February 16, Request for Proposals. for. Intelligent Transportation Systems Urban Area Strategic Deployment Plan. from the

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1 February 16, 2016 Request for Proposals for Intelligent Transportation Systems Urban Area Strategic Deployment Plan from the Tulare County Association of Governments (TCAG) 210 N. Church Street, Suite B, Visalia, California Phone: Fax: Contact: Mark Hays Web:

2 I. Introduction to the Request for Proposals (RFP) The Tulare County Association of Governments (TCAG) invites the submission of proposals by qualified consultants or firms to update TCAG s Intelligent Transportation Systems Strategic Deployment Plan (SDP). Tulare County s first effort to guide the planning and implementation of ITS was the 2001 Visalia-Tulare-Goshen Focused Urban Area ITS Development Plan. This plan is currently available on our website at The current proposed study is intended to address the expanded realm of ITS in the urban areas (Visalia, Tulare and Porterville) within Tulare County and to respond to specific recommendations and requirements needed to bring the MPO into compliance (23 CFR 940) with current ITS program standards set by the Federal Highway Administration (FHWA) for development of architecture and strategic plans as well as the Federal Transit Administration s National ITS Architecture Policy on Transit Projects. Furthermore, the SDP will provide a vision for ITS, outline a program of low, medium and high priority projects, identify a funding strategy, and establish a plan for managing, integrating, operating, and maintaining the ITS elements in the region that are to be implemented over a 20- year horizon. The City of Visalia is currently updating their ITS Strategic Deployment Plan. Visalia is also implementing a Traffic Management Center (TMC) and several other ITS related projects. It is expected that the consultant will cooperate with the City of Visalia as well as their ITS contracted consultant to completely incorporate the City s plan within TCAG s Regional SDP. The Tulare County Urban Area Strategic Deployment Plan should also be consistent with the ITS architecture included in ITS plans throughout the San Joaquin Valley. Consultants shall provide a proposal to complete the scope of work described in attachment A at a cost of no more than $150,000 with the proposed services and costs per task provided. II. Selection Timeline February 16, 2016: March 29, 2016: May 16, 2016: June 15, 2016: July 1, 2016: Distribution of Request for Proposals Proposals Due to TCAG by 5:00 p.m. Consultant selection by TCAG Board (estimated) Finalize Contract (estimated) Work will begin (estimated) 1

3 III. Budget and Invoicing The Consultant shall provide a description of proposed plan methodologies and deliverables given a scope of work at a price not to exceed $150,000. The proposal shall include a breakdown of costs by project staff and individual tasks. If selected, invoices will be submitted with a breakdown of which tasks have been completed, the amount vs. budgeted ratio for each task, and the percentage of each task completed shall be submitted at the end of each month. All invoices shall include a description of work completed and the hourly rate and expenditures for each employee. Direct expenses shall include receipts or an acceptable form of backup. IV. Proposal Requirements 1. Experience and qualifications: Prospective consultants shall provide a summary description of the firm s overall qualifications for this project and previous experience on similar or related engagements. The proposal shall also provide a description of the qualifications and experience of key staff proposed for this project. For each key project staff that works on this project, the proposal must list the location of the office that the employee typically works. Failure to provide the requested information may disqualify a proposal. (8 page maximum) 2. Understanding of the Project: Prospective consultants shall include a brief narrative introducing the consultant's understanding of the project requirements. The contents of this section are to be determined by the respondent, but shall demonstrate understanding of the unique characteristics of this project and the requirements of the project in the scope of work contained in this request for proposals. Prospective consultants shall identify and state in the proposal the types of information it will need to complete the Scope of Services as outlined in Attachment A. (12 page maximum) 3. Project Personnel: Prospective consultants shall designate by name the project manager and primary professional staff to be employed. Primary professional staff shall include staff with a high number of proportionate hours performed on the project and specialized and/or technical staff. The selected consultant shall not substitute the project manager or key professional staff without the prior approval of the TCAG Executive Director. (3 pages maximum) 4. Subcontracting: If subcontractors are used, prospective consultants shall submit a description of each person and/or firm, the work to be done by each subcontractor, and the proposed budget for each person and/or firm. The TCAG Executive Director must approve all subcontractors and no work may be subcontracted nor the subcontractor changed without the prior approval of the TCAG Executive Director. (2 pages maximum per subcontractor) 2

4 5. References: Prospective consultants shall provide names, addresses and telephone numbers for three clients for whom the prospective firm has completed technical and management assignments of similar complexity to that proposed in this request. A brief summary statement for each assignment shall be provided, along with a description of the role the proposing firm had in project completion and/or implementation of said projects. Key project personnel shall also be included in references, with a minimum of one reference specific to key personnel proposed for work on this project. Previous projects for key personnel may include work performed outside of the proposing firm if necessary, and may necessitate additional listed references. At least one reference for each subcontracted person and/or firm shall be provided. (6 page maximum) 6. Methodology: Prospective consultants shall describe the overall approach to the project, specific techniques that will be used, and the specific administrative and operational management expertise that will be employed. A proposed schedule shall be included. The project schedule must be clearly stated with intermittent milestones. TCAG s preference is for delivery of the Administrative Draft SDP by November 1, 2016 and a project schedule ending with delivery of the Final SDP by December 1, Later completion dates will be considered. (15 pages maximum) 7. Conflict of Interest: Prospective consultants shall disclose any financial, business or other relationship with TCAG, any of the eight incorporated cities in Tulare County, the County of Tulare, or any of their officers or officials that may have an impact on the outcome of the project. The prospective consultant shall also list current clients who may have a financial interest in the outcome of the project. 8. Project Costs: Prospective consultants shall include cost details for the hourly labor rate, administrative and overhead rates and the profit rates as shown below for each staff working on the project. Sample Cost Proposal Title Hourly Rate Overhead Profit Project Manager Total Hourly Rate Professional Staff Other Staff The proposal shall include a cost breakdown of the expenses incurred for the 3

5 project by task, including the employee (with hours) to be assigned to each task, and the total cost of the project. 9. Signature: The proposal shall be signed by an official(s) authorized to bind the consultant and shall contain a statement to the effect that the proposal is a firm offer for a 90-day period. The proposal shall also provide the following: name, title, address, and telephone number of individuals with authority to negotiate and contractually bind the company. 10. Insurance Requirements: TCAG will require the selected consultant to obtain and maintain at its sole cost and expense insurance meeting the requirements set forth in Attachment E. The selected consultant shall maintain said insurance policies in effect during the term of the contract and shall cause all parties supplying services, labor, or materials to maintain insurance in amounts and coverage not less than those specified above. The consultant shall file certifications of this insurance with TCAG prior to commencement of its performance under this agreement and throughout its duration. 11. Harmless Clause: TCAG will require the successful consultant to hold harmless, defend and indemnify TCAG and the County of Tulare, their officers, employees and agents from any liability, claims, actions, costs, damages or losses, for injury, including death to any person, or damage to any property arising out of the consultant's services. 12. Ineligible Bidders: Each consultant shall certify that it is not included on the U.S. Comptroller General's Consolidated List of Persons or Firms Currently Debarred for Violations of Various Public Contracts Incorporating Labor Standards Provisions. Attachment B shall be properly completed and submitted with the proposal. 13. Title VI of the Civil Rights Act of 1964: The contractor agrees to comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964 (49 USC 2000d) and the regulations of the U.S. Department of Transportation issued thereunder in 49 CFR Part Equal Employment Opportunity: In connection with the performance of this contract, the contractor shall not discriminate against any employee or applicant for employment because of race, color, age, creed, 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 selection for training, including apprenticeship. 4

6 15. Disadvantaged Business Enterprise (DBE) Policy: It is the policy of the U.S. Department of Transportation that minority and women-owned business enterprises (hereby referred to as DBEs), as defined in 49 CFR Part 23, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with federal funds under this agreement. On May 18, 2009, The Tulare County Association of Governments adopted a DBE program goal of 13.5%, 6.75% of which is race-conscious, and 6.75% of which is race-neutral. DBE certification will be favorably considered in the selection process. If the prospective consultant is DBE certified, proof of current certification shall be included in the proposal. Certification will be from an agency authorized to make such determinations; i.e., Small Business Administration, State of California, etc. Certification will be reviewed and may not be accepted in the event of irregularities. The proposal must list the percentage of work (by cost expended) to be completed by DBE certified consulting firms, prime or sub-consultants. If the percentage is less than 13.5%, an explanation of the attempt and failure to meet this goal must be provided. Failure to provide the requested information may disqualify a proposal. 16. Attachments: Attachments A through F are attached herein. Attachments B-D must be included at the end of the submitted proposal. ATTACHMENT A: Scope of Services and Schedule ATTACHMENT B: Debarment and Suspension Certification ATTACHMENT C: DBE Participation ATTACHMENT D: Certification Concerning Workers Compensation Insurance ATTACHMENT E: Professional Services Contracts Insurance Requirements ATTACHMENT F: Sample Consultant Services Contract VI. Scoring Criteria, Submission and Selection 1. Selection of Successful Consultant: Selection of the successful consultant will be based on information provided in response to the Request for Proposals, information provided by former clients of the consultant for whom work of a similar scope has been done, and consideration of any exceptions taken to the RFP or taken to the proposed contract terms and conditions. Proposals submitted by each consultant will be evaluated separately based on how well each proposal meets the scoring criteria listed below. 5

7 CRITERIA POINTS THE PROPOSAL Comprehension of Project 10 Thoroughness of Proposal 20 Meeting the RFP Objectives 15 Project Delivery Time 5 CONSULTANT QUALIFICATIONS Qualifications and Experience 25 References 15 DBE Participation Level 5 COST Reasonableness of Cost 5 SUBTOTAL 100 Local Firm Local firms are required to meet both of the following: 1) Have a local office within Tulare County; and 2) Perform at least 51% of the work to be conducted by employees in the local office. TOTAL POSSIBLE (RFP) 105 INTERVIEW (tentative) Contract Award: The selected consultant shall execute a contract with TCAG after consultant selection approval. The official selection of the consultant, if any, will be made by TCAG at its May 16, 2016 or next available Board meeting. Unsuccessful proposals will be notified in writing. 3. Modification or Withdrawal of Proposals: Any proposal received prior to the due date and time specified may be withdrawn or modified by written request of the consultant. However to be considered, the final modified proposal shall be received by the date and time specified above. All verbal modifications of these conditions or provisions are void and ineffective for proposal evaluation purposes. Only written changes issued to consultants by the TCAG Executive Director are authorized and binding. 4. Selection Process: All proposals submitted in response to this request will be screened by a selection committee using the provided scoring criteria. Proposal opening does not constitute the awarding of a contract. The contract is not in force until it is awarded by the TCAG Board and executed by TCAG. a. TCAG may, during the evaluation process, request from any applicant additional information that TCAG deems necessary to determine the applicant s ability to perform the required services. If such information is requested, the 6

8 applicant shall be permitted three (3) working days to submit the information requested. b. TCAG reserves the right to select the applicant(s) that in its sole judgment best meets the needs of TCAG. The lowest proposed cost is not the sole criterion for recommending a contract award. TCAG reserves the right to reject any and all proposals and/or negotiate with another party or any other party directly. c. TCAG reserves the right to conduct an interview of qualified consultants. Consultants who will be interviewed, will be notified in writing by Friday, April 8, 2016 whether they will be interviewed on Thursday, April 14, If necessary, TCAG reserves the option to conduct the interview via Skype or other electronic medium as needed. 5. Rejection of Proposals: Failure to meet the requirements of the Request for Proposals will be cause for rejection of the proposal. TCAG may reject any proposal if it is conditional, incomplete, contains irregularities, or has inordinately high or low costs. TCAG reserves the right to reject any and all proposals without cause. TCAG may waive an immaterial deviation in a proposal when it determines that waiving a requirement is in the best interest of TCAG. Waiver of an immaterial deviation shall in no way modify the Request for Proposals documents or excuse the applicant from full compliance with the contract requirements, if the applicant is awarded the contract. 6. Public Record: All proposals submitted in response to this RFP shall become the exclusive property of TCAG. At such time as the selection committee recommends a proposal to the TCAG Board and such recommendation appears on the TCAG Board agenda, all proposals submitted in response to this RFP shall become a matter of public record and shall be regarded as public records. If there are any trade or proprietary secrets included by the consultant, the consultant may provide a different copy of the proposal that would be acceptable to release to the public. 7. Method of Payment: Payment to the selected consultant will be made upon successful completion of project tasks as invoiced by the consultant with a 10% retention withheld. Retention will be released at the completion of all tasks. Preaward expenses shall not be allowed. Cash advances will not be available. 7

9 VII. Proposal Submittal Proposals must be submitted by 5:00 pm on March 29, 2016 to the address below. Five bound copies and one electronic copy of each proposal should be submitted to:. Tulare County Association of Governments (TCAG) Attn: Mark Hays Senior Regional Planner 210 N. Church Street, Suite B Visalia, CA VIII. Questions Questions should be directed to Mark Hays by at MHays@tularecog.org. Questions must be in writing and will be accepted until 5:00 p.m. on Thursday, March 23, Replies to the written questions submitted will be posted on the TCAG website ( no later than 5:00 p.m. on Friday, March 25, Please check regularly for amendments or additional information on this RFP. Consultants that are applying are forbidden from contacting members of the Tulare County Association of Governments to discuss their proposal. Failure to comply with this requirement may cause your proposal to be denied without review 8

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11 ATTACHMENT A PROPOSED SCOPE OF WORK This scope of work represents the minimum requirements, however, TCAG expects the chosen consultant to exceed TCAG s expectations by utilizing one s expertise and years of transportation planning experience to expand upon the minimum requirements to completely meet and exceed the needs of TCAG. Therefore, based upon the interpretation of the study area s needs, each interested respondent should include additional or more detailed tasks in their proposal. Upon completion of the plan, TCAG will retain sole possession of all products produced during the development of the plan. Unless otherwise noted, all deliverables should be submitted in electronic format via . It should be expected that all deliverables will first be submitted as a draft and then as comments are received, be resubmitted as a final. The consultant shall be responsible for all meeting agendas and minutes. Background Tulare County is located in the southern portion of the San Joaquin Valley, and is comprised of 4,824 square miles. Approximately one third of its land area is in the Valley, with the remaining portion in the Sierra Nevada Mountains. The primary industry in the county is agriculture. Tulare County has led the nation in agricultural production for the last two years. The population of Tulare County is concentrated in the Valley with a population of approximately 459,446. The three most urbanized cities are Visalia, Tulare and Porterville, with populations of 130,753, 62,363 and 55,852 respectively. Together these three cities make up 54 percent of the County s population. Highway traffic in Tulare County is generally composed of farm-to-market, commuter, business, and recreational trips. With urbanization taking place in the County, an increasing percentage of trips are developing. The need for an integrated multi-mode system is critical for Tulare County and should be given a high priority. Based on the 2010 census the Visalia-Tulare urbanized area was determined to have exceeded the 200,000 threshold required for the local Metropolitan Planning Organization (MPO) to become a Transportation Management Area (TMA). Task 1 Project Initiation After the award of the contract, the consultant shall commence work on this project starting with project initiation activities within one week from the receipt of the 10

12 Notice to Proceed. A. Prepare an outreach plan to bring new stakeholders into the ITS planning and deployment process in order to reach consensus on the architecture and SDP. 1. Create awareness of the project. 2. Identify stakeholders and their needs and key objectives in the plan. a. The list of stakeholders should consist of different categories of stakeholders based on funding partners, operational partners, users, major regional stakeholders, and other stakeholders, from both public and private sectors. The consultant shall develop the list with guidance from TCAG, the Cities of Visalia, Tulare, Porterville, the County of Tulare, Caltrans and other agencies. 3. Identify champion stakeholders. B. Identify and update steering committee members, and develop a detailed project organizational chart. 1. The consultant shall propose governance structure, identify steering committee members, and develop committees with roles and responsibilities for approval. C. Develop detailed master project schedule. 1. The consultant shall develop a detailed master project schedule with key milestones and critical path clearly identified, taking into consideration key stakeholders requirements and timeline for each of the milestones and deliverables. 2. Identify key staff to be working on the project. Deliverable 1: A project Plan capturing the above information and defining success factors, risks and mitigating strategies, and other relevant issues that are critical to the project. Task 2 Data Gathering The consultant should collect all pertinent documents from stakeholders after the award of contract. The list of preliminary documents must be reviewed by the consultant so they can become familiar with the existing studies, systems, projects and plans of the primary stakeholder agencies. This task should include those documents included within the plan currently being developed by the City of Visalia. 11

13 Deliverable 2: A detailed listing of existing studies, systems, projects and plans including their webpage links. Task 3 Assessment of the 2001 Visalia-Tulare-Goshen Focused Urban Area ITS Development Plan Lessons learned This task will involve contacting stakeholder agencies via phone or . Deliverable 3: Report detailing the successes and lessons learned of the 2001 Visalia-Tulare- Goshen Focused Urban Area ITS Development Plan. Task 4 Update and Expand Regional ITS Inventories This task will involve updating the regional ITS inventories and the status of projects from the 2001 Visalia-Tulare-Goshen Focused Urban Area ITS Development Plan as well as expanding that plan to include the city of Porterville. All inventories contained within the Strategic Deployment Plan currently being developed by the City of Visalia should also be included. The consultant shall ensure that updated and expanded ITS inventory elements are consistent with all local ITS architectures as well as the eight counties within the San Joaquin Valley. The consultant shall provide a geographical representation of all existing and planned projects as GIS shapefiles. Deliverable 4: A Technical Memo documenting the ITS inventory and a map illustrating locations. The ITS inventory and map will be used in the stakeholder consultation workshop in Task 5. Task 5 Stakeholder Consultation/Identify ITS Needs, Vision, Goals, and Objectives The consultant will update and expand the regional ITS Vision and Goals by interviewing stakeholders, and reviewing existing visions, goals, and objectives. The consultant shall prepare the material for and conduct a one-day workshop for stakeholders. The presentation should include: o o o o o o Overview of the project Proposed project schedule Description of ITS, the value of the update, and how it will impact and benefit each of the stakeholder groups Brief overview of process to be followed in developing the ITS regional architecture Generate, discuss and assess needs, problems, concerns, goals, and objectives Discuss details of how these needs, problems, and concerns can be addressed 12

14 o Obtain feedback from agencies in terms of specific issues and their priorities The consultant will be required to follow up with agencies to finalize their input. To facilitate this, the consultant will develop on-line surveys accessible with a link from TCAG s website that will be used to support these activities. Deliverable 5: A report summarizing stakeholder visions, goals, objectives and needs. These goals and objectives must be inclusive of and consistent with those of TCAG s 2040 RTP. Task 6 Develop Key Regional ITS Strategies Within the over-arching goals and objectives of the plan, key regional strategies shall be developed to achieve them. Specifically: The regional ITS strategies shall be developed to address each of the regional ITS goals and objectives, consistent with the needs. The strategies used within the Tulare County ITS SDP should integrate with and be compatible with the strategies for the ITS SDP being developed by the City of Visalia. Deliverable 6: Report that addresses ITS strategies for the short, medium and long term for the region. Task 7 Determine Specific Needs, ITS Service Packages & Elements based on Strategies Equipped with information and needs obtained from previous tasks, the consultant shall document and group the Specific Needs in accordance with the ITS Architecture. They should be compatible with the specific needs, ITS service packages and elements within Visalia s SDC. Deliverable 7: A technical report that provides a Regional Consolidated Needs Assessment Summary in the contexts of Specific Needs & Service Packages. Task 8 Define Operational Roles and Responsibilities Consistent with Regional Vision, Goals, Objectives, and Strategies This task identifies specific operational roles and responsibilities on the part of the operating agencies that must be done to reach the goals and objectives defined earlier. Visalia s ITS SDC must be considered during this task. Specifically, the operational roles and responsibilities include but are not limited to: o o o Provide information to road users Regulate commercial vehicles Regional data sharing and integrated multi-modal management etc. Deliverable 8: A technical report of Task 8 13

15 Task 9 Determine the Functional Requirements This task determines the functional requirements, based on the service packages and inventory elements for the region. Deliverable 9: A technical report of Task 9 Task 10 Prepare Regional ITS Architecture The consultant shall develop and prepare the Regional ITS Architecture consistent with regional needs and strategies, in compliance with FHWA Rule and Part V of the FTA National ITS Architecture Policy on Transit Projects. The consultant shall use the latest version of the National ITS Architecture (Currently Version 7.1) and the corresponding Turbo Architecture software tool (available free from FHWA). Deliverable 10: An electronic copy of the Turbo Architecture database. Task 11 Develop an Architecture Use Plan o Procedures and responsibilities for architecture maintenance o Mechanisms for identifying and reporting architecture changes o Propose funding considerations o Provide guidance to the use of the Regional ITS Architecture, particularly for planned ITS projects. Deliverable 11: Step by step instructions and guidance for how the architecture is used to support project programming and implementation by operating agencies in the county. Consultant should work with the City of Visalia and/or its SDC consultant to develop a plan whereby maintenance and reporting changes to the system are minimized. Task 12 Develop Regional Strategic Deployment Plan The consultant will incorporate all of the previous tasks into the final Strategic Deployment Plan This document will include: o ITS Vision o Performance Criteria o Projects grouped in short, medium, and long term timeframes o Expected measurable benefits o Anticipated capital costs and operations and maintenance costs 14

16 o Regional ITS Architecture Scope of the architecture Relationship to planning goals and objectives Stakeholders Inventory of systems Customized service packages Operational Concept Functional requirements Standards identification List of agreements The consultant will also design an executive summary as a fold-up handout in a format that can be easily printed. Deliverable 12: Six hard copies and one electronic copy of the draft SDP Ten hard copies and ten copies on CD of the final SDP Fifty hard copies and one electronic copy of the executive summary Two copies on CD of all source files Task 13 ITS website for Regional Stakeholders Develop materials from the ITS Strategic Deployment Plan to be on the TCAG website to promote ITS. The consultant will provide updated information to TCAG to upload onto TCAG s website. The consultant will supply the following information for placement on the website: o Background and overview of the project o Stakeholder roster o Meeting agendas and minutes o ITS architecture components (scope, planning, stakeholders, inventory, service packages, operational concept, requirements, interfaces, standards, agreements and projects) o Executive summary of the Tulare County ITS Strategic Deployment Plan o Glossary o Related links o A means for stakeholders to offer comments and feedback Deliverable 13: Assistance developing an ITS webpage on TCAG s website with links to the Regional Architecture along with all relevant reports and information. Task 14 Presentations o Prepare two Powerpoint presentations of the overall ITS strategic plan for the key stakeholders use, one on the executive summary and one on the 15

17 overall Plan. o Present the overall Final Plan presentation to the TCAG Board and Transportation Technical Advisory Committee. Deliverables 14: Two PowerPoint presentations presented three times. 16

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19 ATTACHMENT B TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29 DEBARMENT AND SUSPENSION CERTIFICATION The Consultant, under penalty of perjury, certifies that, except as noted below, he/she or any person associated therewith in the capacity of owner, partner, director, officer, manager: Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended debarred, voluntarily excluded or determined ineligible by any federal agency within the past 3 years; does not have a proposed debarment pending; and has not been indicated, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past 3 years. If there are any exceptions to this certification, insert the exceptions in the following space. Exceptions will not necessarily result in denial of award, but will be considered in determining bidder responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of actions. Consultant Date 18

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21 ATTACHMENT C DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION The following stated percent (%) of total cost that will be compensation paid to DBE firms. % DBE Participation: DBE Company Address The undersigned hereby certifies that the foregoing statements and information are true and correct. Date: Name of Contractor: By: Title: *DBE Certificate(s) must be included with proposal submission. 20

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23 ATTACHMENT D CERTIFICATION CONCERNING WORKERS' COMPENSATION INSURANCE STATE OF CALIFORNIA ) ) COUNTY OF TULARE ) I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Contract. Date CONTRACTOR 22

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25 ATTACHMENT E PROFESSIONAL SERVICES CONTRACTS INSURANCE REQUIREMENTS PROFESSIONAL SERVICES CONTRACTS INSURANCE REQUIREMENTS CONTRACTOR shall provide and maintain insurance for the duration of this Agreement against claims for injuries to persons and damage to property which may arise from, or in connection with, performance under the Agreement by the CONTRACTOR, his agents, representatives, employees and subcontractors, if applicable. A. Minimum Scope & Limits of Insurance 1. Insurance Services Office Commercial General Liability coverage of $1,000,000 combined single Limit per occurrence (occurrence Form CG 00 01). If an annual aggregate applies it must be no less than $2,000, Insurance Services Office Form Number CA covering Automobile Liability, (any auto) of $1,000,000 per occurrence. If an annual aggregate applies it must be no less than $2,000, Workers Compensation insurance as required by the State of California, with Statutory Limits, and Employer s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriate to the CONTRACTOR S profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. B. Specific Provisions of the Certificate 1. CONTRACTOR must submit endorsements to the General Liability and Auto Liability reflecting the following provisions: a. The COUNTY, its officers, agents, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired or borrowed by the CONTRACTOR. b. For any claims related to this project, the CONTRACTOR s insurance coverage shall be primary insurance as respects the COUNTY, its officers, agents, officials, employees and volunteers. Any insurance or self- insurance maintained by the COUNTY, its officers, agents, officials, employees or volunteers shall be excess 24

26 of the CONTRACTOR s insurance and shall not contribute with it. c. Each insurance policy required by this agreement shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice has been provided to the County. 2. The Workers Compensation policy shall be endorsed with a waiver of subrogation in favor of the COUNTY for all work performed by the CONTRACTOR, its employees, agents and subcontractors. a. Waiver of Subrogation. The workers compensation policy shall be endorsed with a waiver of subrogation in favor of the COUNTY for all work performed by the contractor, its employees, agents and subcontractors. CONTRACTOR waives all rights against the County and its officers, agents, official, employees and volunteers for recovery of damages to the extent these damages are covered by the workers compensation and employers liability. C. Deductibles and Self-Insured Retentions The COUNTY Risk Manager must approve any deductible or self-insured retention that exceeds $100,000. D. Acceptability of Insurance Insurance must be placed with insurers with a current rating given by A.M. Best and Company of no less than A(-):VII and a Standard & Poor s Rating (if rated) of at least BBB and from a company approved by the Department of Insurance to conduct business in California. Any waiver of these standards is subject to approval by the County Risk Manager. E. Claims Made Form If any of the required insurance is written on a claims made form, the retroactive date must be before the date of the contract or the beginning of the contract work and must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work. F. Ver ification of Cover age Prior to approval of this Agreement by the COUNTY, the CONTRACTOR shall file with the submitting department, certificates of insurance with original endorsements effecting coverage and a copy of the declarations page from the policy in effect in a form acceptable to the COUNTY. Endorsements must be signed by persons authorized to bind coverage on behalf of the insurer. The COUNTY reserves the right to require certified copies of all required insurance policies at any time. 25

27 ATTACHMENT F SAMPLE CONSULTANT CONTRACT AGREEMENT I. INTRODUCTION THIS AGREEMENT, is entered into as of October 22, 2012, between the Tulare County Association of Governments, referred to as TCAG, and Rincon Consultants, Inc., referred to as CONTRACTOR, whose office is located at 1530 Monterey Street, Suite D, San Luis Obispo, California 93401, with reference to the following: II. RECITALS A. TCAG released a Request for Proposals (RFP) for preparation of the Environmental Impact Report for the 2014 Tulare County Regional Transportation Plan and Additional On-Call Environmental Services (As Needed) for Fiscal Year (FY) 2012/13 and 2013/14 on August 9th, 2012, for a budgeted amount of $100,000 and an additional amount of $25,000 with written approval of TCAG and additional budget authority; and B. A proposal was submitted by Rincon Consultants, Inc to provide said services within the budgeted amount; and C. On October 15, the TCAG Board approved Rincon Consultants, Inc. to prepare the EIR for the 2014 RTP and Additional On-Call Environmental Services (As Needed). ACCORDINGLY, IT IS AGREED: III. SPECIFIC TERMS TERM: This Agreement shall become effective as of and shall expire at 11:59 PM on June 30, 2014 unless otherwise terminated as provided in this Agreement. SERVICES TO BE PERFORMED: See attached EXHIBIT A PROJECT STAFF: See attached EXHIBIT B SCHEDULE & DELIVERABLES: See attached EXHIBIT C CONTRACT BUDGET: See attached EXHIBIT D DEBARMENT & SUSPENSION CERTIFICATION: See attached EXHIBIT E 7. INSURANCE REQUIREMENTS: See attached EXHIBIT F 26

28 8. INDEPENDENT CONTRACTOR STATUS: IV. GENERAL TERMS This Agreement is entered into by both parties with the express understanding that CONTRACTOR will perform all services required under this Agreement as an independent contractor. Nothing in this Agreement shall be construed to constitute the CONTRACTOR or any of its agents, employees or officers as an agent, employee or officer of TCAG. CONTRACTOR agrees to advise everyone it assigns or hires to perform any duty under this agreement that they are not employees of TCAG. Subject to any performance criteria contained in this Agreement, CONTRACTOR shall be solely responsible for determining the means and methods of performing the specified services and TCAG shall have no right to control or exercise any supervision over CONTRACTOR as to how the services will be performed. As CONTRACTOR is not TCAG'S employee, CONTRACTOR is responsible for paying all required state and federal taxes. In particular, TCAG will not: Withhold FICA (Social Security) from CONTRACTOR'S payments. Make state or federal unemployment insurance contributions on CONTRACTOR'S behalf. Withhold state or federal income tax from payments to CONTRACTOR. Make disability insurance contributions on behalf of CONTRACTOR. Obtain unemployment compensation insurance on behalf of CONTRACTOR. Notwithstanding this independent contractor relationship, TCAG shall have the right to monitor and evaluate the performance of CONTRACTOR to assure compliance with this Agreement. COMPLIANCE WITH LAW: CONTRACTOR shall provide services in accordance with applicable Federal, State, and local laws, regulations and directives. With respect to CONTRACTOR'S employees, CONTRACTOR shall comply with all laws and regulations pertaining to wages and hours, state and federal income tax, unemployment insurance, Social Security, disability insurance, workers' compensation insurance, and discrimination in employment. GOVERNING LAW: This Agreement shall be interpreted and governed under the laws of the State of California without reference to California conflicts of law principles. The parties agree that this contract is made in and shall be performed in Tulare County California. RECORDS AND AUDIT: CONTRACTOR shall maintain complete and accurate records with respect to the services rendered and the costs incurred under this Agreement. In addition, CONTRACTOR shall establish and maintain an accounting system with accurate records with respect to any payments to employees or subcontractors. All such records shall be prepared in accordance with Generally Accepted Accounting Principles (GAAP) to support Requests for Reimbursement which segregate and accumulate the costs of work elements by line item and produce Quarterly Reports which 27

29 clearly identify reimbursable costs and other expenditures by Overall Work Program work elements. Records shall also be clearly identified and shall be kept readily accessible. Upon request, CONTRACTOR shall make such records available within Tulare County to the Auditor of Tulare County and to his agents and representatives, for the purpose of auditing and/or copying such records for a period of five (5) years from the date of final payment under this Agreement CONFLICT OF INTEREST: (a) CONTRACTOR agrees to, at all times during the performance of this Agreement, comply with the law of the State of California regarding conflicts of interests and appearance of conflicts of interests, including, but not limited to Government Code Section 1090 et seq., and the Political Reform Act, Government Code Section et seq. and regulations promulgated pursuant thereto by the California Fair Political Practices Commission. The statutes, regulations and laws previously referenced include, but are not limited to, prohibitions against any public officer or employee, including CONTRACTOR for this purpose, from making any decision on behalf of TCAG in which such officer, employee or consultant/contractor has a direct or indirect financial interest. A violation can occur if the public officer, employee or consultant/contractor participates in or influences any TCAG decision which has the potential to confer any pecuniary benefit on CONTRACTOR or any business firm in which CONTRACTOR has an interest, with certain narrow exceptions. (b) CONTRACTOR agrees that if any facts come to its attention which raise any questions as to the applicability of conflicts of interests laws, it will immediately inform the TCAG designated representative and provide all information needed for resolution of this question. INSURANCE: Prior to approval of this Agreement by TCAG, CONTRACTOR shall file with TCAG evidence of the required insurance as set forth in EXHIBIT F attached. Consultant shall provide and maintain insurance throughout the duration of the agreement. INDEMNIFICATION: CONTRACTOR shall hold harmless, defend and indemnify TCAG, its agents, officers and employees for claims that arise out of, pertain to, or relate to the contractor. To the extent that TCAG treats CONTRACTOR as an Independent Contractor this indemnification specifically includes any claims that may be made against TCAG by any taxing authority asserting that an employeremployee relationship exists by reason of this Agreement, and any claims made against TCAG alleging civil rights violations by CONTRACTOR under Government Code sections et seq. (California Fair Employment and Housing Act), and any fines or penalties imposed on TCAG for CONTRACTORS failure to provide form DE-542, when applicable. This indemnification obligation shall continue beyond the term of this Agreement as to any negligent acts or omissions occurring under this Agreement or any extension of this Agreement. TERMINATION: Without Cause: TCAG will have the right to terminate this Agreement without cause by giving thirty (30) days prior written notice of intention to terminate pursuant to this provision, specifying the date of termination. TCAG will pay to the CONTRACTOR the compensation earned for work performed and not previously paid for to the date of termination. TCAG will not pay lost anticipated profits or other economic loss. The payment of such compensation is subject to the restrictions on payment of compensation otherwise provided in this Agreement, and is conditioned upon receipt from 28

30 CONTRACTOR of any and all plans, specifications and estimates, and other documents prepared by CONTRACTOR in accordance with this Agreement. No sanctions will be imposed. (b) With Cause: This Agreement may be terminated by either party should the other party: (1) be adjudged a bankrupt, or (2) become insolvent or have a receiver appointed, or (3) make a general assignment for the benefit of creditors, or (4) suffer any judgment which remains unsatisfied for 30 days, and which would substantively impair the ability of the judgment debtor to perform under this Agreement, or (5) materially breach this Agreement, or (6) material misrepresentation, either by CONTRACTOR or anyone acting on CONTRACTOR s behalf, as to any matter related in any way to TCAG s retention of CONTRACTOR, or (7) other misconduct or circumstances which, in the sole discretion of the TCAG, either impair the ability of CONTRACTOR to competently provide the services under this Agreement, or expose the TCAG to an unreasonable risk of liability. TCAG will pay to the CONTRACTOR the compensation earned for work performed and not previously paid for to the date of termination. The payment of such compensation is subject to the restrictions on payment of compensation otherwise provided in this Agreement, and is conditioned upon receipt from CONTRACTOR of any and all plans, specifications and estimates, and other documents prepared by CONTRACTOR by the date of termination in accordance with this Agreement. TCAG will not pay lost anticipated profits or other economic loss, nor will TCAG pay compensation or make reimbursement to cure a breach arising out of or resulting from such termination. If this Agreement is terminated and the expense of finishing the CONTRACTOR s scope of work exceeds the unpaid balance of the agreement, the CONTRACTOR must pay the difference to TCAG. Sanctions taken will be possible rejection of future proposals based on specific causes of non performance. (c) Effects of Termination: Expiration or termination of this Agreement shall not terminate any obligations to indemnify, to maintain and make available any records pertaining to the Agreement, to cooperate with any audit, to be subject to offset, or to make any reports of pre-termination contract activities. Where CONTRACTOR s services have been terminated by TCAG, said termination will not affect any rights of the TCAG to recover damages against the CONTRACTOR. (d) Suspension of Performance: Independent of any right to terminate this Agreement, the authorized representative of TCAG for which CONTRACTOR s services are to be performed, may immediately suspend performance by CONTRACTOR, in whole or in part, in response to health, safety or financial emergency, or a failure or refusal by CONTRACTOR to comply with the provisions of this Agreement, until such time as the cause for suspension is resolved, or a notice of termination becomes effective. (e) It is mutually agreed that if the appropriate Fiscal Year Overall Work Program which allows the funding for the services does not appropriate sufficient funds, TCAG shall have the option to either cancel this agreement with no liability occurring to TCAG, or offer an agreement amendment to CONTRACTOR to reflect the reduced amount. In this event, TCAG shall have no liability to pay any 29

31 funds whatsoever to CONTRACTOR or to furnish any other considerations under this Agreement and CONTRACTOR shall not be obligated to perform any provisions of this agreement. LOSS OF FUNDING: It is understood and agreed that if the funding is either discontinued or reduced for this project for TCAG, that TCAG shall have the right to immediately terminate this Agreement. In such event, the affected party shall provide the other party with written notice of such termination. SOFTWARE WARRANTY: CONTRACTOR warrants that any software furnished hereunder, or any software used by it to perform the services to be provided under this Agreement, will continue processing accurately for the term of this Agreement and any extension thereof and that the use of said software will not cause incorrect scheduling or reporting or other improper operations or results. FORM DE-542: CONTRACTOR acknowledges that this Agreement is subject to filing obligations pursuant to Unemployment Insurance Code Section Accordingly, TCAG has an obligation to file a report with the Employment Development Department, which report will include the CONTRACTOR s full name, social security number, address, the date this contract was executed, the total amount of the contract, the contract s expiration date or whether it is ongoing. CONTRACTOR agrees to cooperate with TCAG to make such information available and to complete Form DE Failure to provide the required information may, at TCAG s option, prevent approval of this Agreement, or be grounds for termination by TCAG. NOTICES: (a) Except as may be otherwise required by law, any notice to be given shall be written and shall be either personally delivered, sent by facsimile transmission or sent by first class mail, postage prepaid and addressed as follows: TCAG: With A Copy To: Phone No.: Fax No.: CONTRACTOR: Phone No.: Fax No.: (b) Notice personally delivered is effective when delivered. Notice sent by facsimile transmission is deemed to be received upon successful transmission. Notice sent by first class mail shall be deemed received on the fifth day after the date of mailing. Either party may change the above address by giving written notice pursuant to this paragraph. 30

32 20. STAFFING: shall be the Principal in Charge and the Project Manager performing the service under this Agreement. The Project Manager shall not be replaced without prior written approval from the Executive Director of TCAG. 21. ASSIGNMENT/SUBCONTRACTING: The Consultant shall supervise subcontractors of to be assigned to the following elements:. Other subconsultants shall not be utilized without prior written approval from the Executive Director of TCAG. 22. DISPUTE RESOLUTION: If a dispute arises out of or relating to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by non-binding mediation before resorting to litigation or some other dispute resolution procedure, unless the parties mutually agree otherwise. The mediator shall be mutually selected by the parties, but in case of disagreement, the mediator shall be selected by lot from among two nominations provided by each party. All costs and fees required by the mediator shall be split equally by the parties, otherwise each party shall bear its own costs of mediation. If mediation fails to resolve the dispute within 30 days, either party may pursue litigation to resolve the dispute. 23. FURTHER ASSURANCES: Each party will execute any additional documents and perform any further acts that may be reasonably required to effect the purposes of this Agreement. CONSTRUCTION: This Agreement reflects the contributions of all undersigned parties and accordingly the provisions of Civil Code section 1654 shall not apply to address and interpret any alleged uncertainty or ambiguity. 25. CONTRACT COSTS AND REIMBUSEMENTS: (a)for services rendered the CONTRACTOR may bill and receive up to $, to be billed in accordance with Exhibit D, the budget. The total sum billed for services specified in Exhibit A, Scope of Work, under this contract may not exceed the fixed price total of $, including all costs, overhead, and fixed fee expenses. Such billings up to the specified amount shall constitute full and complete compensation for amendments to the individual categories within the said Budget must be approved in advance by TCAG. (b)progress Payments and Reports Progress payments are authorized under this contract. Progress billings in arrears may be submitted as often as monthly. Written progress reports shall accompany each billing and shall specify the percentage of contract work completed. (c)billing Format and Content Requisitions for payment shall refer to Work Element, or as may be specified in a written notice by TCAG. All billings shall be in the same format as Exhibit D budget. Invoices shall indicate the percent complete for each task. The final invoice shall be supported by a contract Budget Worksheet, a sample of which shall accompany this Agreement. (d)contract Completion Retainer Ten (10) percent shall be retained from each contract billing until the completion of the contract. This retention will be released to the contractor within 30 31