2013-05-31 Request For Qualifications (RFQ)

STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION
LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY REQUEST FOR QUALIFICATIONS NUMBER P3-2210-01
TO DESIGN, BUILD, FINANCE, OPERATE AND MAINTAIN THE ACCELERATED REGIONAL TRANSPORTATION IMPROVEMENTS PROJECT THROUGH A PUBLIC-PRIVATE PARTNERSHIP (P3) AGREEMENT
KEY RFQ DATES: Issue RFQ Final Date for Receipt of Respondents Questions SOQ Due Date May 31, 2013 July 5, 2013 July 19, 2013
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California Department of Transportation Request for Qualifications Accelerated Regional Transportation Improvements Project
LA County Metropolitan Transportation Authority May 31, 2013 Page i
Subject:
Notice of Request for Qualifications For a Public-Private Partnership (P3) Agreement For the Accelerated Regional Transportation Improvements Project
Ladies/Gentlemen: The California Department of Transportation (Department), in cooperation with the Los Angeles County Metropolitan Transportation Authority (Metro) and collectively the project sponsors (Sponsors), are pleased to present this Request for Qualifications (RFQ) to teams (Respondents) interested in submitting Statements of Qualifications (SOQs) to design, build, finance, operate, and maintain the Accelerated Regional Transportation Improvements Project (Project) through a Public-Private Partnership (P3) Agreement with the Department. The Department, in cooperation with Metro, is issuing this RFQ in accordance with the provisions of California Streets and Highways Code Section 143 and other applicable provisions of the law. Explanations of acronyms and definitions of terms used in this document are provided in Appendix A. The Project consists of the following six elements, all of which are located in Los Angeles County. Element 1: I-5 North Capacity Enhancement Element 2: I-5 North Pavement Rehabilitation Element 3: SR 71 Gap (I-10 to Mission Boulevard) Element 4: SR 71 Gap (Mission Boulevard to Rio Rancho Road) Element 5: Soundwall Packages 10 and 10A Element 6: Soundwall Package 11
The Sponsors plan to evaluate responsive SOQs, as set forth herein, to identify Respondents to be shortlisted. The Sponsors plan to then solicit proposals, via a Request for Proposals (RFP), from the Shortlisted Respondents. All SOQs must identify an individual representing the Respondent to act as the point of contact for this procurement, to which all communication will be directed through Sponsors Contact Representative, as defined in Section 3.5.6, regarding the SOQ and subsequently the RFP. Such individual shall have the authority and power to bind the Respondent and all Equity Members with regard to the SOQ and, if shortlisted, with regard to the subsequently submitted Proposal. This RFQ contains specific procedural requirements and prohibitions relating to communications with the Sponsors personnel regarding the RFQ and the procurement process. Any violation of these requirements and prohibitions may result in the immediate prohibition of a prospective Respondent from submitting an SOQ, or elimination from further consideration of a Respondents SOQ. Effective with the release of this RFQ, all communication from Respondents to Sponsors must be directed to the Sponsors Contact Representative. SOQs must be submitted no later than 3:00 p.m. Pacific Time on July 19, 2013. SOQs are subject to certain page limitations as detailed in Section 5.1. Prospective Respondents are urged to carefully review the entire RFQ package for further details regarding the submission of SOQs.
California Department of Transportation Request for Qualifications Accelerated Regional Transportation Improvements Project LA County Metropolitan Transportation Authority May 31, 2013 Page ii
SOQs must be submitted to the Sponsors at the following address: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, CA 90012 Attention: 9th Floor Receptionist / (RFQ P3-2210-01) SOQs and amendments to SOQs received after the date and time specified above may be deemed nonresponsive and returned to Respondents unopened. Faxed or electronically submitted SOQs will not be accepted. It is the Sponsors intent that all prospective Respondent teams obtain the full content of this RFQ, including Attachments, Appendices, and all Addenda, from the Solicitations page on the Metro website located at http://ebb.metro.net/ebb/precis.asp?SolicitationID=2598, accessible directly or via the Department District 7 web site and the Department P3 Program web site. After award of the P3 Agreement, updates regarding the Project, as well as the procurement documentation, will continue to be readily available from the ARTI page on the Metro website located at www.Metro.net/projects/arti, accessible directly or via the Department websites. Respondents are encouraged to promptly notify the Sponsors Contact Representative of any apparent major inconsistencies, problems or ambiguities in the RFQ.
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TABLE OF CONTENTS 1. INTRODUCTION AND GENERAL INSTRUCTIONS ....................................................... 1 1.1 PROJECT GOALS ............................................................................................... 1 1.2 PROJECT DESCRIPTION ................................................................................... 2 1.3 CONTRACT TYPE............................................................................................... 3 1.4 ROLE OF DEVELOPER ...................................................................................... 4 1.5 ROLE OF SPONSORS ........................................................................................ 4 FINANCIAL INFORMATION ............................................................................................ 4 2.1 PROJECT FINANCING........................................................................................ 4 2.1.1 TIFIA and PABs..................................................................................... 4 2.2 PROJECT FUNDING ........................................................................................... 4 2.2.1 Public Funding....................................................................................... 4 2.2.2 Toll Revenue ......................................................................................... 5 PROCUREMENT PROCESS .......................................................................................... 5 3.1 STATUTORY AUTHORITY.................................................................................. 5 3.2 PROCUREMENT SCHEDULE............................................................................. 5 3.3 DUE DATE, TIME AND LOCATION ..................................................................... 6 3.4 OVERALL PROCUREMENT PROCESS ............................................................. 7 3.4.1 Requests for RFQ Clarifications ............................................................ 7 3.4.2 SOQs .................................................................................................... 7 3.4.3 Shortlisting of Respondents ................................................................... 7 3.4.4 RFP ....................................................................................................... 7 3.4.5 Developer Selection .............................................................................. 8 3.5 OTHER PROCUREMENT REQUIREMENTS ...................................................... 8 3.5.1 Organizational Conflicts of Interest ........................................................ 8 3.5.2 Prohibition on Exclusive Teaming Arrangements with Toll System Integrators, and Limitations on Subcontracting ................................... 12 3.5.3 Changes in Respondent Team ............................................................ 13 3.5.4 Ability to Do Business in California ...................................................... 13 3.5.5 Licensing Requirements ...................................................................... 13 3.5.6 Rules Governing Contact..................................................................... 13 3.5.7 Communication Process...................................................................... 14 3.5.8 Federal Requirements ......................................................................... 15 3.5.9 Pre-Contractual Expenses and Payment for Work Product.................. 15 3.5.10 Public Records Act .............................................................................. 16 3.5.11 Liability and Insurance ......................................................................... 16 3.5.12 Inaccuracies ........................................................................................ 17 3.5.13 Protest Procedures 17 LABOR AND CONTRACTING ....................................................................................... 21 4.1 EQUAL EMPLOYMENT OPPORTUNITY .......................................................... 21 4.2 LABOR POLICIES ............................................................................................. 21 4.3 DISADVANTAGED BUSINESS ENTERPRISE (DBE) AND SMALL BUSINESS (SB) PROGRAM ............................................................................. 21 4.4 DBE Goal........................................................................................................... 21 SOQ REQUIREMENTS ................................................................................................. 22 5.1.1 Production Requirements................................................................................... 23
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2.
3.
5.1.2 5.2
Required Forms ................................................................................................. 23 CONTENTS AND ORGANIZATION ................................................................... 23 5.2.1 Background Requirements .................................................................. 23 5.2.2 Minimum Qualifications Pass/Fail ........................................................... 25 5.2.3 Qualifications Scored ............................................................................. 29
EVALUATION PROCESS AND CRITERIA.................................................................... 35 6.1 SOQ EVALUATION PROCEDURE .................................................................... 35 6.2 EVALUATION OBJECTIVE ............................................................................... 36 6.3 RESPONSIVENESS REVIEW ........................................................................... 36 6.4 PASS / FAIL SOQ CATEGORIES...................................................................... 36 6.5 SCORED SOQ CATEGORIES .......................................................................... 36 6.6 REQUIREMENTS CHECKLIST ......................................................................... 36 SPONSORS RESERVED RIGHTS .............................................................................. 49
7.
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Appendix A: Acronyms and Definitions 1 2 Acronyms Definitions
Appendix B: Project Description and Reference Documents 1 2 Description of Project Elements List of Reference Documents
Appendix C: Firms Precluded from Participating in the Project Due to Conflict of Interest Appendix D: Forms: Form A Form C-1 Form C-2 Form D-2 Form D-3 Form D-4 Form E-2 Form F-1 Form F-2 Form H Form I Form K-1 Form K-2 Form M Form N Form 025 Form 119 Form 026 Transmittal Letter Project Experience Financial Financial Capability Summary Project Experience Design Project Experience Construction Project Experience Operations and Maintenance Proposed Key Personnel Information Respondent Organization Information Equity Member and Major Non-Equity Member Certification Respondents Clarification Request Safety Questionnaire Equity Member SOQ Certification Major Non-Equity Member SOQ Certification Project Experience Reference Summary Ethics Declaration Certification of Compliance with Federal Lobbying Requirements Ethics Declaration Metro Board Members General Certifications
Appendix E: Conflict of Interest Checklist and Instructions 1 2 Conflict of Interest Checklist Conflict of Interest Form
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1.
INTRODUCTION AND GENERAL INSTRUCTIONS
The California Department of Transportation (Department), in cooperation with the Los Angeles County Metropolitan Transportation Authority (Metro), requests Statements of Qualifications (SOQs) from teams interested in submitting proposals to design, build, finance, operate and maintain the Accelerated Regional Transportation Improvements Project (Project) through a public-private partnership agreement (P3 Agreement) with the Department. The Project, further defined in Appendix B, consists of six functionally and financially interdependent and integrated elements, and is intended to accelerate the development and implementation of mobility improvements through use of a P3 methodology to reduce costs and expedite construction completion. This Request for Qualifications (RFQ) is issued in accordance with the provisions of the State of California Streets and Highways Code Section 143 and other applicable State laws, and the provisions of 23 CFR Part 636. The delivery of this Project via a P3 method is subject to approval by the California Transportation Commission (CTC). The application to the CTC for Project approval is scheduled to be made in late 2013. The purpose of this document is to solicit information, in the form of SOQs, that the Department and Metro (collectively, Sponsors) will evaluate to select Shortlisted Respondents. For purposes of this RFQ, the term Respondent refers collectively to the Equity Members and Major Non-Equity Members on whose behalf one or more Equity Members submits an SOQ. ONLY RESPONDENTS SHORTLISTED IN RESPONSE TO THIS RFQ WILL BE ELIGIBLE TO SUBMIT PROPOSALS WHEN THE SPONSORS ISSUE A REQUEST FOR PROPOSALS (RFP) FOR THE ACCELERATED REGIONAL TRANSPORTATION IMPROVEMENTS PROJECT. Explanations of acronyms and definitions of terms used in this document are provided in Appendix A. Documents relating to the Project, a list of which is attached as Section 2 of Appendix B List of Reference Information Documents, are available to Respondents for review on the Solicitation page at the Metro website located at http://ebb.metro.net/ebb/precis.asp?SolicitationsID=2598, accessible directly or via the Department District 7 and P3 Program web sites. The list of Documents may be updated from time to time after the date of this RFQ with additional documents relating to the Project. Respondents are advised to check for updates at the website, and are responsible for reviewing the content of all listed documents. 1.1 PROJECT GOALS
The Sponsors goals for the Project are to: Accelerate delivery of critical infrastructure needed to enhance the economic competitiveness, mobility, and livability of Southern California; Provide additional highway capacity, including through utilization of state-of-the-art all electronic toll (AET) collection technology for the I-5 North Capacity Enhancement element, thereby maintaining or increasing average vehicle speeds, maintaining or
California Department of Transportation Request for Qualifications Accelerated Regional Transportation Improvements Project LA County Metropolitan Transportation Authority May 31, 2013 Page 1
reducing travel times, and maintaining or reducing vehicle-hours of delay, including during peak periods; Deliver the Project on time, within budget and at an efficient life cycle cost that achieves the most cost effective use of public funds; Maintain safe conditions during project construction, both for workers and motorists; Design, operate and maintain the Project to improve safety for the traveling public after construction is completed; Construct the Project to meet or exceed all applicable standards and requirements; Optimize risk allocation within affordability limits; Maintain, to the extent feasible, existing roadway capacity during construction; Minimize adverse environmental impacts during construction; Create favorable long-term environmental impacts, including quantifiable air quality benefits for the region and reduced noise levels in residential areas proximate to the Project; Implement and maintain effective project controls and accurate reporting processes during design, construction, and operations and maintenance phases of project; and, Ensure that facilities for which the Developer has O&M responsibility are maintained in a state of good repair and returned to the Department at the end of the contract term in the prescribed operable condition. PROJECT DESCRIPTION
1.2
The Accelerated Regional Transportation Improvements Project is located in Los Angeles County, California and consists of six elements: Element 1: I-5 North Capacity Enhancement; Element 2: I-5 North Pavement Rehabilitation; Element 3: SR 71 Gap Project, I-10 to Mission Boulevard; Element 4: SR 71 Gap Project, Mission Boulevard to Rio Rancho Road; Element 5: Soundwall Packages 10 and 10A; and Element 6: Soundwall Package 11.
These six elements are depicted on the map, provided at Exhibit 1, and described more fully in Section 1 of Appendix B. A series of environmental documents have been prepared for the various Project elements. These documents are named in the List of Reference Information Documents (RIDs) provided in Section 2 of Appendix B. The estimated cost to design and build the Project is approximately $730.4 million, expressed in year of expenditure (YOE) U.S. dollars.
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Exhibit 1: Project Location Map
1.3
CONTRACT TYPE
The Department intends to enter into a P3 Agreement with a selected Proposer, subsequently referred to as the Developer, that will be responsible for delivering the Project via a design, build, finance, operate and maintain (DBFOM) delivery method, which will include long term private financing to fund construction costs. The term will begin upon execution of the P3 Agreement and is expected to end 35 years after scheduled completion, or any earlier substantial completion, of all Project elements. An availability payment mechanism will be used by the Department during the operation and maintenance term to compensate the Developer for making and keeping the Project available for use according to the specified standards, terms and conditions. The Sponsors anticipate that Shortlisted Respondents will propose an availability payment structure in amounts necessary to cover their anticipated costs associated with debt service, operation, and maintenance, and to provide a reasonable return on equity investment. The availability payments should also be consistent with the availability of public funds as described in Section 2.2.1. Periodic availability payments will be contingent upon the performance of the Developer and the availability, reliability and performance of the elements of the Project, consistent with a payment mechanism that will be identified for Shortlisted Respondents at the RFP stage. The RFP may provide for a series of milestone payments during the construction period and/or at completion of construction, in addition to availability payments. The Department will receive funds from multiple sources that will be identified in the RFP, including Metro, which will receive
the toll revenue generated from the HOT lanes constructed as part of the I-5 North Capacity Enhancement element of the Project. The Departments payment obligations will be subject to annual appropriation. The Sponsors anticipate structuring the sources of funds in a manner that does not transfer toll revenue risk to the Developer. 1.4 ROLE OF DEVELOPER
The Developer will be responsible for essentially all aspects of the design, construction, financing, operation and maintenance of the Project elements, as described in Appendix B. Specifically, with regard to the 13.5 mile I-5 North Project elements and the 4.3 mile SR 71 Gap Project elements, the Developer will be responsible for all aspects of design, financing, construction, operation and maintenance. This includes fence-to-fence operations and maintenance responsibility beginning six months after Notice to Proceed. However, with regard to the soundwall Project elements, the Developer will be responsible to design or to complete the design, as appropriate, and to construct. The Developer will have no operations or maintenance responsibilities for the soundwall Project elements after construction is complete, but will provide a structural warranty for five years and will support plant establishment for three years. Respondents will note that the identified Project element descriptions are currently under further development by the Sponsors, and the Sponsors reserve the right to change, modify, reduce or expand these descriptions with the release of the RFP. 1.5 ROLE OF SPONSORS
Under California Streets and Highways Code Section 143(f)(1)(A), the Department is the responsible agency for the performance of project development services for delivery of state highway projects, including the Project, through a public-private partnership, as well as for construction inspection services and preparation of certain technical documents. The Department will carry out this responsibility as provided in a set of agreements between Metro and the Department, commonly known as the Cooperative Agreements for the Accelerated Regional Transportation Improvements Project. The Cooperative Agreements provide for, among other things, Metro conducting this procurement for the Department in accordance with the laws governing Department procurements.
2.
2.1 2.1.1
FINANCIAL INFORMATION
PROJECT FINANCING TIFIA and PABs
The Sponsors anticipate possible financing through the USDOT Transportation Infrastructure Finance and Innovation Act (TIFIA) program as well as Private Activity Bonds (PABs). 2.2 2.2.1 PROJECT FUNDING Public Funding
The sources of local funding currently available for the six elements of the Project include Proposition C 25% and Measure R sales tax revenues, which revenues are programmed for
these six elements through FY 2039/40. Project funding also includes State Highway Operation and Protection Plan (SHOPP) funds to be provided by the Department for the I-5 North Pavement Rehabilitation element. 2.2.2 Toll Revenue
The Sponsors anticipate that the P3 Agreement will require the Developer to operate and maintain the I-5 North HOT lanes under the P3 Agreement, with decisions regarding toll rates to be made by Metro and toll revenues to be delivered to Metro. The P3 Agreement will concurrently (a) grant the Developer the right to impose tolls on the I-5 North HOT lanes, in compliance with the HOT lanes tolling policies and the toll rates thereunder, that Metro establishes from time to time, and the terms of the P3 Agreement, and (b) assign such right to impose tolls, and the revenue from said tolls, from the Developer to Metro. The Developer will be responsible for the design, installation, operation and maintenance of an all-electronic toll (AET) collection system servicing the I-5 North HOT lanes, including responsibility for recording toll transactions on the HOT lanes and delivering all transaction data, in required format and content, to Metros provider of back-office and customer services. The Developer will be responsible for making sure that the AET system is integrated with Metros existing system. Metro and/or its contractor will be responsible for processing such data and handle customer service and toll collection and enforcement.
3.
3.1
PROCUREMENT PROCESS
STATUTORY AUTHORITY
Metro, on behalf of the Department, is issuing this RFQ in accordance with the provisions of California Streets and Highways Code Section 143 and other provisions of law applicable to procurements by the Department. 3.2 PROCUREMENT SCHEDULE
The current schedule for the procurement process for the Project is as follows:
Procurement Schedule Issue RFQ Final Date for Receipt of Respondents Clarification Requests (Form H) SOQ Due Date Final Date for Sponsors to ask Questions of, and/or request Clarifications from, Respondents Shortlist Announcement Issue draft RFP to Shortlisted Respondents Issue final RFP Proposal Due Date Notice of Intent to Award Anticipated Commercial/Financial Close Anticipated NTP for Design & Construction May 31, 2013 July 5, 2013 July 19, 2013 July 31, 2013
August 23, 2013 October 10, 2013 January, 2014 May, 2014 July, 2014 October, 2014 January 2015 January, 2015
This schedule is subject to modification at Sponsors sole discretion. Dates pertaining to the RFP and the procurement process are subject to CTC and FHWA approvals. The Sponsors Contact Representative will notify Respondents of any change in due dates for submittals by an addendum to this RFQ. 3.3 DUE DATE, TIME AND LOCATION
All SOQs must be received by 3:00 pm Pacific Time on the day specified as the SOQ Due Date in Section 3.2 of this RFQ and delivered to the Sponsors at the following address: Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, California 90012 Attention: 9th Floor Receptionist / (RFQ P3-2210-01) Any SOQ delivered after the deadline may be rejected without opening, consideration, or evaluation and, if rejected, will be returned, unopened, to the sender.
3.4
OVERALL PROCUREMENT PROCESS
The procurement process for this Project consists of two-stages: a shortlisting stage that includes this RFQ and responses thereto, followed by a proposal stage that will include an RFP and responses thereto. The Sponsors, in their sole discretion, reserve the right to suspend, modify or terminate this procurement at any time. 3.4.1 Requests for RFQ Clarifications
Respondents may request clarifications of this RFQ by submitting Form H to Sponsors Contact Representative by no later than the date set forth in Section 3.2 of this RFQ. 3.4.2 SOQs
Statements of Qualifications will be evaluated in accordance with the evaluation criteria outlined in this RFQ. A list of Shortlisted Respondents is to be established and only those Respondents will receive the draft RFP and final RFP. Sponsors will not shortlist more than four Respondents. If Sponsors receive fewer than three responsive SOQs, Sponsors may either (a) proceed with the procurement with a smaller number of Shortlisted Respondents or (b) terminate this procurement. Respondents will be given the opportunity to submit questions and comments regarding the RFQ, as described in Section 3.4.1, in response to which Sponsors may issue an addendum to the RFQ. Note that the shortlisting of Respondents for delivery of the Project is subject to approval of the Project by the California Transportation Commission (CTC) under California Streets and Highways Code Section 143. If the CTC does not approve the Project, Sponsors, in their sole discretion, may choose to not shortlist any Respondents and may terminate the procurement. 3.4.3 Shortlisting of Respondents
Sponsors will make the final determination of Respondents to be shortlisted, as Sponsors deem appropriate and in their best interests, and at their sole discretion. Sponsors retain the right to subsequently determine, in their sole discretion, that any Respondent is not qualified based upon new or subsequently discovered information. Upon completion of the SOQ evaluation and scoring process, Sponsors will notify each Respondent in writing as to whether or not it has been shortlisted. Sponsors may also publish the list of Shortlisted Respondents on the Solicitation page of the Metro website, located at: http://ebb.metro.net/ebb/precis.asp?SolicitationID=2598, accessible directly or via the Department District 7 and the Department P3 Program web sites. 3.4.4 RFP
Sponsors will release a draft RFP to Shortlisted Respondents, including instructions to Proposers, scope of work, technical provisions, and draft P3 Agreement. Sponsors will invite Shortlisted Respondents to review and submit comments and questions regarding the draft RFP and related procurement documents. In addition, Sponsors anticipate scheduling one-on-one meetings with each Shortlisted Respondent to exchange ideas and to discuss issues related to
the draft materials. Sponsors intent in soliciting feedback regarding the draft RFP and in conducting one-on-one meetings is to identify opportunities to modify the draft materials in ways that promote increased competition among the Shortlisted Respondents, while preserving the objective and unbiased nature of the process. Upon receipt of review comments and completion of the individual meetings, Sponsors will finalize the RFP package and issue same to the Shortlisted Respondents. 3.4.5 Developer Selection
Based upon the Proposals received in response to the RFP, Sponsors may, in accordance with applicable law and based on a determination of apparent best value, select a Proposer for award and execution of a P3 Agreement with the Department, for the Project. The Sponsors will reserve the right to engage in final, limited discussions and clarifications with the selected Proposer in order to finalize a P3 Agreement for award and execution. If Sponsors initiate such final discussions but they are not successful, Sponsors may conduct limited discussions with, and seek clarifications from, the next highest rated Proposer. Alternatively, Sponsors may, at their sole discretion, terminate the procurement. 3.5 3.5.1 OTHER PROCUREMENT REQUIREMENTS Organizational Conflicts of Interest
Respondents attention is directed to applicable state law and the organizational conflict of interest rules found in 23 CFR Part 636, Subpart A, including 23 CFR Part 636.116, which apply to this procurement. 23 CFR Part 636.103 defines an organizational conflict of interest as follows: Organizational conflict of interest means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the owner, or the persons objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. In addition to complying with these federal and state requirements, Respondents must comply with the Departments adopted policy regarding organizational conflicts of interest as described herein. The California Board For Professional Engineers And Land Surveyors provides additional guidance and has established conflict of interest rules applicable to those professionals licensed by the Board (see Board Rules 475 and 476). These rules require full disclosure when a licensee has any business association or financial interest that may influence his or her judgment in connection with the performance of professional services and when a licensee provides professional services for two or more clients on a project or related project. Based upon the foregoing, the following approach to conflict of interest will apply: 3.5.1.1 Prohibited Participants on Respondent Teams
Entities to which any of the following conditions apply will not be permitted to participate as a Respondent or as a member of a Respondent team, and may not assist nor advise, neither any Respondent nor Respondent team member in connection with the Project.
Entities to which any of the following conditions are known by the Sponsors to apply are listed in Appendix C. A. Serving as the Departments general engineering consultant (GEC) to the Departments Public Private Partnership (P3) Program or Metros P3 Technical Bench consultant. (However, sub-consultants to the Departments P3 GEC or members of the Metro P3 Technical Bench that have not yet performed work under their respective contracts may participate as a Proposer or join a Proposer team.) B. Assisting the Sponsors in the management of the Project, including the preparation of Request for Qualifications (RFQ) language or evaluation criteria. C. Conducting preliminary design services for the Project such as geometric layouts, bridge-type selection, preliminary bridge design, etc. D. Performing design work related to the Project for other stakeholders. E. Performing work on a previous contract that specifically excludes them from participating as a Respondent or joining a Respondent team. F. Serving under contract with any other entity or stakeholder to perform oversight on the Project. G. Obtaining formal advice related to the Project or Project procurement from, or having a material discussion regarding the Project or Project procurement with any person or entity with an organizational conflict of interest, including but not limited to the consultants who have provided technical support on the Project or the Department P3 Program for any such person or entity. 3.5.1.2 Requirements for Conflict of Interest Respondents That Have Identified Potential
Entities who may have potential conflicts of interest in relation to the Project or the Department P3 Program and wish to participate as a Respondent or join a Respondent team must: A. Conform to federal and state conflict of interest rules and regulations. B. Disclose all relevant facts relating to past, present or planned interest(s) of the Respondent team (including the Respondent, Respondents proposed consultants, and sub-consultants and or subcontractors and their respective chief executives, directors and key personnel) which may result, or could be viewed as an organizational conflict of interest in connection with any P3 procurement including present or planned contractual or employment relationships with any current employee of the Department or Metro. C. Disclose in its Statement of Qualifications submitted in response to the Request for Qualifications (RFQ), all of the work performed in relation to the Project and the Department P3 Program. D. Provide all records of such work performed so that all information can be evaluated and made available to all potential Respondents, if necessary. E. Ensure that the entitys contract with any related entity to perform services related to the Project or program has expired or has been terminated. F. In cases where the potential member of a Respondent team is affiliated with an entity with an organizational conflict of interest, describe how the entities in question would avoid conflicts through the shortlisting and proposal phases of the Project. (See also Section 3.5.1.3.)
Upon review of the information provided above, the Sponsors will determine, in their sole discretion, if an unfair competitive advantage exists that would preclude the entity from participating on a Respondent team. 3.5.1.3 Participation on More Than One Respondent Team
No Equity Member or Major Non-Equity Member shall participate, in any capacity, on another Respondents team during the course of this procurement. However, members of Respondent teams that are not shortlisted will be allowed subsequently to participate on Shortlisted Respondent teams, subject to the requirements of Section 3.5.3. Any Equity Member or Major Non-Equity Member that fails to comply with these requirements, and does not rectify the situation to the Sponsors satisfaction, may be prohibited from subsequent participation as a Proposer, or on a Proposer team, for the Project. A sub-consultant or subcontractor that is not an Equity Member or Major Non-Equity Member of any Respondent organization may participate on more than one Respondent team, subject to compliance with the limitations on communication identified in Section 3.5.7 A of this RFQ. 3.5.1.4 Participation on Different Respondent Teams by Affiliated Entities
Entities that have the same parent company, or that are otherwise affiliated except as parent and subsidiary, may participate on different Respondent teams, subject to the requirements of Section 3.5.7 B of this RFQ, and subject to approval by the Sponsors. Affiliated entities that seek to participate on different Respondent teams must each submit a request, in writing, to Sponsors Contact Representative. Said request must identify the steps taken, or planned to be taken, to prevent and mitigate the apparent conflict of interest. 3.5.1.5 Other Potential Conflicts of Interest
Because other conflicts of interest may exist in addition to those identified herein, each Respondent must require its proposed team members to identify potential conflicts of interest or any real or perceived competitive advantage relative to the Project. (Examples could include an employee changing companies, mergers or acquisitions of firms, property ownership, business arrangements, and financial interests.) If an organizational conflict of interest is discovered, Respondent must make an immediate and full written disclosure to the Sponsors that includes descriptions of the conflict or advantage, and the actions Respondent has taken or proposes to take to avoid or mitigate such conflict or advantage. Such disclosures must be received by Sponsors on or before the deadline for Respondents to submit Clarification Requests identified in the Schedule provided in Section 3.2 of this RFQ. In response to such disclosures, Sponsors will render determinations regarding the eligibility of the potentially conflicted firm(s) to participate in the Respondents team, at the same time as responses are provided to timely submitted Clarification Requests. If, at any time during the procurement process, the Sponsors discover a conflict of interest or potential advantage, other than those identified herein and not previously identified by the affected Respondent, the Sponsors may, at their sole discretion, disqualify the affected
Respondent or cancel the procurement, or if said discovery occurs after the conclusion of the procurement process, terminate the P3 Agreement. The Sponsors recognize that Respondents must maintain business relationships with other public and private sector entities in order to continue as viable businesses. The Sponsors will take this reality into account while evaluating the appropriateness of proposed measures to mitigate potential conflicts. The Sponsors would seek to disqualify Respondents only in those cases where a potential conflict cannot be adequately mitigated. Additional provisions regarding organizational conflicts of interest will be contained in the Request for Proposals. 3.5.1.6 Conflict of Interest Checklist
A conflict of interest checklist is provided in Appendix E and is to be used by all Respondents and their Equity and Non-Equity Members, including sub-consultants, to assist them in screening themselves for potential organizational conflicts of interest. The checklist is for the internal use of the Respondents and is not to be submitted as part of an SOQ. The checklist only serves as a guide, and there may be additional potential conflict situations not covered by the checklist. The foregoing shall not constitute a limitation on the disclosure obligations. If a Respondent determines a potential conflict of interest exists that is not covered by the checklist, that potential conflict must still be disclosed. 3.5.1.7 Disclosure of Potential Conflict of Interest Form
Respondents must complete the Disclosure of Potential Conflict of Interest form provided in Appendix E and submit it along with the SOQ. If a Respondent determines a potential conflict of interest exists, it must disclose the conflict to the Sponsors; however, such a disclosure will not necessarily preclude a Respondent for further consideration in the shortlisting process. To be considered further, Respondents that have determined a potential conflict of interest exists must propose measures to avoid, neutralize or mitigate all potential conflicts. To avoid any unfair taint of the selection process, the Disclosure of Potential Conflict of Interest form must be submitted in a separate envelope or package from the bound SOQ, and it will not be provided to the selection committee members. The Sponsors will review the disclosure and the appropriateness of the proposed mitigation measures to determine if the Respondent is eligible to participate in the shortlisting process notwithstanding the potential conflict. Resolution of the conflict of interest issues is ultimately at the sole discretion of the Sponsors. The Sponsors reserve the right to void a Respondents having been shortlisted or cancel the procurement if said Respondent failed to disclose a potential conflict, which it knew or should have known about, or if the Respondent provided information on the disclosure form that is false or misleading. 3.5.1.8 Ethics Declaration Forms
Respondents must complete Form N and Form 119, which address interaction of members of the Respondent Organization with State Officials and Employees and members of the Metro Board, respectively. Potential conflicts of interest identified must be explained to the satisfaction of Sponsors.
3.5.1.9
Other Prohibitions
The successful Proposer or firms affiliated with the successful Proposer are prohibited from competing on any agreement to provide construction inspection services for the Project. An affiliated firm is one that is subject to the control of the same persons, through joint ownership or otherwise. Except for sub-consultants whose services are limited to providing surveying or material testing information, no sub-consultants who provided design services in connection with the Project shall be eligible to compete for any agreement to provide construction inspection services for the Project. 3.5.1.10 Continuing Obligations Regarding Conflict of Interest After shortlisting, conflict of interest guidelines and policies shall continue to be monitored and enforced. If an organizational conflict of interest is discovered after shortlisting, the Shortlisted Respondent, also referred to as Proposer, will make an immediate and full written disclosure to the Sponsors that includes a description of the action that the Proposer has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist and the Proposer was aware of an organizational conflict of interest prior to shortlisting and did not disclose the conflict, the Sponsors may remove the Proposer from the shortlist and prohibit Proposer from further participation in the procurement. Obligations regarding conflicts of interest will continue into the Proposal phase of the procurement and beyond the award of the P3 Agreement. These obligations will be detailed in the RFP. 3.5.2 Prohibition on Exclusive Teaming Arrangements with Toll System Integrators, and Limitations on Subcontracting
The markets for toll system integrators capable of performing the work for the Project's tolling system is small enough that exclusive teaming arrangements between toll system integrators and Respondents would give Respondents in exclusive arrangements a distinct and unfair advantage over other Respondents. As a result, to ensure a fair procurement process, Respondents are forbidden from entering into exclusive teaming arrangements with toll system integrators. Toll system integrators that participate on multiple teams are obligated to protect the confidentiality of a team's SOQ information and are not to share information regarding a teams SOQ with any other Respondent. In addition, toll system integrators shall treat each Respondent in a fair, neutral and non-discriminatory manner and base (i) any service differences strictly on differences in Respondent requests and requirements for the scope of services and (ii) any price differences strictly on differences in scope of services, schedule, credit risk and other generally accepted commercial considerations. Respondents will be required to submit a certification executed by any toll system integrator on the Respondent's team and any other team certifying that the toll system integrator has complied with the foregoing requirements.
3.5.3
Changes in Respondent Team
Sponsors encourage Respondents to develop and attract the local, domestic and worldwide expertise necessary to design, build, finance, operate and maintain the Project in an innovative, effective and efficient manner. Accordingly, subject to the limitations herein, Sponsors will permit Respondents to add, delete, or substitute team members and reorganize their teams during the procurement process unless the change results in actual or potential organizational conflicts of interest or renders the Respondent team, in Sponsors sole discretion, less qualified to develop the Project. Notwithstanding the foregoing, and after submittal of the SOQs, the following may not be undertaken without Sponsors prior written consent, in their sole discretion: Deletion, substitution, or change in composition of a Respondent team member identified in its SOQ or a change in the role or scope of work of a team member; Deletion, substitution, or a change in the role or position of such Key Personnel identified in Section 5.2.2.4 of this RFQ and Form E-2 of Respondents SOQ; Deletion or substitution of an Equity Member, or any other entity that will bear financial responsibility or liability for the performance of the Respondent; or, Other changes, direct or indirect, in the equity ownership or team membership of a Respondent. Should a Respondent wish to make such a change, it shall notify and request Sponsors consent in writing and shall provide, for any new or substitute entity, the same information required under this RFQ for such entity had it been part of the Respondent team as of the SOQ submission (including, without limitation, legal, financial, qualifications/experience, and other relevant information). If a Respondent wishes to delete an entity, it shall provide Metro with information establishing that the Respondents team remains qualified as contemplated under this RFQ. Failure to secure the consent of Sponsors may, at Sponsors sole discretion, result in the Respondent being disqualified. 3.5.4 Ability to Do Business in California
There is no requirement for any entity to be qualified as of the date of submission of the SOQ, but evidence of qualification must demonstrate that they are legally permitted to do business in California prior to award of the P3 Agreement, with respect to all legal entities that will be doing business in California. 3.5.5 Licensing Requirements
The Developer, Lead Construction Contractor, Lead Engineering Firm, and Lead Engineer shall be properly licensed in accordance with the laws of the State of California, prior to award of the P3 Agreement. Additional licensing requirements for this Project will be included in the RFP. 3.5.6 Rules Governing Contact
The following rules of contact apply during the procurement for the Project. These rules are designed to promote a fair, unbiased, legally defensible procurement process. Contact includes face-to-face, telephone, facsimile, e-mail, texting, video or formal written communication. Mr. Don Dwyer, Deputy Executive Officer (DEO) of Procurement for Metro, will serve as the Sponsors sole point of contact during the procurement phase of the Project (Sponsors Contact
Representative). Mr. Dwyer will be supported by a core team of management, engineering, operations, contracts, and public relations staff members and advisors from both the Department and Metro. Mr. Dwyer is the Sponsors sole designated contact person and addressee for receiving all communications about the Project during the procurement phase, and Respondents are prohibited from contacting any other employees of the Department or Metro regarding the Project or this RFQ. Address any and all inquiries and comments regarding the Project by fax, e-mail, or letter. Only written inquiries will be accepted: Mail: Mr. Don Dwyer Deputy Executive Officer Procurement Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, CA 90012 Phone: 213-922-6387 Fax: 213-922-1005 Email: ARTIContractAdmin@Metro.net
Mr. Dwyer is the only individual allowed to discuss this RFQ with any interested parties, including Respondents. Any information from other sources may not be accurate, and use of such information is at the sole risk of the Respondent(s). 3.5.7 Communication Process
The Solicitation page of the Metro website (http://ebb.Metro.net/ebb/arti) is the only authorized source of information regarding the procurement of the Project. The procurement process begins on the date of issuance of this RFQ, and is anticipated to be completed with the award of the P3 Agreement. The following rules of contact are now in effect: A) After submittal of SOQs, no Respondent or any of its team members may communicate with another Respondent or members of another Respondents team with regard to the Project or the SOQs, except that a Respondent may communicate with a subcontractor that is on both its team and another Respondents team, so long as those Respondents establish a protocol to ensure that the subcontractor will not act as a conduit of information between the teams. (Communications among Respondents and team members is allowed during workshops and meetings organized by Sponsors.) B) After submittal of SOQs, entities that are affiliated and participating on different Respondent teams may not communicate with each other, or with their common parent company, with regard to the Project or the SOQs. C) Contact between the Respondents and the Sponsors (e.g., questions and responses to questions) must only be through the Sponsors Contact Representative and Respondents designated contacts or representatives. D) Respondents must not engage in any ex parte communications with State officials, Business, Transportation & Housing Agency (BTH) staff or consultants, California Transportation Commission or its staff, United States Department of Transportation, Federal Highway Administration, or the TIFIA Program Office. The foregoing restriction shall not, however, preclude or restrict communications regarding matters unrelated to the Project or from participating in public or Sponsor workshops related to the Project.
Sponsors may, in its sole discretion, disqualify any Respondent engaging in such prohibited communications. E) Respondents must not contact Metro Board members or their staff, employees or advisors, including members of the Project Selection Committee and any official or person who will evaluate SOQs, regarding the Project. F) Respondents must not contact Department employees, or advisors, including members of the Project Selection Committee and any official or person who will evaluate SOQs, regarding the Project.
G) Any contact determined to be improper, at the sole discretion of the Sponsors, may result in disqualification of the Respondent. H) Any official contact regarding the Project will be disseminated in writing from Sponsors on Sponsors joint letterhead and signed by the Sponsors Contact Representative. I) The Sponsors will not be responsible for any oral communication or any other information or contact that occurs outside the official communication process specified in this RFQ. Federal Requirements
3.5.8
Respondents are advised that the procurement is proceeding based on the assumption that the Project and Sponsors plan of financing for the Project will remain eligible for Federal-aid funds. Therefore, the procurement documents and any agreements thereunder must conform to the requirements of applicable Federal law, regulations, and policies. These include Equal Employment Opportunity (Title VI of the Civil Rights Act of 1964, as amended), Disadvantaged Business Enterprises (DBE) and Small Business participation requirements (Title 49 Code of Federal Regulations Part 26, as amended), Buy America requirements (23 Code of Federal Regulations 635.410), and Davis-Bacon wage rates. Details as to the extent and applicability of Federal requirements to the entire Project will be set forth in the RFP. The Sponsors reserve the right to modify the procurement process described in this RFQ to address any concerns, conditions, or requirements of Federal agencies, including FHWA. 3.5.9 Pre-Contractual Expenses and Payment for Work Product
Respondents are solely responsible for all costs and expenses of any nature associated with responding to this RFQ, including attending briefing(s) and providing supplemental information. The Sponsors assume no obligations, responsibilities, and/or liabilities, fiscal or otherwise, to reimburse all or part of the costs incurred or alleged to have been incurred by parties considering a response to and/or responding to this RFQ. In no event shall the Sponsors be bound by, or liable for, any obligations with respect to the Project until such time (if at all) as a P3 Agreement, in form and substance satisfactory to the Sponsors, has been authorized and executed by the Department and, then, only to the extent set forth therein. Metro has established a planned payment, for work product submitted as part of a Proposal for the Project, of $900,000. Specific details regarding a Proposers eligibility to receive such
payment, the timing of payment release to eligible Proposers, and the terms of payment acceptance will be included in the forthcoming RFP. 3.5.10 Public Records Act Responses to this RFQ are subject to disclosure if requested by a member of the public pursuant to the California Public Records Act (California Government Code 6250 et seq.) There are a very limited number of exemptions to this disclosure requirement. Information that is not a public record pursuant to the California Public Records Act (Chapter 3.5 (commencing with 6250) of Division 7 of Title I of the Government Code) is exempt from public inspection. Under the California Constitution, these exceptions are narrowly construed in favor of disclosure. Any documents provided by the Respondent to Metro marked Trade Secret, Confidential or Proprietary, or any financial records provided by Respondent to Metro shall be submitted in a separate sealed envelope clearly marked with the Respondents name along with the title Statement of Qualifications Accelerated Regional Transportation Improvement (ARTI) Project Confidential Materials. Metro will use its best efforts to inform Respondent of any request for any documents marked Trade Secret, Confidential or Proprietary or any financial records provided by Respondent to Metro. Metro will not advise as to the nature or content of documents entitled to protection from disclosure under the California Public Records Act. In the event of litigation concerning the disclosure of any Records, Metros sole involvement will be as a stakeholder, retaining the Records until otherwise ordered by a court. The submitting party, at its sole expense and risk, shall be fully responsible for any and all fees for prosecuting or defending any action concerning the Records and shall indemnify and hold harmless Sponsors from all costs and expenses including attorneys fees in connection with any such action. The Sponsors stipulate and expressly acknowledges that the documents marked Trade Secret, Confidential or Proprietary constitutes trade secrets and will not be deemed public records. This acknowledgment is based on the Sponsors express understanding that the information contained in the documents is not known outside the proposer's business, is known only to a limited extent and only by a limited number of employees of the proposer, is safeguarded while in the proposer's possession, is extremely valuable to the proposer and could be extremely valuable to the proposer's competitors by virtue of it reflecting the proposer's contemplated techniques of construction. The Sponsors acknowledge that the documents include a compilation of information used in the proposer's business, intended to give the proposer an opportunity to obtain an advantage over competitors who do not know of or use the contents of the documents. The Sponsors agree to safeguard the documents, and all information contained therein, against disclosure, including disclosure of subcontractor documents to the Respondent and other subcontractors to the fullest extent permitted by law. However, in the event of arbitration or litigation, the documents shall be subject to discovery, and the Sponsors assume no responsibility for safeguarding the documents unless the Respondent has obtained an appropriate protective order issued by the arbitrator or the court. 3.5.11 Liability and Insurance The selected Proposer will be required to assume liabilities, and to indemnify and defend Metro and the Department against third party claims. Metro and the Department will have the benefit
of tort liability limitations to the extent provided by State law. Neither the Department nor Metro intends to waive their respective sovereign immunity protections under State law. Specific provisions addressing the legal and commercial considerations with respect to insurance and indemnity will be provided in the RFP and the P3 Agreement. Proposers will have latitude to decide how best to procure and manage their insurance coverages. The Respondent may choose, but will not be required, to implement and manage a Contractor Controlled Insurance Program (CCIP) for the Project. Further, the Department will not implement an Owner Controlled Insurance Program (OCIP) for the Project. 3.5.12 Inaccuracies If at any time following delivery of its SOQ and up to the award of the P3 Agreement, a Respondent becomes aware that the information provided by them is incorrect in any material respect, the Respondent must immediately notify the Sponsors through the Sponsors Contact Representative and provide updated accurate information under penalty of perjury. If such information is provided after the Respondent has been determined to be responsive and qualified, the Sponsors will re-evaluate the updated SOQ to determine whether the Respondent should remain responsive and qualified. 3.5.13 Protest Procedures This section sets forth the exclusive protest remedies available with respect to this RFQ. Each Respondent, by submitting its SOQ, expressly recognizes the limitation on its rights to protest contained herein, and expressly waives all other rights and remedies. If a Respondent disregards, disputes or fails to follow the exclusive remedies set forth in this RFQ for a protest, it shall indemnify, defend, protect and hold harmless Sponsors and their respective officers, officials, employees, agents, representatives and consultants from and against all liabilities, expenses, costs (including attorneys fees and costs), fees and damages incurred or suffered as a result. The submission of a SOQ by a Respondent shall be deemed the Respondents irrevocable and unconditional agreement with the above terms, conditions, waiver and indemnification obligation. Each Respondent agrees that the decision on any protest, as provided herein, will be final and conclusive. These provisions are included in this RFQ expressly in consideration for such waiver and agreement by the Respondents. Respondent agrees that the Sponsors decision in response to a protest, as provided herein, will be final and conclusive, and not subject to legal challenge unless wholly arbitrary. Sponsors reserve the right to request additional information from a protester, or from the Sponsors staff, to facilitate consideration or evaluation of the protest. However, Sponsors may decide a protest or appeal without requesting further submission(s) or clarification(s) from the Respondent that has submitted the protest. Accordingly, the Respondents initial protest submission should include all matters that the Respondent wishes the Sponsors to consider in deciding the protest. No hearing will be held regarding any protest, and the matter shall be decided on the basis of the written submission. All protests and related statements described in this section shall be submitted for filing by hand delivery to the address referenced below. Electronic facsimile filings will not be accepted in lieu of hand delivery. Sponsors are not responsible for lost or otherwise delayed deliveries. Failure to file a timely written protest in accordance with the deadlines set forth herein, or failure to
comply with any other requirements set forth herein, may result in the protest being rejected without consideration or evaluation. All protests must be submitted to the Sponsors Contact Representative. No other location or addressee shall be acceptable. The submission of a protest must be clearly marked as such. The subject line of Respondents letter must state Protest and must reference this RFQ by its identification number, No. P32210-01. The envelope containing the submission of a protest must be clearly marked protest. A protest shall not necessarily result in the suspension or deferral of the procurement schedule, and notwithstanding the existence of a protest, the Sponsors may continue the procurement or any portion thereof. Any suspension or deferral of the procurement schedule shall be at the sole discretion of the Sponsors. 3.5.13.1 Protests Regarding RFQ Documents A. Grounds for Protest of the RFQ A Prospective Member of a Respondent may submit a protest to the Sponsors Contact Representative concerning an objection or complaint regarding the RFQ or any addenda thereto on the following grounds: (a) a material provision in this RFQ is ambiguous, (b) any aspect of the procurement process described herein is contrary to legal requirements applicable to this procurement, or (c) this RFQ in whole or in part exceeds the authority of the Sponsors. Protests regarding this RFQ shall be filed only after the Proposer has informally discussed the nature and basis of the protest with Sponsors in an effort to remove the grounds for protest. B. Deadline for Filing Protest of the RFQ Protests shall be filed as soon as the basis for protest is known to the Proposer, but in no event later than seven days before the SOQ Due Date specified in Section 3.2. The protester shall have the burden of proving its protest by clear and convincing evidence. C. Required Contents of Protest of the RFQ A written protest from a Prospective Member of a Respondent regarding the RFQ documents shall completely and succinctly state the grounds for protest and shall include all factual and legal documentation in sufficient detail to establish the merits of the protest. Evidentiary statements, if any, shall be submitted under penalty of perjury. The protest shall include all of the following: a. Name and address of the Protester; b. The Protesters potential role in responding to the RFQ and sufficient supporting information to establish that the Protester is a Prospective Member of a Respondent; c. The title of the RFQ; d. A detailed statement of the grounds of the protest;
e.
f. g. h.
Identification of the provision(s) of the RFQ, regulations, or laws upon which the protest is based. (i.e., identification of the item of content in the RFQ, including section/part number(s), subsection/subpart number(s) and page number(s) of the basis of the protest); All documentation supporting the allegation(s) of the protest; A statement of the specific relief requested; and, Reference to any pertinent legal authority supporting the protest, as well as any contrary authority.
D. Sponsors Response The Sponsors will issue a written decision to a timely protest within 30 calendar days of filing of the protest, but no later than six days prior to the scheduled deadline for submission of SOQs. If it is determined that a protest has merit, the Sponsors will advise in their decision what steps will be taken to correct or modify the RFQ and any affected appendices or attachments. Any changes to the RFQ, appendices or attachments, including any changes to any dates in the RFQ, will be provided to all Respondent teams through the issuance of an addendum. No hearing will be held on the protest, but it shall be decided, on the basis of the written submissions, by Departments Director or designee, whose decision shall be final and conclusive and not subject to legal challenge unless wholly arbitrary. 3.5.13.2 Protests Regarding Shortlisting Decision A. Protest Requirements Only a Respondent and its Equity Members are eligible to submit a protest of a decision not to place the Respondent on the shortlist. The Respondent or Equity Member(s) may protest the decision not to place the Respondent on the shortlist, on the following grounds: (a) the Sponsors have not adhered to the procurement process defined for the Project; or (b) the Sponsors have not objectively and correctly applied the evaluation criteria identified in the RFQ. The Protester shall have the burden of proving its protest by clear and convincing evidence. The Protester shall file the protest with the Sponsors Contact Representative, in a written submission. The protest shall only contain factual information directly related to the grounds of the protest. Factual allegations in the written submission must be supported by affidavit included in the written submission. The failure of a Respondent to file a basis for a protest regarding the RFQ documents within the applicable deadline shall preclude consideration of that ground in any protest of a decision not to shortlist unless such ground was not and could not have been known to the Respondent in time to protest prior to the final date for such protests. B. Deadline for Filing a Protest of a Decision Not to Shortlist
A protest shall be submitted within announcement of the Respondents advised that it is not on the shortlist. described herein, the decision not to final.
10 calendar days from the earlier of: (a) the public on the shortlist; or (b) the date the Respondent is If a Respondent fails to file a timely written protest as include the Respondent on the shortlist shall become
C. Required Contents of a Protest of a Decision Not to Shortlist The protest shall include all of the following: a. Name and address of the Respondent, or of the Equity Member if applicable. b. A detailed statement of the grounds of the protest. c. Identification of the provision(s) of the RFQ, regulations, or laws upon which the protest is based. i.e., identification of the item of content in the RFQ. d. All documentation supporting the allegation(s) of the protest. e. Reference to any pertinent legal authority supporting the protest, as well as any contrary authority. The Sponsors may, in their sole discretion, offer other Respondents the opportunity to file statements in support of or in opposition to the protest. Evidentiary statements, if any, shall be submitted under penalty of perjury. D. Sponsors Response The Sponsors will issue a written decision within 30 calendar days of the receipt of the protest. The Sponsors shall evaluate the protest based on the preponderance of the evidence, and will consider whether the initial shortlisting decision was arbitrary, capricious or contrary to law, and will affirm the original determination or recommended remedial steps, if appropriate, to address the issues raised in the protest. 3.5.13.3 Debriefing Meetings Once Department awards the P3 Agreement to a Preferred Proposer, Department, in cooperation with Metro, will arrange meetings with each of the Respondent or Proposer organizations if requested by a Respondent or Proposer. These debriefing meetings give Respondents, Proposers and Sponsors an informal setting to discuss the procurement process. 3.5.13.4 Costs and Damages All costs of a protest or an appeal shall be the responsibility of the Protestor or Appealer, and undertaken at the Protestors or Appealers expense. In addition, if the protest or appeal is denied, the Protestor or Appealer filing the protest or appeal shall be liable for costs reasonably incurred by Sponsors in defending against the protest or appeal, and any unavoidable damages sustained by Sponsors as a consequence of the protest or appeal. If any protest or appeal is granted, the Sponsors shall not be liable for payment of the Protestors or Appealers costs or attorneys fees. The Sponsors shall not be liable for any
damages to the Respondent filing the protest or appeal, or to any participant in the protest or appeal, on any basis, express or implied.
4
4.1
LABOR AND CONTRACTING

EQUAL EMPLOYMENT OPPORTUNITY
In connection with this RFQ and the subsequent RFP and P3 Agreement, Respondents and all members of Respondent teams must not discriminate against any employee or applicant for employment with regard to race, religious creed, color, national origin, ethnic group identification, religion, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or political affiliation. Respondent must be in compliance with all applicable Federal, state, and local directives and executive orders regarding nondiscrimination in employment, must pursue positively and aggressively the principle of equal opportunity in employment, including 23 CFR Part 230, 41 CFR Part 60, California Government Code Section 12940 and 2 CCR 8107, and including maintaining Affirmative Action Programs consistent with those required under Federal Executive Order 11246, as applicable. 4.2 LABOR POLICIES
Prevailing Wages: State prevailing wages and Davis-Bacon wage rates will apply to the P3 Agreement. The applicable prevailing wages will be specified in the RFP and will be included in the P3 Agreement. Project Labor Agreement (PLA): Metro has entered into a new, PLA which has been negotiated with the Los Angeles/Orange County Building Trades Council, and which is subject to FHWA approval. The new PLA, once approved by FHWA, will be applicable to the Project and will be made available at the Metro website, http://www.Metro.net/about/pla/. 4.3 DISADVANTAGED BUSINESS ENTERPRISE (DBE) AND SMALL BUSINESS (SB) PROGRAM
Federal-aid contracts are subject to USDOT DBE and SB provisions as set forth under Title 49 CFR Part 26. Respondents must take necessary and reasonable steps to ensure that businesses owned and controlled by socially and economically disadvantaged individuals are provided with a fair opportunity to participate in this Project. 4.4 DBE Goal
USDOT Federal Highway Administration (FHWA) has approved the Departments 2013 overall DBE contracting goal of 12.5%. A Project-specific DBE goal is anticipated to be established for inclusion in the RFP.
SOQ REQUIREMENTS
SOQs must include all required contents and adhere to the identified format and organization. Failure of any Respondent to submit its SOQ as required in this RFQ may, at Sponsors sole discretion, result in rejection of Respondents SOQ as non-responsive. Failure to demonstrate fitness, experience, and capacity to successfully complete the Project, as determined by the Sponsors in their sole discretion, may result in rejection of a Respondents SOQ based on the Respondent being determined to be not responsible. All rejected SOQs will be returned to the designated contact person identified in the SOQ. 5.1 FORMAT REQUIREMENTS
SOQs shall be written in the English language only and shall provide all cost and revenue references and other financial information in United States Dollar denominations. Page limits are identified for selected elements of the SOQ and these limits will be strictly enforced. The term Page refers to each side of a double-sided sheet of paper; i.e., there are two pages on one double-sided sheet of paper. Exceeding an identified page limit will not be a basis for considering an SOQ to be non-responsive, but the excess pages will not be evaluated, which may result in a non-responsiveness determination.
SOQ COMPONENT TO WHICH PAGE LIMIT APPLIES Form C-1 Project Narrative Descriptions (Each) Form D-2 Project Narrative Descriptions (Each) Form D-3 Project Narrative Descriptions (Each) Form D-4 Project Narrative Descriptions (Each) Organization Chart Key Personnel Resumes (Each) Experience Working Together on Previous Projects Project Understanding
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Additional information beyond that which is required by the RFQ may be provided in the SOQ; however, members of the Project Selection Committee are required to review only those materials identified in Section 5.2. SOQs submitted by Respondents should contain enough information about the requested items for Sponsors to be able to evaluate and shortlist Respondents in accordance with the evaluation criteria and process set forth in Section 6 of this RFQ. Information provided should be brief and concise; lengthy narratives containing extraneous information are discouraged. Standard corporate brochures, awards and marketing materials included in an SOQ will not be evaluated.
5.1.1
Production Requirements
Respondents shall provide one paper original and 25 duplicate electronic copies of the SOQ. The paper original must be bound in a three ring binder. Each electronic copy (searchable PDF file format except as otherwise specified herein) must be individually numbered 1 through 25 and provided on a separate labeled and numbered compact disc (CD) or USB flash drive. Financial documents and other materials that are considered by Respondent to be a trade secret, confidential or proprietary, must be submitted on a separate set of CDs or USB flash drives, and/or in separate hard copy in a separate envelope, labeled in accordance with RFQ Section 3.5.10. Financial statements shall be submitted in Microsoft Excel or other appropriate format. The face of the binder containing the paper original, and the cover sheet of the paper original document itself, must both be labeled with Accelerated Regional Transportation Improvements Project, Statement of Qualifications and the date of submittal. Respondents name must be clearly marked on the binder face, binder spine and paper original document cover sheet. The paper original must also be clearly marked Original on its binder face, binder spine, and document cover sheet. The SOQ paper original shall be printed on 8-1/2 x 11 white paper, except for forms, which can be presented on 11 x 17 white paper folded to letter size and included in the applicable binder. Each section of the SOQs shall be sequentially numbered and sections separated by tabbed dividers. Text in the SOQ shall be a minimum of 11-point font. Charts, exhibits and other illustrative and graphical information shall be prepared using a minimum of 11-point font. Some of the required documents have specified page limitations. The Sponsors will not evaluate pages exceeding these page limitations. Pages may be printed on two sides, for which each side will be considered as one page. Printed lines may be single spaced. Whenever it is practical or economical, paper stock used in the preparation of the SOQs shall be of the recycled type. 5.1.2 Required Forms
Required forms must be used as specified in RFQ Section 5.2. Copies of all required forms are included in RFQ Appendix D, and a list of all required forms is provided at the beginning of Appendix D. Forms may not be modified, except as indicated in the RFQ for the purpose of providing additional space for responses. Any material modification to the forms other than those expressly permitted, may, at the Sponsors sole discretion, result in rejection of Respondents SOQ as non-responsive. 5.2 CONTENTS AND ORGANIZATION
SOQs must fully address requirements for responsiveness, requirements for demonstrating minimum qualification on a pass/fail basis, and requirements for demonstrating more than minimum qualification on a scored basis. 5.2.1 Background Requirements
The following items must be completed and included in the SOQ for it to be considered responsive.
5.2.1.1
Transmittal Letter
The Respondent must prepare and submit a Transmittal Letter that includes the information identified in, and follows the format provided in, Form A. A duly authorized official or representative of the Respondent must sign and execute the letter. The transmittal letter shall contain a written statement of each Equity Member, executed by an authorized official of such Equity Member, confirming that representations, statements and commitments made by the Respondent on behalf of the Equity Member have been authorized by the Equity Member, are correct with regard to the Equity Member, and accurately represent the role of the Equity Member in the Respondent organization. There is no page limit on the Transmittal Letter. 5.2.1.2 Respondent Information
As stated in Section 1, for purposes of this RFQ, the term Respondent refers collectively to the Equity Members and Major Non-Equity Members on whose behalf one or more Equity Members submits an SOQ. If the Respondent is a formed legal entity, information specific to that entity must be included in response to requirements addressed to Respondent. (Note that there is no requirement for Respondent to be a legal entity to submit an SOQ.) Respondent must complete and include Form F-1. This form may be lengthened as necessary to include required information for all Equity Members and Major Non-Equity Members. Other lower-tier sub-consultants and subcontractors need not be identified, and experience of such sub-consultants and subcontractors presented in SOQs will not be evaluated by the Sponsors. Respondent must include copies of the agreement(s) or contract(s) and other documentation that defines the existing formal relationships between and among Equity Members of the Respondent including members of joint ventures that are constituent members of the Equity Members. The required copies of agreement(s) or contract(s) and other documentation provided must specify that all general partners, joint venturers or Equity Members agree to be fully liable for performance under the P3 Agreement, if awarded. If the entity that will enter into the P3 Agreement has not yet been formed as a legal entity, information shall be included in the SOQ identifying the type of organization to be formed and the commitment of the Equity Members, if shortlisted, to finalize the organizational documents prior to Proposal submittal. In such event, the SOQ shall include a copy of the teaming agreement signed by an authorized officer or each Equity Member as well as draft organizational documents. All required agreements and related documentation should immediately follow Form F-1. Refer to Section 3.5.1.4 regarding requirements applicable where Equity Members or Major Non-Equity Members on different Respondent teams have the same parent company or are otherwise affiliated. The Sponsors may exclude a Respondent from further consideration or cancel the P3 Agreement if the Sponsors determine, in their sole discretion, that a conflict of interest exists involving any Equity Members/Major Non-Equity Members in a Respondent team
that has not been identified in an SOQ, or if the Sponsors determine that the mitigation measures proposed are not sufficient. There is no page limit on Respondent Information. 5.2.1.3 SOQ Certification
The Respondent and Equity Members must complete and provide Form K-1, certifying the accuracy of the information submitted as part of the SOQ. Major Non-Equity Members must complete and provide Form K-2, certifying the accuracy of the information that they provided for inclusion in the SOQ. 5.2.2 Minimum Qualifications Pass/Fail The following items must be completed and included in the SOQ for it to be considered responsive. In addition, the content of these items will be evaluated on a pass/fail basis. 5.2.2.1 Performance / Bonding / Surety
The Respondent must provide evidence of the Lead Construction Contractors capability of obtaining (a) a payment bond or bonds; and (b) either (i) a performance bond or bonds, or, in the alternative, (ii) a letter of credit. The requirements for this evidence are as follows: Surety Letters - SOQs shall include a letter as evidence from a surety authorized to issues bonds in the State of California indicating without conditions or qualifications that the Lead Construction Contractor is capable at the time of SOQ submission of obtaining a performance bond in an amount of at least $200 million and a separate payment bond in the same amount. Letters indicating unlimited bonding capability are not acceptable. Any surety providing such letter must be rated at least A or better and Class VIII or better by A.M. Best and Company. Evidence of the suretys rating must be attached to the letter. The letter must specifically state that the surety has read this RFQ, and evaluated the backlog and work-in-progress of the Lead Construction Contractor in determining its bonding capacity. For any surety providing such letters, include a list of past coverages in Form F-2. Letters of Credit - As an alternative to the performance bond component of the surety letter explained above, the Respondent may submit a letter from a bank indicating a willingness, without conditions or qualifications, to issue an irrevocable, standby letter of credit for the Lead Construction Contractor as account party in the amount of $200 million at the time of the SOQ submission. To be considered, the letter must be issued by a bank having senior long-term, unsecured debt ratings of not less than A or A2, as applicable, issued by at least two of the three major rating agencies (Fitch Ratings, Moodys Investor Service and Standard & Poors Ratings Group). The banks senior long-term, unsecured debt rating shall be indicated in the letter of bank support. The Sponsors have not yet determined the specific amount or form of payment and performance bonds, letters of credit, guarantees or other security that it will require for the Project. Proposers are advised that the RFP may require a security package in an amount other than the $200 million amount referenced above. The Sponsors will delineate such
requirements, which will be consistent with applicable law and acceptable commercial practices, in the RFP. 5.2.2.2 Debarment, Suspension and Other Certifications
Respondent must certify, among other things, that neither the Respondent, nor any other entity identified on Form F-2, nor their owners, officers, or managing employees, has been or is currently disqualified, removed, debarred or suspended, or is a party to an agreement for voluntary exclusion from performing or bidding on work for the federal government or any state or local government where such disqualification, removal, debarment, suspension or voluntary exclusion would preclude the selection and the award to such entity under California Government Code section 14105 and California Code of Regulations, title 21, sections 2600 et seq. and/or 2 CFR Parts 180 and 1200. Certification requires completion and submittal of Form F-2. One copy of Form F-2 must be completed and provided for the Respondent, all Equity Members, and all Major NonEquity Members. Form F-2 should be lengthened as necessary to accommodate responses. There is no page limit for Form F-2. 5.2.2.3 Team Experience and Capability
The Respondent must demonstrate that it has completed, or possesses the minimum financial and technical experience, competency, capability, and capacity necessary to successfully complete the Project. The Respondent team must include only one Lead Engineering Firm, one Lead Construction Contractor, and one Lead O&M Contractor. Minimum Experience Requirements Members of the Respondent team must evidence that they possess the minimum required experience by completing and providing the following forms: Form C-1: Team Experience Financial Form D-2: Team Experience Design Form D-3: Team Experience Construction Form D-4: Team Experience Operations & Maintenance Each of these forms includes specific requirements regarding the scope, scale, and age of the experience to be presented by the Respondent. These forms also require the identification of owner references, with complete contact information, for the projects presented. Page limits for these forms are indicated on the individual forms. For purposes of determining whether a Respondent team possesses the minimum required experience on a pass/fail basis, only the first two projects listed in the table included in each form will be considered. The two-page project descriptions permitted as described on the individual forms will be considered as part of the scored evaluation. For all projects presented on Forms C-1, D-2, D-3 and D-4, project reference information, including current contact information for an appropriate individual, must be provided on the associated project experience narrative and by completing and submitting Form M. All references should be combined on a single Form M, which shall be provided in Excel format.
The experience of an affiliate of an Equity Member or Major Non-Equity Member will be considered by the Sponsors if the SOQ submitted satisfactorily demonstrates that the affiliates experience, including key personnel and other resources, will be transferred to the entity in question. This RFQ does not seek the experience of sub-consultants and subcontractors that are not Equity Members or Major Non-Equity Members of the Respondent. Experience of such sub-consultants or subcontractors, if presented in the SOQ, will not be evaluated. 5.2.2.4 Key Personnel
The Respondent must identify proposed Key Personnel, demonstrate that the proposed Key Personnel have the minimum required experience, provide an organization chart that includes the proposed Key Personnel, and commit to the availability of the proposed Key Personnel to staff the Project if Respondent is selected to enter into a P3 Agreement with the Department. Specific individuals must be identified as Key Personnel in the following roles: Project Manager Financial Manager Design Manager Construction Manager Operations & Maintenance Manager Minimum Required Experience of Key Personnel Respondent must confirm on Form E-2 that proposed Key Personnel have the minimum required experience. Identified experience must be at a comparable level of responsibility and authority to that proposed on the Project, on one or more project(s) of scope and size similar to that of the Project. One copy of Form E-2 must be completed for the Respondent team, and must include required information for all Key Personnel. Organization Chart Respondent must provide a one-page Organization Chart that identifies Key Personnel, their roles, and their firm names. Respondent team member firms whose personnel would support identified Key Personnel must be shown with their specific roles or functions identified. The Organization Chart must include lines of authority / lines of communication between and among the proposed Key Personnel and/or team member firms. Key Personnel Commitment Respondent shall provide an express, written statement committing that the individuals designated in the SOQ for the positions or roles described in this RFQ (Key Personnel) shall be available to serve in the roles so identified in connection with the Project. All Key Personnel will be required to be onsite full-time during periods that include substantial activity in their proposed area(s) of responsibility. While the Sponsors recognize personnel availability and scheduling issues impact the Respondents, Respondents are urged only to identify and offer personnel who they believe will be available for, and intend to assign to work on, the Project for the positions identified. Procedures addressing changes of personnel, including requirements for the Sponsors approval for such changes, will be set forth in the RFP.
5.2.2.5
Respondent Safety Record and Program
Respondent must demonstrate an acceptable safety record and safety program. Lead Construction Contractor must provide a completed copy of Form-I. Safety records, as quantified on Form-I, shall be deemed acceptable, in part, if its experience modification rate (EMR) for the most recent three-year period is an average of 1.00 or less. Respondents whose EMR is greater than 1.00 must provide an explanation of the circumstances that caused the rate to exceed 1.00, which the Sponsors will consider in determining, in their sole discretion, whether Respondents EMR is acceptable. Sponsors will also consider other statistics provided on Form I, including average total recordable injury/illness rate and average lost work rate for the most recent three-year period. These safety statistics will be deemed acceptable if they do not exceed the corresponding rates for the most recent year published by the U.S. Bureau of Labor Statistics (BLS) for Heavy Construction / Highway Construction Employees. Respondents whose safety statistics exceed the cited BLS figures must provide an explanation of the circumstances that have caused the rate(s) to exceed the BLS figures, which Sponsors will consider in determining, in their sole discretion, whether Respondents safety statistics are acceptable. Respondent shall also provide information for Lead Construction Contractors and Lead O&M Contractors workers compensation experience history for the last five years and submit a summary of their worker safety program(s), which shall include a description of how these firms will provide protection to prevent damage, injury, or loss to employees of these firms and their sub-consultants and subcontractors and other persons who are on the Project site and will minimize lost or restricted workdays due to injuries, and which Sponsors shall determine, in their sole discretion, to be acceptable or unacceptable. 5.2.2.6 General Certifications Respondent must complete and submit copies of Form 026 for the Respondent (if applicable), Equity Members of the Respondent, and Major Non-Equity Members of the Respondent. General Certifications relate to nondiscrimination in employment, affirmative action, fraudulent use of DBE fronts, and whistleblower laws. 5.2.2.7 Ethics Declarations Respondent must complete and submit copies of Form N and Form 119 for the Respondent (if applicable), Equity Members of the Respondent, and Major Non-Equity Members of the Respondent. 5.2.2.8 Compliance with Federal Lobbying Requirements Respondent must demonstrate compliance with federal lobbying requirements (49 CFR Part 20) by completing and submitting Form 025 for the Respondent (if applicable), Equity Members of the Respondent, and Major Non-Equity Members of the Respondent.
5.2.3 Qualifications Scored The following items must be completed and included in the SOQ for it to be considered responsive. In addition, the content of these items will be evaluated on a weighted score basis as described in Section 6 of this RFQ. 5.2.3.1 Financial Capacity Respondent must provide the following: (a) Completed copies of Form C-2 for Respondent (if applicable), all Equity Members, the Lead Construction Contractor, the Lead O&M Contractor, the general partners or joint venture members (if applicable) of each such entity, and the Financially Responsible Parties. Financial statements for the Respondent (if applicable), all Equity Members, the Lead Construction Contractor, the Lead O&M Contractor, the general partners or joint venture members (if applicable) of each such entity, and any Financially Responsible Party.
(b)
Required financial statements shall include: i. Opinion Letter (Auditors Report) ii. Balance Sheet iii. Income Statement iv. Statement of Cash Flows v. Footnotes audited by a certified public accountant in accordance with generally accepted accounting principles (GAAP) or International Financial Reporting Standards (IFRS). Financial statements for the Respondent, Equity Members, Lead Construction Contractor, Lead O&M Contractor, and Financially Responsible Party (in each case, if a consortium, partnership or joint venture, the members thereof) for the three most recent completed fiscal years, must be provided to demonstrate financial capability of the Respondent. If the entity has been in existence for less than three fiscal years, the Respondent should expressly state that such entity has been in existence for less than three fiscal years and shall provide financial statements for the number of fiscal years the entity has been in existence. Respondents shall provide the required financial statements in accordance with the following requirements: GAAP/IFRS: Financial statements for the Respondent (if applicable), Equity Members the Lead Construction Contractor and the Lead O&M Contractor, and, if applicable, the general partners or joint venture members of each entity required to provide financial statements, for the three most recent fiscal years, audited by a
certified public accountant in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP) or International Financial Reporting Standards (IFRS). If financial statements are prepared in accordance with principles other than U.S. GAAP or IFRS, the entity must include a letter from the certified public accountant of the applicable entity, addressing the areas of the financial statements that would be affected by a conversion to U.S. GAAP or IFRS, and the financial impact thereof. A restatement of financial information in accordance with U.S. GAAP or IFRS is not required. U.S. Dollars: Financial statements should be provided in U.S. dollars, if available. If financial statements are not available in U.S. dollars, the Respondent must include summaries of the income statements and balance sheets for the applicable time periods converted to U.S. dollars by a certified public accountant. Audited Statements: Financial statements must be audited by an independent party qualified to render audit opinions (e.g. a Certified Public Accountant). If audited financial statements are not available for an entity required to provide financial statements, the SOQ shall include unaudited financials for such entity, certified as true, correct and complete by the chief financial officer or treasurer of the entity. English: Financial statement information must be prepared in English. If audited financial statements are prepared in a language other than English, translations of all financial statement information must accompany the original financial statement information. Financially Responsible Party Letter of Support: If financial statements of a parent company or affiliate company (Financially Responsible Party) are voluntarily provided to demonstrate financial capability of the Respondent, Equity Member, or Lead Construction Contractor, an appropriate letter from the Financially Responsible Party must be provided confirming that it will financially support all the obligations of the Respondent, Equity Member, or Lead Construction Contractor with respect to the Project. Respondents shall note that Sponsors may, in their sole discretion and based upon a review of the information provided and/or the Respondents form of organization, specify that the participation of an acceptable Financially Responsible Party is required as a condition of shortlisting. Newly Formed Entity: If an entity required to provide financial statements is a newly formed entity and does not have independent financial statements, financial statements for its equity members shall be acceptable, provided that the Respondent has expressly stated that the entity in question is newly formed and does not have independent financial statements. SEC Filings: If an entity required to provide financial statements files reports with the Securities and Exchange Commission (SEC), then electronic links to the latest 10-K and 10-Q shall be provided. Investment Funds: For entities that are fund managers of an investment fund, financial statements must be provided for the fund manager, the limited partnership(s) constituting the investment fund and the general partner(s) of the investment fund. In addition, the Respondent must provide a letter from the chief executive officer, chief financial officer or treasurer of the investment fund which certifies the following:
o o o o o (c)
The investment capacity of the fund; The ownership structure of the various entities in the hierarchy of the fund; The investment criteria of the fund; The approval process for an equity investment; and The description of recent changes in the organization of the fund.
Credit Rating. If available, please provide the credit rating for each entity required to provide financial statements. If no credit ratings exist, include a statement specifying that no credit ratings exist for that entity. Letters of Bank Support. Three letters from underwriters or from the Equity Members principal banks supporting the Respondent or the Equity Members indicating that the identified member is capable of securing, managing and bringing to financial close the financing of a project of this size and nature involving a publicprivate partnership. To be considered, a letter must be issued by a bank having senior long-term, unsecured debt ratings of not less than A or A2, as applicable, issued by at least two of the three major rating agencies (Fitch Ratings, Moodys Investor Service and Standard & Poors Ratings Group). The banks senior long term, unsecured debt ratings shall be indicated in the letter. The letter shall indicate any experience the lender has with the identified Respondent or the Equity Member in connection with public-private partnership concession financing packages in the infrastructure sector that have closed within the past 5 years and that has raised a private finance value in excess of $250 million at time of closing. In instances where the response to this RFQ contains descriptions of proposed or anticipated material changes, for the next reporting period, in the financial condition of an entity required to provide financial statements, the underwriter(s) or bank(s)/financial institution(s) must provide a certificate stating its analysis specifically incorporates a review of the factors surrounding such changes and identifying any special conditions which may be imposed before the raising of finance for the Project.
(d)
(e)
Material Changes in Financial Condition. Provide information regarding any material changes in financial condition for each entity required to provide financial statements for the past three years and anticipated for the next reporting period. If no material change has occurred and none is pending, each of these entities shall provide a letter from their respective chief executive officer, chief financial officer or treasurer so certifying. In instances where a material change has occurred, or is anticipated, the affected entity shall provide a statement describing each material change in detail, actual and anticipated association changes or disruptions in executive management, the likelihood that the developments will continue during the period of performance of the Project, and the projected full extent, nature and impact, positive and negative, of the changes experienced and anticipated to be experienced in the periods ahead. Include discussion of how the change is anticipated to affect the organizational and financial capacity, ability and resolve of each entity required to provide financial
statements, to remain engaged in this procurement and submit a responsive proposal. The entity shall separately provide estimates of the impact on revenues, expenses and the change in equity for each material change as certified by the chief financial officer or treasurer. References to the notes in the financial statements are not sufficient to address the requirement to discuss the impact of material changes. Where a material change will have a negative financial impact, the affected entity shall also provide a discussion of measures that would be undertaken to insulate the Project from any recent material changes, and those currently in progress or reasonably anticipated in the future. If the financial statements indicate that expenses exceed income in each of the three completed fiscal years (even if there has not been a material change), the affected entity shall provide a discussion of measures that will be undertaken to make the entity profitable in the future and an estimate of when the entity will be profitable. Set forth below is a representative list of events intended to provide examples of what the Sponsors consider a material change in financial condition. This list is intended to be indicative only. At the discretion of the Sponsors, any failure to disclose a prior or pending material change may result in disqualification from further participation in the selection process. List of Representative Material Changes: o An event of default or bankruptcy involving the affected entity, or the parent corporation of the affected entity; o A change in tangible net worth of 10% of shareholder equity; o A sale, merger or acquisition exceeding 10% of the value of shareholder equity prior to the sale, merger or acquisition which in any way involves the affected entity or parent corporation of the affected entity; o A change in credit rating for the affected entity or parent corporation of the affected entity; o Inability to meet material conditions of loan or debt covenants by the affected entity or parent corporation of the affected entity, which has required or will require a waiver or modification of agreed financial ratios, coverage factors or other loan stipulations, or additional credit support from shareholders or other third parties; o In the current and three most recent completed fiscal years, the affected entity or the parent corporation of the affected entity either: (i) incurs a net operating loss; (ii) sustains charges exceeding 5% of the then shareholder equity due to claims, changes in accounting, write-offs or business restructuring; or (iii) implements a restructuring/reduction in labor force that exceeds 200 positions or involves the disposition of assets exceeding 10% of the then shareholder equity; o Other events known to the affected entity which represents a material change in financial condition over the past three years, or may be pending for the next reporting period.
(f)
Off-Balance Sheet Liabilities. Provide a letter from the chief financial officer or treasurer of the entity or the certified public accountant for each entity for which financial information is submitted, identifying (1) the number of off balance sheet liabilities and (2) the aggregate dollar amount thereof.
5.2.3.2 Relevance and Depth of Team Experience Respondent team members are asked to expand upon their presentation of the minimum experience requested in RFQ Section 5.2.2.3. Lines three and four of the tabular portion of, and all of the associated project narratives required by, Forms C-1, D-2, D-3 and D-4 will be considered in response to this item. This RFQ does not seek the experience of sub-consultants and subcontractors that are not Equity Members or Major Non-Equity Members of the Respondent. Experience of such sub-consultants or subcontractors, if presented in the SOQ, will not be evaluated. The Sponsors are interested in successful project experiences that are directly relevant to the Project, in terms of their scope, size, complexity, and/or project delivery method. Project experience that was accomplished in a P3 environment will be considered more favorably than comparable experience from DBOM or other turnkey contracts, which inturn will be considered more favorably than comparable design-build project experience, which in-turn will be considered more favorably than design-bid-build experience. Project experience that is more recent will be considered more favorably than comparable experience that is less recent. Relevant project characteristics include design/engineering, construction, finance, and/or operation and maintenance in the following contexts: Large limited access highways in urban areas; Highway interchanges and overpasses/underpasses; Structures over existing active railroads; Roadway tolling systems/facilities; Highway widening under traffic; Highway pavement rehabilitation under traffic; Highway construction under traffic; Coordination with toll systems and ITS systems procurement, installation, and integration. Design and construction activity interaction or integration; Construction/reconstruction using innovative designs, methods, and materials; Construction in environmentally sensitive areas; Long-term pavement maintenance; Long-term highway operation; Warranties; and Community relations during construction and tolling operations (including website development and maintenance).
Finance Using lines three and four of Part 1 of Form C-1 provide up to two additional projects. For each project presented in Part 1 of Form C-1, provide a narrative description up to a maximum length of two pages per project. Similar to the constraints identified for the first two projects presented on Form C-1, project experience related to Finance and provided on lines three and four of Form C-1 is
limited to the last ten years. One reference is required for each project presented; references must be included in the project experience narratives and Form M. Design/Engineering Using lines three and four of Form D-2 provide up to two additional projects. For each project presented in Part 1 of Form D-2, provide a narrative description up to a maximum length of two pages per project. Similar to the constraints identified for the first two projects presented on Form D-2, project experience related to Design and Engineering and provided on lines three and four of Form D-2 is limited to the last ten years. One reference is required for each project presented; references must be included in the project experience narratives and Form M. Construction Using lines three and four of Form D-3 provide up to two additional projects. For each project presented in Part 1 of Form D-3, provide a narrative description up to a maximum length of two pages per project. Similar to the constraints identified for the first two projects presented on Form D-3, project experience related to Construction and provided on lines three and four of Form D-3 is limited to the last ten years. One reference is required for each project presented; references must be included in the project experience narratives and Form M. Operations & Maintenance Using lines three and four of Part 1 of Form D-4 provide up to two additional projects. For each project presented in Part 1 of Form D-4, provide a narrative description up to a maximum length of two pages per project. Consistent with the first two projects presented in Part 1 of Form D-4, project experience related to Operations & Maintenance and provided on lines three and four of Form D-4 is limited to projects for which the O&M contract term was or is at least five years, and for which the O&M term was or is active within the past ten years. One reference is required for each project presented; references must be included in the project experience narrative and Form M. 5.2.3.3 Relevance and Depth of Key Personnel Experience Respondent shall provide resumes for all identified Key Personnel. Each resume shall be limited to two pages in length. Key Personnel shall have demonstrated successful experience at a comparable level of responsibility and authority to that proposed on the Project, on one or more project(s) of scope, size and complexity similar to the Project. Relevance of project experience for Key Personnel will be evaluated in the contexts provided for Respondent Team experience in Section 5.2.3.1. 5.2.3.4 Experience Working Together on Previous Projects Describe whether, and if so how, any of the Equity Member(s) and/or Major Non-Equity Member(s) have worked together in the past, emphasizing P3, other turnkey, and design/build projects. Identify the projects, describe their scope and scale, and identify their project delivery technique. Respondent shall provide narrative description up to a maximum length of two pages.
5.2.3.5 Project Understanding Respondent must describe its understanding of both the financial and technical aspects of the Project. The Project Understanding is intended to serve the following purposes: 1. to help identify those Respondents that possess knowledge and understanding of the specific requirements and challenges associated with financing a large scale P3 project; 2. to help identify those Respondents that possess knowledge and understanding of the specific project management, technical and maintenance issues, risks and opportunities associated with the Project; and, 3. to help identify those Respondents demonstrating an understanding of how the P3 process, and its sharing of risks, benefits and responsibilities, is applied and managed to assure the success of the Project. At a minimum, Respondent must list and briefly describe the significant issues, risks, and opportunities facing the selected Proposer and/or the Sponsors; and, briefly describe how Respondent would, with particular emphasis on its project management experience and capabilities, employ its organization and the P3 process to maximize the likelihood of Project success, in the context of the Sponsors Project goals listed in Section 1.1 of this RFQ. The presentation and format of the Respondents Project Understanding is at the discretion of the Respondent. The Project Understanding is limited to four pages.
6
6.1
EVALUATION PROCESS AND CRITERIA

SOQ EVALUATION PROCEDURE
The evaluation of SOQs will consist of two steps. The first step will consist of a review to determine whether Respondents are responsible and responsive, and to determine whether all pass/fail criteria are met. SOQs that satisfy the requirements of this first step will then be evaluated in terms of scored criteria in the second step of the process. The Sponsors will be using multiple panels of Sponsor personnel and consultants to gather information, conduct research and perform analyses to support the evaluation of the SOQs by the Project Selection Committee. The Sponsors may at any time request additional information or clarification from a Respondent or may request a Respondent verify or certify certain aspects of its SOQ. Upon receipt of requested additional information and/or clarifications, if any, the SOQ will be reevaluated to take into account such additional information and/or clarifications. The Sponsors, through the Project Selection Committee, will evaluate and rank SOQs and select Shortlisted Respondents in a manner that furthers the best interests of the Sponsors as determined in their sole discretion.
6.2
EVALUATION OBJECTIVE
The objective of the RFQ step of the procurement is to shortlist Respondents with the legal, financial, technical and management experience, capability, and capacity necessary to successfully undertake and complete the Project. Shortlisted Respondents will have demonstrated their ability to successfully plan, design, build, finance, manage, and control the Project, to complete the Project on or ahead of schedule and within their budget, and to provide operations and maintenance services according to the standards and requirements established under the P3 Agreement. 6.3 RESPONSIVENESS REVIEW
Each SOQ will be reviewed to determine (a) conformance to the RFQ instructions regarding organization and format, and (b) the responsiveness of the Respondent to the requirements set forth in this RFQ and identified in the Requirements Checklist provided in Section 6.6. Those SOQs not responsive to this RFQ may be excluded from further consideration and the Respondent will be so notified. The Sponsors may also exclude from consideration any Respondent whose SOQ contains a material misrepresentation. Apparent clerical mistakes or typographical errors, or nonconformities or irregularities that are unrelated to the substantive content of the SOQ, will not be the basis for elimination from further consideration by the Sponsors. The Sponsors reserve the right to waive any nonconformity or irregularity, if such waiver is deemed by the Sponsors, in their sole discretion, to be in their best interest. 6.4 PASS / FAIL SOQ CATEGORIES
In conjunction with the evaluation of each SOQ for responsiveness, the Sponsors will evaluate selected portions of each SOQ on a pass/fail basis, pursuant to the requirements set forth in the Requirements Checklist provided in Section 6.6. 6.5 SCORED SOQ CATEGORIES
Each responsive SOQ passing the responsiveness review and all of the pass/fail requirements set forth in the RFQ will be evaluated and scored according to the criteria set forth in the Requirements Checklist provided in Section 6.6. 6.6 REQUIREMENTS CHECKLIST
GENERAL REQUIREMENTS ID R1 RFQ SECTION REFERENCE Organization, Format, and Completeness - The SOQ must conform to the 5.1 and RFQ instructions regarding organization and format, and must include all 5.2.1 information and completed forms required by the RFQ. Apparent clerical mistakes or typographical errors, or non-conformities and irregularities that are unrelated to the substantive content of the SOQ, will not be the basis for determining an SOQ to be non-responsive ITEM DESCRIPTION AND RESPONSIVENESS REQUIREMENTS Transmittal Letter - Respondent must provide a transmittal letter that includes the information identified in, and follows the format provided in, Form A. The letter must include a statement regarding authorization and accuracy of the letter as specified in RFQ Section 5.2.1.1, and be properly executed by an authorized official of the Respondent (if applicable) and each Equity Member. Respondent Information - Respondent must provide a complete copy of Form F-1 that fully identifies Respondent (if applicable) and all Equity Members and Major Non-Equity Members. Respondent Information - Respondent must provide fully executed copies of agreement(s), or contracts, and other documentation, as applicable, to define the formal relationships between and among Equity Members of the Respondent. Required copies of agreement(s) or contract(s) and other documentation must specify that all general partners, joint venturers, or Equity Members agree to be fully liable for performance under the P3 Agreement, if awarded. If the entity that will enter into the P3 Agreement has not yet been formed as a legal entity, information shall be included identifying the type of organization to be formed and the commitment of the Equity Members, if shortlisted, to finalize the organizational documents prior to Proposal submittal. 5.2.1.1
R2
R3
5.2.1.2
R4
5.2.1.2
R5
Respondent Information - If Equity Members and/or Major Non-Equity Members of different Respondents have the same parent company or are otherwise affiliated, each affected Respondent must provide a description of how conflicts of interest would be avoided by the affiliated participants during the shortlisting and proposal phases of the Project. SOQ Certification - Respondent must provide a completed copy of Form K-1, executed by the Respondent (if applicable) and all Equity Members of the Respondent, and a completed copy of Form K-2 executed by the Major Non-Equity Members.
5.2.1.2
R6
5.2.1.3
QUALIFICATIONS: PASS/FAIL ID ITEM DESCRIPTION AND MINIMUM REQUIREMENTS RFQ SECTION REFERENCE 5.2.2.1
PF1 Performance and Payment Bonding Capacity - Respondent must provide a letter, from a surety authorized to issue bonds in the State of California, indicating without conditions or qualifications that the Lead Construction Contractor is capable at the time of SOQ submission of obtaining a performance bond in the amount of at least $500 million and a separate payment bond in the same amount. Surety must be rated "A" or better and "Class VIII" or better by A.M. Best & Company. Evidence of surety's rating must be attached to the letter. Letter must state that surety has read this RFQ, and evaluated the backlog and work-in-progress of the Lead Construction Contractor in determining its bonding capacity. NOTE: If Respondent is unable to comply with this requirement, Respondent must comply with requirement PF2 to earn a Pass rating. PF2 Letters of Credit - As an alternative to the performance bond component of the required surety letter, the Respondent may submit a letter from a bank indicating a willingness, without conditions or qualifications, to issue a letter of credit for the Lead Construction Contractor as account party in the amount of $500 million at the time of SOQ submission. The letter must be issued by a bank having long-term, unsecured debt ratings of not less than "A" or "A2", as applicable, issued by at least two of the three major ratings agencies (Fitch Ratings, Moody's Investor Service, and Standard & Poor's Ratings Group). The bank's long term, unsecured debt rating shall be indicated in the bank letter. PF3 Debarment, Suspension, and Other Certifications - Respondent must provide completed copies of Form F-2 for Respondent (if applicable), all Equity Members and Major Non-Equity Members. There is no page limit for Form F-2.
5.2.2.1
5.2.2.3
PF4 Minimum Team Experience Requirements / Financial - Respondent must provide a completed copy of Form C-1 from an Equity Member. The information provided on Form C-1 must reflect the experience, competency, and capability necessary to successfully complete the financing of the Project. Only the first two projects listed in the tabular portion of Form C-1 will be considered in the pass/fail review. (Additional projects presented in the tabular portion of Form C-1, as well as the corresponding narrative descriptions of all of the projects presented, will be considered in the scored portion of the evaluation.) If the experience to be presented consists of projects that pertain to more than one Equity Member, a copy of Form C-1 must be submitted by each affected Equity Member and presenting only its project experience. The two projects presented to meet the pass/fail requirement must include one project that is not more than four years old and one project that is not more than ten years old. Projects presented must meet all other minimum requirements identified on Form C-1, including those related to scope, scale, equity position, and active personnel. Project references must be included both on Form C-1 and on Form M. PF5 Minimum Team Experience Requirements / Design and Engineering Respondent must provide a completed copy of Form D-2 from the Lead Engineering Firm. The information provided on Form D-2 must reflect the experience, competency, and capability necessary to successfully complete the design of the Project. Only the first two projects listed in the tabular portion of Form D-2 will be considered in the pass/fail review. (Additional projects presented in the tabular portion of Form D-2, as well as the corresponding narrative descriptions of all of the projects presented, will be considered in the scored portion of the evaluation.) The two projects presented to meet the pass/fail requirement must include one project that achieved final design within the last four years and one project that achieved final design within the last ten years. Projects presented must meet all other minimum requirements identified on Form D-2, including those related to scope, scale, level of responsibility, and active personnel. Project references must be included both on Form D-2 and on Form M.
5.2.2.4
5.2.2.4
PF6 Minimum Team Experience Requirements / Construction - Respondent must provide a completed copy of Form D-3 from the Lead Construction Contractor. The information provided on Form C-1 must reflect the experience, competency, and capability necessary to successfully complete the construction of the Project. Only the first two projects listed in the tabular portion of Form D-3 will be considered in the pass/fail review. (Additional projects presented in the tabular portion of Form D-3, as well as the corresponding narrative descriptions of all of the projects presented, will be considered in the scored portion of the evaluation.) The two projects presented to meet the pass/fail requirement must include one project that was completed within the last four years and one project that was completed within the last ten years. Projects presented must meet all other minimum requirements identified on Form D-3, including those related to scope, scale, level of responsibility, and active personnel. Project References must be included both on Form D-3 and Form M. PF7 Minimum Team Experience Requirements / O&M - Respondent must provide a completed copy of Form D-4 from the Lead O&M Contractor. The information provided on Form C-1 must reflect the experience, competency, and capability necessary to successfully complete the operation and maintenance of the Project. Only the first two projects listed in the tabular portion of the form will be considered in the pass/fail review. (Additional projects presented in the tabular portion of Form D-4, as well as the corresponding narrative descriptions of all of the projects presented, will be considered in the scored portion of the evaluation.) The two projects presented to meet the pass/fail requirement must only include projects for which the O&M contract term is five years or longer, and must include one project for which the O&M term spans some portion of the past four years, and another project for which the O&M term spans a portion of the past ten years. Projects presented must meet all other minimum requirements identified on Form D-4, including those related to scope, scale, level of responsibility, and active personnel. Project References must be included both on Form D-4 and on Form M. PF8 Key Personnel / Project Manager - Respondent must submit a completed Form E-2 for the proposed Project Manager. Proposed Project Manager must have a minimum of 10 years of professional experience and a minimum of 5 years of project management experience. The information provided on Form E-2 must reflect sufficient experience and training to competently manage and complete the design, finance, construction, operation and maintenance of the Project.
5.2.2.4
5.2.2.4
5.2.2.5
PF9 Key Personnel / Financial Manager - Respondent must submit a completed Form E-2 for the senior financial manager with the Equity Member having the proposed largest equity position in the entity proposed to enter into the P3 Agreement with the Department, and who is proposed to have primary responsibility for financing the Project. This individual must have a minimum of five years of experience in the preparation and/or evaluation of private sector financing for large scale infrastructure projects, and a minimum of three years of experience, at the responsible decision-making level, in the planning and implementation of private sector financing for large scale infrastructure projects. The information provided on Form E-2 must reflect sufficient experience and training to competently manage and complete the financing of the Project. PF10 Key Personnel / Design Manager - Respondent must submit a completed Form E-2 for the proposed Manager of Design & Engineering. Proposed Manager of Design & Engineering must have 10 years of professional experience and must have 5 years of design management experience. The information provided on Form E-2 must reflect sufficient experience and training to completely manage and complete the design of the Project. Proposed Manager of Design and Engineering must be a licensed Professional Civil Engineer in the State of California at the time of award of the P3 Agreement. PF11 Key Personnel / Construction Manager - Respondent must submit a completed Form E-2 for the proposed Manager of Construction. Proposed Manager of Construction must have 10 years of professional experience and must have 5 years of experience in field management of construction. The information provided on Form E-2 must reflect sufficient experience and training to competently manage and complete the construction of the Project. PF12 Key Personnel / Operations & Maintenance Manager - Respondent must submit a completed Form E-2 for the proposed Operations & Maintenance (O&M) Manager. Proposed O&M Manager must have 10 years of professional experience and must have 5 years of management experience. The information provided on Form E-2 must reflect sufficient experience and training to competently manage and complete the operation and maintenance of the Project. PF13 Key Personnel / Organization Chart - Respondent must submit a onepage organization chart that includes all Key Personnel, their roles, and their firm names.
5.2.2.5
5.2.2.5
5.2.2.5
5.2.2.5
5.2.2.5
PF14 Key Personnel / Availability Commitment - Respondents must submit a written statement committing that the proposed Key Personnel will be available to serve in the roles identified if Respondent is selected to implement the Project. PF15 Safety Record, Policy and Practices - Lead Construction Contractor must submit completed copy of Form I. Lead Construction Contractors experience modification rate (EMR) for the most recent three-year period must be certified to be an average of 1.00 or less, and its other safety statistics reported on Form I for the most recent three-year period does not exceed the corresponding rates for the most recent year published by the U.S. Bureau of Labor Statistics (BLS) for Heavy Construction / Hoghway Construction Employees. Respondent shall also provide information for the Lead Construction Contractors workers compensation experience history, and a summary of their worker safety program(s).
5.2.2.5
5.2.2.6
PF16 General Certifications - Respondent must submit completed copies of Form 026 for Respondent (if applicable), all Equity Members and all Major Non-Equity Members. PF17 Ethics Declarations - Respondent must submit completed copies of Form 119 and Form N for Respondent (if applicable), all Equity Members and all Major Non-Equity Members. PF18 Federal Lobbying Requirements - Respondent must submit completed copies of Form 025 for Respondent (if applicable), all Equity Members and all Major Non-Equity Members. QUALIFICATIONS: SCORED ID ITEM DESCRIPTION AND SCORING METHODOLOGY
5.2.2.8
5.2.2.9
5.2.2.10
RFQ SECTION REFERENCE
FINANCIAL CAPACITY S1 Various financial statements, records and documentation as described in the following paragraphs must be submitted by the Respondent (if it is a legally formed entity), the Financially Responsible Party (if applicable), the Equity Members of the Respondent, the Lead Construction Contractor, and the Lead O&M Contractor, for purposes of evaluating the financial capacity of the Respondent to successfully undertake and complete the Project. Financial Capacity / Form C-2 - Respondent must provide completed copies of Form C-2 for entities required to provide financial statements. Form C-2 will be evaluated using ratio analysis and other metrics.
5.2.3.4
Financial Capacity / Audited Financial Statements - The entities required to provide financial statements must submit audited financial statements, prepared in accordance with U.S. GAAP or IFRS, for the previous three fiscal years. Financial statements shall include: the Opinion Letter; balance sheet; income statement; statement of changes in cash flow; and, footnotes. Financial statements not prepared in accordance with U.S. GAAP or IFRS must be accompanied by a letter from a CPA for the affected entity, addressing the areas of the financial statements that would be affected by a conversion to U.S. GAAP or IFRS, and the financial impact(s) thereof. If an entity required to provide financial statements is newly formed and does not have independent financial statements, or is not yet formed, financial statements for its equity members (or parent companies) will suffice. The financial statements provided will be evaluated using ratio analysis and other metrics, taking into consideration profitability, capital structure, ability to service existing debt, ability to invest equity, and other commitments and contingencies, to evaluate the financial capacity of the Respondent to execute the Project. Financial Capacity / SEC Filings - Any entity required to provide financial statements that reports with the Securities and Exchange Commission (SEC), shall provide a copy of their latest annual report on Form 10-K, or an Internet link thereto. For all quarters subsequent, copies of any filed Forms 10-Q or 8-K, or Internet links thereto, shall be provided. Information contained in SEC filings will be evaluated in the same way as the audited financial statements. Financial Capacity / Material Changes in Financial Position - For each of the entities required to submit financial statements, provide information regarding any material changes in financial condition for the past three years and anticipated for the next reporting period. These financial data will be evaluated in the same way as the audited financial statements. Financial Capacity / Financially Responsible Party If financial statements of a parent company or affiliate company (Financially Responsible Party) are voluntarily provided to demonstrate financial capability of the Respondent, Equity Member or Lead Construction Contractor, an appropriate letter from the Financially Responsible Party, signed by an officer thereof, must be provided confirming that it will financially support all the obligations of the Respondent, Equity Member or Lead Construction Contractor, with respect to the Project. Sponsors may, in their sole discretion and based upon a review of the information provided and/or the Respondents form of organization, require the participation of an acceptable Financially Responsible Party as a condition of shortlisting. The financial capacity of the Financially Responsible Party will be evaluated in essentially the same way as the financial materials for the Respondent.
Letters of Bank Support Three letters shall be provided, from underwriters or principal banks used by the parties required to submit financial statements, supporting such entities and indicating the entity is capable of securing, managing and bringing to financial close, the financing for a project of this size and nature involving a public-private partnership. Investment Funds For entities that are fund managers of an investment fund, financial statements must be provided for the fund manager, the limited partnership(s) constituting the investment fund, and the general partner(s) of the investment fund. The financial statements provided will be evaluated in essentially the same way as the financial materials for the Respondent. In addition, Respondent must provide a certification letter from the chief executive officer, chief financial officer, or treasurer regarding the investment capacity of the fund, ownership structure of the various entities in the hierarchy of the fund, investment criteria for the fund, approval process for equity investment, and description of recent changes in the organization of the fund. Credit Rating Respondent shall provide credit ratings for all entities required to provide financial statements. If no credit ratings exist for a given entity within the Respondent, Respondent must provide a statement indicating that no credit ratings exist for that entity. PROJECT EXPERIENCE: FINANCIAL S2 Relevance and Depth of Team Experience / Finance Up to two additional projects presented on lines three and four of Form C-1, as well as all of the narrative descriptions provided as part of Form C-1, will be evaluated. Experience will be considered more favorably to the extent that it demonstrates Respondents understanding of the complexity of financing roadway public-private partnership projects involving an availability payment mechanism, pricing on a long-term life cycle cost basis, structuring for investment grade senior debt, use of private activity bonds, bank debt and federal credit assistance, and risk exposure for design, construction, operations, and maintenance, in the United States. Finance-related experience presented on lines three and four of Form C-1 must have been completed within the past ten years. Project references must be included both in the project experience narrative and on Form M.
5.2.3.1
S3
Relevance and Depth of Key Personnel Experience / Financial Manager Respondent must provide resume of up to two pages in length for a senior financial manager with the Equity Member having the proposed largest equity position in the entity proposed to enter into the P3 Agreement with the Department, and who is proposed to be responsible to lead the arrangement of the financing of the Project This individual is preferred to have 10 years of experience in planning and executing private sector financing for large scale infrastructure projects, especially highway projects, and 5 years of experience having overall responsibility for planning and executing private sector financing for large-scale infrastructure projects, especially highway projects, in the United States.
5.2.3.2
PROJECT EXPERIENCE: DESIGN AND ENGINEERING S4 Relevance and Depth of Team Experience / Design and Engineering Up to two additional projects presented on lines three and four of Form D-2, as well as the narrative descriptions provided as part of Form D-2 will be evaluated. Experience will be considered more favorably to the extent that it demonstrates Respondents understanding of the complexity of designing roadway projects that include freeway widening and surface renewal under traffic, new freeway construction in an existing highway alignment under traffic, replacement of bridge structures over active railroad lines, and installation of automated electronic tolling (AET) systems and integration thereof with existing back-office systems, in the United States. Design and Engineering-related experience presented on lines three and four of Form D-2 must have been completed within the past ten years. Project references must be included both in the project experience narrative and on Form M. S5 Relevance and Depth of Key Personnel Experience / Design Manager Respondent must provide resume of up to two pages in length. Proposed Manager of Design and Engineering is preferred to have 15 years of experience managing the design of complex infrastructure projects, 10 years of experience managing the design of major urban freeway projects, 5 years of experience managing the design function of major design-build urban freeway projects, five years managing the design of highway projects similar in scope and complexity to the Project, in the United States.
5.2.3.1
5.2.3.2
PROJECT EXPERIENCE: CONSTRUCTION S6 Relevance and Depth of Team Experience / Construction Up to two additional projects presented on lines three and four of Form D-3,as well as the narrative descriptions provided as part of Form D-3 will be evaluated. Experience will be considered more favorably to the extent that it demonstrates Respondents understanding of the complexity of constructing roadway projects that include freeway widening and surface renewal under traffic, constructing new freeway in an existing highway alignment under traffic, replacement of bridge structures over active railroad lines, and installation of automated electronic tolling (AET) systems and integration thereof with existing back-office systems, in the United States. Construction-related experience presented on lines three and four of Form D-3 must have been completed within the last ten years. Project references must be included both in the project narrative and on Form M. Relevance and Depth of Key Personnel Experience / Construction Manager - Respondent must provide resume of up to two pages in length. Proposed Manager of Construction is preferred to have at least 15 years of experience managing construction of complex infrastructure projects, 10 years of experience managing the construction of major urban freeway projects, and five years of experience managing the construction of major design-build urban freeway projects, in the United States. PROJECT EXPERIENCE: OPERATIONS & MAINTENANCE S8 Relevance and Depth of Team Experience / Operations & Maintenance Up to two additional projects presented on lines three and four of Form D-4, as well as the narrative descriptions provided as part of Form D-4 will be evaluated. Experience will be considered more favorably to the extent that it demonstrates Respondents understanding of the complexity of operating and maintaining roadways during construction, operating and maintaining high-volume urban freeways and toll roads, and operating and maintaining automated electronic tolling (AET) systems, in the United States. O&M-related experience presented on lines three and four of Form D-1 must include an O&M term that spans at least a portion of the past ten years. Project references must be included both in the project experience narrative and on Form M. S7 S9 Relevance and Depth of Key Personnel Experience / Operations & Maintenance Manager - Respondent must provide resume of up to two pages in length. The proposed Manager of O&M is preferred to have at least 15 years of experience managing the operations and maintenance of major urban freeways, and five years of experience managing the operations and maintenance of major urban highway toll system field elements, in the United States.
5.2.3.1
5.2.3.2
5.2.3.1
5.2.3.2
PROJECT EXPERIENCE: PROJECT MANAGEMENT AND TEAM SHARED EXPERIENCE S10 Relevance and Depth of Key Personnel Experience / Project Manager Respondent must provide resume of up to two pages in length. Proposed Project Manager is preferred to have 15 years of experience managing complex infrastructure projects, 10 years of experience managing the design and construction of major urban freeway projects, five years of experience managing major design-build urban freeway projects, and recent experience as a project manager for the design and construction of a highway project similar in scope and complexity to the project, in the United States. S11 Respondent Team's Experience Working Together Respondent must provide description of up to two pages in length. Respondent will be evaluated on the extent to which members of their team have worked together previously to successful deliver relevant projects. PROJECT UNDERSTANDING S12 Project Understanding - Respondent will be evaluated on their discussion of their knowledge and understanding of the technical and financial aspects of the Project, in its specific context of the P3 project delivery technique. The Project Understanding is limited to four pages in length.
5.2.3.2
5.2.3.3
5.2.3.5
6.7 RELATIVE WEIGHTS OF SCORED MATERIALS

FINANCIAL CAPABILITY PROJECT EXPERIENCE PROJECT UNDERSTANDING
TOTALS
Financial Capability Project Experience - Financing - Design - Construction - Operations & Maintenance - Project Management and Team Shared Experience Project Understanding Financial Technical
40%
40%
5% 11% 11% 11%
5% 11% 11% 11%
12%
12%
5% 5% 40% 50% 10%
5% 5% 100%
7.
SPONSORS RESERVED RIGHTS
In connection with this procurement, the Sponsors reserve to themselves all rights available to it under applicable laws, which rights shall be exercised by the Sponsors at their sole discretion, including without limitation and with or without cause or notice, the right to: A. Withdraw or cancel this RFQ in whole or in part at any time prior to the execution by the Department of the P3 Agreement, without incurring any cost obligations or liabilities and cancel the procurement at any time prior to award; B. Issue a new RFQ; C. Accept or reject any and all submittals and responses, or any parts thereof, received at any time; D. Modify dates set or projected in this RFQ; E. Terminate evaluations of responses received; F. Revise and modify at any time prior to the deadline for submittal of SOQs, by Addendum, criteria and factors to be considered in evaluating responses to this RFQ, and the evaluation methodology, rating, weighting process, and source selection procedures that are described in this RFQ; G. Waive any informalities, irregularities or omissions in an SOQ, or permit corrections, addenda, and supplements to data submitted with any response to this RFQ; H. Adjust, increase, limit, suspend or rescind the qualification rating and determination based on subsequently learned information; I. Issue addenda, supplements, and modifications to this RFQ at any time;
J. Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFQ or the Respondent; K. Permit Respondents to add or delete firms and/or Key Personnel until such time as the Sponsors declare in writing that a particular stage or phase of its review has been completed and closed; L. Add, change or delete Respondents responsibilities from the information contained in this RFQ or the subsequent RFP; M. Disqualify any Respondent that changes its submittal after the SOQ due date without the Sponsors approval; N. Add or modify its reserved rights in the subsequent RFP; and, O. Make all final determinations.
SOQs, once received, become the property of the Sponsors. The Sponsors make no representations that the P3 Agreement will be awarded based on the requirements of this RFQ. The sole purpose of this RFQ is to facilitate identification, by the Sponsors and at their sole discretion, of up to four qualified Respondents, to which the Sponsors anticipate issuing an RFP for the Project
APPENDIX A: ACRONYMS AND DEFINITIONS
APPENDIX A ACRONYMS AND DEFINITIONS Request for Qualification Issued May 31, 2013
1.
Acronyms
The following acronyms are used in this document and are defined as shown below:
AET ARTI Project CCR CD CFR DBE FHWA GAAP HOT HOV IFRS LOC OJT OSHA P3 PDF PLA PT RFP RFQ SEC SHOPP SOQ TIFIA USDOT All Electronic Tolling Accelerated Regional Transportation Improvements Project California Code of Regulations Compact Disk Code of Federal Regulations Disadvantaged Business Enterprise Federal Highway Administration Generally Accepted Accounting Principles High Occupancy Toll High Occupancy Vehicle International Financial Reporting Standards Letter of Credit On the Job Training Occupational Health and Safety Administration Public-Private Partnership Portable Document Format Project Labor Agreement Pacific Time Request for Proposals Request for Qualifications Securities and Exchange Commission State Highway Operation and Protection Program Statement of Qualifications Transportation Infrastructure Finance and Innovation Act United States Department of Transportation
APPENDIX A ACRONYMS AND DEFINIITONS Request for Qualification Issued May 31, 2013
2.
Definitions
Addenda/Addendum Supplemental additions, deletions, and modifications to the provisions of the RFQ issued after the release date of the RFQ. Affiliate Includes parent companies, subsidiary companies and partners (of the reporting entity) and other potentially financially liable parties for that entity. Appealer A Respondent that has properly submitted an appeal of a Determination of NonResponsiveness and/or Failure to Meet Minimum Requirements. Availability Payments (AP) Periodic payments made to the Developer by the Department after Service Commencement for the Project. Entitlement to the Availability Payments is generally based on the availability of the Project elements to vehicular traffic and/or the Developers conformance with the criteria established in the P3 Agreement as will be specified in the RFP. Comprehensive Development Lease Agreement (CDLA) A set of integrated contract documents consisting of the P3 Agreement, the Project lease, and the technical provisions for the Project. Developer The legal entity that is formed by the Respondent team selected by the Sponsors pursuant to the RFP and that enters into the P3 Agreement with the Department. Cooperative Agreements The written contracts between Metro and the Department setting forth their respective roles and obligations with respect to the delivery of the Project under California Streets and Highways Code Section 143. Department The California Department of Transportation (Department). The Department is, in cooperation with Metro, a sponsor of the ARTI Project. The Department will enter into the planned P3 Agreement with the Developer. Disadvantaged Business Enterprise (DBE) A for-profit small business concern, as defined in 49 CFR Part 26. Equity Member A member of the Respondent that will directly or indirectly contribute shareholders equity to the Developer as part of the financing plan for the Project. Final Acceptance Written confirmation by the Department that the Project construction has been completed in accordance with the P3 Agreement, and has been accepted subject to warranty obligations and other obligations and liabilities of the Developer under the CDLA. Financially Responsible Party A parent company or otherwise affiliated company that will support all of the obligations of the Respondent, Equity Member, or Lead Construction Contractor, with respect to the Project. Key Personnel Individuals from the Respondent, as identified in the Respondents SOQ, to fill the positions specified in Section 6.4(I) of the RFQ. Additional key personnel positions may be identified in the RFP. Lead Construction Contractor A member of the Respondent that will be primarily
APPENDIX A ACRONYMS AND DEFINIITONS Request for Qualification Issued May 31, 2013 ii
responsible for the construction of the Project. The Lead Construction Contractor, whether a single entity or a joint venture, must, prior to award, be licensed by the State of California Contractors License Board in a classification appropriate to the work to be undertaken. No more than one Lead Construction Contractor per Respondent Organization will be allowed. Lead Engineer The individual who is the lead design engineer for the Lead Engineering Firm; this individual is also referred to as the Manager of Design. The Lead Engineer shall be licensed in the State of California pursuant to the Professional Engineers Act (Chapter 7 (commencing with Section 6700), Division 3, California Business and Professions Code), prior to award of the P3 Agreement. Lead Engineering Firm A member of the Respondent, whether a single entity or a joint venture, that is primarily responsible for the design and engineering work and services under the P3 Agreement. No more than one Lead Engineering Firm per Respondent will be allowed. Lead Operations and Maintenance (O&M) Contractor A member of the Respondent, whether a single entity or a joint venture, that is primarily responsible for the maintenance and operation work and services under the P3 Agreement. The Lead O&M Contractor, whether a single entity or a joint venture, must be licensed by the State of California Contractors License Board in a classification appropriate to the work to be undertaken, prior to issuance of a notice to proceed for such work. No more than one Lead O&M Contractor per Respondent will be allowed. Major Non-Equity Member If the Respondents Lead Construction Contractor, Lead Engineering Firm, or Lead Operations and Maintenance Contractor is not an Equity Member, then such entity will be considered by the Sponsors as a Major Non-Equity Member. Metro The Los Angeles County Metropolitan Transportation Authority (LACMTA). Metro is a funding partner with the Department for the Project. Metro is also conducting the procurement process for the Project as agent for the Department. Pacific Time Pacific Standard Time or Pacific Daylight Time; whichever is in effect at the relevant time of year. Project Labor Agreement Metros Project Labor Agreement covering construction activities. Project The Accelerated Regional Transportation Improvements (ARTI) Project. Project Selection Committee A group of individuals within Metro and the Department authorized to select the Shortlisted Respondents based on the evaluation criteria identified in this RFQ. The Project Selection Committee includes the following panels: Pass/Fail; Design; Construction; Operations & Maintenance; Finance; and, Legal. Proposal A proposal submitted by a Shortlisted Respondent in response to the RFP, including any revisions thereto. Proposer The entity comprised of an individual, person, proprietorship, firm, partnership, limited liability partnership, professional corporation, limited liability company, business association, corporation, joint venture, combination thereof, or other legal entity, however organized, submitting a proposal in response to the RFP.
APPENDIX A ACRONYMS AND DEFINIITONS Request for Qualification Issued May 31, 2013 iii
Prospective Member of a Respondent For purposes of potentially submitting a protest of the RFQ, an entity that has the experience, capabilities and resources to reasonably anticipate the possibility of participating in a Respondent team. Public-Private Partnership Agreement (P3 Agreement) The written contract between Department and the Developer setting forth the obligations of the parties with respect to the Project, including, but not limited to, furnishing of labor, materials, equipment, services and other incidentals necessary to, or convenient for, the successful completion of, the design, construction, financing, operation and maintenance activities for the Project and the carrying out of the Developers duties and obligations Reference Information Documents The documents relating to the Project identified in Appendix B. Respondent As defined in Section 1. Protestor A Prospective Member of a Respondent that has properly submitted a protest of the RFQ, or a Respondent or one of its Equity Members that has properly submitted a protest of a decision not to place the Respondent on the shortlist. Request for Proposals (RFP) A written solicitation issued by the Sponsors seeking Proposals to undertake the Project to be used to identify the Proposer offering the best value to the Sponsors. The RFP will be issued only to Shortlisted Respondents. Request for Qualifications (RFQ) The written solicitation issued by the Sponsors to identify a list of Shortlisted Respondents eligible to receive the RFP for the Project. Service Commencement means (i) Substantial Completion of the element has been achieved; and (ii) the Developer has completed the Work necessary for the element to be ready for normal and continuous operations such that it can be safely and effectively used by the travelling public. Shortlisted Respondents Respondents that have submitted SOQs and have been selected by the Sponsors to receive the RFP and to submit detailed Proposals in response thereto. Sponsors The Department and Metro, collectively. Sponsors Contact Representative The party through whom all communication with the Sponsors must be conducted during the blackout period for the procurement, which begins upon release of the RFQ and concludes upon announcement of Notice to Award the P3 Agreement. State The State of California. Statement of Qualifications (SOQ) The information prepared and submitted by a Respondent in response to the RFQ. Substantial Completion the point at which the Department determines, in response to a request by the Developer, that the Developer has ensured that all construction associated with the element has been performed in accordance with the contract documents.
APPENDIX A ACRONYMS AND DEFINIITONS Request for Qualification Issued May 31, 2013 iv
TIFIA The Transportation Infrastructure Finance and Innovation Act of 1998, as amended by the America Fast Forward Financing Innovation Act of 2012, 23 U.S.C. 601-609. Work The Developers furnishing of labor, materials, equipment, services and other incidentals necessary to, or convenient for, the successful completion of, the design, financing, construction, operation and maintenance activities for the Project and the carrying out of the Developers duties and obligations under the P3 Agreement.
APPENDIX A ACRONYMS AND DEFINIITONS Request for Qualification Issued May 31, 2013
APPENDIX B: PROJECT ELEMENTS DESCRIPTION AND LIST OF REFERENCE INFORMATION DOCUMENTS
APPENDIX B -- PROJECT ELEMENTS DESCRIPTION, AND REFERENCE INFORMATION DOCUMENTS LIST Request for Qualification Issued May 31, 2013
1.
Description of Project Elements
The Accelerated Regional Transportation Improvements Project (ARTI) consists of six individual Elements located in Los Angeles County. The six Elements are defined as follows:
1. 2. 3. 4. 5. 6. I-5 North Capacity Enhancement; I-5 North Pavement Rehabilitation; SR 71 Gap Project, I-10 to Mission Boulevard; SR 71 Gap Project, Mission Boulevard to Rio Rancho Road; Soundwall Packages 10 and 10A; and Soundwall Package 11.
The Developer will be responsible for designing, constructing, financing, operating and maintaining the existing and proposed improvements along the I-5 and SR 71 Elements. The I-5 North Capacity Enhancement Element includes the operation and maintenance of general purpose lanes and the High Occupancy Toll (HOT) lanes, including structures and facilities and all field-side tolling equipment, for a period of 35 years. The SR 71 Gap Element, I-10 to Mission Boulevard, and SR 71 Gap Element, Mission Boulevard to Rio Rancho Road, include the operation and maintenance of general purpose and High Occupancy Vehicle (HOV) lanes and all structures and facilities for a period of 35 years. The Developer may be required to establish a means to operate and manage traffic on these Elements through a Traffic Management Center (TMC) outside the Departments right-of-way. The Developer will be responsible for designing (as applicable) and constructing the soundwall Elements. The Department will be responsible for Maintenance and Operations after the completed and accepted soundwall Elements. The Developers responsibilities regarding the soundwall Elements will include five-year structural warranties and support of a three-year plant establishment period. The following are general descriptions of each Elementand its associated scope of work:
1.1
I-5 North Capacity Enhancement
Limits and Existing Conditions

This Element extends from the SR 14 freeway to Parker Road in northern Los Angeles County. This Element is approximately 13.5 miles long and it traverses north-south through unincorporated Los Angeles County, the City of Los Angeles, and the City of Santa Clarita. Through the Element limits, the I-5 provides for four general purpose lanes in both the northbound and southbound directions with auxiliary lanes between
APPENDIX B -- PROJECT ELEMENTS DESCRIPTION, AND REFERENCE INFORMATION DOCUMENTS LIST Request for Qualification Issued May 31, 2013 i
select interchanges. The land use along the Element limits includes commercial, light industrial, agriculture, residential, and open space. There are nine interchanges with local arterials within the Element limits.
Scope
The scope includes designing, constructing, maintaining and operating one HOT lane in each direction as well as auxiliary lanes at various locations from the terminus of the existing High Occupancy Vehicle (HOV) lanes south of SR 14 to Parker Road, and a truck lane in the southbound direction from Calgrove to SR 14. To accommodate the Element improvements and provide the Departments standard lane widths, outside widening of the existing I-5 will be required. This widening will include, but not be limited to, widening the existing bridge structures, constructing new and/or modifying retaining walls, grading, landscaping, ramp improvements, electrical facilities improvements/modifications, drainage facility modifications/improvement, water quality best management practices, signing, pavement delineation, and utilities. The scope includes maintenance and, as appropriate, periodic rehabilitation of all facilities within the Element limits. In addition, the scope includes operating and maintaining the fieldside toll collection and toll revenue data communication systems, along with development of a Customer Service Center to be subsequently operated and maintained by Metro.
1.2
I-5 North Pavement Rehabilitation

Limits and existing conditions are similar to the I-5 North Capacity Enhancement Element.
Scope
This scope consists of designing, reconstructing, rehabilitating, and maintaining, the pavement within the Element limits. Lanes 3 and 4 will be fully reconstructed; lanes 1 and 2 will be rehabilitated in an appropriate manner depending on pavement type and performance specification requirements.
1.3
SR71 Gap Elements

The SR 71 Gap Elements extend from the SR 60 freeway to the I-10 in Los Angeles County. Combined they are approximately 4 miles in length and are located within the City of Pomona. The SR 71 Gap is defined by two Elements: I-10 to Mission Boulevard (North Segment) and Mission Boulevard to Rio Rancho Road (South Segment). Through the SR 71 Gap Elements limits, SR 71 is currently classified as a 4-lane expressway with signalized, at-grade intersections with local arterials.
APPENDIX B -- PROJECT ELEMENTS DESCRIPTION, AND REFERENCE INFORMATION DOCUMENTS LIST Request for Qualification Issued May 31, 2013 ii
Scope
The scope includes designing, constructing, maintaining and operating an 8-lane freeway to include one HOV lane and three general purpose lanes in both the northbound and southbound direction. The scope includes maintenance and, as appropriate, periodic rehabilitation of all facilities within the Element limits.
South Segment Element

The South Segment Element, approximately 2.3 miles long, will reconstruct the existing SR 71 from SR-60 to Rio Rancho Road to provide three general purpose lanes and one HOV lane in both the northbound and southbound direction, and one pedestrian overcrossing at 9th Street. To accommodate the Element improvements and achieve compliance with the Departments current standards, reconstruction of the SR71 will require right-of-way acquisition, new pavement, widening existing bridge structures, retaining wall construction/reconstruction, grading, landscaping, ramp/interchange improvements, electrical facility relocation/removal/installation, drainage facility improvements, water quality best management practices, signing, pavement delineation, and utility relocation.
North Segment Element

The North Segment Element, approximately 2 miles long, will reconstruct the existing SR 71 from Mission Boulevard to the I-10 to provide four general purpose lanes and one HOV lane in both the northbound and southbound direction and two grade separated rail crossings. The North Segment Element crosses over two active Union Pacific Railroad (UPRR) rail lines that accommodate both freight and passenger rail service. The bridge structures at these crossings do not provide standard minimum vertical clearance required by UPRR and will require complete replacement to meet the current minimum clearance standards. The Element also includes right-of-way acquisition, new pavement, retaining wall construction/reconstruction, grading, landscaping, auxiliary lanes with ramp/interchange improvements, electrical facility relocation/removal/installation, drainage facility improvements, water quality best management practices, signing, pavement delineation, freeway fiber optics and associated traffic management system features and utility relocation.
1.4
Soundwall Packages 10 and 10A

The Soundwall Packages 10 and 10A Element is located along the I-210 freeway. Soundwall Package 10 is located along two sections with the overall limits extending from Fair Oaks Avenue east to Santa Anita Avenue in Los Angeles County. The first section is approximately 1.2 miles long extending from Fair Oaks Avenue to Wilson Avenue through the City of Pasadena. The second section is 1.4 miles long extending from Baldwin Avenue to Santa Anita Avenue through the City of Arcadia. Soundwall
APPENDIX B -- PROJECT ELEMENTS DESCRIPTION, AND REFERENCE INFORMATION DOCUMENTS LIST Request for Qualification Issued May 31, 2013 iii
Package 10A is located along the eastbound and westbound side of I-210, from Baldwin Avenue to Santa Anita Avenue in the City of Arcadia. Through the Soundwall Package 10 and 10A Element limits, the I-210 provides 4 general purpose lanes and one HOV in each direction with auxiliary lanes between select interchanges. The land use along the Element limits include commercial and residential.
Soundwall Package 10 Scope

The scope includes designing and constructing soundwalls, or noise barriers, along the I-210. The total length of soundwalls in Soundwall Package 10 is approximately 12,500 linear feet in two general areas. The soundwalls vary in height from approximately 10 feet to just over 14 feet. The soundwalls will be constructed on existing ground or atop retaining walls. The Element has secured environmental acceptance. The design plans and specifications for Soundwall Package 10 are currently at 100%, however, they were prepared based on the Departments Standard Plans and Standard Specifications 2006 edition. The Developer will be required to update the design and construct Soundwall Package 10 in accordance with the Departments 2010 edition Standard Plans and Standard Specifications. The changes required to meet the 2010 Standard Plans and Standard Specifications should not affect the current environmental acceptance; however the Developer will be required to review and coordinate any updates for environmental acceptance that may be necessary.
Soundwall Package 10A Scope

The scope includes noise analysis, design and constructing approximately 3,800 linear feet of soundwalls, or noise barriers, along the eastbound and westbound I-210. This Element has been environmentally cleared, and its design will be the responsibility of the Developer. The soundwall design height is expected to vary between approximately 10 feet and 14 feet. The walls will be designed and constructed in accordance with the Departments 2010 edition Standard Plans and Standard Specifications. The Soundwall Packages 10 and 10A Element scope includesfive years of structural warranty from date of acceptance and three years of plant establishment support from date of acceptance. The Developer will have no other maintenance responsibility regarding the soundwalls; routine maintenance and graffiti removal will be the responsibility of the Department from the date of acceptance of this Element.
1.6
Soundwall Package 11

The Soundwall Package 11 Element is comprised of two segments along both the I-405 and the SR 170 in the County of Los Angeles. The I-405 segment is 0.2 miles long with limits that extend from just north and south of Stagg Street in the City of Los Angeles. Through the segment limits, the I-405 provides
APPENDIX B -- PROJECT ELEMENTS DESCRIPTION, AND REFERENCE INFORMATION DOCUMENTS LIST Request for Qualification Issued May 31, 2013 iv
four general purpose lanes in each direction. The land use along the I-405 segment includes commercial, light industrial and residential. The SR 170 segment is 3.6 miles long with limits that extend from the SR 134/US 101 north to Sherman Way in the City of Los Angeles. Through the segment limits, SR 170 provides four general purpose lanes in each direction with auxiliary lanes between select interchanges. The land use along the SR 170 segment includes commercial, light industrial, and residential.
Scope
The scope includes designing and constructing soundwalls along the I-405 and SR 170. The total length of the proposed soundwalls in the Soundwall Package 11 Element is approximately 28,500 linear feet. The soundwalls vary in height from approximately 10 feet to just over 14 feet. The Element will also require widening of the eight bridges along the SR 170 and design and construction of a 3,000 linear feet of soundwall on the respective bridge structures. Soundwall Package 11 has secured environmental acceptance. The design plans and specifications for Soundwall Package 11 are currently at 100%, however, they were prepared based on the 2006 edition of the Departments Standard Plans and Standard Specifications. The Developer will be required to update the design and construct the Element in accordance with the Departments 2010 edition Standard Plans and Standard Specifications. The changes required to meet the 2010 Standard Plans and Standard Specifications should not affect the current environmental acceptance; however the Developer will be required to review and coordinate any updates for environmental clearance that may be necessary. For the Soundwall Packages 11 Element, once constructed, the Developer will only be responsible for five years of structural warranty and three years of plant establishment. Routine maintenance and graffiti removal will be the responsibility of the Department from the date of acceptance of the Element.
2.0 LIST OF REFERENCE INFORMATION DOCUMENTS SUBJECT TO CHANGE

General 2013-02-22 Public Private Partnership Co-op Agreement, between Caltrans and Metro
Project Element 1: I-5 North Capacity Enhancement 2013-05-24 I-5 HOT Lane Project, Supplemental Project Report 2013-05-17 Final Supplemental Environmental Impact Report / Environmental Re-evaluation (SEIR/ER) 2013-03-01 I-5 HOT Lane Project SR 14 to Parker Road, Draft Supplemental Environmental Impact Report / Environmental Re-evaluation (SEIR/ER) 2009-09-29 I-5 HOV Lane Project Project Report 2009-09-01 I-5 HOV/Truck Lanes Project SR 14 to Parker Road, Final Environmental Impact Report / Environmental Assessment with Finding of No Significant Impact 2008-12-01 I-5 HOV/Truck Lanes Project SR 14 to Parker Road, Draft Environmental Impact Report / Environmental Assessment with Finding of No Significant Impact 2011-03-03 Element 1 Layouts
Project Element 2: I-5 North Pavement Rehabilitation 2011-09-15 I-5 North Pavement Rehabilitation Project, Supplemental Project Scope Summary Report and Categorical Exclusion
Project Elements 3 and 4: SR 71 Gap Element 3: SR 71 Gap (I-10 to Mission Boulevard) Element 4: SR 71 Gap (Mission Boulevard to Rio Rancho Road) 2013-03-28 2013-03-28 2013-03-29 2001-06-27 2001-06-12 NEPA/CEQA Revalidation Form SR 71 Environmental Commitments Record SR 71 Supplemental Project Report Route 71 Expressway to Freeway Upgrade from Route 10 to LA/SBD County Line State Route 71 Freeway Upgrade and Interchange Improvement Project IS/EA
Elements 3 and 4 Title Sheet Elements 3 and 4 Typical Cros Sections Elements 3 and 4 Layouts
vi
Elements 3 and 4 Profiles and Superelevation Diagrams
Project Element 5: Soundwall Packages 10 and 10A Soundwall Package 10 2009-10-22 Supplemental Noise Barrier Scope Summary Report (NBSSR) 2009-08-03 NEPA/CEQA Revalidation Form 2007-08-08 Noise Barrier Scope Summary Report (NBSSR) Soundwall Package 10A 2013-05-17 Supplemental Noise Barrier Scope Summary Report (NBSSR) 2012-12-14 NEPA/CEQA Revalidation Form Project Element 6: Soundwall Package 11 2011-12-05 Supplemental Noise Barrier Scope Summary Report 2003-06-20 Noise Barrier Scope Summary Report (NBSSR) 2009-07-28 NEPA/CEQA Revalidation Form
vii
APPENDIX C: FIRMS PRECLUDED DUE TO CONFLICT OF INTEREST
APPENDIX C LIST OF PRECLUDED FIRMS Request for Qualification Issued May 31, 2013
APPENDIX C LIST OF PRECLUDED FIRMS

The following firms have assisted the Sponsors in the management of the Project, including the preparation of Request for Qualifications (RFQ) language or evaluation criteria: HDR Incorporated Infraconsult LLC KPMG LLP / KPMG Corporate Finance LLC Mit Jha Nossaman LLP Point C LLC Sharon Greene and Associates Sperry Capital, Inc. Thomas E. Frawley Consulting, LLC The following firms have participated in the design development of one or more elements of the Project. As such, the following firms may be conflicted from joining a Respondent team for the purposes of this procurement. The Sponsors urge that the following firms, if interested in participating in this procurement, to review the conflict-of-interest policy in Section 3.5.1 to determine if your firm meets the requirements to participate. Firms that are uncertain of their potential conflict, should request a determination from the Sponsors via the Sponsors Contact Representative, no later than two weeks prior to the deadline for submission of the SOQs. Upon receipt of a request for a conflicts determination, the Sponsors will make a final determination regarding the firms conflict-of-interest. AMEC Environmental & Infrastructure Austin-Foust & Associates California Conservation Corps Cambridge Systematics, Inc. CH2MHILL David Evans and Associates Environmental Logistics Fugro Consultants Geocon Consultants IT Corporation Kimley-Horn and Associates, Inc. LSA Associates Inc. (LSA & Associates) Penfield & Smith Engineers Planning Company Associates Point C Partners Psomas RMC, Inc. Strategic Infrastructure Solutions TCM Group Tetra Tech Value Management Strategies West Coast Storm
APPENDIX C LIST OF PRECLUDED FIRMS Request for Qualification Issued May 31, 2013
APPENDIX D: FORMS
APPENDIX D -- FORMS Request for Qualification Issued May 31, 2013
APPENDIX D LIST OF FORMS

Form A Form C-1 Form C-2 Form D-1 Form D-2 Form D-3 Form D-4 Form E-1 Form E-2 Form F-1 Form F-2 Form H Form I Form K-1 Form K-2 Form M Form N Form 025 Form 119 Form 026 Transmittal Letter Project Experience - Financial Financial Capability Summary NOT USED Project Experience Design Project Experience Construction Project Experience Operations and Maintenance NOT USED Proposed Key Personnel Information Respondent Organization Information Equity Member and Major Non-Equity Member Certification Respondents Clarification Request Safety Questionnaire Respondent Equity Member SOQ Certification Respondent Major Non-Equity Member SOQ Certification Project Experience References Summary Ethics Declaration Certification of Compliance with Federal Lobbying Requirements Ethics Declaration Metro Board Members General Certifications
APPENDIX D -- FORMS Request for Qualification Issued May 31, 2013
FORM A TRANSMITTAL LETTER

RESPONDENT: ____________________________________________ EQUITY MEMBERS OF RESPONDENT: ________________________ __________________________________________________________ __________________________________________________________ LEAD CONSTRUCTION CONTRACTOR: ________________________ LEAD DESIGNER: __________________________________________ LEAD O&M CONTRACTOR: __________________________________ FINANCIALLY RESPONSIBLE PARTIES (IF APPLICABLE): _________ __________________________________________________________ RFQ Number: P3-2210-01 SOQ Date: [Insert Date]
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, California 90012 Attn: Mr. Don Dwyer The undersigned (Respondent) submits this Statement of Qualifications (SOQ) in response to Request for Qualifications Number P3-2210-01 dated May 29, 2013, together with addenda issued thereto (as amended, the RFQ), issued by the California Department of Transportation, in cooperation with the Los Angeles County Metropolitan Transportation Authority (Metro), to design, construct, finance, operate, and maintain the Accelerated Regional Transportation Improvements Project (Project), as described in the RFQ. Respondent represents and warrants that it has read the RFQ and agrees to abide by the contents and terms of the RFQ and the SOQ. Respondent acknowledges receipt, understanding, and full consideration of all materials posted on Metros website, located at http://ebb.metro.net/ebb/ and the following addenda and sets of questions and answers to the RFQ: [Respondent to list any addenda to this RFQ and sets of questions and answers by dates and numbers prior to executing Form A.]
FORM A Transmittal Letter Request for Qualifications Issued May 31, 2013

Respondent understands that the Sponsors are not bound to shortlist any Respondent and may reject any and all SOQs the Sponsors may receive. Respondent further understands that all costs and expenses incurred by it in preparing this SOQ and participating in the Project procurement process will be borne solely by the Respondent, except, to the extent of any payment for work product that may be provided to shortlisted Respondents that subsequently submit a Proposal. Respondent agrees that the Sponsors will not be responsible for any errors, omissions, inaccuracies, or incomplete statements in this SOQ. This SOQ shall be governed by and construed in all respects according to the laws of the State of California. By executing this form each Equity Member confirms that the individual named below is authorized to act as agent on behalf of the Members and is the designated contact for the Respondent in dealings with the Sponsors related to the attached Statement of Qualifications. Name and address of agent for Respondent:
___________________________________________________________ (Name) ___________________________________________________________ (Title) ___________________________________________________________ (Company Name) ___________________________________________________________ (No.) (Street) (Floor or Suite) ___________________________________________________________ (City) (State or Province) (ZIP or Postal Code) (Country)
[Insert Respondent name with appropriate signature block from following pages. If Respondent is not legally formed, insert each Equity Members name with appropriate signature blocks.]
FORM A Transmittal Letter Request for Qualifications Issued May 31, 2013 2

1. Sample signature block for corporation or Limited Liability Company:
[Insert firm name] By: Print Name: Title: 2. Sample signature block for partnership or joint venture:
[Insert firm name] By: [Insert general partners or equity members name] By: Print Name: Title: [Add signatures of additional general partners or equity members as appropriate] 3. Sample signature block for attorney in fact:
[Insert firm name] By: Print Name: Attorney in Fact
FORM A Transmittal Letter Request for Qualifications Issued May 31, 2013
FORM C-1 PROJECT EXPERIENCE: FINANCIAL TRANSPORTATION INFRASTRUCTURE CONCESSION AND P3 EXPERIENCE EXPERIENCE OF THE EQUITY MEMBER(S) IN TRANSPORTATION INFRASTRUCTURE CONCESSION CONTRACTS AND PUBLIC-PRIVATE PARTNERSHIPS INSTRUCTIONS: (a) (b) List only the experience of an Equity Member that will hold more than ten percent of the total equity in the Developer. List no more than four projects in Form C-1. For purposes of the Pass/Fail evaluation, only the first two projects listed will be considered. All projects listed, up to a maximum of four, will be considered for the scored evaluation. The projects should be comparable to the Project described in this RFQ, including pricing on a life-cycle cost basis and availability payment. For purposes of the Pass/Fail evaluation, the first two projects listed must be road civil works projects in which the Equity Member has arranged and closed (i.e. financial contracts duly signed and the initial drawdown has occurred) private financing (private debt and equity) above $250 USD million, one within the last ten years and one within the last four years. For purposes of the scored evaluation, financing for additional projects presented must have closed within the last four years. The financing package for each project must have actually closed. Only the private portion of the projects financing is eligible for consideration. The Equity Member must have held a minimum ten percent of the total equity interest in the project at financial close in the entity actually securing the financing package. Attach to this form a maximum two-page narrative description for each project listed (on separate 8-1/2 x 11 sized white paper). The description should, at a minimum, give an overview of the project, describe the type / sector of transportation infrastructure involved (e.g., toll road, bridge or tunnel), explain why the experience the Equity Member gained on the project is relevant, highlighting similarities in project financing, design, construction and/or operations and maintenance. Relevance will be evaluated based on the contexts identified in Section 5.2.3.1. At the end of each project experience narrative, and on Form M, provide reference contact information (name, title, employer, address, phone number and email) for each project. Identify awards, citations, and/or commendations received for work on the project.
(c)
(d)
RESPONDENT NAME: ______________________________________________________

FORM C-1 -- PROJECT EXPERIENCE: FINANCIAL Request for Qualifications Issued May 31, 2013 1
% OF WORKS COMPLETED BY DEC 31, 2012
EQUITY MEMBER NAME
PROJECT NAME, LOCATION, AND OWNER
PROJECT SIZE (1), (2)
DEBT AMOUNT & GEARING (2), (3)
PROJECT START AND END DATES
LEVEL OF COMPANY PARTICIPATION (4)
DATE OF FINANCIAL CLOSE
TYPE OF PAYMENT MECHANISM (5)
NOTES: (1) Project size means the total capital cost of the project other than the portion financed with public debt, public equity, or public grant funds. (2) In thousands United States Dollars. Identify exchange rates of amounts in other currencies using the last (bid) exchange rate published in the Wall Street Journal as of two weeks prior to the due date for the submission of SOQs. (3) Include in brackets the percentage of gearing and type of debt (bonds unwrapped or wrapped, bank debt, etc.). (4) Show companys amount of equity investment in United States Dollars as a shareholder. The equity investment may take the form of either (i) shareholders equity or (II) shareholder subordinated debt. Please indicate separately the United States Dollar amount and percentage to which the companys equity investment bears to the total of all private shareholders equity investments for the listed project. (5) Specify the type of payment mechanism(s) used (availability payment, shadow toll, real toll or combinations of these mechanisms).
FORM C-1 -- PROJECT EXPERIENCE: FINANCIAL Request for Qualifications Issued May 31, 2013
FORM C-2 FINANCIAL CAPACITY SUMMARY FINANCIAL INFORMATION (*) FOR YEAR _____
SUMMARY FINANCIAL INFORMATION (**) FOR ALL EQUITY MEMBERS AND LEAD CONSTRUCTION CONTRACTOR OF THE RESPONDENT FOR FINANCIAL YEARS 2010, 2011, AND 2012 (1) (IF AN EQUITY MEMBER OR LEAD CONSTRUCTION CONTRACTOR IS RELYING ON A FINANCIALLY RESPONSIBLE PARTY, THEN ONLY THE FINANCIALLY RESPONSIBLE PARTY ENTITY SHOULD COMPLETE THIS FORM)
Role / Responsibility within the Respondent Team and Percentage Ownership if Equity Member
Company
Total revenues
PreTax Profit
Relevant Revenues (2)
Fixed Assets
Current Assets
Inventories
Goodwill
Total Assets (3)
Contingent Liabilities
Long Term Liabilities
Short Term Liabilities
Net Worth
Gearing (4)
(*) The Chief Financial Officer from the parent company for each reporting entity must certify the information on this form as complete, true and correct. Information should be derived from audited financial statements where possible. Audited financial statements will prevail over this table.
FORM C-2 -- FINANCIAL CAPACITY SUMMARY FINANCIAL INFORMATION (*) Request for Qualifications Issued May 31, 2013
(**) Expressed in thousands (000s) of United States Dollars. Where applicable, companies should indicate the conversion to United States Dollars, using the exchange rate prevailing on the last day of each financial year. Please identify the benchmark on which the exchange rate is based. Notes: (1) Complete separate forms for each calendar year. (2) Relevant revenue consists of revenue from design-build-finance-operate/maintain contracts for transportation projects. (3) Excludes goodwill and intangibles. (4) Long Term Liabilities / Net Worth
FORM C-2 -- FINANCIAL CAPACITY SUMMARY FINANCIAL INFORMATION (*) Request for Qualifications Issued May 31, 2013
FORM D-2 PROJECT EXPERIENCE - DESIGN EXPERIENCE OF THE LEAD DESIGN / ENGINEERING FIRM IN THE DESIGN AND ENGINEERING OF ROADWAY TRANSPORTATION PROJECTS
INSTRUCTIONS: (a) (b) List the experience of the Lead Design / Engineering Firm only, whether or not future shareholders of the Developer. List no more than four projects in Form D-2. For purposes of the Pass / Fail evaluation, only the first two projects listed will be considered. All projects listed, up to a maximum of four, will be considered in the scored evaluation. The projects should be comparable to the Project described in this RFQ. (c) For purposes of the Pass / Fail evaluation, the first two projects listed must describe experiences in which the Lead Design / Engineering Firms design and engineering work involved road civil works with a construction value in excess of $400 million each, one of which achieved final design within the last ten years and one of which achieved final design within the last four years. For purposes of the scored evaluation, additional projects presented must have achieved final design within the last four years. The Lead Design / Engineering Firm must have held a minimum thirty percent (30%) of the ultimate responsibility for the listed design and engineering experience. If the Lead Design / Engineering Firm is a joint venture, the experience must be from the joint venture member(s) that will perform at least thirty percent (30%) of the Lead Design / Engineering Firms potential design and engineering work for the Project. (d) Attach to this form a maximum two-page narrative description for each project listed (on separate 8-1/2 x 11 sized white paper). The description should, at a minimum, give an overview of the project, describe the roadway infrastructure involved (e.g., toll road, bridge or tunnel), explain why the experience the company gained on the project is relevant, highlighting similarities in project financing, design, construction and/or operations and maintenance. Relevance will be evaluated based on the contexts identified in Section 5.2.3.1. At the end of each project experience narratove, and on Form M, provide reference contact information (name, title, employer, address, phone number and email) for each project. Identify awards, citations and/or commendations received for work done on the project.
FORM D-2 PROJECT EXPERIENCE: DESIGN Request for Qualifications Issued May 31, 2013
LEAD DESIGN / ENGINEERING FIRM NAME:_____________________________________________

% OF WORKS COMPLETED BY DEC 31, 2012 LEVEL OF COMPANY PARTICI-PATION (4)
PROJECT NAME LOCATION AND OWNER
PROJECT COST (1) & (2)
START / END DATES
AADT (3)
ROLE OF COMPANY FOR THE PROJECT (5)
NOTES: (1) (2) (3) (4) (5) In thousands of United States Dollars. Identify exchange rates of amounts in other currencies using the last (bid) exchange rate published in the Wall Street Journal as of two weeks prior to the due date for the submission of SOQs. Project Cost means the total construction cost budgeted or, if the project is complete, the total construction cost of the completed project. List the AADT prior to expansion works (if applicable) for the specific roadway involved in the project. Show company's participation in terms of money and percentage of the work. Provide a brief summary of the role the company played in the listed project (scope of work).
FORM D-2 PROJECT EXPERIENCE: DESIGN Request for Qualifications Issued May 31, 2013
FORM D-3 PROJECT EXPERIENCE - CONSTRUCTION EXPERIENCE OF THE LEAD CONSTRUCTION CONTRACTOR IN THE CONSTRUCTION OF ROAD CIVIL WORKS PROJECTS
INSTRUCTIONS: (a) (b) List the experience of the Lead Construction Contractor only, whether or not future shareholders of the Developer. List no more than four projects in Form D-3. For purposes of the Pass / Fail evaluation, only the first two projects listed will be considered. All of the projects listed, up to a maximum of four, will be considered for purposes of the scored evaluation. The projects should be comparable to the Project described in this RFQ, with maintenance of traffic requirements during construction. For purposes of the Pass / Fail evaluation, the first two projects listed must describe experiences in which the Lead Construction Contractors work involved roadway civil works having a construction value in excess of $400 million, one of which must have been completed within the past ten years and one of which must have been completed within the past four years. For purposes of the scored evaluation, additional projects presented must have been completed within the last four years. The Lead Construction Contractor must have held a minimum thirty percent (30%) of the ultimate responsibility for the construction experience. If the Lead Construction Contractor is a joint venture, the experience must be from the joint venture member(s) that will perform at least thirty percent (30%) of the Lead Construction Contractors potential construction work for the Project. Attach to this form a maximum two-page narrative description for each project listed (on separate 8-1/2 x 11 sized white paper). The description should, at a minimum, give an overview of the project, describe the roadway infrastructure involved (e.g., toll road, bridge or tunnel), explain why the experience the company gained on the project is relevant, highlighting similarities in project financing, design, construction and/or operations and maintenance. Relevance will be evaluated based on the contexts identified in Section 5.2.3.1. At the end of each project experience narrative, and on Form M, provide reference contact information (name, title, employer, address, phone number and email) for each project. Identify awards, citations, and/or commendations received for work performed on the project.
(c)
(d)
FORM D-3 PROJECT EXPERIENCE: CONSTRUCTION Request for Qualifications Issued May 31, 2013
NAME OF LEAD CONSTRUCTION CONTRACTOR: ________________________________________________________ % OF WORKS COMPLETED BY DEC 31, 2012 LEVEL OF COMPANYS PARTICIPATION (4)
START / END DATES
AADT (3)
FORM D-3 PROJECT EXPERIENCE: CONSTRUCTION Request for Qualifications Issued May 31, 2013
FORM D-4 PROJECT EXPERIENCE OPERATIONS AND MAINTENANCE EXPERIENCE OF THE LEAD OPERATIONS AND MAINTENANCE FIRM IN THE OPERATIONS & MAINTENANCE OF ROADWAY AND AET FACILITIES
INSTRUCTIONS: (a) (b) List the experience of the Lead Operations & Maintenance Firm only, whether or not future shareholders of the Developer. List no more than four projects in Form D-4. For purposes of the Pass / Fail evaluation, only the first two projects listed will be considered. All of the projects listed, up to a maximum of four, will be considered for purposes of the scored evaluation. The projects should be comparable to the Project described in this RFQ, including expertise in managing traffic during construction, and operation and maintenance of toll roads. For purposes of the Pass / Fail evaluation, the first two projects listed must describe experiences in which the Lead Operations & Maintenance Firms operations and maintenance work involved urban roadways that were open to traffic during construction where the contract term was five years or longer and the contract term spanned some portion of the past ten years. For purposes of the scored evaluation, the contract term must have been five years or longer and the contract term must have spanned some portion of the past four years. The relevant experience must be on projects where the Lead Operations & Maintenance Firm held a minimum fifty percent (50%) of the ultimate responsibility for the listed operations and maintenance experience. If the Lead Operations & Maintenance Firm is a joint venture, the relevant experience must be from the joint venture member(s) that will be responsible for at least fifty percent (50%) of the Lead Operations & Maintenance Firms potential operations and maintenance work for the Project. Attach to this form a maximum two-page narrative description for each project listed (on separate 8-1/2 x 11 sized white paper). The description should, at a minimum, give an overview of the project, describe the roadway infrastructure involved (e.g., toll road, bridge or tunnel), explain why the experience the company gained on the project is relevant, highlighting similarities in project financing, design, construction and/or operations and maintenance. Relevance will be evaluated based on the contexts identified in Section 5.2.3.1. At the end of each project experience narrative, and on Form M, provide reference contact information (name, title, employer, address, phone number and email) for each project. Identify awards, citations, and/or commendations received for work performed on the project.
(c)
(d)
FORM D-4 -- PROJECT EXPERIENCE: OPERATIONS AND MAINTENANCE Request for Qualifications Issued May 31, 2013
NAME OF LEAD O&M FIRM: __________________________________________________ LEVEL OF COMPANY PARTICIPATION (4)
START / END DATES
LENGTH OF ROAD UNDER OPERATION
AADT (3)
Please provide the headcount (number of employees) and total road network (combined mileage) for the roadway projects currently operated by the Lead Operations and Maintenance Firm. COMPANY NAME HEADCOUNT TOTAL ROUTE MILES AND LANE MILES OPERATED
FORM E-2 PROPOSED KEY PERSONNEL INFORMATION

Instructions for Form completion: Responses shall be provided within the tables below; should additional space be needed to adequately respond, Respondents are advised to increase the number of lines within the tables as appropriate. Form E-2 is limited to a maximum of two pages per Key Personnel position. NAME OF RESPONDENT: ___________________________________________________
FORM E-2 -- PROPOSED KEY PERSONNEL Request for Qualifications Issued May 31, 2013
PROPOSED PROJECT MANAGER NAME: _____________________________________________________________________ FIRM NAME: ________________________________________________________________ MINIMUM AND PREFERRED EXPERIENCE: Minimum 10 years of professional experience Minimum 5 years of project management experience Preferred 15 years of experience managing complex infrastructure projects Preferred 10 years of experience managing the design and construction of major urban highway projects Preferred 5 years of experience managing major design-build urban highway projects Preferred recent experience as project manager for design and construction of highway project(s) similar in scope and complexity to ARTI Project RELEVANT PROJECTS: PROJECT NAME PROJECT OWNER RESPONSIBILITIES FIRM NAME START & END DATES PROJECT DELIVERY METHOD YES NO
REFERENCES: NAME ORGANIZATION NAME ADDRESS TELEPHONE E-MAIL FAX
PROPOSED FINANCIAL MANAGER NAME: _____________________________________________________________________ FIRM NAME: ________________________________________________________________ MINIMUM AND PREFERRED EXPERIENCE: Minimum 5 years of professional experience Minimum 3 years of experience in arranging financing for infrastructure projects Preferred 5 years of experience managing financing for complex infrastructure projects RELEVANT PROJECTS: PROJECT NAME PROJECT OWNER RESPONSIBILITIES FIRM NAME START & END DATES PROJECT DELIVERY METHOD YES NO
PROPOSED DESIGN MANAGER NAME: _____________________________________________________________________ FIRM NAME: ________________________________________________________________ MINIMUM AND PREFERRED EXPERIENCE: Minimum 10 years of professional experience Minimum 5 years of design management experience licensed Professional Civil Engineer in the State of California, or eligible to be so licensed Preferred 15 years of experience managing the design of complex infrastructure projects Preferred 10 years of experience managing the design of major urban highway projects Preferred 5 years of experience managing the design function in major design-build urban highway projects Preferred 5 years of experience managing the design of highway projects similar in scope and complexity to the ARTI Project RELEVANT PROJECTS: PROJECT NAME PROJECT OWNER RESPONSIBILITIES FIRM NAME START & END DATES PROJECT DELIVERY METHOD YES NO
PROPOSED CONSTRUCTION MANAGER NAME: _____________________________________________________________________ FIRM NAME: ________________________________________________________________ MINIMUM AND PREFERRED EXPERIENCE: Minimum 10 years of professional experience Minimum 5 years of experience in field management of construction Preferred 15 years of experience managing the construction of complex infrastructure projects Preferred 10 years of experience managing the construction of major urban highway projects Preferred 5 years of experience managing the construction of major design-build urban highway projects RELEVANT PROJECTS: PROJECT NAME PROJECT OWNER RESPONSIBILITIES FIRM NAME START & END DATES PROJECT DELIVERY METHOD YES NO
PROPOSED OPERATIONS & MAINTENANCE MANAGER NAME: _____________________________________________________________________ FIRM NAME: ________________________________________________________________ YES Minimum 10 years of professional experience Minimum 5 years of management experience Preferred 10 years of experience managing the operations and maintenance of major urban highways Preferred 5 years of experience managing the operations and maintenance of major urban highway electronic toll system field elements RELEVANT PROJECTS: PROJECT NAME PROJECT OWNER RESPONSIBILITIES FIRM NAME START & END DATES PROJECT DELIVERY METHOD NO
FORM F-1 RESPONDENT ORGANIZATION INFORMATION
Instructions for Form completion: Information must be provided within the table below; should additional space be needed, Respondents are advised to increase space following question as appropriate; Form F-1 has no SOQ page limitation. RESPONDENT FIRM NAME: TYPE OF BUSINESS ENTITY1: STATUS OF BUSINESS ENTITY2: STATE OF INCORPORATION: CONTACT PERSON: ADDRESS: TELEPHONE: E-MAIL: FAX: PROPOSED PROJECT ROLE(S)3: OTHER EQUITY MEMBERS OF RESPONDENT ORGANIZATION IF FIRM IS A JOINT VENTURE, PARTNERSHIP OR OTHER ENTITY COMPRISED OF MULTIPLE CONSTITUENT BUSINESS ENTITIES, IDENTIFY ALL EQUITY MEMBERS OF FIRM. NAME: TYPE OF BUSINESS ENTITY1: STATUS OF BUSINESS ENTITY2: STATE OF INCORPORATION: CONTACT PERSON: ADDRESS: TELEPHONE: E-MAIL: FAX: PROPOSED PROJECT ROLE(S)3:
FORM F-1 PROPOSERS ORGANIZATION INFORMATION Request for Qualifications Issued May 31, 2013
NAME: TYPE OF BUSINESS ENTITY1: STATUS OF BUSINESS ENTITY2: STATE OF INCORPORATION: CONTACT PERSON: ADDRESS: TELEPHONE: E-MAIL: FAX: PROPOSED PROJECT ROLE(S)3: NAME: TYPE OF BUSINESS ENTITY1: STATUS OF BUSINESS ENTITY2: STATE OF INCORPORATION: CONTACT PERSON: ADDRESS: TELEPHONE: E-MAIL: FAX: PROPOSED PROJECT ROLE(S)3:
MAJOR NON-EQUITY MEMBERS IDENTIFY THE LEAD FINANCIAL FIRM, LEAD DESIGN & ENGINEERING FIRM, LEAD CONSTRUCTION CONTRACTOR AND/OR LEAD OPERATIONS & MAINTENANCE FIRM, IF IT IS NOT IDENTIFIED ABOVE . NAME: TYPE OF BUSINESS ENTITY1: STATUS OF BUSINESS ENTITY2: STATE OF INCORPORATION: CONTACT PERSON: ADDRESS: TELEPHONE: E-MAIL: FAX: PROPOSED PROJECT ROLE(S)3:
FORM F-1 PROPOSERS ORGANIZATION INFORMATION Request for Qualifications Issued May 31, 2013 2
NAME: TYPE OF BUSINESS ENTITY1: STATUS OF BUSINESS ENTITY2: STATE OF INCORPORATION: CONTACT PERSON: ADDRESS: TELEPHONE: E-MAIL: FAX: PROPOSED PROJECT ROLE(S)3: NAME: TYPE OF BUSINESS ENTITY1: STATUS OF BUSINESS ENTITY2: STATE OF INCORPORATION: CONTACT PERSON: ADDRESS: TELEPHONE: E-MAIL: FAX: PROPOSED PROJECT ROLE(S)3: NOTES 1 - Identify whether firm is a corporation, limited liability company, joint venture, or other type of legal entity. 2 - Indicate whether firm is incorporated, in formation, or proposed to be formed. 3 - Indicate whether firm is proposed to be Lead Financial Firm, Lead Design & Engineering Firm, Lead Construction Contractor, and/or Lead Operations and Maintenance Firm.
Instructions for Form completion: Responses to each subject area must be addressed within the table below, should additional space be needed, Respondents are advised to increase space following question as appropriate; Form F-1 has no SOQ page limitation.
FORM F-1 PROPOSERS ORGANIZATION INFORMATION Request for Qualifications Issued May 31, 2013
FORM F-2 EQUITY MEMBER AND MAJOR NON-EQUITY MEMBER CERTIFICATION

Name of Respondent: Firm Name and Role: Instructions for Form completion: Responses to each question shall be addressed within the table below, should additional space be needed, firms are advised to increase the space following the question. Form F-2 has no SOQ page limitation. Complete for each Equity Member and Major Non-Equity Member: If an Equity Member or Major Non-Equity Member is a partnership, joint venture or limited liability company, complete a separate form for each general partner or member. Responses to questions regarding past performance contained within Form F-2 shall be based on past performance on projects within the United States. 1. During the past five years, has the firm1 or its owners, officers, or managing employees failed to complete any work it agreed to perform, or had a contract terminated because it was in default? If yes, describe.
2. Has the firm1 or any officer thereof been indicted or convicted of bid or other contract-related crimes or violations or any felony or misdemeanor related to performance under a contract within the past five years? If yes, describe.
3. During the past five years, has the firm1 sought protection under any provision of any bankruptcy act or been subject to a receivership or involuntary bankruptcy proceeding? If yes, describe and provide information concerning any work completed by a surety as a result of the bankruptcy or receivership.
4. During the past five years, has the firm1, its owners, officers or managing employees, been debarred, disqualified, removed, or suspended from performing work for the Federal government or any State or local government in the last five years? If yes, describe.
5. During the past five years, has any license, registration or credentials held by the
firm1 or its owners, officers, or managing employees that is required to complete the work been revoked or suspended?
Note: Firm includes any Affiliate. FORM F-2 EQUITY MEMBER AND MAJOR NON-EQUITY MEMBER CERTIFICATION Request for Qualifications Issued May 31, 2013
1
6. Has the firm1, or its owners, officers, or managing employees,ever been found liable in a civil suit or found guilty in a criminal action for making any false claim or other material misrepresentation to a public entity? If yes, describe.
7. During the past five years, has any serious or willful violation of Part 1 (commencing with section 6300) of Division 5 of the Labor Code or the federal Occupational Safety and Health Act of 1970 (Public Law 91-596), settled against the firm1? If yes, describe.
8. Has the firm1 been found, adjudicated or determined by any federal or state court or agency (including but not limited to, the Equal Employment Opportunity Commission, the Office of Federal Contract Compliance Programs and any applicable California governmental agency) to have violated any laws or Executive Orders relating to employment discrimination or affirmative action, including but not limited to Title VII of the Civil Rights Act of 1964, as amended (42 U.S.C. Sections 2000 et seq.), the Equal Pay Act (29 U.S.C. Section 205(d)), and any applicable or similar California law?
9. Has the firm1, or its owners, officers, or managing employees, submitted a bid on a public works project and found to be nonresponsive, or found by an awarding body not to be a responsible bidder in the last five years? If yes, describe.
10. During the past five years, has any violation of the Contractors State License Law, as described in Chapter 9 (commencing with section 7000) of Division 3 of the Business and Professions Code, including, but not limited to, alleged violations of Federal or State law regarding the payment of wages, benefits, apprenticeship requirements, or personal income tax withholding, or Federal Insurance Contribution Act (FICA) withholding requirements, settled against the firm1? If yes, describe.
11. Has the firm1 been determined, pursuant to a final determination in a court of law, arbitration proceeding or other dispute resolution proceeding, to be liable for a material breach of contract during the last five years with respect to a transportation project? If yes, describe.
FORM F-2 EQUITY MEMBER AND MAJOR NON-EQUITY MEMBER CERTIFICATION Request for Qualifications Issued May 31, 2013
12. Does the firm1 have a current workers compensation insurance policy as required by the California Labor Code or is the firm legally self-insured pursuant to California Labor Code sections 3700 et seq.
13. Within the last five years, has there ever been a period when the firm had employees but was without workers compensation insurance or state-approved self-insurance? If yes, explain.
14. Have any adverse claims, disputes, or lawsuits between the owner of a public works project and the firm1, in which the claim, settlement, or judgment exceeds $50,000, settled during the past five years? If yes, describe.
15. Has the California Labor Commissioner found the firm1 to be in willful violation of California Labor Code section 1777.1 or 1777.7? If yes, describe.
16. Has the firm1 been convicted of violating a State or Federal law relating to the employment of undocumented aliens in the past five years? If yes, describe.
17. Has the firm1 or its agent made any contribution of more than $250 to any officer or commission or board member of the Sponsors within the preceding 12 months? If yes, describe. Note that California Government Code ( 84303(d)) provides that no Respondent, or his or her agent, shall make a contribution of more than $250 to any officer or commission of board member of the Sponsors during the procurement and for three months following the date that a final decision is rendered by the Sponsors with respect to the procurement. Note that stricter requirements apply to Metros officers and board members.
18. At any time in the last five years has your firm1 been assessed and paid liquidated damages of $100k or more due to delay in completion of work under a construction contract (including design-build) with either a public or private owner?
19. Has a surety company completed a contract on your behalf or paid for completion because your firm1 was in default or terminated by the project owner within the last five years?
(Must be signed by an officer of the firm or other authorized signatory) Firm: By: Title: Name of Respondent:
FORM H RESPONDENTS CLARIFICATION REQUEST

Respondent/Firm Name: No. 1 2 3 4 5 6 7 8 9 10 RFQ Section No. or Appendix
Question
Reserved for Department Response
FORM H -- RESPONDENTS CLARIFICATION REQUEST Request for Qualifications Issued May 31, 2013
FORM I SAFETY QUESTIONNAIRE

Name of Respondent: Name of Firm and Role: Instructions for Form completion: Form I is required for the Lead Construction Contractor only. Should additional lines or space be needed to address subject areas identified in the tables and questions below, Respondent shall add additional lines within each subject area as appropriate. Form I has no SOQ page limitation. 1. Provide the following information for the past three years: Item Experience Modification Rate Lost Work Rate Employee hours worked (Do not include non-work time, even though paid) Number of lost workday cases Number of restricted workday cases Number of cases with medical attention only Number of fatalities 2010 2011 2012
2.
Are internal accident reports and report summaries sent to management? To what levels and how often? Position No Yes Monthly Quarterly Annually
3.
Do you hold site meetings for supervisors? How Often? needed____ Weekly___ Biweekly___
Yes ______ Monthly___ Yes ______
No _______ Less often, as No _______
4.
Do you conduct Project Safety Inspections?
By Whom? _______________________________________________________________________ _______________________________________________________________________ How Often? Weekly___ Biweekly___ Monthly___
FORM I SAFETY QUESTIONNAIRE Request for Qualifications Issued May 31, 2013
5. 6.
Does the firm have a written Safety Program?
Yes ______
No _______ Yes ______ No _______
Does the firm have an orientation program for new hires? If yes, what safety items are included? ____________________________________________
________________________________________________________________________ ________________________________________________________________________ 7. Does the firm have a program for newly hired or promoted foremen? Yes _______ No ________ If yes, does it include instruction of the following? Topic Safety Work Practices Safety Supervision On-site Meetings Emergency Procedures Accident Investigation Fire Protection and Prevention New Worker Orientation Yes No
8.
Does the firm hold safety meetings which extend to the laborer level? Yes _______ No _______ How often? Daily ____ Weekly ____ Bi-Weekly ____ Less often, as needed ____
9.
(For Lead Construction Contractor only) Indicate the safety record on the last Project to which the indicated key personnel were assigned: Number of Total Hours Number of Number of Cases with Number of Worked by Lost Restricted Medical Fatalities All Workday Workday Attention on Project Employees Cases Cases Only on Project on Project on Project on Project
Key Person
Project Manager Manager of Construction
10. Has Cal OSHA cited and assessed penalties against your firm for any serious, willful, or repeat violations of its safety or health regulations in the past five years? Yes _______ No _______ (If yes, attach a separate signed page describing the citations, including information about the dates of the citations, nature of the violation, the project on which the citation(s) was or were issued, and the amount of penalty paid, if any. If the citation was appealed to the Occupational Safety and Health Appeals Board and a decision has been issued, state the case number and the date of the decision.) 11. Has the Federal Occupational Safety and Health Administration cited and assessed penalties against your firm in the past five years? Yes _______ No _______ (If yes, attach a separate signed page describing each citation.) 12. Please indicate whether your firm is a party to an alternative dispute resolution system as provided for in California Labor Code Section 3201.5. Yes _______ No ________ 13. Attach workers compensation experience history(ies) for the last five years for Lead Construction Contractor and Lead O&M Contractor. 14. Attach summary of worker safety program(s) for Lead Construction Contractor and Lead O&M Contractor.
FORM K-1 RESPONDENT EQUITY MEMBER SOQ CERTIFICATION

A COPY OF THIS CERTIFICATION MUST BE COMPLETED AND SIGNED BY RESPONDENT AND EACH EQUITY MEMBER, AND SUBMITTED WITH THE SOQ.
I am the (title) ______________________________________ of _________________________ (firm name), which is The Respondent An Equity Member
I have read and understood the information contained in the Request for Qualifications issued by the California Department of Transportation, in cooperation with the Los Angeles County Metropolitan Transportation Authority, for the Accelerated Regional Transportation Improvements Project and the attached Statement of Qualifications (SOQ), and that to the best of my knowledge and belief all information contained herein and submitted concurrently or in supplemental documents with this SOQ is complete, current, and true. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. I further acknowledge that any false, deceptive, or fraudulent statements in the SOQ will result in denial of pre-qualification status.
(Signature)
(Name Printed)
ACKNOWLEDGMENT STATE OF COUNTY OF ) ) SS: )
On________ before me, _____________________________ (insert name and title of officer) personally appeared, _____________________________________ (insert name of signer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
FORM K-1 SOQ CERTIFICATION Request for Qualifications Issued May 31, 2013 1
is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal.
Notary Public in and for said County and State [Seal] My commission expires:
NOTICE TO APPLICANTS: A material false statement, omission, or fraudulent inducement made in connection with this Statement of Qualifications is sufficient cause for denial of the application. In addition, such false submission may subject the person or entity making the false statement to criminal charges. (Title 18 USC 1001, false statements; California Penal Code section 132, offering altered or antedated or forged documents or records; and section 134, preparing false documentary evidence.)
FORM K-1 SOQ CERTIFICATION Request for Qualifications Issued May 31, 2013
FORM K-2 RESPONDENT MAJOR NON-EQUITY MEMBER SOQ CERTIFICATION

A COPY OF THIS CERTIFICATION MUST BE COMPLETED AND SIGNED BY RESPONDENT AND EACH MAJOR NON-EQUITY MEMBER, AND SUBMITTED WITH THE SOQ.
I am the (title) ______________________________________ of _________________________ (firm name), which is a Major Non-Equity Member of the Respondent.
I have read and understood the information contained in the Request for Qualifications issued by the California Department of Transportation, in cooperation with the Los Angeles County Metropolitan Transportation Authority, for the Accelerated Regional Transportation Improvements Project and the attached Statement of Qualifications (SOQ), and that to the best of my knowledge and belief all information pertaining to __________________________ (firm name) contained herein and submitted concurrently or in supplemental documents with this SOQ is complete, current, and true. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. I further acknowledge that any false, deceptive, or fraudulent statements in the SOQ will result in denial of pre-qualification status.
(Signature)
(Name Printed)
ACKNOWLEDGMENT STATE OF COUNTY OF ) ) SS: )
On________ before me, _____________________________ (insert name and title of officer) personally appeared, _____________________________________ (insert name of signer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
FORM K-2 SOQ CERTIFICATION Request for Qualifications Issued May 31, 2013 1
is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal.
Notary Public in and for said County and State [Seal] My commission expires:
NOTICE TO APPLICANTS: A material false statement, omission, or fraudulent inducement made in connection with this Statement of Qualifications is sufficient cause for denial of the application. In addition, such false submission may subject the person or entity making the false statement to criminal charges. (Title 18 USC 1001, false statements; California Penal Code section 132, offering altered or antedated or forged documents or records; and section 134, preparing false documentary evidence.)
FORM K-2 SOQ CERTIFICATION Request for Qualifications Issued May 31, 2013
FORM M PROJECT EXPERIENCE REFERENCES SUMMARY

Firm Name Project Name Reference Contact Information
FORM M REFERENCES SUMMARY Request for Qualifications Issued May 31, 2013
FORM N SUPPLEMENTAL ETHICS DECLARATION Respondent: ___________________________________________________ Firm Name: ____________________________________________________ Respondent (if applicable), Equity Members and Major Non-Equity Members must each complete a copy of this form. Has the firm, or any of its owners, officers or managing employees ever, regardless of amount:
Given (directly or indirectly), or offered to give on behalf of another or through another person, money, contributions (including political contributions), or other benefits, to any current State Official or Metro Board Member or Alternate? Yes _____ No _____ Given or offered to give on behalf of another, money, contributions, or other benefits, directly or indirectly, to any current or former State or Metro employee? Yes _____ No _____ Been directed by any State employee, State Official, Metro employee, Metro Board Member or Alternate, or contractor to offer or give money, contributions or other benefits, directly or indirectly, to any current or former State employee or official, or Metro employee, Board Member or Alternate? Yes _____ No _____ Directed any person, including employees or sub-consultants or subcontractors, to give money, contributions or other benefits, directly or indirectly, to any current or former State employee or official, or current or former Metro employee, Board Member or Alternate, or to someone else in order to benefit an State employee or official, Metro employee, Board Member or Alternate? Yes _____ No _____ Been solicited by any State employee or official, or Metro employee, Board Member or Alternate to make a contribution to any charitable nonprofit organization? Yes _____ No _____ IF YES TO ANY OF THE ABOVE, SUBMIT LIST OF CONTRIBUTIONS AND FULL DETAILS.
FORM N SUPPLEMENTAL ETHICS CERTIFICATION Request for Qualifications Issued May 31, 2013 1
RESPONDENT: ______________________
FORM 025 CERTIFICATION OF COMPLIANCE WITH FEDERAL LOBBYING REQUIREMENTS (49 CFR PART 20)
__________________ (Respondent) certifies to the best of its knowledge and belief that:
1. No federally appropriated funds have been paid or will be paid, by or on behalf of
the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency; a member of Congress, an officer or employee of Congress, an employee of a member of Congress; any Board member or employee of Metro or any employee of the State of California, Department of Transportation (Department) in connection with the awarding of any federal contract; any federally funded contract; or the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment or modification of any federal contract, federally funded contract grant, loan or cooperative agreement.
2. If any funds other than federal appropriated funds have been paid or will be paid to
any person for making lobbying contacts, or influencing or attempting to influence; an officer or employee of any agency; a member of Congress; an officer or employee of Congress; an employee of a member of Congress; a Board member or employee of Metro, or any employee of the Department in connection with this federally funded contract, grant, loan, or cooperative agreement, the undersigned shall register and comply with all federal disclosure requirements.
3. The undersigned shall require that the language of this certification be included in
the solicitation and award documents for all subawards at all tiers including but not limited to subcontracts, subgrants and contracts under grants, loans and cooperative agreements and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Title 31 USC 1352 (as amended by the Lobbying Disclosure Act of 1995). Any offeror who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
FORM 025 FEDERAL LOBBYING CERTIFICATION Request for Qualifications Issued May 31, 2013
Executed on (Date)
, 20
, at (City) (State)
Typewritten or Printed Name
Signature of Authorized Official
Title
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RESTRICTIONS ON LOBBYING
(a) Definitions, as used in this clause:
Agency as defined in Title 5 USC 552(f), includes federal executive departments and agencies as well as independent regulatory commissions and government corporations, as defined in Title 31 USC 9101(1). Metro means the Los Angeles County Metropolitan Transportation Authority. Covered Federal action means any of the following federal actions:
1. 2. 3. 4. 5.
The awarding of any federal contract; The making of any federal grant; The making of any federal loan; The entering into of any cooperative agreement, and The extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative agreement.
Covered federal action does not include receiving from an agency a commitment providing for the United States to insure or guarantee a loan. Indian tribe and tribal organization have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act Title 25 USC 450(b). Alaskan Natives are included under the definitions of Indian tribes in that Act. Influencing or attempting to influence means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with any covered federal action. Local government means a unit of government in a state and, if chartered, established, or otherwise recognized by a state for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government. Officer or employee of an agency includes the following individuals who are employed by an agency:
FORM 025 FEDERAL LOBBYING CERTIFICATION Request for Qualifications Issued May 31, 2013 3-3
1. An individual who is appointed to a position in the government under Title 5,
USC, including a position under a temporary appointment; 2. A member of the uniformed services as defined in Title 37 USC 101(3); 3. A special government employee as defined in, Title 18 USC 202; and, 4. An individual who is a member of a federal advisory committee, as defined by the Federal Advisory Committee Act, Title 5 USC Appendix 2. Person means an individual, corporation, company, association, authority, firm, partnership, society, state, and local government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other federal law. Reasonable compensation means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the federal government. Reasonable payment means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector. Recipient includes all contractors and subcontractors at any tier in connection with a federal contract. The term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other federal law. Regularly employed means, with respect to an officer or employee of a person requesting or receiving a federal contract, an officer or employee who is employed by such person for at least 130 working days within one year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract. An officer or employee who is employed by such person for less than 130 working days within one year immediately preceding the date of the submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 days. State means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a state, and a multi-state, regional, or interstate entity having governmental duties and powers.
(b) Prohibition. (1) Title 31 USC 1352 provides in part that no appropriated funds may be
expended by the recipient of a federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with any of the following covered federal actions: the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
(2) The prohibition does not apply as follows: (i) Agency and legislative liaison by Own Employees. (A) The prohibition on the use of appropriated funds, in paragraph (b) (1)
of this section, does not apply in the case of a payment of reasonable compensation made to an officer or employee of a person requesting or receiving a federal contract if the payment is for agency and legislative liaison activities not directly related to a covered federal action.
(B) For purposes of paragraph (b) (2) (i) (A) of this section, providing any
information specifically requested by an agency or Congress is allowable at any time.

(C) For purposes of paragraph (b) (2) (i) (A) of this section, the following
agency and legislative liaison activities are allowable at any time only where they are not related to a specific solicitation for any covered federal action:
(1) Discussing with an agency (including individual demonstrations) the
qualities and characteristics of the persons products or services, conditions or terms of sale, and service capabilities, and
(2) Technical discussions and other activities regarding the application
or adaptation of the persons products or services for an agency's use.
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(D) For purposes of paragraph (b) (2) (i) (A) of this section, the following
agency and legislative liaison activities are allowable only when they are prior to formal solicitation of any covered federal action:
(1) Providing any information not specifically requested but necessary
for an agency to make an informed decision about initiation of a covered federal action;
(2) Technical discussions regarding the preparation of an unsolicited
proposal prior to official submission, and

(3) Capability presentations by persons seeking awards from an agency
pursuant to the provisions of the Small Business Act, as amended by Public Law 95-507 and other subsequent amendments.
(E) Only those activities expressly authorized by paragraph (b) (2) (i) of
this section are allowable under paragraph (b) (2) (i).

(ii) Professional and technical services by Own Employees. (A) The prohibition on the use of appropriated funds, in paragraph (b) (1)
of this section, does not apply in the case of a payment of reasonable compensation made to an officer or employee of a person requesting or receiving a federal contract or an extension, continuation, renewal, amendment, or modification of a federal contract if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal or application for that federal contract or for meeting requirements imposed by or pursuant to law as a condition for receiving that federal contract.
(B) For purposes of paragraph (b) (2) (ii) (A) of this section professional
and technical services shall be limited to advice and analysis directly applying any professional or technical discipline. For example, drafting of a legal document accompanying a bid or proposal by a lawyer is allowable. Similarly, technical advice provided by an engineer on the performance or operational capability of a piece of equipment rendered directly in the negotiation of a contract is allowable. However, communications with the intent to influence made by a professional (such as a licensed lawyer) or a technical person (such as a licensed accountant) are not allowable under this section unless they provide advice and analysis directly applying their professional or technical expertise and unless the advice or analysis is rendered
directly and solely in the preparation, submission or negotiation of a covered federal action. Thus, for example, communications with the intent to influence made by a lawyer that do not provide legal advice or analysis directly and solely related to the legal aspects of his or her clients proposal, but generally advocate one proposal over another are not allowable under this section because the lawyer is not providing professional legal services. Similarly, communications with the intent to influence made by an engineer providing an engineering analysis prior to the preparation or submission of a bid or proposal are not allowable under this section since the engineer is providing technical services but not directly in the preparation, submission or negotiation of a covered federal action.
(C) Requirements imposed by or pursuant to law as a condition for
receiving a covered federal award include those required by law or regulation, or reasonably expected to be required by law or regulation, and any other requirements in the actual award documents.
(D) Only those services expressly authorized by paragraph (b) (2) (ii) of
this section are allowable under paragraph (b) (2) (ii).

(iii) Reporting for Own Employees.
No reporting is required with respect to payments of reasonable compensation made to regularly employed officers or employees of a person.
(iv) Professional and technical services by Other than Own Employees. (A) The prohibition on the use of appropriated funds, in paragraph (b) (1)
of this section, does not apply in the case of any reasonable payment to a person, other than an officer or employee of a person requesting or receiving a covered federal action, if payment is for professional or technical services rendered directly in the preparation, submission, or negotiation of any bid, proposal, or application for that federal contract or for meeting requirements imposed by or pursuant to law as a condition for receiving that federal contract.
(B) For purposes of paragraph (b) (2) (iv) (A) of this section professional
and technical services shall be limited to advice and analysis directly applying any professional or technical discipline. For example, drafting of a legal document accompanying a bid or proposal by a lawyer is
allowable. Similarly, technical advice provided by an engineer on the performance or operational capability of a piece of equipment rendered directly in the negotiation of a contract is allowable. However, communications with the intent to influence made by a professional (such as a licensed lawyer) or a technical person (such as a licensed accountant) are not allowable under this section unless they provide advice and analysis directly applying their professional or technical expertise and unless the advice or analysis is rendered directly and solely in the preparation, submission or negotiation of a covered federal action. Thus, for example, communications with the intent to influence made by a lawyer that do not provide legal advice or analysis directly and solely related to the legal aspects of his or her client's proposal, but generally advocate one proposal over another are not allowable under this section because the lawyer is not providing professional legal services. Similarly, communications with the intent to influence made by an engineer providing an engineering analysis prior to the preparation or submission of a bid or proposal are not allowable under this section since the engineer is providing technical services but not directly in the preparation, submission or negotiation of a covered federal action.
(C) Requirements imposed by or pursuant to law as a condition for
receiving a covered federal award include those required by law or regulation, or reasonably expected to be required by law or regulation, and any other requirements in the actual award documents.
(D) Persons other than officers or employees of a person requesting or
receiving a covered federal action include consultants and trade associations.

(E) Only those services expressly authorized by paragraph (b) (2) (iv) of
this section are allowable under paragraph (b) (2) (iv).

(c) Disclosure. (1) Each person who requests or receives from Metro or the Department
(collectively, Sponsors) a contract with federal assistance shall file with Sponsors a certification, set forth in Bid/Submittal Form entitled FEDERAL LOBBYING CERTIFICATION, that the person has not made, and will not make, any payment prohibited by paragraph (b) of this clause.
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(2) Each person who requests or receives from Sponsors a contract with federal
assistance shall file with Sponsors a disclosure form, Standard Form-LLL, Disclosure of Lobbying Activities, if such person has made or has agreed to make any payment using nonappropriated funds (to include profits from any covered federal action), which would be prohibited under paragraph (b) of this clause if paid for with appropriated funds.
(3) Each person shall file a disclosure form at the end of each calendar quarter in
which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed by such person under paragraph (c) (2) of this section. An event that materially affects the accuracy of the information reported includes:
(i) A cumulative increase of $25,000 or more in the amount paid or expected
to be paid for influencing or attempting to influence a covered federal action; or

(ii) A change in the person(s) or individual(s) influencing or attempting to
influence a covered federal action; or,

(iii) A change in the officer(s), employee(s), or member(s) contacted to
influence or attempt to influence a covered federal action.

(4) Any person who requests or receives from a person referred to in paragraph
(c) (1) of this section a subcontract with a contract value exceeding $100,000 at any tier under a contract with federal assistance shall file a certification, and a disclosure form, if required, to the next tier above. All disclosure forms shall be forwarded from tier to tier until received by the Prime Contractor who will forward it to Sponsors.
3-9
EXHIBIT 1 CERTIFICATION OF RESTRICTIONS ON LOBBYING I, ____________________________________________________, hereby certify on behalf of (Name and title of contracting or sub-contracting official) ____________________________________________ that: (Name of contractor or subcontractor) (1) No federally appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2) If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement the undersigned shall complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance is placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Title 31 USC 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Executed this ____________ day of _______________________, 20____. By: ____________________________ (Signature of Authorized Official)
____________________________ (Typewritten or Printed Name)
____________________________ (Title of Authorized Official)
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EXHIBIT 2 DISCLOSURE OF LOBBYING ACTIVITIES INSTRUCTIONS FOR COMPLETION OF SF-LLL

This disclosure form shall be completed by the reporting entity, whether subawardee or prime federal recipient, at the initiation of receipt of a covered federal action, or a material change to a previous filing, pursuant to Title 31 USC 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with a covered federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. 2. 3. Identify the type of covered federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered federal action. Identify the status of the covered federal action. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered federal action. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime if the first tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. If the organization filing the report in item 4 checks Subawardee, then enter the full name, address, city, state and zip code of the prime federal recipient. Include the Congressional District, if known. Enter the name of the federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. Enter the federal program, name or description for the covered federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. Enter the most appropriate federal identifying number available for the federal action identified in item 1 (e.g. Request for Proposal (RFP) number, Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the federal agency). Include prefixes, e.g., RFP-DE-90-001. For a covered federal action where there has been an award or loan commitment by the federal agency, enter the federal amount of the award/loan commitment for the prime entity identified in item 4 or 5.
4.
5. 6. 7. 8.
9.
10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI). 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (Item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made. 12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment. 13. Check the appropriate box (es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the dates of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with federal officials. Identify the federal official(s) or employee(s) contacted or the officer(s), employee(s), or member(s) of Congress that were contacted. 15. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached. 16. The certifying official shall sign and date the form, print his/her name, title, and telephone number.
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Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (03-46-00046). Washington, D.C. 20503.
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DISCLOSURE OF LOBBYING ACTIVITIES

Complete this form to disclose lobbying activities pursuant to Title 31 USC 1352 (See reverse for public burden disclosure.) 1. Type of Federal Action: a. contract b. grant c. cooperative agreement d. loan e. loan guarantee f. loan insurance 4. Name and Address of Reporting Entity Prime Subawardee Tier ____________________, if known: Congressional District, if known: 6. Federal Department/Agency: Department of Transportation Federal Transit Administration 7. Congressional District, if known: Federal Program Name/Description: 2. Status of Federal Action: a. bid/offer/application b. initial award c. post award 3. Status of Federal Action: a. initial change b. material change For Material Change Only: year________ quarter _______ date of last report ___________
5.
If Reporting Entity in No. 4 is subawardee. Enter name and Address of Prime:
CFDA Number, if applicable: _______________
8.
Federal Action Number, if known:
9.
Award Amount, if known: $___________________________
10. a.
Name and Address of Lobbying Entity (if individual, last name, first name, MI):
b.
Individuals Performing Services (including address if different from No. 10.a) (last name, first name, MI):
attach continuation sheet(s) SF-LLL-A if necessary 11. 12. Amount of Payment (check all that apply): $ _______________________ 13. actual
attach continuation sheet(s) SF-LLL-A if necessary planned
Form of Payment (check all that apply): a. cash b. in-kind; specify: nature ___________________ value ___________________
Type of Payment (check all that apply): a. b. c. d. e. f. retainer one-time fee commission contingent fee deferred other; specify ___________________________
14.
Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s), employer(s), or member(s) contacted, for Payment indicated in Item 11: Continuation Sheet(s) SF-LLL-A attached: Yes No Signature: _________________________________________ Print Name: ________________________________________ Title: _____________________________________________ Telephone No.:_______________ Date: _________________
15. 16.
Information requested through this form is authorized by Title 31 USC 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This information will be reported to the Congress semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more that $100,000 for each such failure.
Federal Use Only:
Authorized for Local Reproduction Standard Form - LLL
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DISCLOSURE OF LOBBYING ACTIVITIES

CONTINUATION SHEET
Reporting Entity: _________________________________________________________________ Page _________ of _________
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Authorized for Local Reproduction Standard Form LLL-A
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FORM 119 ETHICS DECLARATION
A. The following questions are designed to ensure contractors and Metro, including its employees and Board of Directors, are able to comply with their obligations to avoid conflicts of interest issues. Your company should make or cause to be made a reasonably diligent investigation prior to responding to the questions to ensure your responses are correct and you must have an authorized official sign below where indicated. The authorized official is responding on behalf of your company and your subcontractors and other persons and entities that your company or its subsidiaries have designated to perform the work requested in the bid/proposal. An affirmative response to any of the questions will not automatically cause your company to be disqualified. However, failure to answer the questions in good faith or providing material false answers may subject your company to consequences up to and including disqualification of its bid. If you have any questions please contact the contract administrator assigned to this procurement. B. State the names of your companys parent, all subsidiaries, and related business entities as that term is defined in California Code of Regulations 18703.1(d). If none, circle none under each category below: Name of parent: Name of subsidiaries (use additional sheet if necessary): (none) (none)
Name of related businesses (use additional sheet if necessary)
(none)
Questions 1. Are any of your employees, officers, shareholders, partners, or directors (including your and those of your subcontractors and consultants collectively Employees) formerly a Metro board member or employee within the previous 12 months? 2. Are any of your Employees related to any Metro board member or employee?
FORM 119 ETHICS DECLARATION ISSUED: MAY 31, 2013
Yes/No
ETHICS DECLARATION PRO FORM 119 REVISION DATE: 07.01.09
Questions Yes/No 3. Are any of your Employees also Metro board members or employees? 4. Do any Metro board members or employees own any stock in your company, or that of your consultants or subcontractors? 5. Have you or Employees given any gifts within the previous 12 months to a Metro board member or employee? 6. Have you, your Employees or their family members of your parent, subsidiaries and relate business entities as stated above, made any campaign contributions any present Metro Board Member or employee in the past four years? 7. Have you employed or do you intend to employ as a lobbyist any former Metro board member or employee who has left Metro within the last twelve months? 8. Did you or your Employees receive any confidential information concerning this contract? 9. Did you or any of your Employees perform work within the last 3 years relating to the project or services contemplated to be performed under this contract, including development of the specifications or earlier phases of the project or services to be provided under this contract? 10. If you answered yes to any question 1 through 9 above, explain in detail on a separate sheet the facts and information, including names, dates, amounts, and other circumstances relevant to the question. You have read and shall abide by Metro Code of Conduct for Contractors at all times during your relationship with Metro. Your consultants and subcontractors you retain (if any) to perform any services under the contract you are seeking have or will promptly upon your hiring of those persons, shall read and abide by Metro Code of Conduct for Contractors. You have read and will continually remain in compliance with Metro Lobby Ordinance.
C.
DECLARATION
I, (name)_______________________________, on behalf of (name of bidder/proposer) including its subcontractors and consultants,________ ______________________________________________ at which I am employed as (your title)____________________________, declare that after having made or caused to be made a reasonably diligent investigation both regarding my company and all subcontractors and consultants designated by the above bidder/proposer, the foregoing
FORM 119 ETHICS DECLARATION ISSUED: MAY 31, 2013 ETHICS DECLARATION PRO FORM 119 REVISION DATE: 07.01.09
responses, and the explanation on the attached sheet, if any, in response to question 10, are correct to the best of my knowledge and belief.
__________________________________ Signature
________________________ Date
FORM 119 ETHICS DECLARATION ISSUED: MAY 31, 2013
ETHICS DECLARATION PRO FORM 119 REVISION DATE: 07.01.09
RESPONDENT: ______________________
FORM 026 GENERAL CERTIFICATIONS
The Respondent shall respond either "Yes" or "No" to each of the following where indicated. If the Respondents response is "No", a full explanation shall be provided in the space following the last item.
1.0
CERTIFICATE OF NONDISCRIMINATION
Yes
No
The Respondent hereby certifies: that it does not unlawfully discriminate against any employee or applicant for employment with regard to race, sex, color, religion, ancestry, national origin, marital status, age (over 40), or disability (including AIDS, and cancer-related medical condition); that it is in compliance with all applicable Federal, state, and local directives and executive orders regarding nondiscrimination in employment; and that it agrees to pursue positively and aggressively the principle of equal opportunity in employment. The Respondent and its Subcontractors shall comply with the provisions of the Fair Employment and Housing Act Gov. Code 12900 and the applicable regulations promulgated thereunder. The Bidder/Proposer agrees specifically to adhere to the following:
A. Establish and observe employment policies that actively promote
opportunities for minority persons and women at all job levels.

B. Communicate this policy to all company employees, outside recruiting
services, especially those serving minority communities and women, and minority communities and women at large.
C. State in all solicitations or advertisements for employees that the
Bidder/Proposer will consider all qualified applicants for employment without regard to race, sex, color, religion, ancestry, national origin, marital status, age (over 40), or disability (including AIDS, and cancer-related medical condition). 2.0 AFFIRMATIVE ACTION Yes No
The Respondent certifies that it and those Subcontractors with subcontracts in excess of ten thousand dollars ($10,000) are maintaining Affirmative Action Programs consistent with those required under Federal Executive Order 11246. The detailed requirements are set forth in the Contract Compliance Manual.
FORM 026 GENERAL CERTIFICATIONS Request for Qualifications Issued May 31, 2013
3.0
FRAUDULENT USE OF DBE FRONTS
Yes
No
Only legitimate DBEs are eligible to participate in Metro contracts as DBEs. The Respondent certifies that it has not knowingly and willfully used fronts as defined in section 100.6 of Metros Contract Compliance Manual (Federal) to meet the Disadvantaged Business Enterprise Anticipated Level of Participation (DALP). The use of fronts and pass through Subcontracts to nondisadvantaged firms may constitute a criminal violation2. 4.0 WHISTLEBLOWER REQUIREMENTS Yes No
The Respondent certifies that it will take no action, or adopt any rule, regulation or policy which is contrary to the provisions set forth in California Labor Code 1101. A full explanation of all "No" answers shall be provided below.
Bidder/Proposer hereby declares under the penalty of perjury under the laws of the State of California that the certifications made above in No. 1-4 are true and correct.
Executed on (Date)
2
, 20
, at (City) (State)
Any indication of fraud, waste, abuse, or mismanagement of these funds should be immediately reported to the Metro Small Business Diversity and Labor Compliance Office, at (213) 922-6000; the Metro Inspector General Office at (213) 344-7300 or the toll free hotline number (800) 221-1142; or to the Office of Inspector General, U.S. Department of Transportation at the toll-free hotline number (800) 424-9071; or to the following field office: 201 Mission Street, Suite 2210; San Francisco, CA 94105-1926; (415) 744-3133. FORM 026 GENERAL CERTIFICATIONS Request for Qualifications Issued May 31, 2013
Typewritten or Printed Name
Signature of Authorized Official
Title
FORM 026 GENERAL CERTIFICATIONS Request for Qualifications Issued May 31, 2013
APPENDIX E CONFLICT OF INTEREST CHECKLIST AND INSTRUCTIONS
APPENDIX E CONFLICT OF INTEREST CHECKLIST AND INSTRUCTIONS Request for Qualifications Issued May 31, 2013
CONFLICT OF INTEREST CHECKLIST INSTRUCTIONS AND DISCLOSURE FORM Purpose of the checklist. A conflict of interest checklist will be provided to and is to be used by all Proposers to assist in screening for potential organizational conflicts of interest. The checklist is for the internal use of the Proposers and does not need to be submitted to the Department of Transportation (Department). Definition of Proposer. As used herein, the word Proposer includes both the Prime Contractor/Consultant and all proposed subcontractors/sub-consultants. Checklist is not Exclusive. Please note that this checklist serves as a guide only, and that there may be additional potential conflict situations not covered by this checklist. If a Proposer determines a potential conflict of interest exists that is not covered by this checklist, that potential conflict must still be disclosed. Use of the Disclosure Form. After review of the checklist, the Proposers must complete the Disclosure of Potential Conflict of Interest and submit it along with the Proposers proposal. If the Proposer determines a potential conflict of interest exists, it must disclose the potential conflict of interest to the Department; however, such a disclosure will not necessarily disqualify a Proposer from being awarded a contract. To avoid any unfair taint of the selection process, the disclosure form will be provided separate from the bound proposal, and it will not be provided to the selection committee members. The Departments contract management personnel will review the disclosure and the appropriateness of the proposed mitigation measures to determine if the Proposer may be awarded the contract notwithstanding the potential conflict. The Departments contract management personnel may consult with its Legal Division. Resolution of the conflict of interest issues is ultimately at the sole discretion of the Department. Material Representation. The Proposer is required to submit the attached disclosure form either declaring, to the best of its knowledge and belief, that no potential conflict exists, or identifying potential conflicts and proposing remedial measures to mitigate such conflicts. The Proposer is also responsible to update conflict information if such information changes after the submission of the proposal. Information provided on this form will constitute a material representation as to the award of this contract. The Department reserves the right to disqualify the successful Proposer, or cancel or amend the resulting contract if the successful Proposer failed to disclose a potential conflict, which it knew or should have known about, or if the Proposer provided information on the disclosure form that is false or misleading. Approach to Reviewing Potential Conflicts. The Department recognizes that the Proposers must maintain business relations with other public and private sector entities in order to continue as viable businesses. The Transportation Entity will take this reality into account as it evaluates the appropriateness of proposed measures to mitigate potential conflicts. It is not the intent of a Department to disqualify Proposers based merely on the existence of a business relationship with another entity, but rather only when such relationship causes a conflict that potentially impairs the Proposers ability to provide objective advice to the Department. The Department would seek to disqualify Proposers only in those cases where a potential conflict cannot be adequately mitigated. Additional Guidance for Professionals Licensed by the California Board For Professional Engineers and Land Surveyors. The California Board For Professional Engineers And Land Surveyors provide additional guidance and has established conflict of interest rules applicable to those professionals licensed by the Board (see Board Rules 475 and 476). These rules require full disclosure when a licensee has any business association or financial interest that may influence his or her judgment in connection with the performance of professional services and when a licensee provides professional services for two or more clients on a project or related project.
CONFLICT OF INTEREST CHECKLIST An organizational conflict of interest may exist in any of the following cases: The Proposer, or its principals, own real property in a location where there may be a positive or adverse impact on the value of such property based on the recommendations, designs or other deliverable required by this contract. The Proposer is providing services to another governmental or private entity and the Proposer knows or has reason to believe, that the entitys interest are, or may be, adverse to the states interest with respect to the specific project covered by this contract. Comment: the mere existence of a business relationship with another entity would not ordinarily need to be disclosed. Rather, this focuses on the nature of services commissioned by the other entity. For example, it would not be appropriated to propose on a Department of Transportation (Department) or Metro project if a local government has also retained the Proposer for the purposes of persuading the Department or Metro, as applicable, to stop or alter the project plans. The Proposer is providing design services to a private entity, including but not limited to developers, whom the Proposer knows or has good reason to believe, own or are planning to purchase property affected by the project covered by this contract, when the value or potential uses of such property may be affected by the Proposers performance of work pursuant to this contract. Property affected by the project includes property that is in, adjacent to, or in reasonable proximity to the current or potential right-of-way for a project. The value or potential uses of the private entitys property may be affected by the Proposers work pursuant to the contract when such work involves providing recommendations for right-of-way acquisition, access control and the design or location of frontage roads and interchanges. Comment: this provision does not presume Proposers know nor have a duty to inquire as to all of the business objectives of their clients. Rather, it seeks the disclosure of information regarding cases where the Proposer has a reason to believe that its performance of work under this contract may materially affect the value or viability of a project it is performing for the other entity. The Proposer has a business arrangement with a Department or Metro employee or immediate family member of such employee, including promised future employment of such person, or a subcontracting arrangement with such person, when such arrangement is contingent on the Proposer being awarded this contract. This item does not apply to pre-existing employment of current or former Department or Metro employees, or their immediate family members. Comment: this provision is not intended to supersede any statutes or policies applicable to its own employees accepting outside employment. This provision is intended to focus on identifying situations where promises of employment have been made contingent on the outcome of this particular procurement. It is intended to avoid a situation where a Proposer may have unfair access to inside information. The Proposer has, in previous work for any Transportation Entity, provided design services and such professional services that potentially provides the Proposer with an unfair advantage in preparing a proposal for this project. Comment: this provision will not, for example, necessarily disqualify a Proposer who provided public outreach services for this project, however such work must be disclosed and all work products must be provided. The Proposer has, in previous work for the Department or Metro, been given access to data relevant to this procurement or this project that is classified as private or nonpublic under the California Public Records Act (see GC 6250-6270), and such data potentially provides the Proposer with an unfair advantage in preparing a proposal for this project. Comment: this provision is intended to avoid a situation where a Proposer has been provided information that cannot be provided to other Proposers. APPENDIX E CONFLICT OF INTEREST CHECKLIST AND INSTRUCTIONS Request for Qualifications Issued May 31, 2013 2
The Proposer has, in previous work for the Department or Metro, managed or assisted in the management of the Departments or Metros P3 Program, performing such work as: helping to create the ground rules for this solicitation, writing this solicitation, or preparing evaluation criteria or evaluation guides for this solicitation. The Proposer, or any of its principals, because of any current or planned business arrangement, investment interest, or ownership interest in any other business, may be unable to provide objective advice to the Department or Metro.
DISCLOSURE OF POTENTIAL CONFLICT OF INTEREST FORM Having had the opportunity to review Organizational Conflict of Interest Checklist, the Proposer hereby indicates that it has, to the best of its knowledge and belief: _____ Determined that no potential organizational conflict of interest exists. _____ Determined a potential organizational conflict of interest as follows: Attach additional sheets as necessary. Describe nature of the potential conflict(s):
Describe measures proposed to mitigate the potential conflict(s):
Signature APPENDIX E CONFLICT OF INTEREST CHECKLIST AND INSTRUCTIONS Request for Qualifications Issued May 31, 2013 4
Date
If a potential conflict has been identified, please provide name and phone number for a contact person authorized to discuss this disclosure form with Department of Transportation contract personnel. Name Phone

2013-05-31 Request For Qualifications (RFQ)

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STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION

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LA County Metropolitan Transportation Authority May 31, 2013 Page i

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Appendix A: Acronyms and Definitions 1 2 Acronyms Definitions

INTRODUCTION AND GENERAL INSTRUCTIONS

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Exhibit 1: Project Location Map

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OVERALL PROCUREMENT PROCESS

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Changes in Respondent Team

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LABOR AND CONTRACTING

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Respondent Safety Record and Program

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EVALUATION PROCESS AND CRITERIA

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RFQ SECTION REFERENCE

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6.7 RELATIVE WEIGHTS OF SCORED MATERIALS

5% 11% 11% 11%

5% 11% 11% 11%

5% 5% 40% 50% 10%

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SPONSORS RESERVED RIGHTS

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APPENDIX A: ACRONYMS AND DEFINITIONS

APPENDIX B: PROJECT ELEMENTS DESCRIPTION AND LIST OF REFERENCE INFORMATION DOCUMENTS

Description of Project Elements

I-5 North Capacity Enhancement

Limits and Existing Conditions

I-5 North Pavement Rehabilitation

Limits and Existing Conditions

SR71 Gap Elements

Limits and Existing Conditions

South Segment Element

North Segment Element

Soundwall Packages 10 and 10A

Limits and Existing Conditions

Soundwall Package 10 Scope

Soundwall Package 10A Scope

Yes ____ Monthly_ Yes ______

No _ Less often, as No _

By Whom? ___ _ How Often? Weekly_ Biweekly_ Monthly_

No _ Yes No ___