FFY2020 MCAQDTRP RPTAVM AGREEMENT WITH VM SIGS.PDF

Section I — General Provisions
MARICOPA COUNTY
and the
REGIONAL PUBLIC TRANSPORTATION AUTHORITY
MCAQDTRP-RPTAVM
MAGTRP TRMSub
1. Agreement No.: (MAG-Expansion) 2. Agreement Type: Cost Reimbursement
3. Agreement Amount: $356,683.45 4. Purpose: Travel Reduction Services
5. CFDA: 20.205 6. Contractor FEI/SSN: 86-0557533
7. Start Date: Oct 1,2019 8. Expiration Date: September 30, 2020
This Agreement is entered into by and between Regional Public Transportation Authority, referred to hereinafter as RPTA or
Contractor, and Maricopa County by and through its Air Quality Department referred to hereinafter as County. 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 1 - 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 1100, Phoenix AZ 85003
IN WITNESS WHEREOF, the parties enter into this Agreement:
Maricopa County: Board of Supervisors Contractor: Regional Public Transportation Authority
Signature: Signature:
Bill Gates, Chairman of the Board Scott W. Smith, Chief Executive Officer
Date: Date:
Attest: Attest:
Date: Date:

Section I — General Provisions
Pursuant to A.R.S. §11-952, the Maricopa County Pursuant to A.R.S. §11-952, counsel for the Contractor has
Attorney's Office has determined that this determined that this Intergovernmental Agreement is within
Intergovernmental Agreement is within the powers and the powers and authority granted under the laws of the
authority granted under the laws of the State of Arizona. State of Arizona.
Signature: Signature:
Date: Date:
1. RECITALS
A. The County is empowered by Arizona Revised Statutes Sections 11-951 through 11-954 to enter into this
agreement.
B. The RPTA 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 Air Quality Department.
D, Funding Source means any Federal, State or Private Department funding source 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 trip 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.

Section I — General Provisions
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 Department, Federal or State auditors and any other persons duly authorized by the
Department shall have full access to, and the right to examine, copy and make use of any and all said materials.
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 Maricopa County
for the services not so adequately supported and documented.
9. AUDIT DISALLOWANCES
A. The Contractor shall, upon written notice thereof, reimburse Maricopa 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 Maricopa 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 Department that a cost for which payment has been made is a disallowed
cost, the Department shall notify the Contractor in writing of the disallowance and the required course of action,
which shall be at the option of the Department 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 Department for
disbursement. The Department shall be the sole judge and authority in determining the availability of funds under
this Contract and the Department 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
Department may amend, suspend, decrease, or terminate its obligations under, or in connection with, this
Agreement. In the event of termination, the Department 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 Department 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
The Department 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 Department 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 Department'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.
12. CONTINGENCY RELATING TO OTHER AGREEMENTS, CONTRACTS AND/OR GRANTS
A. The Contractor will, during the term of this Agreement, immediately inform the Department 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 Department 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 Department of such award shall be considered in violation of the Agreement and the Department shall have
the right to annul this Agreement without liability.
B. The Department 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 Department the award of the other agreement, contract
or grant may affect the costs being paid or reimbursed under this Agreement.
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Section I — General Provisions
C. If the Department 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 Department shall prepare an
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 on 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 disputes 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 Department 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 Department has the right to terminate this Agreement upon twenty-four (24) hour notice when Contractor
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 Department 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 Department 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
Subcontractor or any employee, officer, agent, or representative of Contractor or Subcontractor 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 or 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 enuring 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 Department shall have the right to annul this contract without liability.
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Section 1— 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 there under.
21. TITLE Vi ASSURANCES
During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest agrees as
follows:
A. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Acts and
the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of
Transportation, Federal Highway Administration, Arizona Department of Transportation, or the Maricopa
Association of Governments, as they may be amended from time to time, which are herein incorporated by
reference and made a part of this contract.
B. Non-discrimination: The Contractor, with regard to the work performance by it during the contract, will not
discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors,
including procurements of materials and leases of equipment. The Contractor will not participate directly or
indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when
the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.
C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations,
either by competitive bidding, or negotiation made by the Contractor for work to be performed under a
subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or
supplier will be notified by the Contractor of the Contractor's obligations under this contract and the Acts and
Regulations relative to Non-discrimination on the grounds of race, color, or national origin.
D. Information and Reports: The Contractor will provide all information and reports required by the Acts, the
Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other
sources of information, and its facilities as may be determined by the Recipient, the Federal Highway
Administration, Arizona Department of Transportation, or Maricopa Association of Governments to be pertinent
to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a
contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor
will so certify to the Recipient, the Federal Highway Administration, Arizona Department of Transportation, or
Maricopa Association of Governments, as appropriate, and will set forth what efforts it has made to obtain the
information.
E. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the Non-discrimination
provisions of this contract, the Recipient will impose such contract sanctions as it or the Federal Highway
Administration, Arizona Department of Transportation, or Maricopa Association of Governments, may determine
to be appropriate, including, but not limited to:
1. withholding payments to the Contractor under the contract until the Contractor complies;
2. and/or cancelling, terminating, or suspending a contract, in whole or in part.
F. Incorporation of Provisions: The Contractor will include the provisions of paragraphs A through G in every
subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the
Regulations and directives issued pursuant thereto. The Contractor will take action with request to any
subcontract or procurement as the Recipient, the Federal Highway Administration, Arizona Department of
Transportation, or Maricopa Association of Governments may direct as a means of enforcing such provisions
including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with
litigation by a subcontractor or supplier because of such direction, the Contractor may request the Recipient to
enter into any litigation to protect the interests of the Recipient. In addition, the Contractor may request the United
States to enter into the litigation to protect the interests of the United States.
G. Pertinent Non-Discrimination Authorities: During the performance of this contract, the Contractor, for itself,
its assignees, and successors in interest the Contractor agrees to comply with the following non-discrimination
statutes and authorities; including but not limited to:
1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stet. 252), (prohibits discrimination
on the basis of race, color, national origin): and 49 CFR Part 21;
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Section I — General Provisions
2. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §
4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because
of Federal or Federal-aid programs and projects);
3. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of
sex);
4. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
5. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination
on the basis of age);
6. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits
discrimination based on race, creed, color, national origin, or sex);
7. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section
504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities"
to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors,
whether such programs or activities are Federally funded or not);
8. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of
disability in the operation of public entities, public and private transportation systems, places of public
accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by
Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
9. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
10. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and
Low-Income Populations, which ensures non-discrimination against minority populations by
discouraging programs, policies, and activities with disproportionately high and adverse human health
or environmental effects on minority and low-income populations;
11 Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,
and resulting agency guidance, national origin discrimination includes discrimination because of limited
English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure
that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
12, Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities (20 U.S.C. 1687 et seq).
22. UNIVERSALITY
This Agreement is entered into on behalf of Maricopa County in its entirety. Any Department, Division, or unit, within
the Department, that has need of the services identified herein may utilize it.
23. 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 adjust
the dollar amounts providing the total Agreement amount remains unchanged. Adjustments shall be made in
accordance with the following:
1. When the cumulative increase exceeds ten percent (10%), prior written approval by the Director is required.
2. When the cumulative increase does not exceed ten percent (10%), written approval is not required.
6

Section I — General Provisions
24. 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 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 statues 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 3-year period preceding this Agreement had one or more public transaction (Federal,
State or local) terminated for cause of default.
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.
25. 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 any subcontractors 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.
26. VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES 435-391.06 AND 35-
393.06 BUSINESS RELATIONS WITH SUDAN AND IRAN
A. By entering into the Contract, the Contractor certifies it does not have scrutinized business operations in Sudan or
Iran. The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the
statements to the Procurement Officer upon request. These warranties shall remain in effect through the term
of the Contract.
B. The County may request verification of compliance for any contractor or subcontractor performing work under
the Contract. Should the County suspect or find that the Contractor or any of its subcontractors are not in
compliance, the County may pursue any and all remedies allowed by law, including, but not limited
to: suspension of work, termination of the Contract for default, and suspension and/or department of the
Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.
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Section 1— General Provisions
27. CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES
OF WHISTLEBLOWER RIGHTS
A. The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower
rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41
§ 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. 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 Contractor and
copies provided to County upon request; and
C. 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).
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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
agreement performance that is not resolved between the parties within thirty (30) days shall be submitted
to Maricopa County's contract disputes process as follows:
B. The TRP Program Manager of the Department shall reduce his 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.
C. If the Contractor desires to appeal a decision of the TRP Program Manager, the Contractor shall submit
a written appeal to the Director. The Contractor must file its written appeal within seven (7) working days
following receipt of the TRP Program Manager'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.
D. A written decision of the Director shall be the final position of Maricopa 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 both parties of a written contract amendment:
1. Work Statement activities reflecting changes in Funding Source or Department regulations, policies
or requirements.
2. Administrative requirements such as changes in reporting periods, frequency or reports, or report
formats required by Funding source or Department 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 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 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
9

Section ll — Special Provisions
receiving services 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.

Section III — Work Statement
TRAVEL REDUCTION PROGRAM SERVICES
October 1, 2019 — September 30, 2020
1. DEFINITIONS
MAJOR EMPLOYER means an employer that employs fifty (50) or more employees and/or students who report to a
single work site or school at least three days per week for at least six months of the year.
PROGRAM-RELATED MATERIALS include all training, promotional materials, news releases and public service
announcements, being paid for in part or in whole under this agreement.
REGIONAL means an area which encompasses or overlaps territory within the jurisdiction of two or more political
subdivisions of the State of Arizona.
TRAVEL/TRIP REDUCTION PROGRAM (TRP) refers to the Maricopa County Travel Reduction Program (TRP), a
county ordinance which requires major employers to achieve a 10 percent reduction in single occupant vehicle
commute travels and/or miles traveled to the workplace.
SINGLE OCCUPANCY VEHICLE (SO'.') TRIP is a one-way trip to or from residence to place of employment or
school by means of automobile, light duty truck or motorcycle occupied by only the driver.
TRANSPORTATION COORDINATOR (TC) is a person designated by a major employer or volunteer employer as the
lead person in developing and implementing a TRP Annual Plan.
TRAVEL REDUCTION PROGRAM ANNUAL PLAN is a written report submitted by a major employer to . Maricopa
County for review and approval which describes the travel reduction measures proposed for implementation by the
employer.
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 herein include those activities pertaining to the following: marketing and communication services
in support of the Maricopa County Travel Reduction Program; training TRP employer personnel (transportation
coordinators and employees); providing technical assistance to voluntary and major employers; and developing,
producing and distributing training and collateral materials.
3. UNIT OF SERVICE DEFINITION
One calendar month of service delivery. (Monthly service periods: October 1, 2019 — September 30, 2020)
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.
5. SPECIAL SERVICE REQUIREMENTS
A. Valley Metro activities undertaken in performance of this agreement shall be under the general supervision
of the Maricopa County TRP.
B. All training, promotional and advertising materials, public service announcements, press releases and other
program-related materials shall be developed with and approved by Maricopa County before distribution
and/or use.
G. Maricopa County agrees to furnish the Contractor approval or disapproval within five (5) working days of
receipt of proposed material developed specifically for the voluntary no-drive day program. Failure of
Maricopa County to furnish approval or disapproval within the five (5) working days shall constitute approval
of such material.
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Section III — Work Statement
D, All reports and maps completed as a part of the agreement, jointly written or produced by the Contractor for
the County, except copies of such documents made for the exclusive internal use of Valley Metro and/or the
County shall give credit to Maricopa County and the Maricopa Association of Governments on the front
cover or a title page, or in case of maps, in the title block which identifies the cooperative parties.
In addition, if any portion of this project is funded from the Federal Highway Administration and/or Federal
Transit Administration, U.S. Department of Transportation, all such documents shall contain the following
disclaimer statement:
"This report was funded in part through grant[s] from the Federal Highway Administration and/or Federal
Transit Administration, U.S. Department of Transportation. The contents of this report reflect the views and
opinions of the author(s) who is responsible for the facts and the accuracy of the data presented herein.
The contents do not necessarily state or reflect the official views or policies of the U.S. Department of
Transportation, the Arizona Department of Transportation or any other State or Federal Agency, This report
does not constitute a standard specification or regulation".
E, All materials prepared and used by Valley Metro in performance under this agreement funding shall give
credit to Maricopa County Air Quality Department and the Maricopa Association of Governments, except for
those materials prepared in generic form for use by employers. Credit for materials developed specifically
for the voluntary no-drive days may be in the form of naming each department as a sponsor.
F. All material developed specifically in support of the Travel Reduction Program, funded through this
agreement, will be prominently identified as "The Maricopa County Travel Reduction Program."
G. Subcontractors selected by Valley Metro for performance under this agreement shall be approved in writing
by Maricopa County regardless of the procedures used in making the selection.
H. Maricopa County will provide the following information to Valley Metro to ensure that Contractor 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
A. Provide technical assistance to TRP employers in achieving the prescribed reductions in SOV trips or
SOV miles traveled through one-on-one assistance, e-newsletters, collateral materials, promotions and
materials. Develop promotional kits for employers and associated collateral pieces up to four times per
year that promote the use of alternative transportation modes and schedules. Promotional kits may be
produced in paper or electronic form.
B. Provide training to TRP employer TCs on the requirements of the law including the survey process, plan
writing and documentation, types of alternative transportation modes and schedules and travel
reduction strategies.
C. Form and facilitate TC workshops and webinars.
D. Monitor and track activities to elevate the effectiveness of training, promotions and collateral materials.
E. Develop and conduct a paid advertising campaign in coordination with the Clean Air Campaign that
encourages use of commute solutions.
F. Produce brochures, informational materials, collateral materials and promotional items pursuant to MAO
Considerations Guidelines for Promotional Items as necessary, to promote travel reduction strategies.
12

Section III — Work Statement
Annual Goals:
1. Maintain the number of technical assistance contacts as compared with the FY19 estimated actual.
FY19 Goal FY19 Estimated • FY20 Goal
Actual
Phone 1,075 706 1,000
Meetings 25 54 60
Mail 1,690 468 600
Emails 9,600 6,467 9,000
Total Contacts 12,390 7,695 10,660
2. Maintain participation in TRP training when compared with FY19 estimated actual.
Intro to TRP (online) 190 200
How to Conduct a TRP
Annual Survey (online) 60 92 90
How to Write a TRP Annual
Plan (online) 50 86 90
How to Implement and
Document a TRP Annual 55 79 80
Plan (online)
3. Maintain TC webinar participation when compared to FY19 estimated actual.
FY19 Estimated
Actual
Online Meetings 12 13 12
Attendees 800 965 1,000
Reporting
Submit an overview of the vision and planning for the FY20 program including highlights of proposed training and
assistance initiatives, operational changes, as well as recommendations to increase TRP compliance results.
Submission of this document is to accompany a proposed scope of work and budget request for the FY21 grant
cycle, due August 15, 2020.
Send monthly reports and invoices to the County on or before the 15 th of the month following the month in which
services were performed in the prescribed format and document work performed by task. All costs incurred in
13

Section III — Work Statement
preparing invoices and reports shall be included in the general and administrative expenses or the overhead.
Monthly reporting shall follow the format below.
Task 2.0 - Fulfill Intergovernmental Agreement between Maricopa County — Travel Reduction Program (TRP) and the
Regional Public Transportation Authority (Valley Metro) to provide training, technical assistance, promotion and
available collateral materials for the Travel Reduction Program (TRP) and Clean Air Campaign.
Percent of Work Completed: %
Task 2.1 - Employer Assistance Services - Provide technical assistance to TRP employers in achieving the
prescribed reductions in SOV trips or SOV miles traveled through one-on-one assistance, e-newsletters, collateral
materials, promotions and materials. Develop promotional kits for employers and associated collateral pieces up to
four times per year that promote the use of alternative transportation modes and schedules.
Work Accomplished:
Employer Phone Contacts
Employer Meetings
Sub-total
Additional contacts:
Email
Mail
Sub-total
Grand Total
Employer Events:
Date Employer Attendees
XXXX 1#1#
XXXX ###
Total Attendance
Special Meetings/Other Events Held:
Problems Encountered:
Reports or Data Produced:
Task 2.2 - Employer Training — Provide training to TRP employer TCs on the requirements of the law including the
survey process, plan writing and documentation, types of alternative modes and schedules and travel reduction
strategies.
Work Accomplished:
14

Section III — Work Statement
Meetings/Events Held:
Problems Encountered:
Reports or Data Produced:
Task 2.3 - Form and Facilitate TC Workshops and Webinars
Work Accomplished:
Meetings/ Events Held:
TCA Name Date Number of Number of Topic
Attendees Employers
TC Workshop
TC Webinar
Totals
Problems Encountered:
Reports or Data Produced:
Task 2.4 Advertising - Develop and conduct a paid advertising campaign in coordination with the Clean Air
Campaign that encourages use of commute solutions.
Work Accomplished:
Meetings/Events Held:
Problems Encountered:
Reports or Data Produced:
Task 2.5 — ShareTheRide.com - Maintain and enhance the online rideshare matching system, ShareTheRide.com .
Enhance ShareTheRicle.com to provide information on drive-alone alternatives. Develop and implement online
contests that encourage commuters to register in the online matching system. Implement up to three commuter
challenges and other contests. Provide support to employers in developing and administering ShareTheRide custom
subsites.
Work Accomplished:
Meetings/Events Held:
Problems Encountered:
Reports or Data Produced:
15

Section III — Work Statement
Schedule:
A. Provide training, technical assistance, promotion and available collateral materials for the Travel Reduction
Program and Clean Air Campaign — ongoing
B. Submit Monthly Reports — 15 days following close of each month.
C. Submit overview of vision and planning including a proposed scope of work and budget request for the FY21
program cycle — by August 15, 2020.
D. Negotiate Intergovernmental Agreement with Maricopa County Travel Reduction Program and the Regional
Public Transportation Authority by September 30, 2020.
E. Submit Draft Annual Travel Reduction Program Report by November 1, 2020.
F. Submit Final Annual Travel Reduction Program Report by November 15, 2020.
16

Section IV — Compensation
Maricopa County Travel Reduction Program
TRP Subcontractor FY2020 Budget
RPTA / Valley Metro
October 1, 2019 to September 31, 2020
MAG TRP/Expansion MAGTRP (TRMSub)
Hours by
TASK 2 REIMBURSABLE EXPENSES Personnel &
Task
Period: October 1, 2019 - September 30, 2020
Rev. 8/23/19 (Raw Direct
1 Labor Training & I Total Prod
Personnel Hourly Ratd, Assistance Hours Cost
Williams Abby $48.081 361.92 361.921 $17,401.11
Day Suzanne $34.481 497.64 497.641 .. $17,158.63
Duarte Lillian $34.481 497.64 497.641 $17,158.63
Lakin Trish $27.331_ 723.84 723.841 $19,782.55
Reid Jeff $24.841_ 542.88 542.881 $13,485.14
Program Coordinator $34.461 904.80 904.8
Total Labor Cost $116,165.47
Total Productive Hours 3,528.72 3,528.721
Total Hourly Subcontractors Cost $116,165.47 $116,165.47
Fringe $71,430.15 $71,430.15
Overhead $93,733.92 $93,733.92
Reimbursable Expense (Postage) $3,000.00 $3,000.00
Reimbursable Expense (Printing) $6,500.00 $6,500.00
Reimbursable Expense (Promotional) $3,000.00 $3,000.00
Reimbursable Expense (Meetings/Mileage/Translations/Mail) $3,100.00 $3,100.00
Reimbursable Expense (Subcontractor - Advertising/Marketing) $14,753.91 $14,753.91
Reimbursable Expense (Subcontractor - Other) $45,000.00 $45,000.00
Total Subcontractor Expenses $356,683.45 $356,683.45
17


DELEGATION OF AUTHORITY
From: Scott W. Smith
Date: September 16, 2019
Delegation Dates: 9/30/19 - 10/4/19
The delegate is hereby authorized to act on my behalf and to approve and sign all documents as necessary
during my absence.
Scott W. Smith
Delegator Name
Qr--(715
Date
Hillary Foose
Delegate Name
Director, Communications and Strategic Initiatives
Delegate Title
Delegat ignatu l' Date
Valfey Farm U. Metro MGMT-06.0 fielega•w Issued of 03i1n019 Author4