SAN JOAQUIN REGIONAL RAIL COMMISSION (SJRRC) REQUEST FOR PROPOSALS ACE MIXED-USE PARKING STRUCTURE PROJECT PLANNING AND PRELIMINARY DESIGN
Background The San Joaquin Regional Rail Commission (SJRRC) is the Managing Agency of the Altamont Commuter Express (ACE) rail service between Stockton and San Jose. Currently, the ACE service consists of four (4) round-trip trains stopping at nine (9) stations along the 85-mile corridor. Long-range plans call for the expansion of the service to twelve (12) round-trip trains. Additionally, SJRRC is planning for the initiation of commuter rail service between Stockton and Sacramento, with a future expansion of the service between Merced and Sacramento. The SJRRC and ACE Headquarters are located at the Robert J. Cabral Station in Downtown Stockton. Measure K and the Smart Growth Incentive Program In the recent renewal of the Measure K Â˝ cent sales tax for San Joaquin County, a new program was established to prioritize transit supportive development, infill development, neighborhood revitalization and projects that enhance and sustain Downtown areas. These Smart Growth funds are made available for planning activities as well as infrastructure improvements. The overall goals of the program are to promote livable communities, encourage sustainable mixed-use development, invigorate Downtowns, and create smart links between transportation and land uses. The program strongly encourages projects that can demonstrate tangible progress toward the goals in the near term. Purpose of the Request for Proposals For passenger rail service to be a viable transportation option, every effort must be made to ensure the convenience and accessibility of stations, parking lots, and boarding areas. In addition, the overall station appeal and its integration into the surrounding uses have great influence over the choice to use transit. SJRRC is committed to providing stations that are not only convenient and accessible to its passengers, but are also true destinations where people want to go and where there are a variety of things to do. Accordingly, a major project is underway to dramatically improve and expand the Cabral station facility in Stockton and the immediate
surrounding area by encouraging the integration of the station with land uses benefiting passengers, neighbors and those passing through the area. To achieve the objectives for the Cabral station described in more detail in Section 2, “Scope of Services and Project Budget,” SJRRC has undertaken several Master Plan efforts which have identified potential Transit-Oriented Development (TOD) opportunities in the surrounding neighborhoods. To further these efforts SJRRC is seeking the services of qualified, experienced firms to provide planning, design, and architectural services to evaluate the feasibility and design options for a mixed-use parking structure adjacent to the station. SJRRC strongly desires that the planning and design effort for this structure employ a creative, innovative approach aimed at developing a structure with as many and as varied usages as possible. There are currently a large number of TOD-type projects underway in the United States. While SJRRC expects the respondents to this RFP to be fully-aware of and experienced with these types of initiatives, there is a higher expectation for proposals that go beyond what has been done to date (see Appendix C) and add a new dimension to the term “mixed-use” in the development of a parking structure supporting a public transportation service and the Downtown. The successful proposer will also bring the pragmatic knowledge of why some mixed-use developments in the recent past have failed to attract or sustain the desired tenants. Appendix C lists the various studies throughout the region and within the specific project area that will serve as baseline information to the proposers. The success of this project relies on its: •
Minimal walking distance to a variety of shops, employment, and services;
Production of fewer vehicle trips and vehicle miles traveled;
Increase of current or future transit ridership;
Incorporation of innovative parking management strategies;
Minimization of the environmental footprint;
Standards for affordability and ADA access; and
Local support due to prior collaborative and inclusive planning processes.
A Vision for the Cabral Station Neighborhood, seen on the next page, is a map showing the project site (the subject of this RFP) and the Cabral Station across Miner Avenue. This map was part of the Robert J. Cabral Station Neighborhood Revitalization Plan.
SECTION 1 - PROJECT SCHEDULE AND INSTRUCTIONS FOR PROPOSAL SUBMISSION 1.1
Proposal Due Date and Submittal Process Proposers must submit a bound original and five (5) copies plus one electronic copy of their Proposal to the offices of the San Joaquin Regional Rail Commission no later than 3:00 PM Pacific Time on August 7, 2009. Proposals must be sealed and clearly marked “ACE Mixed-Use Parking Structure Proposal – Attention: Thomas W. Reeves” on the envelope. Proposers must submit their Cost Proposal in a separate envelope clearly marked “Cost Proposal – ACE Mixed-Use Parking Structure Proposal – Attention: Thomas W. Reeves”
Sealed Proposals should be mailed or delivered to: San Joaquin Regional Rail Commission 949 East Channel Street Stockton, California 95202 Attention: Thomas W. Reeves
It is the sole responsibility of the Proposer to ensure that their Proposals are received by the SJRRC on or before the due date. Any Proposals received after the due date and time will be deemed non-responsive and will not be considered.
Schedule of Procurement Activities In addition to the above-stated Proposal due date of August 7, 2009, the remainder of the schedule for this procurement is as follows:
RFP available at ACE Website, CTA website, and sent to July 20, 2009 in-house list of interested consultants Deadline for written RFP Clarifications/Questions
July 30, 2009 (12 P.M noon.)
Responses to Questions Posted on ACE Website
July 31, 2009 (5 P.M.)
Proposal Due Date
August 7, 2009 (3 P.M.)
Top Ranked Proposers Notified
August 12, 2009
August 18-20, 2009
Successful Proposer Notified
August 21, 2009
SJRRC Board Approval
September 4, 2009
Notice to Proceed (NTP)
September 4, 2009
September 9, 2009
RFP CLARIFICATIONS AND QUESTIONS RFP Clarifications and Questions may be submitted at any time prior to 12:00 pm (Noon) on July 30, 2009. Questions and/or requests for clarifications may be submitted in writing via U.S. Mail, overnight express delivery service, FAX, or E-Mail to: San Joaquin Regional Rail Commission Attn: Thomas W. Reeves Strategic Development & Communication Coordinator 949 East Channel Street Stockton, California 95202 FAX: 204-944-6233 E-Mail: email@example.com Responses to all inquiries will be posted on the ACE website no later than 5:00 pm July 31, 2009. This will be the only form of response to any inquiries received.
1.4 FORM OF PROPOSAL As mentioned in Section 1.1, Proposers must submit a bound original and five (5) copies of their Proposal. Proposals should be prepared in a concise, economic manner; there is a 20page limit for the proposal, exclusive of the resumes and cost proposal. All Proposals must contain each of the following components: • A cover letter, signed by an individual authorized to enter into a contract for the proposing firm or entity and containing, at a minimum, the following information: o Proposer name, address, telephone, fax number, and e-mail address of key contact person. o Description of type of organization (e.g., corporation, partnership) submitting the proposal. o If joint venture or other teaming arrangement with two or more parties, describe the type of teaming arrangement and past working relationships on similar projects. o If joint venture or other teaming arrangement with two or more parties, name of entity/person that would be the lead for this project as well as the person authorized to negotiate and execute a contract. o A written statement warranting the acceptance of all requirements of the project as described in this RFP and acknowledging receipt of all addenda and dates received. o A written statement acknowledging the validity of the Proposals, including the Cost Proposal, for a period of 90 days after the submission deadline. •
A one (1) to two (2) page summary of the principal features of the Proposer’s technical approach.
Technical Proposal arranged to be fully responsive to the Scope of Work.
Management approach and staffing plan.
Relevant experience of the Proposer, including a discussion of relevance to this procurement.
Resumes of Proposer’s project staff who will be directly involved in this project.
Cost Proposals – Shall be in a separate sealed envelope with the words “Cost Proposal – ACE Mixed-Use Parking Structure Proposal – Attention: Thomas W. Reeves.”
Required forms, as outlined in Section 6.
SECTION 2 - SCOPE OF WORK & PROPOSAL BID REQUIREMENTS
The 2005 Cabral Station Neighborhood Revitalization Plan summarized the opportunities for redevelopment around the Downtown station area, anticipating a vibrant place serving multiple uses including parking, office, residential, entertainment, and/or retail. Phase I of this plan began in 2006 with the design and engineering – and now imminent construction – of a landmark clock tower, improved entryways, and reconfigured parking and traffic circulation within the immediate block of the Cabral Station. Phase II continues with the Neighborhood Revitalization Plan and is the subject of this RFP. Phase II responds to the need for additional transit parking, while preserving valuable land around the station by designing a conceptual mixed-use parking structure. Phase II deliverables will include, among other things, a review of market and economic forces that will influence the feasibility of the project, the potential growth in transit use due to the implementation of supportive land uses, a series of design alternatives, and a summary of community outreach efforts. 2.1
ORGANIZATION OF WORK EFFORT
The Consultant work will be organized into four main areas which will be summarized in Working Papers. Pay close attention to the “Questions to Guide the Working Paper” sections; however, the Consultant will be encouraged to go above and beyond that which is listed. As expressed in Section 2.2, the Consultant will be required to submit four Working Papers during the course of the project for Agency review. After incorporating Agency comments and direction, the Working Papers will be finalized into a Draft Report. The Agency will circulate the Draft final report to various stakeholders for review and comment. Following agency direction, the Consultant shall prepare a Final Report and presentation to the SJRRC Board. Market & Economic Impact Analysis In the planning and design of the mixed-use parking structure, it is imperative to consider the best possible uses for a wide range of needs. Though parking is a primary element, other uses, such as retail, residential, and entertainment, should be thoroughly evaluated in order to best serve the needs of the community and passengers. Given the present economy, identifying sustainable retail uses is critical to the overall project success. Equally as important, the Agency seeks to understand why similar TOD and/or mixed-use projects have failed in fulfilling their intended purposes, such as occupying bottom-floor retail. Questions to Guide Working Paper: •
What structure size will best meet the long-term parking demands of the area?
What type of residential units may be feasible for a mixed-use neighborhood adjacent to the Cabral Station? Including what percentage of rentals and units for sale.
What strategies are recommended to market the residential component of the project?
What type of retail services will be sustainable within the revitalization area?
What strategies are recommended to market the retail component?
What other sustainable uses could enhance the revitalization area?
What financial role should the Agency be prepared for in terms of supporting the mixed-use development?
What are potential income projections for the various design alternatives?
What small business support and development strategies – including analyses of specific needs and opportunities – should be included in this equitable TOD project?
How could this specific project complement the role of the redevelopment agencies and the City of Stockton, including what potential overlaps there might be?
What is the proper role for regional agencies in funding this TOD?
Given the role of funding subsidies in both strong market areas and emerging market areas, how could this particular revitalization area, and more specifically the project area, thrive as a TOD?
In what ways could the Agency, through Joint Development of the publicly held project area, leverage direct investments for this project in ridership or revenue?
Using existing evaluation metrics from agencies such as MTC, BAAQMD, and the State Housing and Community Development Department, what would a financing program for this project look like, taking into consideration minimum thresholds and detailed evaluations of outcomes?
Potential Growth in Transit Questions to Guide Working Paper: •
What transit growth projections are associated with implementing the various land-uses for the near, mid and long-term?
What benchmarks could be set up to correlate the ridership increases?
Design Alternatives The objective of this working paper is to develop design concepts and alternatives, including site plans, illustrations, building layouts, open spaces, and connections to other parcels and the Cabral Station Questions to Guide Working Paper: •
How will the structure retain and extend the aesthetic, historical integrity of the Robert J. Cabral train station, and yet reflect a growing trend of updated, cutting-edge parking structures?
What types of “green” enhancements to the structure could benefit the environment?
How will different types of parking management/security strategies affect the overall design and ongoing operational costs?
What are the feasible design alternatives to consider? Engineered to approximately 10%.
What are the order of magnitude costs for the various design alternatives?
What phasing of mixed-uses is recommended for overall project success?
Community Outreach This project presents an opportunity to engage the community in a planning process identifying a vision that reflects the desires of passengers, neighborhood residents, businesses, local agencies, community leaders, and other stakeholders. This process will identify problems, strengths and opportunities throughout the Cabral Station area. Questions to consider: •
What other agency experiences can be showcased in the public presentations to enable stakeholders to visualize the potential project benefits?
What stakeholders should be involved in the planning process, and to what extent?
What are the most effective methods for obtaining input and feedback from the community and stakeholders?
How can stakeholders be utilized to facilitate the various project phases moving forward?
Four Working Papers which respond to the questions in Section 2.1. o Market and Economic Impact Analysis o The potential growth in transit use due to the implementation of supportive land uses, o Alternative Design Concepts o Community Outreach Plan and Summary of community outreach efforts.
Draft Report based upon Agency comments on the Working Papers and other relevant economic or environmental considerations. Draft will be circulated to stakeholders for comment.
Final Report, including Preferred Site Plan based on Agency direction and recommended next steps for implementation. Presentation of Final Report to SJRRC Board.
SECTION 3 - EVALUATION CRITERIA AND SELECTION PROCESS
3.1 EVALUATION CRITERIA Responsive proposals will be evaluated by a Selection Panel representing SJRRC, the City of Stockton, and other partners. The evaluation will be based on the following criteria with 100 points possible. •
(50 points) Overall Technical Proposal Proposers must clearly demonstrate an understanding of SJRRC’s objectives in conducting this study and suggest strategies
(30 points) Creative and Innovative Approach Proposers must demonstrate the ability to use creative ideas for overcoming obstacles and constraints and incorporate relevant elements of innovation.
(20 points) Qualifications and Experience of the Proposer, Staffing Plan Proposers must clearly demonstrate their qualifications and experience in successfully completing this type of project. Proposers must have the ability to dedicate a team of experienced industry professionals to this project for its duration.
Following the initial evaluation, the Selection Panel will rank the written proposals and, with the concurrence of the Executive Director, notify the top teams to be interviewed.
The top-rated teams will be invited to a one-hour presentation/interview, of which no more than 20 minutes will be allotted to a presentation by the Proposer of the key points in their proposal and the principal strengths their team brings to SJRRC for the development of these goals and objectives. The rest of the time will be for the SJRRC Selection Panel’s questions. The question and answer portion of the interview will be based on those derived from the initial review of the proposal; the panel will adjust their initial scores accordingly based on the answers given in the interview. The Proposer’s project manager, as well as other key personnel identified in the proposal, will be expected to be present and respond to the Panel’s questions. 3.3 RECOMMENDATION Following the Panel’s selection, the SJRRC Project Manager will convey the Panel’s recommendation for a consultant to the Executive Director of SJRRC. If approved by the Executive Director, the recommendation will be presented to the SJRRC Board for approval.
SECTION 4 - GENERAL CONDITIONS 4.1
Limitations This request for proposal (RFP) does not commit the SJRRC to award a contract or to pay any costs incurred in the preparation of a proposal in response to this RFP. This contract is subject to the United States Department of Transportation (DOT) Federal Transit Administration (FTA) Requirements.
Award Each initial proposal should be submitted on the most favorable terms from a price and a technical viewpoint, However all finalists may be required to participate in negotiations and to submit such price, technical, or other revisions of their proposals as may result from negotiations.
SJRRC reserves the right to reject any and all bids received and to waive any informality or irregularity in any bid received and to be the sole judge of the respective merits of the respective bids received.
Binding Offer A signed proposal submitted to SJRRC in response to this RFP shall constitute a binding offer from consultant to contract with SJRRC according to the terms of the proposal for a period of 90 days after its date of submission, which shall be the date proposals are due to SJRRC.
Consulting Personnel Once agreed to, the Consultant Project Manager and other key project personnel may not be replaced or reassigned without written approval of the SJRRC Project Manager.
Contract Arrangements The selected consultant will be expected to execute a contract similar to SJRRC's Standard Agreement, which is included in Section 5 of this RFP.
attention should be paid to SJRRC's insurance and indemnification requirements. The contract payment terms will be time and materials based on direct hourly rates, overhead, direct costs, indirect costs and profit for project specifics, with a not to exceed amount, in order to complete the above described project with payment made on the basis of receipt by SJRRC of satisfactory deliverables.
Selection Disputes A proposer may object to a provision of the RFP on the grounds that it is arbitrary, biased, or unduly restrictive, or to the selection of a particular consultant on the grounds that SJRRC procedures, the provisions of the RFP or applicable provisions of federal, state or local law have been violated or inaccurately or inappropriately applied by submitting to the SJRRC Project Manager a written explanation of the basis for the protest:
no later than one week prior to the date proposals are due, for objections to RFP provisions; or
within three working days after the date on which contract award is authorized or the date the proposer is notified that it was not selected, whichever is later, for objections to consultant selection. Except with regard to initial determinations of failure to meet the minimum qualifications, the evaluation record shall remain confidential until the SJRRC Board authorizes award. In the case of protests of contract award, the protesting proposer has up to five (5) calendar days after submission of a protest to review the record and supplement its protest. Protests of recommended awards must clearly and specifically describe the basis for the protest in sufficient detail for SJRRC to review and recommend a resolution to the SJRRC Executive Director.
The SJRRC Executive Director will respond to the protest in writing, based on the recommendation of the SJRRC Project Manager. Authorization to award a contract to a particular firm by SJRRC shall be deemed conditional until the expiration of the protest period or, if a protest is filed, the issuance of a written response to the protest by the Executive Director which will be the final Agency decision.
Public Records This RFP and any material submitted by a proposer in response to this RFP are subject to public inspection under the California Public Records Act (Government Code ยง 6250 et seq.), unless exempt by law. Proposals will remain confidential until the SJRRC Board has authorized award.
SECTION 5 - SJRRC STANDARD FORM CONSULTANT CONTRACT
PROFESSIONAL SERVICES AGREEMENT Between the San Joaquin Regional Rail Commission and ____________________ for ___________________________ THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the San Joaquin Regional Rail Commission, a joint powers agency formed pursuant to Government Code 6500 and following (“SJRRC”) and ________________ [enter consultant (company’s) name] a _____________________ [enter consultant’s legal status e.g., corporation, nonprofit public benefit corporation, limited liability company] (“Consultant”). RECITALS Whereas, SJRRC has determined that it requires the following professional services from a consultant: _____________________________ [insert description of consultant’s services]; and Whereas, Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees; and Whereas, Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, SJRRC and Consultant agree as follows: 1.
DEFINITIONS 1.1 “Scope of Services”: Such professional services as are set forth in Consultant’s _____________ [enter consultant’s proposal date] proposal to SJRRC attached hereto as Exhibit A and incorporated herein by this reference. 1.2 “Approved Fee Schedule”: Such compensation rates as are set forth in Consultant’s __________ [insert date fee schedule submitted to SJRRC] fee schedule to SJRRC attached hereto as Exhibit B and incorporated herein by this reference. 1.3. Comply with Department of Transportation (DOT) and Federal Transit Administration (FTA) Requirements as described in Exhibit ____, and incorporated herein by this reference.
The term of this Agreement shall commence on ____________________ and shall expire on ________________________ unless extended by written agreement of the parties or terminated earlier in accordance with Section 19 (“Termination”) below. Option Period- Subject to Section 19, SJRRC has the option to extend this Agreement for successive SJRRC Fiscal Years (July through June) by giving the _______________ notice prior to the end of each fiscal year. 3.
CONSULTANT’S SERVICES 3.1 Consultant shall perform the services identified in the Scope of Services. SJRRC shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written Amendment, and/or Change Order, to this Agreement. In no event shall the total compensation and costs payable to Consultant under this Agreement exceed the sum of Dollars ($ , ) unless specifically approved in advance and in writing by SJRRC. 3.2 Consultant shall perform all work to the highest professional standards of Consultant’s profession and in a manner reasonably satisfactory to SJRRC. Consultant shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). This may also result in Consultant and or Consultants employees being subject to a category 1 disclosure under the Conflict of Interest Code if the services performed will influence a governmental decision. The disclosure requirement occurs by filling out a form 700. 3.3 Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. _____________ [enter name of project administrator] shall be Consultant’s project administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement. No change shall be made in Consultant’s project administrator without SJRRC’s prior written consent. 3.4 All of the services required by this Agreement shall be performed by Consultant and all personnel engaged in the performance of such activities shall be full qualified and shall be authorized or permitted under federal, state, and local law to perform such services. The Consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Consultant shall carry out applicable requirements of 49 CFR Part 26 in the
award and administrated of DOT assisted contracts. Failure by the Consultant to carry out these requirements is a material breach of contract, which may result in the termination of this contract or such other remedy, as SJRRC deems appropriate. 3.5 Consultant agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than ten (10) days from the receipt of each payment the Consultant receives from SJRRC. Consultant agrees further to return retainage payments to each subcontractor within sixty (60) days after the subcontractorâ€™s work is satisfactorily completed. Failure by Consultant to carry out this provision of the contract will be considered a material breach of this prime contract, which may result in the termination of the Agreement or other such remedy, as SJRRC deems appropriate 4.
ADDITIONAL SERVICES 4.1. Additional services may be required by the SJRRC in connection with Project and with implementation of project. Said additional services shall be performed as set forth a written Amendment and/or Change Orders which shall be authorized and issued by SJRRC Executive Director. Consultant must report progress of work on a monthly basis or as determined by the SJRRC Project Manager. 4.1.1. The Consultant shall perform or coordinate additional services as requested by SJRRC, only after receipt of a written Amendment and/or Change Order from the SJRRC, signed by the SJRRC Executive Director. 4.1.2. Each a written Amendment and/or Change Order shall list the scope of services to be performed, state the time within which the work is to be completed, delineate any special conditions, and state the compensation in accordance with compensation terms as stated in Section 5, Compensation of this Agreement.
COMPENSATION 5.1. SJRRC agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept in full satisfaction for such services, payment in accordance with the Approved Fee Schedule (Attached as Exhibit B). 5.2. Consultant shall submit monthly invoices to SJRRC, specifying work completed for the month (pursuant to this Agreement, up to 100%). Each invoice must identify the beginning contract amount, the cumulative amount of prior invoices submitted, subtotal, current invoice and a remaining balance. Each
invoice shall itemize the services rendered during the billing period and the amount due. Consultant will provide receipts for all direct expenses. 5.3.
Monthly billings shall comply with the following format: 5.3.1. Direct Labor and Fringe Benefits: all direct labor charges should be billed by class of employee, rate per hour and number of hours. 5.3.2. Overhead: The basis for billing shall be specified. 5.3.3. All Project related expenses for travel, lodging, meals, telephones and incidental charges. Any additional direct costs not specifically identified in the Agreement must be approved by the SJRRC before any request for reimbursement can be made by the Consultant. 5.3.4. SJRRC Agreement number must be listed on all invoices.
5.4. All costs charged to this Agreement by Consultant shall be supported by properly executed payrolls, time records, invoices and vouchers, evidencing in proper detail the nature and propriety of the charges. Consultant shall also comply with Title 49, Code of Federal Regulations, Part 18 (Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments) in the procurement of services, supplies or equipment. 5.5. The SJRRC will make best efforts to reimburse Consultant within thirty (30) days of receipt of an acceptable invoice approved by the SJRRC Project Manager. SJRRC shall notify Consultant, in writing, of any disputed amounts included on the invoice. SJRRC shall pay all undisputed amounts included on the invoice. SJRRC shall not withhold applicable taxes or other authorized deductions from payments made to Consultant. 5.6. Payments for any services requested by SJRRC that are not included in the Scope of Services must have prior written approval from SJRRC and shall be made to Consultant by SJRRC on a time-and-materials basis using Consultantâ€™s standard fee schedule. 5.7. Each monthly invoice shall be accompanied by a monthly progress report describing the consulting services or project work completed to date and since the date of the preceding billing. Consultant will be required to formally report on study progress, findings and recommendations at SJRRC meetings, as determined by the SJRRC Project Manager. 5.8. The Consultant and SJRRC mutually understand that this Agreement may have been written before ascertaining the availability of legislative and local appropriation of funds. The Agreement is valid and enforceable only if sufficient funds are made available to the SJRRC by the Local Transportation Authority for the purpose of this project. In addition, the Agreement is subject to any additional restrictions, limitations or conditions enacted by the State Legislature or any stature enacted by the Legislature that may affect the provisions, terms or funding
of the contract in any manner. The Consultant and SJRRC mutually agree that, if sufficient funds are not appropriated for this project, or the project becomes subject to additional restrictions, limitations or conditions, the Agreement shall be amended to reflect such changes or any reductions in funds.
The time for performance by CONSULTANT will begin upon the issuance of a Notice to Proceed by SJRRC. The project schedule will include reviews by the SJRRC. The date of completion for additional services required pursuant to Section will be outlined in a written Amendment and/or Change Order for said additional services. This Project Schedule may be extended by the written consent of Consultant and SJRRC Executive Director and only in the event that such extension is necessary due to revisions in the Project scope and/or schedule caused by SJRRC or other reviewing agency. 7.
FAILURE TO MAKE REASONABLE PROGRESS
The SJRRC reserves the right to suspend reimbursement in the event Consultant fails to make reasonable progress on a project. Reasonable progress is defined as having the total percentage of work completed fall within 25 percentage points of the total percentage of task budget spent as of billing date.
OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (“written products”) developed by Consultant in the performance of this Agreement shall be and remain the property of SJRRC without restriction or limitation upon its use or dissemination by SJRRC. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant. 9.
RELATIONSHIP OF PARTIES
Consultant is, and shall at all times remain as to SJRRC, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of SJRRC or otherwise to act on behalf of SJRRC as an agent. Neither SJRRC nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of SJRRC. 10.
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not
be disclosed by Consultant without prior written consent by SJRRC. Upon request, all SJRRC data shall be returned to SJRRC upon the termination or expiration of this Agreement. 11.
INDEMNIFICATION 11.1. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless and defend SJRRC, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, or any of its officers, employees, servants, agents, or subcontractors in the performance (or non-performance) of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of SJRRC’s choice. 11.2. SJRRC shall have the right to offset against the amount of any compensation due Consultant under this Agreement any amount due SJRRC from Consultant as a result of Consultant’s failure to pay SJRRC promptly any indemnification arising under this Section 11 and related to Consultant’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws. 11.3. The obligations of Consultant under this Section 11 will not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to SJRRC, its officers, agents, employees and volunteers. 11.4. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, hold harmless and defend SJRRC, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of SJRRC’s choice. 11.5. SJRRC does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by SJRRC, or the deposit with SJRRC, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.
INSURANCE 12.1. Consultant will not commence any work until all required insurance is obtained at Consultant’s own expense. Consultant shall furnish certification of insurance within five (5) days after AGREEMENT is executed and prior to issuance of the Notice to Proceed. Such insurance must have the approval of SJRRC as to limit, form and amount. During the term of this Agreement, Consultant shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Consultant’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below: 12.1.1. Comprehensive General Liability Insurance with coverage limits of not less than One Million Dollars ($1,000,000) including products and operations hazard, contractual insurance, broad form property damage, independent consultants, personal injury, underground hazard, and explosion and collapse hazard where applicable. 12.1.2. Automobile Liability Insurance for vehicles used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per claimant and One Million dollars ($1,000,000) per incident. 12.1.3 Worker’s Compensation insurance as required by the laws of the State of California. 12.1.4. Professional Errors and Omissions Insurance with coverage limits of not less than One Million Dollars ($1,000,000).
12.2. Consultant shall require each of its subcontractors to maintain insurance coverage that meets all of the requirements of this Agreement. 12.3. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide. 12.4. Consultant agrees that if it does not keep the aforesaid insurance in full force and effect, SJRRC may either (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at Consultant’s expense, the premium thereon. 12.5. At all times during the term of this Agreement, Consultant shall maintain on file with SJRRC a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming the SJRRC 21
and its officers, employees, agents and volunteers as additional insureds. Consultant shall, prior to commencement of work under this Agreement, file with SJRRC such certificate(s). 12.6. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. 12.7. The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming SJRRC and its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled except on thirty days’ prior written notice to SJRRC. Consultant agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions. 12.8. The insurance provided by Consultant shall be primary to any coverage available to SJRRC. Any insurance or self-insurance maintained by SJRRC and/or its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it. 12.9. All insurance coverage provided pursuant to this Agreement shall not prohibit Consultant, and Consultant’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against the SJRRC. 12.10. Any deductibles or self-insured retentions must be declared to and approved by the SJRRC. At the option of SJRRC, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to SJRRC, or Consultant shall procure a bond guaranteeing payment of losses and expenses. 12.11. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duties to indemnify, hold harmless and defend under Section 11 of this Agreement. 13.
SETTLEMENT OF DISPUTES 13.1. The Parties hereto shall make every effort to settle any dispute arising out of the Agreement without resorting to arbitration. 13.2. In the event a dispute arises and the parties mentioned here in are unable to resolve the dispute, the parties agree that the dispute shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Such Arbitration shall take place in San Joaquin County, California. Any award made 22
by the arbitrator(s) shall be final and binding upon the parties, and judgment thereon may be entered in any court of competent jurisdiction. 14.
MUTUAL COOPERATION SJRRC shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant’s services under this Agreement. In the event any claim or action is brought against SJRRC relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that SJRRC may require.
RECORDS AND INSPECTIONS
Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. SJRRC shall have the right to access and examine such records, without charge, during normal business hours. SJRRC shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities. 16.
PERMITS AND APPROVALS
Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections. 17.
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant’s and SJRRC’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing). If to SJRRC: Stacey Mortensen 949 E. Channel St. Stockton, CA 95202 If to Consultant: Name of Consultant
Street Address or P.O. Box Downtown, State Zip Code Telephone: ( ) ___-____ Facsimile: ( ) ___-____ 18.
The parties agree that the covenants contained in Section 10, Section 11, Paragraph 14.2 and Section 15 of this Agreement shall survive the expiration or termination of this Agreement. 19.
TERMINATION 19.1. SJRRC shall have the right to terminate this Agreement for any reason on five calendar days’ written notice to Consultant. Consultant shall have the right to terminate this Agreement for any reason on thirty calendar days’ written notice to SJRRC. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All SJRRC data, documents, objects, materials or other tangible things shall be returned to SJRRC upon the termination or expiration of this Agreement. 19.2. If SJRRC terminates this Agreement due to no fault or failure of performance by Consultant, then Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.
GENERAL PROVISIONS 20.1. Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without SJRRC’s prior written consent, and any attempt to do so shall be void and of no effect. SJRRC shall not be obligated or liable under this Agreement to any party other than Consultant. 20.2. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition. 20.3. The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).
20.4. The waiver by SJRRC or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. No term, covenant or condition of this Agreement shall be deemed to have been waived by SJRRC or Consultant unless in writing. 20.5. Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in SJRRCâ€™s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant. 20.6. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any of all of such other rights, powers or remedies. In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the party prevailing in such action, whether reduced to judgment or not, shall be entitled to its reasonable court costs, including accountantsâ€™ fees, if any, and attorneysâ€™ fees expended in such action. The venue for any litigation shall be San Joaquin County, California. 20.7. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 20.8. This Agreement shall be governed and construed in accordance with the laws of the State of California. 20.9. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between SJRRC and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments and/or Change Orders hereto or deviations herefrom shall be effective and binding only if made in writing and executed by SJRRC and Consultant.
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the date first written above. “SJRRC” By__________________________ Stacey Mortensen, Executive Director
“Consultant” Name of Company or Individual By:_______________________________ Name, Level of Officer e.g., Vice President
SECTION 6 - REQUIRED FORMS 6.1
California Levine Act Statement California Government Code § 84308, commonly referred to as the “Levine Act,” precludes an officer of a local government agency from participating in the award of a contract if he or she receives any political contributions totaling more than $250 in the 12 months preceding the pendency of the contract award, and for three months following the final decision, from the person or company awarded the contract. This prohibition applies to contributions to the officer, or received by the officer on behalf of any other officer, or on behalf of any candidate for office or on behalf of any committee.
SJRRC BOARD MEMBERS include: Steve Bestolarides, San Joaquin County Board of Supervisors Ann Johnston, City of Stockton John, Harris, City of Manteca Brent H. Ives, City of Tracy Bob Johnson, City of Lodi Kristy Sayles, City of Lathrop Scott Haggerty, County of Alameda Thomas Blalock, Bay Area Rapid Transit (BART) 1.
Have you or your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to any SJRRC Board Member commissioner in the 12 months preceding the date of the issuance of this request for qualifications? ___ YES ___ NO If yes, please identify the commissioner: ______________________________________
Do you or your company, or any agency on behalf of you or your company, anticipate or plan to make any political contributions of more than $250 to any SJRRC Board Member in the three months following the award of the contract? ___ YES ___ NO If yes, please identify the commissioner: ______________________________________
Answering yes to either of the two questions above does not preclude SJRRC from awarding a contract to your firm. It does, however, preclude the identified commissioner(s) from participating in the contract award process for this contract.
(SIGNATURE OF AUTHORIZED OFFICIAL)
(TYPE OR WRITE APPROPRIATE NAME, TITLE) (TYPE OR WRITE NAME OF COMPANY)
PROJECT CONSULTANT TEAM (To Be Completed by Proposer Only)
SJRRC may have financial assistance from the Federal Transit Administration (FTA) of the United States Department of Transportation for this project. Award of the contract will be based on the financial assistance contract terms and conditions between the SJRRC and the U.S. Department of Transportation. SJRRC, in accordance with Title VI of the Civil Rights Act of 1964, and 49 CFR Parts 23 and 26, will afford Disadvantaged Business Enterprises (DBEâ€™s) full opportunity to respond to this Request for Proposals and not be discriminated against on the grounds of race, color, creed, sex age or national origin in review of qualifications or contract award. The SJRRC has established an overall DBE Goal of 6.8% for DBE participation in all SJRRC contracts and agreements. Name, Address, Phone of All firms participating on the Project (including prime)
Check if DBE
Nature of Participation
% of Project Work
________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
Lobbying Certification Lobbying Certification
The undersigned _________ certifies, to the best of his or her knowledge and belief, that: (1) 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 agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to 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 [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq .)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subconsultants/subcontractors 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 31, U.S.C. ยง 1352 (as amended by the Lobbying Disclosure Act of 1995). 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. [Note: Pursuant to 31 U.S.C. ยง 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Consultant, ___________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Consultant understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. _________________________________________ Signature of Consultant Authorized Official ____________________________________________ Name and Title of Consultant Authorized Official __________________ Date
SECTION 7 – DEPARTMENT OF TRANSPORTATION (DOT) AND FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS EXHIBIT C DEPARTMENT OF TRANSPORTATION (DOT) AND FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS
GENERAL In performance of its obligations pursuant to this Agreement, the Consultant agrees to comply with all applicable provisions of federal, state, and local law, regulations, and FTA directives. The terms of the most recent amendment to any federal, state, or local laws, regulations, FTA directives, and amendments to the grant or cooperative agreement providing funding for this Agreement that may be subsequently adopted, are applicable to the Agreement to the maximum extent feasible, unless the FTA provides otherwise is writing. The Federal or State regulations set forth in this Agreement to be observed in the performance of the Agreement are subject to change, and such changed requirements will apply to this Agreement as required. Consultant shall include in its subcontracts, and require its subconsultants/subcontractors of every tier to include in their respective subconsultants/subcontractors, provisions incorporating the requirements. Consultant’s failure to comply with these requirements shall constitute a material breach of this Agreement and may, in addition to other remedies, result in the withholding of progress payments to the Consultant.
1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The Purchaser and Consultant 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 the Purchaser, Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Consultant 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 subconsultants/subcontractors who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Consultant 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 Consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the 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 Consultant 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 Consultant to the extent the Federal Government deems appropriate. (2) The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. ยง 5307, the Government reserves the right to impose the penalties of 18 U.S.C. ยง 1001 and 49 U.S.C. ยง 5307(n)(1) on the Consultant, to the extent the Federal Government deems appropriate. (3) The Consultant agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subConsultant who will be subject to the provisions.
3. ACCESS TO RECORDS AND REPORTS The Consultant agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Consultant agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).
4. FEDERAL CHANGES The Consultant 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 Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Consultant's failure to so comply shall constitute a material breach of this contract.
5. CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. ยง 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. ยง
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 Consultant 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 Consultant agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) 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 Consultant agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (b) 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 Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Consultant 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 Consultant agrees to comply with any implementing requirements FTA may issue. (3) The Consultant 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. 6. TERMINATION FOR CONVENIENCE SJRRC may terminate this Agreement for SJRRC’s convenience by giving Consultant ten days written notice thereof. Upon receipt of said notice, Consultant shall immediately take action not
to incur any additional obligations, cost or expenses, except as may be reasonably necessary to terminate its activities. SJRRC shall pay Consultant in accordance with the terms of this Agreement for all work performed to the date of such termination for convenience. Thereafter, Consultant shall have no further claims against the SJRRC under this Agreement. All finished or unfinished documents, materials and/or equipment procured for or produced under this Agreement shall become SJRRC property upon date of such termination. 7. TERMINATION FOR BREACH OF CONTRACT a. If Consultant fails to perform any of the provisions of this Agreement or so fails to make progress as to endanger timely performance of this Agreement, SJRRC may give Consultant written notice of such default. If Consultant does not cure such default or provide a plan to cure such default, which is acceptable to the SJRRC within the time specified in SJRRCâ€™s notice of default, then SJRRC may terminate this Agreement due to Consultantâ€™s breach of this Agreement. b. If a federal or state proceeding for relief of debtors is undertaken by or against Consultant, or if Consultant makes an assignment for the benefit of creditors, then SJRRC may immediately terminate this Agreement. c. In the event SJRRC terminates this Agreement as provided in this article, SJRRC may, upon such terms and in such manner as SJRRC may deem appropriate, procure Replacement Services and Consultant shall be liable to SJRRC for all of its costs and damages, including, but not limited to, any excess costs. d. All finished or unfinished documents and materials produced or procured under this Agreement shall become SJRRC property upon date of such termination. e. If, after notice of termination of this Agreement under the provisions of this article, it is determined for any reason that Consultant was not in default under the provisions of this article, or that the default was excusable under the terms of this Agreement, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Article entitled Termination for Convenience. f. The rights and remedies of either party provided in this article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.
8. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 8.1 This 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. 8.2 It is the policy of SJRRC to ensure that DBEs can fairly compete for and perform on all SJRRC DOT-assisted contracts and subcontracts. Accordingly, the SJRRC has adopted an overall annual DBE participation goal of 6.8 % for FY 2008/2009. Although the SJRRC has not established a specific goal for DBE participation for this procurement, due to the contract size and/or based upon the unknown availability of subcontracting opportunities, Consultant shall take all necessary and reasonable good faith efforts in support of the overall DBE Program objectives.
8.3 Race-Neutral DBE Reporting Requirements If Consultant is a DBE firm and/or has proposed to utilize DBE firms, the Consultant will be required to complete and submit a “Monthly DBE subconsultants/subcontractors Paid Report Summary” (Form 103) to the SJRRC by the 15th of each month, following the first month of the Agreement activity. The Consultant is advised not to credit the participation of DBE subconsultants/subcontractors towards achieving DBE participation until the amount being credited has been paid to the DBE firm. 8.4 Non-Discrimination Assurances Consultant shall not discriminate on the basis of race, color, national origin or sex in the award and performance of any SJRRC Agreements. Consultant further certifies and agrees that all persons employed by the Consultant, its affiliates, subsidiaries, or holding companies are and will be treated equally by the Consultant without regard to or because of race, religion, ancestry, national origin, or sex and in compliance with state and Federal anti-discrimination laws.
9. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Consultant shall comply with the following requirements: a)
Consultant shall comply with the requirements of Executive Orders Nos. 12549 and 12689, “Debarment and Suspension,” 31 U.S.C. 6101 note; and U.S. DOT regulations on Debarment and Suspension at 49 C.F.R. Part 29.
Consultant shall refrain from entering into any sub contractor agreement of any amount with a party included in the “U.S. General Services Administration’s (U.S. GSA) List of Parties Excluded from Federal Procurement or Nonprocurement Programs,” implementing Executive Orders Nos. 12549 and 12689, “Debarment and Suspension” and 49 C.F.R. Part 29. The list also includes the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible for contract award under statutory or regulatory authority other than Executive Order Nos. 12549 and 12689.
Before entering into any subagreement with a sub consultant/contractor, Consultant shall obtain a debarment and suspension certification from each prospective sub consultant/contractor containing information about the debarment and suspension status and other specific information about the sub contractor and its “principals,” as defined at 49 U.S.C. 29.105(p). An example of the appropriate certification is contained in 49 C.F.R. Part 29, Appendix A.
Consultant shall require each sub contractor to refrain from awarding any subagreement of any amount (at any tier) to a debarred or suspended sub consultant/ contractor, and to obtain a similar certification is contained in 49 C.F.R. Part 29, Appendix B.
10. BREACHES AND DISPUTE RESOLUTION 10.1 The Parties hereto shall make every effort to settle any dispute arising out of the Agreement without resorting to arbitration. 10.2 In the event a dispute arises and the parties mentioned herein are unable to resolve the dispute, the parties agree that the dispute shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Such Arbitration shall take place in San Joaquin County, California. Any award made by the arbitrator(s) shall be final and binding upon the parties, and judgment thereon may be entered in any court of competent jurisdiction. This requirements flow down to all tiers.
11. LOBBYING Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Consultants who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient.
12. CLEAN AIR (1) The Consultant 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 Consultant 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. (2) The Consultant also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA
13. CLEAN WATER REQUIREMENTS (1) The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Consultant 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. (2) The Consultant also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.
14. FLY AMERICA REQUIREMENTS The Consultant 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 Consultant shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Consultant agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 15. SEISMIC SAFETY Consultant shall comply with the safety requirements for U.S. DOT assisted construction projects at 49 C.F.R. Part 41, (specifically, 49 C.F.R. Part 41.117), and any implementing guidance FTA may issue, to the acquisition of any new building and to additions to any existing building. The Consultant agree 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 compliance to the extent required by the regulation. The Consultant also agrees to ensure that all work performed under this contract including work performed by a subconsultant (consultant or sub consultant) is in compliance with standards required by the seismic Safety Regulation and the certification of compliance issued on the project. 16. ENERGY CONSERVATION REQUIREMENTS The Consultant agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
17. ADA ACCESS REQUIREMENTS The Consultant agrees to comply with 49 CFR Part 37 Americans with Disabilities Act, as amended.
18. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Consultant shall not perform any act, fail to perform any act, or refuse to comply with any requests which would cause SJRRC to be in violation of the FTA terms and conditions.
APPENDIX C References and Similar Studies
The following studies are listed to advise the proposers of the groundwork already completed. The Agency is aware of these and other studies which have offered partner agencies a starting point for TOD and Smart Growth projects. The majority of available TOD and Smart Growth studies focus on general best practices and theoretic project areas, which, together with definitions of TOD terms, related historical legislation, and overall benefits of these initiatives, have been helpful to the Agency in identifying our own goals and objectives. Additionally, several studies have made recommendations for mixed uses within the Cabral Station area (the Downtown East Stockton Revitalization Project and High Speed Rail TOD Report). If any of the reports listed here are referenced or reiterated in the proposer’s/selected consultant’s deliverables, it should be as a platform only. In other words, we know what TOD is. • • • • • • • • • • • • • • •
BART: Travel Characteristics of Transit-Oriented Development in California. (2004) Brookings Institute: Transit Oriented Development: Moving from Rhetoric to Reality. (2002) Caltrans: Statewide Transit-Oriented Development Study: Factors for Success in California. (2002) Caltrans: Statewide Transit-Oriented Development Study Factors for Success in California. Special Report: Parking and TOD: Challenges and Opportunities. (2002) Cervero, R. 1993. Ridership Impacts of Transit-Focused Development in California. Monograph 45, Institute of Urban and Regional Development, University of California: Berkeley, CA. Cervero, R. 1994. Transit-Based Housing in California: Evidence on Ridership Impacts. Transport Policy. 3: 174-183. Cervero, R., M. Bernick and G. Gilbert. 1994. Market Opportunities and Barriers to Transit-Based Development in California. Working Paper 621, Institute of Urban and Regional Development, University of California: Berkeley, CA. Cervero, R. and M. Duncan. 2002. Residential Self-Selection and Rail Commuting: A Nested Logit Analysis. Working Paper, Institute of Urban and Regional Development, University of California: Berkeley, CA. Cervero, R., C. Ferrell and S. Murphy. 2002. Transit-Oriented Development and Joint Development in the United States: A Literature Review. TCRP Research Results Digest Number 52, National Research Council: Washington, D.C. City of Stockton: 2035 General Plan City of Stockton: Downtown Strategic Action Plan City of Stockton: Downtown Housing Strategy (2007) Metropolitan Transportation Commission (MTC): Financing Transit-Oriented Development in the San Francisco Bay Area: Policy Options and Strategies. (2008) Metropolitan Transportation Commission (MTC): Place Types in the Station Area Planning Manual Metropolitan Transportation commission (MTC): Reforming Parking Policies to Support Smart Growth 40
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Mineta Transportation Institute: A New Planning Template for Transit-Oriented Development. (2001) Nelson/Nygaard: Parking Toolbox. Presentation for Rail-Volution. (2007) Parker, T., M. McKeever, G.B. Arrington and J. Smith-Heimer. 2002. Statewide TransitOriented Development Study: Factors for Success in California. Business, Transportation and Housing Agency, California Department of Transportation: Sacramento, CA. Parsons, Brinckerhoff, Quade and Douglas. 2001. Transit-Oriented Development in California. Working Paper, California Department of Transportation Statewide TOD Study: Sacramento, CA. PolicyLink: Equitable Development Toolkit: Building Regional Equity – Transit Oriented Development. (2008) Somerville Community Corporation: Somerville Equitable Transit-Oriented Development Strategy. (2008) Transportation Research Board: Transit Oriented Development in the United States: Experiences, Challenges, and Prospects. (2004)