Enclosure_H_-_SAMPLE_RFP_and_Exhibit_10R_for_State_and_Federally_Funded_Projects.pdf

[Figure 1 insert your agency logo here]

[agency name]

REQUEST FOR PROPOSALS

[type of Services requested, ie. Preliminary Engineering Services]

Date Released: [Current date]

Proposals are due prior to 4:00 P.M., [date proposals are due] SAMPLE

TABLE OF CONTENTS

Request for Proposals

[name of project] [Type of Services]

Introduction

Background

Scope of Work

Appendix A – Proposal Requirements

Appendix B – Proposal Evaluation

Appendix C – Project Schedule

Attachment 1 – Vicinity & Location Maps/Existing & Proposed Conditions Map/Photos

Attachment 2 – Sample Contract Agreement

Attachment 3 – Required Local Assistance Procedures Manual Exhibits

SAMPLE

INTRODUCTION

The [agency name] is requesting proposals (RFP) for [type of AE] services.

The [name/type/location of project] will be funded with [Local, State, and Federal] dollars requiring the

Total amount payable to the Consultant shall not exceed [$xxx] and with a performance period of the contract from the date approved by [Council/commission] to the [targeted phase or date] whichever is the lesser.

The proposals submitted in response to this RFP will be used as a basis for selecting the Consultant for this project. The Consultant’s proposal will be evaluated and ranked according to the criteria provided in Appendix B, “Evaluation Criteria,” of this RFP.

Addenda to this RFP, if issued, will be sent to all prospective Consultants the [local agency] has specifically e-mailed a copy of the RFP to and will be posted on the [local agency] website at:

[local agency website link to RFP]

It shall be the Consultant’s responsibility to check the [local agencies] website to obtain any addenda that may be issued.

The Consultant’s attention is directed to Appendix A, “Proposal Requirements.”

Submit five (5) hard copies and one (1) electronic copy in PDF format on a CD/DVD of the Consultant’s proposal.

Services”] and addressed as follows:

[Local Agency contact; must be the agency Contract Administrator or designee Engineering Division Local agency name Local agency street address City, state, zip code]

Proposals received after the time and date specified above will be considered nonresponsive and will be returned to the Consultant.

Any proposals received prior to the time and date specified above may be withdrawn or modified by written request of the Consultant. To be considered, however, the modified Proposal must be received prior to 4:00 P.M., [same time and due date as listed above].

Unsigned proposals or proposals signed by an individual not authorized to bind the prospective Consultant will be considered nonresponsive and rejected.

This RFP does not commit the [local agency] to award a contract, to pay any costs incurred in the preparation of a proposal for this request, or to procure or contract for services. The [local agency] reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified Consultant, or to modify or cancel in part or in its entirety the RFP if it is in the best interests of the [local agency] to do so. Furthermore, a contract award may not be made based solely on price.

The prospective Consultant is advised that should this RFP result in recommendation for award of a contract, the contract will not be in force until it is approved and fully executed by the [local agency].

All products used or developed in the execution of any contract resulting from this RFP will remain in the public domain at the completion of the contract.

The anticipated consultant selection schedule is as follows:

Proposal review and evaluation: [date range] Oral interviews: [date range, if any] Cost Negotiation with first ranked consultant: [date range] Contract Award and Notice to Proceed: [approx.. date]

Any questions related to this RFP shall be submitted in writing to the attention of [local agency contact] via email at localagency.com. Questions shall be submitted before 5:00 PM on [one week prior to due date].

No oral question or inquiry about this RFP/RFQ shall be accepted.

PROJECT DESCRIPTION AND BACKGROUND

Project description should include a detailed project location and limits. Project background includes project location history, funding type and solicitation. Include any background materials and links to previous PSR’s or publications. Please see example info below.

Example description: Clark Road is a principal arterial which connects upper and lower Paradise. Clark Road is the second most frequently traveled road in the Town of Paradise. Upper Clark Road is a narrow roadway with a reverse horizontal and vertical curve located at Cypress Road and Forest Service Lane. Coupled with high vehicle volumes and speeds this corridor presents a dangerous environment for drivers. The road has an existing two-lane cross section with multiple private and public road encroachments between Kimberly Lane and Adams Road.

The Town identified the Cypress Curve Realignment Project through a jurisdiction-wide collision analysis using the SafeTREC Transportation Injury Mapping System. Analysis of the Town's network shows a high concentration of collisions with severe injuries along Clark Road between Adams Road and Kimberly Lane. This segment includes two fatal collisions in a two year period within 1,000 feet of each other. Both fatal collisions included road departure.

The proposed project includes two countermeasures: improve horizontal alignment (flatten curves) and widen shoulders. Some minimal preliminary engineering began on this project in 2003. According to historical project files, required Right-of-Way has been acquired by the Town of Paradise to realign the horizontal curves from a compound/reverse curve to standard AASHTO horizontal curves. More information regarding specific countermeasures and requirements can be found by reviewing the Caltrans Local Road Safety Manual.

[It is optional to include the agency’s estimated total capital construction (and right of way capital) cost for the project.]

SCOPE OF WORK

General:

The [local agency] is interested in contracting with a Consultant that will conduct and coordinate specified tasks related to advancing the [name of project] to the [construction] phase.

The work shall comply with the requirements of all of the following without limitation, and shall apply to this RFP and any subsequent contract as though incorporated herein by reference:

1. Federal laws

2. State laws

3. Local laws

4. Rules and regulations of governing utility districts

5. Rules and regulations of other authorities with jurisdiction over the procurement of products

The Consultant shall comply with all insurance requirements of the [local agency], included in the sample contract in Attachment 2.

Services to be Provided:

The Consultant selected shall provide all services to complete [preliminary engineering, environmental and right-of-way (as necessary)] for the [name of project].

Specifically, the Consultant selected will be required to complete the following tasks:

Project Management – The [local agency contact] will serve as the contract manager and direct liaison between the Consultant and Caltrans District # Division of Local Assistance. The consultant shall be responsible for project management activities throughout the life of the contract and the scope of activities includes but is not limited to, coordinating and being responsible for scheduling meetings, managing the project schedule, preparing and distributing minutes, field reviews, tracking action items for the [local agency] and consultant sub-contractors, and preparing all submissions for the [local agency] to submit to Caltrans Local Assistance. Any modifications proposed to this solicitation are welcome provided they are innovative, advanced, and well thought out methodologies and shall be identified as optional and priced out separately in the sealed fee proposal.

Preliminary Engineering Studies – Develop general project locations and design concepts and related activities needed to establish the parameters for final design such as Geometrics, Hydraulics, Geotechnical, Bridge, Landscape Architecture, Traffic Operations, Electrical, ITS Elements, etc.

Surveys and Mapping – The Consultant shall be responsible for data collection, mapping and surveying necessary for preliminary engineering, design, cost estimates, right-of-way impacts, and the level of environmental clearance. The scope of comprehensive base mapping and surveying includes but is not limited to Control Surveys, Aerial Photogrammetry, Limited Design Level Topographic Surveys, Right-of-Way Retracement, and a Record of Survey.

Environmental Studies and Documentation – Complete the environmental review; including submitting the Caltrans Preliminary Environmental Study and preparing any required technical studies to complete the NEPA document. [local agency] staff will prepare the CEQA document.

Utility Coordination – Submit improvement plans to utility companies in accordance with their requirements. Coordinate utility relocations, including relocation of the utility poles, as needed.

Right of Way Phase & Determination – Consultant shall prepare Request for Authorization to advance project to Right of Way Phase using procedures outlined in the Caltrans Local Assistance Procedures Manual. When authorized, Consultant shall review right-of-way records and establish additional right-of-way along the entire alignment, if necessary.

Design – Design the improvements and prepare the plans, specifications, and estimates in accordance with Caltrans Standards and AASHTO Geometric Design guidelines to achieve project objectives.

Consultant shall examine and present project alternatives, as necessary, which complete project goals within construction budget. PS&E shall be submitted to the [local agency] at 60%, 90%, and final contract documents.

Coordination with Adjacent Properties – Coordinate with adjacent property to establish driveway locations and other modifications required in front of their property such as fence relocations, mailbox relocation, or tree removal.

Construction Phase Authorization – Consultant shall prepare Request for Authorization to advance project to Construction using procedures outlined in the Caltrans Local Assistance Procedures Manual.

Bid Process – Provide an electronic copy of the final approved plans and specifications, a mylar copy of the final approved plans, and a hard copy of the final approved specifications. The electronic copy of the plans shall be provided as both AutoCAD files and PDF files, and the electronic copy of the specifications shall be provided in both Microsoft Word format and PDF format. [local agency] will be responsible for making copies of contract documents and will distribute to plan rooms and contractors.

Consultant shall respond to questions that arise during the bid phase and prepare addendums which will be distributed by the [local agency] as necessary.

Contract Term – Contract amendments are required to modify the terms of the original contract for changes such as extra time, added work, or increased costs and must be done prior to expiration of the original contract. Only work within the original advertised scope of services shall be added by amendment to the contract.

Method of Payment – Lump Sum Fee (or optional Actual Cost Plus Fixed Fee). The consultant performs the services stated in the contract for an agreed amount as compensation, including a net fee or profit.

Consultant shall identify in proposal if there are any other items that they anticipate will need to be addressed in order to obtain an encroachment permit from Caltrans.

Minimum Qualifications of Personnel – The Consultant shall meet the appropriate minimum qualifications as required by this contract.

Equipment Requirements - The Consultant shall have and provide adequate office equipment and supplies to complete the work required by this Contract. Consultant shall have and provide adequate field tools, instruments, equipment, materials, supplies, and safety equipment to complete the required field work and that meet or exceed Caltrans Specifications per the Caltrans Manuals.

General/Design/Environmental/Surveying/Other Standards -

Quality Control/Assurance Measures – Implementing and maintaining quality control procedures to manage conflicts, insure product accuracy, and identify critical reviews and milestones. Also, provide knowledge, experience, and familiarity Quality Control and Quality Assurance (QC/QA) for California Test Methods and laboratory.

Materials to be provided by the Agency - Unless otherwise specified in this Contract, the Consultant shall provide all materials to complete the required work in accordance with the delivery schedule and cost estimate outlined in each Task Order. Materials (if deemed applicable, necessary, and when available from the [agency]) that may be furnished or made available by the [agency] and where listed in the individual Task Orders and this Contract, are for the Consultant’s use only, shall be returned at the end of the Contract.

Work to be performed by the Agency -

Conflict of Interest Requirements - Throughout the term of the awarded contract, any person, firm or subsidiary thereof who may provide, has provided or is currently providing Design Engineering Services and/or Construction Engineering Services under a contractual relationship with a construction contractor(s) on any local project listed in this Scope of Work must disclose the contractual relationship, the dates and the nature of the services. The prime consultant and its subconsultants shall also disclose any financial or business relationship with the construction contractor(s) who are working on the projects that are assigned for material Quality Assurance services through task orders on the contract.

Similar to the disclosures regarding contractors, all firms are also required to disclose throughout the term of the awarded contract, any Design Engineering services including claim services, Lead Project Management services and Construction Engineering Services provided to all other clients on any local project listed in this Scope of Work.

In addition to the disclosures, the Consultant shall also provide possible mitigation efforts, if any, to eliminate or avoid any actual or perceived conflicts of interest.

The Consultant shall ensure that there is no conflict before providing services to any construction contractor on any of the agency’s projects’ listed in this Scope of Work. The submitted documentation will be used for determining potential conflicts of interest.

If a Consultant discovers a conflict during the execution of an assigned task order, the Consultant must immediately notify the Contract Manager regarding the conflicts of interest. The Contract Manager may terminate the Task Order involving the conflict of interest and may obtain the conflicted services in any way allowed by law. Failure by the Consultant to notify the Contract Manager may be grounds for termination of the contract.

Some examples of conflict of interest are the following:

• Certified Materials Tester(s) or Plant Inspector(s) from the same company that performs Quality Control for the Contractor and Quality Assurance for the [local agency] on the same project.

• Providing services to construction contractor’s subcontractors, fabricators, equipment installer, material suppliers and other firms associated with the projects listed in the Contract can be a potential conflict of interest when such contractor teams are identified.

Project Schedule – In order to assess duration and resources, the project planning and scheduling of tasks should be done using a Gantt chart.

APPENDIX A – PROPOSAL REQUIREMENTS

These guidelines are provided for standardizing the preparation and submission of Proposal/Proposals by all Consultants. The intent of these guidelines is to assist Consultants in preparation of their proposals, to simplify the review process, and to help assure consistency in format and content.

Proposals shall contain the following information in the order listed:

1. Introductory Letter

The introductory (or transmittal) letter shall be addressed to:

[local agency contact Address]

The letter shall be on Consultant letterhead and include the Consultant’s contact name, mailing address, telephone number, facsimile number, and email address. The letter will address the Consultant’s understanding of the services being requested and any other pertinent information the Consultant believes should be included. All addendums received must be acknowledged in the transmittal letter.

The letter shall be wet-signed in blue ink by the individual authorized to bind the Consultant to the proposal.

2. Executive Summary

3. Consultant Information, Qualifications & Experience

The [local agency] will only consider submittals from Consultants that demonstrate they have successfully completed comparable projects. These projects must illustrate the quality, type, and past performance of the project team. Submittals shall include a detailed description of a minimum of three (3) projects within the past five (5) years which include the following information:

1. Contracting agency

2. Contracting agency Project Manager

3. Contracting agency contact information

4. Contract amount

5. Funding source

6. Date of contract

7. Date of completion

8. Consultant Project Manager and contact information

9. Project Objective

10. Project Description

11. Project Outcome

4. Organization and Approach

1. Describe the roles and organization of your proposed team for this project. Indicate the composition of subcontractors and number of project staff, facilities available and experience of your team as it relates to this project.

2. Describe your project and management approach. Provide a detailed description of how the team and scope of work will be managed.

3. Describe the roles of key individuals on the team. Provide resumes and references for all key team members. Resumes shall show relevant experience, for the Project’s Scope of Work, as well as the length of employment with the proposing Consultant. Key members, especially the Project Manager, shall have significant demonstrated experience with this type of project, and should be committed to stay with the project for the duration of the project.

5. Scope of Work

1. Include a detailed Scope of Work Statement describing all services to be provided.

2. Describe project deliverables for each phase of your work.

3. Describe your cost control and budgeting methodology for this project.

4. Provide responses to the following:

a. Describe critical engineering design issues associated with the project and how you will address these.

b. Describe critical environmental issues and how you will address these.

c. How cost and schedule could be minimized.

6. Schedule of Work

Provide a detailed schedule for all phases of the project and the proposing Consultant’s services including time for reviews and approvals. The schedule shall meet the Project Schedule shown in Appendix C, however, expedited schedules are preferred with justification for timeline feasibility.

7. Conflict of Interest Statement

The proposing Consultant shall disclose any financial, business or other relationship with the [local agency] that may have an impact upon the outcome of the contract or the construction project. The Consultant shall also list current clients who may have a financial interest in the outcome of this contract or the construction project that will follow. The proposing Consultant shall disclose any financial interest or relationship with any construction company that might submit a bid on the construction project.

8. Litigation

Indicate if the proposing Consultant was involved with any litigation in connection with prior projects. If yes, briefly describe the nature of the litigation and the result.

9. Contract Agreement

Indicate if the proposing Consultant has any issues or needed changes to the proposed contract agreement included as Attachment 2.

The Consultant shall provide a brief statement affirming that the proposal terms shall remain in effect for ninety (90) days following the date proposal submittals are due.

A contract will not be awarded to a consultant without an adequate financial management and accounting system as required by 48 CFR Part 31 and 2 CFR Part 200.

10. Federal‐Aid Provisions

The proposing Consultant’s services are federally funded, which necessitate compliance with additional requirements. Special attention is directed to Attachment 3 – Local Assistance Procedures Manual Exhibit (LAPM) 10-I, Notice to Proposers DBE Information. The proposing Consultant shall complete and submit the following forms with the proposal to be considered responsive. These forms and instructions are provided for the proposer in Attachment 3.

Local Agency Proposer DBE Commitment (Consultant Contracts); (LAPM 10-O1). The local agency’s current contract DBE Goal is [#%].

DBE Information - Good Faith Effort (LAPM 15-H) – Required only if DBE goal is not achieved. It is recommended that proposer prepare and submit a GFE irrespective of meeting the DBE goal.

Disclosure of Lobbying Activities (LAPM 10-Q)

Upon award and through completion of the project, the successful proposing Consultant will be required to follow applicable federal-aid requirements and shall complete and submit with the agreement the following forms at the time of award:

Local Agency Proposer DBE Information (Consultant Contracts) (LAPM 10-02) Any other relevant forms required during the project.

Consultant shall demonstrate familiarity of providing services for federally funded projects and has clear understanding of requirements/needs to facilitate the project through Caltrans Local Assistance and Local Assistance Procedures Manual.

11. Cost Proposal

The consultant performs the services stated in the contract for an agreed amount as compensation, including a net fee or profit.

In order to assure that the [local agency] is able to acquire professional services based on the criteria set forth in the Brooks Act and Government Code 4526, the proposal shall include a cost proposal for each service of the proposal. Proposing Consultants will be required to submit certified payroll records, as required. Cost proposal shall be submitted in a separate sealed envelope from the proposal. The cost proposal is confidential and will be unsealed after all proposals have been reviewed, and most qualified consultant has been selected. Reference sample cost estimate in Attachment 3 LAPM 10-H, Example #1.

Consultant shall prepare a Lump Sum Fee estimate with progress payments at defined milestones/tasks.

Selected Consultant shall comply with Chapter 10.X of the Local Assistance Procedures Manual regarding the A&E Consultant Contract Audit and Review process.

APPENDIX B – PROPOSAL EVALUATION

Evaluation Process

All proposals will be evaluated by a [local agency] Selection Committee (Committee). The Committee may be composed of [local agency] staff and other parties that may have expertise or experience in the services described herein. The Committee will review the submittals and will rank the proposers. The evaluation of the proposals shall be within the sole judgment and discretion of the Committee. All contacts during the evaluation phase shall be through the [local agency] Contract Administrator/Project Manager only. Proposers shall neither contact nor lobby evaluators during the evaluation process. Attempts by Proposer to contact members of the Committee may jeopardize the integrity of the evaluation and selection process and risk possible disqualification of Proposer.

The Committee will evaluate each proposal meeting the qualification requirements set forth in this RFP.

Proposers should bear in mind that any proposal that is unrealistic in terms of the technical or schedule commitments may be deemed reflective of an inherent lack of technical competence or indicative of a failure to comprehend the complexity and risk of the [local agency’s] requirements as set forth in this RFP.

The selection process will include oral interviews. The consultant will be notified of the time and place of oral interviews and if any additional information that may be required to be submitted.

Consultants invited to interviews will be required to submit cost proposals in sealed envelopes during the interview. Upon completion of the evaluation and selection process, only the cost proposal from the most qualified consultant will be opened to begin cost negotiations. All unopened cost proposals will be returned at the conclusion of procurement process. Upon acceptance of a cost proposal and successful contract negotiations, staff will recommend a contract be awarded.

Evaluation Criteria

Proposals will be evaluated according to each Evaluation Criteria, and scored on a zero to five point rating. The scores for all the Evaluation Criteria will then be multiplied according to their assigned weight to arrive at a weighted score for each proposal. A proposal with a high weighted total will be deemed of higher quality than a proposal with a lesser-weighted total. The final maximum score for any project is five hundred (500) points.

Rating Scale

Not

Acceptable

Non-responsive, fails to meet RFP specifications. The approach has no probability of success. For mandatory requirement this score will result in disqualification of proposal.

1 Poor Below average, falls short of expectations, is substandard to that which is the average or expected norm, has a low probability of success in achieving project objectives per

RFP.

2 Fair Has a reasonable probability of success, however, some objectives may not be met.

3 Average Acceptable, achieves all objectives in a reasonable fashion per RFP specification. This will be the baseline score for each item with adjustments based on interpretation of proposal by Evaluation Committee members.

4 Above Average/Good

Very good probability of success, better than that which is average or expected as the norm. Achieves all objectives per RFP requirements and expectations.

Excellent/

Exceptional

Exceeds expectations, very innovative, clearly superior to that which is average or expected as the norm. Excellent probability of success and in achieving all objectives and meeting RFP specification.

The Evaluation Criteria Summary and their respective weights are as follows:

No. Written Evaluation Criteria Weight

1 Completeness of Response Pass/Fail

2 Qualifications & Experience 20

3 Organization & Approach 15

4 Scope of Services to be Provided 15

5 Schedule of Work 10

6 Conflict of Interest Statement Pass/Fail

7 Local Presence 5

8 References 10

8 Subtotal: 75

No. Interview Evaluation Criteria

Weight

9 Presentation by team 10

10 Q&A Response to panel questions

Subtotal: 25

Total: 100

1. Completeness of Response (Pass/Fail)

a. Responses to this RFP must be complete. Responses that do not include the proposal content requirements identified within this RFP and subsequent addenda and do not address each of the items listed below will be considered incomplete, be rated a Fail in the Evaluation Criteria and will receive no further consideration. Responses that are rated a Fail and are not considered may be picked up at the delivery location within 14 calendar days of contract award and/or the completion of the competitive process.

2. Qualifications & Experience (20 points)

a. Relevant experience, specific qualifications, and technical expertise of the firm and sub-consultants to conduct traffic engineering services on both federal and nonfederal-aid projects.

3. Organization & Approach (15 points)

a. Describes familiarity of project and demonstrates understanding of work completed to date and project objectives moving forward

b. Roles and Organization of Proposed Team

i. Proposes adequate and appropriate disciplines of project team.

ii. Some or all of team members have previously worked together on similar project(s).

iii. Overall organization of the team is relevant to [local agency] needs.

c. Project and Management Approach

i. Team is managed by an individual with appropriate experience in similar projects.

This person’s time is appropriately committed to the project.

ii. Team successfully addresses Site Planning and Programming efforts.

iii. Project team and management approach responds to project issues. Team structure provides adequate capability to perform both volume and quality of needed work within project schedule milestones.

d. Roles of Key Individuals on the Team

i. Proposed team members, as demonstrated by enclosed resumes, have relevant experience for their role in the project.

ii. Key positions required to execute the project team’s responsibilities are appropriately staffed.

e. Working Relationship with [local agency]

i. Team and its leaders have experience working in the public sector and knowledge of public sector procurement process.

ii. Team leadership understands the nature of public sector work and its decision-making process.

iii. Proposal responds to need to assist [local agency] during the project.

4. Scope of Services to be Provided (15 points)

a. Detailed Scope of Services to be Provided

i. Proposed scope of services is appropriate for all phases of the work.

ii. Scope addresses all known project needs and appears achievable in the timeframes set forth in the project schedule.

b. Project Deliverables

i. Deliverables are appropriate to schedule and scope set forth in above requirements.

c. Cost Control and Budgeting Methodology

i. Proposer has a system or process for managing cost and budget.

ii. Evidence of successful budget management for a similar project.

5. Schedule of Work (10 points)

a. Schedule shows completion of the work within or preferably prior to the [local agency] overall time limits as specified in Appendix C.

b. The schedule serves as a project timeline, stating all major milestones and required submittals for project management and Federal-Aid compliance.

c. The schedule addresses all knowable phases of the project, in accordance with the general requirements of this RFP.

6. Conflict of Interest Statement (Pass/Fail)

a. Discloses any financial, business or other relationship with the [local agency] that may have an impact upon the outcome of the contract or the construction project.

b. Lists current clients who may have a financial interest in the outcome of this contract or the construction project that will follow.

c. Discloses any financial interest or relationship with any construction company that might submit a bid on the construction project.

7. Local Presence (5 points)

a. A statement addressing firm’s ability to establish an office within the County or surrounding area.

8. References (10 points)

a. Provide as reference the name of at least three (3) agencies you currently or have previously consulted for in the past three (3) years.

9. Presentation by Team (10 points)

a. Team presentation conveying project understanding, communication skills, innovative ideas, critical issues and solutions.

10. Q&A Response to Panel Questions (15 points)

a. Proposer provides responses to various interview panel questions.

Weighted scores for each Proposal will be assigned utilizing the table below:

No. Evaluation Criteria

Rating (0‐5)

Weight Score (Rating * Weight)

1 Completeness of Response

N/A Pass/Fail Pass/Fail

2 Qualifications & Experience

3 Organization & Approach

4 Scope of Services to be Provided

5 Schedule of Work

6 Conflict of Interest Statement

N/A Pass/Fail Pass/Fail

7 Local Presence 5

8 References 10

9 Presentation by Team

10 Q&A Response to Panel Questions

Total: 100

APPENDIX C – RFP & PROJECT SCHEDULE

Project Schedule – A Gantt chart should be used for evaluations to compare project deliverables, cost, and time frames and can be done in Excel.

Local Assistance Procedures Manual Exhibit 10-R A&E Boilerplate Agreement Language

Office Bulletin #25-07 R3

Exhibit 10-R: A&E BOILERPLATE AGREEMENT LANGUAGE (For Local Assistance Federal-Aid Projects)

NOTE TO LOCAL AGENCY - BE SURE THAT YOUR LEGAL STAFF REVIEWS AND APPROVES ALL CONSULTANT

CONTRACTS BEFORE EXECUTION. THIS AGREEMENT LANGUAGE IS RECOMMENDED LANGUAGE,

EXCEPT ARTICLE XXXII TITLE VI ASSURANCES (APPENDICES A AND E MUST BE PHYSICALLY INCLUDED, UNMODIFIED, IN ANY FEDERAL-AID CONTRACT AND APPENDICES B-D MUST BE PHYSCIALLY INCLUDED, UNMODIFIED, IN ANY FEDERAL-AID CONTRACT INVOLVING RIGHT OF WAY ACQUISITION). MODIFY AS RECOMMENDED BY YOUR OWN LEGAL STAFF AND TO FIT YOUR PARTICULAR REQUIREMENTS AND PROJECT.

THE FISCAL AND FEDERAL PROVISIONS ARE REQUIRED IN ALL FEDERALLY FUNDED CONTRACTS. THE

ORIGINAL INTENT OF THE ARTICLE SHALL REMAIN, IF MODIFIED BY YOUR LEGAL STAFF.

THIS EXHIBIT CONTAINS FISCAL REQUIREMENTS FROM 2 CFR 200 AND IS TO BE USED FOR STATE-ONLY

FUNDED CONTRACTS AS WELL.

[Note: italic text within brackets throughout the Articles is intended for instructional purposes only]

TABLE OF CONTENTS

Page

ARTICLE I INTRODUCTION

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS

ARTICLE III STATEMENT OF WORK

ARTICLE IV PERFORMANCE PERIOD

ARTICLE V ALLOWABLE COSTS AND PAYMENTS

ARTICLE VI TERMINATION

ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS

ARTICLE VIII RETENTION OF RECORD/AUDITS

ARTICLE IX AUDIT REVIEW PROCEDURES

ARTICLE X SUBCONTRACTING

ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES

ARTICLE XII STATE PREVAILING WAGE RATES

ARTICLE XIII CONFLICT OF INTEREST

ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS

FOR LOBBYING

ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE

ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION

ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION

ARTICLE XIX INSURANCE

ARTICLE XX FUNDING REQUIREMENTS

ARTICLE XXI CHANGE IN TERMS

ARTICLE XXII CONTINGENT FEE

ARTICLE XXIII DISPUTES

ARTICLE XXIV INSPECTION OF WORK

ARTICLE XXV SAFETY

ARTICLE XXVI OWNERSHIP OF DATA

ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR

ARTICLE XXVIII CONFIDENTIALITY OF DATA

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION

ARTICLE XXX EVALUATION OF CONSULTANT

ARTICLE XXXI PROMPT PAYMENT

ARTICLE XXXI TITLE VI ASSURANCES

ARTICLE XXXII NOTIFICATION

ARTICLE XXXIII CONTRACT

ARTICLE XXXIV SIGNATURES

ARTICLE I INTRODUCTION

A. This AGREEMENT is between the following named, hereinafter referred to as, CONSULTANT and the following named, hereinafter referred to as, LOCAL AGENCY:

The name of the “CONSULTANT” is as follows:

(NAME OF CONSULTANT)

Incorporated in the State of (NAME OF STATE)

The Project Manager for the “CONSULTANT” will be (NAME) The name of the “LOCAL AGENCY” is as follows:

(NAME)

The Contract Administrator for LOCAL AGENCY will be (NAME)

B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and the approved CONSULTANT’s Cost Proposal dated (DATE). The approved CONSULTANT’s Cost Proposal is attached hereto (Attachment #) and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless LOCAL AGENCY, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this AGREEMENT on the part of CONSULTANT, except such loss or damage which was caused by the sole negligence, or willful misconduct of LOCAL AGENCY, as determined by a Court of competent jurisdiction. The provisions of this section shall survive termination or suspension of this AGREEMENT.

D. CONSULTANT in the performance of this AGREEMENT, shall act in an independent capacity. It is understood and agreed that CONSULTANT (including CONSULTANT's employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable to employees of LOCAL AGENCY.

E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of the AGREEMENT, and is not required to issue W-2 Forms for income and employment tax purposes for any of CONSULTANT's assigned personnel. CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.

F. Any third party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY harmless from any and all claims that may be made against LOCAL AGNECY based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from LOCAL AGENCY under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

H. CONSULTANT shall be as fully responsible to the LOCAL AGENCY for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, in the same manner as persons directly employed by CONSULTANT.

I. No alteration or variation of the terms of this AGREEMENT shall be valid, unless made in writing and signed by the parties authorized to bind the parties; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto.

J. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of CONSULTANT’s expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS

[Choose either Option 1 or Option 2]

[Option 1 - Use paragraphs A & B below for standard AGREEMENTs]

A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.

[Option 2 - Use paragraphs A & B below for on-call AGREEMENTs]

A. CONSULTANT shall submit progress reports on each specific project in accordance with the Task

Order. These reports shall be submitted at least once a month. The report should be sufficiently detailed for LOCAL AGENCY’s Contract Administrator or Project Coordinator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator or

Project Coordinator, as needed, to discuss progress on the project(s).

ARTICLE III STATEMENT OF WORK

[Insert Appropriate Statement of work including a Description of the Deliverables in the following sections. If a section does not apply to the AGREEMENT, state “Not Applicable to this AGREEMENT.”]

A. CONSULTANT Services

[Detail based on the services to be furnished should be provided by CONSULTANT. Nature and extent should be verified in the negotiations to make precise statements to eliminate subsequent uncertainties and misunderstandings. Reference to the appropriate standards for design or other standards for work performance stipulated in CONSULTANT AGREEMENT should be included.

Describe acceptance criteria, and if the responsible CONSULTANT/engineer shall sign all Plans, Specifications and Estimate (PS&E) and engineering data furnished under the AGREEMENT including registration number.

Environmental documents are not considered complete until a Caltrans District Senior Environmental Planner signs the Categorical Exclusion, a Caltrans Deputy District Director signs the Finding of No Significant Impact, or the Caltrans District Director signs the Record of Decision (see LAPM Chapter 6: Environmental Procedures, and the Standard Environmental Reference).]

B. Right of Way

[State whether Right of Way requirements are to be determined and shown by CONSULTANT, whether land surveys and computations with metes and bounds descriptions are to be made, and whether Right of Way parcel maps are to be furnished.]

C. Surveys

[State whether or not the CONSULTANT has the responsibility for performing preliminary or construction surveys.]

D. Subsurface Investigations

[State specifically whether or not CONSULTANT has responsibility for making subsurface investigations. If borings or other specialized services are to be made by others under the supervision of CONSULTANT, appropriate provisions are to be incorporated. Archaeological testing and data recovery guidance can be found in the Standard Environmental Reference.]

E. Local Agency Obligations

All data applicable to the project and in possession of LOCAL AGENCY, another agency, or government agency that are to be made available to CONSULTANT are referred to in the AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly.

F. Conferences, Site Visits, Inspection of Work

This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

G. Checking Shop Drawings

[For AGREEMENTs requiring the preparation of construction drawings, make provision for checking shop drawings. Payment for checking shop drawings by CONSULTANT may be included in the AGREEMENT fee, or provision may be made for separate payment.]

H. CONSULTANT Services During Construction The extent, if any of CONSULTANT’s services during the course of construction as material testing, construction surveys. etc., are specified in the AGREEMENT together with the method of payment for such services.

I. Documentation and Schedules

AGREEMENTs where appropriate, shall provide that CONSULTANT document the results of the work to the satisfaction of LOCAL AGENCY, and if applicable, the State and FHWA. This may include preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the AGREEMENT objectives.

https://dot.ca.gov/-/media/dot-media/programs/local-assistance/documents/lapm/ch06.pdf

J. Deliverables and Number of Copies The number of copies or documents to be furnished, such as reports, brochures, sets of plans, specifications, or Right of Way parcel maps shall be specified. Provision may be made for payment for additional copies.

ARTICLE IV PERFORMANCE PERIOD

[A time must be set for beginning and ending the work under the AGREEMENT. The time allowed for performing the work is specified; it should be reasonable for the kind and amount of services contemplated; and it is written into the AGREEMENT. If it is desirable that Critical Path Method (CPM) networks, or other types of schedules be prepared by CONSULTANT, they should be identified and incorporated into the AGREEMENT.] A. This AGREEMENT shall go into effect on (DATE), contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on (DATE), unless extended by AGREEMENT amendment.

B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY.

[Use paragraph C below in addition to paragraphs A & B above for on-call AGREEMENTs. On-call AGREEMENTs shall be 5 years maximum.] C. The period of performance for each specific project shall be in accordance with the Task Order for that project. If work on a Task Order is in progress on the expiration date of this AGREEMENT, the terms of the AGREEMENT shall be extended by AGREEMENT amendment prior to the expiration of the contract to cover the time needed to complete the task order in progress only. The maximum term shall not exceed five (5) years.

ARTICLE V ALLOWABLE COSTS AND PAYMENTS

[Choose either Option 1, 2, 3, or 4]

[Option 1 - Use paragraphs A through J below for Cost-Plus-Fixed Fee Agreements]

A. The method of payment for this AGREEMENT will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY’s approved overhead rate set forth in the Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I” of this Article shall not be exceeded, unless authorized by AGREEMENT amendment.

B. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific AGREEMENT. CONSULTANT’s agreement to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or AGREEMENT award.

C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $(AMOUNT). The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.

D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.

E. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.

F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this AGREEMENT.

H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by

LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title.