8-RFQu North Temple Escalator Design.pdf

REQUEST FOR QUALIFICATIONS

Cover Sheet

General Information

Project Name Escalators Replacement Design – North Temple Station

Project Description The Utah Transit Authority (UTA) is preparing for the replacement of the escalators at the North Temple Trax and Frontrunner Station.

This solicitation is to procure a design team to lead the design of the project for UTA.

Project Start Date July 15, 2026

Contract Type Professional Services Agreement with fixed labor rates and NTEs.

UTA Project Manager David Osborn

Funding Source Federal DBE Participation Goal N/A

Procurement Process Information

RFQU No. 26-04045VW

Contract Administrator Vicki Woodward 669 West 200 South Salt Lake City, Utah 84101

(801) 287-3033 vwoodward@rideuta.com

Evaluation Criteria:

Evaluation Selection Weighting: 100 Points

• Section 1

• Team and Key Personnel Qualifications including an Organization Chart 35 Points

• Section 2

• Project Understanding and Approach to the Work

• 35 Points

• Section 3

• Past Experience and Quality of Similar Work

• 30 Points

This procurement will follow a qualifications based selection process wherein the Proposer determined by the Selection Committee to be the most qualified, in the Selection Committee’s sole discretion, will be invited to enter into negotiation of the design services contract. See Part 2 for more information on the proposal content and rating method.

RFQU Schedule:

A) Issue Request for Qualifications May 4, 2026 B) Deadline to submit questions to UTA May 15, 2026 C) Last day for UTA to issue addenda and clarifications May 21, 2026 D) Deadline to submit Statement of Qualifications June 3, 2026

E) Presentations/Interviews (optional) TDB if needed

Included as part of this RFQu

Part 1 – Project Information

Part 2 – Procurement Process Information

Part 3 – Procurement Terms and Conditions

Part 4 – Sample Contract

Part 5 – Forms including Appendices Appendix I – Federal Attachments Appendix II - Federal Clauses Appendix III – UTA’s Quality Management Plan (including design and construction procedures) Appendix IV – UTA’s Construction Safety and Security Program Manual Appendix V – As Constructed Drawings – Existing Escalators Appendix VI – Cost Pricing Form Appendix VII - Pre-Requisites (Shall be returned with SOQ)

RFQU Contents

Page Limit *Cover Letter, section dividers, quality control plan, corporate safety plans, full page resumes, required Federal and UTA forms and other documents expressly stated herein do not count toward page limit.

10 Pages 2 pages of the 10 may be 11” x 17”

Submittal Instructions

One (1) electronic copy of the technical SOQ shall be uploaded to Euna on or before the deadline referenced above. See Part 3 of this RFQU for further instructions.

Submission of Cost Proposals: Cost proposals should be prepared at the same time as the consultant prepares a response to this solicitation (Appendix VII Price Form). Respondents must not submit their cost proposal as part of their initial response. The most qualified consultant(s) will be notified and must submit their cost proposal upon the completion of the technical evaluation. Cost proposals must be submitted within 5 business day of such request. The failure to submit a cost proposal within 5 business day of request shall render a response to this solicitation as non-responsive.

Attachments and Forms Required Forms To be considered responsive, SOQs must include those additional forms, declarations, and certifications listed below:

Appendix I- Federal Attachments A. EEO Statement B. Buy America Certificate C. Debarment Certification D. Lobbying Certification F. Requirement for Written Subcontracts G. Prohibition on Diversity, Equity, and Inclusion (DEI) Programs

Appendix II-Federal Clauses

UTA Forms

A. SOQ Forms and Declarations (Part 5

Forms)

B. Appendix VI - Cost Pricing Form

C. Appendix VII - Prerequisites

A Respondent or potential Respondent shall not have any communications with any of the Project Team members concerning the Program or this RFQU after it is released, except for the submission of questions and requests for clarification in the manner provided in this RFQU through the UTA Contract Administrator.

Part 1 – Project Information

A. GENERAL OVERVIEW

Utah Transit Authority (UTA) requests Statements of Qualification (SOQ) from multi-disciplinary architectural and engineering design professionals (A/E) interested in performing design, design services during the construction phase, and other services deemed necessary and as elected and directed for the replacement of existing escalators at the North Temple TRAX and Frontrunner Station.

The work associated with the RFQu includes Project management, electrical, structural, staging, and working with customer experience and public involvement to minimize impacts to the public. Work will include coordinating with the contractor for constructability.

This project will design the removal and installation of the existing escalators in the most efficient way, with minimal impact to the traveling public. UTA would like to avoid the removal of the overhead canopy as much as possible.

The construction for this project will be selected using CMGC contracting methods.

B. PROJECT FUNDING

The Project will be funded with local, and federal funds for the design and construction of the project. Funding is constrained and limited for the Project, as such, strict budget control is critical to the success of the Project.

C. A/E CONTRACT, SCHEDULE, AND PHASING

The final design services are to be performed by the selected Proposer for the not-to-exceed price to be negotiated as noted herein for the agreed-upon design services. The final scope of services and approach to the work and schedule will be negotiated between UTA and the Proposer selected pursuant to this RFQu prior to execution of the final design Contract. A notice to proceed will be issued promptly following execution of the final design contract.

The Project is expected to have NTP to begin final design services is anticipated by August 2026. The general timeline for the design, cost estimates, and bidding documents shall be scheduled to allow sufficient design to be completed in order for the CMGC Contractor to purchase long lead items by January 2027. Construction must be completed by December 2027.

D. SCOPE OF WORK

It is intended that the A/E proposing in response to this RFQU will expand on the general scope of work outlined herein by providing a more detailed scope of work and approach to the initial Projects including a detailed list of activities, deliverables, and a schedule to accomplish the initial Projects outlined herein. The A/E will assist UTA in developing the scope, schedule, and budget for each of the initial items of work outlined herein and by the A/E in their proposed scope of services included in their proposal to this RFQU.

The general scope of work for the design services includes, but is not limited to the following:

a. Review as-built plans and perform a site visit to verify accuracy

b. Hold meetings and prepare meeting documentation using UTA’s Procore.

c. Prepare Schematic Design (SD), Design Development (DD), and Construction documents (CD)

d. Coordinate with CMGC contractor, including preparing designs to address contractor input, work with contractor and UTA to brainstorm and document restrictions on work due to normal UTA service hours.

e. Have sufficient design ready to order equipment by January 2027

f. Construction must be completed prior to end of 2027

g. Evaluate and provide structural design if the cover needs to be removed or lifted to access the escalators. (this should be a separate task item)

h. Make sure to provide outdoor rated escalators

i. Provide and prepare cost estimate for the work

j. Create an ICE for the construction work.

k. Work with Customer Experience and UTA Public Involvement to create customer detour plans to safely use the station and avoid construction.

l. Submit building permit paperwork and make revisions as required by the permitting agency.

m. Be available to respond to questions, submittals, and RFI’s during the bidding and construction phases.

Part 2 - Procurement Process Information

Statement Of Qualifications (SOQ) FORMAT

SOQs must adhere to the following format:

• SOQs should be formatted primarily to 8 ½ by 11 inches. 11 by 17-inch format may be used.

• SOQs should use a minimum of 12-point font.

• If a SOQ is submitted in double-sided format, both sides of the page will be counted against the Page Limit.

• The SOQ must not exceed the Page Limit shown on the RFQU Cover Sheet. The Proposer shall not submit brochures or additional materials. At its discretion, UTA will not consider such additional materials in the selection of the successful Proposer.

• Maximum file upload size in Euna is 50mb

Failure to follow the format described above may result in the SOQ being deemed non-responsive.

The SOQ information must be divided as follows:

• Cover Letter

• Section 1: Team and Key Personnel Qualifications

• Section 2: Project Understanding and Approach to the Work

• Section 3: Experience and Quality of Similar Work

• Section 4: Attachments & Forms

Headers separating the sections, the cover letter, resumes, the Respondent’s general Quality Control and safety plans, federal attachments, UTA forms and the example contract objections sheet will not count as pages in the RFQU page count. Failure to follow the format described above may result in the SOQ being deemed non-responsive.

SOQ CONTENT

The SOQ should consist of the following sections which clearly identify, in the order listed below, the following information.

Cover Letter

Identify the Respondent's point of contact name, address, telephone, and e-mail address. The Cover Letter must be signed by a principal of the Firm or other person authorized to commit the Firm and its resources to this project.

Section 1: Team and Key Personnel Qualifications including an Organization Chart (35 Points)

In the SOQ, the Respondent shall provide an organizational chart showing its proposed team members, including any proposed subconsultants, and their duties and responsibilities for the Project. The Respondent shall also describe the experience for each Key Personnel identified in this Section. Respondents may provide descriptions of other staff identified in the Respondent’s organizational chart, as Respondent deems proper, to highlight the capabilities of critical staff members and their proposed role in the Project and may include their resumes if relevant. At a minimum, the Key Personnel listed below must be proposed by each Respondent. Deletions from these Key Personnel will not be considered by UTA and may cause a SOQ to be deemed non-responsive.

Identify the following Key Personnel:

A) Project Manager/Design Manager B) Lead Architect(s) C) Lead Structural, Mechanical, Electrical, and other disciplines

In Section 1 of the SOQ, for each of the Key Personnel, describe his or her experience with projects similar to the work in these Projects. Additionally, provide any unique/relevant qualifications that may set this team's members apart from other Respondents. In addition, provide references for each proposed Key Personnel. References must have been directly involved in work performed by the Key Personnel in the five years preceding the date on which this RFQU is issued. UTA reserves the right to contact the reference specifically named by the Respondent or any other additional references as deemed appropriate by UTA, including references suggested by the Respondent's named references or references known to UTA through its own knowledge of the industry.

In the qualifications specified below, the word "must" indicate a required minimum qualification. The words "should or shall" indicates UTA's preferred qualification, but such qualification is not a mandatory requirement. It is the responsibility of the Respondent to propose a team that it believes will meet the stated objectives of UTA. UTA understands that one of the major factors for success of a project is that the team is experienced in the work that it is performing. As such, UTA has stated the qualifications of each Key Personnel to provide the Respondent with the criteria that UTA will use to evaluate the team of Key Personnel proposed.

Key Personnel:

A) Project Manager/Design Manager

The Project Manager/Design Manager (PM/DM) must have a minimum of ten years of experience in design, and should have five years of experience in management of design with an emphasis on projects that included work of a similar scope, nature, and complexity in these Projects. The PM/DM must have experience managing comparable projects and familiarity with local and city standards. The PM/DM should have experience working with federal/local governments on similar types of projects, or comparable experience on projects that consisted of multiple components. The PM/DM must have experience in the design of projects using methods other than low bid design-bid-build and should have experience in the design of projects making use of Best Value project delivery methods. The PM/DM must have a Professional Architectural license issued by the State of Utah or be able to obtain a license prior to commencing any work on this Project. At least one reference for the PM/DM should be from a municipality, city, county, local, transit or transportation agency.

B) Lead Architect(s)

The Proposer may, at its option, may include a separate Lead Architect for each initial facility. The Lead Architect(s) must have a minimum of seven years’ experience in the programing and design of similar facilities. The Lead Architect(s) should possess knowledge of relevant building codes, standards, and specifications. The Architect(s) must have demonstrated experience successfully providing programming, space planning and design, delivering plans, specifications & estimates packages, and experience coordinating with required building departments and approving agencies for similar facilities.

The Lead Architect(s) must be professionally licensed by the State of Utah or be able to obtain a license prior to commencing any work on this Project.

C) Lead Structural, Mechanical, Electrical, and other disciplines

The Lead Structural, Mechanical, Electrical, and other discipline Engineers must have a minimum of seven years’ experience in the design of similar facilities. The Lead Structural, Mechanical, Electrical, and other discipline Engineers should possess knowledge of relevant building codes and design standards and specifications. They must have demonstrated experience successfully designing and delivering plans, specifications & estimates packages for comparable projects and facilities. They must have a Professional Engineer licenses issued by the State of Utah or be able to obtain a license prior to commencing any work on these Projects.

D) Organizational Chart

The organizational chart provided in response to this section shall count as a page for purposes of the page limit stated in the RFQU Cover Sheet. Narratives of Key Personnel experience and other team members shall also count as pages for purposes of the page limit. Additionally, identify any other subconsultants that the Respondent is committed to using on these Projects.

The Respondent must seek and receive permission from UTA before removing or substituting any of the above Key Personnel from these Projects prior to completion and must propose a substitute person meeting the above qualifications in connection with such request.

Section 2: Project Understanding and Approach to the Work (35 Points)

The Respondent shall describe its approach to completing the work. The Respondent is encouraged to describe its approach to technical and procedural elements it perceives to be significant to the success of the Project. The Respondent shall include the following:

A) A/E Design Services Approach to the Work

Describe the detailed approach to completing the A/E programming, space planning, design, bidding, and construction phase services scope of work for these Projects. Respondents shall also include a proposed bar scaled schedule of the proposed task activities for the relevant A/E programming, design, bidding, and construction phases for each initial project. As part of the approach, Respondents shall make recommendations on the Initial Projects on the level of A/E design needed for each Project. The Scope of Services set forth in Part 1 of this RFQU is provided to give Respondents an understanding of the anticipated services that may be needed. Describe your approach to completing what your team determines are the most critical and challenging items listed to ensure the success of each Project as well as your approach to schedule and budget control. Describe the approach to applying innovative design solutions to challenging A/E or construction problems and the approach to analyzing and resolving any foreseen risks. Additionally, Respondents must describe their intended approach to controlling costs to ensure that each Project does not exceed its budget from the available funds.

B) Quality Control Approach in A/E Services

In addition to providing a copy of its general corporate Quality Control Plan (which shall not count toward the page limit on the RFQU Cover Sheet and should be included at the end of Section 4), the Respondent shall provide a narrative of its

QC approach to a similar Project and shall illustrate and describe the proposed QC organization. The Respondent shall show and describe how QC functions and organization are independent of production managers. The Respondent shall describe the QC reviews planned. The Respondent shall describe methods of corrective action and recovery techniques used to institutionally correct an issue or problem once issues or problems are identified. The QC plan should demonstrate the Respondent's familiarity with and commitment to adhere to UTA's Design & Construction Quality Manual (included in Part 4, Appendix I of this RFQU).

C) Critical Issue and Risks Identification

The Respondent shall provide information regarding its perception of the critical issues and risks affecting each Initial Project design and construction. For each project, identify the risks, challenges, conflicts, impacts and critical issues and what the strategies are to mitigate the critical issues and risks. It is important to list risks based upon past similar project experience and how the Respondent addressed and solved those risks.

Section 3: Experience and Quality of Similar Work (30 Points)

In the SOQ, discuss past project work highlighting similar experience, expertise, and level of involvement on projects.

Provide any unique project experience that may set this team apart from other Respondents. Respondents should identify how their experience, and lessons learned on prior similar projects will facilitate successful completion of these Projects.

Describe past projects highlighting experience in the five years preceding the date on which this RFQU is issued that are relevant to the Project. Include information on project management methods used to meet project goals that are similar to those required for this Project, including projects where the budget and schedule were met and/or expectations were exceeded. Describe, to the extent possible, those projects having a scope comparable, or reasonably comparable, to that anticipated for these Projects.

In addition to a description in the SOQ, provide named owner references for the projects identified. References must have been directly involved, as a representative of the owner, in the project work performed by the Respondent. UTA reserves the right to contact the reference specifically named by the Respondent or any other additional reference deemed appropriate by UTA, including references suggested by the Respondent's named references or references known to UTA though its own knowledge of the industry.

Further, the Respondent shall provide information outlining any fines, claims, dispute proceedings, litigation, and arbitration proceedings with an amount in controversy in excess of $100,000. The Respondent shall additionally identify any fines assessed by OSHA, EPA, or a state agency with jurisdiction over workplace safety or environmental quality.

Additionally, the Respondent must include information concerning any contract over $100,000 that resulted in the assessment of penalties such as stipulated damages or liquidated damages against the Respondent or any identified subconsultants over the past five years, where the assessment was settled, damages were finalized, or a judgment was entered. Further, the Respondent shall describe any conditions surrounding any contract entered into by the Respondent or any identified subconsultant over the past five years that has been terminated for cause or default or which required performance by another party. In addition, the Respondent must indicate any disciplinary action taken against the Respondent or any identified subconsultants within the past five years by any governmental agency or licensing board.

For purposes of responding to and providing this and other required information, if the Respondent is a newly formed entity for purposes of submitting this SOQ and performing work on this Project, the Respondent shall provide all required information for each of the constituent individuals or entities comprising the Respondent.

Appendix I- Federal Attachments A. EEO Statement B. Buy America Certificate C. Debarment Certification D. Lobbying Certification F. Requirement for Written Subcontracts

G. Prohibition on Diversity, Equity, and Inclusion (DEI) Programs

Appendix II – Federal Clauses

UTA Forms

A. SOQ Forms and Declaration ( Part 5 Forms)

B. Appendix VI – Cost Pricing Form

C. Appendix VII - Prerequisites

WEIGHTING OF EVALUATION CRITERIA

SOQ will be evaluated based on responses to the information requested herein. UTA may interview one or more firms as part of the evaluation process; however, a decision to award a contract may be based solely upon the submitted SOQ.

This is a best value procurement wherein the award will be made to the responsive and responsible respondent(s) whose SOQ is determined to be the most advantageous to UTA. In the evaluation, the factors shall be weighted as follows:

• Section 1- Team and Key Personnel qualifications and Organization Chart (35 Points)

• Section 2- Project understanding and Approach to the Work (35 Points)

• Section 3- Experience and quality of similar work (30 Points)

Cost will not be considered in the evaluation of SOQs. A cost proposal should not be submitted with the SOQs. However, a cost proposal should be prepared using the format contained at Appendix VI.

The cost proposal will be requested from the most qualified respondent and must be provided within 5 days of being requested. A fair and reasonable price will be determined based on the rates provided.

Section 4: Attachments and Forms (included in Part 5)

In Section 4, Respondent shall include the attachments and forms. The attachments and forms do not count against the page limit provided on the RFQU Cover Sheet.

Part 3 – Standard Terms of Solicitation

A. INSTRUCTIONS TO PROPOSERS

1. Submission of SOQs.

SOQs must be uploaded to Euna by the “Bid ends” date and time listed on Euna. SOQs uploaded after the deadline will be considered non-responsive. It is the responsibility of the Proposer to ensure that its SOQ is properly uploaded by the deadline.

Log onto Euna at https://solutions.Euna.com/apps/Router/SupplierLogin?CustOrg=StateOfUtah; if you have already registered, login and search by Utah Transit Authority or the RFQU number.

If you need to create an account, please select “Create Account” and then you can search UTA, or the RFQU number identified on the Cover Page. If you need assistance, please email the Utah Supplier Portal Support at

Eunaadmin@utah.gov. Instructions to proposers are included in the RFQU documents.

For ease of review, UTA may also request delivery of hard copies of SOQs (see RFQU Cover Sheet).

2. Federal Requirements.

If federal funds are being used to finance this project, the Consultant shall also comply with the additional applicable federal terms and conditions listed in Appendix C-1 and submit all applicable certifications, forms and reports listed in Appendix C-2.

a. UTA eComply Solutions. In addition, where federal funds are being used, the Bidder/Proposer shall submit required labor and subconsultant information to UTA through following portal:

https://uta.ecomply.us. The information provided shall include the following:

• Set up and maintain Consultant login for all persons inputting information in the system

• Description of payments received from UTA, and payments made to subconsultants of all tiers including amounts and confirmation of payment

• All certified payroll must be input into eComply Solutions which may be accomplished either through direct input or importation from the Consultant’s accounting system.

• All subcontract award amounts, date signed, and change orders

• Certified payroll information shall be uploaded on a weekly basis; all other information shall be uploaded or input no less than monthly.

• The Consultant shall include this clause in all subcontracts and manage and monitor compliance of all subconsultants within the UTA eComply system.

https://solutions.sciquest.com/apps/Router/SupplierLogin?CustOrg=StateOfUtah mailto:sciquestadmin@utah.gov https://uta.ecomply.us/

3. Minimum Standards.

This RFQU sets forth the minimum requirements that all SOQs must meet. Failure to submit SOQs in accordance with this RFQU may render the SOQ unacceptable or non-responsive. UTA may, in its sole discretion, waive minor irregularities in a SOQ that do not alter the quality or quantity of the information provided.

4. Confidential, Protected, and Public Information

In accordance with Utah Code Section 63G-2-305(6) of the Government Records Access and Management Act

(GRAMA) and UTA's Procurement Standard Operating Procedures (SOPs), procurement information related to this procurement will not be made public until after execution of the Contract with the successful Proposer.

Procurement information includes the SOQs submitted by Proposers in response to this RFQU and any accompanying documentation, as well as records maintained by UTA during the procurement process.

UTA will maintain a process to ensure confidentiality for the duration of this procurement. If the Proposer submits information in its SOQ that it believes is "trade secret," the Proposer must follow the procedure set forth in Section

63G-2-309 of GRAMA.

Additionally, for ease of SOQ evaluation, UTA requests that each Proposer also follow the steps identified below:

a) Clearly mark all trade secret information as such in its SOQ at the time the SOQ is submitted and include a cover sheet stating, “DOCUMENT CONTAINS TRADE SECRET INFORMATION” and identifying each section and page which has been so marked;

b) Include a statement with its SOQ justifying the Proposer’s determination that certain records are trade secret information for each record so defined;

c) In addition to the SOQ uploaded to Euna, upload a second copy of the SOQ (as an attachment) that has all the trade secret information deleted, and label such copy of the SOQ “Public

Copy.” If a Proposer uploads a SOQ containing no trade secret information, no "Public Copy" need be submitted. However, any Proposer that submits a SOQ containing no trade secret information must so certify in a cover letter to its SOQ; and

d) Defend any action seeking release of the records it believes to be trade secret information and indemnify, defend, and hold harmless UTA and the State of Utah and its agents and employees from any judgments awarded against UTA and its agents and employees in favor of the party requesting the records, including any and all costs connected with that defense.

This indemnification survives UTA’s cancellation or termination of this procurement or award and subsequent execution of the Contract. In submitting a SOQ, the Proposer agrees that this indemnification survives as long as the trade secret information is in possession of UTA.

All records pertaining to this procurement will become public information after execution of the Contract unless such records are identified as trade secret information as specified above. No liability will attach to UTA for the errant release of trade secret information by UTA under any circumstances.

5. Submitting Questions to UTA

Questions and Requests for changes to the RFQU must be submitted via the Euna Q&A page before the end of the

Question-and-Answer period. UTA’s answers to timely questions will be posted on the Euna Q&A page. All communications regarding this RFQU should be addressed solely to the Contract Administrator whose name and contact information is listed on the Cover Page of the RFQU or IFB

6. Addenda to the Request for SOQs

UTA reserves the right to make changes to the RFQU, by issuing a written addendum to the RFQU which will be posted to Euna.

7. Withdrawal of SOQs

A Proposer may withdraw its SOQ from Euna before the SOQ due date without prejudice to itself.

8. Cost of SOQs

UTA is not liable for any costs incurred by Proposers in the preparation, presentation, or negotiation of SOQs submitted in response to this RFQU.

9. Examination of Request for SOQs

The submission of a SOQ constitutes an acknowledgment upon which UTA may rely that the Proposer: (i) has thoroughly examined and is familiar with the RFQU, including the contractual terms in Part 4, (ii) is familiar with any work site identified in the RFQU, and (iii) has reviewed and inspected all applicable statutes, regulations, ordinances, and resolutions addressing or relating to the goods and services to be provided hereunder. The failure or neglect of a Proposer to receive or examine such documents, work sites, statutes, regulations, ordinances, or resolutions will in no way relieve the Proposer from any obligations with respect to the Proposer’s SOQ or to any contract awarded pursuant to this RFQU. No reduction or modification in the Proposer’s obligations will be allowed based upon a lack of knowledge or misunderstanding of this RFQU, work sites, statutes, regulations, ordinances, or resolutions.

10. Negotiation of Firm Offer

Unless otherwise stated in this RFQU, submission of a SOQ constitutes a willingness to negotiate a fair and reasonable price for the services described in the RFQU.

B. SELECTION PROCESS

1. No Public Opening

This is an RFQU and, as such, the SOQs submitted in response to this RFQU will not be subject to a public opening.

2. UTA’s Procurement Options

Based on submitted information, UTA may do or take any of the following actions, without limitation:

• select a Proposer based solely on the written SOQs, for further price negotiations. ;

• ask for more information or Clarifications before making a selection;

• use Presentations/Interviews/Problem-Solving Exercises before making a selection;

• under specific circumstances described in the Utah Procurement Code, determine a Competitive Range, conduct Discussions, and/or request Best and Final Offers (BAFO) before making a selection if a material error in the RFQU is discovered during the evaluation process, UTA may issue an addendum to all

Proposers that have submitted SOQs requesting revised SOQs based upon the corrected RFQU.

• decline to accept any SOQ;

• re-advertise;

• cancel the procurement; or

• elect to otherwise procure the needed services in accordance with UTA policy and procedures.

UTA reserves the right to negotiate price, scope, schedule, and other contract terms with the preferred Proposer after a selection is made.

3. Responsibility

UTA will not select a Proposer who is deemed by UTA, in its sole discretion, to lack the ability or responsibility to perform successfully under the terms of the contract. Such determination of responsibility may encompass management, technical, legal, and financial matters

4. Checking References

UTA reserves the right to contact any reference specifically named by the Proposer in its SOQ or any other additional references as deemed appropriate by UTA, including references suggested by the Proposer's named references or references known to UTA through its own knowledge of the transportation industry.

5. Requests for Clarification

The Proposer shall provide accurate and complete information to UTA. If information is incomplete, appears to include a clerical error, or is otherwise unclear, UTA may either (i) declare the SOQ non-responsive, (ii) evaluate the

SOQ as submitted, or (iii) issue a Request for Clarifications to the Proposer stating the information needed and a date and time by which the information must be provided. If the Proposer does not respond to the Request for

Clarifications in a timely manner, or if the Proposer’s response is deemed to be insufficient by UTA, in its sole discretion, then UTA may declare the SOQ non-responsive.

All requests for Clarification will be in writing via Euna Q&A page, responses submitted as per the instructions contained in the request for Clarification. Responses must be limited to answering the specific information requested by UTA.

6. Presentations / Interviews / Problem-Solving Exercises

UTA may utilize presentations, interviews, and/or problem-solving exercises during this procurement if, at the sole discretion of UTA, it is considered to be in UTA's best interest. If UTA determines that presentations and/or interviews and/or problem-solving exercises are in its best interest, UTA will notify all or a short-list of the most highly qualified Proposers of the decision to utilize presentations and/or interviews and/or problem-solving exercises and schedule the presentations and/or interviews and/or problem-solving exercises in such a way as to not unduly delay the procurement process.

UTA reserves the right, in its sole discretion, to conduct multiple rounds of presentations and/or interviews and/or problem-solving exercises, if it deems necessary to do so, with one or more Proposers.

7. Price Negotiations

After selection but prior to award of the Contract, UTA will negotiate a fair and reasonable price with the successful

Offeror.

If UTA and the selected Proposer are unable to reach a meeting of the minds on the scope, contractual terms, and/or price of the Contract, then UTA may, in its sole discretion, negotiate with the next most advantageous Proposer or choose to terminate the procurement in its entirety.

Once negotiations have been terminated with any Proposer, the negotiations may not be reopened with that

Proposer under any circumstances.

If UTA receives only one responsive SOQ, UTA reserves the right to negotiate all elements of the SOQ and the

Contract with the sole responsive Proposer, including, but not limited to, profit.

8. Notice to Unsuccessful Proposers

Following execution of the Contract between UTA and the successful Proposer, UTA will inform unsuccessful

Proposers of the number of SOQs received by UTA and the name of the successful Proposer. UTA will attempt to give this notice promptly after the Contract execution. However, UTA’s failure to give this notice will not be deemed to affect the validity of the Contract.

9. Debriefs

Upon request by an unsuccessful Proposer, UTA may, but is not required to, provide debriefing information for the sole purpose of discussing, in a limited way, the strengths and weaknesses of an unsuccessful SOQ.

10. Protests

Protests are governed by the Utah Procurement Code, Utah Code Ann. § 63G-6a-1601 et seq. To be valid, a protest must be in writing and be filed with UTA within the time frames set forth in Utah Code Ann. § 63G-6a-1602. A protest will be deemed to be filed pursuant to these procedures when actually received by the designated recipient by delivery via email to protests@rideuta.com.

All protests must include:

• The name and address, and email address of the protester;

• The appropriate contact person for the protester, to whom all protest correspondence shall be addressed;

• The solicitation or project number; and

• A detailed statement as to the nature of the protest including, without limitation: (i) the alleged facts and evidence giving rise to the protestor to claim that it has been aggrieved; (ii) the protestor’s standing to protest; and (iii) the legal grounds upon which the protest is based.

The Procurement Officer shall make a written determination regarding the protest. An unfavorable determination of the UTA Procurement Officer is eligible for administrative reconsideration by a panel determined by the Chair of the UTA Board of Trustees. A notice of appeal must be delivered by the Protestor within five (5) calendar days of the date of the Procurement Officer’s decision. A notice of appeal addressed as follows:

mailto:protests@rideuta.com

Chair, UTA Board of Trustees c/o Utah Transit Authority 669 West 200 South Salt Lake City, Utah 84101 Attn: Board Coordinator

CONTAINS TIME-SENSITIVE PROTEST MATERIALS

Any further appeal may only be made pursuant to Utah Code Ann. § 63G-6a-1801 et seq. A protesting entity must exhaust administrative appeals prior to filing a judicial appeal pursuant to Utah Code Ann. § 63G-6a-1801 et seq.

Part 4 –

PROFESSIONAL SERVICES AGREEMENT – SAMPLE CONTRACT

UTA CONTRACT #

[INSERT DESCRIPTION OF THE ENGAGEMENT OR SCOPE]

This Professional Services Agreement is entered into and made effective as of the date of last signature below

(the “Effective Date”) by and between UTAH TRANSIT AUTHORITY, a public transit district organized under the laws of the State of Utah (“UTA”), and [INSERT NAME OF CONSULTANT ], a [INSERT DESCRIPTION

OF ENTITY TYPE] (“Consultant ”).

RECITALS

WHEREAS, UTA desires to hire professional services for [INSERT DESCRIPTION OF THE

ENGAGEMENT OR SCOPE].

WHEREAS, On [INSERT RFQu DATE], UTA issued Request for Qualification Package Number [INSERT

RFQu NUMBER] (“RFQu”) encouraging interested parties to submit proposals to perform the services described in the RFQu.

WHEREAS, Upon evaluation of the proposals submitted in response to the RFQu, UTA selected Consultant as the preferred entity with whom to negotiate a contract to perform the Work.

WHEREAS, Consultant is qualified and willing to perform the Work as set forth in the Scope of Services.

AGREEMENT

NOW, THEREFORE, in accordance with the foregoing Recitals, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereafter set forth, the mutual benefits to the parties to be derived here from, and for other valuable consideration, the receipt and sufficiency of which the parties acknowledge, it is hereby agreed as follows:

1. SERVICES TO BE PROVIDED

a. Consultant shall perform all Work as set forth in the Scope of Services (Exhibit A) . Except for items (if any) which this Contract specifically states will be UTA-provided, Consultant shall furnish all the labor, material and incidentals necessary for the Work.

b. Consultant shall perform all Work under this Contract in a professional manner, using at least that standard of care, skill and judgment which can reasonably be expected from similarly situated professionals.

c. All Work shall conform to generally accepted standards in the transit industry. Consultant shall perform all Work in compliance with applicable laws, regulations, rules, ordinances, permit constraints and other legal requirements including, without limitation, those related to safety and environmental protection.

d. Consultant shall furnish only qualified personnel and materials necessary for the performance of the

Work.

e. When performing Work on UTA property, Consultant shall comply with all UTA work site rules including, without limitation, those related to safety and environmental protection.

2. MANAGEMENT OF WORK

a. Consultant’s Project Manager will be the day-to-day contact person for Consultant and will be responsible for all Work, as well as the coordination of such Work with UTA.

b. UTA’s Project Manager will be the day-to-day contact person for UTA and shall act as the liaison between

UTA and Consultant with respect to the Work. UTA's Project Manager shall also coordinate any design reviews, approvals or other direction required from UTA with respect to the Work.

3. PROGRESS OF WORK

a. Consultant shall prosecute the Work in a diligent and continuous manner and in accordance with all applicable notice to proceed, critical path schedule and guaranteed completion date requirements set forth in (or developed and agreed by the parties in accordance with) the Scope of Services.

b. Consultant shall conduct regular meetings to update UTA's Project Manager regarding the progress of the Work including, but not limited to, any unusual conditions or critical path schedule items that could affect or delay the Work. Such meetings shall be held at intervals mutually agreed to between the parties.

c. Consultant shall deliver monthly progress reports and provide all Contract submittals and other deliverables as specified in the Scope of Services.

d. Any drawing or other submittal reviews to be performed by UTA in accordance with the Scope of

Services are for the sole benefit of UTA and shall not relieve Consultant of its responsibility to comply with the Contract requirements.

e. UTA will have the right to inspect, monitor and review any Work performed by Consultant hereunder as deemed necessary by UTA to verify that such Work conforms to the Contract requirements. Any such inspection, monitoring and review performed by UTA is for the sole benefit of UTA and shall not relieve

Consultant of its responsibility to comply with the Contract requirements.

f. UTA shall have the right to reject Work which fails to conform to the requirements of this Contract.

Upon receipt of notice of rejection from UTA, Consultant shall (at its sole expense and without entitlement to equitable schedule relief) promptly re-perform, replace or re-execute the Work so as to conform to the Contract requirements.

g. If Consultant fails to promptly remedy rejected Work as provided in Section 3.F, UTA may (without limiting or waiving any rights or remedies it may have) perform necessary corrective action using other

Consultant s or UTA’s own forces. Any costs reasonably incurred by UTA in such corrective action shall be chargeable to Consultant .

4. PERIOD OF PERFORMANCE

This Contract shall commence as of the Effective Date. This Contract shall remain in full force and effect until all

Work is completed in accordance with this Contract, as reasonably determined by UTA. Consultant shall complete all Work no later than [INSERT REQUIRED COMPLETION DATE]. This guaranteed completion date may be extended if Consultant and UTA mutually agree to an extension evidenced by a written Change Order. The rights and obligations of UTA and Consultant under this Contract shall at all times be subject to and conditioned upon the provisions of this Contract.

5. COMPENSATION

a. For the performance of the Work, UTA shall pay Consultant in accordance with the payments provisions described in Exhibit B. Payments shall be made in accordance with the milestones or other payment provisions detailed in Exhibit B. If Exhibit B does not specify any milestones or other payment provisions, then payment shall be made upon completion of all Work and final acceptance thereof by

UTA.

b. To the extent that Exhibit B or another provision of this Contract calls for any portion of the consideration to be paid on a cost-reimbursement basis, such costs shall only be reimbursable to the extent allowed under 2 CFR Part 200 Subpart E. Compliance with federal cost principles shall apply regardless of funding source for this Contract.

c. To the extent that Exhibit B or another provision of this Contract calls for any portion of the consideration to be paid on a time and materials or labor hour basis, then Consultant must refer to the not-to-exceed amount, maximum Contract amount, Contract budget amount or similar designation (any of these generically referred to as the “Not to Exceed Amount”) specified in Exhibit B (as applicable).

Unless and until UTA has notified Consultant by written instrument designated or indicated to be a

Change Order that the Not to Exceed Amount has been increased (which notice shall specify a revised

Not to Exceed Amount): (i) Consultant shall not be obligated to perform services or incur costs which would cause its total compensation under this Contract to exceed the Not to Exceed Amount; and (ii)

UTA shall not be obligated to make payments which would cause the total compensation paid to

Consultant to exceed the Not to Exceed Amount.

d. UTA may withhold and/or offset from payment any amounts reasonably reflecting: (i) items of Work that have been rejected by UTA in accordance with this Contract; (ii) invoiced items that are not payable under this Contract; or (iii) amounts Consultant owes to UTA under this Contract.

6. INCORPORATED DOCUMENTS

a. The following documents hereinafter listed in chronological order, with most recent document taking precedence over any conflicting provisions contained in prior documents (where applicable), are hereby incorporated into the Contract by reference and made a part hereof:

1. The terms and conditions of this Professional Services Supply Agreement (including any exhibits and attachments hereto).

2. UTA's RFQu including, without limitation, all attached or incorporated terms, conditions, federal clauses (as applicable), drawings, plans, specifications and standards and other descriptions of the Professional Services;

3. Consultant 's Proposal including, without limitation, all federal certifications (as applicable);

b. The above-referenced documents are made as fully a part of the Contract as if hereto

7. ORDER OF PRECEDENCE

The Order of Precedence for this contract is as follows:

1. UTA Contract including all attachments

2. UTA Terms and Conditions

3. UTA Solicitation Terms

4. Consultant ’s Bid or Proposal including proposed terms or conditions

Any Consultant /Consultant proposed term or condition which is in conflict with a UTA contract or solicitation term, or condition will be deemed null and void.

8. CHANGES

a. UTA’s Project Manager or designee may, at any time, by written order designated or indicated to be a

Change Order, direct changes in the Work including, but not limited to, changes:

A. In the Scope of Services;

B. In the method or manner of performance of the Work; or

C. In the schedule or completion dates applicable to the Work.

To the extent that any change in Work directed by UTA causes an actual and demonstrable impact to:

(i) Consultant ’s cost of performing the work; or (ii) the time required for the Work, then (in either case) the Change Order shall include an equitable adjustment to this Contract to make Consultant whole with respect to the impacts of such change.

b. A change in the Work may only be directed by UTA through a written Change Order or (alternatively)

UTA’s expressed, written authorization directing Consultant to proceed pending negotiation of a

Change Order. Any changes to this Contract undertaken by Consultant without such written authority shall be at Consultant ’s sole risk. Consultant shall not be entitled to rely on any other manner or method of direction.

c. Consultant shall also be entitled to an equitable adjustment to address the actual and demonstrable impacts of “constructive” changes in the Work if: (i) subsequent to the Effective Date of this Contract, there is a material change with respect to any requirement set forth in this Contract; or (ii) other conditions exist or actions are taken by UTA which materially modify the magnitude, character or complexity of the

Work from what should have been reasonably assumed by Consultant based on the information included in (or referenced by) this Contract. In order to be eligible for equitable relief for “constructive” changes in

Work, Consultant must give UTA’s Project Manager or designee written notice stating:

A. The date, circumstances, and source of the change; and

B. That Consultant regards the identified item as a change in Work giving rise to an adjustment in this Contract.

Consultant must provide notice of a “constructive” change and assert its right to an equitable adjustment under this Section within ten (10) days after Consultant becomes aware (or reasonably should have become aware) of the facts and circumstances giving rise to the “constructive” change.

Consultant ’s failure to provide timely written notice as provided above shall constitute a waiver of

Consultant ’s rights with respect to such claim.

d. As soon as practicable, but in no event longer than 30 days after providing notice, Consultant must provide

UTA with information and documentation reasonably demonstrating the actual cost and schedule impacts associated with any change in Work. Equitable adjustments will be made via Change Order. Any dispute regarding the Consultant ’s entitlement to an equitable adjustment (or the extent of any such equitable adjustment) shall be resolved in accordance with Article 21 of this Contract.

9. INVOICING PROCEDURES

a. Consultant shall invoice UTA after achievement of contractual milestones or delivery of all

Goods and satisfactory performance of all Services or in accordance with an approved progress or periodic billing schedule. Consultant shall submit invoices to ap@rideuta.com for processing and payment. In order to timely process invoices, Consultant shall include the following information on each invoice:

i. Consultant Name

ii. Unique Invoice Number

iii. PO Number

iv. Invoice Date

v. Detailed Description of Charges

vi. Total Dollar Amount Due

b. UTA shall have the right to disapprove (and withhold from payment) specific line items of each invoice to address non-conforming Software or Services. Approval by UTA shall not be unreasonably withheld. UTA shall also have the right to offset (against payments) amounts reasonably reflecting the value of any claim which UTA has against Consultant under the Contract.

Payment for all invoice amounts not specifically disapproved or offset by UTA shall…