RFP 14-20 REQUEST FOR PROPOSALS
PROJECT MANAGEMENT AND PROCUREMENT SERVICES FOR THE COMPUTER AIDED DISPATCHING/AUTOMATIC VEHICLE LOCATION (CAD/AVL) PROJECT
Jose Mares, Contracts Administrator 3331 North First Street, Building A San Jose, CA 95134 (408) 321-5952
[email protected]
RFP SCHEDULE Issue RFP Pre-Proposal Conference Deadline to Submit Questions Deadline to Submit Proposal Proposer Interviews
December 2, 2014 December 15, 2014 December 16, 2014 January 12, 2015 January 29, 2015
REQUEST FOR PROPOSALS (RFP) 14-20 PROJECT MANAGEMENT AND PROCUREMENT SUPPORT SERVICES FOR CAD/AVL PROJECT TABLE OF CONTENTS INTRODUCTION
Pg. 1
I.
INSTRUCTIONS TO PROPOSERS
Pg. 2
II.
PROPOSER’S MINIMUM QUALIFICATIONS
Pg. 6
III.
EVALUATION AND SELECTION
Pg. 7
IV.
PROPOSAL FORMAT AND CONTENT
Pg. 8
V.
PROTESTS
Pg. 9
VI.
SMALL BUSINESS ENTERPRISE (SBE) POLICY AND REQUIREMENTS
Pg. 10
INDEMNITY AND INSURANCE REQUIREMENTS
Pg. 11
VII.
VIII. SCOPE OF SERVICES
Pg. 12
ADMINISTRATIVE SUBMITTALS: Form 1 Form 2 Form 3 Form 4 Form 5 Form 6 Form 7
General Information Form Local Firm Certification Exceptions to Agreement Levine Act Statement Cost Proposal Form Listing of SBE Prime and Subcontractors Designation of Subcontractors, Suppliers & Subconsultants
EXHIBITS: Exhibit A
Agreement for Services • Exhibit A-1 Compensation, Invoicing and Payment • Exhibit A-2 Indemnity and Insurance Requirements
RFP 14-20 PM for CAD/AVL
INTRODUCTION The Santa Clara Valley Transportation Authority, also known as VTA, is the result of a 1995 merger between two previously separate entities: the Santa Clara County Transit District and the Congestion Management Agency for Santa Clara County. VTA is an independent special district responsible for bus and light rail operations, congestion management, specific highway improvement projects and countywide transportation planning. As such, VTA is both an accessible transit provider and multi-modal transportation planning organization involved with transit, highways, roadways, bikeways, and pedestrian facilities. Working under the direction of a 12 member Board of Directors, VTA’s annual operating budget is approximately $363 million, and its currently approved capital program is approximately $1 billion. VTA’s bus fleet of 450 buses serves a 326 square mile urbanized service area and operates approximately 19 million miles annually. The 42.2-mile light rail system is served by 100 rail cars and 5 historic trolley cars and operates approximately 2.2 million miles annually. VTA employs approximately 2,041 people, of whom 635 are administrative, clerical and professional positions and 1406 are operators and maintenance positions. There are four operating/maintenance facilities located within Santa Clara County. The administrative headquarters is located separately from these four facilities. For more information about VTA, log on to www.VTA.org. ABOUT RFP 14-20 VTA seeks proposals from qualified consulting firms to provide project management and procurement support services in order to facilitate the replacement of VTA’s existing Computer Aided Dispatching (CAD), Automatic Vehicle Location (AVL), and RealTime Passenger Information (RTPI) communications system referred to as the Advanced Communications System (ACS). The scope provided in Section VIII includes the following elements: 1. 2. 3. 4. 5.
Procurement Support Project Management ACS Testing and Acceptance Staffing Plans and Training Intelligent Transportation Systems Integration
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I.
INSTRUCTIONS TO PROPOSERS
A. Procurement Schedule VTA’s procurement schedule dates are listed in the table below. All dates set forth in this RFP are subject to change, at VTA’s sole discretion, and will be provided to Proposers as an Addendum. All references to “time” are Pacific Standard Time in this RFP. ACTIVITY
DATE/TIME December 2, 2014 December 15, 2014 / 10:00 a.m. December 16, 2015 / 5:00 p.m. January 12, 2015 / 5:00 p.m. January 29, 2015
Issue RFP Pre-Proposal Conference Deadline to Submit Questions Deadline to Submit Proposal Proposer Interviews
B. Designated Point of Contact All communications with VTA shall be with the Designated Point of Contact identified herein: Jose Mares, Contracts Administrator Santa Clara Valley Transportation Authority 3331 North First Street, Building A San Jose, California 95134 Phone: (408) 321-5952 Email:
[email protected] C. Examination of Proposal Documents By submitting a proposal, the Proposer represents that it has thoroughly examined and become familiar with the work required under this RFP, and that it is capable of performing quality work to achieve VTA’s objectives. D. Addenda/Clarifications Questions or comments regarding this RFP must be put in writing and must be received by VTA no later than 5:00 p.m. on December 16, 2014. Email is the preferred method to submit questions. Address emails to the Designated Point of Contact listed above and include “RFP 14-20 Questions” in the subject line. Questions may also be submitted using a facsimile machine. However, all faxed questions must be received by VTA by the date and time stated above. VTA’s facsimile number is (408) 955-9729. Inquiries received after the date and time stated above will not be accepted and will be returned to the senders without response. Responses from VTA will be communicated in writing to all recipients of this RFP and published on the VTA online procurement website.
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E. Submission of Proposals All proposals shall be submitted to the Designated Point of Contact no later than 5:00 p.m. on January 12, 2015. The Proposer shall submit one (1) electronic copy of the proposal on a CD, DVD or flash-drive in a sealed envelope, addressed as noted above, bearing the Proposer’s name and address, and clearly marked as follows: “RFP 14-20 PM for CAD/AVL” All responses, inquiries, and correspondence related to this RFP and all reports, charts, displays, schedules, exhibits, and other documentation produced by the Proposer that are submitted as part of the proposal will become the property of VTA when received by VTA and may be considered public information under applicable law. Any proprietary information in the proposal should be identified as such. VTA will not disclose proprietary information to the public, unless required by law; however, VTA cannot guarantee that such information will be held confidential F. Withdrawal of Proposals A Proposer may withdraw its proposal at any time before the expiration of the time for submission of proposals as provided in this RFP by delivering to the Contracts Office a written request for withdrawal signed by, or on behalf of, the Proposer. G. Rights of VTA This RFP does not commit VTA to enter into a Contract, nor does it obligate VTA to pay for any costs incurred in preparation and submission of proposals or in anticipation of a contract. VTA may investigate the qualifications of any Proposer under consideration, require confirmation of information furnished by the Proposer, and require additional evidence or qualifications to perform the Services described in this RFP. VTA reserves the right to: 1. Reject any or all proposals. 2. Issue subsequent Requests for Proposal. 3. Postpone opening for its own convenience. 4. Remedy technical errors in the Request for Proposal process. 5. Approve or disapprove the use of particular subcontractors. 6. Negotiate with any, all, or none of the Proposers. 7. Solicit best and final offers from all or some of the Proposers. 8. Award a contract to one or more Proposers. 9. Accept other than the lowest offer. 10. Waive informalities and irregularities in proposals. 11. Conduct interviews at its discretion.
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H. Contract Type It is anticipated that the agreement resulting from this solicitation, if awarded, will be Time and Materials with a term of three years. I. Exceptions to the Agreement Proposers shall be prepared to accept the terms and conditions of the Agreement provided herein as Exhibit A, which include requirements for Compensation, Indemnity and Insurance. If a Proposer desires to take exception to the above, Proposer shall provide the following information using Form 3, as a section of the Proposal, identified as “Exceptions to Agreement.” The exceptions to the Agreement shall include the following: 1. Proposer shall clearly identify each proposed change to the Agreement, including all relevant Exhibits. 2. Proposer shall furnish the reasons therefore as well as specific recommendations for alternative language. The above factors will be taken into account in evaluating proposals. Proposals that take substantial exceptions to the Agreement or proposed compensation terms may be determined by VTA, at its sole discretion, to be unacceptable and no longer considered for award. Only the exceptions stated in the Proposal will be considered when negotiating the Agreement. J. Collusion By submitting a proposal, each Proposer represents and warrants that its proposal is genuine and not a sham or collusive or made in the interest of or on behalf of any person not named therein; that the Proposer has not directly or indirectly, induced or solicited any other person to submit a sham proposal or any other person to refrain from submitting a proposal; and that the Proposer has not in any manner sought collusion to secure any improper advantage over any other person submitting a proposal. K. Audit Report/Requirements Proposers must agree to abide by the requirements in Chapter III, paragraph 4 of FTA Circular 4220.1F. Every Proposer that has been the subject of any audit report by any government or public agency or qualified independent CPA must attach with its proposal the latest such audit report, including direct labor, materials, fringe benefits and general overhead.
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L. Levine Act The Levine Act (Government Code Section 84308) is part of the Fair Political Practices Act. The Levine Act prohibits any elected or appointed officer, or alternate, of VTA from participating in or influencing the decision on awarding a contract with VTA to anyone who has contributed more than $250 to the officer within the previous twelve months. The Levine Act also requires an officer of VTA who has received such a contribution to disclose the contribution on the record of the proceeding. In addition, VTA officers are prohibited from soliciting or accepting a contribution of more than $250 from a party applying for a contract while the matter of awarding the contract is pending before VTA and for three months following the date a final decision concerning the contract has been made. A Proposer is prohibited from making a campaign contribution of more than $250 to a VTA officer while its Proposal is pending before VTA and for three months following the date a final decision concerning the Proposal has been made. Proposers must disclose on the record by completing the enclosed Form 4 entitled “Levine Act Statement” any contribution of more than $250 that they have made to any VTA Board Member or alternate within the twelve-month period preceding submission of its Proposal. This duty applies to your company, any member of your team, any agents for you or other team members and to the major shareholders of any closed corporation that is part of your team. If you check “yes” on the Levine Act Statement that you have made a contribution that needs to be disclosed, you must include this information, specifying the date, amount and recipient of the contribution. This statement must be submitted with your Proposal. M. Economic Interest Form 700 The Proposer’s key person as well as other positions within his or her firm determined by VTA to be participating in the making of governmental decisions will each be required to file a Form 700, the financial disclosure form mandated by the Fair Political Practices Commissions (FPPC). The Form 700 will be required to be filed upon execution of the Agreement in which the VTA retains the services of the Contractor, annually thereafter, and upon separation of services pursuant to FPPC rules and regulations.
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II.
PROPOSER’S MINIMUM QUALIFICATIONS
A. General Qualifications Proposers must have the following minimum qualifications and experience in the bus and rail transit industry for systems comparable in size to the Santa Clara Valley Transportation Authority: Proposer shall be familiar with and have experience implementing a variety of Advanced Communications Systems. This experience shall include knowledge and expertise in: •
best value procurement, acquisition and contract administration support.
•
enterprise database/open data
•
cloud computing
•
design and implementation of transit radio communications systems including computer aided dispatch (CAD), automatic vehicle locator/global positioning systems, real-time passenger information systems, and communication networks
•
CAD/AVL/RTPI integration of both bus and light rail transit requirements
•
design and implementation of intelligent transportation systems (ITS)
•
project management experience for large, federally funded capital projects including schedule and budget control, specification development, technical evaluation, contract negotiation and implementation
•
design, implementation and integration of associated “Smart Bus” technologies including automatic passenger counters (APCs), fare equipment, vehicle maintenance monitoring, automated annunciators and headsigns, traffic signal pre-emption equipment, and passenger information systems
•
current telecommunications industry standards and codes, and FCC rules, regulations and licensing
•
development and implementation of a comprehensive equipment and system testing and acceptance plan
•
development of staffing and training plans for operations and maintenance personnel associated with communications systems
•
personnel must possess the expertise and proper license in the State of California to perform the work.
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III.
EVALUATION AND SELECTION
A. Evaluation Criteria: The following criteria will be used to evaluate proposals: 1. Qualification of the Firm: 20 Points Project management, procurement support services, and technical experience (light rail implementation experience a plus) in performing work of a closely similar nature; experience working with transit properties or other public agencies; record of completing work on schedule; strength and stability of the firm; technical experience and strength and stability of proposed subcontractors; and assessments by client references. 2. Staffing and Project Organization: 20 Points Qualifications of project staff, particularly key personnel, especially the project manager; key personnel’s level of involvement in performing related work; logic of project organization; adequacy of labor commitment; concurrence in the restrictions on changes in key personnel. 3. Project Understanding 20 Points Proposer’s demonstrated understanding of the project requirements, potential problem areas, project approach, work plan, and quality assurance program. 4. Local Firm Preference: 10 Points Five points shall be awarded if at least 50% of the dollar value of services to be rendered will be performed by a local firm. An additional point shall be awarded for each additional 10% of the dollar value of services to be performed by a local firm, to a maximum point award of 10 points. 5. Cost and Price: 30 Points The reasonableness of the total price and competitiveness of this amount with other offers received; adequacy of data in support of figures quoted; reasonableness of individual task budgets; basis on which prices are quoted. B. Evaluation Procedure The Review Board will evaluate proposals based on the pre-established criteria to determine the successful Proposer or establish a shortlist of firms to interview. VTA reserves the right to conduct interviews at its discretion. Proposers are asked to keep January 29, 2015, available in the event the Review Board conducts interviews. If invited to interview, VTA will notify Proposers regarding the schedule and other pertinent interview information. Typically, the interview is scheduled for one hour and requires the Project Manager to be a lead participant. The names of the Review Board members are not revealed prior to the interviews. The individual or composite rating and evaluation forms prepared by individual Review Board members are not retained by VTA and will not be revealed. 7
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C. Award When the Review Board has completed its work, negotiations will be conducted for the extent of services to be rendered. Because VTA may award without conducting negotiations, the proposal submitted shall contain the Proposer’s most favorable terms and conditions. IV.
PROPOSAL FORMAT AND CONTENT
A. Format Proposals shall be typed, as brief as possible, and not include any unnecessary promotional material. The nature and form of response are at the discretion of those responding, but shall include the information listed below. B. Content Include the information described below and the Administrative Submittals (Forms No.1 - No.7) in the proposal. 1. Profile of Firm: This section shall include a brief description of the firm’s size as well as the local organizational structure. Include a discussion on the firm’s financial stability, capacity and resources. Additionally, this section shall include a listing of any lawsuit or litigation and the result of that action resulting from (a) any public project undertaken by the Proposer or by its subcontractors where litigation is still pending or has occurred within the last five years or (b) any type of project where claims or settlements were paid by the contractor or its insurers within the last five years. 2. Qualifications of the Firm: This section shall include a brief description of the Proposer’s and subconsultant’s qualifications and previous experience on similar or related projects. Description of pertinent project experience shall include a summary of the work performed, the total project cost, the percentage of work the firm was responsible for, the period over which the work was completed, and the name, title, and phone number of clients to be contacted for references. Give a brief statement of the firm’s adherence to the schedule and budget for each project. Proposer must state experience in all five elements below: 1. 2. 3. 4. 5.
Procurement Support Project Management ACS Testing and Acceptance Staffing Plans and Training Intelligent Transportation Systems Integration
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3. Work Plan: By presentation of a well-conceived work plan, this section of the proposal shall establish the Proposer’s understanding of VTA’s objectives and work requirements and Proposer’s ability to satisfy those objectives and requirements. Succinctly describe the proposed approach for addressing the required work, outlining the activities that would be undertaken in completing the various tasks and specifying who would perform them. Include a timetable for completing all work specified in the Scope of Work. The Proposer may also suggest technical or procedural innovations that have been used successfully on other projects and which may facilitate the completion of this project. 4. Project Staffing: This section shall discuss how the Proposer would propose to staff this project. Proposer project team members shall be identified by name, location, specific responsibilities on the project and the estimated person-hours of participation. An organizational chart for the project team and resumes for key Proposer personnel shall be included. Key Proposer personnel will be an important factor considered by the Review Board. There can be no change of key personnel once the proposal is submitted, without the prior approval of VTA. 5. Administrative Submittals The Proposer must complete, sign and date the forms listed below and include them in each copy of the proposal. Form 1 Form 2 Form 3 Form 4 Form 5 Form 6 Form 7 V.
General Information Form Local Firm Certification Exceptions to Agreement Levine Act Statement Cost Proposal Form Listing of SBE Prime and Subcontractors Designation of Subcontractors, Suppliers & Subconsultants
PROTESTS
A. Solicitation Phase Prior to the closing date for submittal of proposals, Proposer may submit to VTA protests regarding the procurement process, or alleged improprieties in specifications or alleged restrictive specifications. Any such protests shall be filed no later than 10 working days prior to the scheduled closing date. If necessary, the closing date of the solicitation may be extended pending a resolution of the protest.
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B. Pre-Award Protests dealing with alleged improprieties in the procurement or the procurement process that can only be apparent after the closing date for receipt of proposals shall be filed within five working days of issuance of the Notice of Recommended Award. Protests shall contain a statement of the grounds for protests and supporting documentation. Protestor will be notified of VTA’s final decision prior to issuance of Award. A Proposer may discuss the Procurement Documents with VTA. Such discussions, however, do not relieve Proposers from the responsibility of submitting written protests as required by VTA Policy No. 36 – Bid Protests. Proposer’s requests and protests shall be addressed to: Santa Clara Valley Transportation Authority Contracts and Materials Management Attention: Thomas B. Smith, Purchasing and Materials Manager 3331 North First Street, Building A San Jose, California 95134 The full text of VTA’s Policy No. 36 may be obtained by contacting Thomas Smith, Purchasing and Materials Manager, at (408) 321-7190 or
[email protected]. VI.
SMALL BUSINESS ENTERPRISE (SBE) POLICY AND REQUIREMENTS
A. Policy It is VTA policy to ensure that Small Business Enterprise (SBE) firms, as defined in Federal Regulations 13 CFR Part 121 and 49 CFR Part 26, have the maximum opportunity to participate in the performance of contracts and subcontracts. B. Requirements In connection with the performance of this Agreement, CONTRACTOR shall fully comply with VTA policy and procedures pertaining to utilization of SBE and with the 7.31% SBE Participation Level set for this Agreement. The policy and procedures of VTA regarding the utilization of SBE firms are available from VTA’s Office of Small and Disadvantaged Businesses and are incorporated herein by this reference. Proposer will use its best efforts to ensure that SBE firms have an equitable opportunity to compete for subcontract work under this Agreement. Any certified Disadvantaged Business Enterprise (DBE) is eligible to participate as an SBE toward the SBE participation goal. SBE firms must be certified by the VTA Office of Small and Disadvantaged Businesses. Listings for SBE and DBE firms are listed below: VTA SBE Database: • http://www.VTA.org/about-us/doing-business-with-VTA-search-for-sbes California UCP DBE Database: • http://www.dot.ca.gov/hq/bep/find_certified.htm 10
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C. Contractor Reporting CONTRACTOR will be required to submit a final SBE utilization report electronically to the VTA office of Small and Disadvantaged Businesses. This report shall be submitted electronically by the contractor and will document when payments to subcontractors were made, the dollar value of the payments to SBE firms, and the percentage of the contract completed. D Electronic Submittals Electronic submittals will be on a web-based system, accessed from any location via the internet. The VTA reporting system is accessed at the following website: https://VTA.sbdbe.com. CONTRACTOR and its subcontractors will be given a Log On identification, password, and training to access the VTA reporting system. This requirement applies to every lower tier subconsultant and vendor required to provide or verify SBE utilization documentation. VII.
INDEMNITY AND INSURANCE REQUIREMENTS
Indemnity and Insurance requirements for this Agreement are set forth in Exhibit A-1, entitled “Indemnity and Insurance Requirements,” contain herein. Contractor shall maintain Insurance limits no less than: a. General Liability $2,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage. If a Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability $2,000,000 combined single limit per accident for bodily injury and property damage. c. Workers’ Compensation and Employers Liability: Statutory Workers’ Compensation limits and Employers Liability limits of $2,000,000 per accident. d. Professional Liability: $2,000,000 each occurrence/aggregate minimum limit per claim.
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VIII. SCOPE OF SERVICES Background The existing on-board vehicle ACS device (bus only), the Advanced Mobile Data Terminal, was originally manufactured by Orbital TMS and is now supported by Xerox. These devices will soon become unsupportable. VTA developed system/technical specification requirements for the replacement of this entire system and a negotiated procurement RFP will be released in 2015. It is expected that the Consultant (Proposer) review the RFP technical specifications to better understand the scope of the CAD/AVL project. VTA operates an extensive 70 route bus network, which covers 326 square miles in the urbanized portion of Santa Clara County. Bus service is also operated north to the Fremont BART Station. Dispatching and scheduling for this service is provided at the Operations Control Center. In addition to the bus network, VTA operates a 21 mile light rail system with a 7.6 mile extension in final design. As part of that light rail system, VTA uses a Supervisory Control and Data Acquisition (SCADA) system to monitor and control substations, monitor ticket vending machines, public address and station electrical systems and interfaces with the signal system to provide train tracking capability. VTA vehicle fleet consists of 443 buses, 99 light rail vehicles, supervisory and maintenance support vehicles and protective services vehicles. VTA operates and maintains buses out of three operating facilities and a fourth facility for light rail operations and maintenance functions and the Operations Control Center (transit communications). VTA administrative headquarters is located at North San Jose. Special service is operated during major events at Levi’s stadium in Santa Clara. In addition, increased service is expected to commence during fiscal year 2016 for the opening of the first BART station in Santa Clara County and the introduction of a new BRT service. Bus fleet is expected to increase at around 500 vehicles. Proposed Advanced Communication System (ACS) Upgrade/Replacement Due to deficiencies of the existing system and recent advances in the communications and intelligent transportation systems fields, VTA desires to implement a proven and comprehensive Advanced Communications System (ACS) for both bus and light rail service. This system will include the following key elements, which would be extensively reviewed and redefined as part of the Consultant Workscope. •
On-board mobile data device (bus: replacement/upgrade; light rail: new)
•
Automatic passenger counters (bus: 65% of fleet currently equipped; light rail: 100% of fleet equipped
•
Real-time Passenger Information
•
Integration to other vehicle on-board technologies (headsigns, stop calling, fare system). Single sign-on. 12
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•
Transit Database, Data Warehousing, Advance Reporting
•
California Highway Patrol automated driver log books
Scope of Work Elements The specific tasks are defined below, but the proposal may include additional approaches, work tasks and/or detail if it improves the ACS project. The Consultant will be responsible for providing all necessary labor, supervision and expenses to complete the following tasks. 1. 2. 3. 4. 5.
Procurement Support Project Management ACS Testing and Acceptance Training Plan Intelligent Transportation Systems Integration
1. Procurement Support Consultant will assist VTA staff in the procurement and selection of the ACS vendor. While VTA has its own procurement procedures that will be used for this project, the Consultant will provide proven technical expertise to ensure that the selected vendor and its proposed system meet VTA’s requirements for the ACS. The ACS procurement activities include: 1.1 Meetings 1.1.1 Attend Pre-proposal meeting to assist VTA in presenting information on the ACS project and to answer questions posed by the prospective Proposers. 1.1.2
Participate in an advisory capacity with VTA staff in Review Board process with ACS Proposers in order to select recommended vendor.
1.1.3
Visit locations, possible throughout the United States to review actual installations of proposed ACS projects.
1.2 Evaluation Criteria 1.2.1 Assist in establishing evaluation criteria used to review vendor proposals. 1.3 Proposal Review 1.3.1 Provide technical review of each ACS proposal to ensure compliance with Authority requirements. Review vendors alternate solutions to the specification requirements. 1.3.2
Review vendors past performance in providing similar systems to VTA’s ACS project.
1.3.3
Review and verify cost proposals submitted by vendors.
1.4 Negotiations 1.4.1 Assist VTA staff in contract negotiations with the selected vendor. This will include revising the project technical specifications to align with any approved expectations with the initial specifications. Contract negotiations will also address final pricing and selected options. 13
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2. Project Management The Consultant will provide a Project Manager, who shall be responsible for completion of the Consultant Workscope and providing ongoing liaison with VTA. It is anticipated the Consultant staff will need to be on location full-time during critical implementation, testing and acceptance phases of the ACS. VTA will designate its own internal project manager, who will be responsible for the entire ACS project and will also coordinate the project with a task force of representatives from various departments. The specific Consultant Project Management tasks include: 2.1 Operational/System Design 2.1.1 Assist VTA staff during the operational/system design phase of the project and develop specifications, testing, and implementation plans. 2.2 Schedule Development and Reporting 2.2.1 Develop a complete, detailed ACS project schedule, which includes the Consultant Workscope tasks and the implementation of the ACS system by a third party vendor. 2.2.2
Consultant will report progress on the project schedule and update these schedules at least monthly.
2.3 Project Reporting 2.3.1 Consultant will prepare and submit a monthly executive level Program Report. The report will contain an executive summary, a listing of areas of concerns and action, a report for each milestone on the project schedule, and a copy of the updated project schedule. 2.3.2
At the request of VTA Project Manager, the Consultant will prepare special management reports for the FTA, Board of Directors, etc.
2.3.3
The Consultant will assist VTA in the development of documentation for local and Federal funding as may be required.
2.4 Progress Meetings 2.4.1 Consultant Project Manager and other necessary Consultant staff will attend regular project meetings at VTA offices. Meetings will be scheduled as necessary to fulfill the Consultant Workscope as determined by VTA and included on the project schedule. Meetings will occur no less than once per month and will be scheduled more frequently during critical times in the ACS implementation. 2.4.2
The Consultant will accompany Authority staff on travel to other transit properties (in and out of state) to review communications systems and control centers.
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2.5 Regulatory Liaison 2.5.1 The Consultant will submit all documentation including completed FCC license applications, ready for signature and all supporting documentation as may be required by the FCC or other regulatory bodies. 3. ACS Testing and Acceptance The Consultant is expected to work closely with VTA staff through all phases of construction, installation, testing and acceptance of the ACS. The Consultant shall be onsite throughout this process to ensure the ACS meets VTA requirements. Close communications among the vendor, Consultant and VTA is critical for the success of this work task. It is expected that the Consultant will be acting as VTA’s designated representative for many of the vendor compliance activities associated with this phase of the project. Ensuring the project stays on schedule and that all components of the installed system meets VTA requirements are the key goals of this work task. The following activities are expected during this work task: 3.1 Progress Monitoring 3.1.1 Review, provide comments and approve the vendor’s detailed project schedule. 3.1.2
Continually review vendor performance, including required reports, in terms of schedule and project implementation. Report problems to Authority and recommend corrective courses of action.
3.1.3
Participate in and/or lead project progress review meetings among vendor, Authority and Consultant staff. Prepare meeting minutes.
3.1.4
Maintain action item list of outstanding concerns, issues and upcoming critical actions necessary to complete project.
3.1.5
Review and track project transmittals from vendor in conformance with Authority document control procedures. Prepare responses as necessary.
3.1.6
Assist VTA is any planning necessary to install ACS. This would cover any facility and vehicle requirements.
3.2 Design Review 3.2.1 Review; provide comments and recommendations on all design submittals from vendor including hardware and software designs and documentation, equipment designs, user interfaces, etc. 3.3 Testing and Acceptance 3.3.1 Review and approve the factory acceptance test plan. 3.3.2
Participate in factory acceptance test.
3.3.3
Develop and participate in a comprehensive field acceptance and integration test plan.
3.3.4
Prepare test reports for each test; assess performance and recommend and follow-up on any actions items requiring further work. 15
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3.3.5
Recommend final acceptance following successful completion all field tests, submittal of all documentation and resolution of all outstanding compliance items. Issue a final project close-out report.
4. Training Plan The implementation of the upgrades ACS will fundamentally change VTA’s current ways of providing transit communications. Radio dispatchers, bus and rail operators, protective services officers, maintenance personnel, customer services staff and other VTA departments will be impacted. Additionally VTA is interested in determining how best to maintain the new ACS system. The desired outcome of the work task is a comprehensive training program to ensure all personnel can perform their functions related to the new ACS. At a minimum, the following should be addressed. 4.1 Training 4.1.1 Develop training plan for all Authority personnel impacted by the ACS. Determine what training should be provided by the ACS vendor and what training should be accomplished in other ways. 5. Intelligent Transportation System Integration VTA has a variety of other projects, either planned or underway, which will in some way integrate with the ACS. Some projects are directly communication related while others will use outputs of the ACS. There is also a possibility that modifications to the current radio system will take place. During the duration of this contract the Consultant will be expected to provide technical input to ensure the ACS can properly integrate with these other projects or initiatives. The Workscope for this task includes: 5.1 System Integration 5.1.1 Provide technical review, comments and recommendations to Authority staff on projects or initiatives that require integration with the ACS. Key areas include, but not limited to: a. Scheduling System b. Asset Management System c. Operator Dispatching System d. Automated Trip Planning e. Real-Time Passenger Information f. Smart Card/TransLink g. Fleet and service expansions. h. Communications capacity and expandability. i. Voice and data radio communications requirements, quality and reliability 5.1.2
Radio communications equipment, facility and usage including communications between Authority facilities.
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Project Schedule VTA desires to have the Advanced Communication System completely implemented by 2017. The Consultant should propose how to complete the project within this timeline. This should be supported by a comprehensive project schedule and identification of the critical path. Some project activities may need to occur simultaneously.
END SCOPE OF SERVICES
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ADMINISTRATIVE SUBMITTALS
Form 1 Form 2 Form 3 Form 4 Form 5 Form 6 Form 7
General Information Form Local Firm Certification Exceptions to Agreement Levine Act Statement Cost Proposal Form Listing of SBE Prime and Subcontractors Designation of Subcontractors and Suppliers
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FORM 1 GENERAL INFORMATION FORM Instructions: Please complete this form and include in your proposal. On a separate page, list all Subconsultants; include company name, address, phone number and type of service. Company Name Street Address City/State/Zip Phone No.
Fax No.
Federal Taxpayer I.D. No.
POINT(S) OF CONTACT:
Primary:
Alternate:
Name/Title
Name/Title
Phone No.
Phone No.
Cell Phone
Cell Phone
E-mail
E-mail
AUTHORIZED SIGNATORIES:
Primary: Signature:
Name/Title:
Alternate: Name/Title:
Signature:
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FORM 2 LOCAL FIRM CERTIFICATION
A.
The Proposer hereby certifies that it is ___ / is not ___ a local firm. A local firm is a firm that currently has its main office or a branch office with meaningful production capability located within Santa Clara County, or a firm that, upon award of the contract by VTA, will establish such a local office. If a local firm, specify local address: _________________________________ _________________________________
B.
C.
The Proposer hereby certifies that _______% of the dollar value of services to be rendered will be performed by the following local firms (including Proposer, if applicable): Name of Proposer or Subcontractor
% of Dollar Value
__________________________________ __________________________________ __________________________________ __________________________________ __________________________________
________________ ________________ ________________ ________________ ________________
The above-listed subcontractors are local firms as defined in Subpart A, and are located at the following local addresses: Subcontractor Name _____________________________ _____________________________ _____________________________ _____________________________
Address _____________________________ _____________________________ _____________________________ _____________________________
By:_____________________________________________ Signature of Authorized Representative of Proposer
_____________________________________________ Printed Name/Title
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FORM 3 EXCEPTIONS TO THE AGREEMENT This form shall include any exceptions the Proposer takes to the “Agreement for Services,” which included the “Compensation, Invoicing and Payment” and “Indemnity and Insurance Requirements.” If Proposer takes no exceptions, state “Proposer takes no exceptions to the RFP requirements.”
Firm Name
Signature of Authorized Representative
Name and Title of Authorized Representative
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FORM 4 LEVINE ACT STATEMENT Prime Proposer and Subconsultants must submit a signed Levine Act Statement California Government Code § 84308, commonly referred to as the "Levine Act," precludes an elected or appointed officer, or alternate, of a local government agency from participating in the award of a contract if he or she receives any contributions totalling more than $250 in the 12 months preceding the pendency of the contract award, and for three months following the final· decision, from the person or company awarded the contract. This prohibition applies to contributions· to the officer, or received by the officer on behalf of any other officer, or on behalf of any candidate for elective office or on behalf of any committee in federal, state or local elections.
VTA’s Board members and their alternates as of the date of this RFP are as follows: Name Ash Kalra Perry Woodward Donald Rocha Johnny Khamis Rose Herrera Xavier Campos Gail A. Price Rich Larsen Chuck Page Joe Pirzynski Larry Carr Jamie L. Matthews Jose Esteves Cindy Chavez Dave Cortese Ken Yeager Sam Liccardo
Title Chairperson Vice Chairperson VTA Board Member VTA Board Member VTA Board Member VTA Board Member VTA Board Member VTA Alternate Board Member VTA Alternate Board Member VTA Board Member VTA Alternate Board Member VTA Board Member VTA Board Member VTA Board Member VTA Alternate Board Member VTA Board Member VTA Ex-Officio Board Member
Represents City of San Jose City of Gilroy City of San Jose City of San Jose City of San Jose City of San Jose City of Palo Alto Town of Los Altos Hills City of Saratoga Town of Los Gatos City of Morgan Hill City of Santa Clara City of Milpitas County of Santa Clara County of Santa Clara County of Santa Clara
1. Have you or your company, or any agent on behalf of you or your company, made any contributions of more than $250 to any VTA Board member or alternate in the 12 months preceding the date of the issuance of this RFP? No ___ Yes ___ Please identify the Board member or alternate: 2. Do you or your company, or any agency on behalf of you or your company, anticipate or plan to make any contributions of more than $250 to any VTA Board member or alternate in the three months following the award of the contract? No ___ Yes ___ Please identify the Board member or alternate: Answering yes to either of the two questions above does not preclude VTA from awarding a contract to your firm. It does, however, preclude the identified Board member or alternate from participating in the contract award process for this contract. Signature:
Firm Name:
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Date:
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FORM 5 COST PROPOSAL FORM CONTRACT COST PROPOSAL Instructions: Please provide the hourly rate for each employee/classification performing work under this Agreement. Include the total price/budget for each task of work and the total price of the estimated travel allowance. Classification
Hourly Rate
Proposed Budget
Hours Task 1
Procurement Support
$
Task 2
Project Management
$
Task 3
ACS Testing and Acceptance
$
Task 4
Staffing and Training Plans
$
Task 5
Intelligent Transportation Systems Integration
$
Other Direct Costs:
$
Total:
$
Signature of Authorized Representative
Name and Title of Authorized Representative
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RFP 14-20 PM for CAD/AVL FORM 6 LISTING OF SBE PRIME AND SUBCONTRACTORS
Firm:
Phone/ Fax: ___________________
Small Business Enterprise:_____Yes____No
Age of Firm___________________
Street Address: _____________________
Name & Title: _________________
City, State, Zip: ____________________
Signature/ Date_________________
Contract dollar value must exclude work performed by non-SBEs except materials or equipment purchased and used in this contract. CREDIT FOR SBE VEND0RS of materials or supplies is limited to 60% of its expenditures for materials and supplies required under this Contract and obtained from a SBE regular dealer. Credit for SBE manufacturers is given at 100% toward the SBE goal only where the SBE vendor manufactures or substantially alters the material prior to resale. CREDIT FOR SBE BROKERS (Distributor or Representative) is limited to the fees and commissions of the amount paid. All other firms receive 100% credit, less work subcontracted by the SBE to non-SBE firms, towards the SBE goal. CREDIT FOR SBE TRUCKING FIRMS is limited to amount performed by the SBEs own trucks and drivers and by SBE trucking subhaulers. A SBE trucking firm must itself own and operate at least one fully licensed, insured and operational truck used on the contract. A SBE must be certified or accepted as certified by VTA.
Name & Address of Certified SBE
Certification Number
Agency Certifying
Age of Firm
Dollar Value Of Contract
12345Description of Work 12345SBE GOALS ARE DETERMINED ON BASE PROPOSAL AMOUNT: Total Contract Amount $ SBE Contract Amount:
$
SBE Contract Amount SBE Goal Achieved: X 100 = Base Contract __________%
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SBE Contract Goal: %
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FORM 7 DESIGNATION OF SUBCONTRACTORS AND SUPPLIERS FOR DATA COLLECTION REQUIREMENTS Proposer: Proposer shall completely fill in the form below for each proposed subcontract for all subcontractors, suppliers of materials, subconsultants. Include all firms, regardless of ethnicity, gender or SBE or DBE status. Some information, such as ethnicity and gender is for information purposes only.
This form is to be completed and submitted with your proposal. City and State
Portion of Work or Bid Item
Ethnicity*
*
A=Asian; AI= Asian Indian; B=Black; C=Caucasian, H=Hispanic; NA=Native American, O=Other
+
F=Female; M=Male
Total Proposed Amount:
$
Amount to be subcontracted:
$
Percent to be subcontracted:
%
25
Gender+
Estimated Dollar Amount of Subcontract
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EXHIBITS
Exhibit A
Agreement for Services • Exhibit A-1 Compensation, Invoicing and Payment • Exhibit A-2 Indemnity and Insurance Requirements
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EXHIBIT A AGREEMENT BETWEEN SANTA CLARA VALLEY TRANSPORTATION AUTHORITY AND [CONTRACTOR] FOR [SERVICES/PROJECT] CONTRACT NO. S14XXX
THIS AGREEMENT for Professional Services (“Agreement”) is entered into between the Santa Clara Valley Transportation Authority (VTA) and [NAME] (CONTRACTOR) located at [ADDRESS/PHONE].
1.
SERVICES TO BE PERFORMED: CONTRACTOR shall furnish all technical and professional labor and materials to satisfactorily perform the services described in Exhibit A, entitled “Scope of Services,” which is attached hereto and incorporated herein by this reference.
2.
TERM OF THE AGREEMENT: The term of the Agreement shall commence upon the execution of the Agreement by both parties and continue through completion on or before [DATE].
3
COMPENSATION: CONTRACTOR shall be paid for services performed hereunder in accordance with Exhibit [ ], entitled “Compensation, Invoicing and Payment,” which exhibit is attached hereto and incorporated herein by this reference.
4.
PERFORMANCE OF THE SERVICES: 4.1
CONTRACTOR represents that it is sufficiently experienced, properly qualified, registered, licensed, equipped, organized and financed to perform the Services under this Agreement.
4.2
CONTRACTOR shall perform the Services under this Agreement with that degree of skill and judgment normally exercised by firms performing services of a similar nature. In addition to other rights and remedies that VTA may have, VTA, at its option, may require CONTRACTOR at CONTRACTOR’s expense to re-perform any Services that fail to meet the above standard.
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5.
ASSIGNMENT AND SUBCONTRACTS: 5.1
CONTRACTOR shall not assign or transfer this Agreement or any portion thereof without the prior written consent of VTA. Additionally, CONTRACTOR shall not subcontract any part of the Services hereunder other than to those subcontractors that may be identified herein. Any assignment, transfer, change or subcontract in violation of this Agreement shall be void.
5.2
CONTRACTOR shall be fully responsible and liable for the services, products and actions of all subcontractors and suppliers of any tier, and shall include in each subcontract any provisions necessary to make all the provisions of this contract fully effective.
6.
CHANGES: By written notice from VTA’s Authorized Representative, VTA may, from time to time, make changes within the general scope of this Agreement. If any such changes cause an increase or decrease in the price of this Agreement or in the time required for its performance, CONTRACTOR shall promptly notify VTA thereof and assert its claim for adjustment within ten days after the change is ordered, and an equitable adjustment shall be negotiated.
7.
INDEMNIFICATION AND INSURANCE: Indemnification and Insurance requirements are set forth in Exhibit [ ], entitled “Insurance and Indemnification,” which is attached hereto and incorporated herein by this reference.
8.
AUDIT AND RECORDS: 8.1
CONTRACTOR shall maintain, in accordance with generally accepted accounting principles and practices, complete books, accounts, records and data with respect to actual time devoted and costs incurred for Services under this Agreement. Such documentation shall be supported by properly executed payrolls, invoices, contracts and vouchers evidencing in detail the nature and propriety of any charges and sufficient to allow a proper audit of the Services. All checks, payrolls, invoices, contracts and other accounting documents pertaining in whole or in part to the Services shall be clearly identified and readily accessible. All Contractors must keep detailed records of payments to all subcontractors, suppliers of materials, subconsultants and other businesses, including the ethnicity and gender on non-DBE subcontractors and suppliers.
8.2
For the duration of the Agreement, and for a period of three years thereafter, VTA, its representatives and the state auditor shall have the right to examine and audit during CONTRACTOR normal business hours these books, accounts, records, data and other relevant information to the extent required to verify the costs incurred hereunder where such costs are the basis for billings under this Agreement.
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8.3
9.
The provisions of this section shall be included in any subcontracts hereunder.
SBE POLICY AND REQUIREMENTS: 9.1
It is VTA policy to ensure that Small Business Enterprise (SBE) firms, as defined in Federal Regulations at 13 CFR Part 121 and 49 CFR Part 26, have the maximum opportunity to participate in the performance of contracts and subcontracts.
9.2
In connection with the performance of this Agreement, CONTRACTOR shall fully comply with VTA policy and procedures pertaining to utilization of SBE and with the 7.31% SBE Participation Level set for this Agreement. The policy and procedures of VTA regarding the utilization of SBE firms are available from VTA’s Office of Small and Disadvantaged Businesses and are incorporated herein by this reference.
9.3
CONTRACTORS shall submit quarterly SBE utilization reports electronically to the VTA Office of Small & Disadvantaged Businesses. These quarterly reports will document when payments to subcontractors were made, the dollar value of payments to SBE firms, and the percentage of the contract completed. VTA will monitor compliance with contract requirements for SBE firms.
9.4
Electronic submittal will be on a web-based system (B2Gnow), accessed from any computer via the internet at the following website: https://vta.sbdbe.com. Each CONTRACTOR and subcontractor(s) will receive an email providing a Log-On identification, password and instruction on how to use the system. All lower-tier subcontractors and vendors will be required to provide or verify SBE utilization documentation.
9.5
At the conclusion of this Agreement, CONTRACTOR will be required to electronically submit a final SBE Utilization Report by indicating a final audit where requested in the B2Gnow system. CONTRACTOR agrees to submit any and all required electronic reports to the Office of Small & Disadvantaged Businesses.
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10. PROHIBITED INTERESTS:
11.
10.1
Solicitation: CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of the Agreement. For breach or violation of this warranty, VTA shall have the right to rescind this Agreement without liability.
10.2
Interest of Public Officials: No Board Member, officer or employee of the VTA during his or her tenure or for two years thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.
10.3
Interest of the CONTRACTOR: The CONTRACTOR covenants that neither it nor its officers, directors or agents, presently has any interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of Services required to be performed under this Agreement. The CONTRACTOR further covenants that in the performance of this Agreement no person having any such interest shall knowingly be employed.
TERMINATION AND SUSPENSION: 11.1
VTA may, by giving at least ten business days’ written notice to CONTRACTOR, terminate this Agreement, or suspend performance hereunder, in whole or in part at any time for VTA’s convenience. CONTRACTOR shall be compensated in accordance with the terms of the Agreement for Services satisfactorily performed prior to the effective date and time of termination or suspension. CONTRACTOR shall have no right to recover lost profits on the balance of the contract work.
11.2
VTA, by written notice given to CONTRACTOR, may declare default in CONTRACTOR’s performance of any term of this Agreement, specifying with particularity the basis for such default. CONTRACTOR shall deliver a response thereto in writing to VTA within two business days of receipt of the notice, setting forth a reasonable proposal to cure the default. If CONTRACTOR fails to deliver the foregoing response on time or fails to cure the default within ten business days after receipt of the notice (or within such additional time the Parties may agree upon in writing), VTA may elect to terminate this Agreement for cause by serving written notice thereof to CONTRACTOR.
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12.
11.3
In the event of such termination for cause, VTA shall be relieved of any obligation of further payment to CONTRACTOR and may proceed with the work. The additional cost to VTA of completing the Services shall be deducted from any sum due the CONTRACTOR and the balance, if any, shall be paid to the CONTRACTOR upon demand. The foregoing shall be in addition to any other legal or equitable remedies available to VTA.
11.4
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of VTA.
AUTHORIZED REPRESENTATIVES, NOTICES AND POINTS OF CONTACT: The Authorized Representatives identified below, or assigned designees, have authority to authorize changes to the scope, terms and conditions of this Agreement, as set forth herein. 12.1
AUTHORIZED REPRESENTATIVES: For VTA: Thomas B. Smith Purchasing & Materials Manager VTA – Contracts Office 3331 North First Street, Building A San Jose, CA 95134-1906
For CONTRACTOR: Name Title Company Name Address Address
12.2
NOTICES: Notices shall be in writing and addressed to the Authorized Representatives above.
12.3
POINTS OF CONTACT: The Points of Contact listed below are authorized to communicate regarding contract matters, except in the case where correspondence regarding legal notices must be addressed to the Authorized Representatives. For VTA: Jose Mares, Contract Administrator VTA – Contracts Office 3331 North First Street, Building A San Jose, CA 95134-1906 Phone: 408-321-5952 Email:
[email protected]
12.4
For CONTRACTOR: Name, Title Company Name Address Address Phone: Email:
Written notification to the other party shall be provided, in advance, of changes in the name or address of the designated Authorized Representatives or Points of Contact.
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13.
GENERAL PROVISIONS 13.1
OWNERSHIP OF DATA: All drawings, specifications, reports and other data developed by CONTRACTOR, its assigned employees or subcontractors, pursuant to this Agreement shall become the property of VTA as prepared, whether delivered to VTA or not. Unless otherwise provided herein, all such data shall be delivered to VTA or its designee upon completion of the Agreement or at such other times as VTA or its designee may request.
13.2
NONDISCRIMINATION: During performance of this Agreement CONTRACTOR, its employees and subcontractors shall not unlawfully discriminate, harass or allow harassment against any person because of race, religious creed, color, sex, gender, gender identity, gender expression, national origin, ancestry, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), genetic information, marital status, age (over 40), sexual orientation or military and veteran status, and the denial of family care leave. CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment are free of such discrimination and harassment.
13.3
CONFIDENTIALITY AND PUBLICITY: Without the written consent of VTA, CONTRACTOR shall not disclose to third parties other than its employees or authorized subcontractors or disclose or use for any purpose other than performance of the Services any information provided to CONTRACTOR by VTA in connection with performance of this Agreement, or any information developed or obtained by CONTRACTOR in the performance of this Agreement, unless: (1) the information is known to CONTRACTOR prior to obtaining same from VTA or performing Services under this Agreement; (2) the information is at the time of disclosure by CONTRACTOR then in the public domain; or (3) the information is obtained by or from a third party who did not receive it, directly or indirectly, from VTA and who has no obligation of confidentiality with respect thereto.
13.4
NONWAIVER: Failure of VTA to insist upon strict performance of any terms or conditions of this Agreement or failure or delay in exercising any rights or remedies provided herein by law or its failure to properly notify CONTRACTOR in the event of breach or its acceptance of or payment for any Services hereunder shall not release CONTRACTOR from the representations or obligations of this Agreement and shall not be deemed a waiver of any right of VTA to insist upon strict performance hereof or any of its rights or remedies hereunder.
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13.5
SEVERABILITY: If any of the provisions or portions or applications thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, VTA and CONTRACTOR shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward affecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions or portions or applications thereof shall not be affected thereby.
13.6
INDEPENDENT CONTRACTOR: CONTRACTOR is an independent contractor and not the agent or employee of VTA in performing its Services under this Agreement.
13.7
ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between VTA and CONTRACTOR relating to the subject matter hereof and supersedes any previous agreements or understandings, oral or written.
13.8
AMENDMENT: Except as expressly provided herein, the provisions of this Agreement shall not be altered, modified or amended except through the execution of a written amendment executed by VTA and CONTRACTOR.
13.9 COMPLIANCE WITH APPLICABLE LAW: In the performance of Services hereunder, CONTRACTOR and its subcontractor shall comply with all applicable requirements of state, federal and local law. The provision of this paragraph shall be included in any subcontracts hereunder. 13.10 DOCUMENTS AND WRITTEN REPORTS. In accordance with Government Code § 7550 Preparation by nonemployees of state or local agency; content and disclosure requirements: If CONTRACTOR prepares any documents or written reports pursuant to the scope of work under this Agreement for Services, for which the total cost of preparation exceeds $5,000, such documents or written reports shall contain a separate section that contains the numbers and dollar amounts of all contracts and subcontracts relating to their preparation.
IN WITNESS WHEREOF, VTA and CONTRACTOR have executed this Agreement as of the day and year written below.
[SIGNATORIES]
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EXHIBIT A-1 COMPENSATION, INVOICE and PAYMENT For the satisfactory performance and completion of the Services under this Agreement, VTA will compensate CONTRACTOR as set forth herein. I. COMPENSATION: This is a Time and Materials agreement with a maximum value of $[xx.xxx.00], within which CONTRACTOR agrees to complete the scope of services set forth in Section 1. CONTRACTOR is not authorized to provide services hereunder costing in excess of the above-stated amount. A. LABOR COSTS. Professional services shall be invoiced in accordance with the following rate schedules. 1. Exempt Personnel. VTA shall pay for work by exempt personnel (as determined under the Fair Labor Standards Act, 29 U.S.C. § 201-219) at the Labor Rate listed below in Table 1, which include direct labor, indirect labor, overhead and profit. VTA payment for work by exempt personnel shall not include any premium pay. Exempt Personnel: Table 1 Name
Classification
Hourly Rate
2. Non-Exempt Personnel. VTA shall pay for overtime work by non-exempt personnel (Time and a Half, Double Time) in accordance with California law. VTA must approve all premium time in advance in writing. Non-Exempt Personnel: Name
Classification
Hourly Rate
3. CONTRACTOR may request increases in Direct Labor Rates. Increases in Direct Labor Rates may only occur once in a twelve-month period per individual. All requests shall be made in writing to VTA at least 30 days prior to the date the requested new rates are to become effective. VTA must approve any adjustments in advance in writing prior to the effective date of the new rates.
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4. The fully burdened labor rate paid by CONTRACTOR to each employee shall not increase more than the annual average of the Consumer Price Index for the San Francisco Bay Area, using the CPI-U, All Urban Consumers index type for the twelve-month period preceding a new rate. 5. VTA will consider individual exceptions to the above limitation, on a case-bycase basis, not to exceed one adjustment per employee per year, where CONTRACTOR can demonstrate that additional compensation is necessary to retain a specific employee that VTA considers to be essential to Contract performance. B. SUBCONTRACTOR COSTS. VTA shall reimburse Subcontractor Costs at actual cost without mark-up. Subcontractor costs shall be supported by invoices, as are prime costs. See paragraph II, Invoicing. C. OTHER DIRECT COSTS (ODC’s). ODC’s shall be authorized and reimbursed as follows. All ODC’s shall be reimbursed at actual cost without mark-up and include the following types of expenses. 1. Travel and Business Related Expenses. VTA will reimburse CONTRACTOR for travel and business related expenses in accordance with the VTA Travel and Expense Reimbursement Policy and Procedure revised 06/01/2006. However, Meals and Incidental Expenses shall be reimbursed on an actual costs basis only, in accordance with Sections 2.3.3.2 and 2.3.3.3 of the Policy and Procedure. 2. Parking, tolls, deliveries, film, photo developing, printing/copying and plan reproduction and blue print services expenses directly associated with the work will be reimbursed at cost. Except as otherwise provided herein, telephone, computer costs, CAD machine charges, in-house copying and facsimile charges shall be included in overhead and shall not be reimbursed. 3. All ODC’s shall require appropriate documentation for reimbursement. VTA must approve in writing any ODC item estimated to exceed $500.00 prior to occurring the expense.
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II. INVOICING: A. INVOICE FORMAT. VTA shall pay CONTRACTOR on the basis of invoices submitted every month for Services performed during the preceding month. Invoices shall be in a form acceptable to VTA and each invoice shall include: • • • • • • • •
Contract Number Name, classification and labor rate of employee Description of work performed Hours worked by employee accompanying with signed timesheets Other Direct Cost Subcontractor Costs with itemization in same format above Total costs Percent of Schedule and Budget Expended
B. WAIVER. CONTRACTOR shall be deemed to have waived the right to payment for services not invoiced within six months of the date the service was performed. For purpose of this provision the date of the invoice shall be the date of receipt by VTA. C. INVOICE SUBMITTAL. CONTRACTOR must submit invoices by e-mail to the address listed below. Invoices may be in either a pdf, word, or excel format. Email:
[email protected]
D. Should VTA contest any portion of an invoice, that portion shall be held for resolution, and the uncontested balance shall be processed for payment. VTA may, at any time, conduct an audit of any and all records kept by CONTRACTOR related to the Services performed under this Agreement. Any overpayment uncovered in such an audit may be charges against the CONTRACTOR’s future invoices and any retention funds. III. PROMPT PAYMENT: VTA shall pay CONTRACTOR within 30 days after receipt by VTA of a proper invoice. CONTRACTOR shall pay subcontractors for satisfactory performance of Services performed under this Agreement within 30 days of receipt of payment by VTA for such services.
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EXHIBIT A-2 INDEMNITY AND INSURANCE REQUIREMENTS I. INDEMNITY The Contractor shall indemnify, defend, and hold harmless Santa Clara Valley Transportation Authority (hereinafter “VTA”), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents or employees or subcontractors, excepting only loss, injury or damage caused by the negligence or willful misconduct of personnel employed by VTA. II. INSURANCE Without limiting the Contractor’s indemnification of VTA, the Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees, or subcontractors. The cost of such insurance shall be included in the Contractor’s bid. A. Liability and Worker’s Compensation Insurance 1. Minimum Scope of Coverage Coverage shall be at least as broad as: a. Insurance Services Office Commercial General Liability coverage (“occurrence” form CG 0001). Liability insurance written on a “claims made” basis is not acceptable. b. Insurance Services Office Business Auto Coverage form number CA 0001 covering Automobile Liability, code 1 “any auto”. c. Workers’ Compensation insurance as required by the Labor Code of the State of California, and Employers Liability insurance. d. Professional Liability, including limited contractual liability coverage, covering liability arising out of any negligent act, error, mistake or omission in the performance of Contractor’s services under this Agreement. This coverage shall be maintained for a minimum of two (2) years following completion of this Agreement. This coverage may be written on a “claims made” basis, if so, please see special provisions in Section B.
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2. Minimum Limits of Insurance Contractor shall maintain limits no less than: a. General Liability $2,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage. If a Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability $2,000,000 combined single limit per accident for bodily injury and property damage. c. Workers’ Compensation and Employers Liability: Statutory Workers’ Compensation limits and Employers Liability limits of $2,000,000 per accident. d. Professional Liability: $2,000,000 each occurrence/aggregate minimum limit per claim. 3. Self-Insured Retention Any self-insured retention in excess of $25,000 ($100,000 if Contractor is a publicly-traded company) must be declared to and approved by VTA. If Contractor is a governmental authority such as a state, municipality or special district, self-insurance is permitted. To apply for approval for a level of retention in excess of the stipulated amounts stated herein, the Proposer/bidder must provide a current financial statement documenting the ability to pay claims falling within the self-insured retention. At the option of VTA, either: the insurer shall reduce or eliminate such self-insured retention as respects VTA, its officers, officials, employees and volunteers; or the propose/bidder shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. B. Claims Made Provisions If coverage is written on a “claims made” basis, the Certificate of Insurance shall clearly state so. In addition to all other coverage requirements, such policy shall provide that: 1. The policy must be in effect as of the date of this Agreement and the retroactive date shall be no later than the date of this Agreement.
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2. If any policy is not renewed or the retroactive date of such policy is to be changed, the Contractor shall obtain or cause to be obtained the broadest extended reporting period coverage available in the commercial insurance market. This extended reporting provision shall be of at least two (2) years. 3. No prior acts exclusion to which coverage is subject that predates the date of this Agreement. 4. Policy allows for reporting of circumstances or incidents that might give rise to future claims. C. Other Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability a. VTA, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor, including VTA’s general supervision of the Contractor; products and completed operations of the Contractor and its subcontractors; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to VTA, its officers, officials, employees, or volunteers. b. The Contractor’s insurance coverage shall be primary insurance as respects VTA, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by VTA, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to VTA, its officers, officials, employees, or volunteers. d. The Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. 2. Workers’ Compensation and Employers Liability The insurer shall agree to waive all rights of subrogation against VTA, its officers, officials, employees, and volunteers for losses arising from work performed by the Contractor and its subcontractors for VTA. 39
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D. Acceptability of Insurers Insurance and bonds are to be placed with insurers with a Best’s rating of no less than A VII, unless specific prior written approval has been granted by VTA. E. Certificates of Insurance Contractor shall furnish VTA with a Certificate of Insurance. The certificates for each insurance policy are to be signed by an authorized representative of that insurer. The certificates will be issued on a standard ACORD Form or something substantially similar thereto. The contractor shall instruct their insurance broker/agent to submit all insurance certificates and required notices electronically in PDF format to
[email protected]. The certificates will (1) identify the underwriters, the types of insurance, the insurance limits and the policy term, (2) specifically list the provisions enumerated for such insurance in Sections B and C. above, and (3) in the “Certificate Holder” box include: Santa Clara Valley Transportation Authority Contracts and Materials Management 3331 North First Street San Jose, CA 95134-1906 All certificates are to be received and approved by VTA before work commences. VTA reserves the rights to require complete, certified copies of all required insurance policies, at any time. If the Contractor receives any notice that any of the insurance policies required by this Exhibit may be cancelled or coverage reduced for any reason whatsoever, Contractor shall immediately provide written notice to VTA that such insurance policy required by this Exhibit is canceled or coverage is reduced. III.
MAINTENANCE OF INSURANCE If Contractor fails to maintain such insurance as is called for herein, VTA, at its option, may suspend payment for work performed and/or may order the Contractor to suspend work at Contractor’s expense until a new policy of insurance is in effect.
40
