Microtransit or General Public Demand–Response Transit Services: State of the Practice (2019)

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106 A P P E N D I X B Request for Proposal for Microtransit Service VIA issued a request for proposal for a Pilot Mobility on Demand Rideshare program. The entirety of the RFP is in this Appendix: Issue Date: March 9, 2018 VIA Contract #18-264 REQUEST FOR PROPOSAL FOR PILOT MOBILITY ON DEMAND RIDESHARE

Request for Proposal for Microtransit Service 107 REV 1 AUGUST 2017

108 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 Page i 1. REQUEST FOR PROPOSAL 1.1 Invitation 1.2 Introduction 1.3 Procurement Schedule 1.3.1 Summary of Salient Dates 1.3.2 Inquiry and Questions 1.3.3 Pre-proposal Conference 1.3.4 Request for Clarification and/or Modifications 1.3.5 Receipt of Proposal 1.3.6 Amendment and/or Postponement 1.4 Acceptance Period 1.5 Evaluation and Selection of Proposals 1.5.1 General 1.5.1.1 Separate Packages 1.5.1.2 Responsiveness 1.5.1.3 Organization of Technical Proposal Materials 1.5.2 Evaluation of Technical Proposal 1.5.2.1 Initial Evaluation 1.5.2.2 Review 1.5.2.3 Evaluation Form 1.5.2.4 Technical Evaluation 1.5.2.5 Further Discussions/clarification 1.5.2.6 Reevaluation 1.5.3 Evaluation of Price Proposal 1.5.3.1 Opening of Price Proposal 1.5.3.2 Scoring 1.5.4 Combined Proposal Scoring 1.5.5 Interviews, Discussions and Negotiations 1.5.5.1 Interviews 1.5.5.2 Negotiations 1.5.6 Best and Final Offer 1.5.7 Contract Award 1.6 Late Submissions 1.6.1 Receipt Prior to Award 1.6.2 Postmark 1.6.3 Courier Delivery Date 1.6.4 Time/date Stamp 1.7 Documents to be Submitted with Technical Proposal 1.7.1 Forms 1.8 Price Proposal Submission 1.9 Disadvantaged Business Enterprise Goal/Target 1.10 Proof of Insurability 2. SCOPE OF WORK, TERMS AND CONDITIONS 2.1 Contract 2.2 Contract Period 2.2.1 Commencement 2.2.2 Performance Deadlines 2.2.3 Term 2.3 General Information 2.4 Scope of Work 2.4.1 Background 2.4.2 Introduction 2.4.3 Requirements 2.4.4 Service Plan

Request for Proposal for Microtransit Service 109 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 Page ii 2.4.5 Work Plan 2.4.6 Project Management 2.4.7 Performance Monitoring and Reporting 2.4.7.1 Provide Bi-Weekly Staff Briefings 2.4.7.2 Provide Quarterly Performance Reports & Service Adaptation Plans (SAP) 2.4.8 Finalize Pilot Service Plan 2.4.9 Fare Structure 2.4.10 Software, Hardware & Equipment Planning 2.4.10.1 Technology Platform Characteristics and Documentation 2.4.10.2 Hardware, Equipment & Vehicles 2.4.10.3 Vehicle Acquisition & Operations Plan 2.4.10.4 Vehicle Operations 2.4.10.5 Software and Hardware Installation Plan 2.4.11 Install and Implement Software and Hardware Components 2.4.12 System and User Training 2.4.13 Technical Support 2.4.14 Customer Service 2.4.15 Pilot Deployment Plan 2.4.16 Marketing & Promotions Plan & Implementation 2.4.17 Substance Abuse Prevention Program 2.4.17.1 Drug and Alcohol Misuse Program 2.4.17.2 Information about Program 2.4.17.3 Other Requirements 2.4.18 National Transit Database Reporting Requirements 3. GENERAL TERMS 3.1 Relationship and Work in General 3.1.1 Assignment of Personnel 3.1.2 Employment of Personnel 3.1.3 Subcontracts 3.1.3.1 Use of Subcontractors 3.1.3.2 Written Approval of VIA 3.1.3.3 Responsibility for Subcontractor(s) Acts 3.1.3.4 Binding of Subcontractors 3.1.3.5 Lack of Privity 3.1.3.6 Consent Not Acceptance of Price or Waiver 3.1.3.7 Cost-Plus Subcontract 3.1.3.8 Substitution of Subcontractors 3.1.3.9 Indemnity 3.2 Termination of Contract 3.2.1 Termination for Convenience 3.2.2 Termination for Default 3.2.2.1 Default 3.2.2.2 Notice 3.2.2.3 VIA Options 3.2.2.4 Compensation & Liability 3.2.3 Termination of Subcontracts 3.3 Breaches and Dispute Resolution 3.3.1 Disputes 3.3.2 Performance During Dispute 3.3.3 Remedies 3.3.4 Rights and Remedies 3.4 Inspection of Work 3.5 Copyright 3.6 Proprietary Rights

110 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 Page iii 3.7 Indemnification 3.8 Ownership of Documents 3.9 Contracting Authority Protection 3.10 Maintenance of Records 3.11 Progress Reports 3.12 Effect of Extensions of Time 3.13 Changes and Modifications 3.13.1 Changes by Contractor 3.13.2 Written Acceptance by VIA 3.13.3 Change Orders/Modifications 3.13.4 Price Requests 3.14 Assignment 3.15 Whole Agreements 3.16 Partial Invalidity 3.17 Titles and Headings for Convenience Only 3.18 Notice, Waiver and Applicable Law 3.18.1 Notices 3.18.2 Waiver 3.18.3 Applicable Law and Venue 3.19 Access to Records and Reports 3.19.1 Audits 3.19.2 Maintenance of Records 3.20 Environmental and Sustainability Management System Program 3.21 General Definitions 4. GENERAL SOLICITATION POLICY PROVISIONS 4.1 Covenant Against Contingent Fees 4.2 Proposers’ Requests and Appeals 4.2.1 Appointments 4.2.2 Pre-proposal Approvals 4.2.3 Submission 4.2.4 Appeal 4.2.5 Final Ruling 4.2.6 Withdrawal 4.2.7 Denial 4.3 Non-collusive Affidavit 4.4 Penalty for Collusion 4.5 Covenant Against Gratuities 4.5.1 Local Government Code 176.006 4.6 Code of Ethics 4.7 Procurement Protest Procedure 4.7.1 Protest 4.7.2 Timeliness 4.7.3 Final Determination 4.7.4 Withdrawal 4.7.5 FTA Review 4.8 Release of Information 4.9 Rejection of Proposals 4.10 Preparation Costs 5. INSURANCE 5.1 General Insurance Requirements 5.1.1 Additional Insured 5.1.2 Waiver of Subrogation 5.1.3 Coverage Primary

Request for Proposal for Microtransit Service 111 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 Page iv 5.1.4 No Commencement Without Coverage 5.1.5 Certificates 5.1.6 No Lapse or Cancellation 5.1.7 Breach 5.1.8 Responsibility of Payments 5.1.9 Own Equipment and/or Property 5.1.10 Other Obligations 5.1.11 Changes 5.2 Specific Insurance Requirements 5.2.1 Workers' Compensation Insurance 5.2.2 Employer's Liability Insurance 5.2.3 Commercial General Liability Insurance 5.2.4 Commercial Automobile Liability Insurance 5.2.5 Subcontracts 6. BILLING AND PAYMENT 6.1 Compensation 6.2 Ceiling Price 6.3 Payments by Contractor 6.4 Discounts 6.4.1 Evaluation of Offers 6.4.2 Binding 6.4.3 Time Computation 6.4.4 Payment Date 6.5 Acceptance of Final Payment 6.6 E-Payables 6.7 Project ID Number 7. FEDERAL PROVISIONS 7.1 Fly America Requirements 7.2 RESERVED 7.3 School and Charter Bus Requirements 7.3.1 Charter Service Operations 7.3.2 School Bus Operations 7.4 RESERVED 7.5 RESERVED 7.6 Energy Conservation Requirements 7.7 Clean Water Requirements 7.8 RESERVED 7.9 RESERVED 7.10 Lobbying 7.11 Access to Records and Reports 7.12 Federal Changes 7.13 Bonding Requirements 7.14 Clean Air 7.15 Recycled Products 7.16 RESERVED 7.17 RESERVED 7.18 RESERVED 7.19 No Government Obligation to Third Parties 7.20 Program Fraud and False or Fraudulent Statements and Related Acts 7.21 Termination 7.22 Government-Wide Debarment and Suspension 7.23 Privacy Act 7.23.1 General

112 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 Page v 7.23.2 Subcontracts 7.24 Civil Rights Requirements 7.24.1 Nondiscrimination 7.24.2 Equal Employment Opportunity 7.24.2.1 Race, Color, Creed, National Origin, Sex 7.24.2.2 Age 7.24.2.3 Disabilities 7.24.3 Inclusion of Subcontracts 7.24.4 Non-Compliance 7.25 Breaches and Dispute Resolution 7.26 Patents and Rights in Data 7.26.1 Rights in Data 7.26.2 Patent Rights 7.27 Transit Employee Protective Agreements 7.27.1 General Transit Employee Protective Requirements 7.27.2 Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. 5310(a)2 for Elderly Individuals and individuals with Disabilities 7.27.3 Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. 5311 in Non-urbanized Areas 7.27.4 Subcontracts 7.28 General Disadvantaged Business Enterprise (DBE) Provisions 7.28.1 DBE Program 7.28.2 General Policy 7.28.2.1 DBE Obligation 7.28.2.2 Contractor/Subcontractor Obligation 7.29 RESERVED 7.30 Incorporation of Federal Transit Administration (FTA) Terms 7.31 Drug and Alcohol Testing 7.32-7.39 [Reserved for future expansion] 7.40 Additional Environmental and Resource Conservation Requirements 7.40.1 Environmental Protection 7.40.2 Air Pollution 7.40.3 Historic Preservation 7.40.4 Mitigation of Adverse Environmental Effects 7.41 Access Requirements for Individuals with Disabilities 8. DISADVANTAGED BUSINESS ENTERPRISE PROGRAM 8.1 Definitions 8.2 Offerors Obligation 8.3 Submission of DBEor/SBE Forms 8.4 Credit Applied to Goals 8.5 Demonstration of Good Faith Effort 8.6 Certification of DBEs and SBEs 8.7 DBEor/SBE Modification or Substitution 8.8 Payment Documentation 8.9 Banks and Financial Institutions 8.10 Sanctions for Non-Compliance with the Agency’s DBE Program Provisions 9. FORMS 9.1 Forms to be Submitted with Proposal 9.1.1 Offer and Certifications Form 9.1.1.1 Good Faith Offer 9.1.1.2 Contractor Compliance with VIA's Drug/Alcohol-Free Workplace Policy 9.1.1.3 Affidavit of Non-Collusion 9.1.1.4 Certification of Restrictions on Lobbying 9.1.1.5 Bid/Offer

Request for Proposal for Microtransit Service 113 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 Page vi 9.1.2 Acknowledgment of Addenda 9.1.3 List of Similar Contracts/References 9.1.4 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion 9.1.5 Business Questionnaire 9.1.6 Conflict of Interest Questionnaire 9.1.7 Certificate of Interested Parties (Form 1295) 9.1.8 Schedule of Participation 9.1.9 DBE or/SBE Participation Certification 9.1.10 DBE or/SBE Unavailability Certification 9.1.11 VIA’s Declaration of Agency Sustainability 9.2 Other Forms 9.2.1 Subcontractor Participation for Payment 10. PRICE PROPOSAL 10.1 Price Proposal 10.1.1 Responsiveness 10.1.2 Completion 10.1.3 Offer ATTACHMENTS: Exhibits 1-2 VIA Headquarters Site Map

114 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 1 PART 1 REQUEST FOR PROPOSAL 1.1 Invitation: VIA Metropolitan Transit (hereinafter “VIA”) is seeking proposals from qualified firms for Pilot Mobility on Demand Rideshare. 1.2 Introduction: VIA is a Metropolitan Transit Authority created according to Chapter 451, Texas Transportation Code (“VIA”) to provide public transportation services for the citizens of Bexar County. The system’s legal name is VIA Metropolitan Transit (VIA). VIA is a Political Subdivision of the State of Texas and governed by a Board of Trustees who are appointed by its County and Municipal Governments. VIA provides fixed route transit service, paratransit service for mobility-impaired customers, special event and park and ride service. In total, VIA’s service area is approximately 1,226 square miles. VIA’s Mission Statement: “To enhance the community’s environment and quality of life by providing regional and customer-oriented public transportation that is dependable, cost effective, and enticing to more riders.” VIA’s Board-adopted Supplier Diversity Policy: VIA is committed to enhancing business/supplier diversity opportunities for all who want to do business with VIA. VIA believes it is fundamental to VIA’s commitment to the local economy to allow competition in order to grow and develop a portfolio of critical and valued business partners. VIA believes that generating open competition brings value to VIA and an ability to leverage the best resources in the marketplace. Supplier diversity increases VIA’s access to creativity and innovation. VIA believes that it is the responsibility of VIA’s Procurement process and the responsibility of every staff member at VIA who secures products and services and who makes purchasing decisions for the Agency to strive to meet this commitment. The VIA Board of Trustees supports VIA’s Procurement overall objectives which focus on obtaining the best quality and service at minimum cost and which guard against favoritism and profiteering at public expense. VIA seeks to provide equal opportunities for all businesses to participate. It is integral element of each VIA staff member’s responsibility to look to minority-and small-business firms for contracting opportunities. Broadening the supplier pool means better service and value for VIA. 1.3 Procurement Schedule: 1.3.1 Summary of Salient Dates: Following are the salient dates of the procurement process: Date Time* Event

Request for Proposal for Microtransit Service 115 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 2 March 1, 2018 Letter of Interest Issued. March 9, 2018 Request for Proposal Issued. March 23, 2018 10:00am Pre-proposal Conference in the Admin Board Room, located at 800 W. Myrtle, San Antonio, Texas 78212. March 30, 2018 Last Day to Submit Request for Clarifications and/or Modifications to the Procurement/Contract Documents. April 19, 2018 VIA's Response to Requests for Clarifications and/or Modifications. May 10, 2018 4:45pm Deadline for submitting Proposal Package. *Unless a specific time is indicated, the time shall be 4:45 (VIA's close-of-business). 1.3.2 Inquiry and Questions: Effective immediately upon release of the Request for Proposal (RFP), and until notice of contract award, all official communications from proposers regarding the requirements of this RFP shall be directed to the Contract Administrator. See section 4.6 Code of Ethics. Proposal Packages must be submitted to, and any requests and all questions must be directed to: VIA Metropolitan Transit Procurement Department Attn: Albert Gonzalez 800 W. Myrtle, Suite 203 P.O. Box 12489 San Antonio, Texas 78212 Telephone: 210-362-2408 Fax: 210-362-2588 E-mail: albert.gonzalez@viainfo.net

116 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 3 1.3.3 Pre-proposal Conference: A Pre-proposal Conference shall be held at the date and time and place as indicated above. All prospective proposers are encouraged to attend. Attendees must present a photo ID for access to the Pre-proposal Conference. 1.3.4 Request for Clarification and/or Modifications: Proposers must submit requests for changes to or approval of equals, clarifications and modifications of the specifications in writing as provided in Section 4.2.2., Proposers Requests and Appeals, of the contract documents. The Request for Proposal documents (which will ultimately form the Contract) can only be modified in writing. The Contracting Officer must receive requests for changes to, or approval of equals, clarifications or modifications to the request for proposal no later than 4:45 p.m., on the date indicated above. The Contracting Officer will issue a response to those requests to all proposers by regular mail no later than the date indicated above. VIA assumes no responsibility for delayed or lost responses. Proposers should contact the Contracting Officer if they believe a response is missing or lost. 1.3.5 Receipt of Proposal: Prior to the time and date indicated above, (in the section entitled, "Summary of Salient Dates") all Proposal Packages shall be delivered to the Contracting Officer at the address indicated above, (in the section entitled "Inquiry and Questions"). Proposal Packages received after the above time and date shall not be considered, except as provided in the section entitled "Late Submissions." An unbound original and 10 bound copies of the technical proposal, and one unbound original of the price proposal shall be submitted in separate sealed packages. The technical proposal package shall be labeled "Technical Proposal – Pilot Mobility on Demand Rideshare” and the price proposal envelope shall be labeled "Price Proposal – Pilot Mobility on Demand Rideshare” and addressed as indicated above, (in the section entitled "Inquiry and Questions"). 1.3.6 Amendment and/or Postponement: VIA reserves the right to postpone, for its own convenience, the deadline for submitting proposals. Further, VIA reserves the right to unilaterally revise or amend the scope of services up to the time set for submitting proposals. Such revisions and addenda, if any, shall be announced by addenda to this solicitation. Copies of such addenda shall be furnished to all prospective proposers. The deadline for submitting proposals shall be at least five (5) working days after the last addendum and the addendum shall include an announcement of the new date, if applicable, for submitting proposals. Any Proposer whose proposal has already been submitted to VIA when the decision to postpone is made shall be afforded the opportunity to revise or withdraw their proposal. 1.4 Acceptance Period: Proposals shall remain valid for a period of ninety (90) calendar days from the date of submission. If a Best and Final Offer has been requested of the Offeror/Proposer, the Proposal shall remain valid for a period of up to ninety (90) additional days from the date of submission of the Best and Final Offer. 1.5 Evaluation and Selection of Proposals: 1.5.1 General:

Request for Proposal for Microtransit Service 117 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 4 1.5.1.1 Separate Packages: Proposers are required to respond to this RFP with two separate packages: a technical proposal and a price proposal. VIA’s Evaluation Committee will first evaluate the technical proposals and determine which are technically acceptable. These will be ranked within a technical competitive range. 1.5.1.2 Responsiveness: In order for a Proposer to be eligible to be awarded the Contract, the Proposal must be responsive to the Request for Proposal, and VIA must be able to determine that the proposer is responsible to perform the Contract satisfactorily. Responsive Proposals are those complying in all material aspects of the solicitation. A Proposer may, at any time after the submission of the Proposal, be requested to submit further written evidence verifying that the firm(s) meets the criteria necessary to be determined a responsible Proposer. Refusal to provide requested information may result in the Proposer being declared nonresponsive, and the Proposal may be rejected. Proposers are expected to agree with the terms contained or referenced herein. Proposers should therefore not make any changes to these terms, nor restate any provisions in their Proposal or supporting material. However, if the Proposer has any specific exceptions, such exceptions should be set forth in a separate letter included with its response to the RFP. VIA is under no obligation to entertain or accept any such specific exceptions. VIA will accept proposals that offer exceptions to VIA’s generals terms and conditions. VIA may negotiate such exceptions with Proposers that fall within the overall competitive range. Should VIA and a proposer fail to come to acceptable terms, that proposer shall be eliminated from consideration for contract award. 1.5.1.3 Organization of Technical Proposal Materials: To enhance the comparability and facilitate evaluation, all proposals must be organized addressing each of the evaluation criteria as set forth in the following section entitled "Evaluation of Technical Proposal." VIA shall appoint an Evaluation Committee to evaluate all proposals submitted for this project. 1.5.2 Evaluation of Technical Proposal: 1.5.2.1 Initial Evaluation: All proposals will be initially evaluated and ranked based on weighted evaluation criteria listed below or that may be issued in addenda. Evaluation criterion is deemed to include any unstated "sub-criterion" that logically might be included within the scope of the stated criterion. 1.5.2.2 Review: The technical submittals shall be reviewed and evaluated by the Evaluation Committee on the basis of the 100 point rating system. The technical evaluation shall be based on the responsiveness of the technical submittal to the needs of VIA and to the requirements of the technical specifications with a maximum numerical rating as indicated herein.

118 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 5 1.5.2.3 Evaluation Form: Each member of the Evaluation Committee shall complete an evaluation form for each technical proposal submitted. The final technical rating for each proposal shall be based on the average of the total score compiled by members of the Evaluation Committee. CRITERIA WEIGHT A. Statement of Project Understanding: 10 B. Project Approach/Work Plan/Project Timeline: 35 Proposal addresses full scope of services necessary to deploy the Pilot Mobility on Demand Rideshare Service, including service plan, technology, vehicles and operators. Proposed Pilot aligns with stated VIA goals. To include approach, understanding, and organization of tasks, understanding of interrelationship of critical tasks, deliverables, clearly identifies who is proposed to complete each task (proposing firm, subcontractor). The Proposer shall prepare a detailed Work Plan, describing each step in the overall review, analysis and completion of the Pilot project. C. Relevant Experience/Past Performance/References/Key Team Members: 25 Proposal demonstrates successful past performance developing and implementing a similar project. Firm and team member qualifications will be considered. Previous experience with FTA funding will also be acknowledged. Provide resumes for the identified members of the team. D. Data Collection/Reporting: 15 Proposal describes a plan for measuring project performance, including indicators that are tied to project goals, such as ridership, origin/destination data, or other relevant metrics. Technology platform interface enables VIA to access all pilot related ridership and performance data and create standard and customizable reports with ease. E. Agility of Pilot/Quality Control/Performance Monitoring: 15 Coupled with tracking performance of the program to ensure success, proposal identifies plan to modify the Pilot if it is not performing as intended, to better serve demand, or resolve unanticipated issues. This section should address the expansion of the Pilot service from zone 1 to zone 2 identified in the exhibits. Contractor’s internal controls, communications with VIA for adequate and timely responses, and provide assurance for complete delivery of services. TOTAL 100

Request for Proposal for Microtransit Service 119 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 6 The proposal must have eleven (11) tab dividers labeled in accordance with this format. Proposals should be submitted in three-ring binders. To be acceptable, proposals shall not be more than 100 pages single-sided or 50 pages double-sided with both using twelve (12) point or greater font size. The total pages does not include the table of contents, cover letter, resumes, required forms, and brochures. Each resume shall be a two (2) page maximum, double-sided using twelve (12) point or greater font size. Proposals shall be formatted as follows: 1. Table of Contents 2. Cover Letter - This letter should be on company letterhead and addressed to VIA with a statement of the Proposer’s basic understanding of VIA’s needs. The names, the business address and telephone numbers of your firm’s officers, directors and associates along with the names and addresses of any parent or subsidiary of your company. Your information should describe the nature of the work and the line of authority of these individuals as they relate to this project. Please clearly state which services within the scope your firm proposes to provide and which services will be subcontracted. Include the name, office address, email and telephone number of your firm’s primary point of contact. As appropriate, also include the names and qualifications of subcontractors and/or associates that will assist on this project. 3. Statement of Project Understanding - Describe your firm’s understanding of VIA’s existing conditions, challenges, and needs. Clearly state your understanding of the project goals, needs, and any significant opportunities or constraints posed by the Pilot. Briefly discuss how your proposed approach aligns with VIA’s stated goals and objectives. Acknowledge the requirement to meet all FTA rules and regulations including the Substance Abuse Prevention Program. (2 page limit response) 4. Project Approach - Provide a clear statement of the general approach to be undertaken on the project, including the level of effort required for the work proposed. Submittals are to propose a comprehensive Pilot project approach, describing a specific operational model, technology platform, service territory, vehicle acquisition scheme, and marketing and performance monitoring plan. If your proposal requires a modification or addition to the Scope of Work in the interest of innovation, please state this here and describe why your approach varies and is innovative. Please address each of the following questions/considerations in the Project Approach section: A. Service Model Overview: Include information on schedule and route operations. Describe how the operational model would function from the perspective of the Operator, VIA, and theUser. 1. What is innovative about your proposed approach? 2. Why is your proposed approach the best fit for VIA? Explain your reasoning for proposing the specific service model in your approach. 3. How many participants or people do you estimate will be reached by the project?Explain. 4. Describe the user experience and process for a user requesting a ride. Can the platform support various booking modes? 5. Does your model provide door-to-door service and /or a guaranteed pick-up/drop-off within a certain distance or walkable timeframe? Explain. 6. Is your model based on Flexible service, fixed stops or a mix of the two? Explain the benefit of this approach. 7. Describe how customer service is handled.

120 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 7 8. Provide an estimate of anticipated ridership at one month, six months and one year. B. Service Area and Operating Hours: Describe and include a map showing the proposed service areas and stop locations, if applicable. 1. What days and hours of operation does your approach propose? 2. How Flexible are the proposed service/coverage areas? 3. Do you propose to integrate fixed stops? If so, how? 4. How will you determine if a service area needs to be revised? 5. Do you propose any modification to the proposed identified innovation zone area? C. Fleet: Describe type and quantity of vehicles required to serve the proposed Pilot coverage area(s)/location(s). 1. Are the vehicles owned, leased or sub-contracted? 2. Is the proposed fleet all the same vehicle type or a mix? Why? 3. How many wheelchair accessible vehicles are proposed? 4. How old are the vehicles? 5. Are the vehicles able to be branded specifically for VIA? 6. Describe your ability to scale the number of vehicles up or down based on demand. 7. Describe your ability to scale up for special events such as Fiesta, Spurs games etc. 8. Describe the approach to fleet maintenance and storage. D. Technology Platform and Hardware Requirements: Describe the features and functionality of the technology platform and hardware requirements. 1. What technology platform will enable the On-Demand service component of the Pilot? 2. Is the technology capable of providing a fully automated scheduling, dispatching, and reservation system for a demand responsive service? 3. Describe if/how your platform handles fare collection. Would your system be able to integrate with third party fare collection systems? Would your system be able to accept VIA’s smart card for fare payment? Describe the ability of the system to allow different fare structures (i.e., senior fare, student fare). 4. How do you propose to share data gathered from the Pilot with VIA? E. Operator(s): Describe who you propose would operate the Service, both the system and the vehicles. 1. Describe the role of the operator in determining route or who to pick up in your platform. Does the operator have the ability to decide if they will or will not pick up a rider? 2. Describe the background check process on operators. 3. What information does the user see about the operator? Can a rider choose another operator? 4. How will insurance and liability coverage be provided? F. Performance Evaluation Plan: Describe the procedures and methodologies that can be used to calculate and compile results during and after the project. Discuss details of reporting capabilities of technology platform or software, ease of use, list specific types of data that can be collected/shared with VIA to improve transportation planning. 1. When/how often should the Pilot be assessed for performance? 2. Describe the data this platform collects and any reports that can be generated from it including standard reports (if applicable). Describe to what extent data collection and reporting can be customized to suit the agency’s needs. Can this customization be performed by the agency? 3. Can the service be modified if the program/project is not performing as intended? If so, how?

Request for Proposal for Microtransit Service 121 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 8 4. Confirm the following data needed to measure performance can be provided: • Ridership – total, by type of rider, by revenue hour • Travel times • Trip denial rate • Booking abandonment rates • Percentage of time headways are met • Revenue – total, by type of rider • Vehicle performance and reliability • Number and success of marketing events – audience reached • Calls for customer service G. Accessibility: Discuss any limitations to your proposed Pilot service model. 1. How would the service accommodate limited mobility residents, such as seniors or physically impaired users? 2. How would the service accommodate unbanked users? 3. How would the service accommodate users who do not have a Smartphone or data plan? 4. How would the proposed service enhance connections to other mode choices, such as existing fixed route transit? H. Marketing and Promotions Plan: Describe Proposer’s approach to marketing and promoting the new service within VIA service area. 1. Include examples of marketing strategies employed for other services. 2. How will branding will be used to market the service? 3. What specific promotional events are anticipated to market the service? 4. How do you measure the success of marketing efforts? I. System and User Training and Support: Describe the program used to train operators and dispatchers/schedulers. Describe how VIA will be trained to use any dashboard/reporting tools. 1. Describe the technical support available if operators need assistance while providing service. 2. Describe the technical support available if VIA needs assistance using backend tools or creating reports. 5. Work Plan – The Proposer shall prepare a detailed Work Plan, describing each step in the overall review, analysis and completion of the Pilot project in accordance with the Scope of Work. In the interest of innovation, the Proposer is encouraged to modify the item included in the Scope of Services or include additional tasks that it feels should be included to develop a successful Rideshare Service, accompanied by an explanation for the modification or addition. Clearly indicate who will be responsible for specific tasks and services included in the Work Plan. This Work Plan shall contain the following elements, but will not be limited to: • Work elements separated into tasks and phases • Identification of key staff by work activity • Identification of schedule start and stop dates for each activity • Expected deliverables / results • Key milestones 6. Project Timeline - Provide a schedule for performing the tasks identified in the Scope of Work and based on VIA’s desire to start the pilot service in the first innovation zone in Fall 2018.

122 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 9 7. Relevant Experience/Past Performance/References/Key Team Members - Please provide (i) a brief description of the history and background of your firm, (ii) the nature and scope of the firm’s experience, if any, in handling projects for public transit or transportation agencies and (iii) how many years the firm has been in business. Describe the firm’s direct experience on at least three (3) projects of similar size, scope and complexity completed in the past five years. Provide the name, address and telephone number of persons who may be contacted as references. Proposer shall also include dates, locations, costs, and project managers for these previous projects. Proposer shall similarly discuss the qualifications of all other firms proposed to be utilized in the performance of the work if joint venture partners are proposed or if subcontractors are to be used for substantial portions of the work. Please also provide firm size, number of employees, primary type of business, other affiliated businesses or services, and other descriptive material. This shall also include the following information: Your firm’s legal name, address, telephone number, fax number, e-mail, and web address. Provide a written description of your firm’s knowledge areas and relevant experience. Specifically, please cite any experience or knowledge of the following: • Public transportation planning and operations • Implementing projects funded through Federal Transit administration (FTA) funds • Implementing demand responsive, innovative mobility systems, including overall project outcomes and lessons learned • Implementing automated scheduling, dispatch, and reservations systems, including setting accuracy and performance criteria • Incorporating passenger fare (cash, non-cash) as part of the fare payment • Marketing new service to an auto-centric market Include an organizational chart and an explanation, should more than one function be performed by an individual. Submit abbreviated resumes featuring experience, qualifications and skills for key staff most relevant to this RFP. Resumes should include dates, number of years of experience in both their field of expertise and with the proposed firm, as well as other relevant information. Include the expected amount of involvement for each Proposer team member. Describe your firm’s available resources and capability for actually undertaking and performing the work. Provide a written narrative describing your firm’s ability and specific approach to providing the services requested in this RFP. Indicate if specific tasks will be subcontracted. Any changes in key personnel after the award of the contract must be approved by VIA before the change is made. 8. Data Collection/Reporting 9. Agility of Pilot/Quality Control/Performance Monitoring 10. Other Information - Since the preceding sections are to contain only the data that is specifically requested, any additional information that is considered essential to the proposal should be included in this section. If there is not additional information to present, state “There is no additional information we wish to

Request for Proposal for Microtransit Service 123 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 10 present.” Proposers may also include a brief description of suggested approaches to develop financial partnerships to help fund the service. This information may be based on past experience and/or new and innovative suggestions. 11. Required Forms (Forms from Part 9 of the RFP document)

124 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 11 1.5.2.4 Technical Evaluation: Following an initial evaluation and ranking of the technical proposals submitted, VIA will identify those firms technically qualified to perform the work regardless of price. If VIA determines that a Proposal is not technically sufficient or a Proposer is not technically qualified, that Proposal will not be evaluated further. VIA will return the unopened Price Proposal to the Proposer after award. (See Part 1.5.3.1 below) 1.5.2.5 Further Discussions/clarification: After determining which of the technical proposals are within the competitive range, the Committee shall determine whether acceptance of the most favorable initial proposal without discussion is appropriate and in the best interest of VIA or whether negotiation should be conducted with all proposers within the competitive range. If the Committee determines it is in the best interest of VIA to enter into negotiations with the proposers in the competitive range, the committee may submit, only to the proposers in the competitive range, questions regarding their proposals which it feels are appropriate for discussion or which need additional clarification. Proposers shall be prepared to respond, in writing, to all questions within the time frame provided by the Technical Evaluation Committee. If deemed necessary by the Committee, oral interviews and discussions with the proposers may be required. 1.5.2.6 Re-evaluation (if necessary): When discussions (if conducted) have been completed, the technical proposals from the proposers in the competitive range shall be re-evaluated and ranked on the basis of documented changes and modifications to the proposals. All changes or modifications to the proposal must be documented in writing to be considered in the re-evaluation. 1.5.3 Evaluation of Price Proposal: 1.5.3.1 Opening of Price Proposal: VIA will only open and evaluate the Price Proposals of those firms who are determined to be technically acceptable to perform the work and ranked within the technically competitive range. All other price proposals shall be returned unopened and will be returned after award upon the request of the proposer. VIA will shred all unopened price proposals that are not requested within 14 days of notification of contract award. 1.5.3.2 Scoring: The Selection Committee’s recommendation for award of this contract shall be based on the highest total points for each submittal. This number shall be arrived at by adding the average total rating for the Technical Proposal to the point rating determined for the Price Proposal: Lowest Price X 40 points = Price Score Firm’s Price The price score of Firm B is shown in the following example:

Request for Proposal for Microtransit Service 125 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 12 Firm Price Proposal Price Score A $100 40.00 points B $125 32.00 points C $115 34.78 points $100.00 (Lowest Price, Firm A) X 40 points = 32 points $125.00 (Firm B Price) 1.5.4 Combined Proposal Scoring: The sum total points scored on both the technical (100-point maximum) and price (40-point maximum) will be considered in the determination of the overall competitive range and contract award. An example of the combined scoring follows: Firm Technical Score Price Score Total Score A 89 points 40.00 points 129.00 points B 86 points 32.00 points 118.00 points C 93 points 34.78 points 127.78 points In this example, Firm A is the highest rated firm in the overall competitive range. 1.5.5 Interviews, Discussions, and Negotiations: 1.5.5.1 Interviews: The committee will determine whether acceptance of the most favorable initial proposal without discussion is appropriate, or whether interviews and/or discussions should be conducted with all Proposers within the competitive range. VIA personnel may visit the Contractor's work facility during the evaluation period. 1.5.5.2 Negotiations: The committee or designated members of the committee may negotiate with each Proposer whose proposal falls within the overall competitive range. Each Proposer remaining within the overall competitive range at the close of negotiations may be allowed to submit a final supplement called a "best and final offer." 1.5.6 Best and Final Offer: The best and final offer will contain all information and documents necessary to state the Proposer's entire proposal without reference to the original proposal or to any

126 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 13 supplements that may have been submitted during negotiations. All Proposers that submit best and final offers will be evaluated by the committee, or designated committee members, based upon those best and final offers. 1.5.7 Contract Award: Award will be made to the responsible firm whose proposal is most advantageous to VIA. Accordingly, VIA may not necessarily make an award to the Proposer with the highest technical ranking nor award to the Proposer with the lowest Price Proposal if doing so would not be in the overall best interest of VIA. 1.6 Late Submissions: 1.6.1 Receipt Prior to Award: Any proposal received at the office designated in the solicitation after the exact time specified for receipt will not be considered unless it is received before award is made and it: (a) was sent by registered or certified mail and postmarked not later than the fifth calendar day before the date specified for receipt of proposals (e.g., a proposal submitted in response to a solicitation requiring receipt of proposals by the 20th of the month must have been postmarked on or before the 15th); or (b) was sent by courier service which guaranteed delivery by the submittal deadline; or (c) is the only proposal received. 1.6.2 Postmark: The only acceptable evidence to establish the postmark date of a proposal or modification sent by registered or certified mail is the U.S. or Canadian Postal Service postmark on the wrapper or on the original receipt from the U.S. or Canadian Postal Service. 1.6.3 Courier Delivery Date: The only acceptable evidence to establish the courier service guaranteed delivery date is a receipt or other documentary evidence which will establish that the proposal or modification was sent by a courier service to be timely delivered. 1.6.4 Time/date Stamp: The only acceptable evidence to establish the time and date of receipt at VIA is the time/date stamp on the proposal wrapper or other documentary evidence of receipt maintained by VIA.

Request for Proposal for Microtransit Service 127 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 14 1.7 Documents to be Submitted with Technical Proposal: The following documents/forms (attached hereto in the sections indicated) must be completed by the Offeror and submitted with the Technical Proposal. Failure to do so may deem the Proposal as non-responsive. 1.7.1 Forms: 9.1.1 Offer and Certifications Form 9.1.2 Acknowledgment of Addenda 9.1.3 List of Similar Contracts/References (This form must be submitted for all Subcontractors) 9.1.4 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion (This form must be submitted for all Subcontractors) 9.1.5 Business Questionnaire (This form must be submitted for all Subcontractors) 9.1.6 Conflict of Interest Questionnaire 9.1.7 Certificate of Interested Parties (Form 1295) [ For solicitations valued at $100,000 and above] 9.1.8 Schedule of Participation (Proposed DBE firms must be certified with VIA by the proposal due date) 9.1.9 DBE or /SBE Participation Certification 9.1.10 DBE or/SBE Unavailability Certification 9.1.11 VIA’s Declaration of Agency Sustainability 9.1.12 VIA’s Environmental Sustainability Management System (ESMS) 1.8 Price Proposal Submission: Proposers must submit their Price Proposals utilizing the forms provided in this document as Part 10, Price Proposal. 1.9 Disadvantaged Business Enterprise Goal/Small Business Enterprise Target for Federally Assisted Contracts and Small Business Enterprise Participation (%) for Locally Funded Contracts: VIA has established opportunities for small business enterprise “Target or Participation” on both federally and locally funded contracts which foster small business enterprise cooperation regardless of race or gender. VIA confirms SBE certification through its certifying agency, the South Central Texas Regional Certification Agency (SCTRCA) or other affiliated Unified Certification Agencies. VIA, as part of its Business/Supplier Diversity Policy, sets “SB Participation” (small business participation percentage to be achieved) in all phases of VIA’s contracting activities and encourages all small businesses to seek work as either a prime Contractor or a subcontractor when qualified and when work is available. VIA staff will: • review scope of work/task breakdowns and Independent Cost Estimates (ICE) to determine if SBE participation contracting opportunities exist; • reduce the complexity and potential scope of large multiple-award contracts so that possible contracting opportunities encourage small business participation as a prime contractor. In addition, when possible, VIA may unbundle large contracts.

128 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 1 PAGE 15 VIA established a SBE participation goal of 7 % for this procurement. The SBE participation percentage is based on the scope of work for this project. Proposals that fail to meet this goal or to provide proper and acceptable documentation showing that a good faith effort was made to meet the goal will be deemed non-responsive. Please see section entitled “Disadvantaged Business Enterprise” or contact VIA’s DBE/SBE office at 210- 362-2077 for information regarding VIA’s DBE/SBE program which now includes DBE goals, SBE Targets for federally assisted contracts, per FTA guidelines, and a Small Business Participation Program for locally funded contracts. 1.10 Proof of Insurability: Proposers must submit a copy of their current certificate of insurance (COI) with their proposal. If the COI does not include the required coverage and minimum limits as specified in the RFP, Proposers must also submit a letter from their insurance provider stating the provider’s commitment to insure the Proposer, if awarded the contract, for the types of coverage and at the limits specified in the RFP.

Request for Proposal for Microtransit Service 129 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 1 PART 2 SCOPE OF WORK, TERMS AND CONDITIONS 2.1 Contract: Submission of a proposal constitutes an offer to perform the work specified and to be bound by the terms contained or referenced herein. Upon acceptance of the offer, and upon award of the Contract to the successful offeror (if any), this procurement solicitation document (entitled "Request for Proposal") together with the completed and executed forms required herein, and all attachments hereto, together with the documents listed below (incorporated into this Contract by reference) shall collectively constitute the Contract. In case of any conflict among these documents where the intended resolution is not clear, the order of precedence shall be: 1) Change Orders or Contract Modifications 2) Best and Final Offer 3) Negotiation Memorandum (if any) 4) Addenda to the RFP 5) VIA’s Scope of Work, Terms and Conditions 6) Contractor’s original proposal 2.2 Contract Period: 2.2.1 Commencement: Contractor agrees to commence work within ten (10) business days from the date the Contract is awarded. 2.2.2 Performance Deadlines: Subject to any delays by strikes, fires, or other casualties, and any other causes of delay over which the Contractor may have no control, Contractor agrees to use due diligence in completing the work set out in the Scope of Work 2.2.3 Term: The term of the contract is for one (1) year. Following the initial one year term, VIA may, at its option, extend the contract for four (4) additional one-year terms. 2.3 General Information: 2.3.1 The Contractor, in accordance and compliance with the terms, provisions and requirements of this Contract shall manage, perform and provide all activities and services and produce all reports set out in the Scope of Work. Modifications or alterations to the Scope of Work may be made only pursuant to prior notification and written approval of VIA.

130 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 2 2.4 Scope of Work: 2.4.1 Background: VIA Metropolitan Transit provides regional multimodal transportation options that connect our community to opportunity, support economic vitality and enhance quality of life throughout our region. In total, VIA’s service area is 1,226 square miles, which is 98 percent of Bexar County. The service area is made up of the unincorporated parts of Bexar County. VIA is currently conducting Comprehensive Operations Analysis (COA). COA is VIA’s review of existing services and how these services are functioning in the Greater San Antonio Region. The first step in developing the plan is to conduct a route-by-route study of existing VIA services that explore opportunities to increase ridership and enhance service efficiency and cost effectiveness. The COA has identified innovation zones where low performing routes or route segments can be substituted with innovative mobility options. Low-density suburban routes or routes serving outlying cities have seen relatively poor ridership as a result of long travel times and small transit catchment areas. In addition, transit stops also lack complementary multi-modal options to help transit riders complete the first and last few miles to and from destinations. VIA is broadly exploring opportunities to optimize transit network efficiency, define a role for Mobility on Demand Rideshare services and prepare for future transportation technologies. VIA specifically is looking at small or medium size vehicles operating within a pre-defined zone based on the passenger requests, where passengers can use a cell phone app or call in to request a driver to meet at a particular time and location. Given the exploratory nature of this effort, this RFP is designed to provide Flexibility in soliciting responses from a broad pool of experts spanning transit services and operations, technology providers, transportation network companies, startups, transit vehicle vendors, and marketing and promotions specialists, and other services necessary to deploy the Pilot Mobility on Demand rideshare project. 2.4.2 Introduction: VIA Metropolitan Transit (VIA) is soliciting proposals from qualified private mobility service and technology providers to assist with the development and implementation of a one (1) year Pilot Mobility on Demand rideshare project, with the option of extending the contract based upon the Contractor’s successful performance and funding for this project. A turnkey solution is desired, and proposals should include provisions for the items included in the Scope of Work. The Mobility on Demand service is meant to serve the general population by providing shared rides. The Pilot project is anticipated to initially be locally funded, but later, may be funded using federal funds, as available. The service model and geographic extent of the Pilot may be scaled to match available resources, contingent upon the award of funding.

Request for Proposal for Microtransit Service 131 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 3 Goals: • To improve mobility for all, expand mobility options within low-density areas • To provide access to jobs, educational institutions and VIA’s fixed route transit Whether the Mobility on Demand service is used to begin a trip or complete a trip, or as a complete trip solution, riding the new service will be intuitive and user-friendly. It is also designed to encourage the use of public transit, rather than single-occupancy vehicles. The Pilot will ultimately inform a broader planning effort, the Short-Term Transit Service Plan (STTSP). VIA requires full access to, and ultimate ownership of all, data associated with the Pilot to inform strategic transportation planning efforts. Qualified firms are invited to propose an innovative and Flexible transportation model aimed at encouraging Mobility on Demand, i.e. ridesharing and alternative transportation solutions to connect key areas of the VIA service areas. VIA envisions an easily scalable service model that integrates real-time, dynamic operations technology and the “right-sizing” of vehicles based on demand. The technology should enable a full automated scheduling, dispatching, and reservation system for a demand responsive transportation service. Objectives: • Test the impact of a Mobility on Demand Rideshare Service through a short-term project model on the pilot innovation zone • Test the applicability of the pilot project model to multiple innovation zones • Better understand demand and willingness to use a rideshare service • Acquire data to allow for detailed analysis of service performance and opportunities for improvements. • Improve alternative transportation options compared to personal vehicles or traditional single occupancy transportation networking companies through competitive or reduced travel times, convenience, cost effectiveness and improved overall trip experience • Reduce congestion and improve traffic flow by reducing vehicles on the road COA has identified multiple innovation zones for the Mobility on Demand rideshare service application. Exhibit 1 illustrates innovation zone 1. Exhibit 2 illustrates innovation zone 2. The proposer may suggest refinement to the boundaries for each zone for efficiency and effectiveness of service operations and delivery. COA draft plan is seeking public comments in the spring of 2018 and resulting comments and subsequent developments of the final COA plan, innovation zone areas may undergo modification or additional zones may be added. For the purpose of this RFP, the proposal shall address the expansion of identified innovation zones. 2.4.3 Requirements: Turnkey solution provided through a single contract to include the following items: • Real-time, dynamic service • Software application/platform necessary for scheduling, dispatch, user interface, data collection and to the greatest extent feasible be usable by persons who are disabled

132 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 4 • Reporting, backend dashboard • Vehicles – owned or leased by vendor including wheelchair accessible vehicles • Operators • Operation of service • Customer service during the hours of operation • Storage of vehicles • Maintenance of vehicles • Marketing of service • 7 days of service per week • Span of service to be comparable to that of fixed route service nearest to the zone. Fewer service hours may be proposed for Saturday & Sunday service, but should consider VIA special events service if applicable. • Headways (pickup times for a rider) of no more than 30 minutes. Headways may vary between different service zones. • Ability for riders to travel within identified innovation zone and /or to the identified transit stop location • Data sharing and ownership by VIA • Ability to apply different rate structures to riders (i.e. senior, student, etc.) • Customer service must be available during all hours when service is operational • Ability to request a wheelchair/scooter accessible vehicle on-demand • Service option for those without a smart phone, internet access, credit card • Ongoing marketing of service, with a minimum of five (5) events • Ability to scale service based on demand • Refinement of innovation zone boundaries 2.4.4 Service Plan: Proposed service plan should include provisions for service Monday through Sunday, except for major holidays where service will run as per holiday hours and should be comparable to the holidays within the fixed route system. Span of service to be comparable to that of fixed route service nearest to the zone. Fewer service hours may be proposed for Saturday & Sunday service, but should consider VIA special events service if applicable. The number of vehicles running may be scaled based on anticipated demand during the day (i.e. more vehicles available during rush hour, fewer vehicles available during off-peak times). Headways should be no more than 30 minutes and may differ for different zones. Specific circumstances related to special events may necessitate a slightly different type of service than the typical day-to-day rideshare service. Riders should always be able to travel within identified innovation zone or to the identified transit stop locations. The pickup point of the general rider should be within reasonable walk distance while the rider who is eligible for VIA accessible services should be given the option to be picked up at the curb of the address provided. 2.4.5 Work Plan: This plan shall include the schedule for submitting all preliminary and/or final services and documents as outlined in the Scope of Work. This Work Plan shall contain the following elements, but will not be limited to: • Work elements separated into tasks and phases • Identification of key staff by work activity and proposed location • Identification of schedule start and stop dates for each activity

Request for Proposal for Microtransit Service 133 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 5 • Expected deliverables/results • Key milestones (i.e., Pilot deployment, Performance Monitoring) 2.4.6 Project Management: Project management will be a continuous function and a key responsibility of the Proposer. The proposer's Project Manager assigned to the Pilot project shall have the authority to make commitments and decisions that are binding on the Proposer and any Subcontractors. VIA will designate a project manager to coordinate all project activities. All communications between VIA and the Proposer shall be coordinated through their respective Project Managers. In the area of Project Management, the Proposer shall: • Schedule and facilitate a kick-off meeting, key milestones interagency meetings, field reviews, advisory and/or stakeholder group meetings, and other project related meetings • Prepare agendas, minutes, and sign in sheets for all meetings • Maintain and update the work plan as approved by VIA Project Manager • Develop and maintain an overall project schedule to ensure milestones are met in an efficient manner • Oversee Subcontractor’s (if any) activity. The Proposer’s project manager will ensure that individuals performing tasks have appropriate skill levels and credentials • Coordinate all required deliverables including, Pilot operations, vehicle acquisition, installation and configuration of software and hardware, documentation and training, branding and marketing, and/or performance monitoring and reporting, per the final contract agreement • Be available and responsive to requests for information, inspections or meetings related to FTA Third Party Oversight. As much as possible, these items will be scheduled ahead of time however, time-sensitive issues may arise. 2.4.7 Performance Monitoring and Reporting: Proposer shall provide regular reporting, as follows: 2.4.7.1 Provide Bi-Weekly Staff Briefings The Proposer shall provide bi-weekly briefings to VIA Project Manager on completed tasks, deliverables, and all issues resolved during the 2-week period, with an explanation and new date for unmet tasks and deliverables. The briefing will also provide a forecast of activities and expected deliverables for the upcoming 1-month period. The bi-weekly briefing shall contain, at a minimum: • Summary of Work Completed To-Date • Updates to Project Schedule • Status of Pilot and Deliverables • Activities and expected deliverables for the upcoming month • Red-flag issues 2.4.7.2 Provide Quarterly Performance Reports & Service Adaptation Plans (SAP) Regular Performance Monitoring: Reporting and analysis tools shall be built into the technology platform and open to VIA for regular use. All data collected as part of the Pilot must be openly shared with VIA and is the property of VIA. The Proposer shall create custom reports as requested by VIA. Reports shall allow for daily, weekly, monthly assessment of the Service so that changes can be made to improve service and ridership if deemed necessary by VIA.

134 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 6 Performance Evaluation Reports: Proposer shall provide a Performance Evaluation Report at the end of each month of Rideshare Service. At 6 months and 12 months of service, a Summary Performance Evaluation Report shall be submitted that includes all past performance measures and reporting to give a comprehensive overview of the success of the Pilot to date. Report Content: Monthly Performance Evaluation Reports shall summarize the performance of the Pilot, using clear and measurable criteria that could include, but are not limited to: • Demand summary (origin/destination, time of use, boardings per revenue hour, total ridership, type of rider) • Trip data (travel times, routes trip denial rate, booking abandonment rates, percentage of time headways are met) • Revenue summary (total revenue, revenue broken down by types of riders (if applicable) • Hardware performance and reliability • Vehicle maintenance, performance and reliability • Status and success of marketing efforts (number of events, attendance, audience reach, etc.) • Customer Service Service Adaptation Plan (SAP): If circumstances arise that merit modifications to the Pilot service operations, a SAP must be coordinated with VIA staff and be submitted along with the monthly report, clearly delineating the problem(s), proposed solution(s), specific service changes, and timeline for implementing changes. 2.4.8 Finalize Pilot Service Plan: Proposer shall coordinate with VIA Project Manager and staff to refine and approve the Pilot service plan, for the innovation zones including specific stops, routes (if necessary), schedules, service coverage areas, and cost structure (including potential subsidization). Field visits should be made to assess all proposed stop locations for safety, ADA access, and existing shelters and amenities. Proposer shall work closely with VIA to incorporate stakeholder feedback into the service model, as appropriate. 2.4.9 Fare Structure: Proposer shall work with VIA to determine the cost per ride to users based on the proposed service model, associated costs to operate the Pilot, and available resources. VIA will ultimately determine the cost per ride for its customers. 2.4.10 Software, Hardware & Equipment Planning: Proposer shall provide all software design, installation, training, and technical assistance, hardware and equipment required to deploy and manage the Pilot service.

Request for Proposal for Microtransit Service 135 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 7 2.4.10.1 Technology Platform Characteristics and Documentation: VIA envisions a technology platform that can be used to, in real time, aggregate riders traveling from multiple origins to multiple destinations in an exceptionally efficient way that optimizes the balance between maximizing vehicle utilization across the fleet and maintaining excellent quality of customer experience. The platform should support fully automated scheduling, dispatch, and reservations, allowing passengers to book trips in real-time via phone, internet, and mobile application. The administrative interface should allow for real time monitoring and assessment of schedule adherence, vehicle locations, vehicle breakdowns, and operator performance. It should be accessible via standard web browsers and from any commonly used internet - enabled device and should provide options to generate reports and extract operational data for analysis. At a minimum, software will also be fully-compliant with federal accessibility requirements related to website design and usage. Using the final Pilot service model and description of work above as a basis, the Proposer shall design and document processes and functionalities as they are to be implemented within the software component of the project. The Proposer shall document modules, platforms, and services that will be implemented to meet VIA’s needs, desired service model, and work rules. Proposer will be responsible for coordinating payment and fare integration within the technology platform and/or across other agency applications, as necessary. VIA envisions that the payment system will be highly accessible and will include multiple forms of payment to accommodate residents that are unbanked, do not own a smart phone, or have low technology literacy. VIA would like a real-time interface into the existing goMobile system developed by Moovel or the goCard (EZFare) system developed by Trapeze. Below is contact information for both firms. Moovel: Steve Gutmann (503) 333-7564 steve.gutmann@moovel.com Trapeze: David Rucker (319) 423-4767 david.rucker@trapezegroup.com The interfaces should be included as options to be implemented by the proposer at VIA’s request if desired on award of the contract. The proposer is responsible for developing all aspects of the interface with the vendor of the existing system, and any costs should be included in the separate option proposals. However, VIA will consider the proposal of

136 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 8 any existing processes or apps that the proposer may already be using if it is determined that it fits the needs of the contract. 2.4.10.2 Hardware, Equipment & Vehicles: The Proposer shall provide all necessary hardware required to deploy the Pilot service. If transfer of equipment between vehicles is required, it should be a well-documented and easy to follow process. The operator user interface should be safe and easy to use and include audible and clear messaging indicating passenger updates and stop changes. Operator instructions should be available in list, map, and turn-by-turn voice instructions to ensure safe operation. 2.4.10.3 Vehicle Acquisition & Operations Plan: The Proposer will supply and maintain all necessary vehicles for the Pilot service. If Proposer does not own the necessary vehicles for the Rideshare Service as determined in the Service Model, vehicle acquisition by way of purchase, leasing, or other agreement will be required by the Proposer. The selected Proposer shall work with VIA to develop a vehicle acquisition plan that clearly outlines the fleet size, type, fixed and variables costs, operations and maintenance needs and the VIA desired vehicles that accommodate limited mobility users and bicycle storage, as feasible. Vehicles used in the performance of this contract shall be no more than five (5) years old and/or have no more than 150,000 miles during any time during the initial term or subsequent renewals of this contract. Vehicle registration and vehicle identification numbers will serve as proof of age. Vehicles must meet all EPA standards. Proposer must specify the number of wheelchair-accessible vehicles needed to successfully implement the Pilot. All such vehicles must meet ADA (49 CFR Parts 37 and 38) standards. 2.4.10.4 Vehicle Operations: Selected Proposer is responsible for ensuring that all relevant federal, state, and local regulations are complied with, including trainings, certification, and/or licensure, as needed. The selected proposer shall provide VIA with the following operator information no less than 10 days prior to the Rideshare Service start date. Prior to performing tasks as an Operator for the Rideshare Service, names of operators that have been added to the list, shall be provided to VIA. • General information sheet for each operator • Copy of current valid Texas driver’s license • Copy of Drug and Alcohol Training attendance/certification • Copy of Defensive Driving Course attendance/certification • Copy of Sensitivity Training attendance • Copy of Criminal Background Check Proposals that include the use of unionized labor must clearly state all terms and conditions that may influence the Pilot operations. 2.4.10.5 Software and Hardware Installation Plan: The Proposer shall develop an installation plan that will be approved by the VIA Project Manager. The installation plan will detail all the necessary tasks and the schedule to complete the installation of all software and hardware, as appropriate, including: • A plan outlining all tasks necessary to prepare VIA for the software installation • VIA staff and resources required during the installation, testing and acceptance activities

Request for Proposal for Microtransit Service 137 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 9 • Proposer personnel and resources assigned to the data-related tasks, installation, testing and acceptance activities • Timeline and sequence of all installation, data-related testing and acceptance tasks • Functional test procedures, including the use of persons with visual deficits • Training curriculum, schedule and other training related requirements • Mock Go-live and Go-live procedures • Roll-out procedures • Post-Go-Live procedures • Problem Resolution Procedures 2.4.11 Install and Implement Software and Hardware Components: In conformance to the Technology Platform Documentation and Software and Hardware Installation Plan, the Proposer shall perform the following: • Installation of the suite of modules contained in the software component • Application of all configurations identified in the Software Solution Design • Installation of necessary hardware on pilot vehicles • Test suite of modules • System acceptance testing • Mock go-live • Go live/roll out 2.4.12 System and User Training: This Rideshare Service is expected to be provided by the selected Proposer as a turnkey solution with minimal VIA staff resources needed to implement the service. However, the Proposer shall provide training and manuals for the VIA staff needed to monitor, assess, access data and develop reports using the dashboard and other tools provided by the selected Proposer. Selected Proposer shall also ensure the adequate and complete training of operators takes place prior to placing the operators on the Approved Operators List submitted to VIA. 2.4.13 Technical Support: The Proposer shall provide ongoing technical support for the duration of the pilot project, which will be one year from the start of revenue service. The Proposer should indicate the level of technical support and ongoing monitoring that will be provided in order to ensure the system is functioning properly. Software upgrades should be provided as soon as they are available. Technical support shall include but is not limited to: Application and User Support • Customer assistance for booking a trip using smart phone • Phone and email responses to software failures or questions within 24 business hours • Assistance with questions on use of approved software configuration and software version • Availability of experts to confer on software new release installation and fixes to bugs • Software upgrades 2.4.14 Customer Service: Customer service shall be available to riders anytime the Rideshare Service is in operation. VIA expects this service as part of the overall turnkey approach and will not have staff available to respond to customer service requests. • Riders shall have immediate access to customer service assistance via mobile application or phone call at any point in time when service is in operation. • Customer service concerns related to safety shall be addressed immediately and reported to

138 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 10 VIA within two (2) hours. • VIA shall have access to all customer service comments, questions, requests or complaints and Proposer’s responses thereto. 2.4.15 Pilot Deployment Plan: Proposer shall submit a draft plan for VIA Project Manager approval detailing all tasks necessary to deploy the Pilot project showing the relationship across all components. Include timelines and indicate responsible parties. Tasks shall include but are not limited to: • Vehicle Procurement • Stop or Station Preparation (i.e., signage, installation of amenities) • Operator Procurement and Training • Administrative processes • Test runs • Promotional Events & Marketing • Full Service Deployment 2.4.16 Marketing & Promotions Plan & Implementation: Proposer shall develop a comprehensive marketing and promotions plan based upon previous experience deploying a new transit, rideshare, or similar service. VIA envisions a combination of hard copy marketing materials, promotional events and subsidies, and online advertising. Strategic and robust marketing of the Pilot will be critical to its success. 2.4.17 Substance Abuse Prevention Program: 2.4.17.1 Drug and Alcohol Misuse Program: Contractor will have a comprehensive anti-drug use and alcohol misuse program in place that meets or exceeds all Federal requirements. The Drug and Alcohol Testing program will include required training as well as pre- employment testing, reasonable suspicion testing, post-accident testing (when there is a human fatality, any individuals involved in the accident require immediate medical care away from the scene, or a vehicle is towed due to disabling damage), return to duty testing, random testing, and follow-up testing. The Contractor’s Drug and Alcohol Program Manager will attend a Transportation Safety Institute hosted Substance Abuse Management and Program Compliance course. A D.H.H.S. approved laboratory shall be used for all required drug testing. VIA shall have the right to audit Contractor’s records and drug testing program. The Contractor is responsible for all testing and cost for all drug and alcohol testing requirements and the Contractor will not pass these costs to the employee. 2.4.17.2 Information about Program: Contractor will submit to VIA Project Manager; the following and obtain VIA’s approval prior to contract award: • A copy of Contractor’s anti-drug use and alcohol misuse policy and program. • Name, address, and telephone number of the Medical Review Officer. • Name, address, telephone number, and contact person at the drug testing facility. • Name, address, and telephone number of Substance Abuse Professional (SAP). • A roster of all employees with pre-employment drug testing results must be provided prior to contract commencement. 2.4.17.3 Other Requirements:

Request for Proposal for Microtransit Service 139 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 2 PAGE 11 • Contractor shall ensure that each employee subject to the Substance Abuse Prevention Program receives a copy of Substance Abuse Prevention Program and confirms acceptance. • Required training will be conducted before performing a safety-sensitive function. • Required training for all employees who supervise or direct safety-sensitive employees. • A negative drug and alcohol screen result from the MRO must be received before any employee performs a safety-sensitive function. • Provide monthly updated Employee Roster (including terminated employees) with the following: 1. Employee Name 2. Employee SS Number 3. Employer’s Employee Number, if available 4. Date MRO confirmed negative pre-employment drug and alcohol screen 5. Date of required training 6. Date employee began performing safety-sensitive function 7. Employment termination date • Complete annual MIS Reports per 49 CFR 655 and submit to VIA by February 15 following the reporting period. • Report all positive drug or alcohol results to VIA’s Safety Department within twenty-four (24) hours. • Report all accidents subject to post-accident testing to VIA within twenty-four (24) hours of occurrence. • Other reporting documentation as required • A copy of all drug and alcohol results shall be sent to VIA within 5 calendar days of the Contractor receiving the results. 2.4.18 National Transit Database Reporting Requirements: The Federal Transit Administration (FTA) requires VIA to submit reports to the National Transit Database. The Contractor will be responsible for the preparation of the segment of the annual and monthly report that pertains to the service provided by the Contractor. The reporting requirements may change at any time. Contractor is required to complete all reports requested by VIA on the date determined by VIA. Failure to submit the information requested by VIA on or before the due date will result in VIA withholding outstanding invoices and payments due to Contractor until the information requested is submitted. The Contractor must have a person assigned to be familiar with all requirements and forms to be submitted to the National Transit Database. The Contractor will be responsible to complete all required reports on the National Transit Database website. Information is to be collected between October-September every year. The Contractor must maintain the information necessary to complete the reports for the National Transit Database for a period of three years after the close of the fiscal year.

140 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 1 PART 3 GENERAL TERMS 3.1 Relationship and Work in General: Contractor, an independent contractor, covenants and agrees to perform for the stated compensation, all of the services described in Part 2, entitled "Scope of Work, Terms and Conditions" of this Contract. Contractor agrees to complete the work in a professional and workmanlike manner with a high degree of care to ensure the accuracy and timeliness thereof. 3.1.1 Assignment of Personnel: Contractor agrees to assign qualified staff members including a Project Director who shall be responsible for the task administration and work performance. 3.1.2 Employment of Personnel: Contractor agrees to employ, at its own expense, all personnel required in performing the services under this contract. Personnel employed by Contractor shall not be employees of, nor have any contractual relationship with VIA. All personnel engaged in the work shall be fully qualified and shall be authorized or licensed to perform such work as required. 3.1.3 Subcontracts: 3.1.3.1 Use of Subcontractors: The Contractor may utilize the services of specialty subcontractors on those parts of the work which, under normal contracting practices, are performed by specialty subcontractors. 3.1.3.2 Written Approval of VIA: No work or services under this Contract shall be subcontracted without the prior written approval of VIA and then only by written contract or agreement. To obtain approval, Contractor must submit to VIA a written statement concerning the proposed award to the subcontractor that includes, at a minimum, the following: (a) A description of the supplies or services to be called for by the subcontract; and (b) Identification of the proposed subcontractor. 3.1.3.3 Responsibility for Subcontractor(s) Acts: VIA’s approval of a subcontract notwithstanding, VIA shall not be obligated to any third party, including any subcontractor retained by Consultant, for payment of any work or services performed under this Contract, or to provide any work or services as compensation for any work or services performed under this contract. The Contractor is and shall be fully responsible to VIA for acts and omissions of Contractor’s subcontractors and any person directly or indirectly employed by the subcontractor.

Request for Proposal for Microtransit Service 141 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 2 3.1.3.4 Binding of Subcontractors: Unless specific waiver is granted in writing by VIA, subcontractor shall be subject to each and every relevant and applicable provision of this Contract. Compliance by subcontractors with this Contract shall be sole responsibility of the Contractor. 3.1.3.5 Lack of Privity: Nothing contained in this contract shall create any contractual relation between any subcontractor and VIA. 3.1.3.6 Consent Not Acceptance of Price or Waiver: Neither consent by the Contract Administrator to any subcontract nor any provisions thereof nor approval of the Contractor's procurement system shall be construed to be a determination of the acceptability of any subcontract price or of any amount paid under any subcontract or to relieve the Contractor of any responsibility for performing this contract, unless such approval or consent specifically provides otherwise. 3.1.3.7 Cost-Plus Subcontract: The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost-basis. 3.1.3.8 Substitution of Subcontractors: Any Subcontractor receiving approval in accordance with this paragraph 3.1 must be utilized by the Contractor for the portion of the Work for which they were approved. VIA will generally not entertain substitutes for any such Subcontractor in the absence of compelling circumstances to do so. 3.1.3.9 INDEMNITY: BY SUBMISSION OF A BID/PROPOSAL/STATEMENT OF QUALIFICATIONS (AS THE CASE MAY BE) THE CONTRACTOR AGREES THAT HE/SHE/IT WILL INDEMNIFY AND SAVE VIA HARMLESS FROM ALL CLAIMS GROWING OUT OF THE LAWFUL DEMANDS OF SUBCONTRACTORS, LABORERS, WORKMEN, MECHANICS, MATERIALMEN, AND FURNISHERS OF MACHINERY AND PARTS THEREOF, EQUIPMENT, POWER TOOLS, AND ALL SUPPLIES, INCLUDING COMMISSARY, INCURRED IN THE FURTHERANCE OF THE PERFORMANCE OF THIS CONTRACT. THE CONTRACTOR SHALL, AT VIA’S REQUEST, FURNISH SATISFACTORY EVIDENCE THAT ALL OBLIGATIONS OF THE NATURE HEREINABOVE DESIGNATED BE PAID, DISCHARGED, OR WAIVED. IF THE CONTRACTOR FAILS TO DO SO, THEN VIA MAY, AFTER HAVING SERVED WRITTEN NOTICE, DIRECT, OR WITHHOLD FROM THE CONTRACTOR’S UNPAID COMPENSATION A SUM OF MONEY DEEMED REASONABLY EFFICIENT TO PAY ANY AND ALL SUCH CLAIMS UNTIL SATISFACTORY EVIDENCE IS FURNISHED THAT ALL LIABILITIES HAVE BEEN FULLY DISCHARGED WHEREUPON PAYMENT TO THE CONTRACTOR SHALL BE RESUMED, IN ACCORDANCE WITH THE TERMS OF THIS CONTRACT, BUT IN NO EVENT SHALL THE PROVISIONS OF THIS SENTENCE BE CONSTRUED TO IMPOSE ANY OBLIGATIONS UPON VIA TO EITHER THE CONTRACTOR OR HIS SURETY. 3.2 Termination of Contract:

142 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 3 3.2.1 Termination for Convenience: VIA may terminate this contract, in whole or in part, at any time without cause and solely for the convenience of VIA by giving written notice of termination to the Contractor, which will not be less than ten (10) business days. The Contractor will be paid fees and expenses for work performed up to the time of termination and that meet the bargained for standards under the contract. VIA reserves the right to direct, within the termination notice, what work may be performed prior to the effective date of termination. To be paid, unless an extension is authorized in writing by VIA, the Contractor must submit its final invoice/claim within thirty (30) calendar days of the date of termination. If the Contractor has any property in its possession belonging to VIA, the Contractor will account for same and dispose of it in the manner VIA directs, including but not limited to returning same to VIA. Upon disposal of any VIA property as directed, VIA shall then pay Contractor’s final invoice, provided however, that such payment does not exceed the maximum amount of this Contract. 3.2.2 Termination for Default: 3.2.2.1 Default: In the event the Contractor breaches the terms or violates the conditions of this Contract and does not cure the default within ten (10) business days after receiving written notice of such default from VIA, VIA may immediately terminate the Contract, and pursue any and all legal and equitable remedies available to it against the Contractor. 3.2.2.2 Notice: Termination shall be effected by serving a written notice of termination on the Contractor setting forth the manner in which the Contractor is in default. Service shall be obtained by personal delivery or delivery by mail, registered or certified, postage prepaid with return receipt requested and addressed to the Contractor at the most recent address provided by Contractor. 3.2.2.3 VIA Options: In addition to any and all other remedies at law or in equity that are available to VIA, default by the Contractor may result in the occurrence of one or more of the following: (a) VIA may complete such contract without further liability to the Contractor for compensation for any labor, supplies or materials furnished by the Contractor under the contract; and (b) To the extent applicable, VIA may direct the Contractor to remove any equipment delivered and/or installed by the Contractor and to refund to VIA any amounts paid by VIA to the Contractor, and VIA shall have no further liability to the Contractor; and (c) VIA may contract to acquire supplies or services similar to those terminated and Contractor shall remain liable to VIA for any difference in the total costs and expenses incurred by VIA. 3.2.2.4 Compensation and Liability: The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance bargained for and set forth in the contract. In addition to any other available remedies, the Contractor and to the extent applicable, the Contractor's surety or sureties shall be liable to VIA for all costs, loss or damage incurred for supplies or services to complete the contract.

Request for Proposal for Microtransit Service 143 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 4 3.2.3 Termination of Subcontracts: As directed to do so in the notice of termination, Contractor agrees to and shall cancel, withdraw, or otherwise terminate any outstanding orders or subcontracts which relate to the performance of this Contract. To this effect, VIA shall not be liable to Contractor nor Contractor’s creditors for any expense, encumbrances or obligations whatsoever incurred after the date of termination. 3.3 Breaches and Dispute Resolution: 3.3.1 Disputes: Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the Contracting Officer. This decision shall be final and conclusive unless within ten (10) working days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Vice President of Fiscal Management. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Vice President of Fiscal Management shall be binding upon the Contractor and the Contractor shall abide by the decision. 3.3.2 Performance During Dispute: Unless otherwise directed by VIA, Contractor shall continue performance under this Contract while matters in dispute are being resolved. 3.3.3 Remedies: Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between VIA and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of Texas. 3.3.4 Rights and Remedies: The duties and obligations imposed by the Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by VIA or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 3.4 Inspection of Work: VIA shall have the right to review and inspect the progress of the work described herein at all times. 3.5 Copyright: No reports, maps, or other documents produced in whole or in part under this contract shall be the subject of an application for copyright by or on behalf of the Contractor. All reports, maps, and other documents produced under this contract shall become the property of VIA. The Contractor shall, at its expense, defend all suits or proceedings instituted against VIA and pay any award of damages assessed against VIA in such suits or proceedings, insofar as the same are based on any claim that materials furnished or work performed under the contract constitutes an infringement of any patent, trade secret, copyright, or any other proprietary right.

144 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 5 3.6 Proprietary Rights: Contractor agrees not to release data or information about the results of the project to any person outside of VIA without first obtaining written authorization to release such information from VIA. 3.7 Indemnification: CONTRACTOR covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, VIA, the Board of Trustees, and its employees, officers and representatives, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal bodily injury, death and property damage, made upon VIA, directly or indirectly arising out of, resulting from or related to CONTRACTOR’S activities under this Agreement, including any acts or omissions of CONTRACTOR, any agent, officer, director, representative, employee, consultant or subcontractor of CONTRACTOR, and their respective officers, agents, employees, directors and representatives while in the exercise or performance of the rights or duties under this Agreement, all without, however, waiving any governmental immunity available to VIA under Texas law and without waiving any defenses of the PARTIES under Texas law. IT IS FURTHER COVENANTED AND AGREED THAT SUCH INDEMNITY SHALL APPLY EVEN WHERE SUCH COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY, AND/OR SUITS ARISE IN ANY PART FROM THE NEGLIGENCE OF VIA, THE BOARD OF TRUSTEES, EMPLOYEES, OFFICERS, AND/OR REPRESENTATIVES OF VIA, UNDER THIS AGREEMENT. The provisions of this INDEMNITY are solely for the benefit of the PARTIES hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. CONTRACTOR shall promptly advise VIA in writing of any claim or demand against VIA or CONTRACTOR known to the CONTRACTOR related to or arising out of CONTRACTOR’S activities under this Agreement and shall see to the investigation and defense of such claim or demand at CONTRACTOR’S cost. VIA shall have the right, at its option and at its own expense, to participate in such defense without relieving CONTRACTOR of any of its obligations under this paragraph. IT IS THE EXPRESS INTENT OF THE PARTIES TO THIS AGREEMENT, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION 3.7, IS AN INDEMNITY EXTENDED BY CONTRACTOR TO INDEMNIFY, PROTECT AND HOLD HARMLESS VIA FROM THE CONSEQUENCES OF VIA’S OWN NEGLIGENCE, PROVIDED HOWEVER, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL APPLY ONLY WHEN THE NEGLIGENT ACT OF VIA IS A CONTRIBUTORY CAUSE OF THE RESULTANT INJURY, DEATH, OR DAMAGE, AND SHALL HAVE NO APPLICATION WHEN THE NEGLIGENT ACT OF VIA IS THE SOLE ACTIVE CAUSE OF THE RESULTANT INJURY, DEATH, OR DAMAGE. CONTRACTOR FURTHER AGREES TO DEFEND, AT ITS OWN EXPENSE, AND ON BEHALF OF VIA AND IN THE NAME OF VIA, ANY CLAIM OR LITIGATION BROUGHT AGAINST VIA AND ITS BOARD OF TRUSTEES, EMPLOYEES, AGENTS, OFFICERS, AND REPRESENTATIVES, IN CONNECTION WITH ANY SUCH INJURY, DEATH, OR DAMAGE FOR WHICH THIS INDEMNITY SHALL APPLY, AS HEREIN SET FORTH. 3.8 Ownership of Documents: The parties agree and understand that any and all documents produced under this Contract are the sole and exclusive property of VIA and VIA retains ownership of all such documentation including, but not limited to, studies, plans, specifications, and all related documents. To the extent necessary, CONTRACTOR HEREBY ASSIGNS AND TRANSFERS ANY AND ALL COPYRIGHTS TO VIA. 3.9 CONTRACTING AUTHORITY PROTECTION: ANY AND ALL OF CONTRACTOR’S EMPLOYEES WHILE ENGAGED IN THE PERFORMANCE OF ANY WORK REQUIRED BY VIA UNDER THIS AGREEMENT SHALL BE CONSIDERED EMPLOYEES OF CONTRACTOR ONLY AND NOT OF VIA, AND ANY AND

Request for Proposal for Microtransit Service 145 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 6 ALL CLAIMS THAT MAY ARISE FROM THE WORKERS COMPENSATION ACT ON BEHALF OF SAID EMPLOYEES WHILE SO ENGAGED, AND ANY AND ALL CLAIMS MADE BY ANY THIRD PARTY AS A CONSEQUENCE OF ANY ACT OR OMISSION ON THE PART OF CONTRACTOR’S EMPLOYEES WHILE SO ENGAGED IN ANY OF THE WORK OR SERVICES PROVIDED TO BE RENDERED HEREIN, SHALL BE THE SOLE OBLIGATION AND RESPONSIBILITY OF CONTRACTOR. TO THE EXTENT ALLOWED BY LAW, CONTRACTOR INDEMNIFIES, SAVES, AND HOLDS HARMLESS VIA AGAINST ALL CLAIMS, DEMANDS, ACTIONS, OR CAUSES OF ACTION OF WHATSOEVER NATURE OR CHARACTER, AS PERMITTED BY LAW, ARISING OUT OF ANY REASON OF THE EXECUTION OR PERFORMANCE OF THE WORK PROVIDED FOR HEREIN AND FURTHER AGREES TO DEFEND, AT ITS SOLE COST AND EXPENSE, ANY ACTION OR PROCEEDING COMMENCED FOR THE PURPOSE OF ASSERTING ANY CLAIM OF WHATSOEVER CHARACTER ARISING HEREUNDER. 3.10 Maintenance of Records: Contractor must maintain records to show actual time involved in performance of the Work, or each Task Order issued (if this is an Indefinite Quantities Contract) by VIA and costs incurred. 3.11 Progress Reports: The Contractor shall submit to VIA monthly progress reports. Such reports shall outline the Contractor’s work accomplished during the previous month. The Contractor is responsible for managing the project and maintaining Contractor Services within budget. Monthly progress reports submitted will include, but not be limited to, the percentage of completion of the work and each work task, special problems or delays encountered or anticipated, changes in the estimated value of each task, comparison of actual Contractor expenditures and charges to originally budgeted amounts, the anticipated work activities for the next work period, any necessary corrective action by the Contractor to accomplish project services within established cost limits, and a brief description of work accomplished, methodologies used, and conclusions reached, if any, for each task. 3.12 Effect of Extensions of Time: Granting of or acceptance of extensions of time to complete the work or furnish the labor or materials will not operate as a release to the Contractor from the covenants and conditions of the Contract. 3.13 Changes and Modifications: 3.13.1 Changes by Contractor: If, during the performance of Work under the Contract, the Contractor finds it impracticable to comply strictly with the specifications, the Contractor will notify the Contract Administrator immediately in writing. 3.13.2 Written Acceptance by VIA: Any proposals by Contractor that vary or add to this Contract shall be construed as additional terms or modifications and shall not become part of the Contract unless accepted in writing, by the Contract Administrator. 3.13.3 Change Orders/Contract Modifications: All changes in the work contemplated herein, or the work otherwise specified in Task Orders issued hereunder (if this is an Indefinite Quantities Contract), shall be made only with the prior approval of the Contracting Officer and only by appropriate written

146 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 7 Change Order or Contract Modification as appropriate. The Contracting Officer may, at any time, by a written Change Order or Contract Modification, and without notice to the Surety (if any), make changes within the general scope of this Contract. If the change affects the Contractor's costs, then the Contracting Officer shall also make an equitable adjustment in the Contractor's compensation, after compliance by the Contractor with the Price Request procedure provided below. Charges or credits for the work covered by such approved Change Orders or Contract Modifications shall be determined by one or more, or a combination, of the following methods: (a) Unit prices previously approved. (b) An agreed lump sum. (c) The actual cost of: 1) Labor, including foremen; 2) Materials entering permanently into the work; 3) The ownership or rental cost of construction plant and equipment during the time of use on extra work; 4) Power and consumable supplies for the operation of power and equipment; 5) Insurance; 6) Social Security and old age and unemployment contributions; 7) An equitable allowance for profit. 3.13.4 Price Requests: Where the Contracting Officer foresees issuing a Change Order affecting Contractor's costs, a Price Request will be issued to the Contractor. Unless otherwise specified therein, the Contractor shall fully respond to the Price Request within 10 days of issuance. 3.14 Assignment: The Contractor shall not assign, transfer, convey, sublet or otherwise dispose of the whole or any part of this Contract or his right, title or interest in or to any monies due or to become due under this Contract without VIA’s express written consent. If such consent is given, the instrument of assignment shall contain a clause substantially to the effect that it is agreed that the right of the assignee in and to any monies due or to become due the Contractor shall be subject to prior claims of all persons, firms and corporations for services rendered or materials supplied for the performance of the work called for in this Contract. 3.15 Whole Agreements: The Contract constitutes the whole of the agreement between the parties hereto and neither thereof has been induced to make or enter into the Contract by reason of any promise, agreement, representation, statement, or warranty other than contained herein. 3.16 Partial Invalidity: If any term, provision, covenant, or condition of this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Request for Proposal for Microtransit Service 147 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 8 3.17 Titles and Headings for Convenience Only: As used throughout this Contract, titles and headings of sections are for convenience only, and shall not be used to aid in interpretation of the provisions contained herein. 3.18 Notice, Waiver and Applicable Law: 3.18.1 Notices: Notice given to Contractor and VIA shall be given to the parties in writing by certified mail at the respective designated addresses. 3.18.2 Waiver: Waiver by VIA of a breach by Contractor of any provision of this Contract shall not be deemed a waiver of future compliance therewith, and such provision, as well as other provisions hereunder, shall remain in full force and effect. 3.18.3 Applicable Law and Venue: The rights and duties of the parties hereto shall be determined by the laws of the State of Texas, and to that end venue shall lie, and this agreement shall be considered and construed as a contract made and to be performed in San Antonio, Bexar County, Texas. All work performed, materials and supplies and/or construction furnished pursuant to this solicitation and Contract shall be in compliance with the laws and regulations of the State of Texas and the United States of America and local rules and ordinances as may be applicable. Contractor shall, if requested by VIA, supply certification and evidence of such compliance. 3.19 Access to Records and Reports: 3.19.1 Audits: Upon three (3) days written notice, Contractor agrees to and shall provide VIA or any VIA representative, access to any books, documents, papers and records of the Contractor which are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts and transcriptions. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as determined by VIA or its representative. 3.19.2 Maintenance of Records: The Contractor agrees to maintain all books, records, accounts and reports required under this Contract for a period as required by the appropriate retention statutes but in no case less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until VIA has disposed of all such litigation, appeals, claims or exceptions related thereto. 3.20 Environmental and Sustainability Management System Program: VIA has adopted an Environmental and Sustainability Management System (ESMS) Program to implement sustainable practices in VIA’s operations. The ESMS is based on and utilizes the “International Organization for Standardization’s ISO 14001:2004” standard. TO THE EXTENT APPLICABLE, ALL CONTRACTORS AND ANYONE UNDER CONTRACTOR’S DIRECTION ENTERING ONTO A VIA SITE UNDER THIS CONTRACT SHALL ADHERE TO THE REQUIREMENTS OF THE ESMS. CONTRACTOR ACKNOWLEDGES, AGREES TO AND WARRANTS THAT IT WILL COMPLY WITH AND/OR HAS COMPLIED WITH THE ESMS AND ANY AMENDMENTS THERETO. FOR BREACH OF THIS WARRANTY, VIA SHALL HAVE THE RIGHT TO

148 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 9 ANNUL THIS CONTRACT WITHOUT LIABILITY AND/OR EMPLOY ANY OTHER REMEDY IT MAY HAVE AT LAW OR IN EQUITY. Upon request, a copy of VIA’s Environmental and Sustainability Management System (ESMS) Policy and Program shall be made available to Contractor. 3.21 General Definitions: "Appeal" means a formal request for reconsideration of a determination rendered by the Contract Administrator in respect of: (a) a request, prior to contract award, as set forth in the section entitled, "Bidders' Requests,” herein; or (b) a dispute concerning a question of fact, arising after contract award as set forth in the section entitled "Disputes,” herein. "Apprentice" (in the context of construction contracts) means (a) a person employed and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Bureau of Apprenticeship and Training or with a State apprenticeship agency recognized by the Bureau; or (b) a person in his first ninety (90) days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State apprenticeship council (where appropriate) to be eligible for probationary employment as an apprentice. "Authorized Signature" is the written authorization of the person who is executing this Contract on behalf of the Bidder/Contractor and who is authorized to bind the Bidder/Contractor. "Bidder" is the person or legal entity responding to this procurement solicitation. The term also includes "Proposer,” "Offeror" and/or "Contractor.” “Contract Administrator” is that person designated by VIA to enter into and administer this Contract and make determinations and findings up to his/her level of authority, in regard to the Contract on behalf of VIA. For the purpose of this Contract, the Contract Administrator is the individual identified in the section entitled “Inquiry and Questions” or otherwise designated by VIA. “Contracting Officer” is that person designated by VIA to make determinations and findings in regard to the Contract on behalf of VIA. The Contracting Officer will be identified at the time of Contract Award.

Request for Proposal for Microtransit Service 149 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 10 "Contractor" means the person or legal entity prior to contract award, submitting a response to a procurement solicitation (IFB, RFQ or RFP); it also means the successful Bidder to whom the Contract is ultimately awarded. Any reference to "Bidder,” "Proposer,” or "Offeror,” also applies to Contractor after award. It is generally intended that these terms be interchangeable. "Day" unless otherwise defined, shall be defined as a calendar day. "DEO" means Diversity and Economic Opportunity department for VIA Metropolitan Transit. "Disadvantaged Business Enterprise" or "DBE" means a for-profit small business concern – (1) That is at least 51 percent owned by one or more individuals who are both socially and economically disadvantaged or, in the case of a corporation, in which 51 percent of the stock is owned by one or more such individuals; and (2) Whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it "Small Business Concern" means a for profit small business as defined pursuant to Section 3 of the Small Business Act and Small Business Administration regulations implementing the Small Business Act, except that a small business concern shall not include any concern or group of concerns controlled by the same socially and economically disadvantaged individual or individuals which has annual average gross receipts in excess of $17,420,000 over the previous three fiscal years. "Socially and Economically Disadvantaged Individuals" (in the context of Disadvantaged Business Enterprise provisions) means any individual who is a citizen (or lawfully admitted permanent resident) of the United States and who is – (1) Any individual who a recipient finds to be a socially and economically disadvantaged individual on a case-by-case basis. (2) Any individual in the following groups, members of which are reputably presumed to be socially and economically disadvantaged: (i) "Black Americans," which includes persons having origins in any of the Black racial groups of Africa;

150 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 11 (ii) "Hispanic Americans," which includes persons of Mexican, Puerto Rican, Cuban, Dominican, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race; (iii) "Native Americans," which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; (iv) "Asian-Pacific Americans," which includes persons whose origins are from Japan, China, Taiwan, Korea, Burma (Myanmar), Vietnam, Laos, Cambodia (Kampuchea), Thailand, Malaysia, Indonesia, the Philippines, Brunei, Samoa, Guam, the U.S. Trust Territories of the Pacific Islands (Republic of Palau), the Commonwealth of the Northern Marianas Islands, Macao, Fiji, Tonga, Kiribati, Tuvalu, Nauru, Federated States of Micronesia, or Hong Kong; (v) "Subcontinent Asian Americans," which includes persons whose origins are from India, Pakistan, Bangladesh, Bhutan, the Maldives Islands, Nepal or Sri Lanka; (vi) Women; (vii) Any additional groups whose members are designated as socially and economically disadvantaged by the SBA, at such time as the SBA designation becomes effective. "Final Acceptance" (used in the context of construction contracts) means all provisions of the Contract have been completed to VIA's satisfaction, including punch list items. "FTA" means Federal Transit Administration a division of the United States Department of Transportation. "Liquidated Damages" means the amount assessed in lieu of actual damages, for the failure to complete the work in a timely manner and not as a penalty, at the agreed rate per calendar day expressed herein in the section entitled "Liquidated Damages." "Indefinite Quantities Contract" or "IDQ" refers to those service Contracts providing for a specific term and fixed labor rates, pursuant to which specific Task Orders may be issued as the need arises. "Invitation for Bid" or "IFB" means the formal procurement issued by VIA (see also, "Procurement") and, where the context allows, also includes "Requests for Qualifications" (RFQs) and "Requests for Proposal" (RFPs). "Notice of Award" is the written notice sent by VIA notifying the selected Bidder of the award of contract, and acceptance of Bidder's offer to perform under the terms contained herein. In the absence of a formal Notice of Award, the receipt of a Notice to Proceed or Purchase Order issued by VIA shall serve as notice of the award. "Notice to Proceed" (in the context of construction contracts) is the written notice sent by VIA after the Contractor has complied with the submission of the required DBE information, a Performance Bond, Payment

Request for Proposal for Microtransit Service 151 PILOT MOBILITY ONDEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 12 Bond, Warranty Bond and/or Insurance as required by VIA, and which notifies the Contractor to commence performance under the Contract. For contracts not requiring a Performance Bond, Payment Bond, Warranty Bond and/or Insurance, VIA will issue a Purchase Order. Issuance of a Purchase Order shall serve as a Notice to Proceed. "Plans" (in the context of construction contracts) are the parts of the Contract which show the characteristics and scope of the work to be performed and which have been prepared or approved by the Architect/Engineer and/or Contract Administrator. "Procurement" means the formal solicitation issued by VIA, for services, goods, supplies, or work, and includes Invitations for Bid (IFBs), Requests for Qualifications (RFQs) and/or Requests for Proposal (RFPs), as applicable. "Protest" means a formal request contesting: (a) a final ruling issued by the Contract Administrator in the case of a request for clarification of the specifications or a request for approval of an equal or modification of the specifications; (b) any alleged impropriety or other similar situation arising prior to bid opening; or, (c) the award of contract. "Protest Committee" is the three (3) member group established by VIA for the purpose of reviewing protests submitted by a Bidder or supplier. "Provide" means to furnish and install completely and ready for use. "Purchase Order" means the written order sent by VIA on its form ordering the equipment or supplies in accordance with the terms and conditions of the Procurement. "Request for Proposals" or "RFP,” see "Procurement." "Request for Qualifications" of "RFQ,” See "Procurement."

152 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 13 "Reserved" is a term utilized to delete standard terms and conditions that are not applicable to a specific procurement. "Specifications" means the written description and statement of necessary requirements of the equipment, construction, services and/or supplies to be provided, including the technical specifications, if any. "South Central Texas Regional Certification Agency" or "SCTRCA" means that agency whose membership consists of various local governmental entities, including VIA; the purpose of which is to provide a unified resource for firms to seek DBE certification and information on doing business with DBE-certified firms. SCTRCA may be reached at (210) 362-2077. "Subcontractor" means any person, firm or corporation supplying services, labor and/or materials under separate contract or agreement with, the Contractor. "Subject Data" is recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Contract. The term includes graphic or pictorial delineations in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term does not include financial reports, cost analyses, and similar information incidental to contract administration. "Supplier" means any manufacturer, company, or agency providing units, components, or subassemblies for inclusion. "Task Order" (in the context of Indefinite Quantity Contracts (IDQs)) means the specific scope-of-work for a particular assigned project issued at VIA's discretion. “Technically Competitive Range” – The range of prospective contractors that demonstrates a technically satisfactory approach and has satisfactory qualifications as well as a reasonable chance of being selected for award of a contract. "Texas Open Records Act" or "TORA" means Chapter 552, Texas Government Code. "VIA" means VIA Metropolitan Transit, San Antonio, Texas. References to "grantee," "recipient" or "purchaser" shall also mean "VIA.” "Work" is any and all labor, supervision, services, materials, machinery, equipment, tools, supplies, and facilities called for by the Contract and necessary to the completion thereof.

Request for Proposal for Microtransit Service 153 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 3 PAGE 14 "Work On (At) the Project" means work to be performed at the location of the project including the transportation of materials and suppliers to or from the location of the project by employees of the Contractor and any subcontractor.

154 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 4 PAGE 1 PART 4 GENERAL SOLICITATION POLICY PROVISIONS 4.1 Covenant Against Contingent Fees: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, VIA shall have the right to annul this Contract without liability or at its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 4.2 Proposers’ Requests and Appeals: 4.2.1 Appointments: Proposers may make appointments with the Contracting Officer to discuss any question a Proposer may have concerning the specifications, which may impact upon proposal submission. 4.2.2 Pre-proposal Approvals: The Contracting Officer’s written approval must be obtained prior to proposal submission for: a. any clarification of the specifications; or b. any brand name or product proposed as equal to the one specified, unless the technical specifications explicitly permit approval after award; or c. any sample or engineering detail which the technical specifications required to be submitted before proposing, including substitution of any required proposal or contract form; or d. any modification to the specifications which the Proposer maintains are restrictive and which the Proposer proposes be altered, amended or changed. 4.2.3 Submission: Submissions under Section 4.2.2, Pre-proposal Approvals, must be in writing and received by the Contracting Officer no later than the date specified in Section 1.3.4, Requests for Clarification and/or Modifications, of the Request for Proposal; and a. supported by evidence such as technical data, test results, and/or other pertinent information that demonstrates that the substitute offered is equal to or better than the specification requirement; or b. in the instance of submission of a request for modification of the specifications, must contain a draft of the recommended language relating to the specification(s) which is/are proposed to be altered, amended or changed.

Request for Proposal for Microtransit Service 155 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 4 PAGE 2 4.2.4 Appeal: Any appeal of the Contracting Officer’s determination in response to a request for pre- proposal approval must be submitted in writing and received by the Contracting Officer within seven (7) working days of the date issuance of the Contracting Officer’s determination. 4.2.5 Final Ruling: After receipt of an appeal, if any, a final ruling will be issued by the Contracting Officer and provided contemporaneously to all Proposers. Proposers may protest a final ruling under Section 4.2.2, Proposers’ Requests, as provided in Section 4.7, Protest Procedures. 4.2.6 Withdrawal: Proposers may withdraw a request or an appeal at any time prior to the Contract Administrator's issuance of a final ruling. There will be no further review by the Contract Administrator of a request or an appeal after a final ruling is issued. 4.2.7 Denial: Any pre-proposal request for approval is denied unless such request is approved by the Contracting Officer in writing prior to proposal submission. 4.3 Non-collusive Affidavit: The Contractor represents and warrants that its proposal is genuine and not sham or collusive or made in the interest or in behalf of any person not therein named, and that the Contractor has not, directly or indirectly, induced or solicited any other person to submit a sham proposal, or any other person, firm, or corporation to refrain from submitting a proposal, and that the Contractor has not in any manner sought by collusion to secure itself an advantage over any other proposer. 4.4 Penalty for Collusion: If at any time it shall be found that the person, firm, or corporation to whom a contract has been awarded has, in presenting any proposal, colluded with any other party or parties, then the contract so awarded shall be voidable by VIA; and the Contractor shall be liable to VIA for all loss or damage which VIA may suffer thereby. 4.5 Covenant Against Gratuities: The Contractor warrants that it has not offered or given gratuities (in the form of entertainment, gifts, or otherwise) to any official or employee of VIA with a view toward securing favorable treatment in the awarding, amending, or evaluating performance of this Contract. For breach of this warranty, VIA shall have the right to annul this Contract without liability and/or employ any other remedy it may have at law. 4.5.1 Local Government Code 176.006: Any person who seeks to contract for the sale or purchase of property, goods or services with VIA shall file a completed conflict of interest questionnaire promulgated by the Texas Ethics Commission as required by the law (See Part 9, Forms). 4.6 Code of Ethics: On July 11, 1995, the VIA Board of Trustees adopted a Code of Ethics and Conduct Related to Business Transactions, establishing general standards of ethical conduct for VIA employees, Board members, Contractors and vendors. Contractor agrees to and warrants that it will comply and has complied with the Code of Ethics and Conduct Related to Business Transactions and any amendments thereto. For

156 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 4 PAGE 3 breach of this warranty, VIA shall have the right to annul this Contract without liability and/or employ any other remedy it may have at law. Upon request, a copy of the Code of Ethics and Code of Conduct Related to Business Transactions shall be made available to Contractor. Vendors and Contractors shall pay particular attention to Section IV.C. of the Code of Ethics and Code of Conduct Related to Business Transactions (as amended) which prohibits any business contracting or attempting to contract with VIA from communicating with a Board member or VIA employee (other than VIA’s Contracting Officer designated for this procurement in the Contract or an individual designated in writing by the Contracting Officer) regarding details of a procurement or other contract opportunity or extension or change to an existing contract. 4.7 Procurement Protest Procedure: 4.7.1 Protest: In the event VIA receives a protest according to the terms referenced herein, specifically 4.7.2. Timeliness, VIA will suspend the procurement process until the protest is resolved. A protest, if any, shall be in writing, received within the time limits set forth below (see "Timeliness") and shall be supported by sufficient information to enable the protest to be considered. Protests containing mere allegations or unsubstantiated expressions of suspicion without actual evidence to support the claim may be considered by VIA to be insufficiently supported. Protests (if any) must be submitted to VIA's Contracting Officer for referral to VIA's Director of Internal Audit, who will determine whether the protest is timely and otherwise meets the minimum requirements of this section and, if so, will transmit the protest for consideration by VIA's Protest Committee. If a protest is deemed by the Director of Internal Audit or the Protest Committee to be insufficient, the protester will be notified. A determination of insufficiency is final and may not be appealed; however, the protest deficiencies may be corrected and the protest re-filed, provided the protest is re-filed in a timely manner (see, "Timeliness,” below) and no additional time shall be allowed without good cause shown (such determination to be in VIA's sole discretion). Protests shall (at a minimum) include the following information: (a) name, address, and fax and telephone numbers of the protester; (b) solicitation or contract number; (c) detailed statement of the legal and factual grounds for the protest, to include a description of resulting prejudice to the protester; (d) copies of relevant documents; (e) statement as to the form of relief requested; (f) all information establishing that the protester is an interested party for the purpose of filing a protest; and

Request for Proposal for Microtransit Service 157 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 4 PAGE 4 (g) all information establishing the timeliness of the protest. A protest, if any, must be based upon one or more of the following: (a) substantial allegations of restrictive procedures, alleged improprieties or other similar situations arising prior to bid opening (in procurements utilizing the Invitations for Bid "IFB" process) or in all other cases, arising prior to contract award; (b) substantial allegations of the issuance of an improper or clearly incorrect final ruling relating to requests for changes to or approval of equals, clarifications and modifications of the specifications; or (c) substantial allegations of an improper award of contract or alleged impropriety arising after bid opening (in procurements utilizing the Invitations for Bid "IFB" process) or in all other cases, arising after contract award. 4.7.2 Timeliness: To be effective, a protest must be submitted so that it is received by the Contracting Officer by the following deadlines: (a) a protest based upon substantial allegations of restrictive procedures, alleged improprieties or other similar situations arising prior to bid opening (in procurements utilizing the Invitations for Bid "IFB" process) or in all other cases, arising prior to contract award, must be submitted so that it is received by VIA's Contracting Officer no later than seven (7) working days prior to the specified bid opening date (in procurements utilizing the Invitations for Bid "IFB" process) or in all other cases, no later than seven (7) working days prior to the date of contract award, and may only be protested once; (b) a protest based upon substantial allegations establishing the issuance of an improper or clearly incorrect final ruling relating to a request for changes to or approval under the specifications must be submitted so that it is received by VIA's Contracting Officer within seven (7) working days following the issuance of the Contracting Officer's final ruling; and (c) a protest of an allegedly improper award of contract or alleged impropriety arising after bid opening (in procurements utilizing the Invitations for Bid "IFB" process) or in all other cases, arising after the date of contract award, must be submitted so that it is received by VIA's Contracting Officer within seven (7) working days following the earlier of the date (1) on which the Bidder knew, or (2) the date on which a diligent Bidder would have known, of the allegedly improper award or alleged impropriety. Notwithstanding the above, unless allowed by VIA in its sole discretion (upon good cause shown), a protest of an allegedly improper award of contract or alleged impropriety arising

158 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 4 PAGE 5 after bid opening (in procurements utilizing the Invitations for Bid "IFB" process) or in all other cases, arising after the date of contract award, must be filed within seven (7) days after contract award. 4.7.3 Final Determination: VIA's Protest Committee will use its best efforts to issue, within seven (7) working days of receipt, a final determination of the protest. 4.7.4 Withdrawal: A Bidder may withdraw its protest at any time prior to VIA's Protest Committee issuing a final determination. There will be no further review by VIA of a protest after a final determination is issued. 4.7.5 FTA Review: In accordance with 49 CFR 18.36, reviews of protests by the Federal Transit Administration ("FTA") may be requested only after exhaustion of all administrative remedies with VIA and will be limited to: (i) violations of Federal law or regulations; and/or, (ii) violations of VIA's protest procedures for failure to review a complaint or protest in accordance therewith. A copy of any such request for review submitted to FTA must be provided contemporaneously to VIA. 4.8 Release of Information: Contractor agrees and understands that access to government records is governed by the Texas Public Information Act more commonly referred to as the Texas Open Records [Act] (TORA). Any proprietary information, trade secrets or confidential commercial and financial information which a Contractor believes should be exempted from disclosure to a third party shall be specifically identified and marked as such by Contractor at the time Contractor submits its bid. Blanket-type identification by designating whole pages or sections as containing proprietary information, trade secrets or confidential commercial and financial information is not sufficient to establish confidentiality. The specific proprietary information, trade secrets or confidential communication and financial information must be clearly identified as such. Upon request for records from a third party regarding this procurement, VIA will notify, in writing, in the manner required under TORA, the Contractor if and only if the information requested was identified by Contractor, as required under this paragraph. VIA may determine in its sole discretion whether sufficient legal justification exists for withholding the records and whether an opinion should be requested from the Texas Attorney General. TO THE FULLEST EXTENT ALLOWED BY LAW, CONTRACTOR AGREES TO AND HEREBY DOES IDEMNIFY VIA FOR ITS COSTS ASSOCIATED WITH CONTRACTOR’S REFUSAL TO PRODUCE SUCH IDENTIFIED INFORMATION FOR PURPOSES OF TORA. Further, Contractor agrees to fully cooperate with VIA and to provide VIA full and complete access to any and all records requested under TORA regarding this Contract at no cost to VIA.

Request for Proposal for Microtransit Service 159 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 4 PAGE 6 4.9 Rejection of Proposals: VIA reserves the right to reject any and all proposals that are not responsive or unreasonably priced, or impose modifying conditions. VIA may reject the proposal of any party who has been determined to be non-responsible in any former contract with VIA. VIA reserves the right to reject any or all proposals, and to waive technical defects as the interest of VIA may require. Each Proposer shall be notified if all proposals are rejected. 4.10 Preparation Costs: All costs related to responding to this procurement solicitation, including (if applicable) the cost of any oral presentations required, shall be the sole responsibility of and shall be borne by each proposer.

160 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 5 PAGE 1 PART 5 INSURANCE 5.1 General Insurance Requirements: The Contractor shall purchase and maintain in full force and effect during the entire period of this Contract, including any maintenance period thereof, insurance of the following types and in amounts not less than the amounts stated below. Such insurance shall protect Contractor from any and all claims and damages, which may arise out of or result from, Contractors operations whether such operations are performed by Contractor or by its subcontractor or by anyone for whose acts the Contractor may be liable. All costs associated with these insurance coverages are the sole responsibility of the Contractor. The Contractor must adhere to the following requirements: 5.1.1 Additional Insured: The Commercial General Liability and Commercial Automobile Liability policies shall be endorsed to name VIA and its officers, trustees and employees as additional insured regarding Contractor’s operations as well as completed operations in performance of this Contract. 5.1.2 Waiver of Subrogation: The Commercial General Liability, Commercial Automobile Liability, Workers’ Compensation and Employer’s Liability, shall be endorsed to provide a waiver of subrogation in favor of VIA, its officers, trustees, and employees. If Contractor is an approved self- insurer, Contractor will waive all rights of recovery against VIA, its officers, trustees, and employees for any and all claims. 5.1.3 Coverage Primary: Such insurance as is provided herein shall be primary and non-contributing with any other valid and collectible insurance available to VIA. The limits of liability required herein may be provided by a single policy of insurance or by a combination of primary, excess or umbrella policies; but, in no event shall the total limits of liability available for any one occurrence or accident be less than the amounts required. 5.1.4 No Commencement without Coverage: The Contractor shall not commence work under this Contract until all required insurance is obtained and approved by VIA. Approval of the insurance by VIA shall not relieve or decrease the liability of the Contractor hereunder. 5.1.5 Certificates: Two (2) copies of all required endorsements and completed certificates of insurance evidencing coverage shall be furnished to the VIA Contracting Officer prior to commencement of work and within ten (10) calendar days after the date of Notice of Award. Certificates and endorsements shall be provided by contractor and anyone involved in the performance of work under this contract by and through contractor (not otherwise included under contractor's coverage), including all subcontractors. All certificates must be issued reflecting VIA Metropolitan Transit as the certificate holder. All Certificates of Insurance shall reflect the VIA project number, name of the Contracting Officer and be signed by a person authorized by that insurer to bind coverage on its behalf. Failure to furnish the required certificates of insurance and accompanying endorsements within the time allowed shall not be considered cause for modification of any contractual time limits. All certificates, endorsements and/or policies of insurance presented as proof of compliance with the above requirements shall be on forms and with insurance companies approved by VIA. All such

Request for Proposal for Microtransit Service 161 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 5 PAGE 2 insurance documents shall be provided by insurance companies authorized to do business in the State of Texas and having a Best’s rating of A- (VII) rating or greater, as shown in the most current issue of A.M. Best’s Key Rating Guide. Policies of insurance issued by insurance companies not rated by Best’s or have a Best’s rating lower than A-(VII) will not be accepted as complying with the insurance requirements of the Contract unless such insurance companies are approved in writing by VIA prior to the award of the Contract. Certificates of Insurance and if applicable, any endorsements shall contain transcripts from the proper office of the insurer, evidencing in particular those insured, the extent of the insurance, the location and the endorsements as required below. If any of the foregoing insurance coverages are required to remain in force after the final payment and are reasonably available, an additional certificate with endorsement evidencing continuation of such coverage shall be submitted with Contractor’s final invoice for payment. 5.1.6 No Lapse or Cancellation: The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse. Except as otherwise may be provided in this contract, all insurance policies shall include an endorsement that the policy shall not be canceled, non-renewed, reduced, restricted, or limited without 30 days written notice. In the event of cancellation or lapse of insurance, the Contractor shall notify VIA immediately, in writing, by certified or registered mail, return receipt requested. Contractor shall also provide written notification to VIA, within ten (10) days, of any cancellation due to non-payment of premium, notice of expiration, cancellation, nonrenewal or material change in coverage it receives from its insurer. In addition to any other remedies VIA may have upon Contractor’s failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, VIA shall have the right to order Contractor to stop work hereunder and/or withhold payment(s) which become due to Contractor until Contractor demonstrates compliance hereof and unless otherwise directed by VIA, shall cease work until evidence of acceptable insurance coverage is supplied to VIA. 5.1.7 Breach: Failure to maintain insurance coverage, as required herein, constitutes a material breach of this Contract. 5.1.8 Responsibility of Payments: Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor’s or its subcontractors’ performance of the work covered under this Agreement. 5.1.9 Own Equipment and/or Property: Contractor and its subcontractors are responsible for all damage to their own equipment and/or property. 5.1.10 Other Obligations: It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this Agreement. 5.1.11 Changes: VIA reserves the right to review the insurance requirements of this Contract during the effective date of the Contract and at renewal or any extension hereof and to modify insurance coverages and limits when deemed necessary and prudent based upon changes in statutory law, court decisions, or circumstances surrounding this Contract. 5.2 Specific Insurance Requirements:

162 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 5 PAGE 3 5.2.1 Workers’ Compensation Insurance: Coverage is required for workers' compensation providing Statutory Benefits in accordance with the Workers’ Compensation Act of the State of Texas and/or any other state or Federal law as may be applicable to the work being performed under this Contract. 5.2.2 Employer’s Liability Insurance: Coverage is required for employer's liability with limits of liability not less than: $ 500,000 Each Accident $ 500,000 Policy Limit for Disease $ 500,000 Each Employee for Disease 5.2.3 Commercial General Liability Insurance: Coverage is required for general liability, including coverage for the following where exposure exists and for amounts not less than: 1) Premises/Operations 2) Independent Contractors 3) Products/Completed Operations 4) Personal Injury 5) Contractual Liability 6) Explosion/Collapse/Underground Property Damage (where applicable): $ 2,000,000 General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 1,000,000 Personal Injury per occurrence $ 1,000,000 Each Occurrence 5.2.4 Commercial Automobile Liability Insurance: Coverage is required for automobile liability, covering all owned/leased, hired and non-owned motor vehicles including fuel transports used in connection with the work being performed under the Contract with limits of liability not less than: $ 1,000,000 Combined Single Limit 5.2.5 Subcontracts: Contractor agrees to require, by written contract, that all subcontractors providing goods or services hereunder, purchase and maintain, during the term of the Contract, the same

Request for Proposal for Microtransit Service 163 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 5 PAGE 4 minimum levels of applicable insurance coverages that are necessary and appropriate for the work performed and as required of Contractor herein. Contractor shall provide to VIA certificates of insurance and endorsements Contractor receives from its subcontractor(s) that name the Contractor and VIA as additional insured. Contractor shall provide VIA with said certificates and endorsements prior to the commencement of any work by that subcontractor.

164 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 6 PAGE 1 PART 6 BILLING AND PAYMENT 6.1 Compensation: The Contractor shall be reimbursed by VIA for authorized costs incurred in performance of the work under this Contract. Authorized costs shall include Contractor’s direct labor, payroll burden, general and administrative, reimbursable expenses and fixed fee based on the prices specifically described in the Best and Final Offer. Detailed records must be maintained to show actual time devoted and costs incurred. The Contractor shall include, as part of his invoice, a list of all DBE subcontractors and the amounts to be paid to each of the subcontractors from this invoice. This requirement is in accordance with FTA Circular 4716.1. Errors on the invoice will cause the invoice to be sent to the Contractor to be corrected. The invoice will be checked entirely for accuracy before submittal. The rate of payments will be according to the schedules included (whether expressly or by reference) in this document. The invoice will be on the Contractor's letterhead and signed by the Chief Financial Officer or designated representative of the company. Contractor shall submit, during the progress of the work, an invoice by the fifteenth (15th) day of each month for work done or expenses incurred during the previous month. After verification, VIA will submit payment to the Contractor within thirty (30) days after receipt of a properly submitted invoice. A proper invoice includes the Contract/Purchase Order number, date of invoice, a description of goods and/or services delivered, and applicable project numbers. All invoices must be emailed to acctpayable@viainfo.net or mailed to VIA Metropolitan Transit, Attn: Acct Payable, P. O. Box 12489, San Antonio, Texas 78212. In the event payment is not made within (30) days, the Contractor shall submit a reminder invoice marked overdue. If the invoice contains an error, the invoice will not be classified as a properly submitted invoice. 6.2 Ceiling Price: The estimated ceiling price established for this Contract is $ over the term of the contract, inclusive of the cost of all task orders issued hereunder. In the event that the ceiling price its exceeded during the course of this Contract, VIA shall have no obligation to pay and Contractor shall only exceed the ceiling price at his own risk, unless the Contractor is notified in writing by the Contract Administrator that additional funds are allocated to the Contract, effectively raising the ceiling price, and that the Contractor is authorized to exceed the ceiling price. VIA may raise the ceiling price at any time in its sole discretion and in the event the ceiling price is raised, Contractor shall be obligated to perform within the terms of this Contract and the new ceiling price. The right to refuse to allocate additional funds is reserved by VIA in its sole discretion. In the event additional funds are not allocated, VIA may either terminate the Contract or allow the Contract to remain in effect until expiration of the term (in contemplation of the possibility of additional funding allocations); however, VIA shall not be obligated under any circumstance to pay any amount in excess of the ceiling price unless the Contractor is authorized to exceed the ceiling price as provided herein. The Contractor shall not be required to perform further services in excess of the ceiling price unless and until authority is granted to exceed the ceiling price as provided herein. The ceiling price represents VIA’s maximum total funds currently allotted to this Contract and shall not be construed as an obligation by VIA to pay any funds or to otherwise incur any costs without the issuance of a task order by VIA, which (the issuance or non-issuance of which) shall be solely within the discretion of VIA.

Request for Proposal for Microtransit Service 165 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 6 PAGE 2 6.3 Payments by Contractor: The Contractor agrees to pay each subcontractor under this Contract for satisfactory performance of its contract no later than ten (10) calendar days from the receipt of each payment the Contractor receives from VIA. The Contractor agrees further to release retainage payments to each subcontractor within thirty (30) calendar days after the subcontractor’s work is satisfactorily completed and submits all required closeout documentation. VIA must acknowledge acceptance of closeout documentation before the firm is in compliance with the requirements. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of VIA. This clause applies to both DBE and non-DBE subcontractors. Prime Contractors not in compliance may be subject to withholding of next payment. The Contractor shall comply with all requirements of the Texas Government Code, Subtitle F, State and Local Contracts, Chapter 2251 regarding times and methods of payment to subcontractors and suppliers. The Contractor shall include as part of its invoice a list of all subcontractors and the amounts to be paid to each of the subcontractors from the invoice. 6.4 Discounts: 6.4.1 Evaluation of Offers: Discounts for early payment shall not be considered in the evaluation of offers, except in the case of a tie bid provided that a minimum of ten (10) days is offered in which to take the discount. 6.4.2 Binding: Discounts that are included in offers become a part of the resulting contracts and are binding on the Contractor for all orders placed under the Contract. Discounts offered only on individual invoices will be binding on the Contractor only for the particular invoice on which the discount is offered. 6.4.3 Time Computation: Time will be computed, for discount computation purposes, from: (a) the date of delivery to and acceptance by VIA; or (b) the date a proper invoice is received in the office specified by VIA, if the latter date is later than the date of delivery. 6.4.4 Payment Date: Payment will be deemed to have been made on the date which appears on payment checks. 6.5 Acceptance of Final Payment: The acceptance by the Contractor of final payment shall be and shall operate as a release to VIA of all claims and all liability to the Contractor for all things done or furnished in connection with this work and for every act and neglect of VIA and others relating to or arising out of this work. No payment, however, final or otherwise, shall operate to release the Contractor or the Contractor's Surety or Sureties from any obligation under this Contract or Performance and Payment Bond. 6.6 E-Payables: VIA can offer payment to Contractors through e-payables. The e-payable payment method provides the following advantages to the Contractor: • Card acceptance offers business development opportunities for suppliers because buyers assign “preferred supplier” status to suppliers that accept cards

166 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 6 PAGE 3 • Card acceptance can provide the opportunity to expand into online sales. • Expedited receipt of cash, improving Days Sales Outstanding • Reduced check processing costs • Reduced collection costs associated with lost or misplaced checks • More efficient handling of exception items • Remittance data transmitted with payment for more efficient back-end reconciliation • Paperless Payments are processed as credit card transactions and standard bank fees will apply. There are no additional fees imposed by users or the issuing bank. Bidders interested in this alternative payment method should contact VIA’s Procurement department at (210) 362-2400. 6.7 All pay applications and/or invoices shall list Project ID Number N/A .

Request for Proposal for Microtransit Service 167 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 1 PART 7 FEDERAL PROVISIONS [THESE PROVISIONS APPLY TO THE EXTENT APPLICABLE] 7.1 Fly America Requirements: The Contractor agrees to comply with 49 U.S.C. 40118 (the “Fly America” Act) in accordance with the General Services Administration’s regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international transportation. 7.2 Buy America Requirements: RESERVED. 7.3 School and Charter Bus Requirements (Applies to operational service contracts): 7.3.1 Charter Service Operations: Contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance (including Contractor) are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. 7.3.2 School Bus Operations: Contractor agrees to comply with 49 U.S.C. 5323(f) and 49 CFR Part 605, which provides that recipients and subrecipients of FTA assistance (including Contractor) may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When and if operating exclusive school bus service under an allowable exemption, Contractor may not use federally funded equipment, vehicles, or facilities. 7.4 Cargo Preference – Use of United States-Flag Vessels: RESERVED. 7.5 Seismic Safety Requirements: RESERVED. 7.6 Energy Conservation Requirements: The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321).

168 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 2 7.7 Clean Water Requirements: (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser (VIA) and understands and agrees that VIA will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 7.8 Bus Testing: (Applies to contracts for acquisition of rolling stock/turnkey) RESERVED. 7.9 Pre-Award and Post Delivery Audits Requirements: (Applies to contracts for acquisition of rolling stock/turnkey) RESERVED. 7.10 Lobbying: Contractor shall file the certification required by 49 CFR Part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to VIA. 7.11 Access to Records and Reports: Contractor agrees to provide VIA, the FTA Administrator and DOT officials, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 CFR 633.17 to provide the FTA Administrator or his authorized representatives including any PMO contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. The Contractor agrees to maintain all books, records, accounts and reports required under this Contract for a period of not less than three years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until VIA, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 7.12 Federal Changes: Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement

Request for Proposal for Microtransit Service 169 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 3 between VIA and FTA, as they may be amended or promulgated from time to time during the term of this Contract. Contractor's failure to so comply shall constitute a material breach of this Contract. 7.13 Bonding Requirements: (Refer to section entitled "Guarantees and Bonds"). 7.14 Clean Air: (i) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. 7401 et seq. The Contractor agrees to report each violation to VIA and understands and agrees that VIA will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (ii) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 7.15 Recycled Products: (Applies to all contracts for items designated by the EPA, when procurement is made of $10,000 or more of one of these items during a fiscal year, using Federal funds). The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 7.16 RESERVED. 7.17 RESERVED. 7.18 RESERVED. 7.19 No Government Obligation to Third Parties: (1) VIA and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to VIA, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 7.20 Program Fraud and False or Fraudulent Statements and Related Acts: (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, (31 U.S.C. 3801 et seq.) and U.S. DOT regulations, "Program Fraud Civil Remedies," (49 CFR Part 31) apply to its actions pertaining to this Project. Upon execution of the underlying Contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the

170 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 4 underlying Contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. 5307, the Government reserves the right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 7.21 Termination: (Refer to the section entitled "Termination of Contract"). 7.22 Government-Wide Debarment and Suspension: This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by VIA. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to VIA, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 7.23 Privacy Act: The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: 7.23.1 General: The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the

Request for Proposal for Microtransit Service 171 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 5 Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 7.23.2 Subcontracts: The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 7.24 Civil Rights Requirements 7.24.1 Nondiscrimination: In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. 12132, and Federal transit law at 49 U.S.C. 5332, the Contractor and any subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor and any subcontractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue including, but not limited to, 49 CFR Part 26 and Circular C4704.1, Equal Employment Opportunity Program Guidelines for Grant Recipients. 7.24.2 Equal Employment Opportunity: During the performance of this Contract, the Contractor and any subcontractor agrees as follows: 7.24.2.1 Race, Color, Creed, National Origin, Sex: In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. 2000e, and Federal transit laws at U.S.C. 5332, the Contractor and any subcontractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” 42 U.S.C. 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor and any subcontractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, or sex. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 7.24.2.2 Age: In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C 623 and Federal transit law at 49 U.S.C 5332, the Contractor and any subcontractor agrees to refrain from discrimination against present and prospective employees for

172 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 6 reason of age. In addition, the Contractor and any subcontractor agrees to comply with any implementing requirements FTA may issue. 7.24.2.3 Disabilities: In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. 12112, the Contractor and any subcontractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor and any subcontractor agree to comply with any implementing requirements FTA may issue. 7.24.3 Inclusion of Subcontracts: The Contractor and any subcontractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal Assistance provided by FTA, modified only if necessary to identify the affected. 7.24.4 Non-Compliance: Failure by the Contractor or any subcontractor to comply with any of the provisions of 7.24 Civil Rights Requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as VIA deems appropriate. 7.25 Breaches and Dispute Resolution: (Refer to "General Terms"). 7.26 Patents and Rights in Data: (Applies to contracts involving experimental, developmental, or research work). 7.26.1 Rights in Data: These following requirements apply to each contract involving experimental, developmental or research work: 1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. 2) The following restrictions apply to all subject data first produced in the performance of the Contract: a) Except for its own internal use, Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have

Request for Proposal for Microtransit Service 173 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 7 either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. b) In accordance with 49 CFR 18.34 and 49 CFR 19.36, the Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b)2 of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by VIA or Contractor using Federal assistance in whole or in part provided by FTA. c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA or VIA determines otherwise, the Contractor performing experimental, developmental, or research work required by this Contract agrees to permit VIA and FTA to make available to the public, either VIA's or FTA's license in the copyright to any subject data developed in the course of the Contract, or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the Contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c), however, does not apply to adaptations of automatic data processing equipment or programs for VIA or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. d) Upon request by VIA or the Federal Government, the Contractor agrees to indemnify, save, and hold harmless VIA and the Federal Government, their officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by VIA or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Contractor shall not be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent.

174 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 8 f) Data developed by Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by this Contract is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that Contractor identifies to VIA and FTA that data in writing at the time of delivery of the contract work. g) Unless VIA and FTA determine otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. 3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), Contractor agrees to take the necessary actions to provide, through VIA and FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 CFR Part 401. 4) The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. 7.26.2 Patent Rights: The following requirements apply to each contract involving experimental, developmental, or research work: 1) If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the Contract, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, Contractor agrees to take actions necessary to provide immediate notice and a detailed report to VIA until FTA is ultimately notified. 2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), Contractor agrees to take the necessary actions to provide, through VIA and FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 CFR Part 401.

Request for Proposal for Microtransit Service 175 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 9 3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. 7.27 Transit Employee Protective Agreements (Applies to contracts where transit operations are performed by employees of a contractor recognized by FTA to be a transit operator): The Contractor agrees to comply with applicable transit employee protective requirements as follows: 7.27.1 General Transit Employee Protective Requirements: To the extent that VIA or FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on this Contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this Contract and to meet the employee protective requirements of 49 U.S.C. 5333(b), and U.S. DOL guidelines at 29 CFR Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to VIA's project from which Federal assistance is provided to support work on this Contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection, however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. 5311. Alternate provisions for those projects are set forth in the two subsections entitled "Transit Employee Protective Requirements" of this clause, immediately below. 7.27.2 Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. 5310(a)2 for Elderly Individuals and Individuals with Disabilities: If this Contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. 5333(b), U.S. DOL guidelines at 29 CFR Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth FTA Grant Agreement or Cooperative Agreement with VIA. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. 7.27.3 Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. 5311 in Non- urbanized Areas: If the Contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto.

176 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 10 7.27.4 Subcontracts: The Contractor also agrees to include these requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 7.28 General Disadvantaged Business Enterprise (DBE) Provisions: (Refer to Section 8 for provisions specific to this Contract). 7.28.1 DBE Program: As a condition to financial assistance, VIA has submitted and the DOT has approved, a Disadvantaged Business Enterprise program ("VIA's DBE Program") which VIA has agreed to perform. VIA's DBE Program is incorporated into this Contract by reference and made a part hereof. Failure of the Contractor to comply with such terms will constitute a breach of contract. A copy of VIA’s DBE Program may be obtained from VIA’s DBE office. 7.28.2 General Policy: It is the policy of VIA that Disadvantaged Business Enterprises "DBEs" as defined in 49 CFR Part 26, shall have the maximum opportunity to participate in the performance of contracts. Consequently, the DBE requirements of 49 CFR Part 26, apply to this Contract. If the Contractor is found to have failed to exert good faith efforts (as defined in 49 CFR 26.5) to meet the DBE contract goal, VIA may declare the Contractor noncompliant and in breach of contract. 7.28.2.1 DBE Obligation: Contractor agrees to ensure that DBEs as defined in 49 CFR Part 26, have the maximum opportunity to participate in the performance of contracts and subcontracts under this Contract. In this regard, Contractor shall take all necessary and reasonable steps in accordance with 49 CFR Part 26, and VIA's DBE Program, to ensure that DBEs have the maximum opportunity to compete for and perform contracts. 7.28.2.2 Contractor/Subcontractor Obligation: The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of [this] Contract[s]. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as VIA deems appropriate. 7.29 RESERVED. 7.30 Incorporation of Federal Transit Administration (FTA) Terms: The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any VIA requests which would cause VIA to be in violation of the FTA terms and conditions. 7.31 Drug and Alcohol Testing (Applies to operational service contracts involving safety-sensitive functions - 49 CFR 655 and 49 CFR part 40): The Contractor shall establish and implement a drug and

Request for Proposal for Microtransit Service 177 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 11 alcohol testing program that complies with 49 CFR Parts 655 and 49 CRF part 40, produce any documentation necessary to establish its compliance with Parts 655 and 49 CFR part 40, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the state oversight agency of Texas, or VIA, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 655 and 49 CFR part 40 and review the testing process. 7.32 - 7.39 Reserved for future expansion: 7.40 Additional Environmental and Resource Conservation Requirements: 7.40.1 Environmental Protection: Contractor agrees to comply with the requirements of the National Environmental Policy Act of 1969, as amended, 42 U.S. C. 4321 et seq.; Section 14 of the Federal Transit Act, as amended, 49 U.S.C. app. 1610; the Council on Environmental Quality regulations, 40 CFR Part 1500 et seq.; and the joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," at 23 CFR Part 771 and 49 CFR Part 622. 7.40.2 Air Pollution: The Contractor agrees to comply with the joint FHWA/FTA regulations, "Air Quality Conformity and Priority Procedures for Use in Federal-Aid Highway and 49 CFR Part 623. The Contractor assures that any facilities or equipment acquired, constructed, or improved as part of the Project are or will be designed and equipped to limit air pollution as provided in accordance with the following EPA regulations: "Control of Air Pollution from Motor Vehicles and Motor Vehicles Engines," 40 CFR Part 85; "Control of Air Pollution from New and In-Use Motor Vehicles and New and In-Use Motor Vehicles Engines: Certification and Test Procedures," 40 CFR Part 86; and "Fuel Economy of Motor Vehicles," 40 CFR Part 600; in accordance with applicable Federally-approved State Implementation Plan(s) (in particular, the Transportation Control Measures); and in accordance with applicable Federal regulations, directives and other standards. 7.40.3 Historic Preservation: The Contractor agrees to assist the Government to comply with Section 106 of the National Historic Preservation Act, 16 U.S.C. 470f, involving historic and archaeological preservation by: (a) Consulting the State Historic Preservation Officer on the conduct of investigations, in accordance with Advisory Council on Historic Preservation regulations, "Protection of Historic and Cultural Properties," 36 CFR Part 800, to identify properties and resources listed in or eligible for inclusion in the National Register of Historic Places that may be affected by the Project, and notifying VIA and the Government (FTA) of the existence of any such properties; and (b) Complying with all Federal requirements to avoid or mitigate adverse effects upon such properties

178 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 7 PAGE 12 7.40.4 Mitigation of Adverse Environmental Effects: Should the performance under this Contract cause adverse environmental effects, the Contractor agrees to take all reasonable steps to minimize such effects pursuant to 49 U.S.C. app. 1610, all other applicable statutes, and the procedures set forth in 23 CFR Part 771 and 49 CFR Part 622. The Contractor agrees to undertake all environmental mitigation measures that may be identified as commitments in applicable environmental documents (such as environmental assessments, environmental impact statements, memoranda of agreements, and statements required by 49 U.S.C. 303) and with any conditions imposed by the Government as part of a finding of no significant impact or a record of decision; all such mitigation measures are incorporated in and made part of this Contract by reference. 7.41 Access Requirements for Individuals with Disabilities: The Contractor agrees to comply with, and assure that any subcontractor, or third party contractor under this Project complies with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. 12101 et seq. and 49 U.S.C. 322; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. 794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. app. 1612; and the following regulations and any amendments thereto: (a) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; (b) U.S. DOT regulations, "Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefitting from Federal Financial Assistance," 49 CFR Part 27; (c) U.S. DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 49 CFR Part 38; (d) Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 CFR Part 35; (e) DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 CFR Part 36; (f) General Services Administration regulations, "Construction and Alteration of Public Buildings," "Accommodations for the Disabled," 41 CFR Part 101-19; (g) Equal Employment Opportunity Commission (EEOC) "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630; (h) Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 CFR Part 64, Subpart F; (i) FTA regulations, "Transportation for Elderly and Disabled Persons," 49 CFR Part 609; (j) Architectural and Transportation Barriers Compliance Board regulations,” Minimum Guidelines and Requirements for Accessible Design,” 36 CFR part 1190; (k) Architectural and Transportation Barriers Compliance Board regulations, “Americans With Disabilities Act (ADA) Accessibility Guidelines for Buildings and Facilities,” 26 CFR Part 1191; and (l) Architectural and Transportation Barriers Compliance Board regulations, “Americans With Disabilities Act (ADA) Accessibility Guidelines for Transportation Vehicles,” 36 CFR 1192.

Request for Proposal for Microtransit Service 179 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 8 PAGE 1 PART 8 DISADVANTAGED BUSINESS ENTERPRISE PROGRAM (Includes the SBE Element 49 CFR 26.39 Provisions) 8.1 Definitions: a) Disadvantaged Business Enterprise or DBE means a for-profit small business enterprise: 1) that is at least 51 percent owned by one or more individuals who are both socially and economically disadvantaged or, in the case of a corporation, in which 51 percent of the stock is owned by one or more such individuals; and 2) whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. b) Small business enterprise means, with respect to firms seeking to participate as DBEs in DOT-assisted contracts, a small business enterprise as defined pursuant to section 3 of regulations implementing it (13 CFR part 121) that also does not exceed the cap on average annual gross receipts specified in Section 26.65(b). c) Socially and economically disadvantaged individual means any individual who is a citizen (or lawfully admitted permanent resident) of the United States and who is: 1) Any individual who a recipient finds to be a socially and economically disadvantage individual on a case-by-case basis. 2) Any individual in the following groups, members of which are refutably presumed to be socially and economically disadvantaged: i. “Black Americans,” which includes persons having origins in any of the Black racial groups of Africa; ii. “Hispanic Americans,” which includes persons of Mexican, Puerto Rican, Cuban, Dominican, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race; iii. “Native Americans,” which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; iv. “Asian-Pacific Americans,” which includes persons whose origins are from Japan, China, Taiwan, Korea, Burma (Myanmar), Vietnam, Laos, Cambodia, Philippines, Brunei, Samoa, Guam, the U.S. Trust Territories of the Pacific Islands (Republic of Palau), the Commonwealth of the Northern Marianas Islands, Macao, Fiji, Tonga, Kiribati, Tuvalu, Nauru, Federated States of Micronesia, or Hong Kong; v. “Subcontinent Asian Americans,” which includes persons whose origins are from India, Pakistan, Bangladesh, Bhutan, the Maldives Islands, Nepal or Sri Lanka;

180 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 8 PAGE 2 vii. Any additional groups whose members are designated as socially and economically disadvantaged by the SBA, at such time as the SBA designation becomes effective. 8.2 Offerors Obligation: Each subcontract the Contractor signs with a Subcontractor must include the following assurance: “The Contractor, Sub-Recipient or Subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 FR Part 26 in the award and administration of DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as the recipient deems appropriate.” 8.3 Submission of DBE Forms: Offerors shall submit with their offer a completed Schedule of Participation (SOP) form (listing all proposed Subcontractors, DBE, SBE and non-DBE) and an executed Intent to Perform as a DBE or SBE Subcontractor form for each DBE or SBE Subcontractor listed on the SOP. As required in Section 5 of this Exhibit, complete Good Faith Effort documentation (if necessary) must be submitted at this same time. The listing of a DBE or an SBE by an Offeror shall constitute a representation by the Offeror to the Agency that it believes such DBE firm to be technically and financially qualified and available to perform the work. It shall also represent a commitment by the Offeror that if it is awarded the Contract it will enter into a subcontract with such DBE (provided that the DBE is certified) for the work described and at the price set forth in both the Schedule of Participation and the Intent to Perform as a DBE or SBE Subcontractor form. If the price changes after the forms have been submitted but prior to award of the Contract, the Offeror will immediately notify VIA’s Procurement Department of changed amount and the reason(s) for the change. No substitutions of DBE firms may be effected without the prior written approval by the DBE Officer. If an Offeror is a DBE and wishes to count its participation on the project towards the goal, it is required to perform that portion with its own work force. 8.4 Credit Applied to Goals: a) No credit toward meeting DBE, SBE Target and SBE Participation goals will be allowed unless VIA’s certifying agency partner and VIA Supplier Diversity staff have determined that the DBE or SBE is eligible. Offerors are strongly encouraged to contact VIA’s Supplier Diversity Department well in advance of the date set for receipt of offers in order to enable review of the proposed DBEs or SBEs eligibility to participate in VIA’s DBE Program. The dollar value of work performed under a Contract with a firm after it has ceased to be certified cannot count toward a contract goal. Participation of a DBE or SBE Subcontractor cannot count toward the prime Contractor’s DBE achievements until the amount being counted has been paid to the DBE. b) Only expenditures to DBEs or SBEs that perform a commercially useful function may be counted towards goals. A DBE or SBE can perform a commercially useful function when it is responsible vi. Women;

Request for Proposal for Microtransit Service 181 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 8 PAGE 3 function, the DBE or SBE must also be responsible, with respect to materials and supplies used on the Contract, for negotiation price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. A DBE or SBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DBE or SBE participation. If a DBE or SBE does not perform or exercise responsibility for at least 30 percent of the total cost of its contract with its own work force, or the DBE or SBE subcontracts a greater portion of the work of a contract than would be expected on the basis of normal industry practice for the type of work involved, it is not performing a commercially useful function. c) The Contractor may count only the value of the work actually performed by the DBE or SBE toward DBE, SBE Targets or SBE Participation goals. The Contractor may count the entire amount of that portion of a construction contract that is performed by a DBE’s or SBE’s own forces. The Contractor may include the cost of supplies and materials obtained by the DBE or SBE for the work of the Contract, including supplies purchased or equipment leased by the DBE or SBE (except supplies and equipment the DBE or SBE Subcontractor purchases or leases from the prime Contractor or its affiliate). The Contractor may count the entire amount of fees or commissions charged by a DBE or SBE firm for providing a bona fide service, such as professional, technical, consultant, or managerial services, or for providing bonds or insurance specifically required for the performance of a DOT-assisted or non Dot-assisted contract, toward DBE, SBE Targets or SBE Participation goals, provided the fee is reasonable and not excessive as compared with fees customarily allowed for similar services. When a DBE or SBE subcontracts part of the work of its contract to another firm, the value of the subcontracted work may be counted toward DBE, SBE Targets or SBE Participation goals only if the DBE’s or SBE’s Subcontractor is itself a DBE. Work that a DBE or SBE subcontracts to a non-certified firm does not count towards any race conscious goals. d) When a DBE or SBE performs as a participant in a joint venture, the Contractor may count a portion of the total dollar value of the Contract equal to the distinct, clearly defined portion of the work of the contract that the DBE or SBE performs with its own forces toward any race conscious goals. e) The Contractor may credit towards the race conscious goal the full expenditures for materials and supplies provided that the DBE or SBE is a manufacturer. A manufacturer is a firm that operates or (also, produces materials from raw materials, or substantially alters materials before resale) f) The Contractor may credit towards the race conscious goal only 60% of the total dollar cost for material and supplies purchased from DBEs or SBE’s that are regular dealers and not manufacturers. A regular dealer is an established firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the contract are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. A person may be regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone, or asphalt without owning, operating, or maintaining a place of business if the person both owns and operates distribution equipment for the products. Packagers, brokers, manufacturers’ representatives, or other persons who arrange or expedite transactions are not regular dealers. g) A Contractor may count toward its race conscious goal the following expenditures to DBE or SBE firms that are not manufacturers or regular dealers. i. The fees or commissions charged for a bona fide services such as professional, technical, consultant, or managerial services and assistance in the procurement of essential personnel, facilities, equipment materials or supplies required for performance of the for execution of the work of the Contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful maintains a factory or establishment that produces, on the premises, the materials, supplies, articles, or equipment required under the contract and of the general character described by the specifications.

182 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 8 PAGE 4 contract, provided that the fee is determined to be reasonable and not excessive as compared with fees customarily allowed for similar services. ii. The fees charged for delivery of materials and supplies required on a job site (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is not also the manufacturer of or a regular dealer in, the materials and supplies. iii. The fees charged for providing any bonds or insurance specifically required for the performance of the Contract. iv. The fees charged for assistance in the procurement of the materials and supplies provided that the fees are reasonable and not excessive as compared with fees customarily allowed for similar services. 8.5 Demonstration of Good Faith Effort: a) If an Offeror does not meet the race conscious goal, it shall nevertheless be eligible for award of the Contract if it can demonstrate to the satisfaction of VIA that it has made a good faith effort to meet the race conscious goal. In evaluating an Offeror’s good faith effort submission, VIA will only consider those documented efforts that occurred prior to receipt of competitive sealed Bids (IFB) or competitive sealed Proposals (RFP). In the event that a firm submitted by an Offeror is not able to be confirmed as certified by VIA, the Offeror will be notified and given an opportunity to substitute that firm with another DBE firm or SBE firm. The Offeror will be given a deadline to accomplish the substitution. In the event the Offeror is unable to contract with another substitute DBE or SBE firm, the good faith effort that the Offeror made in attempting to contract with the substitute DBE or SBE firm must be documented to VIA’s Supplier Diversity Department. Documentation submitted in accordance with this subparagraph is the only exception to the requirements in subparagraph “a” above pertaining to the good faith efforts that VIA will consider in determining whether the Offeror shall be otherwise eligible for award of the Contract. b) In making a determination that the Offeror has made a good faith effort to meet the race conscious goal, VIA shall consider among other things it deems relevant, the criteria set forth below. Additionally, in determining whether a Bidder has made a good faith effort, VIA will take into account the performance of other Bidders in meeting the contract goal or target. The Offeror shall furnish as part of its DBE or SBE utilization information provided under Section 5(a) such specific documentation concerning the steps it has taken to obtain DBE or SBE participation, with a consideration of, by way of illustration and not limited to the following: i. Whether the Offeror solicited through all reasonable and available means (e.g. attendance at Pre-Bid meetings, advertising and/or written notices) the interest of all certified DBEs or SBEs who have the capability to perform the work of the Contract. The Bidder must solicit this interest within sufficient time to allow the DBEs or SBEs to respond to the solicitation. The Bidder must determine with certainty if the DBEs or SBEs are interested by taking appropriate steps to follow up initial solicitations. ii. Whether Offeror selected portion of the work to be performed by DBEs or SBEs in order to increase the likelihood that the DBE goal or SBE Target will be achieved. This includes, where appropriate, splitting out contract work items into economically feasible units to facilitate DBE or SBE participation, even when the

Request for Proposal for Microtransit Service 183 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 8 PAGE 5 prime Contractor might otherwise prefer to perform these work items with its own forces. iii. Whether the Offeror provided interested DBEs and SBEs with adequate information about the plans, specifications, and requirements of the Contract in timely manner to assist them in responding to a solicitation. iv. Whether the Offeror negotiated in good faith with interested DBEs and SBEs. It is the Bidder’s responsibility to make a portion of the work available to DBE or SBE Subcontractors and suppliers and to select those portions of the work or material needs consistent with the available DBE or SBE Subcontractors and suppliers, so as to facilitate DBE or SBE participation. Evidence of such negotiation includes the names, addresses, and telephone number of DBEs and SBEs that were considered; a description of the information provided regarding the plans and specifications for the work selected for subcontracting; and evidence as to why additional agreements could not be reached for DBEs or SBEs to perform the work. A Bidder using good business judgment would consider a number of factors in negotiating with Subcontractors, including DBE or SBE Subcontractors, and would take a firm’s price and capabilities as well as contract goals or SBE Targets into consideration. However, the fact that there may be some additional costs involved in finding and using DBEs or SBEs is not in itself sufficient reason for a Bidder’s failure to meet the contract DBE goal or SBE Target, as long as such costs are reasonable. Also, the ability or desire of a prime Contractor to perform the work of a Contract with its own organization does not relieve the Bidder of the responsibility to make good faith efforts. Prime Contractors are not, however, required to accept higher quotes form DBEs or SBEs if the price difference is excessive or unreasonable. v. Whether the Offeror rejected DBEs or SBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The Contractor’s standing within its industry, membership in specific groups, organizations, or associations and political or social affiliations (for example union vs. non-union employee status) are not legitimate causes for the rejection or non-solicitation of Bids in the Contractor’s efforts to meet the project goal. vi. Whether the Offeror made efforts to assist interested DBEs and SBEs in obtaining bonding, lines of credit, or insurance as required by the recipient or Contractor. vii. Whether the Offeror made efforts to assist interested DBEs or SBEs in obtaining necessary equipment, supplies, materials, or related assistance or services. viii. Whether the Offeror effectively used the services of available minority/women community organizations; minority/women contractors’ groups; local, state, and Federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of DBEs and SBEs. c) In determining whether an Offeror has demonstrated good faith, VIA will look not only at the different kinds of efforts that the Offeror has made, but also the quantity and intensity of those efforts. Efforts that are mere pro forma are not good faith efforts to meet the DBE goal or SBE Target (even if they are sincerely motivated) if, given all relevant circumstances, the Offeror’s efforts could not reasonably be expected to produce a level of DBE or SBE participation sufficient to meet the goal or target set on a Contract.

184 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 8 PAGE 6 8.6 Certification of DBEs and SBEs: a) VIA is a participating entity under the Texas Unified Certification Program (TUCP). This means that VIA will accept certifications from any of the certifying agencies that have agreed to perform the certification of DBEs and SBEs within the state of Texas under the Texas Unified Certification Program (TUCP). The participating agencies are: • Texas Department of Transportation, • North Central Texas Regional Certification Agency, • South Central Texas Regional Certification Agency, • City of Houston, • City of Austin, and • Corpus Christi Regional Transportation Authority. Additionally, a unified certification program is a federal DOT memorandum of agreement for certification services that are performed by all 50 U.S. states’ DOT. b) The South Central Texas Regional Certification Agency (SCTRCA) will serve as the certifying agency for the San Antonio region, which includes Bexar County. All prospective DBEs and SBEs must submit appropriate forms, available through the SCTRCA, to prove actual ownership and control by DBEs and SBEs. All such firms shall cooperate in supplying additional information as requested by SCTRCA staff, which will determine the certification of eligible DBEs and SBEs. Blank forms may be obtained by contacting the SCTRCA. Vendors may also contact the VIA EE-BO Office at (210) 362-2077 to obtain information. c) In the event VIA determines that a firm identified by the Offeror as a potential DBE or SBE does not qualify as a DBE or SBE, the Offeror shall be informed and will be provided with an opportunity to substitute firms meeting the certifying agency’s DBE or SBE eligibility criteria for VIA’s consideration. d) Information concerning DBEs and SBEs currently certified can be obtained by contacting the VIA Supplier Diversity Office. Offerors are reminded that only certified DBEs or SBEs may participate in Agency contracts in such capacities. If Offerors propose using a DBE or SBE not currently certified with any of the other recipients in the Texas Unified Certification Program (TUCP), the DBE or SBE Application must be approved by the South Central Texas Regional Certification Agency no later than the date and time established for the receipt of Proposals. Any extensions to the due date by amendment to the solicitation shall automatically extend the due date of the application. 8.7 DBE or SBE Modification or Substitution (dictated by assigned race conscious goal DBE, SBE Target or SBE Participation): In the event that an Offeror wishes to modify its Schedule of Participation (SOP) after its offer is submitted and/or a Contract awarded, the Offeror/Contractor must notify VIA in writing and request approval of the modification. This will include any changes to items of work, material, services or DBE or SBE firms which differ from those identified on the Schedule of Participation on file. The Offeror/Contractor must cooperate in supplying VIA with additional information with respect to the requested modification. If the modification involves a substitution and if it is approved by VIA’s DBE Officer, the Offeror/Contractor must make every good faith effort to replace the DBE or SBE with another comparable and certified DBE or SBE. In the event

Request for Proposal for Microtransit Service 185 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 8 PAGE 7 that the Offeror/Contractor is unable to contract with another DBE or SBE firm, such good faith efforts must be documented to VIA’s Supplier Diversity Department. The substitute DBE or SBE firm must be confirmed as certified by VIA in order for the Offeror/Contractor to receive credit towards fulfilling its DBE participation goal or SBE Target for the Contract. 8.8 Payment Documentation: Currently with the submission of the invoice or each request for a progress payment under this Contract, the Contractor shall provide on the Vendor Payment Report Form a breakdown of the amounts paid to date to DBEs or SBEs identified by the Contractor to participate on the Contract. As provided elsewhere in the Contract, VIA may withhold all or part of any progress payment otherwise due the Contractor if the Contractor fails to submit the Vendor Payment Report Form and make prompt payment to its Subcontractors, suppliers and laborers. 8.9 Banks and Financial Institutions: The Contractor is encouraged to utilize the services of disadvantaged, minority and woman-owned banks and financial institutions. 8.10 Sanctions for Non-Compliance with the Agency’s DBE Program Provisions: Failure of the Contractor to carry out VIA’s DBE Program (including the SBE Element 49 CFR 26.39) provisions shall constitute a breach of contract and may result in termination of the contract for default or such remedy as VIA may deem appropriate. The willful making of false statements or providing incorrect information will be referred for appropriate legal action.

186 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 1 PART 9 FORMS 9.1 Forms to be Submitted with Proposal: 9.1.1 Offer and Certifications Form: The undersigned Bidder/offeror having read and examined the Procurement (see section entitled "Definitions") documents, and which will ultimately comprise the Contract for the above designated Work, and thoroughly familiarized himself/herself with the factors which will affect the execution of the Work and the cost thereof, does hereby offer to furnish all materials and labor to complete the work set forth in this offer. All prices stated herein are firm and shall not be subject to escalation provided this offer is accepted within one hundred twenty (120) days after the official opening of the proposal. Furthermore, the undersigned hereby declares that he has thoroughly reviewed all the Procurement documents (which will ultimately comprise the Contract) and has found no discrepancies with the information or accuracy of the documents that might affect either the cost or the time of the work. The following certifications are made in connection with the bid/offer and the performance of the Contract (the references to "Bidder/offeror" shall also mean and apply to "Contractor" upon acceptance of the Bid/offer): 9.1.1.1 Good Faith Offer: The Bidder/offeror hereby declares that only the persons or firms interested in the offer as principal or principals are named herein and that no other persons or firms then herein mentioned have any interest in this offer or in the contract to be entered into; that this offer is made without connection with any other person, company, or parties likewise submitting a bid or offer; and that it is in all respects for and in good faith. 9.1.1.2 Contractor Compliance with VIA's Drug/Alcohol-Free Workplace Policy: The Bidder/offeror certifies that it will comply with VIA's Policies and Procedures for maintaining a drug and alcohol free work environment, the essence of which is as follows: 1. While operating as a contractor or subcontractor performing work on VIA's premises, neither the Bidder/offeror or its subcontractor(s) will engage in the unlawful manufacture,

Request for Proposal for Microtransit Service 187 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 2 distribution, dispensing, possession or use of a controlled substance in conduct of any contracting activity paid for by VIA. (Authority -- 49CFR 29.600 Subpart F) 2. At its sole option, VIA may elect to subject Contractor and/or subcontractor personnel to random testing for the presence of controlled substances when such employees are performing safety sensitive work on VIA's premises. (A copy of VIA's Drug and Alcohol Policy is available upon request.) (Authority -- 49CFR 40.1) 3. Upon determination of one or more confirmed instances of the presence of a controlled substance involving Contractor or subcontractor personnel, VIA may elect to take punitive action against Contractor including, but not limited to Termination for Default. 9.1.1.3 Affidavit of Non-Collusion: The Bidder/Offeror certifies that: The attached Bid/offer has been arrived at by the bidder independently, and has been submitted without collusion with, and without agreement, understanding, or planned common course of action with, any other vendor of materials, supplies, equipment, services described in the Procurement documents, designed to limit independent bidding or competition; and the contents of the Bid/offer have not been communicated by the bidder or its employees or agents, to any person not an employee or agent of the Bidder/offeror or its surety on any bond furnished with the Bid/offer, and will not be communicated to any such person prior to the official opening of the bid or consideration of the proposal. 9.1.1.4 Certification of Restrictions on Lobbying: The Bidder/offeror certifies that: 1. No Federally appropriated funds have been or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. 2. If any funds other than Federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying,” in accordance with its instructions (as amended by

188 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 3 "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1431 (1/19/96). 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed for making or entering into this transaction imposed by 31 U.S.C. 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to civil penalty of not less than $10,000 and not more than $100,000 for each such failure. THE BIDDER/OFFEROR CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF EACH STATEMENT OF ITS CERTIFICATION AND DISCLOSURE, IF ANY. IN ADDITION, THE BIDDER/OFFEROR UNDERSTANDS AND AGREES THAT THE PROVISIONS OF 31 U.S.C. 3801 ET. SEQ., APPLY TO THIS CERTIFICATION AND DISCLOSURE, IF ANY. 9.1.1.5 Bid/offer: By execution below, the Bidder/offeror agrees to faithfully and diligently complete the work as bid herein, and as specified in VIA's Procurement documents including those described in the section entitled "Contract" under Part 2, "Scope of Work, Terms and Conditions." Bidder/offeror understands and agrees that by execution below, it is offering to be bound by the terms contained or referenced in the section entitled "Contract" under Part 2, "Scope of Work, Terms and Conditions" and that, in the event VIA accepts this offer, such documents will form and constitute a legally binding contract. By execution below, Bidder/offeror provides all the certifications and assurances described in this Bid/offer, and further certifies that all information provided or otherwise contained in its response to VIA's Procurement Solicitation is true and correct, including but not limited to the information contained in the following forms: Acknowledgment of Addenda List of Similar Contracts/References Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Business Questionnaire Conflict of Interest Questionnaire Certificate of Interested Parties (Form 1295) Schedule of Participation

Request for Proposal for Microtransit Service 189 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 4 DBE/SBE Participation Certification DBE/SBE Unavailability Certification VIA’s Declaration of Agency Sustainability

190 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 5 Signed this _____ day of __________________, 20____. PROPOSED CONTRACTOR (Bidder/offeror) ____________________________________ d/b/a (Name should be the same as the response to question #1 "Business Questionnaire"). ____________________________________ (individual or officer authorized to sign on behalf of Bidder/offeror) ____________________________________ (title, or legal capacity - attach power of attorney, if any) ATTEST: (if Bidder/offeror is a corporate entity) By [Affix CORPORATE SEAL here] (Title - usually, "corporate secretary") ACKNOWLEDGED, SWORN TO and SUBSCRIBED before me, the undersigned authority, on this day of ___________________, 20 , to certify which, witness my hand and seal of office. Notary Public AWARDED, executed and effective this ____ day of ____________, 20____. VIA Metropolitan Transit

Request for Proposal for Microtransit Service 191 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 6 By:

192 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 7 9.1.2 ACKNOWLEDGMENT OF ADDENDA The undersigned acknowledges receipt of the following addenda to the Bidding Documents: ADDENDUM NO. , DATED ADDENDUM NO. , DATED ADDENDUM NO. , DATED ADDENDUM NO. , DATED ADDENDUM NO. , DATED NOTE: Failure to acknowledge receipt of all addenda may cause the bid to be considered nonresponsive to the solicitation. Acknowledged receipt of each addendum must be clearly established and included with the bid. Name of Firm Signature of Authorized Person Address Print Name City State Zip Code Position and/or Title

Request for Proposal for Microtransit Service 193 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 8 Type of Entity Date 9.1.3 LIST OF SIMILAR CONTRACTS/REFERENCES (All Formal Solicitations) 1. Project: Contact Person: Company Name: Telephone Number: Fax Number: E-mail Address: 2. Project: Contact Person: Company Name: Telephone Number: Fax Number: E-mail Address: 3. Project: Contact Person: Company Name: Telephone Number: Fax Number: E-mail Address: 4. Project: Contact Person: Company Name: Telephone Number: Fax Number: E-mail Address: Name of Firm Signature of Authorized Person Address Print Name

194 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 9 City State Zip Code Position and/or Title Type of Entity Date

Request for Proposal for Microtransit Service 195 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 10 9.1.4 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION (Pursuant to 49 CFR Part 29, Appendix B) (All Solicitations Valued at $25,000 and above) 1. By signing and submitting this bid or proposal, the Bidder is providing the signed certification set out below. 2. The certification referred to in this paragraph clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, VIA may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to VIA if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered participant,” “persons,” “lower tier covered transaction,” principal,” “proposal,” and “voluntarily excluded,” as used in this paragraph, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549, 49 CFR Part 29. You may contact VIA for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by VIA. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause entitled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and all solicitations for lower- tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Non-procurement List issued by U.S. General Services Administration. 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under subparagraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, VIA may pursue available remedies including suspension and/or debarment. CERTIFICATION The prospective lower tier participant certifies, by submission of this offer, that neither it nor its “principals,” [as defined at 49 C.F.R. § 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. When the prospective lower tier participant is unable to certify to the statements in this certification, prospective lower tier participant shall attach an explanation to this proposal. Signature Typed or Printed Name Title

196 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 11 Company Date 9.1.5 BUSINESS QUESTIONNAIRE: (For Solicitations Valued at $5,000 and above) This questionnaire must be submitted for all potential Contractors and subcontractors listed on the Schedule of Participation. 1. Name of Proposed Contractor ("Business", herein): Doing Business As: Other business name, if applicable) EIN#______________________________ 2. Business Mailing Address: Street Address City State Zip Code 3. Business Telephone Number: ( ) Fax Number: ( ) E-mail address: _____________________________________________ 4. Business Type: Individual Corporation Partnership Joint Venture 5. Number of Years in Business: 6. Annual Gross Revenue: (M represents Millions) $1M or less $1M-$5M $5M-$10M $10M-$16M $16M or Over 7. Number of Employees: Less than 50 50-100* 101-750 751-1,000 1,001 or over 8. Is Business Owned by Minority Ethnicity? Yes No 9. Ethnic Group: African American Hispanic American Native American Asian Pacific American Subcontinent Asian American Caucasian Other (Please Specify) _____________________________________ 10. Female Owned Business? Male Owned Business? 11. Physically Challenged? Yes No 12. Type of Work Performed: Construction Wholesale/Distributor Manufacturing Professional Service General/Technical Service Retail 13. Please provide a brief description of your materials and/or services: 14. Is the Business a subsidiary of another entity? Yes No 15. Has the Business, or any officer or partner thereof, failed to complete a contract? Yes No

Request for Proposal for Microtransit Service 197 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 12 16. Is any litigation pending against the Business? Yes No 17. Has the Business ever been declared "not responsible"? Yes No 18. Has the Business been debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded or otherwise disqualified from bidding, proposing or contracting? Yes No REV 2/15/13 19. Has the Business been a defaulter, as principal, surety or otherwise? Yes No 20. Has the government or other public entity requested or required enforcement of any of its rights under a surety agreement on the basis of a default or in lieu of declaring the Business in default? Yes No 21. Is the Business in arrears upon a contract or debt? Yes No 22. Are there any proceedings pending relating to the Business' responsibility, debarment, suspension, voluntary exclusion or qualification to receive a public contract? Yes No 23. Have liquidated damages or penalty provisions been assessed against the Business for failure to complete the work on time or for any other reason? Yes No 24. If a "yes" response is given under questions 14 through 23, please provide a detailed explanation including dates, references to contract information, contacts, etc. (attach additional pages as necessary). VIA reserves the right to inquire further with respect thereto. 25. List the name and business address of each person or legal entity that has a 10% or more ownership or control interest in the Business (attach additional pages as necessary). 26. Name of principal financial institution for financial responsibility reference. Name of Bank: Address: City and State: Officer familiar with bidders account: Federal Taxpayer I.D. number: 27. Please check all classifications that apply to your business: AABE ACDBE DIBE DBE MBE SBE VBE WBE ESBE AIBE LGBT 28. How were you notified of this solicitation? (Check all that apply—your response to this will help improve our outreach efforts.) Newspaper VIA Website TX Marketplace Direct Mail E-mail VIA Outreach Telephone Networking Event Other (Identify) I, individually and on behalf of the business named above, do by my signature below certify that the information provided in this questionnaire is true and correct. I understand that if the information provided herein contains any false statements or any misrepresentations: 1) VIA will have the grounds to terminate any or all contracts which VIA has or may have with the business; 2) VIA may disqualify the business named above from consideration for contracts and may remove the business from VIA’s bidders list; or/and 3) VIA may have grounds for initiating legal action under federal, state or local law. Note: This questionnaire is also a certification form; the information requested will be used to determine small business status as per 13 CFR Part 121. Additionally, this information will allow VIA to report the amount of subcontracting activity with all businesses that offer the commodities and services used by VIA. * Contractors that employ 50 or more transit related employees will be required to submit a copy of their EEO program.

198 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 13 Printed Name: Title Signature of Owner: Date: (Owner, CEO, President, Majority Stockholder or Designated Representative) Questions about this document should be directed to the Contract Administrator REV 2/15/13

Request for Proposal for Microtransit Service 199 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 14 9.1.6 CONFLICT OF INTEREST QUESTIONNAIRE (All Formal Solicitations) For vendor or other person doing business with local government entity FORM CIQ This questionnaire is being filed in accordance with chapter 176 of the Local Government code by a person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor OFFICE USE ONLY Date Received 1 Name of person doing business with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.)

200 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 15 Name of local government officer with whom filer has affiliation or business relationship. ___________________________________________ Name of Officer This section, item 5 including subparts A, B, C & D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? YES NO B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? YES NO C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? YES NO D. Describe each affiliation or business relationship. 4 ___________________________________________________ __________________ Signature of person doing business with the governmental entity Date 9.1.7 CERTIFICATE OF INTERESTED PARTIES FORM 1295 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. VIA METROPOLITAN TRANSIT 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. 3

Request for Proposal for Microtransit Service 201 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 16 4 Name of Interested Party City, State, Country (place of business) Nature of Interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said _______________________________________________, this the ______________ day of __________________________, 20_____ , to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath ADD ADDITIONAL PAGES AS NECESSARY

202 Microtransit or General Public Demand–Response Transit Services: State of the Practice 1) Name of Contractor/Subcontractors 2) Address, Telephone firm (including name of contact person) 3) Description of Work, services provided. Where applicable, specify “supply” or “install” or both 4) DBE, SBE or Non- certified 5) Ethnic Code 6) Age of Firm 7) Dollar value of commitment 8) DBE, SB Target or SB SUB-CONTRACTORS (Please indicate below) PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 17 ___________________ Signature of Authorized Representative of Offeror Date Signed 9.1.8 DBE or/SBE SCHEDULE OF PARTICIPATION VIA METROPOLITAN TRANSIT Schedule of Participation Ethnic Code: A=African American Male; B=African American Female; C=Asian-Indian Male; D=Asian-Indian Female; E= Asian-Pacific Male; G=Asian-Pacific Female; H=Hispanic Male; I= Hispanic Female; J=Native American Male; K=Native American Female; L=White Female; M= Other CONFIDENTIAL INFORMATION REQUIRED SUBMITTAL Participation % Instructions: Offerors must complete this form by l isting: 1) Names of all proposed subcontractors; 2) Contact Information; 3) Description of work to be performed/product to be provided; 4) Status as a DBE, SBE or non-certif ied; 5) Ethnic Code of f irm; 6) Age of the firm; 7) Dollar value of commitment; and 8) DBE, SBE Target or SBE(%) participation. Subcontractors that are l isted on this form as DBEs or SBEs must be certif ied as a DBE or SBE with a participating Texas Unified Certif ication Program (TUCP) certifying agency at the time of the bid/proposal submission. The DBE or SBE certif ication must be complete by the time bids/proposals are submitted. Additionally, subcontractors that are l isted on this form as DBEs or SBEs must complete an Intent to Perform as a DBE or SBE Subcontractor agreeing to the information l isted here. A DBE prime must perform 30% of the contract to demonstrate a Commercially Useful Function CFR part§26.55”How is DBE participation counted towards goals?” This schedule must be completed as instructed above and include the prime and all subcontractors proposed on this project, including dollars and % of work committed. The undersigned will enter into a formal agreement with the DBE or SBE contractors for work listed in this schedule upon execution of a contract with VIA. The contractor agrees to the terms of this schedule by signing below and submitting the Intent to perform as completed by the DBE or SBE subcontractors.

Request for Proposal for Microtransit Service 203 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 18 1) Name of Subcontractors 2) Address, Telephone # of DBE firm (including name of contact person) 3) Description of Work, services provided. Where applicable, specify “supply” or “install” or both 4) DBE, SBE or Non- certified 5) Ethnic Code 6) Age of Firm 7) Dollar value of commitment 8) DBE, SB Target or SB Participation % SUB-CONTRACTORS (Please indicate below) This schedule must be completed as instructed above and include the prime and all subcontractors proposed on this project, including dollars and % of work committed. The undersigned will enter into a formal agreement with the DBE or SBE contractors for work listed in this schedule upon execution of a contract with VIA. The contractor agrees to the terms of this schedule by signing below and submitting the Intent to perform as completed by the DBE or SBE subcontractors. ____________________________________________________ ____________________________________ Signature of Authorized Representative of Offeror Date Signed Version 2 of 2

204 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 19 9.1.9 DBE or/SBE PARTICIPATION CERTIFICATION CONFIDENTIAL INFORMATION REQUIRED SUBMITTAL Intent to Perform as a DBE or SBE Contractor IFB/RFP # _________________ Note: In accordance with 49 CFR (Code of Federal Regulations) Part 26, VIA and ATD Board policy, DBE/SBE firms participating in VIA’s DBE Program must have “current” certification status with a TUCP Certifying Agency by the due date established for this IFB/RFP In addition, VIA’s SBE Participation Policy requires SBE certification for SBE Participation on locally funded contracts. 1. TO: (Name of Offeror/First Tier Subcontractor) 2. The undersigned is either currently certified under the Texas Unified Certification Program (TUCP) as a DBE or SBE or will be at the time this solicitation is due. 3. DBE Goal or SBE Target: The undersigned is prepared to perform the following described work and/or supply the material listed in connection with the above project (where applicable specify “supply” or “install” or both _____________________________________________________________________________________ _____________________________________________________________________________________ and the following price $ __________________________. With respect to the proposed subcontract described above, ___% of the dollar value of the first tier DBE’s subcontract will be sublet and/or awarded to other DBE subcontractors.

Request for Proposal for Microtransit Service 205 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 20 4. SBE Participation: The undersigned is prepared to perform _______________% on this contract. ________________________________ __________________________________________ ________________________ _____________________ (Name of DBE/SBE Firm) (Signature of Authorized Representative) (Phone Number) (Date Signed) ________________________________ __________________________________________ ________________________ _____________________ (Name of Offeror/Prime Contractor) (Signature of Authorized Representative) (Phone Number) (Date Signed) 9.1.10 DBE or/SBE UNAVAILABILITY CERTIFICATION I, , (Name) (Title) of certify that on (Firm) (Date) I contacted the following disadvantaged contractor to obtain a bid for work items to be performed on VIA's Contract No. Disadvantaged Contractor Work Items Sought Form of Bid Sought (i.e. Unit Price, Materials and Labor, Labor only, etc.)

206 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 21 To the best of my knowledge and belief, said disadvantaged contractor was unavailable (exclusive of unavailability due to lack of agreement on price) for work on this project, or unable to prepare a bid, for the following reasons(s): Signature Date 9.1.11 VIA METROPOLITAN TRANSIT’S DECLARATION OF AGENCY SUSTAINABILITY As the primary provider of public transportation in the San Antonio region, VIA Metropolitan Transit has long recognized its role as a steward of the environment and is continually exploring innovations to lessen its impact. Implementation of an ISO 14001:2004-certified Environmental and Sustainability Management System (ESMS) is one way VIA serves and protects San Antonio. VIA’s Environmental and Sustainability Management System (ESMS) Policy states: VIA Metropolitan Transit shall implement an Environmental & Sustainability Management System (ESMS) to provide a strategic and systematic approach to the management of environmental impacts. Implementation of an ESMS maximizes organizational benefit through risk mitigation, prevention of pollution, and regulatory compliance, and will help VIA to provide the community with safe, reliable and sustainable transportation. Each of VIA’s employees is entrusted with incorporating the actions necessary in their work to fulfill this commitment. By enacting this Environmental & Sustainability Management System, VIA commits to: • Implementation and continual improvement of environmental management practices and solutions • Prevention of pollution and utilization of environmentally safe methods of disposal and recycling to maintain a safe and clean environment • Compliance with applicable legal and other requirements to which VIA subscribes which relate to its environmental aspects • Minimization of significant environmental impacts by establishing environmental objectives and targets • Evaluation of environmental performance and progress through periodic review of the ESMS and related objectives and targets • Integration of sustainable practices during planning and decision making processes and in all other work conducted at VIA VIA is committed to becoming an environmental leader in the industry and pledges to provide necessary education and tools to all persons working for or on behalf of VIA to successfully carry out this program. VIA promotes implementation of goals and programs that will continuously reduce our environmental impact

Request for Proposal for Microtransit Service 207 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 22 on the community and environment. This environmental and sustainability management system policy will be documented, regularly reviewed, communicated to all persons working for or on behalf of VIA, and be made available to the public. We are committed to assessment of the environmental impacts associated with our activities and services, and we will develop and track measures of our progress. It is our goal to have VIA Metropolitan Transit recognized as a regional environmental steward as well as a sustainability leader among transit agencies. Please sign below to acknowledge that you have read VIA’s ESMS Policy and are aware that VIA is ISO 14001:2004-certified. Signature Date 9.2 Other Forms 9.2.1 SUBCONTRACTOR PARTICIPATION FOR PAYMENT This is to certify that for the month of________________, the following subcontractor(s) and supplier(s) will be paid: Name of subcontractor(s) or supplier(s) Amount $ $ $ $ $ $ $ ______________________________________________ Name of Authorized Person

208 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 9 PAGE 23 ______________________________________________ Signature of Authorized Person ______________________________________________ Date

Request for Proposal for Microtransit Service 209 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 10 PAGE 1 PART 10 PRICE PROPOSAL 10.1 Price Proposal 10.1.1 Responsiveness: To be responsive, proposals must include this form completed in ink or by machine, as indicated, and specified in 1.3.5, Receipt of Proposal, and 1.8, Price Proposal Submission. Any modifications to this form or to any of the terms of the Request for Proposal will render this proposal non-responsive. 10.1.2 Completion: The Proposer shall respond to each item on the Price Proposal. 10.1.3 Offer: _________________________________offers to supply goods or services to VIA Metropolitan Transit without exception according to all terms of the Request for Proposal issued by VIA on March 9, 2018 for VIA Contract #18-264 in consideration of payment of the following price: PROMPT PAYMENT DISCOUNT. The following prompt payment discount is hereby offered for payments made within the period specified after receipt of invoice. Option A Option B Option C Zone 1 Estimated Number of Passengers (Annual) Estimated Service Hours (Annual) Unit Cost Per Passenger Unit Cost Per Hour Lump Sum Cost Zone 1 - Year 1 0 0 -$ -$ -$ Zone 1 - Option Year 2 0 0 -$ -$ -$ Zone 1 - Option Year 3 0 0 -$ -$ -$ Zone 1 - Option Year 4 0 0 -$ -$ -$ Zone 1 - Option Year 5 0 0 -$ -$ -$ Totals 0 0 -$ -$ -$ Option D Option E Option F Zone 2 Estimated Number of Passengers (Annual) Estimated Service Hours (Annual) Unit Cost Per Passenger Unit Cost Per Hour Lump Sum Cost Zone 2 - Year 1 0 0 -$ -$ -$ Zone 2 - Option Year 2 0 0 -$ -$ -$ Zone 2 - Option Year 3 0 0 -$ -$ -$ Zone 2 - Option Year 4 0 0 -$ -$ -$ Zone 2 - Option Year 5 0 0 -$ -$ -$ Totals 0 0 -$ -$ -$ VIA may choose at the time of award or later, to award options. However, VIA will include the price of options considered for award in the price adjudication. Prices will be adjudicated on "all or none" basis.

210 Microtransit or General Public Demand–Response Transit Services: State of the Practice PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 10 PAGE 2 % days

Request for Proposal for Microtransit Service 211 PILOT MOBILITY ON DEMAND RIDESHARE VIA CONTRACT #18-264 PART 10 PAGE 1 VIA METROPOLITAN TRANSIT SITE MAP Prior to the time and date indicated in the bid document, Bids/Proposals are to be delivered to the Contracting Officer at VIA’s Procurement Department, VIA Metropolitan Transit, 800 W. Myrtle, Suite 203, San Antonio, Texas 78212.

Abbreviations and acronyms used without definitions in TRB publications: A4A Airlines for America AAAE American Association of Airport Executives AASHO American Association of State Highway Officials AASHTO American Association of State Highway and Transportation Officials ACI–NA Airports Council International–North America ACRP Airport Cooperative Research Program ADA Americans with Disabilities Act APTA American Public Transportation Association ASCE American Society of Civil Engineers ASME American Society of Mechanical Engineers ASTM American Society for Testing and Materials ATA American Trucking Associations CTAA Community Transportation Association of America CTBSSP Commercial Truck and Bus Safety Synthesis Program DHS Department of Homeland Security DOE Department of Energy EPA Environmental Protection Agency FAA Federal Aviation Administration FAST Fixing America’s Surface Transportation Act (2015) FHWA Federal Highway Administration FMCSA Federal Motor Carrier Safety Administration FRA Federal Railroad Administration FTA Federal Transit Administration HMCRP Hazardous Materials Cooperative Research Program IEEE Institute of Electrical and Electronics Engineers ISTEA Intermodal Surface Transportation Efficiency Act of 1991 ITE Institute of Transportation Engineers MAP-21 Moving Ahead for Progress in the 21st Century Act (2012) NASA National Aeronautics and Space Administration NASAO National Association of State Aviation Officials NCFRP National Cooperative Freight Research Program NCHRP National Cooperative Highway Research Program NHTSA National Highway Traffic Safety Administration NTSB National Transportation Safety Board PHMSA Pipeline and Hazardous Materials Safety Administration RITA Research and Innovative Technology Administration SAE Society of Automotive Engineers SAFETEA-LU Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (2005) TCRP Transit Cooperative Research Program TDC Transit Development Corporation TEA-21 Transportation Equity Act for the 21st Century (1998) TRB Transportation Research Board TSA Transportation Security Administration U.S. DOT United States Department of Transportation

M icrotransit or G eneral Public D em and –Response Transit Services: State of the Practice TCRP Synthesis 141 TRB TRA N SPO RTATIO N RESEA RCH BO A RD 500 Fifth Street, N W W ashington, D C 20001 A D D RESS SERV ICE REQ U ESTED ISBN 978-0-309-48018-5 9 7 8 0 3 0 9 4 8 0 1 8 5 9 0 0 0 0