i-11 boulder city bypass design-build project final ... · rfp no. 14-011a i-11 boulder city bypass...

RFP No. 14-011A I-11 BOULDER CITY BYPASS DESIGN-BUILD PROJECT PWP No. CL-2014-149

REGIONAL TRANSPORTATION COMMISSION OF SOUTHERN NEVADA Final Request for Proposals Revised June 25, 2014 Instructions to Proposers – Exhibit D

I-11 BOULDER CITY BYPASS

DESIGN-BUILD PROJECT

FINAL REQUEST FOR PROPOSALS

NO. 14-011A

INSTRUCTIONS TO PROPOSERS

Revised 6/25/14

EXHIBIT D

Technical Proposal Forms


D-1 | P a g e REGIONAL TRANSPORTATION COMMISSION OF SOUTHERN NEVADA Final Request for Proposals Revised June 25,, 2014 Instructions to Proposers – Exhibit D

I-11 BOULDER CITY BYPASS DESIGN-BUILD PROJECT

REQUEST FOR PROPOSALS

INSTRUCTIONS TO PROPOSERS

EXHIBIT D

Exhibit D contains the forms required in Exhibit A – Technical Proposal Instructions and as

further identified below:

Form Designator Form Title

Appendix A

KP Key Personnel Information

CR Commitment to Assign Identified Resources to Project

OC Organizational Changes (Note: this form is included in Exhibit C. If any changes are needed, the submission must be the approved form signed by the RTC)

Appendix G

A (Appendix G-1) Proposal Letter

SPOC (Appendix G-1) Single Point of Contact

E (Appendix G-2) Stipend Election Form and Agreement

G (Appendix G-3) Form of Guaranty

Appendix H

BAC Buy America Certificate

CD Certification Regarding Debarment, Suspension, Ineligibility And Voluntary Exclusion – First Tier Participants

LC Restrictions On Lobbying Certification

NS Named Subcontractors and Certifications

NC Non-Collusion Affidavit

SD Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions

Appendix I

OCIS Organizational Conflict of Interest Statement

PO Disclosure of Ownership/Principals



Form KP

Key Personnel Information

Name of Proposer: ____________________________________________________

(See ITP Appendix A – Key Personnel, Resumes and Organizational Changes)

Position Full Name Years of

Experience

Education/

Registration

Parent Firm

Name

% of Time

Dedicated

to Project

Design-Builder’s

Project Manager

Design Manager

Construction

Manager

Quality Control

Manager

Safety Manager

Rock

Engineer/Blasting

Specialist

Environmental

Compliance

Manager

Project Scheduler

Landscape

Architect

[INSERT OTHERS

CONSIDERED

KEY BY

PROPOSER]

Use additional sheets as needed.



Form CR

Commitment to Assign Identified Resources to Project

Proposer’s Name: _______________________________________________________

Understanding the RTC’s concern that the personnel resources specifically represented and

listed in this Proposal actually be assigned to the Contract (if awarded to this Proposer) and not

also be committed to other Projects, ________________________________ (Name of

Proposer) commits that the personnel resources shown in the Proposal, including identified

design staff, will be available to the extent within this Proposer’s control. If awarded the

Contract, this Proposer will undertake all reasonable efforts to provide all the Key Personnel

identified in its Proposal on a full time basis for the periods necessary to fulfill their

responsibilities.

In making this commitment, we include the following reservations: (If made without reservation,

enter “NONE”).

Signed: ______________________________________

Printed Name ______________________________________

Title: ______________________________________

Date: ______________________________________



Form A

Proposal Letter

Deborah Coleman, Senior Purchasing Analyst

Regional Transportation Commission of Southern Nevada

600 S. Grand Central Parkway

Las Vegas, Nevada 89106-4512

RE: RFP No. 14-011

I-11 Boulder City Bypass Design-Build Project

Dear Ms. Coleman:

[Name of company] is hereby submitting its Proposal to serve as Design-Builder/Private

Partner in response to RFP No. 14-011 issued by the Regional Transportation Commission of

Southern Nevada (RTC). This Proposal includes the following Principal Participants which

constitute our proposed Design-Build Team

.

[Name of company] is a [corporation] [general partnership] [joint venture} organized

under the laws of the State of __________, and authorized to do business in the State of

Nevada.

We have reviewed the RFP, including the Instructions to Proposers (ITP), the Exhibits

and Attachments, and all other information made available by the RTC, and offer to carry out

the Project in accordance with the terms of the RFP (including the Scope of Work, Draft Design-

Build Contract, all technical requirements and provisions, this Proposal Letter, and our

Proposal).

We acknowledge and agree that our Proposal constitutes a binding offer to provide the

Scope of Work covered by the RFP in accordance with the terms and conditions thereof. If

selected as the Design-Builder, we agree that [name of Design-Builder] will execute Design-

Build Contract and perform all the Work in accordance with the terms and conditions of that

Contract.

We agree to keep our Proposal open for acceptance for one hundred eighty (180) Days

after the Proposal due date without unilaterally varying or amending its terms and without any

change in the Principal Participants on the Design-Build Team and, if the Proposer is a Joint

Venture, without any change in the Joint Venture members or their respective roles and

responsibilities.



We understand that all costs and expenses incurred by us in preparing this Proposal and

participating in the RFP process will be borne solely by us, and that any errors or omissions in

this Proposal are solely our responsibility.

We agree to comply with the Rules of Conduct in Section 2.2.3 of the ITP and

acknowledge that contacts other actions in contravention of those provisions shall be the basis

for disqualification of the offending Proposer.

We agree not to challenge or seek review of any decision of the RTC in connection with

this procurement, the evaluation and selection process, or the award of the Agreement, except

as expressly permitted in the Protest Procedures in Section 8.8 of the ITP.

We understand that the RTC is not bound to accept any Proposal it may receive.

We acknowledge receipt of the following Addenda to the RFP: [Addendum #1, dated

__________, etc.]

Our Designated Representative for all issues relating to this Proposal and the RFP

process generally is _______________ [name; phone number; email; and address].

Signature Block

By:

Print Name:

Title:

Company Name:



Form SPOC

Single Point of Contact

Proposer’s Name: ____________________________________________________

Name of Point of Contact: ____________________________________________________

Company Affiliation: ____________________________________________________

Address: ____________________________________________________

____________________________________________________

____________________________________________________

____________________________________________________

Office Phone: ____________________________________________________

Fax: ____________________________________________________

Cell Phone or Pager No.: ____________________________________________________

E-mail address: ____________________________________________________



Form E

Stipend Election Form and Agreement

Each Proposer must execute this STIPEND ELECTION FORM indicating whether it will accept

or decline the Stipend offered by the RTC in connection with this RFP and procurement

process.

_____ ACCEPTS: [NAME OF PROPOSER] hereby accepts the Stipend and agrees to

execute and comply with the Certification of Agreement to Stipend Terms and Conditions.

________________________________

Name of Authorized Representative

________________________________

Signature

________________________________

Date

_____ DECLINES: [NAME OF PROPOSER] hereby declines the Stipend and unconditionally

and irrevocably waives any right to the Stipend Payment from the RTC.

__________________________________

Name of Authorized Representative

__________________________________

Signature

__________________________________

Date



CERTIFICATION OF AGREEMENT TO STIPEND TERMS AND CONDITIONS

THIS CERTIFICATION OF AGREEMENT TO STIPEND TERMS AND CONDITIONS

(Certification) is made and executed by [NAME OF PROPOSER] for the Regional

Transportation Commission of Southern Nevada (RTC).

RECITALS

WHEREAS, the Proposer is one of the Design-Builders prequalified to submit Proposals for the

Boulder City Bypass Design-Build Project (Project) and wishes to submit a Proposal in response

to Request for Proposals (RFP) for the Project issued by the RTC (RFP No. 14-011).;

WHEREAS, the Proposer has elected, at the Proposer’s option, to execute this Certification,

with the understanding that it is not obligated to execute this Agreement as a pre-condition of

the submission of a Proposal in response to the RFP.

WHEREAS, the Proposer has had the opportunity to obtain the advice of counsel concerning

this Certification and the conditions and requirements imposed herein.

NOW, THEREFORE, for good and valuable consideration, the Proposer hereby certifies and

agrees as follows:

SEC. 1 DEFINITIONS

(1) The term “Responsive Proposal” means a Proposal submitted timely by a qualified

responsible Proposer which conforms in all material respects to the requirements of the RFP, as

determined by the RTC in its sole discretion, and includes all of the Proposer’s Work Product.

(2) The term “Stipend” is a fixed sum of money paid to a Proposer by the RTC in connection

with the development and submission of a Proposal in response to RFP No. 14-011.

(3) The term “Work Product” includes, without limitation, all ideas, techniques, concepts,

Alternative Technical Proposals, and intellectual property developed for or in conjunction with

the creation of the Proposal.

Capitalized terms used but not otherwise defined herein shall have the same meanings as set

forth in the RFP and/or the Contract.

SEC. 2 AGREEMENTS OF THE PROPOSER

As consideration for the receipt of a Stipend from the RTC in the amount stated below, the

Proposer hereby certifies and agrees to the following:



(1) The Proposer agrees to submit a Responsive Proposal that meets all of the requirements of the RFP, as determined by the RTC in its sole discretion.

(2) The Proposer certifies that it legally owns all of the Work Product, its original information, data, intellectual property, and any other thing of value that is contained within its Proposal, except for any information, data, intellectual property, or thing of value that is incorporated into the Proposal but is already copyrighted, trademarked, or patented by a third party other than the Proposer, a Principal Participant, or a Subcontractor. The Proposer agrees to identify in its Proposal, all copyrighted, trademarked, or patented information, data, intellectual property, or things of value.

(3) The Proposer agrees, in exchange for the Stipend, to transfer or provide to the RTC the entirety of its Work Product, including without limitation, the collective efforts of the Proposer, the Principal Participants, and the Subcontractors in developing the Proposal. The RTC shall own and retain all rights to the Work Product, for use for public purposes but without other restriction or limitation on its use, in perpetuity, and such rights shall survive completion of the Project.

(4) The Proposer agrees not to copyright, trademark, patent, or otherwise take any action to protect or limit the use of its Work Product in any manner.

SEC. 3 COMPENSATION AND PAYMENT

(a) Conditions on Payment. -- The Proposer will not be entitled to the Stipend if any of the following apply: (1) the Proposer’s Proposal, including the Price Proposal, is determined by the RTC in its sole discretion to be non-responsive, (2) the Proposer is determined by the RTC, in its sole discretion, to be non-responsible; (3) the Proposer violates the Rules of Conduct set forth in the RFP, including any improper contacts as described therein; (4) the Proposer fails to comply with the certifications and agreements it makes herein; (5) the RTC cancels the procurement prior to the due date for Proposals stated in the RFP; or (6) the RTC awards the Contract to the Proposer.

(b) Timing and Amount of Payment. – Conditioned on compliance of the Proposer with the Proposer’s certifications and agreements herein, payment of a Stipend in the amount of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) will be made to the Proposer by the RTC within sixty (60) days after receipt by the RTC of a timely and properly submitted invoice from the Proposer. Such invoice shall be considered timely only if it is submitted not more than ten (10) business days after award of the Contract. Any Proposer that contests the award of the Contract in any manner in court in violation of Section 5 of this Agreement shall not be eligible to receive payment of a Stipend.



SEC. 4 INDEMNITIES

To the maximum extend allowable by law, the Proposer shall indemnify, defend, and hold

harmless the RTC, the RTC Governing Body, and the RTC officers, employees,

representatives, agents, and contractors, at Proposer’s own expense, from all claims, costs,

expenses, liabilities, demands, or suits at law or equity arising in whole or in part from claims by

a third party that the RTC’s use of the Proposer’s Work Product infringes upon or violates such

third party’s intellectual property rights, including but not limited to, trademarks, copyrights,

patents, or other proprietary rights.

SEC. 5 PROTEST PROCESS; COVENANT NOT TO SUE

(a) Acknowledgement. -- The Proposer acknowledges and agrees that the RFP provides a protest procedure in Section 8.0 of the Instructions to Proposers. The Proposer agrees that this procedure shall constitute Protester’s sole remedy and venue in which to pursue any protest relating to the RFP or to the award of the Contract, and that any final determination made pursuant to such protest procedure shall be final.

(b) Covenant Not To Sue. -- The Proposer covenants and agrees not to sue, file, or prosecute any suit, or to seek damages or judicial or other relief or remedy, of any kind in any court, to contest, dispute, protest, or seek to bar any determination of the highest ranked Proposer, any recommendation for Contract award, or any award of the Contract by the RTC.

SEC. 6 RESERVATION OF RTC RIGHTS

Prior to the due date for Proposals stated in the RFP, the RTC reserves the right to determine,

in its sole discretion, that it will not provide Stipends in connection with the RFP, and to nullify

the Certifications it has received from the Proposers. In the event of any such determination,

this Certification shall be null and void and no Stipend Payments will be owed by the RTC.

SEC. 7 ASSIGNMENT

The Proposer shall not assign this Certification, or the right to receive a Stipend or other rights

hereunder, without RTC’s prior written consent. Any assignment of this Certification or any

rights hereunder without such prior written consent shall be null and void and the RTC shall not

be liable, in any way, to the Proposer or its assignee for payment of the Stipend in accordance

with the terms of this Certification.



SEC. 9 MISCELLANEOUS

(a) Severability. -- It is understood and agreed by the Proposer that if any part, term, or provision of this Certification is by the courts held to be illegal or in conflict with any law of the State of Nevada, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Certification did not contain the particular part, term, or provisions to be invalid.

(b) Applicable Law. -- This Certification shall be governed by and construed in accordance with the laws of the State of Nevada, and any dispute regarding any portion of this Certification that may result in the filing of a legal action shall be filed in the 8th Judicial District of Nevada.

EXECUTED as of the day and year written below.

PROPOSER NAME: ____________________ ________________________________ Signature of Authorized Representative ________________________________ (Print or Type Name) _________________________________ Title _________________________________ Date



To be attached to Irrevocable Letter signed by Guarantor committing to provide Guaranty

in this form concurrent with execution of Contract Documents

Form G

Form of Guaranty

This PARENT GUARANTY dated ___________, 2014 (Parent Guaranty) is made by [NAME

OF PARENT CORPORATION], a [NAME OF STATE] corporation, in favor of the Regional

Transportation Commission of Southern Nevada (RTC), for the benefit of [NAME OF JV MEMBER] (JV

Member), a corporation authorized to do business in Nevada.

W I T N E S S E D

WHEREAS, [NAME OF JV MEMBER], a subsidiary of [NAME OF PARENT], as a member of

[NAME OF JOINT VENTURE] (the JV or the Design-Builder), participated in the development of a

proposal submitted by the JV to the RTC, as Owner, in response to RTC Request for Proposals No. 14-

011, and if the JV is the successful proposer, it intends to enter into the Design-Build Contract (Contract)

with the RTC for the design and construction of the Boulder City Bypass Design-Build Project (the

Project); and

WHEREAS, [NAME OF PARENT] will derive substantial direct and indirect benefit from the JV’s

execution and performance of the Contract; and

WHEREAS, the RTC has requested this Parent Guaranty in connection with its evaluation of JV

Member’s financial standing and qualifications, as a member of the JV, to successfully complete the

Project and comply with all requirements of the Contract;

NOW, THEREFORE, in order to induce the RTC to evaluate the financial standing of the JV

Member and its qualifications to successfully undertake and complete the obligations and transactions

contemplated under the Contract and to enter into the Contract, and to guaranty those obligations and

transactions, and for other good and valuable consideration, receipt and sufficiency of which are

acknowledged, [NAME OF PARENT] hereby agrees as follows:

1. Guaranty to RTC. [NAME OF PARENT] hereby guarantees to the RTC and its

successors and assigns, the full and prompt payment and performance by the JV Member of all its

covenants, agreements and other obligations under the Contract, and under all documents and

instruments contemplated to be executed by the Design-Builder pursuant to the Contract (all such

covenants, agreements and other obligations arising out of or under the Contract or such other

documents or instruments are hereinafter collectively referred to as the "Guaranteed Obligations").

[NAME OF PARENT]’s OBLIGATIONS UNDER THIS GUARANTY ARE ABSOLUTE,



UNCONDITIONAL AND IRREVOCABLE AND WILL BE DEEMED TO HAVE BEGUN ON THE DATE

OF EXECUTION OF THE CONTRACT. This Parent Guaranty is a guarantee of payment and of

performance and not merely of collection. If the Design-Builder or the JV Member defaults in the

performance of any of the Guaranteed Obligations, or any other event of default set forth in the

Contract occurs, and the RTC gives [NAME OF PARENT] and the Design-Builder written notice

thereof, [NAME OF PARENT] shall, within thirty (30) calendar days after receipt of such notice, pay

(including any interest accrued thereon in accordance with the terms of the Contract from the date due

by the Design-Builder) or perform (or cause another qualified entity selected by [NAME OF PARENT],

and approved by the RTC, to perform) the unperformed Guaranteed Obligations or otherwise cure the

default in accordance with the terms of the Contract.

Without limiting the generality of the foregoing, [NAME OF PARENT]’s obligations

hereunder will not be released, discharged, or otherwise affected by (a) any authorized or permissible

change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy, or

similar proceeding affecting the Design-Builder, the JV Member [NAME OF PARENT], or their

respective assets, or (b) the existence of any claim or set-off which the Design-Builder has or

may have against the RTC, whether in connection with this Guaranty or an unrelated

transaction, provided that nothing in this Guaranty will be deemed a waiver by [NAME OF

PARENT] of any claim or prevent the assertion of any claim by separate suit.

2. Independent Obligation. [NAME OF PARENT] agrees that the Guaranteed

Obligations are independent of the obligations of the JV Member and the Design-Builder, and if

any default occurs hereunder, a separate action or actions may be brought and prosecuted

against [NAME or PARENT] as Guarantor whether or not the JV Member or the Design-Builder

are joined therein. The RTC may maintain successive actions for other defaults of [NAME OF

PARENT] as Guarantor. [NAME OF PARENT] further agrees that the RTC may enforce this

Parent Guaranty, at any time and from time to time, without the necessity of resorting to or

exhausting any security or collateral and without the necessity of proceeding against the

Design-Builder or the JV Member. The RTC's rights hereunder will not be exhausted by the

exercise of any of its rights or remedies or by any such action or by any number of successive

actions until and unless all Guaranteed Obligations have been paid and fully performed.

3. Cumulative Rights. All rights, powers, and remedies of the RTC hereunder will be

in addition to and not in lieu of ail other rights, powers, and remedies given to the RTC, whether

at law, in equity or otherwise.

4. Exclusion of Consequential Damages. [NAME OF PARENT] shall be excluded

from responsibility for consequential damages in the same manner and to the same extent as

the Design-Builder and the JV Member are excluded from such damages under the Contract;

provided that the exceptions to the exclusion of consequential damages that are applicable to

the Design-Builder and the JV Member under the Contract shall be equally applicable to [NAME

OF PARENT] as Guarantor.



5. Rights of Third Parties. Except for rights and benefits conferred by the Contract

upon the RTC and the Indemnified Parties (as defined therein), this Parent Guaranty shall not

be construed to create any right or to confer any benefit on any persons other than the RTC and

the JV Member and the Design-Builder.

6. Representations and Warranties. [NAME OF PARENT] hereby represents and

warrants that:

(a) It is a corporation, duly formed, validly existing, and in good standing under

the laws of [STATE OF INCORPORATION] and has full power and authority to own its

property and to carry on its business as now conducted.

(b) This Parent Guaranty is made in furtherance of the purposes for which [NAME

OF PARENT] has been organized. [NAME OF PARENT] has full legal right, power and

authority to execute this Parent Guaranty and to carry out is obligations hereunder, and this

Parent Guaranty has been duly authorized by all requisite corporate action on its part. This

Parent Guaranty has been duly authorized and executed by [NAME OF PARENT]. This

Guaranty constitutes a valid and legally binding obligation of enforceable against it in

accordance with its terms. No consent, authorization, order or approval of or filing or

registration with of any person or entity, including any governmental entity, is required in

connection with the execution and performance of this Parent Guaranty.

(c) [NAME OF PARENT]'s execution and performance of this Parent Guaranty and the

transactions contemplated hereby do not (1) constitute a breach of any term or provision of, or a

default under (A) any contract or agreement to which it or any of its affiliates is a party or by which it

or any of its affiliates or its or their property is bound, (B) its organizational documents, or (C) any

laws, regulation, or judicial orders having applicability to it, which breach would have a material

adverse effect on its ability to perform its obligations hereunder, or (2) result in the creation of any

lien, charge, claim, or other encumbrance on its property or the property of its subsidiaries.

(d) There is no action, suit or similar proceeding, at law or in equity, before or by any

court or governmental authority, pending or, to the best of [NAME OF PARENT]'s

knowledge, threatened against [NAME OF PARENT] wherein an unfavorable decision, ruling or

finding would materially and adversely affect the validity or enforceability of this Parent Guaranty or

any other agreement or instrument entered into by [NAME OF PARENT] in connection with the

transactions contemplated hereby, or which would materially and adversely affect the performance

by [NAME OF PARENT] of its obligations hereunder.

7. Continuing Guaranty.

(a) The obligations of [NAME OF PARENT] under this Parent Guaranty are

absolute, present, irrevocable and unconditional and shall remain in full force and effect until the

Design-Builder shall have fully performed all of its obligations under the Contract in accordance



with its respective terms and shall not be released or discharged by: (1) any failure, omission or

delay by the RTC in the exercise of any right, power or remedy conferred on it with respect to

this Parent Guaranty, or any exercise by the RTC of any right, power or remedy conferred on it

with respect to this Guaranty; (2) any assignment of the Contract by the Design-Builder, the JV

Member or the RTC or any change in the ownership, direct or indirect, of the JV Member; (3)

any permitted assignment for the purpose of creating a security interest in all or any part of the

respective interests of the Design-Builder, the JV Member or the RTC in the Contract or in the

Project and any consent to such assignment executed by Design-Builder, the JV Member or

[NAME OF PARENT]; (4) unenforceability, for any reason, of the Contract (except that [NAME OF

PARENT] shall not be obligated to perform any work or make any payment to the extent that any

applicable law, order or regulation prohibits the performance or payment thereof); (5) the insolvency,

bankruptcy, liquidation or dissolution of the JV Member or the Design-Builder, or (6) any other similar

circumstance which might constitute a legal or equitable discharge or defense under applicable

principles of suretyship law.

(b) Notwithstanding anything in this Parent Guaranty to the contrary, if any of the

Guaranteed Obligations are waived, amended or modified by [NAME OF PARENT] and the

RTC, then [NAME OF PARENT] shall guaranty such amended or modified Guaranteed

Obligations as so amended or modified. In the event of any enforcement of this Parent Guaranty,

[NAME OF PARENT] and the RTC shall be bound by such waived, amended or modified

Guaranteed Obligations.

(c) Notwithstanding the other provisions of this Section, nothing in this Section shall limit

the rights expressly given to [NAME OF PARENT] as Guarantor under Section 1 hereof.

8. Waivers by [NAME OF PARENT].

(a) The obligations of [NAME OF PARENT] hereunder shall not be subject to any

counterclaim, se t off, deduction or defense based on any claim that [NAME OF PARENT] may

have against the JV Member, the Design-Builder, the RTC, or any other person, provided

however, that [NAME OF PARENT] expressly reserves the right to pursue any claims against any

of the foregoing in a separate proceeding.

(b) [NAME OF PARENT] hereby unconditionally and irrevocably waives as a condition

to the performance or payment by [NAME OF PARENT] of the Guaranteed Obligations (1) all

notices which may be required by statute or otherwise, including notices of acceptance, default,

presentment or demand; (2) all suretyship defense of every nature available under the laws of the

State of Nevada and the law of any other state; and (3) any defense based on an election of

remedies by the RTC. [NAME OF PARENT] also waives any right to require the RTC to first

proceed against any other guarantor or person liable on the Guaranteed Obligations or

exhaust any other remedies available.



(c) Notwithstanding anything in this Parent Guaranty to the contrary, this Guaranty

shall not be construed as (1) expanding any agreement on the part of the Design-Builder under the

Contract or any consent to assignment of the Contract executed by the Design-Builder, or (2)

imposing on [NAME OF PARENT] any obligation to perform or observe any agreement on the part of

the Design-Builder contained in the Contract that the Design-Builder is not then obligated to perform

unless the Design-Builder is not then obligated to perform or observe such agreement due to its

bankruptcy, insolvency or dissolution.

(d) Notwithstanding the other provisions of this Section, nothing in this Section shall limit

the rights expressly given to [NAME OF PARENT] as Guarantor under Section 1 hereof.

9. Reinstatement of Obligations. If the RTC is required to refund (as a result of Design-

Builder's bankruptcy or insolvency) any amount previously paid in connection with a Guaranteed

Obligation, the obligation of [NAME OF PARENT] under this Parent Guaranty with respect to

such amount shall be deemed to be reinstated and shall constitute a Guaranteed Obligation.

10. Remedies. This Guaranty may be enforced as to one or more breaches either separately

or cumulatively. No failure or delay on the part of the RTC to exercise any right hereunder shall operate

as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the exercise

of any other right. The remedies and rights provided herein to the RTC are in addition to any remedies

the RTC may otherwise have under law or at equity. This Guaranty constitutes the entire

agreement between the RTC and [NAME OF PARENT] concerning the subject matter hereof.

11. Limitation of Liability. [NAME OF PARENT]'s liability under this Parent Guaranty shall

not exceed the limitation of liability applicable to the Design-Builder under the Contract; provided that

the exclusions from such limitation that that are applicable to the Design-Builder under the Contract

shall be equally applicable to [NAME OF PARENT] as Guarantor.

12. Defenses. Notwithstanding anything to the contrary set forth in this Parent Guaranty and

except for defenses arising from the bankruptcy, insolvency or dissolution of the JV, all defenses, claims,

set-offs, deductions, limitations on liability, rights to receive notice, opportunities to cure defaults and

other rights available to the Design-Builder under the Contract shall be available to [NAME OF

PARENT] (collectively "Defenses"). However, in determining the extent to which [NAME OF

PARENT] must perform the obligations of the JV Member or the Design-Builder pursuant to this

Parent Guaranty (a) in no event shall be permitted to assert any Defense greater than those

provided the Design-Builder under the Contract and (b) to the extent that it is determined by a

court of competent jurisdiction that any Defense is unavailable to the Design-Builder, has been

waived by it or is limited in its scope or nature, [NAME OF PARENT] shall be prohibited from

raising such Defense to the extent same is so determined by such court to be unavailable,

waived or limited.

13. Governing Law. The laws of the State of Nevada shall govern the interpretation,

construction, enforceability, legality and validity of this Guaranty, and all disputes arising

hereunder or in any manner related hereto.



14. Consent to Jurisdiction. [NAME OF PARENT] and the RTC agree that any action or

proceeding to resolve a dispute between [NAME OF PARENT] and terms of this Guaranty may

only be brought in the courts of Nevada. [NAME OF PARENT] and the RTC each accept for

themselves and in connection with their respective properties, generally and unconditionally, the

jurisdiction of the aforesaid courts and waive any defense of forum non convenient. If not a

resident of the State of Nevada, [NAME OF PARENT] must appoint and maintain an agent for

service of process in the State of Nevada.

15. Attorneys' Fees. [NAME OF PARENT] agrees to pay to the RTC without demand

reasonable attorneys' fees and all costs and other expenses (including such fees and costs of

litigation, arbitration, and bankruptcy, and including appeals) incurred by the RTC in enforcing,

collecting, or compromising any Guaranteed Obligation or enforcing or collecting this Parent

Guaranty against [NAME OF PARENT] or in attempting to do any or all of the foregoing.

16. Notices. All notices and other communications required or permitted to be given

hereunder (a) shall be in writing; (b) shall be delivered in person, by express courier, or by

facsimile transmission; (c) shall be deemed delivered (1) in the case of delivery in person or by

courier, when actually received by the recipient party and (2) by facsimile transmission when

such transmission is sent to the proper party and is completed: and (d) shall be delivered (1) to

the RTC at its address specified below, (2) to [NAME OF PARENT] at its address specified

below, and (3) to the JV Member at its address specified below, or at such other addresses as

either such party shall have designated to the other party on ten (10) days prior notice.

To the RTC: Regional Transportation Commission of Southern Nevada

600 South Grand Central Parkway

Suite 350

Las Vegas, Nevada 89106

To: [NAME OF PARENT]

[ADDRESS]

To JV Member: [NAME OF JV MEMBER]

[ADDRESS]

17. Term of the Guaranty. This Parent Guaranty shall take effect upon date of the

execution of the Contract by the RTC and the Design-Builder and shall remain in full force and

effect from that date until all of the obligations of the Design-Builder under the Contract have been

fully performed, or are discharged, released or otherwise excused; provided, that in the case of a

discharge resulting from the bankruptcy, insolvency or dissolution of the JV Member or the Design-

Builder, this Guaranty shall continue and remain in full force and effect. If no Contract is entered



into by the RTC and the Design-Builder, this Guaranty will be null and void, of no force or effect

and shall not confer any rights on the RTC or impose any obligations upon [NAME OF PARENT].

18. Amendments. Neither this Parent Guaranty nor any provision hereof may be

changed, waived, discharged or terminated orally.

19. Severability. If any provision of this Parent Guaranty is determined to be unenforceable for any reason by a court of competent jurisdiction, it will be adjusted rather than voided, to achieve the intent of the parties, and all of the provisions not deemed unenforceable will be deemed valid and enforceable to the greatest extent possible.

Executed as of the date first above written.

[NAME OF PARENT]

BY:

Chief Financial Officer



Form BAC

Buy America Certificate

This procurement is subject to the Federal Highway Administration (FHWA) Buy America

Requirement in 23 CFR 635.410.

A Buy America Certificate, in format below, must be completed and submitted with the Proposal.

After the Proposal Due Date, each Proposer is bound by its original certification. However, in

accordance with 49 USC 5323(j) (7), a Proposer may have the opportunity to correct an

inadvertent error in its certification. A Proposer may correct any certification of noncompliance

or failure to properly complete this certification if the Proposer attests under penalty of perjury

that it submitted an incorrect certification as a result of an inadvertent or clerical error. The

burden of establishing such inadvertent or clerical error is on the Proposer. The Proposer’s

failure to sign the certification is not considered an inadvertent or clerical error. A Proposal

which does not include the certificate will be considered non-responsive.

A false certification is a criminal act in violation of 18 U.S.C. 1001. Should this procurement be

investigated, the successful Proposer has the burden of proof to establish that it is in

compliance.

Section 165(a) of the Surface Transportation Assistance Act of 1982 permits FHWA

participation on this Contract only if iron, steel and manufactured products used in the Contract

are produced in the United States.

Certificate of Compliance

The Proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j) (2),

and the applicable regulations in 23 CFR 635.410.

Date: ___________________________________

Signature: _______________________________

Proposer’s Name: _________________________

Title: ___________________________________

NOTE: Failure to complete, sign and submit this certificate may result in rejection of the

entire Proposal.



Form CD

Certification Regarding Debarment, Suspension and Other

Ineligibility and Voluntary Exclusion – First Tier Participants

I, _____________________________________, ______________________________,

(Name/Title of Certifying Officer) hereby

certify that _____________________________:(Name of Design-Builder)

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or

voluntarily excluded from participation by any Federal agency or from participation in

participating in covered transactions by any Federal department of agency including the

Regional Transportation Commission of Southern Nevada Project No. PWP No. CL=2014-149;

as verified on the following websites: http://www.laborcommissioner.com/docs/dlist.htm ;

2. Have not within a three-year period preceding this proposal been convicted of or had a

civil judgment rendered against them for commission of fraud or a criminal offense in connection

with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction

or contract under a public transaction; violation of Federal or State antitrust statues or

commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,

making false statements, or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental

entity (Federal, State or local) with commission of any of the offenses enumerated in Paragraph

2 of this certification; and

4. Have not within a three-year period preceding this proposal had one or more public

transactions (Federal, State or local) terminated for cause or default.

If any Principal Participant is unable to certify to any of the statements in this certification, such

prospective Principal Participant shall attach an explanation to this certification.

http://www.laborcommissioner.com/docs/dlist.htm



I hereby certify and affirm the truthfulness and accuracy of the above statement, and I

understand that the provisions of 31 United States Code (U.S.C.) §3801 et seq., (Administrative

Remedies for False Claims and Statements) are applicable hereto.

__________________________________

Name of Design-Builder

__________________________________

Street Address of Design-Builder

__________________________________

City, State, Zip

_____________________________



Form LC

Restrictions On Lobbying Certification

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of

the undersigned, to any person for influencing or attempting to influence an officer or

employee of 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 Federal appropriated funds have been paid or will be paid

to any person for making lobbying contacts to an officer or employee of any agency, a Member

of Congress, an officer or employee of Congress, or an employee of a Member of Congress in

connection with THIS Federal contract, grant, loan, or cooperative agreement, the undersigned

shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in

accordance with its instructions [as amended by “Government-wide Guidance for New

Restrictions on Lobbying,” 61 Federal Regulations 1413 (1/19/96). Note: Language in

paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying

Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)].

(3) The undersigned shall require that the language of this certification be included in the

award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts

under grants, loans, and cooperative agreements) and that all 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 section 1352, title 31, U.S. Code (as

amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required

certification shall be subject to a civil penalty of not less than $10,000 and not more than

$100,000 for each such failure.

[Note: Pursuant to 31 U.S.C. §1352(c)(1)-(2)(A), any person who makes a prohibited

expenditure or fails to file or amend a required certification or disclosure form shall be subject to

a civil penalty of not less than $10,000 and not more than $100,000 for each expenditure or

failure.]



The Proposer/Design-Builder, _______________, certifies or affirms the truthfulness and

accuracy of each statement of its certification and disclosure, if any. In addition, the

Proposer/Design-Builder understands and agrees that the provisions of 31 U.S.C. §3801, et

seq., apply to this certification and disclosure, if any.

Company Name:

_________________________________________

Signature: _________________________________

Type/Print Name PAR or Subcontractor Authorized

Representative: _____________________________

Title: _____________________________________

Date: _____________________________________

NOTE: THE DESIGN-BUILDER IS REQUIRED PURSUANT TO FEDERAL LAW, TO

INCLUDE THE ABOVE LANGUAGE IN SUBCONTRACTS OVER $100,000 AND TO OBTAIN

THIS LOBBYING CERTIFICATE FROM EACH SUBCONTRACTOR BEING PAID $100,000 OR

MORE UNDER THIS CONTRACT.



Form NS

Named Subcontractors and Certifications

Subcontractor

Name / Contact

Description

of Work

% of

Work

Assigned

Nevada

Contractor

License and

License Limit

Address of Head

Office

Telephone Email Certified

DBE?

YES or NO

MBE OR

WBE?

(Indicate

Below)

[Add Lines/Sheets

as Needed]



CERTIFICATION: Proposer by signature below hereby certifies their commitment to the following:

1. Proposer commitment to compliance with all Federal Requirements as listed in Attachment 3 of the Design-Build Contract. 2. The Proposer agrees it shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Proposer

shall carry out applicable requirements of 49 C.F.R. Part 26 in the award and administration of the U.S. DOT-assisted contracts. 3. The goal for participation of Disadvantaged Business Enterprises (DBE) has been established by the RTC at 5% of the Work. The Proposer

certifies that (1) the above RTC DBE goal will be met by obtaining commitments equal to or exceeding the DBE percentage or that Proposer will provide a good faith effort to substantiate the attempt to meet the goal; and (2) if awarded the Design-Build Contract. Proposer will submit all required plans and reports as required by the Federal Requirements and the Design-Build Contract documents.

4. Proposer commitment to meet or exceed the RTC established goal of 40,000 hours of training as set out in the ITP. ____________________________________________________________________________________

Signed (Proposer Authorized Representative)



Form NC

Non-Collusion Affidavit STATE OF _____________________________________

COUNTY OF ___________________________________

Each of the undersigned, being first duly sworn, deposes and says that __________is the

_______________ of and ________________ is the ________________ of

________________, which entity(ies) are the ____________ of, _____ the entity making the

foregoing Proposal.

The Proposal is not made in the interest of, or on behalf of, any undisclosed person,

partnership, company, association, organization or corporation; the Proposal is genuine and not

collusive or sham; the Proposer has not directly or indirectly induced or solicited any other

Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded,

conspired, connived or agreed with any Proposer or anyone else to put in a sham Proposal or

that anyone shall refrain from proposing; the Proposer has not in any manner, directly or

indirectly, sought by agreement, communication or conference with anyone to fix the Contract

Price or any component of the Contract Price, of the Proposer or any other Proposer, or to fix

any overhead, profit or cost element included in the Proposal, or of that of any other Proposer,

or to secure any advantage against the RTC of anyone interested in the proposed Contract; all

statements contained in the Proposal are true; and, further, the Proposer has not, directly or

indirectly, submitted its Contract Price or any breakdown thereof, or the contents thereof, or

divulged information or data relative thereto, or paid, and will not pay, any fee to any

corporation, partnership, company, association, organization, proposal depository or any

member or agent thereof to effectuate a collusive or sham Proposal.

_______________________________ _______________________________

(Signature) (Signature)

_________________________________ _______________________________

(Printed Name) (Printed Name)

_________________________________ _______________________________

(Title) (Title)



Subscribed and sworn to before me this _____________day of _____________, 2014.

Notary Public in and for)

) SS

said County and State )

[Seal] My commission expires: __________________

[Duplicate or modify this form as necessary so that it accurately describes the entity

making the Proposal and so that it is signed on behalf of all general partners or joint

venture partners of the Proposer.



Form SD

Certification Regarding Debarment, Suspension, Ineligibility

and Voluntary Exclusion Lower Tier Covered

Transactions

1) The prospective lower tier participant (Subcontractor) certifies, by submission of its

proposal, that neither it nor its principals is presently debarred, suspended, proposed for

debarment, declared ineligible, or voluntarily excluded from participation in the Regional

Transportation Commission of Southern Nevada Project No. PWP No- CL=2014-149 by

any federal department or agency.

2) Where the prospective lower tier participant is unable to certify to any of the statements

in this certification, such prospective participant shall attach an explanation to its

Proposal.

(60 FR 33042, 33064, June 26, 1995)

_______________________________________________

Signed

_______________________________________________

Typed or Printed Name

_______________________________________________

Company Name

_______________________________________________

Date

(To be executed by an authorized representative of the Subcontractor)



Form OCIS

Organizational Conflict of Interest Statement

Each entity that enters into a Contract with the Regional Transportation Commission of

Southern Nevada (RTC) is required, prior to entering such Contract, to inform the RTC of any

real or apparent Organizational Conflict of Interest (OCI).

An OCI exists when a person or business entity has an unfair competitive advantage because of

other activities or relationships with other persons. An OCI exists when any of the following

circumstances arise:

1. Lack of Impartiality or Impaired Objectivity – when the supplier is unable, or potentially

unable, to provide impartial and objective assistance or advice to the RTC due to other

activities, relationships, contracts, or circumstances.

2. Unequal Access to Information – The supplier has an unfair competitive advantage

through obtaining access to nonpublic information during the performance of an earlier

contract.

3. Biased Ground Rule – During the conduct of an earlier procurement, the supplier has

established the ground rules for a future procurement process by developing the

specifications, evaluation factors, or similar documents.

The Proposer warrants that, to the best of his/her/its knowledge and belief, and except as

otherwise disclosed, there are no relevant facts or circumstances, which could give rise to an

OCI. The Proposer agrees that, if after award, an OCI is discovered, an immediate and full

disclosure in writing must be made to the RTC, which must include a description of the action,

which the success supplier has taken or proposes to take to avoid or mitigate such conflicts. If

an OCI is determined to exist, the RTC may, in its discretion, cancel the contract award. In the

event the successful supplier was unaware of an OCI prior to the award of the contract and did

not disclose the conflict to the Purchasing Representative, the RTC may terminate the contract

for default. The provisions of this clause must be included in all subcontracts for work to be

performed similar to the service provided by the prime supplier, and the terms “contract”,

“supplier”, and “Purchasing Representative” modified approximately to preserve RTC’s rights.



Organizational Conflicts of Interest Prohibition and Non-Conflict Certification

The undersigned on behalf of the Proposer hereby certifies that the information contained in this

certification is accurate, complete and current.

Proposer’s Signature and Date

Typed or Printed Name

Title

Company Name

Company Address



Form PO

Disclosure of Ownership / Principals

Instructions for completing the disclosure of ownership / principals form. Purpose of the Form The Purpose of the Disclosure of Ownership/Principals form is to gather ownership information pertaining to the business entity for use by the RTC Commissioners (RTC) in determining whether members of the RTC should exclude themselves from voting on agenda items where they have, or may be perceived as having a conflict of interest, and to determine compliance with Nevada Revised Statute 281A.430, contracts in which a public officer or employee has interest is prohibited. Also, the supplier recommended for award (Supplier) must disclose to the RTC via this form if any real or apparent organizational conflict of interest is present. General Instructions Completion and submission of this form is a condition of approval or renewal of a contract or lease and/or release of monetary funding between the disclosing Proposer and the RTC. Failure to submit the requested information may result in a refusal by the RTC to enter into an agreement/contract and/or release monetary funding to such disclosing Proposer. Detailed Instructions All sections of the Disclosure of Ownership / Principals form must be completed. If not applicable, write in N/A. Business Name (include d.b.a., if applicable) – Enter the legal name of the business entity and enter the “Doing Business As” (d.b.a.) name, if applicable. Corporate/Business Address, Business Telephone, Business Fax, and Email – Enter the street address, telephone and fax numbers, and email address of the named business entity. Local Business Address, Local Business Telephone, Local Business Fax, and Email – If business entity is out-of-state, but operates the business from a location in Nevada, enter the Nevada street address, telephone and fax numbers, point of contact and email address of the local office. Please note that the local address must be the physical address from which the business is operating from that location. Please do not include a P.O. Box number, unless required by the U.S. Postal Service, or a business license hanging address. Number of Clark County Nevada Residents employed by this firm. Business Entity Type – Indicate if the Supplier is an Individual, Partnership, Limited Liability Company, Corporation, Trust, Non-profit Organization*, or Other. When selecting “Other”, provide a description of the legal entity.



*Non-Profit Organization (NPO) – Any non-profit corporation, group, association, or corporation duly filed and registered as required by state law. Business Designation Group – Indicate if the entity is a Disadvantaged-Owned Business Enterprise (DBE), Minority-Owned Business Enterprise (MBE), or Woman-Owned Business Enterprise (WBE), and a subclassification, if applicable. This is needed in order to provide utilization statistics to the Regional Business Development Activity Committee and will be used only for such purpose. List of Owners/Officers – Include the full name, title and percentage of ownership of each person who has ownership or financial interest in the business entity. If the business is a publicly-traded corporation or non-profit organization, list all Corporate Officers and Directors only. For All Contracts – (Not required for publicly-traded corporations) 1. Indicate if any individual members, partners, owners or principals involved in the business entity are a RTC full-time employee(s), or appointed/elected official(s). If yes the following paragraph applies. In accordance with NRS 281A.430.1, a public officer or employee shall not bid on or enter into a contract between a government agency and any private business in which he has a significant financial interest, except as provided for in subsections 2, 3 and 4. 2. Indicate if any individual members, partners, owners or principals involved in the business entity have a second degree of consanguinity or affinity relation to a RTC full-time employee(s), or appointed/elected official(s). If YES, complete the Disclosure of Relationship Form. Signature and Print Name – Requires the signature of an authorized representative and the date signed. Disclosure of Relationship Form – If any individual members, partners, owners or principals of the business entity is presently a RTC employee, public officer or official, or has a second degree of consanguinity or affinity relationship to a RTC employee, public officer or official, this section must be completed in its entirety.



Form PO

Disclosure of Ownership/Principals

Business Name

(include d.b.a., if applicable)

Corporate Street Address, City, State,

Zip Code

Corporate Telephone and Fax

Numbers

Telephone: Fax:

Corporate Contact Name

Corporate Contact Email Address

Corporate Website Address

Local Street Address, City, State, Zip

Code

Local Telephone and Fax Numbers Telephone: Fax:

Local Contact Name

Local Contact Email Address

Local Website Address

Number of Clark County Nevada

Residents Employed

Business Entity Type:

Sole Proprietorship

Partnership Limited Liability Company

Corporation

Trust

Non-Profit Organization

Other, Specify: ________________

Business Designation Group:

MBE WBE DBE PBE SBE

NBE LBE

Subclassifications: Asian-Pacific

American African American Hispanic

American Native American

Subclassifications: Asian-Pacific

American African American Hispanic

American Native American Caucasian

Subclassifications: Black American Hispanic

American Native American Asian-Indian

American Asian-Pacific

American Other Female

All entities, with the exception of publicly-traded and non-profit organizations, must list the names of individuals holding more than 5% ownership or financial interest in the business entity appearing before the Board in the table below. Publicly-traded entities and non-profit organizations shall list all Corporate Officers and Directors in lieu of disclosing the names of individuals with ownership or financial interest. Entities include all business associations organized under or governed by Title 7 of the Nevada Revised Statutes, including but not limited to private corporations, close corporations, foreign corporations, limited liability companies, partnerships, limited partnerships, and professional corporations.

Full Name Title %



This section is required for all businesses, except for publicly-traded corporations

1. Are any individual members, partners, owners or principals, involved in the business entity a RTC full-time employee(s) or appointed/elected official(s)?

Yes

No (If Yes, please note that RTC full-time employee(s) or appointed/elected official(s) may not perform any work on professional service contracts or other contracts which are not subject to competitive bid.)

2. Do any individual members, partners, owners or principals have a spouse, registered domestic partner, child, parent, in-law, brother/sister, half-brother/half-sister, grandchild, grandparent, related to a RTC full-time employee(s) or appointed/elected official(s)?

Yes

No (If Yes, please complete the Disclosure of Relationship form on Page 2. If No, please print N/A on Page 2.

I certify under penalty of perjury, that all of the information provided herein is current, complete, and accurate. I also understand that the Board will not take action on contract approvals, land sales, leases or exchanges, etc. without the completed disclosure form.

Signature

Print Name

Title Date