REQUEST FOR PROPOSALS FOR. CONSTRUCTION MANAGEMENT SERVICES New Construction Program

Transcription

1 REQUEST FOR PROPOSALS FOR CONSTRUCTION MANAGEMENT SERVICES New Construction Program LOS ANGELES UNIFIED SCHOOL DISTRICT FACILITIES SERVICES DIVISION March 15, 2002

2 REQUEST FOR PROPOSALS FOR CONSTRUCTION MANAGEMENT SERVICES New Construction Program LOS ANGELES UNIFIED SCHOOL DISTRICT FACILITIES SERVICES DIVISION IMPORTANT INITIAL INFORMATION RELEASE OF FACILITIES RFP MARCH 15, 2002 MANDATORY PRE-PROPOSAL CONFERENCE 11:00 a.m., MARCH 22, 2002 Webster Middle School Auditorium W. Graham Place Los Angeles, CA DIRECTIONS TO WEBSTER MIDDLE SCHOOL Intersection of National Blvd. and Sepulveda Blvd West on National Blvd., 0.2 mile to Sawtelle Blvd. Right (North) two blocks to Graham Place Left ½ block For parking enter on Sawtelle side of school Overflow parking will be provided on the P.E. field Kindly do not telephone the school for directions SUBMITTALS DUE AT FACILITIES DIVISION OFFICE APRIL 5, COPIES, NO LATER THAN 3:00 P.M. ADDRESS FOR SUBMITTALS Los Angeles Unified School District Facilities Services Division 355 S. Grand Avenue, 6 th Floor Los Angeles, CA Attn: CAROLINE MUNOZ CONTRACT BEGIN DATE JUNE 17, 2002 RFP 2

3 REQUEST FOR PROPOSALS FOR CONSTRUCTION MANAGEMENT SERVICES New Construction Program LOS ANGELES UNIFIED SCHOOL DISTRICT FACILITIES SERVICES DIVISION TABLE OF CONTENTS PAGES 1. REQUEST FOR PROPOSALS ATTACHMENT A (DRAFT CONTRACT) A. EXHIBIT A (SCOPE OF SERVICES; CM POSITIONS AND REQUIREMENTS).. 6 B. EXHIBIT B ( TYPICAL LOCATION and STAFFING ESTIMATES).. C. EXHIBIT C (SEALED COST PROPOSAL) 1 D. EXHIBIT D (SAMPLE WORK AUTHORIZATION).. 2 E. EXHIBIT E (ADDITIONAL GENERAL TERMS AND CONDITIONS) 3 F. EXHIBIT F (LAUSD CODE OF CONDUCT) ATTACHMENT B (SELECTION CRITERIA). 1 RFP 3

4 REQUEST FOR PROPOSALS FOR CONSTRUCTION MANAGEMENT SERVICES New Construction Program LOS ANGELES UNIFIED SCHOOL DISTRICT FACILITIES SERVICES DIVISION 1.0 Introduction The Los Angeles Unified School District (LAUSD) is soliciting proposals from qualified firms for Construction Management (CM) Services for the $3 billion new construction program to be accomplished during the period of July 2002 through June LAUSD intends to award multiple contracts under this solicitation to the most qualified firms for the services described herein. CM firms will be selected to provide services at the Facilities Services Division (Division) office and at project field offices. Construction projects are currently under various stages of construction, design and planning. LAUSD requires services for design management, pre-bid functions, and construction contract administration. This does not include the modernization program, which is managed by a separate group within LAUSD s Facilities Services Division. The scope of services, as well as the positions necessary to provide these services, are detailed in Attachment A (Draft Contract), Exhibit A. 1.1 Background LAUSD is in the process of implementing an aggressive new construction program, funded by a variety of state and local programs, to deliver 76,831 seats at 158 new schools, additions and playgrounds by These are critically needed seats required to provide sufficient seats for the anticipated growth and to reduce the number of students currently bused out of their neighborhoods due to lack of available classrooms in their neighborhood schools. 3 schools have been completed, with 6 currently under construction. 64% of the designs are completed, with 35 project sites acquired or under contract for acquisition. 34 projects are scheduled to bid for construction in the next 120 days. All projects are anticipated to be under construction by the first quarter of The extent of the program is clearly outlined in the Strategic Execution Plan and can be found on the LAUSD website: RFP 4

5 CM firms will be selected to manage individual projects at field offices (or in some cases, groups of projects strategically bundled for geographic location and schedule) and at the Division office as extension of LAUSD staff. LAUSD intends to enter into contracts with qualified firms per the schedule presented in Section 5.0, Schedule of Events. 2.0 Pre-proposal Conference A mandatory Pre-proposal Conference is scheduled for March 22, 2002 at Webster Middle School Auditorium, located at W. Graham Place, Los Angeles, CA at 11:00 AM. Written proposals (Submittals) will only be accepted from proposers who are represented at this meeting. District will review the RFP and answer related questions at this meeting. 3.0 Selection Procedure and Criteria LAUSD will review Submittals and invite the best qualified CM firms to interviews. LAUSD will appoint Submittal Selection Panel(s) to review each Submittal and develop an Interview List. The Interview Panel will interview invited firms and make selection recommendations to the Chief Executive of Facilities Services Division. After completing selections, LAUSD will enter into negotiations with selected firms. Final approval of the selected firms, and the associated contracts, is by the LAUSD Board of Education. Depending on the number of responses, LAUSD may choose to combine the Submittal Review and Interview Panels. LAUSD reserves the right to not hold interviews and make the selection based solely on review of the Submittals. Submittals will be assessed using the criteria identified in RFP Attachment B, Selection Criteria. 4.0 Submittal Submission Requirements Submittals that do not meet Submission Requirements are subject to rejection. 4.1 General Requirements Economy of Presentation Submittals must address the requirements of the RFP in the exact order set forth below in Section 4.2. They should be as concise as possible and shall not contain any promotional, advertising or display materials. Clarity of expression and logical organization are highly valued. Submittals shall directly address the scope of services and the position requirements detailed in Exhibit A. Resumes RFP 5

6 Provide resumes for each position listed for specific projects and the Division office as listed in Exhibit B, Projects. Proprietary Information Any proprietary information that respondents wish to keep confidential must be clearly so identified in the Submittals. LAUSD shall not be responsible for any unintentional disclosure of the confidential information. 4.2 Format of Submittals Submittals shall be organized in the following order: Transmittal Letter Submittals shall contain a one page transmittal letter with the following information: Name of the CM firm and contact information Certification stating I certify under penalty of perjury that all the responses contained herein are true and correct. Printed name and signature of person authorized to obligate the CM firm. Title Page: Indicate the name of the firm, its address, telephone and fax numbers, and contact person. Table of Contents: Include a clear identification of the Submittal by section and page number. The sequencing of the Submittal sections shall be: I. GSA SF 254 and GSA SF255 (see Section 4.3) II. III. Technical and Business Experience of the Firm a. Demonstrated Management and Organization b. Experience with School Projects c. References of Past Clients (see Section 4.3) d. Financial State of Firm (see Section 4.3) Qualification of Proposed Personnel a. Qualifications and Relevant Individual Experience b. Relevant Qualifications of Key Members RFP 6

7 IV. Professionalism and Team Balance a. Experience in Project Management, Construction Management, Cost Controls (Expedition), and Project Scheduling (Primavera Project Planner) V. Additional Data (see Section 4.3) VI. Insurance (see Section 4.3) VIII. Hourly Rate Proposal (see Section 4.3) 4.3 Contents of Submittal Following are details of seven items referenced in Section 4.2 above GSA SF 254 and GSA SF255 (for forms see standard forms) As referenced above, provide completed General Services Administration SF 254 and SF 255 for the CM firm and for each proposed position and include the following information if not included in the form: a. How long has the firm been in existence? b. State whether the firm is local, national or international. c. Give the location of the firm s main office and any local offices in Southern California. d. State whether the firm is an individual proprietorship, partnership, corporation or joint venture, etc. e. Describe the range of services performed by the firm. f. Provide the name, title, experience and qualifications of the officers, directors and owners of the firm. g. Give the name(s) of the person(s) who will be authorized to make representations for the firm, their titles, addresses and telephone numbers. h. Does the proposed team include veteran, small, disadvantaged, minority or women-owned business enterprises? References As referenced above, each firm must include the following references. Show names of agencies, contact name(s), and phone number(s) of persons regarding the specified project. a. List services performed for California public school districts, state and local public agencies, and when performed. b. List similar services performed for at least five additional organizations and when performed. RFP 7

8 c. List additional references, if desired. d. List accounts lost by the firm in the last three years Financial State of Firm As referenced above, provide either an audited or reviewed financial statement prepared by an independent CPA licensed in the State of California or licensed in the state of the firm s principal place of business. In addition, corporations must submit a copy of the Certificate of Status issued by the State of California Secretary of State. Status may be either for a domestic corporation or foreign corporation, if incorporated in the state other than California Specific experience with LAUSD or other California school districts should be clearly noted, as well as date of availability of staff and ability to commit to duration of project. If proposed personnel are currently working on an LAUSD new schools project, please state current and proposed role, if different Additional Data As referenced above, information deemed necessary, beyond that required by this RFP, should be restricted to this section. If there is no additional information to present, state in this section: There is no additional information we wish to Insurance Contractor shall provide and maintain at its own expense, during the term of the agreement entered into as a result of this RFP, the following programs of insurance covering its operations hereunder. a. Liability Comprehensive General Liability in an amount not less than $5 million per occurance. Policy shall be provided by insurer(s) acceptable to the District and shall name District as an additional insured. b. Worker s Compensation A program of workers compensation insurance which meets all applicable requirements of the Labor Code of the State of California, including Employers Liability with a limit of no less than $5 million, and which specifically covers all persons providing services on behalf of Contractor and all risks to such persons under this agreement. c. Auto Liability Coverage in an amount and from a carrier acceptable to the District shall be required for all owned, and non-owned, and hired vehicles. d. Proof of Insurance RFP 8

9 Certificates of the above required insurance shall be included with the Proposal. Failure to procure or maintain the required insurance may be grounds for rejection of Proposal, or for termination of any contract entered into as a result of this RFP. Please see Attachment A (Draft Contract), Section 14, for additional insurance related information Cost and Time Summary As referenced above, provide an hourly rate cost proposal in the format specified in Exhibit C, Hourly Rates. LAUSD will follow the applicable portions of Code of Federal Regulation Title 48 (Federal Acquisition Regulations), Part 31, Contract Cost Principles and Procedures in all matters pertaining to price and cost for Agreement to be entered as a result of this solicitation. 5.0 Schedule of Events The following is the anticipated schedule of events for this RFP. All dates are tentative. Distribution of RFP March 15, 2002 Mandatory pre-proposal conference March 22, 2002 Submittals due (10 copies) April 5, 2002 Selected firms invited for interviews April 18, 2002 Final recommendations; begin negotiations May 3, 2002 Contracts signed by CM firms May17, 2002 Contracts begin date June 17, Address for Submittals A total of ten (10) copies of the proposal should be submitted no later than 3:00 p.m. on April 5, 2002 to: Los Angeles Unified School District Facilities Services Division 355 S. Grand Avenue, Floor 6 Los Angeles, CA Attention: Caroline Munoz Submittals will be time and date stamped upon receipt. Submittals received after the time and date indicated will not be accepted. 7.0 Information RFP 9

10 For information regarding this RFP, contact Mike Scinto, Director Technical Support, School Building & Planning Division, LAUSD, at RFP 10

11 ATTACHMENT A DRAFT CONTRACT (subject to modification) Construction Management Services Agreement between the Los Angeles Unified School District of Los Angeles County And SUCCESSFUL CONSTRUCTION MANAGEMENT FIRM June 17, 2002 AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES New Construction Program

12 TABLE OF CONTENTS 1. PERIOD OF AGREEMENT DEFINITIONS SCOPE RELATIONSHIP OF THE PARTIES NOTICE TO PROCEED TERMINATION CM FIRM S RESPONSIBLILTIES CHANGES TO WORK AUTHORIZATION CM STAFF COMPENSATION COST PRINCIPLES STANDARD OF CARE INDEMNIFICATION INSURANCE ACCIDENT REPORTS CLAIMS AND DISPUTES ACCESS TO CMS AND CMS RECORDS OWNERSHIP OF DOCUMENTS RELEASE OF INFORMATION APPLICABLE LAWS AND POLICIES ASSIGNMENTS AMENDMENTS NOTICES WAIVER CONFLICT OF INTEREST RIGHT TO AUDIT CONFIDENTIALITY EVALUATION EXTENT OF AGREEMENT EXHIBIT A SCOPE OF SERVICES; CM POSITIONS AND REQUIREMENTS...6 Pages EXHIBIT B STAFFING ESTIMATES. EXHIBIT F -- LAUSD CODE OF CONDUCT.. ATTACHMENT A (DRAFT CONTRACT) 2 June 17, Pages EXHIBIT C SEALED COST PROPOSAL 1 Page EXHIBIT D - SAMPLE WORK AUTHORIZATION.. EXHIBIT E ADDITIONAL GENERAL TERMS AND CONDITIONS 1 Page 1 Page 9 Pages

13 Construction Management Services Agreement between the Los Angeles Unified School District of Los Angeles County and AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES THIS AGREEMENT IS MADE AND ENTERED INTO THIS DAY OF JUNE, 2002 between herein after referred to as the CM, and LOS ANGELES UNIFIED SCHOOL DISTRICT OF LOS ANGELES COUNTY (LAUSD) herein after referred to as the District. WHEREAS, District desires certain services herein described and CM firm is capable of providing and desires to provide these services; NOW, THEREFORE, District and CM firm agree to the terms and conditions hereinafter specified agree as follows: 1. PERIOD OF AGREEMENT 1.1 This Agreement shall become effective June 17, 2002, and shall continue until June 30, As an option available to the District, Administrator may extend this Agreement in one (1) year increments, not to exceed maximum total extension period of three (3) years, to coincide with the District s fiscal year ending June 30 th. Unless otherwise stated in the extension, the provisions of this Agreement will remain in effect. Any option exercised will be issued as an amendment to this Agreement. 2. DEFINITIONS 2.1 Administrator shall mean the Chief Facilities Executive of Los Angeles Unified School District (LAUSD) or his/her authorized representatives, as indicated in specific Work Authorizations. 2.2 Agreement shall mean this Agreement together with all amendments, attachments, and appendices and other documents incorporated herein by reference as though fully set forth herein. 2.3 CM and CM firm shall mean the construction management firm. 2.4 District shall mean Los Angeles Unified School District (LAUSD). ATTACHMENT A (DRAFT CONTRACT) June 17,

14 3. SCOPE This Agreement establishes the general conditions for the term of the Program. Scope of Services to be provided by CM firm is detailed in EXHIBIT A, SCOPE OF SERVICES. District shall issue written Work Authorizations describing the subject matter, the services to be performed, the schedule for their performance, the estimated number of hours expected to be spent by the CM firm as Extension of Staff, and the estimated cost of such services. Such Work Authorizations shall also identify the authorized District representative(s) who shall provide direction on each project. The Work Authorization sample form is attached as EXHIBIT D. 4. RELATIONSHIP OF THE PARTIES 4.1 District Representative For the purposes of this Agreement, the District s authorized representative shall be the District s Chief Facilities Executive, acting by and through authorized representatives, referred to herein as Administrator. 4.2 CM CM firm shall act on behalf of the District limited to that scope of authority as described in this Agreement. In all matters governed by this Agreement, the CM firm shall be considered as Extension of Staff, however, CM S authority shall not include approval of payments to contractors, CMs and other vendors. Further, CM firm has no authority to bind the District in contractual obligations. 4.3 Independent Contractor While engaged in performance of this Agreement the CM firm is an independent contractor and is not an officer, agent, or employee of the District. CM is not entitled to benefits of any kind to which District s employees are entitled, including but not limited to unemployment compensation, workers compensation, health insurance and retirement benefits. CM assumes full responsibility for the acts and/or omissions of CM s employees or agents as they relate to performance of this Agreement. CM assumes full responsibility for workers compensation insurance, and payment of all federal, state and local taxes or contributions, including but not limited to unemployment insurance, social security, Medicare and income taxes with respect to CM and CM s employees. ATTACHMENT A (DRAFT CONTRACT) June 17,

15 5. NOTICE TO PROCEED The CM shall commence the services described in the Work Authorization herein for the project(s) and on the date(s) specified in written Work Authorizations issued by the Administrator. 6. TERMINATION 6.1 Termination For Default The District may terminate this Agreement and be relieved of the obligation of payment of any further consideration to CM should CM fail to perform the duties herein contained at the time and in the manner herein provided. Notice of deficient performance will be given to CM in writing and CM will have ten (10) business days to correct deficiencies to the satisfaction of the District. In the event of such termination, the District may proceed with the work in any manner deemed proper by the District. The District s actual and reasonable damages resulting from CM s failure to perform, if any, excluding any claim for consequential damages, (e.g. loss of use or loss of revenue), shall be deducted from any sum due the CM under this Agreement, and the balance, if any, shall be paid the CM as provided in Article 6.4a, below. CM may terminate this Agreement or suspend service upon ten (10) business days written notice, only if the District, through no fault of CM, should substantially fail to make payments as provided herein. 6.2 Failure to Disclose CM s failure to disclose, prior to contract award, known information pertaining to investigations performed by or on behalf of government agencies or other administrative authorities, wrongdoing, or criminal investigation will be considered a failure to perform. Should the CM be later found to be the subject of an undisclosed investigation or found guilty in a court of law of a criminal violation due to an undisclosed investigation, the District may terminate this contract under Article Termination For Convenience The District at its sole discretion reserves the right to terminate all or part of this Agreement upon ten (10) business days written notice to the CM or within a mutually agreeable number of days. The District may terminate specific project or construction management services without electing to cancel the entire agreement. ATTACHMENT A (DRAFT CONTRACT) June 17,

16 6.4 Compensation For Termination a. Upon termination for default, the CM will be paid for all authorized work performed up to the termination date, but (1) no amount shall be allowed for anticipated profit on unperformed services or other defective work, and (2) any payment due the CONSULANT at the time of termination may be adjusted to cover any additional costs to the District because of the CM s failure to perform. b. Upon termination for convenience, an equitable adjustment shall be made for services or other work performed. The equitable adjustment for any termination shall provide for payment to the CM for services rendered and expenses incurred prior to the termination, in addition to termination settlement costs reasonably incurred by the CM relating to written commitments that were executed prior to the termination. CM will not be compensated for anticipated profit on unperformed services or any unperformed work. c. Upon receipt of a termination action under Articles 6.1,6.2, or 6.3, above, the CM shall (1) promptly discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make available to the District all data, computer data files, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by the CM in performing this Agreement, whether completed or in process. d. Upon termination under Articles 6.1, 6.2, or 6.3, above, District may take over the work and may award another party an Agreement to complete the work under this Agreement. e. If, after the termination for failure of the CM to fulfill contractual obligations, it is determined that the CM had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of the District. In such event, adjustment of the Agreement price shall be made as provided in Article 6.4.b. 6.5 Data prepared by CM In the event of termination, whether for convenience or failure to perform, all exhibits, plans, calculations, studies, reports, texts, special forms, schedules, and any other written information pertaining to Project shall become District property. While CM accepts no liability for the District s negligent acts or omission s in the further use of CM s work products, in the event of, and after the date of, termination, CM accepts the responsibility for the accuracy of data previously provided or created by CM. ATTACHMENT A (DRAFT CONTRACT) June 17,

17 7. CM RESPONSIBILITIES 7.1 The CM shall provide project and construction management services as assigned by the Administrator including, but not limited to, that specified in Scope of Services and in written Work Authorizations. 7.2 In the delivery of services by the CM it is clearly understood that contractors are solely responsible for construction means, methods, sequences and procedures used in the construction of the Projects and for the safety of their personnel and their operations and for performing in accordance with the contracts between the contractors and the District. 8. CHANGES TO WORK AUTHORIZATIONS The Administrator reserves the rights to, at anytime, add, delete or amend CM firm s services. 9. CM STAFF 9.1 The CM has been selected to perform the work herein because of the skills and expertise of key individuals. No substitution of these key individuals will be allowed without written approval of the Administrator. 9.2 The CM shall assign staff to work under this Agreement only after receiving written approval by the Administrator. 9.3 CM agrees that approved personnel assigned to the Project shall not be transferred or redirected to another project without prior written approval of the Administrator, unless the employee is no longer employed by the CM. 9.4 The Administrator shall have the right to require CM to remove from the work any employee of CM determined by the Administrator to be unqualified, uncooperative, or otherwise unacceptable. 9.5 The Administrator shall have the right to transfer CM staff to various Local Districts and Division offices. 9.6 The Administrator shall have the right to integrate District staff with CM staff. 10. COMPENSATION 10.1 Total Compensation The actual compensation for a specific scope of work shall be based on scope, type, duration, and level of effort as identified in the specified Work Authorizations. (See EXHIBIT D attached hereto and incorporated herein ATTACHMENT A (DRAFT CONTRACT) June 17,

18 as part of this Agreement.) Total compensation under this Agreement shall not exceed the aggregate value amounts established in the Work Authorizations. In addition, the total compensation under any individual Work Authorization shall not exceed the approved value for the Work Authorization Method of Compensation District shall reimburse CM in accordance with Billing Rates established in Exhibit C Calculation of Compensation Compensation shall be based on actual hours worked by CM s employees, excluding sick leave, holidays, and vacations. The hours worked (H) shall be reimbursed at the APPROVED BILLING RATE 10.4 Submission and Documentation of Payment Requests Payment is contingent upon monthly submission of payment requests and documentation as specified below, no later than ten (10) working days after the end of the month for which costs were incurred, and approval by the Administrator. An officer of CM s firm must sign payment requests with the following verification above the signature. I certify under penalty of perjury to the best of my knowledge and belief that the above invoice and accompanying time sheets are true and correct according to the terms of Agreement No. and that payment has not been previously requested or received. Executed on this day of 20 in (city), California. 1. Itemized weekly timesheets must accompany payment requests. Documentation must be provided on reporting forms specified or approved by the District, and must show the total contract price; total cost incurred to date; total monthly cost incurred. Itemized weekly listing of hours worked by classification, name, level and billing rate; and a description of the tasks performed by each individual. The above shall be organized as directed by the Administrator. Documentation for payment of services provided by CMs must contain the same level of backup as that provided by the CM Subconsultants Performing Work Within the Scope of Services CM may enter into Subconsultant agreements with CMs only as approved by the Administrator and will be compensated at the hourly billing rates as set forth in Exhibit A attached, hereto Manner of Payment ATTACHMENT A (DRAFT CONTRACT) June 17,

19 All sums due and payable to CM shall be paid within thirty (30) days of receipt by the District s Accounts Payable department of CM s invoice approved by the Administrator. In the event certain items are disputed, the District will pay the full amount of the items not disputed. As soon as the disputed items are resolved, they will be paid within thirty (30) days District Audit of CM s Records District shall have the right to audit CM s records supporting the invoices such as payroll records and time sheets. Article 26, below, RIGHT TO AUDIT, shall also be applicable. Also see Exhibit E District Evaluation of CM s Performance District shall have the right to perform an evaluation of the CM and the CM s staff on a quarterly basis or as frequently as the District deems necessary. The Director of Program Management will provide the CM with the results of the evaluation prior to the renewal of the annual work authorization. Article 28, below, EVALUATION, shall also be applicable. 11. COST PRINCIPLES 11.1 CM agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations Systems, Chapter 1, Part 31 et seq., shall be used to determine the allowability of individual items of cost CM also agrees to comply with Federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments Any costs for which payment has been made to CM that are determined by subsequent audit to be unallowable under 48 CFR, Chapter 1, Part 31 et seq., or 49 CFR, Part 18, are subject to repayment by CM Any subcontract entered into as a result of this Agreement, shall contain all the provisions of the Agreement. 12. STANDARD OF CARE 12.1 CM, in the performance of services pursuant to this Agreement, shall exercise that degree of skill, judgment and care normally employed by professional project managers or CMs performing similar services in Los Angeles, California. ATTACHMENT A (DRAFT CONTRACT) June 17,

20 13. INDEMNIFICATION CM undertakes and agrees to defend, indemnify and hold harmless District and any and all of District s Boards, Officers, Agents, Employees, Manager and Successors in Interest from and against all suits and causes of actions, claims, losses, demands and expenses, including but not limited to reasonable attorney s fees and costs of litigation, damage or liability of any nature whatsoever, for death or injury to any person, including CM s employees and agents, or damage to or destruction of any property of either party hereto or of third parties, arising in any manner by reason of the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of CM or its subconsultant of any tier, except for those arising from active negligence or willful misconduct of District. 14. INSURANCE The CONSULTANT shall secure and maintain, at a minimum, insurance as specified in the DISTRICT s Request for Proposal, with insurance companies acceptable to the DISTRICT to protect the CONSULTANT and any person, firm, or corporation, employed directly or indirectly by it upon or in connection with performance under this Agreement from claims which may arise from operations under the Agreement, whether such operations are by the CONSULTANT or by any person, firm or corporation, employed directly or indirectly by it upon or in connection with its performance. The CONSULTANT further shall furnish to the DISTRICT s Contract Section certificates of such insurance, which shall include a minimum thirty (30) day cancellation clause. Failure to maintain insurance and furnish the required certificates may be considered a breach of this Agreement by the CONSULTANT, and the DISTRICT may terminate this Agreement without waiver of any other remedy that it may have. Included in the CONSULTANT s insurance program will be: A. Worker s Compensation Insurance in accordance with provisions of California Labor Code, adequate to protect the CONSULTANT and any person, firm, or corporation, employed directly or indirectly by it upon or in connection with performance under this Agreement from claims under Worker s Compensation Acts that may arise from operations under the Agreement, whether such operations are by the CONSULTANT or by any person, firm, or corporation, employed directly or indirectly by it upon or in connection with the work. B. Comprehensive Bodily Injury and Property Damage liability insurance for Combined Single Limit Bodily Injury and/or Property Damage Liability of not less than $1,000,000 each occurrence (the Limits specified in the DISTRICT s Request for Proposal). The policy so secured and maintained shall include Contractual or Assumed Liability Insurance and Owned, Hired, and Non-Owned ATTACHMENT A (DRAFT CONTRACT) June 17,

21 Automobiles Insurance and shall be endorsed to name the Los Angeles Unified School District and Board of Education as additional insured. C. Professional liability insurance to cover any and all errors and omissions arising out of the services performed in the amount of $1,000,000 (the limits specified in the DISTRICT s Request for Proposal). The CONSULTANT shall require any person, firm, or corporation, employed directly or indirectly by it upon or in connection with performance under this Agreement to maintain such insurance as will protect the DISTRICT from claims as set forth above. 15. ACCIDENT REPORTS CM shall report in writing to Administrator within five (5) working days after its officers employees have any knowledge of accident or occurrence involving death of, or injury to any person or persons, or damage in excess of Five Hundred Dollars ($500) to property, if CM s officers, agents or employees are in any way involved in such an accident or occurrence. Such report shall contain to the extent available (1) the name and address of the persons involved, (2) a general statement as to the nature and extent of injury or damage, (3) the date and hour of occurrence, (4) the names and addresses of known witnesses, and (5) such other information as may be known to CM, its officers or managing agents. 16. CLAIMS AND DISPUTES 16.1 Negotiation Any claim that CM may have regarding the performance of this Agreement including, but not limited to claims for additional compensation or extension of time, shall be submitted to the Administrator within 30 days of accrual of claim or such date the dispute is known to exist. The District and CM shall then attempt to negotiate a resolution of such claim. Where it is agreed, as part of the negotiation process, that the CM s compensation or time will be adjusted, such adjustment shall be implemented through the Work Authorization process Arbitration (Threshold) Should the CM and the District fail to resolve the claim, the matter shall be decided by arbitration in accordance with the Construction Industry Rules of the American Arbitration Association then prevailing unless the parties mutually agree otherwise. No arbitration arising out of, or relating to this Agreement shall include, by consolidation, joinder, or in any other manner, any additional person not a party to this Agreement, except by written consent containing a specific reference to this Agreement and signed by the CM, District, and any other person sought to be joined. Consent to arbitration involving an additional person or persons shall not constitute ATTACHMENT A (DRAFT CONTRACT) June 17,

22 consent to arbitration of any dispute not described therein or with any person not named therein. This Agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof Notice of Demand Notice of demand for arbitration shall be filed in writing with the other party to this Agreement in accordance with the rules of the American Arbitration Association. The demand shall be made within thirty (30) day s time after the claim; dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when applicable statues of limitations would bar the institution of legal or equitable proceedings based upon such claim, dispute or other matters in question Process In any judicial proceeding to enforce this Agreement to arbitrate, the only issues to be determined shall be those set forth in 9 U.S.C. Section 4 Federal Arbitration Act and such issues shall be determined by the court without a jury. All other issues, such as, but not limited to, arbitration, prerequisites to arbitration, compliance with contractual time limitations, applicability of indemnity clauses, clauses limiting damages and statutes of limitation shall be for the arbitrators whose decision thereon shall be final and binding. There shall be no interlocutory appeal of an order compelling arbitration Award The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 17. ACCESS TO CM AND SUBCONSULTANT RECORDS 17.1 CM and its Subconsultant s shall maintain and make available in Los Angeles County, California the accounting records and books of original entry which include but are not limited to, general ledger, journal entries, trial balance, cash disbursement ledger, cash receipts ledger and the appropriate source documentation. Accounting records must be maintained in accordance with generally accepted accounting practices. The accounting system will be organized in such a manner as to provide direct and indirect cost information The District or any duly authorized representative shall have access and the right to examine, audit, excerpt, and transcribe such books, documents, papers, or records of the CM and of CMs which may be related or pertinent to the Agreement. Generally, there would be a three (3) day notice before records are provided for access. The CM or CMs shall make such material available in Los Angeles County, California for a period of ATTACHMENT A (DRAFT CONTRACT) June 17,

23 three (3) years after the termination of the Agreement. The District agrees to treat all such documents as confidential to the extent permitted by law, except that the District in the preparation and conduct of litigation may use them. Article 26, below, RIGHT TO AUDIT, shall also be applicable All contracts between CM and CMs shall require the CM to comply with the above requirements concerning their records. 18. OWNERSHIP OF DOCUMENTS All reports, studies, plans, calculations, exhibits and other submittals required of CM in the performance of services shall become the property of District upon acceptance thereof. CM may retain a copy of such documents solely for its records. CM shall have no liability arising from use of such documents by District for purposes other than the Project. 19. RELEASE OF INFORMATION CM shall not make any public information release in connection with services performed under this Agreement without advance written permission of the Administrator except for Securities and Exchange Commission (SEC) reporting requirements or any other federal state or local reporting requirements. Article 27, below, CONFIDENTIALITY, shall also be applicable. 20. APPLICABLE LAWS AND COMPLIANCE 20.1 Applicable Laws and Policies a. It is expressly understood and agreed that this Agreement and all questions arising there under shall be construed according to the laws of the State of California. b. CM and District shall, at all times, comply with all laws, statutes, ordinances, rules and regulations applicable thereto, enacted and adopted by federal, state, regional, municipal or other governmental bodies, departments or offices thereof. In addition to the foregoing, CM shall comply immediately with any and all directives issued by Administrator or authorized representative under authority of any such law, statute, ordinance, rule or regulation Licenses and Permits CM shall, without additional expense to the District, be responsible for obtaining any licenses and permits required for CM to perform business in California, excluding licenses and permits for construction sites. Without eliminating the requirement as specified in 4.C above the CM in regards to licenses and permits, shall be considered an independent contractor. ATTACHMENT A (DRAFT CONTRACT) June 17,

24 20.3 Conflict of Interest CM covenants that CM has no existing interest and will not acquire any interest, direct or indirect, which could conflict in any manner or degree with the performance of services required under this Agreement, and that no person having any such interest shall be employed by CM to perform work pursuant to this Agreement. Article 25, below, CONFLICT OF INTEREST, shall also be applicable Fair Employment It is the policy of the District that in connection with all work performed under District agreements there be no discrimination against any prospective or active employee engaged in the work because of race, color, ancestry, national origin, religious creed, sex or other protected classification, or solely on the basis of handicap, and therefore, the CM agrees to comply with applicable Federal and California laws. In addition, the CM agrees to require like compliance by all CMs employed on the work Limitation on CM s Responsibilities Nothing in this Agreement shall be construed to mean that the CM supplants or assumes any of the contractor s contractual responsibilities or the design consultant s contractual or customarily assumed responsibilities. 21. ASSIGNMENTS Neither the performance of this Agreement, nor any part thereof, may be assigned by either party without the prior written consent and approval of the other. 22. AMENDMENTS This Agreement may be amended only by mutual consent of the parties hereto in writing. 23. NOTICES In all cases where written notice is to be given under this Agreement, service shall be by certified United States mail, postage prepaid. When so given, such notice shall be effective from the date of receipt of the same. For the purpose hereof, unless otherwise provided by notice in writing from the respective parties, notice shall be addressed as follows: ATTACHMENT A (DRAFT CONTRACT) June 17,

25 Notice to District: With Copy to: Chief Facilities Executive Los Angeles Unified School District of Los Angeles County 355 South Grand Avenue, 11th Floor Los Angeles, CA Notice to CM: With Copy to: (Insert Names and addresses.) 24. WAIVER No waiver of any condition, requirement or right expressed in this Agreement shall be implied by any forbearance of the District to declare a default or failure to perform or to take any other action on account of the violation of such condition if such violation be continued or repeated. 25. CONFLICT OF INTEREST 25.1 CM represents that CM has no existing financial interest and will not acquire any such interest, direct or indirect, which could conflict in any manner or degree with the performance of services required under this Agreement and that no person having any such interest shall be subcontracted in connection with this Agreement, or employed by CM. CM shall not conduct or solicit any non-district business while on District property or time CM will also take all necessary steps to avoid the appearance of a conflict of interest and shall have a duty to disclose to the District prior to entering into this agreement any and all circumstances existing at such time, which pose a potential conflict of interest CM warrants that it has not directly or indirectly offered or given, and will not directly or indirectly offer or give, to any employee, agent, or representative of District any cash or non-cash gratuity or payment with view toward securing any business from District or influencing such person with respect to the conditions, or performance of any contracts with or orders from District, including without limitation this agreement. Any breach of this warranty shall be a material breach of each and every contract between District and CM As a condition of this agreement, Contractor agrees to comply with the Code of Ethics set forth in the Los Angeles Unified School District Ethics Policy Statement, which is attached hereto as EXHIBIT C and made a part hereof. ATTACHMENT A (DRAFT CONTRACT) June 17,

26 25.5 Should a conflict of interest issue arise, CM agrees to fully cooperate in any inquiry and to provide the District with all documents or other information reasonably necessary to enable the District to determine whether or not a conflict of interest existed or exists Failure to comply with the provisions of this Article shall constitute grounds for immediate termination of this agreement, in addition to whatever other remedies the District may have. 26. RIGHT TO AUDIT CM understands and agrees that District has the right to conduct pre-award and post award audits of financial records, project documents, work in progress and other records pertaining to the performance of the work under the agreement, whether such records were prepared by CM, its subcontractors or anyone else associated with the work. CM shall provide District, at CM s expense, a copy of all such records within five (5) working days of a written request from District. District s right shall also include access at reasonable times to CM s office and facilities for the purpose of interviewing employees and inspecting and copying of such books, records, accounts and other material which may be relevant to a matter under investigation. CM shall, at no cost to District, furnish reasonable facilities and assistance for such review and audit. CM s failure to provide records or access within the time requested shall preclude CM from receiving any payment due under the agreement until such documents are provided. CM agrees to maintain such records for a period of three (3) years following final payment under the agreement. See Exhibit E for related information. 27. CONFIDENTIALITY 27.1 This agreement, all communications and information obtained by CM from District relating to this agreement, and all information developed by CM under this agreement, are confidential. Except as provided in Article 9.3, without the prior written consent of an authorized representative of District, CM shall neither divulge to, nor discuss with, any third party either the work and services provided hereunder, or any communication or information in connection with such services or work, except as required by law. Prior to any disclosure of such matters, whether as required by law or otherwise, CM shall inform District, in writing, of the nature and reasons for such disclosure. CM shall not use any communications or information obtained from District for any purpose other than the performance of this agreement, without District s written prior consent At the conclusion of the performance of this agreement, CM shall return to District all written materials constituting or incorporating any communications or information obtained from District. Upon District s specific approval, CM may retain copies of such materials, subject to the requirements of Article 9.1. ATTACHMENT A (DRAFT CONTRACT) June 17,

27 27.3 CM may disclose to any subcontractor, or District approved third parties, any information otherwise subject to Article 9.1 that is reasonably required for the performance of the subcontractor s work. Prior to any such disclosure, CM shall obtain the subcontractor s written agreement to the requirements of Article 9.1 and shall provide a copy of such agreement to District CM represents that it shall not publish or cause to be disseminated through any press release, public statement, or marketing or selling effort any information which relates to this agreement without the prior written approval of District CM s obligation of confidence with respect to information submitted or disclosed to CM by District hereunder shall survive termination of this agreement. 28. EVALUATION The CM acknowledges that the presentation or services may be evaluated by the participants, the Sponsor, the District s Program Evaluation & Research Branch (PE&RB) or any other District offices or schools and understands that the results of the evaluation may be made available to the Contractor, other schools and offices within the District, and other school districts and agencies upon request. The CM agrees to cooperate fully with any such evaluation and agrees to promptly furnish any information that is requested by the District for evaluation purposes. 29. EXTENT OF AGREEMENT This agreement represents the entire and integrated agreement between the District and the CM and supersedes all prior negotiations, representations, or agreements, either written or oral. CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY FOR AWARD (EXECUTIVE ORDER 12549). By signing this agreement, the CM certifies that: (a) The CM and any of its principals are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal or State agencies, and (b) Have not, within a three-year period preceding this contract, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a Federal, state or local government contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and are not presently indicted for, or otherwise criminally or civilly charged by a Government entity with, commission of any of these offenses. ATTACHMENT A (DRAFT CONTRACT) June 17,

28 Agreed by: LOS ANGELES UNIFIED SCHOOL DISTRICTOF LOS ANGELES COUNTY BY BOARD OF EDUCATION OF THE CITY OF LOS ANGELES CM FIRM BY: James A. McConnell, Jr. BY: BY: Signature TITLE: Chief Facilities Executive Facilities Services Division Date: BY: Signature TITLE: DATE: BY: S. Thais Rothman Contracts Supervisor BY: Signature Date: ATTACHMENT A (DRAFT CONTRACT) June 17,

29 EXHIBIT A SCOPE OF SERVICES CONSTRUCTION MANAGEMENT TEAM POSITIONS AND REQUIREMENTS 1.0 SCOPE OF SERVICES 1.1 General Information LAUSD requires construction management services to manage and expedite completion of construction projects within schedule, quality standards and budget. In the case of projects executed at existing schools sites, planning of the project in such a manner that allows the school sites to function throughout construction is critical. The new construction program is divided into five geographic or project type groups: Valley, Central, South, Special Projects, and Additions/Playgrounds. Selected CM firms will be asked to propose project teams for each project, or groups of projects, for the duration of the projected project completion date. The CM firm is expected to provide all required personnel, both technical and administrative, to accomplish the scope of services. The staff of the selected CM firms will be provided workspaces at the project sites or at close proximity. Additionally, specific senior management or technical support functions may be requested for central program support, located at the Division office (355 South Grand Ave., Los Angeles.) As a special note, CM firms will be required to provide staff fully trained and experienced in Primavera P-3 and/or Expedition software. 1.2 General Scope of Services Provide services to implement LAUSD New Construction Program Strategic Execution Plan. Prepare and present status reports to the Regional Director or Director of Program Management as required for program reporting, or as may be required for specific project or program issues. Maintain complete project files for Owner s records. Coordinate approvals and sign-offs from various state & local agencies as required (Division of the State Architect, Office of Public School Construction, California Department of Education, local permitting agencies) as well as those required by various LAUSD personnel. 1.3 Pre-Bid/Design Phase EXHIBITA (SCOPE OF SERVICES; POSITIONS) 1