. Agreement Amount: $200,000.00 4. Purpose: Travel Reduction Services 5. Budget Code: ADEQTRP FY22 TRASub 6. Contractor FEI/SSN: 86-0557533 7. Start Date: July 1, 2021 8. Expiration Date: June 30, 2022 This Agreement is entered into by and between Maricopa County by and through its Air Quality Department, referred to hereinafter as the County, and Regional Public Transportation Authority, referred to hereinafter as the Contractor. The Contractor, for and in consideration of the covenants and conditions set forth herein, shall provide and perform the services as set forth below. All rights and obligations of the parties shall be governed by the terms of this document, its Exhibits, Attachments and Appendices, including any Sub-agreements or Amendments as set forth herein and in: Section I - General Provisions Section III - Work Statement Section II - Special Provisions Section IV - Compensation This Agreement contains all the terms and conditions agreed to by the parties. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. Nothing in this Agreement shall be construed as a waiver of any defense in a suit brought against the State of Arizona, Maricopa County, Air Quality Department, or Contractor, in any State or Federal Court. Notice under this Agreement shall be given by personal delivery or by registered or certified mail to the addresses set forth below and shall be effective upon receipt by the party to whom addressed unless otherwise indicated in said notice. Notice to Maricopa County: Maricopa County Air Quality Department Phone: 602-506-6750 ATTN: Director - Air Quality Department 3800 N. Central, Suite 1400, Phoenix AZ 85012 Notice to Contractor: Regional Public Transportation Authority Phone: 602-262-7433 ATTN: Chief Executive Officer 101 N. 1st Avenue, Suite 1400, Phoenix AZ 85003 IN WITNESS WHEREOF, the parties enter into this Agreement: Maricopa County: Board of Supervisors Contractor: Regional Public Transportation Authority Signature: ____________________________________ Signature: ______________________________________ Jack Sellers, Chairman of the Board Scott W. Smith, Chief Executive Officer 6/21/2021 Date: ______________________________________ Date: ________________________________________ Attest: ______________________________________ Attest: ________________________________________ Date: ______________________________________ Date: ________________________________________ Pursuant to A.R.S. §11-952, the Maricopa County Pursuant to A.R.S. §11-952, the Counsel for the Contractor Attorney’s Office has determined that this has determined that this Intergovernmental Agreement is Intergovernmental Agreement is within the powers and within the powers and authority granted under the laws of authority granted under the laws of the State of Arizona. the State of Arizona. Signature: ____________________________________ Signature: ______________________________________ Karen Hartman-Tellez, Deputy County Attorney Michael J. Minnaugh, General Counsel 6/17/2021 Date: 05/13/2021 ______________________________________ Date: ________________________________________ MCAQD_VM FY22 TRP Agreement ADEQ Funds 1 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section I - General Provisions ________________________________________________________________________________________ 1. RECITALS A. The County is empowered by Arizona Revised Statutes Sections 11-951 through 11-954 to enter into this Agreement. B. The Contractor is empowered by Arizona Revised Statutes Sections 48-5122, 48-5123, 28-8131, and 49-582 to enter into this Agreement. 2. EFFECT To the extent that the Special Provisions are in conflict with the General Provisions, the Special Provisions shall control. To the extent that the Work Statement(s) and the Special or General Provisions are in conflict, the Work Statement(s) shall control. 3. DEFINITIONS As used throughout these GENERAL PROVISIONS, the following terms shall have the meanings set forth: A. Agreement means this document and all attachments hereto. B. Contractor means the person, firm or organization listed on the Cover Page of this Agreement. C. Director means the Director of the Maricopa County Air Quality Department. D. Funding Source means any of the County’s Federal, State, or Private funding source(s) which may impose conditions on the funding that will be passed on to the Contractor. E. Travel Reduction Program (TRP) means a program that implements a travel reduction plan by an employer or school and is designed to achieve target reductions in the rate of single-occupancy vehicle trips and/or in the rate of single-occupancy vehicle miles traveled. Reductions can occur through the implementation of various travel reduction measures and/or equivalent emissions reduction measures. 4. GENERAL REQUIREMENTS A. The terms of this Agreement shall be construed in accordance with Arizona law; any action thereon shall be brought in the appropriate court in the State of Arizona. B. The Contractor shall, without limitation, obtain and maintain all licenses, permits, and authority necessary to do business, render services, and perform work under this Agreement, and shall comply with all laws regarding unemployment insurance, disability insurance, and worker's compensation. C. The Contractor is an independent Contractor in the performance of work and the provision of services under this Agreement and is not to be considered an officer, employee, or agent of Maricopa County. 5. AMENDMENTS All Amendments to this Agreement must be in writing and signed by both parties. 6. ASSIGNMENT/SUBCONTRACTING No right, liability, obligation, or duty under this Agreement can be assigned, delegated, or subcontracted in whole or in part, without the prior written approval of the Director. 7. RETENTION OF RECORDS The Contractor agrees to retain all financial books, records, and other documents relevant to this Agreement for five (5) years after final payment or until after the resolution of any audit questions which could be more than five (5) years, whichever is longer. The County, Federal, or State auditors and any other persons duly authorized by the County shall have full access to, and the right to examine, copy, and make use of any and all said materials. MCAQD_VM FY22 TRP Agreement ADEQ Funds 2 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section I - General Provisions ________________________________________________________________________________________ 8. ADEQUACY OF RECORDS If the Contractor's books, records, and other documents relevant to this Agreement are not sufficient to support and document that allowable services were provided to eligible clients, the Contractor shall reimburse the County for the services not so adequately supported and documented. 9. AUDIT DISALLOWANCES A. The Contractor shall, upon written notice thereof, reimburse the County for any payments made under this Agreement which are disallowed by a Federal, State, or Maricopa County audit in the amount of the disallowance, as well as court costs and attorney fees which the County spends to pursue legal action relating to such a disallowance. Court costs and attorney fees incurred will be specifically identified as applicable to the recovery of the disallowed costs in question. B. If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance and the required course of action, which shall be at the option of the County either to adjust any future claim submitted by the Contractor by the amount of the disallowance or to require repayment of the disallowed amount by the Contractor forthwith issuing a check payable to Maricopa County. 10. AVAILABILITY OF FUNDS A. The provisions of this Agreement relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to the County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract and the County shall keep the Contractor fully informed as to the availability of funds. B. If any action is taken by any State department, Federal department, or any other department or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Agreement, the County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Agreement. In the event of termination, the County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services performed are in accordance with the provisions of this Agreement. The County shall give written notice of the effective date of any suspension, amendment, or termination under this section, at least ten (10) days in advance. 11. CONTRACT COMPLIANCE MONITORING A. The County shall monitor the Contractor's compliance with, and performance under, the terms and conditions of this Agreement. Onsite visits for Agreement compliance monitoring may be made by the County and/or its grantor agencies at any time during the Contractor’s normal business hours, announced or unannounced. The Contractor shall make available for inspection and/or copying by the County's monitors, all records and accounts relating to the work performed or the services provided under this Agreement, or for similar work and/or service provided under other grants and Agreements. B. Additionally, the Contractor will provide the County with its yearly Single Audit Report (Report). The County will review the Report and discuss any findings with the Contractor. 12. CONTINGENCY RELATING TO OTHER AGREEMENTS, CONTRACTS AND/OR GRANTS A. The Contractor will, during the term of this Agreement, immediately inform the County in writing of the award of any other Travel Reduction Program related agreement, contract, or grant including any other agreement, contract, or grant awarded by the County where the award of such agreement, contract, or grant may affect either the direct or indirect costs being paid/reimbursed under this Agreement. Failure by the Contractor to notify the County of such award shall be considered in violation of the Agreement and the County shall have the right to annul this Agreement without liability. B. The County may request, and the Contractor shall provide within a reasonable time, a copy of such other agreement, contract, or grant, when in the opinion of the County the award of the other agreement, contract, or grant may affect the costs being paid or reimbursed under this Agreement. C. If the County determines that the award to the Contractor of such other Federal or State agreement, contract, or grant has affected the costs being paid or reimbursed under this Agreement, the County shall prepare an MCAQD_VM FY22 TRP Agreement ADEQ Funds 3 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section I - General Provisions ________________________________________________________________________________________ Agreement Amendment effecting a cost adjustment. If the Contractor protests the proposed cost adjustment, the protest shall be construed as a dispute within the meaning of the "Disputes" clause contained herein. 13. DEFAULT The Director may suspend, modify, or recommend termination of this Agreement immediately upon written notice to Contractor in the event of a non-performance of stated objectives or other material breach of contractual obligations; or, upon the happening of any event which would jeopardize the ability of the Contractor to perform any of its contractual obligations. Such determination will not be made until such time as the dispute process has been exhausted as specified in the Disputes Clause of the Special Provisions. 14. TERMINATION A. Either party may terminate this Agreement at any time, with ninety (90) days’ notice in writing to the other party (unless terminated by the County under Availability of Funds provision). Such notice shall be given by personal delivery or by Registered or Certified mail. B. This Agreement may be terminated by mutual written agreement of the parties specifying the termination date therein. C. The County has the right to terminate this Agreement upon twenty-four (24) hour notice when Contractor’s non- compliance jeopardizes funding source financial participation. If not terminated by one of the above methods, this Agreement will terminate upon the expiration of the term of this Agreement as stated on the Cover Page. D. In the event of termination, the County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services performed are in accordance with the provisions of this Agreement. 15. SEVERABILITY Any provision of this Agreement which is determined to be invalid, void, or illegal shall in no way affect, impair, or invalidate any provision hereof, and remaining provisions shall remain in full force and effect. 16. STRICT COMPLIANCE Acceptance by the County of performance not in strict compliance with the terms hereof shall not be deemed to waive the requirement of strict compliance for all future performance obligations. All changes in performance obligations under this Agreement must be in writing. 17. NON-LIABILITY Maricopa County and its officers and employees shall not be liable for any act or omission by the Contractor or any Subcontractor, employee, officer, agent, or representative of the Contractor occurring in the performance of this Agreement, nor shall these entities be liable for purchases or contracts made by the Contractor in anticipation of the effectiveness of this Agreement. 18. INDEMNITY To the extent permitted by law, each party agrees to indemnify, hold harmless and defend the other, its officers and employees, their officers, boards, commissions, and employees, from and against any and all claims, damages, suits, and proceedings, regardless of the merits, from liability, punitive damages, cost or expense of every type (including reasonable attorney's fees), all or any part thereof arising out of or in connection with or by reason of any act or omission of either party or any of its subcontractors or anyone directly or indirectly employed by the other party. Each party shall include a clause to this effect in all subcontracts inuring to the benefit of the other entity. 19. COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no person or organizational entity has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the County shall have the right to annul this contract without liability. MCAQD_VM FY22 TRP Agreement ADEQ Funds 4 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section I - General Provisions ________________________________________________________________________________________ 20. RIGHTS IN DATA The parties hereto shall have the use of data and reports resulting from this Agreement without cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to this Agreement and to the performance hereunder. 21. NON-DISCRIMINATION The Contractor, in connection with any service or other activity under this Agreement, shall not in any way discriminate against any person on the grounds of race, color, religion, sex, national origin, age, handicap, political affiliation, or belief. The Contractor shall include a clause to this effect in all subcontracts inuring to the benefit of the Contractor or the County. 22. EQUAL EMPLOYMENT OPPORTUNITY The Contractor will not discriminate against any employee or applicant for employment because of race, age, handicap, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, handicap, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor will to the extent such provisions apply, comply with Title VI and VII of the Federal Civil Rights Act; the Federal Rehabilitation Act; the Age Discrimination in Employment Act; the Immigration Reform and Control Act of 1986 (IRCA); and Arizona Executive Order 75-5 which mandates that all persons shall have equal access to employment opportunities. 23. UNIVERSALITY This Agreement is entered into on behalf of Maricopa County in its entirety. Any department, division, or unit, within the County, that has need of the services identified herein may utilize it. 24. ALLOWABLE EXPENDITURES Expenditure of funds advanced, or qualifying for reimbursement, pursuant to this Agreement shall be made by the Contractor only for the following: A. Services or materials approved or appropriated for, and used in, the performance of services herein agreed to be provided. B. Service classifications shown on page 1, Section IV, Compensation, of this contract, the Contractor may request to adjust the dollar amounts providing the total Agreement amount remains unchanged. Request for adjustments shall be made in accordance with written approval by the County. 25. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION A. The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor, defined as the primary participant in accordance with 49 CFR Part 29, and its principals: 1. are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; 2. have not within the three (3)-year period preceding this Agreement 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; 3. are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 4. have not within a three (3)-year period preceding this Agreement had one or more public transactions (Federal, State, or local) terminated for cause of default. MCAQD_VM FY22 TRP Agreement ADEQ Funds 5 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section I - General Provisions ________________________________________________________________________________________ B. Should the Contractor not be able to provide this certification, an explanation as to why should be attached to the Agreement. C. The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Agreement. 26. E-VERIFICATION OF EMPLOYEES A. The Contractor warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges: 1. That the Contractor and its subcontractors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214, subsection A. 2. That a breach of a warranty under subsection 1 above, shall be deemed a material breach of the contract that is subject to penalties up to and including termination of the contract. 3. That the contracting government entity retains the legal right to inspect the papers of any contractor or subcontractor employee who works on the contract to ensure that the contractor or subcontractor is complying with the warranty provided under subsection 1 above and that the contractor agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. 4. That nothing herein shall make any contractor or subcontractor an agent or employee of the contracting government entity. 27. CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS A. The Parties agree that this Agreement and employees working on this Agreement will be subject to the whistleblower rights and remedies in the pilot program on contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation; B. The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by the Contractor and copies provided to the County upon request; and C. The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). MCAQD_VM FY22 TRP Agreement ADEQ Funds 6 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section II - Special Provisions ________________________________________________________________________________________ 1. EFFECT To the extent that the Special Provisions are in conflict with the General Provisions, the Special Provisions shall control. To the extent that the Work Statement(s) and the Special or General Provisions are in conflict, the Work Statement(s) shall control. 2. DISPUTES A. Except as may otherwise be provided for by law, any dispute not involving a question of law arising during the performance of this Agreement that is not resolved between the Parties within thirty (30) days shall be submitted to Maricopa County's contract disputes process as follows: 1. The TRP Supervisor of the County shall reduce their decision to writing and mail or otherwise furnish the Contractor with a copy. The Contractor may abide by the decision or may appeal the decision to the Director. 2. If the Contractor desires to appeal a decision of a Procurement Officer, the Contractor shall be required to submit a written appeal to the Director. The Contractor must file its written appeal within seven (7) working days following receipt of the TRP Supervisor's original decision. The Director shall provide the Contractor with a written response to the appeal within fourteen (14) working days following its receipt. The decision of the Director shall be final and conclusive. 3. A written decision of the Director shall be the final position of the County concerning the dispute, excepting where applicable State or Federal law or regulation specifies otherwise. The Director may convene a review panel to review the dispute issues and recommend the final position. 3. CHANGES A. The Director may, at any time, make changes within the general scope of this Agreement in any one or more of the following areas with the execution by the Parties of a written contract amendment: 1. Work Statement activities reflecting changes in Funding Source or County regulations, policies, or requirements. 2. Administrative requirements such as changes in reporting periods, frequency or reports or report formats required by Funding source or County regulations, policies, or requirements. B. Such order will not serve to increase or decrease the total compensation to be paid the Contractor, or to decrease any guaranteed units of service to be purchased from the Contractor. Additionally, such order will not direct substantive changes in services to be rendered by the Contractor. C. Any dispute or disagreement caused by such written order shall constitute a "Dispute" within the meaning of the Disputes Clause of the Special Provisions of this Agreement and be administered accordingly. 4. INSURANCE A. The Contractor shall have in effect, either by Contractor or through the Contractor’s sub-contractor, at all times during the term of this Agreement, insurance which is adequate to protect Maricopa County, its officers and employees, participants, and equipment funded under the Agreement and shall provide the Director with current documentation of insurance coverage by furnishing a Certificate of Insurance or a certified copy of the insurance policy naming Maricopa County as an additional insured for those coverages required in B.3 and B.4. B. The following types and amounts of insurance are required as minimums: 1. Worker's Compensation 2. Unemployment Insurance as required by Arizona Law 3. General Liability, Bodily Injury, and Property Damage policies that insure against claims for liability for Contractor's negligence for maintenance of unsafe premises brought by clients receiving services MCAQD_VM FY22 TRP Agreement ADEQ Funds 7 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section II - Special Provisions ________________________________________________________________________________________ pursuant to this Agreement and by the lawful visitors of such clients. The limits of the policies shall be not less than $1,000,000 for combined single limit. 4. Automobile Liability, Bodily Injury, and Property Damages: a. Combined single limit, $1,000,000 b. Standard minimum deductible amounts are allowable. Any deductible amounts are the responsibility of the Contractor. C. The Contractor shall immediately inform the Director of any cancellation of its insurance or any decrease in the amounts of coverage, at least thirty (30) days before such action takes place. MCAQD_VM FY22 TRP Agreement ADEQ Funds 8 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section III - Work Statement ________________________________________________________________________________________ FY 2022 TRAVEL REDUCTION PROGRAM SERVICES AND CLEAN AIR CAMPAIGN 1. DEFINITIONS A. CLEAN AIR CONTESTS refers to organized contests open to employees of TRP employers and the general public to encourage use of alternative transportation modes and schedules, with the goal of reducing drive alone trips and vehicle miles traveled. B. CLEAN AIR CAMPAIGN is Maricopa County’s year-round campaign designed to encourage residents to reduce drive-alone trips and miles traveled by using alternative transportation modes and schedules and to educate the public about the causes and solutions to air quality problems. As such, the campaign is intended to support the efforts of major employers in the implementation of their individual travel reduction plans and to promote the use of alternative modes and schedules to the general public. The Clean Air Campaign also addresses year-round air pollution reduction efforts including the summer ozone season and the winter No Burn/Burn Cleaner Burn Better season. C. MAJOR EMPLOYER means a sole proprietor, partnership, corporation, unincorporated association, cooperative, joint venture, agency, department, school, district, or other individual or entity, public or private, subject to the applicability provisions in Maricopa County Ordinance Air Pollution Control Regulations P-7 Travel Reduction Program, Section 1(B). D. PROGRAM-RELATED MATERIALS include all training, promotional and advertising materials, news releases, and public service announcements, being paid for in part or in whole under this agreement. E. REGIONAL means an area which encompasses or overlaps territory within the jurisdiction of two or more political subdivisions of the State of Arizona. F. TRAVEL REDUCTION PROGRAM (TRP) refers to the Maricopa County Travel Reduction Program, a program that develops, implements, and maintains a travel reduction plan by an employer that includes returning the employer report for the annual survey; administering and returning the annual survey; developing, submitting, and implementing a travel reduction plan; and maintaining documentation/records. G. SINGLE OCCUPANCY VEHICLE (SOV) TRIP is a one-way trip to or from residence to or from the place of employment or school by means of automobile, light duty truck, or motorcycle occupied by only the driver. H. TRANSPORTATION COORDINATOR (TC) is a person designated by a major employer to serve as the main person in developing and implementing a Travel Reduction Program. I. TRAVEL REDUCTION PROGRAM PLAN is a written report describing travel reduction measures and/or equivalent emission reduction measures that a major employer intends to implement. J. VOLUNTARY EMPLOYER means an employer that is not included in the definition of major employer and chooses to participate in a travel reduction program. 2. SERVICE DEFINITION Services contained in this Agreement include those activities pertaining to the following: marketing and communication services in support of the Maricopa County TRP and Clean Air Campaign; training TRP employer personnel (Transportation Coordinators and employers); providing technical assistance to major and voluntary employers; and developing, producing and distributing training, collateral, and promotional materials. 3. UNIT OF SERVICE DEFINITION One calendar month of service delivery. (Monthly service periods: July 1, 2021 – June 30, 2022) 4. SERVICE GOAL To reduce the number of SOV trips and the SOV miles traveled for the purpose of improving ambient air quality and to assist employers in complying with the Maricopa County TRP. MCAQD_VM FY22 TRP Agreement ADEQ Funds 9 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section III - Work Statement ________________________________________________________________________________________ 5. SPECIAL SERVICE REQUIREMENTS A. Valley Metro activities undertaken in performance of this agreement are under the general supervision and at the direction of County TRP staff. The planning and implementation of the TRP and Clean Air Campaign activities are coordinated. B. All materials developed by Valley Metro which are funded by this agreement shall be approved by County TRP staff prior to distribution and/or use. C. County TRP staff will make best efforts to furnish Valley Metro approval or disapproval within five (5) working days of receipt of proposed material. D. All materials prepared and used by Valley Metro in performance under this agreement’s funding shall give credit to Maricopa County and the Arizona Department of Environmental Quality, except for those materials prepared in generic form for use by employers. Credit for materials may be in the form of naming each department as a sponsor. E. All material developed in support of the TRP, funded through this agreement, will be prominently identified as "The Maricopa County Travel Reduction Program." F. Subcontractors selected by Valley Metro for performance under this agreement shall be approved in writing by the County regardless of the procedures used in making the selection. G. County TRP staff will provide the following information to Valley Metro to ensure Valley Metro activities are fully coordinated with those of the County: 1. Survey summary analyses upon request and new TC lists twice monthly 2. Notices, agendas, and other public information pertaining to the Travel Reduction Program Regional Task Force when generated 3. Periodic information for articles about the TRP for distribution to major employers as appropriate 6. SERVICE OBJECTIVES AND TASKS The service objectives and tasks for this Agreement are in two parts labeled "TRAVEL REDUCTION PROGRAM SERVICES" and "CLEAN AIR CAMPAIGN." This separation is made to enable Valley Metro to manage activities. Regardless of the separation for management purposes, both activities are coordinated. PART 1: TRAVEL REDUCTION PROGRAM SERVICES The mission of the TRP is to improve air quality by affecting a long-term change in employee commuting behavior. Valley Metro assists employers in implementing policies and strategies to affect commuters’ mode choices, reducing the portion of SOV trips, and/or the SOV miles traveled. The TRP is an important program for improving air quality, decreasing traffic congestion, and conserving energy, and is included within the air quality State Implementation Plan. GOALS: 1. Educate employers and the general public about the goals and requirements of the TRP. 2. Provide assistance and resources to employers in conducting the TRP annual survey, implementing TRP plans, and providing educational and promotional materials for distribution. 3. Provide training to employers on the requirements of the law, alternative transportation modes and schedules, travel reduction strategies, and TRP plan documentation requirements. Objective 1: Provide training and development for TRP employer personnel. 1.1 Provide continuous training to staff of TRP employers (TCs) in administering the TRP annual survey. MCAQD_VM FY22 TRP Agreement ADEQ Funds 10 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section III - Work Statement ________________________________________________________________________________________ 1.2 Provide continuous training to TCs on the development, implementation, and promotion of their approved TRP plans. Develop 5-minute quick-assist videos that reinforce training components and provide ongoing updates. 1.3 Provide more targeted training to new, Year 1, and Year 2 TCs. This may include closely tracking this group to ensure online training is completed. 1.4 Conduct on-going evaluations of training and revise training as necessary to best meet employer needs. 1.5 Develop, update, and implement TRP training materials and courses as necessary. Objective 2: Provide technical assistance to TRP employers. 2.1 Provide an efficient, effective, and proactive technical support program for TRP employers. Develop and implement a schedule of employer contacts based on lists provided by County TRP staff. 2.2 Assist and educate employers in achieving their annual survey minimum response rate for each employer site as required by Maricopa County Ordinance P-7. 2.3 Assist employers in implementing approved TRP plans. Email a standardized written offer of assistance to each TC within 21 days of plan approval to request copies of promotional materials and offer guidance to implement and/or improve promotional materials. Send a close-out email to TCs once review of promotional materials is complete. 2.4 Organize and facilitate webinars or meetings for TCs to help TRP employers comply with their TRP plan and implement travel reduction strategies. 2.5 Provide more targeted education and outreach to new, Year 1, and Year 2 TCs. This may include closely tracking this group to ensure they understand program requirements. 2.6 Assist employers by providing materials, training, and assistance in implementing travel reduction strategies contained in their TRP plans. 2.7 Produce and distribute training and TRP marketing materials. 2.8 Establish Transportation Management Associations (TMA) in Maricopa County to customize assistance for employers and offer increased collaborative opportunities at no expense to members. Objective 3: Monitor and track activities to evaluate the effectiveness of Valley Metro programs and activities. 3.1 Track employer contacts, employee presentations, training attendance, and TC webinar or meeting attendance. 3.2 Update employer databases from employer information provided by County TRP staff. 3.3 Assist County TRP staff in monitoring employer plan implementation. Provide employer assistance histories as needed. Objective 4: Develop and communicate messages and materials that promote increased use of services and programs. 4.1 Develop a marketing campaign that creates awareness of the need for travel demand strategies and encourages the increased use of alternative modes and work schedules in coordination with the Clean Air Campaign and other Valley Metro programs. 4.3 Develop materials for employers and commuters that create awareness of the need for travel demand strategies and encourage the increased use of alternative modes and work schedules. Develop and provide promotional kits for employers, in coordination with the Clean Air Campaign, up to four times annually. These kits may include supplemental materials provided by the County. TC kits should be provided in electronic form, with employers opting in for paper versions. MCAQD_VM FY22 TRP Agreement ADEQ Funds 11 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section III - Work Statement ________________________________________________________________________________________ PART 2: CLEAN AIR CAMPAIGN Valley Metro will coordinate year-round Clean Air Campaign efforts with the TRP to maximize the effectiveness of employer efforts in reducing commute trips and to communicate messages to the general public. GOALS: The goals of the Clean Air Campaign are to: 1. Increase public awareness that one of the main causes of air pollution (carbon monoxide, ozone, and particulate air pollution) is motor vehicles. 2. Encourage the general public to increase the use of alternative transportation modes and schedules. 3. Emphasize the harmful effects of air pollution on the environment and health and educate the public on the solutions. 4. Provide employers with events and materials to enhance their efforts to encourage their employees and/or students to use alternative modes and schedules that will help them comply with the TRP. 5. Encourage major employers as well as smaller employers not addressed by the TRP Ordinance, to participate in Clean Air Campaign activities. 6. Develop, implement, and track events to educate the public that their participation is essential to improve air quality. OBJECTIVES: Objective 1: Execute plans to help increase participation by employers. 1.1 Develop materials and communication strategies to help TCs establish creative clean air and travel reduction programs at their work site. 1.2 Develop, produce, and distribute collateral materials in coordination with the TRP. 1.3 Conduct contests and events. 1.4 Assist employers, employees, and jurisdictions in promoting alternative transportation modes and schedules. 1.5 Integrate Clean Air Campaign literature, events, and programs with the TRP. 1.6 Conduct training to educate employers and provide information on the campaign. Objective 2: Plan and implement a public relations campaign. 2.1 Develop and implement special promotions and events. 2.2 Disseminate information through electronic and no-cost distribution channels as well as through news stories, newspaper articles, and public affairs programs. 7. REPORTING REQUIREMENTS A. Contractor shall submit twelve (12) monthly progress reports to County TRP detailing the activities conducted during the reporting period (the previous month). At a minimum, the reports shall address: 1. The dates of training sessions and meetings, the number attending, and the employers represented 2. The dates, quantity, and description of materials printed 3. Discussions of problems encountered and the resolution of the problem or a description of a proposed solution MCAQD_VM FY22 TRP Agreement ADEQ Funds 12 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section III - Work Statement ________________________________________________________________________________________ 4. The activities of committees and TC meetings and webinars 5. The date and location of promotional events, the purpose and character of each event, a list of the media firms represented, and an assessment of the results 6. A copy of each public service announcement shall be provided as an attachment to the monthly report. An estimate of consumer impressions shall be included in the report 7. Special activities and promotions shall be reported, beginning with initiation of the planning phase for the activity or promotion and continuing through completion of the activity or promotion 8. Activities pertaining to each service task stipulated elsewhere in this WORK STATEMENT shall be reported at the time the activity takes place 9. A discussion of the types of assistance requested by employers and recommendations for modifying training to enhance the knowledge of procedures to make them easier to understand and to facilitate compliance 10. The number of employer assistance contacts will be provided each month by type and by Commute Solutions Coordinator. The number of employers that participated in a review of their approved plan’s promotions will be included in this report B. The monthly report shall be submitted on or before the 15th day of the month following the month of services. C. A draft of the final annual progress report will be submitted on or before the 30th day of the month following the last month of service delivery under this Agreement (July 30, 2022). The final annual report will be submitted by August 30, 2022. The final annual report shall consist of a synopsis of the monthly reports and contain an overall assessment of the year's activities. D. By March 15, 2022, submit a proposed work scope, budget, and program overview for the FY23 program. 8. LICENSURE/CERTIFICATION REQUIREMENTS The Contractor and any subcontractors shall comply with the following standard and/or licensure requirements: All staff providing services under this Agreement shall be qualified to provide services through appropriate training, education, experience, and/or certification/licensure (if applicable). MCAQD_VM FY22 TRP Agreement ADEQ Funds 13 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section IV - Compensation ________________________________________________________________________________________ 1. COMPENSATION Subject to availability of funds and as set forth in Section 10 of the General Provisions, the County will pay the Contractor in the form of line item reimbursement for actual expenditures. Such reimbursement over the term of the agreement shall not exceed the County's share of the agreement amount as determined below. The total budget for the term of the agreement shall not exceed $200,000. 2. METHOD OF PAYMENT General A. The Contractor will submit a line item statement or invoice on or before the 15th day following the month in which services were performed. The statements or invoices will indicate expenses incurred for each line item during the month in which services were performed, and year-to-date expenditures for each line item. B. Subject to the availability of funds and as set forth in Section 10 of the General Provisions, the County will, within thirty (30) working days from the date of receipt of the documents enumerated herein, process and remit to the Contractor a warrant for payment reimbursing the Contractor for approved expenditures for the previous month of service provision or work performance. Should the County make a disallowance in the claim, the claim shall be processed for the reduced amount. If the Contractor protests the amount or the reason for a disallowance, the protest shall be construed as a dispute concerning a question of fact within the meaning of the "Disputes" clause of the Special Provisions of this Agreement. C. The Contractor understands and agrees that the County will not honor any claim for payment submitted six months after date of service. The Contractor understands and agrees that the County will not process any claim for payment for services rendered prior to the expiration date which are submitted 60 days after the expiration date without approval of the Director. D. Payments made by the County to the Contractor are conditioned upon receipt of applicable, accurate, and complete reports from the Contractor. Payments are also conditioned upon assessment by the County that performance by the Contractor does not exceed the scope of this Agreement and that the performance complies with the terms of the Agreement. MCAQD_VM FY22 TRP Agreement ADEQ Funds 14 DocuSign Envelope ID: 608230A9-A6CB-4946-B551-744B81691DD1 Section IV - Compensation ________________________________________________________________________________________ 3. BUDGET Maricopa County Travel Reduction Program / Clean Air Campaign TRP Subcontractor FY22 Budget RPTA / Valley Metro July 1, 2021 to June 30, 2022 ADEQ TRP Period: July 1, 2021 - June 30, 2022 Training & Total Hourly Personnel Rate Assistance Cost Abigail Cooksey-Williams $49.52 270.10 $13,375.35 Day, Suzanne $35.52 360.13 $12,791.82 Duarte, Lillian $39.07 360.13 $14,070.28 Reid, Jeff $25.58 270.10 $6,909.16 Subtotal $47,380.76 Total Hours 1,260.46 Total Hourly Subcontractors Cost $47,146.61 Fringe Benefit 61.75% $29,113.03 Overhead 70.00% $33,002.63 Consultant (Marketing/Graphics) $25,000.00 Consultants (Other) $6,000.00 Reimbursable Expenses (Meetings & Mileage) $10,813.73 Reimbursable Expenses (Postage/Print/Misc.) $48,924.00 Total Subcontractor Expenses $200,000.00 MCAQD_VM FY22 TRP Agreement ADEQ Funds 15