Request for Qualifications (RFQ) No. 2019-1456 - AC Transit · AC TRANSIT REQUEST FOR QUALIFICATIONS SECTION II No. 2019-1456 ON-CALL ARCHITECTURAL & ENGINEERING (A&E) SERVICES Page

1600 Franklin Street Oakland, CA 94612

Request for Qualifications (RFQ) No. 2019-1456

On- Call ARCHITECTURAL &

ENGINEERING (A&E) SERVICES

FEBRUARY 22, 2019

ALAMEDA-CONTRA COSTA TRANSIT DISTRICT

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Table of Contents

Section Title Page

I. INTRODUCTION 3

II. INSTRUCTIONS TO PROPOSERS 3

III. QUALIFICATION FORMAT AND CONTENT 8

IV. SUBMISSION REQUIREMENTS 9

V. QUALIFICATION BASED SELECTION 12

VI. SAMPLE MASTER CONTRACT 19

1 Attachment #1: RFQ Cover Page 37

2 Attachment #2 Prime Contractor & Subcontractor Supplier Report 39

3 Attachment #3: Lobbying Disclosure 40

4 Attachment #4: Certification of Proposed Contractor Debarment, Suspension and Other Ineligible and Voluntary Exclusion

45

5 Attachment #5: Certification of Responsibility 46

6 Attachment #6: Iran Contracting Act 48

7 Attachment #7: Prompt Payment Certification 49

8 Attachment #8: Federal Requirements 50

9 Attachment #9: Scope of Services 63

11 Attachment #10: SF 330 Architect Engineer Qualifications 67

12 Attachment #11: Rate Sheet 69

AC TRANSIT REQUEST FOR QUALIFICATIONS SECTIONS I & II No. 2019-1456

ON-CALL ARCHITECTURAL & ENGINEERING (A&E) SERVICES

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I. INTRODUCTION

The Alameda-Contra Costa Transit District (“AC Transit” or “District”) is requesting Statements of Qualifications (SOQ)’s from Architectural and Engineering (A&E) firms to establish a panel of up to five (5) qualified firms that will provide services to the District on an as-needed basis. The District prefers awarding five task order contracts for Architectural and Engineering services, however this is dependent upon the most qualified firms being selected. The task order contracts will not procure or specify a firm quantity of services (other than a minimum and maximum quantity) and will provide for the issuance of orders for the performance of tasks and services during the period of the contract. These services shall cover engineering and architecture disciplines that will include electrical, mechanical, environmental, architectural, structural and civil engineering among others (as defined in section 1520.1(e) of the California Code of Regulations, Title 21). Contractors will be selected on the basis of qualifications in accordance with state and federal procurement requirements. More detailed information regarding how the panels will be structured can be found in the QUALIFICATION EVALUATION SELECTION PROCESS.

II. INSTRUCTIONS TO PROPOSERS

1. TENTATIVE SOLICITATION SCHEDULE Below is a list of the tentative solicitation schedule and proposed deadlines. These dates are subject to change. Any changes to this schedule will be communicated through an addendum to the solicitation posted on the AC Transit website:

Request for Qualifications (RFQ) Phase Date and Time(Pacific Time)

RFQ Issued Feb.22,2018

Pre-Proposal meeting March 12, 2018 at 1:00pm Clarification Questions Due March 19,2019 at 4:00pm Answer to Clarification Questions Posted March 27,2019 at 4:00pm Statement of Qualifications Due Along with Separate Rate Sheet

April 10, 2019 at 1:00 pm

Written SOQ Evaluation Completed April 24, 2019 OPTIONAL - Notice of Oral Interview Invite April 25, 2019 OPTIONAL - Oral Interviews April 29 to May 3, 2019 Notice of Intent to Award Tentatively May 2019

2. PRE-QUALIFICATION CONFERENCE A non-mandatory, but highly recommended Pre-Qualification Conference will be held on the date and time specified above at the following location:

AC TRANSIT REQUEST FOR QUALIFICATIONS SECTION II No. 2019-1456


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AC Transit 1600 Franklin Street 8th Floor Conference Room Oakland, CA 94612

3. QUESTIONS AND/OR CLARIFICATIONS

Proposer inquiries must be submitted in writing via email. When emailed, include in the subject line the reference to “RFQ# 2019-1456 On-Call Architectural & Engineering Services”.

AC Transit Purchasing Department

Attn: Terra Duan 1600 Franklin Street 6th Floor

Oakland, CA 94612 Email: [email protected]

In order to allow District staff sufficient time to prepare responses, all questions must be received no later than March 19, 2019 by 4p.m PT. Questions will only be answered, by written addendum to the RFQ. Upon issuance of such, Addendum will become a part of the RFQ documents and binding on all eligible firms. For further information, prospective firms may contact Terra Duan, either by telephone (510) 891-5449 or email ([email protected], between the hours of 9:00 a.m. and 5:00 p.m., Monday through Friday, Federal holidays excepted.

4. QUALIFICATION SUBMITTAL DATE, TIME AND LOCATION Qualification packages must be received by 1:00 pm (PT) on April 10, 2019 at:

AC Transit

Purchasing Department Attn: Terra Duan, Contracts Specialist

1600 Franklin Street, 6th Floor. Oakland, CA 94612

SOQ’s may be mailed or hand delivered. SOQ responses received after the date, time or at any other location will not be accepted. No facsimile or e-mail transmissions of proposals will be accepted. All SOQ’s should be clearly titled 2019-1456 On-Call Architectural & Engineering Services.

5. REJECTION OF QUALIFICATIONS

Statement of Qualifications (SOQs) shall be rejected if submitted late, there are alteration of forms (See



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Attachments), conditional or incomplete SOQ, irregularities that make the SOQ ambiguous or signature by other than an authorized person.

6. PROTEST PROCEDURES

The District’s protest procedures may be viewed by visiting the AC Transit webpage at www.actransit.org, clicking on “About Us” then “Board of Directors” then “Board Policies/Ordinances” in the column, and scrolling down to Policy No. 468, under “Procurement, Materials and Asset Management”. www.actransit.org/wp-content/uploads/board_policies/BP%20468%20-%20Procurement%20Protest%20Procedures.pdf Copies may also be obtained via written request to the District’s Contracts Specialist cited in the above paragraph. Failure to comply with any of the requirements set forth in the District’s written proposal protest procedures may result in rejection of the protest.

7. MINIMUM/MAXIMUM AMOUNT OF CONTRACT AWARD Each selected A&E firm will be limited to an amount per agreement contract per year to $1,000,000 with a maximum aggregate of $3 million for three years. The per task order minimum is $1,000. Task orders are not guaranteed, but in the event that no task orders are awarded to an A&E firm awarded the base ID/IQ contract, a minimum payment of $1,000 is guaranteed before the conclusion of the base three-year award period. The resulting contract(s) will be on-call, multiple-award task order based master contracts. When the need for services under this contract is identified the District will order the services via the existing requisition/purchase order system, resulting in a task order under the master contract. Task orders can be amended during the period of performance as necessary

8. DETERMINATION OF QUALIFIED CONTRACTOR

A. The District intends to select a maximum of up to five (5) firms in accordance with the Qualification Evaluation Selection Process listed in Section V below.

B. The District will evaluate firms based on SOQs. Firm selection will be qualification based in accordance with the “Brooks Act” or Qualification Based as defined by 49 USC Section 5325(b)

C. Recommendations for contract award will be qualifications-based in accordance with the procurement requirements of state and federal law. The District will identify the highest evaluated available firm with regard to qualifications and experience and attempt to negotiate fair and reasonable rate(s), which shall remain fixed in effect during the entire master contract ordering period. The procurement approach used for this procurement will be a qualifications-based, price not determinative.



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D. Projects or work will be assigned by Task Orders. Task Orders will be issued to the highest ranked firm available for the specific scope of work required each Task Order. A second qualification evaluation will be conducted if the top ranked firm is not available for the project at the time the need arises, the District shall solicit and negotiate the Task Order with the next highest ranking qualified and available firm under contract.

E. The panel of up to 5 firms recommended for award will be required to enter into the District’s standard form Master Contract. The issuance of a Contract does not guarantee the contractor any amount of work or any assignment of work during the term of the Contract.

F. Offeror will submit SOQs identifying key personnel, experience, and a list of subconsultants. The offeror shall submit an updated SOQ during the term of the contract designating changes as they may arise. Such updates may include annual updates on license validation, re-certification dates, or changes in personnel. The District reserves the right to review, approve, and negotiate changes that are deemed substantive to the SOQ and reject any changes that are determined to differ materially from the originally proposed SOQ. In addition to an SOQ, the offeror shall submit rate sheets for all key personnel, roles, and subconsultants in their proposal for each of the three years of the contract. Subsequent task order proposals shall be reviewed and analyzed relative to the proposed rate sheets. No pre-award costs will be reimbursed by the District. The signature of the District’s General Manager or designee and the contractor’s authorized representative will constitute a binding contract award.

9. RIGHTS OF AC TRANSIT

Issuance of the RFQ does not commit the District to award a contract, or to pay costs incurred in qualification preparation or presentation or presentation of a submittal for oral interviews or to procure or contract services. The District reserves the right to:

A. Reject any and all Statements of Qualifications. B. Withdraw, cancel, all, or part, of the RFQ, at any time, without prior notice. Reissue a

subsequent RFQ, as considered necessary by the District. C. Waive any minor irregularities, technical errors, or information, in the procurement

process. D. Verify all information submitted in the SOQ’s submission. E. Approve or disapprove the use of particular subcontractors. F. Notify unsuccessful firms after District approval of such award in a timely manner. Upon

submittal, all Statements of Qualifications will be retained by the District. G. Award a maximum of five (5) master contracts with the highest most qualified scoring

firms. H. Award based on initial offer.

10. SCOPE OF SERVICES

See Attachment #9- Scope of Services.



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11. TASK ORDER PROCEDURES

See Attachment #9- Scope of Services.

12. SMALL LOCAL BUSINESS PROGRAM

AC Transit has established a Small and Small Local Business Enterprise Policy (Board Policy 466) to ensure that small and small local business enterprises have a meaningful opportunity to participate in AC Transit’s procurements. AC Transit believes that a Small or Small Local Business Policy can provide support to small and small local businesses and enable them to more effectively compete for AC Transit procurements, especially those businesses that have been at a disadvantage in the past. Under the current Board Policy 466, a Small Local Business Enterprise (SLBE) is a business located within the District and certified as an SBE by and authorized agency.

Contractors doing business with AC Transit are encouraged to utilize small local businesses in their subcontracts. Contractors responding to this solicitation shall complete and submit with their response Attachment 2 -Prime and Subcontractors Report, and indicate their intention to utilize small local businesses for this contract and the percentages of contract work to be allocated to small local businesses. Contractors can contact the Contracts Compliance Administrator for information on DBE/SBE/SLBE/ resources at [email protected].

13. EQUAL OPPORTUNITY/NON-DISCRIMINATION

It is District policy to ensure non-discrimination in the award & administration of all contracts and to create a level playing field for minority and small/local businesses to compete for all District contracts. In connection with this contract, the Contractor will cooperate with the District in furthering the District’s policy, which may include, but not necessary be limited to the contractor’s submittal of its Equal Employment Opportunity Program and/or Policy.

14. VENDOR REGISTRATION

Online Vendor Registration is required prior to contract award. Proposers should access www.actransit.org, select: Doing Business with AC Transit, Vendor Login and Registration, and Vendor Registration, to register as an Online Purchasing User. To complete the process, include a W-9, Request for Taxpayer Identification Number and Certification (containing original signature) in proposals. If online access is not available, contact the Purchasing Department for instructions.

15. TYPE OF CONTRACT

It is the intent of the District to award an Indefinite Delivery/Indefinite Quantity (ID/IQ) type contract to up to five (5) most qualified Architectural and Engineering firms.

AC TRANSIT REQUEST FOR QUALIFICATIONS SECTION III No. 2019-1456

ARCHITECTURAL & ENGINEERING (A&E) SERVICES

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III. QUALIFICATION FORMAT AND CONTENT

1. QUALIFICATION SUBMITTAL FORMAT

To be considered for award, proposers shall submit SOQ’s in one package clearly marked RFQ 2019-1456 On-Call Architectural & Engineering Services to:

Within the one package proposers shall include the following information listed below:

A. One (1) hard copy marked “Original” and five (5) copies of written SOQ’s marked “Copy”.

B. Submit One (1) Flash drive with each section identified as outlined in Contents of Qualifications.

The Rate Sheets shall be submitted in a separately sealed envelope in a format similar to that found in Attachment #11 for all prime contractors and proposed subcontractors. Submit One (1) hard copy of the Rate Sheets and One (1) Flash Drive with the electronic copy of the Rate Sheets.

2. CONTENTS OF QUALIFICATIONS

Interested proposers shall submit SOQ’s in a response to this formal RFQ. If an SOQ does not meet all the requirements, it may be considered non-responsive and eliminated from further consideration. Responses shall include the following information, presented in a clear, comprehensive, and concise manner to be considered responsive:

(End Section III)

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IV. SUBMISSION REQUIREMENTS

1. Cover Letter/Signature Authority (limit 2 pages) Include a letter of introduction and an executive summary of the RFQ. The introductory letter must be scanned and signed by a person or persons authorized to obligate your firm (or firms in the case of a joint venture) to honor the commitments set forth in accordance with the RFQ. Inclusion of the letter will constitute a representation by your firm or joint venture that it is willing and able to successfully fulfill Project requirements.

The cover letter must also include the following statement: “As an authorized representative of [FIRM], I bind the firm to every condition included in the detailed RFQ and if selected as the most qualified firm I bind the firm to the Task Order cost proposal (Fee Schedule) based on the scope provided as well as to all the commitments made in this solicitation. This solicitation is a firm offer and is binding on [FIRM] for 120 days.”

2. Annual Gross Receipts and Financial Statements

The firm's gross annual receipts for the most recent three (3) years AND provide the firms’ financial statement for the past three (3) years prepared in accordance with the United States Generally Accepted Accounting Principles (GAAP) and audited by an independent certified public accountant.

3. Required Forms Proposer shall submit all attachments included to this RFQ. All signatures must and shall be made by an officer of the proposer with the authority to bind the Proposer to the terms of the RFQ. NOTE: If the form does not apply, the form MUST be submitted and indicate “N/A” and an explanation.

1) Attachment #1: RFQ Cover Page 2) Attachment #2: Prime Contractor & Subcontractor Supplier Report - Please

indicate “TBD” if the Type of Work and % of Work is not available) 3) Attachment #3: Lobbying Disclosures Instructions & Certification Regarding

Lobbying & Disclosure of Lobbying Activities 4) Attachment #4: Certification of Proposed Contractor Debarment, Suspension

and Other Ineligible and Voluntary Exclusion 5) Attachment #5: Certification of Responsibility Requirements 6) Attachment #6: Iran Contracting Act

4. Standard Form 330 Architect-Engineer Qualifications

SF330s should be completed pursuant to the instructions in Attachment #10. SF330s should be provided for all key personnel expected to contribute to significant



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performance of this contract.

5. Rate Sheets(in a separately sealed envelope)

A. The Rate Sheets shall be submitted in a separately sealed envelope in a format similar to that found in Attachment #11 for all prime contractors and proposed subcontractors. The A&E firm shall provide, at a minimum, experts with credentials as indicated, in disciplines listed and which may be otherwise required in Task Orders, as they apply to projects. The Disciplines listed in Attachment #10 are examples and in no way constitute an exhaustive breadth of disciplines. For the prime proposal, the A&E firm shall utilize the personnel named in its proposal offer (SF330) to perform the services required under this contract. In the event that any of the personnel named in the accepted A&E proposal (which will be incorporated into this contract by reference) become unavailable, the A&E shall promptly submit a detailed explanation of the circumstances necessitating the proposed substitution, a resume for a proposed substitution, and any other information necessary for the District to approve or disapprove. The District reserves the right to reject the substitution of personnel when professional qualifications and experience of the proposed substations are inadequate or otherwise unsatisfactory, as determined by the Contracting Officer. An increase in salary rates is not allowed when substitute personnel are authorized.

B. Rate sheets are subject to negotiation prior to award.

6. Proprietary Information

NOTE: Any information submitted in the qualification package that the proposer has determined to be PRIOPRIETARY in nature, shall be marked accordingly.

Any restriction on disclosure of qualifications data must be clearly marked directly on the qualifications as “Proprietary”. Failure to adequately mark qualifications information is tantamount to an agreement that all sections are non-proprietary and can be made available to the general public upon request.

In the event any proprietary information designation is challenged, the contractor agrees to provide legal counsel or other necessary assistance to defend the designation and agrees to defend, indemnify and hold the District harmless for any costs or damages arising from such challenge.

7. Exceptions If a respondent takes exception to the RFQ or any part of the sample contract, the proposer shall provide the following information as a section with the submittal and



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identify as “Exceptions to the RFQ/ Sample Contract”. Failure to provide exceptions shall constitute acceptance of the RFQ/Sample Contract.

A. Contractor shall clearly identify each proposed change to the sample contract or RFQ including all relevant attachments and exhibits.

B. Substantial exceptions to the RFQ or sample contract may be determined by the District, at

its sole discretion to be unacceptable and the District may proceed with contract award with other proposed firms. See Section V Award Process of the RFQ.

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V. QUALIFICATION EVALUATION SELECTION PROCESS

Evaluations will be made in strict accordance with all of the evaluation criteria and procedures specified herein the RFQ. 1. SOQ’s are being sought from the most highly qualified firm(s) in response to this RFQ.

2. All SOQ’s are first evaluated for compliance with the Section D Responsiveness

Pass/Fail, Qualification Evaluation Weighted Criteria. SOQ’s achieving a pass rating will be evaluated further on responses to the SOQ and SF330 elements.

3. From the SF330’s included in the SOQ’s, the District will rank the firms in accordance with the Qualification Evaluation Weighted Criteria listed in Section B, below, and weighted according to the pertinent table entitled Weight Assignment for Qualifications is Section C, below.

4. The highest scored most qualified firms may be invited for interviews.

5. Iftwo or more firms are ranked the same highest scores then those highest ranked firms may be invited for an in-house interview to determine the most qualified firm.

6. The invited firms will then be subsequently ranked again in accordance with the same Evaluation Elements listed in the table below.

7. Clarifications obtained in the interview may impact the overall score for each submitter invited to interview.

8. Once the most highly qualified firms have been identified, those top up to five (5) ranked firms will be considered for award of a master contract.

A. RESPONSIVENESS (PASS OR FAIL)

1. Responsiveness is determined by responding to all of the proposal requirements.

2. Exceptions, conditions, reservations or understandings that are explicitly, fully and separately stated will be evaluated for their acceptability. SOQs having a preponderance of exceptions and conditions may be cause for the SOQs to be rejected. Each of the exceptions and/or conditions made in the SOQs will be evaluated and the Procurement Office will determine their individual acceptability.

3. An unacceptable exception, condition, reservation or understanding, if not withdrawn

by the Contractor upon the request by the Procurement Office is cause for the Qualification to be rejected.



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B. QUALIFICATION EVALUATION WEIGHTED CRITERIA

An Evaluation Team shall be convened to evaluate the submitted SOQs that shall include experienced project management and/or engineering professionals from the ranks of AC Transit staff. The Panel may also include project management and/or engineering professionals from partner agencies within, or with jurisdiction within the AC Transit service area. I. Specific Evaluation Elements:

The District will evaluate each SOQ submitted, using the following factors listed below. All Proposers will subsequently be ranked in accordance with the Evaluation Elements listed in this section.

1. Relevant Past Performance: A. Demonstrated experience in projects dealing with a wide variety of

construction activities for administrative and industrial/public works type facilities. Projects shall include architecture and engineering services rendered in support of studies, new construction, renovations & alterations, and maintenance and repair. Past results of the firm as demonstrated by its performance evaluations on government work shall be provided for each project. Responsiveness will be evaluated by demonstrated past performance on similar projects with governmental agencies and private industry in terms of cost control, quality of work, and compliance with performance schedules on similar size and scope projects.

B. Include specific personnel and subconsultants involved with these past projects.

C. Demonstrate familiarity and experience with local codes, permit procedures and regulations.

2. Technical Specialized Experience:

A. Identify individual and team qualifications and specialized experience.

B. Demonstrate past performance on contracts with government agencies and private industry in terms of cost control and compliance with performance schedules.



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3. Professional Qualifications and Technical Competence of Team Members and the Depth of the Firm: A. Active professional registration/affiliations of team members. B. Individual team members’ and sub consultants’ role in this contract. C. Capability to provide qualified back-up staffing for key personnel to ensure

continuity of services and ability to surge to meet unexpected project demands.

D. Demonstrate how construction costs, schedules and construction budgets

have been managed on recently awarded public contract. Use examples of actual projects of similar size and type as required by this contract

E. Provide information comparing original engineered construction cost estimates (aka: engineer’s estimates) to bid costs to final construction costs.

Note: Key personnel are essential to the work performed under the contract. Prior to making any material changes to Task Order key personnel, the Contractor shall notify the District’s Project Manager and Contract Specialist listed in this RFQ one (1) week in advance with detailed change justification. Contractor shall replace key personnel immediately, and further acknowledges “time is of the essence” The District reserves the right to remove key personnel, when in the sole discretion of the District, identified personnel do not demonstrate adequate technical or professional relationship requirements. The Contractor shall make no material changes in key personnel without the written consent of the Project Manager and Contract Specialist.

4. Capacity of Firm to Accomplish the Work in the Required Time:

A. Demonstrate the ability to perform work to schedules (show current and

projected work load). Firms will be evaluated in terms of impact of this work load on the staff’s projected work load during the contract period. For projects referred to above, please provide evidence of how construction progress compared to the original schedule.

B. Explain how work under this contract will integrate into the firm’s current

and projected workload. C. List the firm’s organization and management plan for this contract.



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5. Quality Control Program (and Safety):

Description of the firm’s construction safety program including; safety plans; policies and safety record

C. WEIGHT ASSIGNMENT

The table below shows the criteria for selection and the maximum potential score for each area. The compiled rankings will be used to identify the most qualified firm.

WEIGHT ASSIGMENT FOR QUALIFICATIONS

Weight of Evaluation Criteria Weighting 1 Relevant past performance 20 2 Technical specialized experience 30 3 Professional qualifications and technical

competence of team members and depth of firm 25

4 Capacity of firm to accomplish the work in the required time

20

5 Quality control program 5

Total 100

D. RECEIPT AND DISTRIBUTION OF STATEMENT OF QUALIFICATIONS

SOQs will be distributed to each member of the Evaluation Team.

E. QUALIFICATIONS OF A RESPONSIBLE PROPOSER

A. Concurrently, the Procurement Office will evaluate the SOQs to determine “Responsibility” in accordance with requirements of the Section “Contents of Qualifications.” - Any SOQs from Proposers that the Procurement Office finds not to be responsible and finds cannot be made to be responsible will not be considered.

B. Final determination of a Contractor’s “responsibility” will be made upon the

basis of initial information submitted in the SOQ any information submitted upon request by the Procurement Office.

C. Award will only be made to responsive and responsible offerors that have

been found by the Procurement Office to be responsible both financially and technically and have the capability to perform the work of the Contract in accordance with the requirements of the Specifications and within the time specified. If the Procurement Office finds that the Contractor did not meet these requirements, and cannot be made to meet these requirements, the Procurement Office will determine the Contractor to be non-responsible



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and its Qualification rejected. Final determination of “responsibility” will be determined prior to the issuance of a recommendation for award.

F. APPLICATION OF EVALUATION CRITERIA

SOQs will be evaluated based on the reviewer’s determination of the degree of compliance with RFQ requirements. The evaluation criteria will be applied to determine, final evaluation, and elsewhere as needed in the evaluation steps described in subsequent sections. Based upon individual evaluations, a record of raw evaluation scores will be tabulated through the application of established weights. The “Weighted Method” of scoring will be utilized.

G. EVALUATION SCORING

This evaluation process will be used to determine the most qualified firm. The determination will be based on an overall composite score, arrived at by separate analysis of individual SOQs by the evaluation team members.

H. EVALUATION CRITERIA: TECHNICAL QUALIFICATIONS

The evaluation criteria listed in this Section will be used to evaluate each qualification submitted.

I. SCORING GUIDELINES: STATEMENTS OF QUALIFICATIONS

The SOQs will be evaluated based on each Reviewer’s determination of each criteria and sub-criteria compared to the degree of compliance with Contract requirements. Scores will be assigned according to the following. Scores will then be multiplied by the Weight Assignment factor listed above in Section 5 – B.



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5-Exceptional 4-Compliant 3-Good 2-Minimal 1-Deficient 0-Unacceptable

Fully compliant with solicitation requirements and with desirable strengths or betterments; no errors, or risks, or weaknesses or omissions. There is a high probability of success.

Fully compliant with solicitation requirements - Meets in all aspects and may in some cases exceed the critical requirements.

Generally compliant with solicitation requirements- some minor errors, or risks, or weaknesses or omissions. Minor weaknesses can be readily correcte

Minimally compliant with solicitation requirements- errors, or risks, or weaknesses or omissions; possible to correct and make acceptable.

Non-compliant with solicitation requirements; errors, or risks, or weaknesses or omissions.

Totally deficient and not in compliance with solicitation requirements; demonstrates a lack of understanding of solicitation requirements.

The Evaluation Team members will carry out and document its evaluations. Any extreme qualification deficiencies which may render a Qualification unacceptable will be documented. The Team members will make specific note of questions, issues, concerns and areas requiring clarification by Contractor(s) and to be discussed in any meetings with the most qualified firm.

J. TABULATION AND DETERMINATION OF THE MOST QUALIFED FIRMS A final list of highly ranked firms according to the results of the Evaluation Team scored evaluations will be prepared. Total potential points attainable per Proposer per proposal – this is only an example for illustrative purposes: Total points= Total Sum of Evaluators’ Raw Scores for Criteria #1 X 20(Weight Assignment for Criteria #1) + Total Sum of Evaluators’ Raw Scores for Criteria #2 X 30(Weight Assignment for Criteria #2) + Total Sum of Evaluators’ Raw Scores for Criteria #3 X 25 (Weight Assignment for Criteria #3) + Total Sum of Evaluators’ Raw Scores for Criteria #4 X 20 (Weight Assignment for Criteria #4) + Total Sum of Evaluators’ Raw Scores for Criteria #5 X 5 (Weight Assignment for Criteria #5)

K. ORAL INTERVIEW (Optional) The Evaluation Team will evaluate SOQs based on the pre-established criteria to establish a shortlist of the highest ranking firms to interview. AC Transit reserves the right to conduct interviews at its discretion. If interviews are necessary, at a mutually arranged time and prior to final evaluation, oral interviews may be scheduled by the Evaluation Team to be held either at the AC Transit’s District office or via teleconference, Skype. Oral interviews may be used to help determine final selection. There is no requirement that the District further score the results of interviews.



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No information, financial or otherwise, will be provided to any firm about any other firm. Firms will not be told of their rankings among the other Firms.

If selected for optional interviews the team should bring examples of work products. Record drawings, revised schedules, value engineering studies, constructability reviews, tracking systems for Submittals, RFI’s, and Change Orders are good examples. These will be discussed and reviewed by the evaluation team. The invited firms will subsequently be ranked in accordance with the Evaluation Criteria listed above. Clarifications obtained in the interview may impact the overall score for each submitter invited to interview.

L. FINAL RANKING OF CONTRACTOR

Once oral presentations and/or discussions have concluded, the Evaluation Team will

discuss their findings and determine the highest qualified firms.

M. DISCUSSION WITH OFFEROR WITH THE MOST QUALIFED FIRM

The District will negotiate contract terms and labor rates with the most qualified firms. If the negotiating parties cannot agree to contract terms and/or direct labor rate within a reasonable time frame, the District will terminate discussions and select the second-ranked firm for negotiations. The selected firm will be required to enter into the District’s standard form contract.

N. AWARD PROCESS

Upon approval by the AC Transit Board of Directors, the District will enter into a master contract to up to five (5) highest evaluated qualified firms.

(END OF SECTION V)

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VI. SAMPLE MASTER CONTRACT

THIS CONTRACT is made and entered into this day of 2019, by and between the Alameda-Contra Costa Transit District (hereinafter "District"), a special transit district established pursuant to California Public Utilities Code, Section 24501 et seq., and (hereinafter "CONTRACTOR").

THE PARTIES HERETO AGREE AS FOLLOWS: 1. PURPOSE/PROJECT DEFINITION/CONTRACT TYPE

It is the intent of the District to award an Indefinite Delivery/Indefinite Quantity (ID/IQ) type contact to a panel of qualified Architectural and Engineering firms. These services shall cover all engineering disciplines that will include electrical, mechanical, environmental, architectural, structural and civil engineering among others. A panel of A & E Contractors will permit the District to retain specialty firms, on an as-needed basis such as construction managers, construction testing, and special inspectors, specialized engineering and project managers, fire protection engineers, cost estimators, and schedulers to support projects on an on-call, as-needed, per Task Order basis which will be issued on a firm fixed price or fixed rate with Not-to-Exceed amount basis.

2. COMPONENT PARTS This Contract shall consist of the following documents, each of which is on file with the District, and is incorporated into and made a part of this Contract by reference. A. This Master Contract B. Request for Qualifications No. 2019-1456 and any addenda C. Addendum No. X dated X, XX, 2018 D. Statement of Qualification submitted onXXXXXX E. Fee Schedule dated XXXX,2019

3. MINMUM/MAXIMUM AMOUNT OF CONTRACT AWARD Each selected A&E firm will be limited to an amount per agreement contract per year to $1,000,000 with a maximum aggregate of $3 million for three years. The per task order minimum is $1,000.

4. SCOPE OF WORK/SERVICES

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Contractor shall furnish the District all services as specified in and in full accordance with Task Order Form and the Request for Qualifications (RFQ) No. 2019-1456 prepared and issued by the District entitled On-Call Architectural & Engineering (A&E) dated, February 22, 2018. On an as needed basis, Contractor agrees to deliver services for projects ordered and coordinated with the Project Manager, identified in Task Order Form.

5. ORDERING PERIOD FOR THE MASTER CONTRACT

Task Orders will be issued during the Master Contract Ordering Period. The Ordering Period for the Master Contract shall be three (3) years from the effective date of the contract beginning July. 1, 2019 and ending June 30, 2022. The District will not allow a Task Order to be executed after the expiration of the Master Contract Ordering Period.

6. PERFORMANCE PERIOD FOR THE MASTER CONTRACT

Except as provided in the paragraph above, the performance period of any individual Task Order, including all modifications may not exceed five (5) years from the effective date of the contract beginning July . 1, 2019 and ending June 30, 2022. The period of performance for each Task Order will be determined by the individual Task Order. The District may extend the period of performance for any individual Task Order by written approval of the District’s designated Project Manager. Fully-Burdened Direct Labor Rates will remain firm for the duration of the performance of the work under these task orders per the proposed rate sheets for each year of performance.

7. TYPE OF CONTRACT

Multiple Indefinite Delivery/Indefinite Quantity (ID/IQ) master contracts are awarded to a panel of qualified Architectural and Engineering (A&E) consultants to provide services to the District on an as-needed basis, per a Task Order basis which will be issued via a District standard Purchase Order. These services shall cover all engineering and architectural disciplines necessary to complete the subject project.

Each Task Order under the resulting master contract(s) shall be negotiated and, if awarded, the District shall issue either a firm Fixed Price or a Fixed Rate with Not-to-Exceed amount (additional amount allowed upon approval) standard Purchase Order at District’s sole discretion. Purchase Orders placed under the proposed master contract will be issued to the best qualified firm based on the scope of work, provided an agreement can be made regarding fee for the subject task. In the event that an agreement cannot be made with the best qualified available firm, the next best qualified available firm under a master contract will be solicited. The District may elect to award a single task order or award multiple task orders for the same or similar services to two or more sources under this solicitation.



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Each selected A&E firm will be limited to an amount per agreement per contract year is limited to $1,000,000 with a maximum aggregate of $3 million for the entire Performance Period. The per task order minimum is $1,000.

8. CONTRACT PRICE A. Task Orders: The District agrees to pay the Contractor in accordance with their submitted

price proposal for each Task Order negotiated along with the priced proposal once a Task Order has been negotiated. The District and the Contractor have negotiated a not to exceed fee percentage and rates for each staff as part of this contract. The contractor shall perform any assigned work in accordance with what is negotiated by the parties. In accordance with Task Order and the negotiated fixed price or fixed rates with a Not- to- exceed (NTE) total Task Order amount will be identified in a Purchase Order.

B. Cost Reporting: The Contractor shall notify the Project Manager and Contract Specialist in writing whenever it has reason to believe that the total allocable costs have reached 75% of the of the purchase order budgeted amount. Additionally, the Contractor shall notify the District immediately if the projected costs of performance of additional requested tasks would cause the budgeted contract amount to be exceeded. The Contractor is not authorized to exceed the budgeted contract amount unless or until a contract modification has been issued, which increases the price.

C. Compensation:

a. The prices awarded under the Task Order RE: RFQ NO.:2019-1456, dated XXX, XX 2019, shall be the sole compensation for services.

b. The District agrees to pay the Consultant in accordance with their submitted proposed rates for services performed in accordance with this Contract. The District and the Consultant must mutually agree upon any adjustments in payment.

9. MULTIPLE AWARD/TASK ORDER PROCEDURES

See Attachment #9.

10. KEY PERSONNEL PER TASK ORDER

Key personnel are essential to the work performed under the master contract. Any desired personnel substitution shall be submitted to the District’s Project Manager and Contract Specialist accompanied by references, resumes and rates of the substituted personnel. Prior to making any material changes to Task Order key personnel, the Contractor shall notify the District’s Project Manager and Contract Specialist listed in this RFQ one (1) week in advance with detailed change justification. The Contractor shall make no material changes in key personnel without the written consent of the Project Manager and Contract



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Specialist. There can be no change or substitution of key personnel once the proposal is submitted, without the prior approval of the Project Manager and Contract Specialist.

11. PAYMENT/ INVOICING

A cost proposal shall be submitted prior to the start of a project and is subject to negotiation between the parties. The negotiated cost proposal shall serve as the basis of progress payments

A. Invoice scheduling and format shall be coordinated with the Project Manager based on compliance with task deliverables.

B. Contractor shall submit invoices to the Accounts Payable with a courtesy copy to the Project Manager listed in the Purchase Order issued. AC Transit Accounts Payable, P.O. Box 28507, Oakland, CA. 94604

C. Invoices shall include line item fees as defined under the proposal, listing specific task fees accompanied by supporting documentation:

NOTE: Invoice fees shall include all deliverables required by a project. D. Payment for performed services shall be made in accordance with the negotiated Task

Order. Each invoiced payment will be contingent upon satisfactory performance and the receipt and acceptance of the required deliverable by the Project Manager. All invoices shall be complete, accurate, easily understood and accompanied by substantiating documents.

E. Payment will be made within Net 30 Days after satisfactory receipt of a proper invoice as

approved by the Project Manager. The District and the Contractor must mutually agree upon any adjustment in payment.

F. INVOICES MUST BE DATED AND MUST REFERENCE THE CONTRACT

NUMBER, TASK ORDER NUMBER AND PURCHASE ORDER NUMBER. FAILURE TO INCLUDE THIS INFORMATION COULD DELAY PAYMENT.

12. PROMPT PAYMENT (if federally funded)

Attached, please find a copy of Attachment #7, Prompt Payment Affidavit. Please submit this document with each payment to the Contract Compliance Administrator at [email protected]. The Contracts Compliance Administrator will be able to advise you on how to submit the Prompt Payment Affidavit and any additional documentation necessary.

13. CONTRACT ADMINISTRATION



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A. Terra Duan, Contract Specialist, will administer the contractual and operational aspects of the master contract. Any proposed change or amendment, and all correspondence that in any way concerns a term and/or condition of the master contract shall be submitted directly to the Contract Specialist at: Purchasing Department, AC Transit District, 1600 Franklin Street 6th Floor, Oakland, California 94612, telephone (510) 891-5449 or via email on proposers letterhead with authorized representative signature. Signature must be in blue ink.

B. Performance Interference Contractor shall immediately notify the Contract Specialist or Contract Services Manager of any occurrence or condition that interferes with the full performance of the master contract conditions. If notification is through telephone exchange, the Contractor is required to follow up with a written notification within twenty-four (24) hours of the occurrence to the Contract Specialist.

14. PROJECT MANAGER

Each Task Order may have a different Project Manager. Should any conflict issues arise contact the Contract Specialist listed in the RFQ. A. The Project Manager will be the primary point of contact for the District, coordinating

program management between the Contractor, Contract Specialist, and Purchasing Manager. Technical project questions, issues and requests for clarifications should be directed to the Project Manager outline in the Purchase Order.

B. All issues, decisions, or potential Contract changes, in conflict with any term and/or condition of the Contract, are to be coordinated with the Project Manager and the Purchasing Department prior to a final determination.

15. PERFORMANCE STANDARDS The Contractor recognizes that although it is contracting to provide the services specified in this contract to the District, the District is under no obligation to use Contractor during the term of this contract. However, if Contactor is engaged by District to assist the District in a specific project, Contractor will perform its duties in accordance with the applicable ethical and professional standards attributable in the industry and by law to the performance of that work. If, at any time during the performance of the work, the District is not satisfied with Contractor’s performance, District shall notify Contractor in writing that it is canceling the work. Upon receipt of such notice, Contractor shall immediately cease performing further work on the assigned work, provide the District with such information it has in its possession that is related to the work and invoice the District for any unbilled work and expenses incurred to the date of the notice.



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16. NOTICE

Any notices, which may be required under this, Contract shall be in writing, shall be effective when received and shall be given by personal service, or by certified or registered mail, return receipt requested, to the addresses set forth below, or to such other addresses which may be specified in writing to all parties to this Contract.

DISTRICT: CONTRACTOR: Terra Duan Company Name Contract Specialist Attn: 1600 Franklin Street, 6th Floor Address Oakland, California 94612 City, State, Zip

17. ATTORNEY’S FEES

In the event that it becomes necessary for either party to bring a lawsuit to enforce any provisions of the contract, the parties agree that the court having jurisdiction over such disputes shall have the authority to determine and fix reasonable attorney’s fees to be paid to the prevailing party.

18. SEVERABILITY

If any provision of this Contract is declared void or unenforceable, such provision shall be deemed severed from this Contract, which shall otherwise remain in full force and effect.

19. BINDING EFFECT All of the terms, provisions and conditions of the Contract hereunder, shall be binding upon and inure to the parties hereto and their respective successors, assigns and legal representatives.

20. GOVERNING LAW

In the absence of a superceding federal law or requirement contained herein, this Agreement, its interpretation and all work performed thereunder, shall be governed by the laws of the State of California.

21. VENUE In the event of a dispute or breach of contract, venue shall be in Alameda County, California.

22. ENTIRE AGREEMENT



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A. This Contract represents the entire agreement of the parties with respect to the subject

matter hereof, and all such agreements entered into prior hereto are revoked and superseded by this Contract, and no representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements.

B. This Contract may not be changed, modified or rescinded except in writing, signed by all

parties hereto, and any attempt at oral modification of this Contract shall be void and of no effect.

23. SMALL BUSINESS ENTERPRISE (SBE) GOAL FOR TASK ORDERS

The District will establish DBE/SBE/SLBE utilization goals for every task order issued that is in excess of $100,000 Credit towards this goal can only be satisfied by firms certified as small (SBE), or disadvantaged (DBE), by a local, state or federal government agency. Evidence of SBE goal attainment must be demonstrated via the attached List of Subcontractors Form, Attachment C. Good-faith effort (GFE) documentation to satisfy the 10% task order goal will be required for each eligible task when there is a lack of evidence that the goal will be satisfied through subcontracting. GFE documentation must illustrate all practicable attempts at satisfying the goal including, but not limited to outreach efforts, timely advertising, two-way communications with prospective subcontractors, etc. Insufficient GFE, as deemed by the District, is grounds for the task not to be released to the selected firm, and for the District to continue negotiations with the next highest qualified firm. The Contract Compliance Office can be reached at [email protected] for further information.

24. RIGHTS IN DATA

The term “subject data” as used herein means recorded information, whether or not copyrighted, that is delivered or specified to be delivered, under this Contract or subsequent Task Order. The term includes graphic or pictorial delineation in media; text in specifications or related performance or design-type documents or machine forms. Except for its own internal use, the Contractor may not publish or reproduce such data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so, without the written consent of the District, until such time as the District may have either released or approved the release of such data to the public. In the event that the work that is the subject of this contract and/or Task Order is not completed for any reason whatsoever, all data generated under this contract shall become subject data as defined in this section and shall be delivered as the District directs.



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25. RELEASE OF INFORMATION A. Before releasing any reports, information, or promotional materials prepared in connection

with this Contract, Contractor shall provide a copy to the Project Manager or designee for review and comments.

B. Neither party shall use the other’s logo without specific written permission from the other party.

26. ORGANIZATIONAL CONFLICT OF INTEREST

Federal Transit Administration (FTA) Circular 4220.1F, Chapter VI, Paragraph 2(a) (4)(h) prohibits a Contractor that is awarded the design/project management portion of a District project from participating, as a prime or subcontractor, in the construction phase of the project.

27. INDEPENDENT CONTRACTOR

Whether Contractor is a corporation, partnership, or other legal entity, Contractor is considered an independent contractor whose duties will be performed with the understanding that Contractor has special expertise as to the services which Contractor is to perform; and, is customarily engaged in the performance of the same or similar services for others. Contractor shall control the manner in which the services are performed; however, the District shall specify the nature of the services and the results to be achieved. Contractor is not to be deemed an employee or agent of the District and has no authority to make any binding commitments or obligations on behalf of the District except to the extent expressly provided herein.

28. SUBCONTRACTING

Contractor shall not subcontract services, in whole or in part, without the District's prior written approval. Contractor shall require any approved subcontractor to agree, as to the portion subcontracted, to comply with all obligations of Contractor specified in this Contract. Notwithstanding the District's approval of a subcontractor, Contractor shall remain obligated for full performance of this Contract and the District shall incur no obligation to any subcontractor. Contractor shall indemnify, defend, and hold the District harmless from all claims of subcontractors.

29. AUDIT

A. The District may perform periodic auditing of each Contractor’s performance under the contract. If at any time the District discovers that a Contractor is not performing within the compliance of the master contract, the District may remove the Contractor form the contract. In the event a Contractor is notified of pending removal from the master contract the Contractors will still be obligated to complete all incomplete work to the satisfaction of the District.



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B. During normal business hours, and with or without notice, District staff, or its auditors, shall have the right to examine and audit securities, cash and other records held by the firm.

C. If any audit of records by the District discloses that Contractor prices were in excess of

the amount to which Contractor was entitled, the Contractor shall promptly pay to the District the excess amount. If the excess is greater than one (1) percent of the contracted price, Contractor shall also reimburse the District its reasonable costs incurred in performance of the audit.

30. APPLICATION OF FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS During the Contract period of performance the Contractor shall be subject to and comply with all current and new FTA, Federal, State and/or local laws, regulations, policies, procedures, and directives, and shall adhere to all financial privacy laws and regulations. Contractor agrees that the most recent of such Federal requirements will govern the administration of a contract at any particular time, except if there is sufficient evidence in the Contract of a contrary intent. To achieve compliance with changing requirements, the Contractor agrees to include in all agreements with subcontractors a statement that Federal requirements may change and that any changed requirement will apply. See Attachment #8 for Federal Requirements.

31. INSURANCE REQUIREMENTS

It is strongly recommended that contractors confer with their respective insurance carriers and/or brokers to determine in advance of proposal submission the availability of insurance coverage as required under this solicitation. Failure to comply with the insurance requirements may result in disqualification from award of the contract. Compliance with insurance requirements hereunder is considered a material term of the contract. Contractor shall procure and maintain for the duration of the contract and for a period of three years thereafter or the period of any contract warranties, whichever is longer, insurance against claims for injuries to persons or damages for property which may arise from or in connection with the performance of the work hereunder by the contractor, contractor’s agents, representatives, employees or subcontractors. The District reserves the right to alter, amend, increase or otherwise modify the insurance requirements stated herein. A. Coverage shall be at least as broad as:

1. General Liability coverage is to be equal to Insurance Services Office Commercial General Liability Occurrence Form CG0001. Coverage shall include but not be limited to products and completed operations hazards, contractual liability coverage, and may not be subject to the “XCU” exclusions.



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2. Automotive Liability coverage is to be equal to Insurance Services Office Business

Auto Form CA0001 covering Automobile Liability.

3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

4. Professional Errors and/or Omissions insurance appropriate to Contractor’s profession.

B. Contractor shall maintain limits no less than:

1. General Liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If aggregate limit is used, either separate aggregate limit shall apply or aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $2,000,000 combined single limit per accident for bodily

injury and property damage. 3. Workers’ Compensation: Workers’ Compensation limits as required by State of

California and Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

4. Errors/Omissions Liability: $2,000,000 per occurrence.

C. Deductible and/or self-insured retentions must be declared to and approved by the District. The District reserves the option to require insurer to reduce or eliminate such deductible and self-insured retention as to District and/or require Contractor to procure a bond guaranteeing payment of any deductible or self-insured retention of losses, related investigations, claims, administration and defense expenses.

D. Policies are to contain the following provisions:

1. General Liability and Automotive Liability

a. The District, its officers, officials, Board of Directors and employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the consultant; products and completed operations of the consultant; premises owned, occupied or used by the consultant; automobiles owned, leased, hired or borrowed by the consultant. The coverage shall contain no special limitation on the scope of protection afforded to the District, its officers, Board of Directors, officials, employees or volunteers.

b. For any claims related to this agreement, the consultant's insurance coverage

shall be primary insurance as respects the District, its officers, Board of



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Directors, officials, employees and volunteers. Any insurance or self-insurance maintained by the District, its officers, Board of Directors, officials, employees or volunteers shall be excess of consultant's insurance and shall not contribute with it.

c. Any failure with reporting provisions of the policies including breaches of

warranties, shall not affect coverage provided to the District, Board of Directors, its officers, officials, employees or volunteers.

d. The consultant'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 Employer’s Liability The insurer shall agree to waive all rights of subrogation against the District, Board of Directors, its officers, officials, employees and volunteers for losses arising from work performed by the Contractor for the District.

3. All Coverage a. Each policy required shall be endorsed to state that the coverage shall not be

suspended, voided, canceled by either party, reduced in coverages or limits except after 30 days prior written notice by certified mail, return receipt requested, has been given to the District.

b. Each policy is to be on an “Occurrence” form. “Claims-Made” form requires

prior approval by the District as well as Contractor being required to provide acceptable evidence of the policy’s retroactive date, and will be also required to maintain the coverage with the same retroactive date for a period of not less than five (5) years following termination of services under the agreement.

4. Acceptability of Insurance Insurance is to be placed with insurers having a current A.M. Best & Co. Rating of no less than “A-: VII”.

5. Verification of Coverage Contractor shall furnish the District with appropriate Certificates of Insurance and with original Endorsements effecting coverages required. The Certificates and Endorsements are to be signed by a person authorized by the insurer to bind coverage. The Certificates and Endorsements are to be on forms approved by the District. All required Certificates and Endorsements are to be received and approved by the District prior to the commencement of any work under the



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agreement. The District reserves the right to require complete, certified copies of all required Insurance policies at any time.

6. Other requirements a. Should any work under this agreement be sublet, Contractor shall require

each subcontractor of any tier to comply with all of the agreement’s insurance provisions and provide the proof of such compliance to the District.

b. These insurance requirements are not intended to and shall not in any

manner limit or otherwise qualify the liabilities and obligations otherwise assumed by the Contractor under this agreement, including but not limited to the provisions concerning indemnification.

Compliance with these insurance requirements is considered a material part of the agreement, and breach of any such provision may, at the option of the District, be considered a material breach of the agreement, and result in action by the District to withhold payment and/or terminate the agreement. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the District shall be entitled to the broader coverage and/or higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the District.”

32. GENERAL TERMS AND CONDITIONS A. RENDITION OF SERVICES

The Contractor hereby agrees to undertake, carry out and complete all work established herein in a professional and efficient manner satisfactory to District standards.

The professional service or the performance of work or services required by the District cannot satisfactorily be performed by the regular employees of the District.

B. OWNERSHIP OF WORK

All reports, designs, drawings, plans, specifications, schedules, and other materials prepared, or in the process of being prepared, for the services to be performed by Contractor shall be and are the property of the District and the District shall be entitled to access thereto, and copies thereof, during the progress of the work.



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In the event that the work, which is the subject of this Agreement, is not completed, for any reason whatsoever, all materials generated under this Agreement shall be delivered as the District may direct.

C. RECORDS

The Contractor shall permit the authorized representatives of the District to inspect and audit all data and records relating to performance under this Agreement. Contractor shall maintain all such records for a period of three (3) years after the District makes final payment under this Agreement.

D. TERMINATION FOR DEFAULT

In the event the Contractor breaches the terms or violates the conditions of this Agreement, and does not within ten (10) days of written notice from the District cure such breach or violation, the District may immediately terminate this agreement, and shall pay the Contractor only its allowable costs to the date of termination.

E. TERMINATION FOR CONVENIENCE

The District may terminate this Agreement, in whole or in part, at any time for the District's convenience and without cause at any time by giving the Contractor written notice of termination. The Contractor will be paid for those services performed pursuant to this Agreement to the satisfaction of the District up to the date of notice of termination. The Contractor shall promptly submit its termination claim. If the Contractor has any property in its possession belonging to the District, the Contractor will account for the same and dispose of it in the manner the District directs.

F. TERMINATION FOR FORCE MAJURE

Each party shall be excused from performance of any of its obligations under this Contract if such inability was caused by an event beyond that party's reasonable control (“Force Majeure Event"). A Force Majeure Event shall include, but not be limited to (i) natural disasters (e.g., earthquake, hurricanes, floods, fire); (ii) major upheavals (e.g., war, riots, act of terrorism, sabotage, labor strikes, embargoes); (iii) performance failures of any person or entity other than a party, such as a party's suppliers or subcontractors (e.g., curtailment of energy sources or other raw materials or feedstock, common carrier failure, contracted labor); (iv) extraordinary events (e.g., machinery and equipment failures); and (v) government intervention (e.g., government orders, court orders, confiscation, condemnation, future laws, government shutdown). Subsections (iii) and (iv) shall not apply to performance under the resulting Contract relating to commissioning of the hydrogen station(s). If a Force Majeure Event occurs, then the Contractor shall make all commercially reasonable efforts to deliver Product or Services to the District or to provide the District with replacement product or service. In either case, the District shall reimburse



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Contractor for additional costs incurred by Contractor in order to provide the Product, replacement product or service (e.g., additional costs associated with special purchase, freight or handing, and additional costs of electricity or other types of energy). If a Force Majeure Event affects only a part of Contractor's capacity to deliver Product or service, then Contractor may allocate Product among its customers (including distributors) until its capacity is restored.

If the Force Majeure Event continues exceeds thirty (30) days, the District may pause or terminate the Contract for Convenience.

G. NON-DISCRIMINATION

In connection with the execution of any Contract hereunder, the Contractor shall not discriminate against any applicant or employee on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sexual orientation, sex or age as defined in Section 12926 Government Code.

H. INDEMNIFICATION

a. Contractor, its successors, assigns and guarantors, shall pay, defend, indemnify and hold harmless the District, and the agents, representatives, officers, directors and employees of the District (Indemnified Group) from and against all allegations, demands, proceedings, suits, actions, claims, damages, losses, expenses, including but not limited to, reasonable attorney fees, court costs, and the cost of appellate proceedings, and all claim adjusting and handling expense, related to, arising from or out of any actions, acts, errors, mistakes or omissions caused in whole or part by Contractor relating to work or services in the performance of this contract, including but not limited to, work or services by any subcontractor or anyone directly or indirectly employed by or contracting with a Contractor or a subcontractor or anyone for whose acts any of them may be liable and any injury or damages claimed by any of Contractor’s and subcontractor’s employees or subcontractors.

b. If any claim, action or proceeding is brought against the Indemnified Group,

by reason of any event that is the subject of this contract and or described herein, Contractor, at its sole cost and expense, shall pay, resist or defend such claim or action on behalf of the Indemnified Group by attorney of Contractor, or if covered by insurance, Contractor’s insurer, all of which must be approved by the District which approval shall not be unreasonably withheld or delayed. The District shall cooperate with all reasonable efforts in the handling and defense of such claim. Included in the foregoing, the District



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may engage its own attorney to defend or assist in its defense, and the Contractor shall pay the reasonable costs and expenses thereof. Any settlement of claims must fully release and discharge the Indemnified Group from any further liability for those claims. The release and discharge shall be in writing and shall be subject to approval by the District, which approval shall not be unreasonably withheld or delayed. If Contractor, its agents or employees, neglects or refuses to defend the Indemnified Group as provided by this contract, any recovery or judgment against the Indemnified Group for a claim covered under this contract shall conclusively establish Contractor’s liability to the Indemnified Group in connection with such recovery or judgment, and if the District desires to settle such dispute, the District shall be entitled to settle such dispute in good faith and Contractor shall be liable for the amount of such settlement, and all expenses connected to the defense, including reasonable attorney fees, and other investigative and claims adjusting expenses.

c. Insurance provisions set forth in this contract are separate and independent from the indemnity provisions of this paragraph and shall not be construed in any way to limit the scope and magnitude of the indemnity provisions. The indemnity provisions of this paragraph shall not be construed in any way to limit the scope and magnitude and applicability of the insurance provisions.

I. CHANGES

If any changes to the scope of services are sought by either party that would require a modification of the amount of compensation, the changes must be reviewed in advance of any action to implement the change by the Project Manager and the Purchasing Department. The District may at any time by written order make changes within the Scope of Services described in this Agreement. If such changes cause an increase in the budgeted cost of or the time required for performance of the agreed upon work, the Contractor shall notify the District in writing of the amount of time and compensation adjustments that are required. In the event the Contractor encounters any unanticipated conditions or contingencies that may affect the scope of services and would result in an adjustment to the amount of compensation specified herein, Contractor shall so advise the District immediately upon notice of such condition or contingency. The written notice shall explain the circumstances giving rise to the unforeseen condition or contingency and shall set forth the proposed adjustment in compensation resulting therefrom.



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Any notices shall be given to the District under the NOTICES clause of the Special Conditions. Any and all agreed upon pertinent changes shall be expressed as a written modification to this Agreement prior to implementation of such changes.

J. NO ASSIGNMENT

This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other.

K. PROHIBITED INTERESTS

No member, director, officer, or employee of the District during his/her tenure or for one year thereafter, shall have any interest direct or indirect, in this Agreement or the proceeds thereof. Contractor covenants that it presently has no interest, direct or indirect, which would conflict in any manner or degree with the performance of the services called for under this Agreement. Contractor further covenants that in the performance of this Agreement no person having any such interest shall be employed by Contractor. The District may require Contractor to file an annual Statement of Economic Interest form pursuant to the Political Reform Act of 1974 (Government Code Section 81000 et seq.) Contractor shall include this clause in subcontracts under the Contract. A written disclosure statement will remain on file. Where an actual or significant potential organizational conflict of interest is identified, the Contractor shall take actions to avoid, neutralize, or mitigate, the conflict to the satisfaction of the District.

L. WAIVER

Failure of any party to exercise any right or option arising out of a breach of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent or different breach, or the continuance of any existing breach.

M. NON-FEDERAL CLAIMS PROCESS

A claim is a separate demand by the Contractor for one or more of the following: (i) a time extension for relief from damages or penalties for delay, (ii) payment of money or damages arising from work done pursuant to the contract for a public work, or (iii) payment of an amount disputed by the District. A claim must be sent by registered or certified mail, and upon receipt of a claim sent by registered or certified mail, the District will review it and, within 45 days, provide a written statement identifying the disputed and undisputed portions of the claim. The 45-day period may be extended by mutual agreement or, until after the next Board of Directors meeting, if the Board must approve



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the disputed and undisputed portions of the claim. Any payment due on the undisputed portion of the claim must be processed within 60 days.

If the claimant disputes the District’s written response or if the District fails to respond to a claim within the time prescribed, the claimant must demand a meet and confer for settlement of the issues in dispute. The District must then schedule a meet and confer conference within 30 days for settlement of the dispute. Any disputed portion of the claim that remains in dispute after the meet and confer conference will be subject to nonbinding mediation, as specified. The District can also require arbitration of disputes under private arbitration or the Public Works Contract Arbitration Program, if the mediation does not resolve the dispute.

If the District fails to respond to a claim from a contractor within the above referenced time periods, the claim is deemed rejected in its entirety. Unpaid claim amounts which are not paid in a timely manner shall accrue interest at 7% per annum.

To read the full AB 626 language, please refer to: http://www.leginfo.ca.gov/pub/15-16/bill/asm/ab_0601-0650/ab_626_cfa_20160627_172317_sen_comm.html

N. Removal of Contractor’s Personnel

A. The Contractor and any Service Delivery Provider acknowledge that any person assigned to work under this Contract must perform their duties so as to not unduly impair contract performance. By assigning a person to work under this Contract, the Contractor and any Service Delivery Provider agree to be responsible for the behavior of that person during contract performance.

B. The Contractor and any Service Delivery Provider acknowledge that the District has the right to request the removal of any Contractor and any Service Delivery Provider employee that the District believes to be negatively effecting performance of work under the contract. Such request shall be provided to Contractor in writing by District with the reasons surrounds such removal request. Upon investigation of the reasons provided, if such removal is warranted, the Contractor shall remove the employee from performing any services under this agreement for the District. If District requests removal of a Contractor employee from performing any Service under the Contract, then Contractor shall adhere to its internal Human Resources policies and procedures and Contractor shall have sole discretion to determine the appropriate remedial action. Examples of such behavior include: (1) conduct which poses a threat to the safety of anyone working under the contract; (2) conduct which is disruptive to contract performance; (3) careless work;; 5) Conduct in violation of District policy or local, state or federal laws.



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A. Upon receipt of written notice from the District that a person's behavior is unacceptable or unduly impairing contract performance, the Contractor and any Service Delivery Provider agree to remove that person from doing any further work on the Contract, and to cause that person to be removed from providing service under this Contract. The Contractor and any Service Delivery Provider agree that it is not entitled to any additional costs it may incur as a result of the removal of the person from the District.

IN WITNESS WHEREOF, the parties have executed this Contract on the dates set forth below.

ALAMEDA-CONTRA COSTA CONTRACTOR: TRANSIT DISTRICT: Michael Hursh Date Name Date General Manager

Signature/Title

Approved as to Form and Content: ________________________________ Denise Standridge Date General Counsel

AC TRANSIT REQUEST FOR QUALIFICATIONS Attachment #1 No. 2019-1456


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ATTACHMENT #1: RFQ COVER PAGE

Name of Business: _

Type of Business: Sole Proprietor Partnership Joint Venture Corporation (Incorporated

under the State of )

Primary Business Address: _

Contact Name: _ Title: _

Email: _ Phone #: _

Receipt of _ (insert/list #) Addenda

The Offeror warrants and represents that it has received all Addenda issued by the District in connection with this solicitation.

Offer Validity

Offer shall remain valid for a period of not less than 120 days from the date of submittal.

Insurance

The Offeror agrees to comply with the insurance requirements provided in Sample Contract, Exhibit B: Special Terms and Conditions.

Non-Collusion

The Offeror has made this Offer independently, without consultation, communication, or agreement for the purpose of restricting competition as to any matter relating to Request for Qualifications with any other firm or with any other competitor.

Non-Conflict: The Offeror covenants that it presently has no interest, direct or indirect, which would conflict in any manner or degree with the performance of the services called for under this agreement. The Offeror further covenants that in the performance of this agreement, no person having any such interest shall be employed by the Offeror, and that the Offeror receives no commissions or other payments from parties other than the District as a result of work performed.

Equal Employment Opportunity:

The Offeror agrees to comply with the Civil Rights Act, and agrees to have a complaint procedure where violations of the Act can be reported and



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appropriately adjudicated. The Offeror agrees to comply with applicable Federal laws, implementing regulations, and other implementing requirements the FTA may issue. In addition the Offeror agrees to provide workforce data reports as may be periodically requested by the District.

Drug Free Workplace:

The Offeror certifies, pursuant to the definitions regarding a Drug Free Workplace provided in the Federal Acquisition Regulation System (“FAR”), Procedures for Transportation Workplace Drug & Alcohol Testing Programs, 49 CFR 40, and Prevention of Alcohol Misuse & Prohibited Drug Use in Transit Operation, 49 CFR 655, as amended, to the best of its knowledge and belief that it and its principles maintain a workplace(s) safe and free from “controlled substances” as described in the Controlled Substances Act (21 U.S.C. 812) and as further described in regulations 21 CFR 1308.11 – 1308.15.

The undersigned agrees to comply with the above referenced provisions and certifies that all information included in your Offer is, to the best of your knowledge, true, accurate and complete. Furthermore, upon execution of a Contract, to furnish the District with services and/or goods, in accordance with the terms outlined in this solicitation (including all addenda) and in the manner and at the prices proposed.

Typed name: _ Title: _

Signature:

___________________________________ Date: _

Typed name: _ Title: _

Signature:

___________________________________ Date: _



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ATTACHMENT #2: PRIME CONTRACTOR & SUBCONTRACTOR/SUPPLIER REPORT

The Proposer is required to furnish the following information in accordance with the provisions of Public Contract Code Sections 4100 to 4113, inclusive. This list and information shall include all subcontractors that will perform work, provide labor or render services to the Proposer in connection with the project in an amount in excess of one- half of one percent (0.5%) of the total amount of Proposer’s Grand Total Proposal/Bid Price. (DO NOT LIST ALTERNATIVE SUBCONTRACTORS FOR THE SAME WORK. ATTACH ADDITIONAL SHEETS AS NECESSARY)

Prime/Subcontractor/Supplier Name/Address/Contact Information

Type of Work or Materials

Percentage of Work/ Materials

Check if Applicable

DBE/SBE Certifying Agency

(i.e. State of CA)

Annual Gross Receipts for 2016,2017 and 2018

DBE SBE

Name:

Address: 2016

Contact Person: 2017

Phone:

Email: 2018

How Many Years In Business:

DIR Registration #:

License No (if applicable):

Name:

Address: 2016


Phone:

Email: 2018


DIR Registration #:


Name:

Address: 2016


Phone:

Email: 2018


DIR Registration #:




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ATTACHMENT #3: LOBBYING DISCLOSURES

INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether sub-awardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or sub award recipient. Identify the tier of the sub awardee, e.g., the first sub awardee of the prime is the 1st tier. Sub awards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks "Subawardee," then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8.Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFQ) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFQ-DE-90-001."



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ATTACHMENT # 3: LOBBYING DISCLOSURES (CONT.) 8. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 9. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying

Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action.

(b) Enter the full names of the individual(s) performing services, and include full address if different

from 10 (a). Enter Last Name, First Name, and Middle Initial (MI). 10. The certifying official shall sign and date the form; print his/her name, title, and telephone number. According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503.



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ATTACHMENT #3: LOBBYING DISCLOSURES (CONT.) I, _______________________________ (Name and Title of Authorized Official), hereby certify on behalf of __________________________ (Subcontractor) that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative Contract, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Signature and Title of Authorized Official



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Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352

1. Type of Federal Action: a. Contract b. Grant c. Cooperative Contract d. Loan e. loan guarantee f. loan insurance

2. Status of Federal Action: a. bid/offer/application b. initial award c. post-award

3. Report Type: a. initial filing b. material change For Material Change Only: Year _____ Quarter _____ Date of Last Report: ______________________

4. Name and Address of Reporting Entity: Prime Sub-awardee Tier ____, if known Congressional District, if known:

5. If Reporting Entity in No.4 is Sub-awardee, Enter Name and Address of Prime: Congressional District, if known:

6. Federal Department/Agency:

7. Federal Program Name/Description: CFDA Number, If applicable: ____________

Federal Action Number, if known:

Award Amount, if known: $

10a. Name and Address of Lobbying Entity (last name, first name, MI): (attach continuation sheet(s) SF-LLL-A, if necessary)

b. Individuals Performing Services (including address if different from No. 10a) (last name, first name, MI):

11. Amount of Payment (check all that apply): $________________ Actual Planned

13. Type of Payment (check all that apply): a. retainer b. one-time fee c. commission d. contingent fee e. deferred f. other, specify: ________________________________

12. Form of Payment (check all that apply): Cash in kind, specify nature _________________Value _______________ 14. Brief description of Services Performed and Date(s) of Service, Including officer(s), employee(s), or Members(s) contacted, for Payment Indicated in Item 11: (attach Continuation Sheet(s) SF-LLL-A, if necessary)



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15. Continuation Sheet(s) SF-LLL-A attached: Yes No

16. Information requested through this form is authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure.

Signature: ________________________________ Print Name: ________________________________ Title: ________________________________ Telephone No.: ________________________________

Federal Use Only: Authorized for Local

Reproduction Standard Form - LLL

[END OF DISCLOSURE OF LOBBYING ACTIVITIES]



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ATTACHMENT #4: Certification of Proposed Contractor Debarment, Suspension and Other Ineligible and

Voluntary Exclusion (Contractor/Sub-Contractor) ____ certifies to the best of its knowledge and belief, that it and its principals: Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency; Have not within a three year period preceding this submittal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and Have not within a three year period preceding this submittal had one or more public transactions (Federal, State or local) terminated for cause or default. If the proposed subcontractor is unable to certify to any of the statements in this certification, it shall attach an explanation to this certification. (Contractor/Subcontractor) _______________________, CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET. SEQ. ARE APPLICABLE THERETO. Signature and Title of Authorized Official

[END OF CERTIFICATION OF PROPOSED CONTRACTOR DEBARMENT, SUSPENSION AND OTHER INELIGIBLE AND VOLUNTARY EXCLUSION]



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ATTACHMENT #5:

Certification of Responsibility Requirements

I. RESPONSIBILITY CERTIFICATION

In submitting this bid/proposal, the undersigned certifies on behalf of its firm and any proposed subcontractors as follows: Eligible Bidder: The bidder warrants and represents that neither the Bidder/Proposer, any of its employees or its subcontractors: (1) have not within a three-year period preceding thus Bid/Proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (2) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in item (1) of this certification; and (3) have not within a three-year period preceding this application/Bid had one or more public transactions (Federal, State or local) terminated for cause or default.

Integrity and Ethics: The Bidder/Proposer has a satisfactory record of integrity and business ethics, in compliance with 49 U.S.C. Section 5325(j)(2)(A).

Public Policy: The Bidder/Proposer Is in compliance with the public policies of the Federal Government, as required by 49 U.S.C. Section 5325(j)(2)(B).

Administrative and Technical Capacity: The Bidder/Proposer has the necessary organization, experience, accounting, and operational controls, and technical skills, or the ability to obtain them, in compliance with 49 U.S.C. Section 5325(j)(2)(D). Licensing and Taxes: The Bidder/Proposer Is in compliance with applicable licensing and tax laws and regulations. Financial Resources: The Bidder/Proposer has, or can obtain, sufficient financial resources to perform the contract, as required by 49 U. S. C. Section 5325 (j)(2)(D). Production Capability:



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The Bidder/Proposer has, or can obtain, the necessary, production, construction, and technical equipment and facilities. Timeliness: The Bidder/Proposer Is able to comply with the required delivery or performance schedule, taking into consideration all existing commercial and governmental business commitments. Performance Record: The Bidder/Proposer Is able to provide a satisfactory current and past performance record.

Covenant Against Gratuities: The Bidder/Proposer nor any of its employees, representatives, or agents have offered or given gratuities (in the form of entertainment, gifts, or otherwise) to any director, officer, or employee of the Alameda Contra Costa Transit District with the view toward securing favorable treatment in the awarding, amending, or the making of any determination with respect to the performance of this Contract.

Certification Signature: The Bidder attests and certifies under penalty of perjury to all certifications listed above by signature of this document.

Signature (Authorized Representative) Printed Name

Title Date

Contractor will place a check in the appropriate box below that applies to this payment request.



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ATTACHMENT #6: Iran Contracting Act

(Public Contract Code sections 2202-2208) Prior to bidding on, submitting a proposal or executing a contract or renewal for a State of California contract for goods or services of $1,000,000 or more, a vendor must either: a) certify it is not on the current list of persons engaged in investment activities in Iran created by the California Department of General Services (“DGS”) pursuant to Public Contract Code section 2203(b) and is not a financial institution extending twenty million dollars ($20,000,000) or more in credit to another person, for 45 days or more, if that other person will use the credit to provide goods or services in the energy sector in Iran and is identified on the current list of persons engaged in investment activities in Iran created by DGS; or b) demonstrate it has been exempted from the certification requirement for that solicitation or contract pursuant to Public Contract Code section 2203(c) or (d). To comply with this requirement, please insert your vendor or financial institution name and Federal ID Number (if available) and complete one of the options below. Please note: California law establishes penalties for providing false certifications, including civil penalties equal to the greater of $250,000 or twice the amount of the contract for which the false certification was made; contract termination; and three-year ineligibility to bid on contracts. (Public Contract Code section 2205.) OPTION #1 - CERTIFICATION I, the official named below, certify I am duly authorized to execute this certification on behalf of the vendor/financial institution identified below, and the vendor/financial institution identified below is not on the current list of persons engaged in investment activities in Iran created by DGS and is not a financial institution extending twenty million dollars ($20,000,000) or more in credit to another person/vendor, for 45 days or more, if that other person/vendor will use the credit to provide goods or services in the energy sector in Iran and is identified on the current list of persons engaged in investment activities in Iran created by DGS.

Vendor Name/Financial Institution (Printed) Federal ID Number (or n/a)

By (Authorized Signature)

Printed Name and Title of Person Signing

Date Executed Executed in

OPTION #2 – EXEMPTION Pursuant to Public Contract Code sections 2203(c) and (d), a public entity may permit a vendor/financial institution engaged in investment activities in Iran, on a case-by-case basis, to be eligible for, or to bid on, submit a proposal for, or enters into or renews, a contract for goods and services.

If you have obtained an exemption from the certification requirement under the Iran Contracting Act, please fill out the information below, and attach documentation demonstrating the exemption approval.

Vendor Name/Financial Institution (Printed) Federal ID Number (or n/a)

By (Authorized Signature)

Printed Name and Title of Person Signing Date Executed



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ATTACHMENT #7: PROMPT PAYMENT CERTIFICATION

(To be submitted with each payment request)

Contractor will place a check in the appropriate box below that applies to this payment request.

Re: Payment Request No. _______

I, ___________________________, the _________________________________ Name Title (e.g., President, VP, etc.)

of _________________________ , do state the following with regard to Name of Company/Firm

payments made under Contract No. ______________________ ("Contract"):

1. Subcontractors, at the first tier, both DBE and non-DBE, who completed work and were listed for payment on the prior Payment Request No. _______, were paid no later than thirty (30) days after Company received payment from the District.

2. Copies of invoices and cancelled checks for subcontractors at the first tier who were paid under the prior payment request have been delivered or mailed to the DBE Department. In addition, Company has attached to the current Payment Request all lien waivers for prior subcontractor payments and any other documentation required by the District. (Failure to attach all required documentation to the Payment Request or forward cancelled checks and invoices to the District’s DBE Department may cause the Payment Request to be rejected by the District.)

3. All retained amounts withheld from any subcontractor who satisfactorily completed its portion of the contract work, including punch list items, were paid to the subcontractor(s) no later than sixty (60) days after it satisfactorily completed its work, whether or not the District has paid said retained amounts to Company. Attach a copy of the cancelled check evidencing payment of each retained amount.

4. There was no delay in or postponement of any payment owed to a subcontractor, whether periodic payment or retained amount, except for good cause and after receipt of prior written approval from the District’s Director of Procurement and Materials.

Subscribed and sworn to before me this ___________________ day of _____________ 20______ _______________________________ Notary Public

_________________________________ Company Name _________________________________ Signature _________________________________ Print Name Date: ____________________________

(Revised 9/18/2012)



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ATTACHMENT #8: Federal Requirements

The following requirements apply to Task Orders funded in part or whole by federal funding. The requirements below shall supersede any

1. NOTIFICATION OF FEDERAL PARTICIPATION

This contract may be financed in part by the Federal Transit Administration (FTA). Accordingly, federal requirements apply to this contract. In the event that those requirements are revised during the performance of this contract, the Contractor shall incorporate those revised provisions mandated by the FTA.

2. INCORPORATION OF FTA TERMS This contract may be financed in part by the Federal Transit Administration (FTA). Accordingly, federal requirements apply to this contract. In the event that those requirements are revised during the performance of this contract, the Contractor shall incorporate those revised provisions mandated by the FTA. The following provisions are Standard Terms and Conditions required by the Department of Transportation (DOT), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated March 18, 2013, as revised, and as may be revised, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this contract document. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any AC TRANSIT requests that would cause AC TRANSIT to be in violation of the FTA terms and conditions. To the extent the Contract provisions required by the FTA, and State law are inconsistent, the Contractor is responsible for complying with the more comprehensive or stricter requirements.

3. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES A. AC TRANSIT and Contractor acknowledge and agree that, notwithstanding any concurrence by the

Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to AC TRANSIT, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

B. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the Subcontractor who will be subject to its provisions.

4. FLOW DOWN REQUIREMENTS The Proposer agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.



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5. FALSE STATEMENTS OR CLAIMS; CIVIL AND CRIMINAL FRAUD A. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as

amended, 31 U.S.C. §§ 3801 et seq and U.S DOT. Regulations “Program Fraud Civil Remedies”, 49 C.F.R. Part 31, apply to its actions pertaining to this project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes or it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

B. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by the FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 5323(l) on the Contractor, to the extent the Federal Government deems appropriate.

C. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clauses shall not be modified, except to identify the Sub-Contractor who will be subject to the provisions.

6. ACCESS TO THIRD PARTY CONTRACT RECORDS

The following access to records requirements apply to this Contract: A. Contractor agrees to provide the District, the FTA Administrator or his authorized representatives,

including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a) 1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000.

B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to

copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for

a period of not less than three (3) years after the date of final payment under this contract and all other pending matters are closed, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the District, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 2 CFR 200.333. Consultant shall provide all authorized representatives of the District, the FTA Administrator, the State Auditor and the Comptroller General of the United States access to any books, documents, papers and records of the Consultant



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which are directly pertinent to this Contract for the purposes of making audits, copies, examinations, excerpts and transcriptions. Consultant also agrees to maintain, and require its subcontractors of all tiers to maintain, all books, records, accounts and reports required under this Contract for a period of not less than three years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Consultant agrees to maintain the same until the District, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. The Contractor agrees to permit the FTA and its contractors to access the sites of performance under this contract as reasonably may be required.

7. CHANGES TO FEDERAL REQUIREMENTS A. Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and

directives, including without limitation those listed directly or by reference in the Contract (Federal Transit Administration Master Agreement (FTA MA (24) dated October 1, 2017)) between the District and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract.

8. TERMINATION / RESOLUTION OF DISPUTES

A. Termination for Convenience of the District

The District, by written notice, may terminate this contract, in whole or in part, whenever the District determines that such termination is in its best interests. Any termination under this provision shall be effected by delivery to the contractor of a notice of termination specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. After receipt of said notice, Proposer shall stop work on this contract on the date and to the extent specified in said notice, terminate all applicable orders and subcontracts, and complete all work not terminated by said notice. After receipt of said notice, Proposer shall submit to the District its termination claim setting forth Proposer’s actual, direct, and unavoidable costs incurred which cannot be canceled as a result of said termination together with such information as may be required by the District to evaluate the claim. The determination of the District on the claim shall be final subject only to an appeal pursuant to the dispute resolution procedures set forth herein.

B. Termination for Default 1. In the event that the Proposer breaches the terms or violates the conditions of the contract and does

not within ten (10) calendar days after receipt from the District of a notice of default ( or, in the case of a default that cannot be remedied within ten (10) calendar days, to commence to cure said default within said ten (10) calendar days and thereafter to diligently pursue said cure until the default is remedied), the District may in its discretion terminate the contract, or such portion thereof, as the District determines to be most directly affected by the default.

2. The term “default” for purposes of this provision includes, but is not limited to, the performance of work in violation of the terms of this contract; abandonment, assignment, delegation or subletting of



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this contract without approval of the District; bankruptcy or appointment of a receiver for Proposer’s property; failure to perform services or other required acts within the time specified for the contract or any extension thereof; refusal or failure to provide proper workmanship; failure to take effective steps to end a prolonged labor dispute; and the performance of the contract in bad faith. If, after termination for failure to fulfill contract obligations, it is determined that the Proposer was not in default, the rights and obligations of the parties shall be the same as if termination had been issued for the convenience of the District.

C. Termination for Force Majeure The performance of work under this contract may be terminated or time of performance may be extended by the District, in its discretion, upon application therefore by the Proposer and based upon unforeseen causes beyond the control and without the fault or negligence of the Proposer, such as terrorism, government acts including but not limited to government shutdowns or other governmental actions impacting the scope, budget, or regulation relating to the project, embargoes, labor strikes, lock-outs, Acts of God, and other events beyond the control of the parties. An “Act of God” shall mean an earthquake, flood, cyclone, unusually severe weather, or other cataclysmic phenomenon of nature beyond the power of the Proposer to foresee or make preparation in defense against. The Contractor is not entitled to relief simply because an excusable delay has occused, the proposer must also be prepared to demonstrate that (i) it did not control or contribute to the event; (ii) could not overcome the effects of the event; and (iii) was delated in performing its contract as a result of the event. Any such delay deemed excusable caused by events out of control of the District and the proposer shall not provide the proposer with compensation for the increased costs due to the lost time or otherwise.

D. Disputes Performance During Dispute - Unless otherwise directed by the District, Proposer shall continue performance under the Contract while matters in dispute are being resolved. Further, the District shall pay Proposer for any undisputed work performed by Proposer prior to or during the resolution of the matters in dispute.

E. Alternative Dispute Resolution/Mandatory Arbitration 1. Notice of Dispute/Negotiated Resolution.

In the event that there is any controversy, claim or dispute between the District and the contractor arising out of or related to this contract or the breach hereof, that has not been resolved by informal discussions and negotiations, either party may, by written notice to the other, invoke the formal dispute resolution procedures set forth herein. The written notice invoking these procedures shall set forth in reasonable detail the nature, background and circumstances of the controversy claim or dispute. During the thirty (30) days following said written notice, the parties shall meet, confer and negotiate in good faith to resolve the dispute. Either party may, during said thirty (30) day period, request the utilization of the services of a professional mediator, and the other party or parties to this dispute shall cooperate with such request and share the reasonable costs of such mediator.



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2. Mandatory and Binding Arbitration

a. In the event that any controversy, claim or dispute between the District and the Proposer arising out of or related to this contract, or the breach hereof, cannot be settled or resolved amicably by the parties during the thirty (30) day period of good faith negotiations provided for above, the either party or any party hereto shall submit said controversy, claim or dispute for binding arbitration before a single neutral arbitrator in accordance with the provisions contained herein and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“Rules”); provided, however, that notwithstanding any provisions of such Rules, the parties to the arbitration shall have the right to take depositions and obtain discovery regarding the subject matter of the arbitration, as provided in Title III of Part 4 (commencing with Section 1985) of the California Code of Civil Procedure, as and to the extent that the arbitrator deems fair and reasonable. Judgment upon the award rendered by the arbitrator may be entered in any court in Alameda County, California having jurisdiction. The arbitrator shall determine all questions of fact and law relating to any controversy, claim or dispute hereunder, including but not limited to whether or not any such controversy, claim or dispute is subject to the arbitration provisions contained herein.

b. Any party desiring arbitration shall serve on the other party or parties and the San Francisco Office

of the American Arbitration Association, in accordance with the aforesaid Rules, its Notice of Intent to Arbitrate (“Notice”). The parties shall select a single, neutral arbitrator who is generally familiar with the factual and legal issues that relate to this Contract and the dispute to be resolved by arbitration.

c. In the event that the parties are unable to agree on a neutral arbitrator, then one shall be selected

in accordance with the Rules. The arbitration proceedings provided hereunder are hereby declared to be self-executing and it shall not be necessary to petition a court to compel arbitration.

d. The parties to the arbitration shall share equally all costs of the arbitration, including the fee of the

neutral arbitrator, and each party shall bear its own costs. The arbitrator shall have the authority, in accordance with the provisions of this Contract, to award to the prevailing party its costs, including its share of the arbitration costs, and reasonable attorneys’ and expert witness fees and expenses.

e. If a controversy, claim or dispute arises between the parties which is subject to the arbitration

provisions hereunder, and there exists or later arises a controversy, claim or dispute between the parties, or either of them, and any third party, which controversy, claim or dispute arises out of or relates to the same transaction or series of transactions, said third party controversy, claim or dispute shall be consolidated with the arbitration proceedings hereunder; provided, however, that any such third party shall be a party to an agreement with either of the parties which provides for the arbitration of disputes thereunder in accordance with rules and procedures substantially the same in all material respects as provided for herein or, if not, shall consent to arbitration as provided for hereunder.



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f. All arbitration proceedings shall be held in Oakland, California. g. The Notice of the demand for arbitration shall be made within thirty (30) days after the claim,

dispute or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.

h. Waiver of Remedies for any Breach i. In the event that the District elects to waive its remedies for any breach by the Proposer of any

covenant, term, or condition of this Contract, such waiver by the District shall not limit the district's remedies for any succeeding breach of that or any other term, covenant, or condition of this Contract.

9. CIVIL RIGHTS (Title VI, EEO, ADA)

A. Nondiscrimination In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d,

section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

B. Equal Employment Opportunity The following equal employment opportunity requirements apply to this contract: 1. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as

amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the project. During the performance of this contract, the Contractor agrees as follows: a. The Contractor will not discriminate against any employee or applicant for employment because

of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and



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selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

b. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of

the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin.

c. The Contractor will send to each labor union or representative of workers with which he has a

collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Contractor’s commitments under this section, and shall post copies of the notices in conspicuous places available to employees and applicants for employment.

d. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,

and of the rules, regulations, and relevant orders of the Secretary of Labor. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

e. In the event of the contractor’s noncompliance with the nondiscrimination clauses of this contract

or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

f. The Contractor will include the portion of the sentence immediately preceding paragraph (a) and

the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempt by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each Subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

2. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as

amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.



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3. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

4. Access Requirements for Individuals with Disabilities - The Contractor agrees to comply with the requirements of 49 U.S.C. § 5301(d) which expresses the Federal policy that the elderly and persons with disabilities have the same right as other persons to use mass transportation service and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement those policies. Contractor also agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §§ 12101, et seq., and 49 U.S.C. § 322; § 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; § 16 of the Federal Transit Act, as amended; 49 U.S.C. App. § 612; and the following federal regulations, including any amendments thereto: a. U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49

C.F.R. Part 37;

b. U.S. DOT regulations, “Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,” 49 C.F.R. Part 27;

c. Joint U.S. Architectural and Transportation Barriers Compliance Board/U.S. DOT regulations, “Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. Part 1192 and 49 C.F.R. Part 38;

d. U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government Services,” 28 C.F.R. Part 35;

e. U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,” 28 C.F.R. Part 36;

f. U.S. GSA regulations, “Accommodations for the Physically Handicapped,” 41 C.F.R. Subpart 101-19;

g. U.S. Equal Employment Opportunity Commission, “Regulations in Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. Part 1630;

h. U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled,” 47 C.F.R. Part 64, Subpart F;

i. FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. Part 609; and

j. Any other implementing federal regulations and requirements.



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5. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary, to identify the affected parties.

10. DISADVANTAGED BUSINESS ENTERPRISE (DBE)

A. This solicitation and resulting contract is subject to the requirements of Title 49, Code of Federal

Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 8%. A separate contract goal has not been established for this procurement.

B. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the District deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13 (b)).

C. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance.

D. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from the District.

E. The contractor must promptly notify the District whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the District.

F. Use of DBE Financial Institutions. Pursuant to 49 CFR §26.27, the District strongly encourages contractors and subcontractors to utilize the services offered by DBE financial institutions. A list of DBE financial institutions can be found online at http://www.fms.treas.gov/mbdp/current_list.html or provided by the District’s Contracts Compliance Administrator, Phillip McCants via email request to [email protected].

G. Prompt Payment to Subcontractors. The contractor shall pay any subcontractors approved by the District for work that has been satisfactorily performed no later than seven (7) days from the date of contractor’s receipt of progress payments by the District. Within sixty (60) days of satisfactory completion of all work required of the subcontractor, contractor shall release any retained payments withheld to the subcontractor. The Contractor has completed and signed a Prompt Payment Act Affidavit related to an awarded Contract, which is attached as sample Attachment 4.

11. SUSPENSION and DEBARMENT



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A. The prospective lower tier participant certifies, by submission of their bid or submittal, that neither it nor its "principals" [as defined at 2 C.F.R. § 180.995] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (See Attachment 3)

B. When the prospective lower tier participant is unable to certify to the statements in this certification, such

prospective participant shall attach an explanation to this submittal.

12. LOBBYING Comply, and assure the compliance of each third party contractor at any tier and each sub-recipient at any tier, with U.S. Department of Transportation regulations, “New Restrictions on Lobbying,: 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352. Contractor shall certify that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Contractor shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures shall be forwarded to AC TRANSIT. Contractor shall ensure that all of its Subcontractors under this Contract shall certify the same. Prior to execution of this Agreement, Contractor shall submit the “Certification Regarding Lobbying,” included in the contract documents. AC TRANSIT is responsible for keeping the certification of the Contractor, who is in turn responsible for keeping the certification forms of subcontractors. (See Attachment #3)

13. SEISMIC SAFETY REQUIREMENTS The Contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The Contractor also agrees to ensure that all work performed under this contract including work performed by a Sub-Contractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project.

14. CLEAN AIR The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA.

15. CLEAN WATER



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A. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et. seq., and the Clear Air Act, as amended, 42 U.S.C. 7401 et. seq. The Contractor agrees to report each violation to AC TRANSIT and understands and agrees that AC TRANSIT will, in turn, report each violation as required to assure notification to the FTA and the appropriate EPA regional office.

B. The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed

in part or in whole with federal assistance provided by the FTA.

16. ENVIRONMENTAL PROTECTION The Contractor agrees to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U.S.C. §§ 4321 et seq., Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 U.S.C. § 4321 note; FTA statutory requirements at 49 U.S.C. § 5324(b); Council on Environmental Quality regulations pertaining to compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500 et seq.; the joint FHWA/FTA regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622, and, when promulgated, FHWA/FTA joint regulations, "NEPA and Related Procedures for Transportation Decision making, Protection of Public Parks, Wildlife and Waterfowl Refuges, and Historic Sites," 23 C.F.R. Part 1420 and 49 C.F.R. Part 623.

17. RECYCLED PRODUCTS

The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. § 6962), including but not limited to the regulatory provisions of 40 C.F.R. Part 247, and Executive Order 13423, as they apply to the procurement of the items designated in Subpart B of 40 C.F.R. Part 247.

18. ENERGY CONSERVATION REQUIREMENTS Contractor shall recognize mandatory standards and policies relating to energy efficiency which are contained in the State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. Section 6321 et seq.)

19. AMERICANS WITH DISABILITIES ACT (ADA) The Contractor agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC § 12101 et seq.; section 504 of the Rehabilitation Act of 1973, amended, 29 USC § 794; 49 USC § 5301(d); and any implementing requirements FTA may issue. These regulations provide that no handicapped individual, solely by reason of his or her handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity included in or resulting from this Agreement.

20. PRIVACY ACT



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The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: 1. The Contractor agrees to comply with, and assures the compliance of its employees with, the

information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract.

2. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA.

21. FLY AMERICA

The Contractor agrees to comply with 49 U.S.C. 40118 (the “Fly America Act”) in accordance with the General Services Administration’s regulations at 41 CFR Part 301 - 10, which provide that recipients and subrecipients of Federal funds and their consultants are required to use U.S. flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property to the extent such service is available, unless travel by foreign air carrier is a matter of necessity as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements, if used. The Contractors agrees to include the requirements of this Section in all subcontracts that may involve international air transportation. 22. RECYCLED PRODUCTS The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 C.F.R. part 247. 23.SAFE OPERATION OF MOTOR VEHICLES The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or the District. The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contractor owns, leases, or



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rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement. 24. VETERAN’S EMPLOYMENT Recipients and sub-recipients of Federal financial assistance under this chapter shall ensure that contractors working on a capital project funded using such assistance give a hiring preference, to the extent practicable, to veterans (as defined in section 2108 of title 5) who have the requisite skills and abilities to perform the construction work required under the contract. This subsection shall not be understood, construed or enforced in any manner that would require an employer to give preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or former employee.

[END OF Attachment #8 - FEDERAL REQUIREMENTS]



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ATTACHMENT #9: Scope of Services

1. BACKGROUND

A. The District is planning a substantial and continuing effort to upgrade and expand District facilities and implement new projects and programs in support of the District’s goals and objectives. The District owns and operates a wide variety of facilities in Alameda and Contra Costa Counties including one (1) high rise office building, two (2) large rental office and industrial spaces, three (3) transit centers, five (5) bus maintenance and transportation facilities that include: transportation administration offices, maintenance facilities, fueling facilities (diesel, unleaded gas, and hydrogen) dispatch/communication centers, bus washes, and training facilities. We also own parking lots and other smaller properties. Working with some of our local government partner agencies, the District is also planning some traffic signal upgrades and bus stop changes in order to provide better service.

B. In order to support the District’s efforts to upgrade, modernize and improve these facilities, the District

is seeking to establish a panel of well qualified A&E contractors to provide professional services on an as-needed basis during the Task Order ordering period from July 1, 2019 to June 30, 2022. The performance period of any individual Task Order, including all modifications may not exceed five (5) years from the effective date of the contract beginning July. 1, 2019 and ending June 30, 2022.. The actual projects, scope of services, and budgets for the individual projects remain to be determined.

We anticipate work in support of projects at any of our facilities in Alameda and Contra Costa Counties. Anticipated work may also include support services such as plan checking, operations and construction coordination, and constructability review, and site phasing and utilization evaluation services.

C. Many projects are grant funded through the Federal Transit Administration (FTA) or the State of

California, and must comply with those agency requirements.

2. TYPE OF WORK The District is seeking Statement of Qualifications from Architectural & Engineering (A&E) professional services firms with the specific qualifications who are interested in providing a full suite of services, which may include but not limited to the following areas: A. Civil, survey and geotechnical engineering for roadway, parking, highway, bridge and site

improvement projects. B. Architectural building and structural projects, MEP projects, IT projects building safety and security

systems and elevators. C. Advanced traffic signal and right-of-way control systems, computer software, hardware, equipment

and control centers/integration.



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D. Water, storm water and waste water control and treatment systems, and environmental and occupational hazardous material detection and abatement in structures and building systems.

These services will permit the District to retain specialty firms, on an as-needed basis such as architects, engineers, construction managers, construction testing, and special inspectors, specialized engineering and project managers, fire protection engineers, cost estimators, structural engineers, landscape architects, environmental professionals, and schedulers to support projects on an on-call, as-needed, per Task Order basis which will be issued on a firm fixed price or firm fixed rate with Not-to-Exceed amount(additional amount allowed upon approval) basis at the District’s sole discretion. We encourage that specialty firms to partner with other firms so that they may join a team that can provide all of the required skill and experience sets necessary to perform the work.

3. LOCATION OF FACILITIES

The District provides public bus transportation throughout Alameda and Western Contra Costa counties as well as service to San Francisco and the South Bay. There are five maintenance and dispatch facilities in Oakland, Hayward, Emeryville, and Richmond. The AC Transit Administrative offices are located in a ten-story building of approximately 100,000sf in Downtown Oakland. These facilities comprise approximately 125,000sf of office space There are numerous secondary facilities such as transportation terminals, parking lots, transit centers and other miscellaneous properties located in the San Francisco Bay area.

The following is a partial listing of our building facilities:

General Office Building (10 story) 1600 Franklin Street Oakland, CA 94612

Division 2 1177 47th Street Emeryville, CA 94608

Division 3 2016 MacDonald Avenue Richmond, CA 94801

Division 4 1100 Seminary Avenue Oakland, CA 94621

Division 6 1758 Sabre Street. Hayward, CA 94545

Training Center 20234 Mack Blvd Hayward, CA 94545

Central Maintenance Facility 10626 International Blvd. Oakland, CA 94603



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4. TASK ORDER PROCEDURES FOR INDEFINITE-DELIVERY / INDEFINITE QUANTITY (ID/IQ) CONTRACTS

A. INTRODUCTION This procurement shall follow the listed procedures as outlined within this section. Consultants awarded a Task Order shall pay close attention to the process and shall not deviate or take exceptions to the process. If any deviations are found, the selected consultant shall be referenced as non-responsive/responsible to the request for work and the District shall move forward to the next highly qualified firm. B. GENERAL INFORMATION

The District shall define the scope of work and the anticipated performance period for each individual task order. C. PROCEDURES FOR ISSUANCE OF TASK ORDERS

The following procedures listed within this procurement have been developed in issuing Task Orders, including the ordering media, and if multiple awards may be made, the procedures and selection criteria that the District will use to provide awardees a fair opportunity to be considered for each order. Once the master contracts are awarded, the District will perform a Qualifications Based Selection process consistent with the “Brooks Act” (40 U.S.C. Chapter 11) for individuals scopes of work as they arise, resulting in the award of individual task orders off the master contract. The enabling instrument that will authorize the commencement of work negotiated in the Task Order shall be in the form of a District standard Purchase Order.

1. As services are required, the District will first review the current data files on eligible offerors

awarded on the IDIQ.

2. Then, the District will evaluate the offerors utilizing the following applicable Evaluation Criteria. Applicability of the following Evaluation Criteria will be determined on an individual task-order basis by District staff.

a. Professional qualifications necessary for satisfactory performance of required services (25%) b. Specialized experience and technical competence in the type of work required (30%) c. Capacity to accomplish the work in the required time (20%) d. Past performance on contracts with Governmental agencies and private industry in terms of

cost control, quality of work, and compliance with performance schedules (20%) e. Quality Control program (5%)

3. The District will provide a synopsis of the desired scope of work and hold discussions with at least

three of the most highly qualified offerors regarding concepts and the relative utility of alternative methods of furnishing the required services.



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4. Upon completion, the District will generate a report summarizing the process, and ranking the offerors in order of technical appropriateness for the task order scope of work. Then, the District will enter into price negotiations with the highest-ranked offerors, utilizing the pre-negotiated rates negotiated with the offerors in the master contracts.

5. If a negotiated price cannot be reached, the District will terminate negotiations with the highest-ranked offeror, and begin negotiations with the second-highest ranked firm, and continue until a satisfactory price can be reached with a qualified offeror.

6. In the event that the offeror (or all offerors) have been unsuccessful in negotiating terms, the District

may revise the scope of the work and re-engage the offerors(s) beginning again with the most qualified offeror.

D. AWARD OF TASK ORDERS

The District anticipates awarding task orders based on qualifications in accordance with the “Brooks Act” as defined by FTA Circular 4220.1F. Within the three (3) year base period of award and five-year period of performance for awarded task orders, there may not be any work assigned to a contractor, however, all contractors shall be prepared to accept the terms and conditions of the standard master contract. Task orders are not guaranteed, but in the event that no task orders are awarded to an A&E firm awarded the base ID/IQ contract, a minimum payment of $1,000 is guaranteed before the conclusion of the base three-year award period. The District will issue a Purchase Order that shall include but not limited to the following items below:

1. Scope of Work 2. Period of Performance 3. The firm fixed price or fixed rate with Not-to-Exceed amount (additional amount allowed upon

approval) Purchase Order. 4. Contractor’s Project Manager’s, and Client Services Representative’s (if other than Project

Manager) contact information.

_____________________________________________ Name: Date:



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ATTACHMENT #10:

SF-330 Architect Engineer Qualifications

Interested parties shall submit a Standard Form (SF) 330, Architect/Engineer Qualifications. This form is attached and can be found on the web-site: https://www.gsa.gov/forms-library/architect-engineer-qualifications SF 330 Preparation Instructions Complete Part I of (SF) 330 in accordance with the table below. Sections not referenced in the table must be completed in accordance with the instructions contained in SF330.

Section Tailored Instructions Departures from the instructions contained in SF330

Part I F Include a minimum of 3 example projects.

Ensure that all key personnel have a significant role in at least one xample project.

Part H Line #30 should be used to provide any additional information or to ddress specific requirements. This part may not exceed 15 single-sided ages (15 single-sided pages for prime and 15 single-sided for sub).

List of Applicable Disciplines (SF 330 Functional Codes) for this solicitation: 1. 02- Administrative 2. 06- Architect 3. 08- CADD Technician 4. 12- Civil Engineer 5. 13- Communications Engineer 6. 15- Construction Inspector 7. 16- Construction Manager 8. 18- Cost Engineer / Estimator 9. 21- Electrical Engineer 10. 23- Environmental Engineer

11. 25- Fire Protection Engineer 12. 27- Foundation Geotechnical Engineer 13. 38- Land Surveyor 14. 42- Mechanical Engineer 15. 48- Project Manager 16. 52- Sanitary Engineer 17. 54- Security Specialist 18. 56- Specification Writer 19. 57- Structural Engine 20. 60-Transportation Engineer

List of Applicable Experiences (SF 330 Profile Codes) for this solicitation: 1.A10- Asbestos Abatement 2.C08- Codes, Standards, Ordinances 3.C12- Communication Systems 4.C15- Construction Management 5.C16- Construction Surveying 6.C18- Cost Estimating, Cost engineering / Analysis

7.E03- Electrical Design 8.E05- Elevators 9.E09- Environmental Impact Studies, Assessments or Statements 10. E12- Environmental Remediation 11. F03- Fire Protection


ARCHITECTURAL & ENGINEERING (A&E) SERVICES

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12. G01- Vehicle Maintenance Facility 13. G04- Geographic Information System Services 14. H03- Hazardous, Toxic, Radioactive Waste Remediation 15. H04- Heating; Ventilation, Air Conditioning 16. H07- Paving, Parking Lots

17. H12- Hydraulics and Pneumatics 18. I01- Industrial Buildings 19. I03- Industrial Waste Treatment 20. I05- Interior design /Space Planning 21. I04- Intelligent Transportation Systems 22. L02- Land Surveying 23. L05- Interior Lighting 24. L06- Exterior Lighting 25. M08- Modular Systems Design 26. O01- Office Buildings; Industrial Parks 27. P02- Petroleum and Fuel Storage and Distribution

28. P06- Planning, Site Installation and Project 29. P07- Plumbing & Piping Systems Design

30. R06- Rehabilitation Buildings, Structures, Facilities 31. R12- Roofing 32. T04- Topographic Surveying and Mapping 33. S02- Security Systems 34. S03- Seismic Design/Studies 35. S05- Soil Study and Foundations 36. S09- Structural Design; Special Structures 37. T01- Telephone Systems 38. T02- Testing and Inspection Services 39. T03- Traffic and Transportation Engineering 40. T04- Topographic Surveying and Mapping 41. V01- Value Analysis; Life Cycle Costing 42. W02- Water Resources; Hydrology; Groundwater



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ATTACHMENT #11:

Rate Sheet

Documents

Request for Qualifications (RFQ) No. 2019-1456 - AC Transit · AC TRANSIT REQUEST FOR QUALIFICATIONS SECTION II No. 2019-1456 ON-CALL ARCHITECTURAL & ENGINEERING (A&E) SERVICES Page