request for proposals (rfp) internal audit services to · pdf filever. 02/17/2017 request for...

Ver. 02/17/2017

Request for Proposals (RFP)

Internal Audit Services

To be submitted to:

Alameda Corridor Transportation Authority 3760 Kilroy Airport Way, Suite 200

Long Beach, CA 90806

(562) 247-7777

February 21, 2017

Internal Audit Services Request for Proposals

Key RFP Dates

Issued: February 21, 2017

Pre-Proposal Conference: None

Written Questions Received: February 28, 2017

Response to Questions Issued: March 7, 2017

Proposals Due: March 14, 2017

Interview Date (if necessary): March 21, 2017


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TABLE OF CONTENTS

PAGE

NOTICE OF REQUEST FOR PROPOSALS .................................................................................... ii SECTION I INSTRUCTIONS TO PROPOSERS ................................................................ 1

A. PRE-PROPOSAL CONFERENCE ..................................................... 1 B. EXAMINATION OF PROPOSAL DOCUMENTS ................................ 1 C. ADDENDA ........................................................................................... 1 D. INQUIRIES .......................................................................................... 1 E. SUBMISSION OF PROPOSALS ........................................................ 1 F. PRE-CONTRACTUAL EXPENSES .................................................... 2 G. JOINT OFFERS .................................................................................. 2 H TAXES ................................................................................................ 2 I. CONTRACT TYPE .............................................................................. 2 J. CONTRACT TASK ORDERS ............................................................. 3 K. CONTRACT TERM ............................................................................. 3 L. PROPOSED AGREEMENT ................................................................ 3 M. PUBLIC RECORDS ACT .................................................................... 3 N. ACTA RIGHTS .................................................................................... 3 O. COMMUNICATION WITH ACTA ........................................................ 4 P. EX PARTE COMMUNICATIONS........................................................ 4 Q. QUALIFICATIONS OF FIRMS ............................................................ 4 R. SMALL BUSINESS ENTERPRISE PROGRAM ................................. 4

SECTION II PROPOSAL CONTENT ................................................................................... 5 A. PROPOSAL FORMAT AND CONTENT ............................................. 5

SECTION III EVALUATION AND AWARD ........................................................................... 8

A. EVALUATION CRITERIA ................................................................... 8 B. EVALUATION PROCEDURE ............................................................. 8 C. AWARD ............................................................................................... 8 D. NOTIFICATION OF AWARD .............................................................. 8

EXHIBIT A SCOPE OF WORK .......................................................................................... 9 EXHIBIT B COST AND PRICE FORM ............................................................................. 13 EXHIBIT C PROPOSED AGREEMENT ........................................................................... 15


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SUBJECT: NOTICE OF REQUEST FOR PROPOSALS

INTERNAL AUDIT SERVICES Gentlemen/Ladies: The Alameda Corridor Transportation Authority invites proposals from qualified consultants to provide auditing services to perform indirect cost audits under FAR; incurred expense audits; revenue audits; and general audit assistance on a time and material basis. Proposals must be submitted at or before 2:00 p.m. on Tuesday, March 14, 2017. Proposals delivered in person, delivered using the U.S. Postal Service or by other means, such as overnight express, shall be submitted to the following:


Long Beach, California 90806 Attention: Ms. April See

Proposals and amendments to proposals received after the date and time specified above will be rejected by ACTA as nonresponsive and returned to the Proposer unopened. Interested parties may view, download, and print the Request For Proposal (“RFP”) in its entirety and may register on ACTA’s website at www.acta.org. A pre-proposal conference will not be held for this procurement. ACTA is issuing this RFP in order to retain several qualified firms to perform these specialized services. The services will be allocated between the selected firms as deemed appropriate by ACTA. Firms selected pursuant to this RFP will be required to comply with all applicable equal opportunity laws and regulations. Interviews, if necessary, will be scheduled for Tuesday, March 21, 2017. Please make every effort to keep this date open. Sincerely, Alameda Corridor Transportation Authority April See Financial Systems Manager


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SECTION I. INSTRUCTIONS TO PROPOSERS A. PRE-PROPOSAL CONFERENCE A pre-proposal conference will not be held for this procurement. B. EXAMINATION OF PROPOSAL DOCUMENTS

Proposers shall be solely responsible for examining the RFP Documents, including any Addenda issued during the proposal period, and for informing itself with respect to any and all conditions which may in any way affect the amount or nature of the proposal, or the performance of the Services in the event a Proposer is selected. By submitting a proposal, a Proposer represents that it has thoroughly examined and become familiar with the work required under the RFP and that it is capable of performing quality work to achieve ACTA’s objectives. In the event of any inconsistency in the RFP and the Agreement, the provision more favorable to ACTA shall control.

C. ADDENDA Any ACTA changes to this RFP will be made by written addendum. The addenda will be

posted to ACTA’s website for any potential Proposer to view. Each Proposer that has registered with valid e-mail contact information will be notified, as well.

D. INQUIRIES

Inquiries concerning the RFP must be submitted to the following e-mail address: [email protected] .

All pertinent questions and responses will be posted to ACTA’s website for viewing by all potential Proposers. Communications with ACTA are discussed in Sections O. (Communication with ACTA) and P. (Ex Parte Communications). Please refer to those sections for further information.

E. SUBMISSION OF PROPOSALS

It is the Proposer’s sole responsibility to see that its proposal is received as stipulated below.

1. Date and Time Proposals must be submitted at or before 2:00 p.m. on Tuesday,

March 14, 2017. Proposals received after the above-specified date and time shall be considered

nonresponsive and will be returned to the Proposer unopened.


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2. Address Proposals delivered in person, using the U.S. Postal Services, or other means,

such as overnight delivery shall be addressed as follows:


Long Beach, California 90806 Attention: Ms. April See

3. Identification of Proposals

Proposers shall submit five (5) copies of the proposal in a sealed package,

addressed as shown above, bearing the Proposer’s name and address and clearly marked as follows:

“RFP: GENERAL AUDITING SERVICES”

4. Acceptance of Proposals

a. ACTA reserves the right to accept or reject any and all proposals, or any

item or part thereof, or to waive any informalities or irregularities in proposals.

b. ACTA reserves the right to withdraw this RFP at any time without prior

notice and ACTA makes no representations that any contract will be awarded to any Proposer responding to this RFP.

F. PRE-CONTRACTUAL EXPENSES ACTA shall not, in any event, be liable for any pre-contractual expenses incurred by

Proposer in the preparation of its proposal. Proposer shall not include any such expenses as part of its proposal.

G. JOINT OFFERS Where two or more Proposers desire to submit a single proposal in response to this RFP,

they should do so on a prime-subcontractor basis rather than as a joint venture. ACTA intends to contract with individual firms and not with multiple firms doing business as a joint venture.

H. TAXES Proposers’ proposals are subject to State and Local sales taxes. However, ACTA is

exempt from the payment of Federal Excise and Transportation Taxes. I. CONTRACT TYPE It is anticipated that any Agreements resulting from this solicitation, if awarded, will be

time-and-expense contracts specifying a fully burdened hourly rate for each proposed person who will provide services under the Agreement along with a listing of all expenses to be charged.


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J. CONTRACT TASK ORDERS This RFP is issued to place several selected firms on an on-call list. Work will be

allocated to the selected firms as deemed appropriate by ACTA. Contract Task Orders (“CTOs”) will be issued which will specifically define the Scope of Work, the total cost of the CTO to be paid to the firm, and any other information, which may be needed to perform the services. ACTA does not guarantee that any or all of the on-call firms will be selected for assignments.

K. CONTRACT TERM It is anticipated that any Agreements resulting from this solicitation, if awarded, will be

one (1) initial three-year contract term from July 1, 2017 through June 30, 2020. ACTA, at its sole discretion, will have the option to extend the term of any Agreements for one (1) three (3) year period.

L. PROPOSED AGREEMENT The successful Proposer(s) will be subject to the provisions contained in the Proposed

Draft Agreement No. CXXXX included in the RFP as Exhibit C, except changes which may be made to reflect the terms of the successful Proposer(s)’ proposals. The final Agreements shall also incorporate other pertinent terms and conditions set forth in the RFP.

Potential Proposers’ attention is directed particularly to Agreement Article 9, which

specifies the minimum insurance requirements that must be met by the Successful Proposer(s). Failure to state that a Proposer is in compliance with the minimum insurance requirements may cause a proposal to be deemed non-responsive.

M. PUBLIC RECORDS ACT

Responses to this RFP become the exclusive property of ACTA. In accordance with ACTA's policies and procedures, and at such time as a recommendation of award to an Proposer is made to the ACTA Governing Board, all Proposals submitted in response to this RFP become a matter of public record and shall be regarded as public records. Said information shall be subject to the provisions of the California Public Records Act (Government Code Sections 6250 et seq.). ACTA's use and disclosure of its records are governed by this Act.

N. ACTA RIGHTS

ACTA may investigate the qualifications of any Proposer under consideration, including financial capacity or capability, require confirmation of information furnished by a Proposer, and require additional evidence of qualifications to perform the Services described in this RFP. ACTA reserves the right to:

1. Reject any or all of the proposals;

2. Issue subsequent Requests For Proposals;

3. Cancel the entire Request For Proposals;

4. Remedy technical errors in the Request For Proposals process;

5. Appoint evaluation committees to review proposals;


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6. Seek the assistance of outside technical experts in Proposal evaluation;

7. Approve or disapprove the use of particular subcontractors;

8. Establish a short list of Proposers eligible for discussions, if necessary, after review of written proposals;

9. Negotiate, if necessary, with any, all, or none of the Proposers;

10. Solicit best and final offers, if necessary, from all or some of the Proposers;

11. Award a contract to one or more Proposers;

12. Award a contract to a Proposer without the lowest offer;

13. Waive informalities and irregularities in proposals; and/or

14. Independently score or re-score each of the Proposers’ qualifications, experience and/or cost, consistent with the Procurement.

This RFP does not commit ACTA to enter into a contract, nor does it obligate ACTA to pay for any costs incurred in preparation and submission of proposals or in anticipation of a contract.

O. COMMUNICATION WITH ACTA

All communications regarding this RFP between potential Proposers and the staff of ACTA and consultants engaged by ACTA shall be done through ACTA’s website, with the communication addressed to [email protected]. P. EX PARTE COMMUNICATIONS During the RFP process (commencing February 21, 2017, until award of the Contract or cancellation of this RFP), no Proposer shall have any ex parte communications regarding the RFP Documents with any member of ACTA’s staff, its Governing Board, or any of its contractors or consultants involved in the procurement, except for communications expressly permitted by the RFP Documents or resulting from on-going audit support.

Q. QUALIFICATIONS OF FIRMS

ACTA reserves the right to investigate the qualifications of all firms under consideration and to confirm any part of the information furnished by a Proposer, or to require other evidence of managerial, financial or other capabilities, which are considered necessary for the successful performance of the Agreement. R. SMALL BUSINESS ENTERPRISE PROGRAM There is no contract-specific SBE participation goal for this audit services procurement. In keeping with ACTA’s Small Business Enterprise (SBE) program, Proposers are encouraged, where possible, to consider subcontracting a portion of the proposed activity to a certified SBE entity. Certification may be through any State or local agency certification/registration process. Any Proposer who is a certified SBE entity should so state in the proposal, providing written authentication of the Proposer’s certification. In addition, ACTA’s Governing Board has established SBE goals of 25% of all agreements and/or 25% of all agreement values.

(END OF INSTRUCTIONS TO PROPOSERS)


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SECTION II. PROPOSAL CONTENT

A. PROPOSAL FORMAT AND CONTENT

1. Presentation Proposals should not exceed ten (10) pages in length, excluding any appendices.

Lengthy narrative is discouraged and presentations should be brief and concise. 2. Letter of Transmittal The Letter of Transmittal shall be addressed to Ms. April See, ACTA’s Financial

Systems Manager, and must, at a minimum, contain the following:

a. Identification of Proposer, including name, address and telephone number.

b. Proposed working relationship between Proposer and subcontractors, if applicable.

c. Acknowledgment of receipt of all RFP addenda, if any.

d. Name, title, address and telephone number of contact person during period of proposal evaluation.

e. A statement to the effect that the proposal shall remain valid for a period of not less than 90 days from the date of submittal.

f. Signature of a person authorized to bind Proposer to the terms of the proposal.

3. Technical Proposal a. Qualifications, Related Experience and References of Proposer This section of the proposal should establish the ability of Proposer to

satisfactorily perform the required work by reasons of: experience in performing work of a similar nature; demonstrated competence in the services to be provided; strength and stability of the firm; staffing capability; work load; record of meeting schedules on similar projects; and supportive client references.

Proposer shall:

(1) Provide a brief profile of the firm, including the types of services

offered; the year founded; form of the organization (corporation, partnership, sole proprietorship); number, size and location of offices; and number of employees.

(2) Provide a general description of the firm’s financial condition and

identify any conditions (e.g., bankruptcy, pending litigation, planned office closures, impending merger) that may impede Proposer’s ability to complete the project.


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(3) Describe the firm’s experience in performing work of a similar nature to that solicited in this RFP, and highlight the participation in such work by the key personnel proposed for assignment to this project.

(4) Identify subcontractors by company name, address, contact

person, telephone number and project function. Describe Proposer’s experience working with each subcontractor.

(5) Provide as a minimum three (3) references for the projects cited

as related experience, and furnish the name, title, address and telephone number of the person(s) at the client organization who is most knowledgeable about the work performed. Proposer may also supply references from other work not cited in this section as related experience.

b. Proposed Staffing and Project Organization This section of the proposal should establish the method which will be

used by the Proposer to manage the Scope of Work as well as identify key personnel assigned to the Scope of Work.

Proposer shall:

(1) Provide education, experience, and applicable professional

credentials of project staff.

(2) Furnish brief resumes (not more than one [1] page each) for the proposed Project Manager and other key personnel.

(3) Identify key personnel proposed to perform the work in the

specified tasks and include major areas of subcontract work.

(4) Include a project organization chart which clearly delineates communication/reporting relationships among the project staff.

(5) Include a statement that key personnel will be available to the

extent proposed for the duration of the project acknowledging that no person designated as "key" to the project shall be removed or replaced without the prior written concurrence of the ACTA.

c. Work Plan Proposer shall provide a narrative which addresses the Scope of Work

and shows Proposer’s understanding of ACTA's needs and requirements.

Proposer shall:

(1) Describe the approach to completing the tasks specified in the Scope of Work.

(2) Illustrate ability to meet response times and schedules.


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(3) Include a statement indicating ability to begin work with minimum notice.

Proposer may also propose procedural or technical

enhancements/innovations to the Scope of Work which do not materially deviate from the objectives or required content of the Scope of Work.

4. Cost and Price Proposal

The Proposer shall complete the “Price Summary Sheet” included as Exhibit B with the RFP. Proposers shall list hourly labor rates to be used in pricing the work required by ACTA described in Exhibit A, Scope of Work. These labor rates are to be quoted on a fully-burdened basis, incorporating direct labor costs, indirect cost, and profit. Also, Proposer shall specify all expenses to be charged.

5. Appendices Information considered by Proposer to be pertinent to this project and which has

not been specifically solicited in any of the aforementioned sections may be placed in a separate appendix section as additional information. Proposers are cautioned, however, that this does not constitute an invitation to submit large amounts of extraneous materials. Appendices should be relevant and brief.

(END OF PROPOSAL CONTENTS)


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SECTION III. EVALUATION AND AWARD

A. EVALUATION CRITERIA

ACTA will evaluate the proposals received based on the following criteria and scoring:

1. Qualifications of the Firm – maximum score-25

2. Staffing and Project Organization – maximum score-30

3. Work Plan – maximum score-20

4. Cost and Price – maximum score-10

5. Completeness of Response – maximum score-15

B. EVALUATION PROCEDURE

All proposals received as specified will be evaluated by an Evaluation Committee

comprised of ACTA staff and may include audit personnel from other public agencies, and one or more independent field specialists, in accordance with the above criteria. During the evaluation period, ACTA may interview some or all of the proposing firms.

ACTA has selected March 21, 2017 to conduct interviews. All prospective Proposers are

asked to keep this date available. Proposers should be aware that award may be made without interviews or further discussion.

C. AWARD

ACTA may negotiate contract terms with the selected Proposer(s) prior to award, and

expressly reserves the right to negotiate with several Proposers simultaneously and, thereafter, to award a contract to the Proposer(s) offering the most favorable terms to ACTA.

ACTA reserves the right to award its total requirements to one Proposer or to apportion

those requirements among several Proposers as ACTA may deem to be in its best interest. In addition, negotiations may or may not be conducted with Proposers; therefore, the proposal submitted should contain Proposer's most favorable terms and conditions, since the selection and award may be made without discussion by ACTA with any Proposer.

Prior to award of contract, the selected firm may be required to submit to a pre-award

audit of their financial records to confirm claims of financial stability and ascertain the capacity of the firm’s accounting and time keeping systems responsibilities for administering the Agreement.

D. NOTIFICATION OF AWARD

Proposers who submit a proposal in response to this RFP shall be notified in writing

regarding the firm(s) who will be recommended to the ACTA Governing Board for award of a contract.

(END OF EVALUATION AND AWARD)


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EXHIBIT A

SCOPE OF WORK


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SCOPE OF WORK

INTERNAL AUDIT SERVICES BACKGROUND The Alameda Corridor Transportation Authority (“ACTA”) was established on August 31, 1989 through a Joint Exercise of Powers Agreement (JPA) between the City of Long Beach and the City of Los Angeles. ACTA was created primarily for the purpose of acquiring, constructing, financing and operating a dedicated freight corridor from the Ports of Los Angeles and Long Beach to the transcontinental rail network in downtown Los Angeles.

ACTA has an independent Governing Board has seven members, comprised of two members each from the Ports of Los Angeles and Long Beach, one member each from the cities of Los Angeles and Long Beach and one member representing the Los Angeles County Metropolitan Transportation Authority (LACMTA). The members of ACTA’s Governing Board as of December 31, 2016 were:

Chairperson – Honorable Joseph Buscaino, City of Los Angeles Councilman Vice Chairperson - Honorable Suzie Price, City of Long Beach Councilwoman Member – Honorable Janice Hahn, Supervisor, County of Los Angeles Member – Mr. Rich Dines, Commissioner, Port of Long Beach. Member – Mr. Ed Renwick, Commissioner, Port of Los Angeles Member – Mr. Gene Seroka, Executive Director, Port of Los Angeles Member – Mr. Duane Kenagy, Interim Chief Executive, Port of Long Beach

The original Alameda Corridor Project was substantially complete in April 2002 when revenue operations on the Corridor began. ACTA is now focused on revenue collections from its two primary customers, the Union Pacific Railroad and Burlington Northern Santa Fe Railroad, and repayment of the bonds which were issued in order to pay for the construction of the original project. ACTA is also responsible for the maintenance-of-way activities on the Corridor.

ACTA is currently working with Caltrans on the State Route 47 (SR-47) project, which will enhance local goods movement.

More detailed information about ACTA and can be found on ACTA’s website www.acta.org. OBJECTIVES The general auditing services will serve to provide ACTA with independent audit services that will endeavor to increase the operational efficiency and effectiveness of ACTA as an agency and its contracts. CONTRACT TASK ORDERS ACTA will issue Contract Task Orders for specific work assigned to the selected firm(s).


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PROJECT MANAGEMENT ACTA will define the scope of financial and operational audits the firms will be requested to perform. ACTA staff may determine that certain audits will be awarded to firms based on the results of a Request for Proposal. The firms selected to be on-call will not be selected to perform all audits, nor are the firms selected to be on-call guaranteed any minimum amount of work. ACTA’s CFO will be ACTA's main contact with each firm regarding the scope and performance of the audits. SCOPE OF WORK The following areas are intended to be guidelines as to the type of assignments which may be referred to outside consultants to provide auditing assistance to ACTA. Financial/Compliance Audits

Financial/Compliance Audits include an evaluation as to the adequacy of the internal controls, adherence to vendor contract provisions and accuracy of the data presented. These audits may be of specific accounts, grants, and sub-recipients of ACTA funds or vendors providing goods or services to ACTA. These audits may be indirect cost audits to determine whether the costs are in compliance with FAR.

Operational Audits

Operational audits are reviews of any part of the organization's operating procedures and methods for the purpose of evaluating the efficiency, effectiveness, and economy of the subject audit area. These audits can include an evaluation of revenues, procurements, or any other area in the organization.

General Administrative Assistance

General assistance may be assisting ACTA in miscellaneous audit or investigation efforts undertaken by ACTA.

ACTA staff will prioritize the assignment of the audits to the firms selected. The audits shall be conducted in accordance with Generally Accepted Governmental Auditing Standards. These standards are outlined in Government Auditing Standards - Standards for Audits of Governmental Organizations, Programs, Activities, and Functions issued by the Controller General of the United States. If conditions are discovered which lead to the belief that material errors, defalcations, or other irregularities may exist, or if any other circumstances are encountered that require extended services, the firm will promptly notify ACTA’s Chief Financial Officer and ACTA’s legal co-counsel. which is provided by the Ports of Long Beach and Los Angeles. No extended services will be performed unless they are authorized in the contractual agreement, in an amendment to the agreement, or in a Contract Task Order.


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REQUIREMENTS The firm will review operations in areas defined by ACTA staff. Most assignments will include:

Familiarization with the physical operations and the basic objectives of the area to be audited.

Review of the means of management control used in the operation to achieve the objective of the unit.

Appraisal and evaluation of the adequacy and effectiveness of the management controls. Reporting of the positive and negative findings with appropriate recommendations, if

applicable, for improvements. Familiarization with FAR and CAS.

An audit report must be issued for each assigned scope-defined audit. The contents of the audit will vary depending on the kinds of problems disclosed and the nature of the audit. Each audit report will contain, as a minimum, these elements:

The objective and scope of the engagement. A management summary of the results of the audit. The general procedures utilized on the audit. The specific findings, with adequate descriptions of the weaknesses identified. Comments from the auditee regarding the findings. The appropriate and reasonable recommendations to correct the identified weaknesses.

Under no circumstances are Consultant’s findings, suggestions, changes or recommendations to be discussed with the auditee without the prior consent of ACTA management.

(END OF SCOPE OF WORK)


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EXHIBIT B

COST AND PRICE FORM


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PRICE SUMMARY SHEET REQUEST FOR PROPOSALS (RFP)

a. Specify fully-burdened hourly rates (including all overhead costs, general

administration expenses and profit) for each employee who will provide specialized auditing services:

HOURLY NAME FUNCTION RATE _________________ __________________ $____________ _________________ __________________ $____________ _________________ __________________ $____________ _________________ __________________ $____________ _________________ __________________ $____________ _________________ __________________ $____________ _________________ __________________ $____________ b. Specify other direct costs required to provide specialized auditing services. Description RATE ________________________________________ $___________ ________________________________________ $___________ ________________________________________ $___________ ________________________________________ $___________ ____________________________________________ $____________ ____________________________________________ $____________ ____________________________________________ $____________ c. Specify any annual percentage increase to the fully-burdened hourly rate for the

three-year optional term. Option Term ________________________ ____________________


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EXHIBIT C

PROPOSED AGREEMENT

Draft

Page 1 of 14

AGREEMENT NO. C0XXX

BETWEEN

ALAMEDA CORRIDOR TRANSPORTATION AUTHORITY

AND

(CONSULTANT)

THIS AGREEMENT is between the Alameda Corridor Transportation Authority, 3760

Kilroy airport Way, Suite 200, Long Beach, CA 90806, a joint powers authority, (hereinafter

referred to as "ACTA"), and _________________________, (hereinafter referred to as

"CONSULTANT").

WITNESSETH:

WHEREAS, ACTA requires technical assistance from CONSULTANT to provide general

auditing services; and

WHEREAS, said work cannot be performed by the regular employees of ACTA; and

WHEREAS, CONSULTANT has represented that it has the requisite personnel and

experience, and is capable of performing such services; and

WHEREAS, CONSULTANT wishes to perform these services;

NOW, THEREFORE, it is mutually understood and agreed by ACTA and CONSULTANT

as follows:

ARTICLE 1. COMPLETE AGREEMENT

This Agreement, including all exhibits incorporated herein and made applicable by

reference, constitutes the complete and exclusive statement of the terms and conditions of the

agreement between ACTA and CONSULTANT and it supersedes all prior representations,

understandings and communications. The invalidity in whole or in part of any term or condition

of this Agreement shall not affect the validity of other terms or conditions. ACTA's failure to

insist in any one or more instances upon CONSULTANT's performance of any term(s) or

condition(s) of this Agreement shall not be construed as a waiver or relinquishment of ACTA's

Draft AGREEMENT NO. C0XXX

Page 2 of 14

right to such performance or to future performance of such term(s) or conditions(s) and

CONSULTANT's obligation in respect thereto shall continue in full force and effect. Changes

hereto shall not be binding upon the parties except by written amendment to the Agreement

issued in accordance with Article 10 hereof.

ARTICLE 2. ACTA DESIGNEE

The Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) of ACTA shall

have the authority to act for and exercise any of the rights of ACTA as set forth in this

Agreement subsequent to, and in accordance with, the authorization granted by ACTA's

Governing Board.

ARTICLE 3. SCOPE OF WORK

A. CONSULTANT shall perform the work necessary to complete, in a manner

satisfactory to ACTA, the services set forth in Exhibit A, attached to and, by this reference,

incorporated in and made a part of this Agreement, and as specified in the Contract Task

Orders ("CTOs") issued to CONSULTANT pursuant to Article 5. All services shall be provided

at the times and places designated by ACTA.

B. CONSULTANT shall provide the personnel listed below to perform the above-

specified services, which persons are hereby designated as key personnel under this

Agreement.

Names Functions

_________________________ _______________________

_________________________ _______________________

_________________________ _______________________

_________________________ _______________________

C. No person named in paragraph B of this Article, or his or her successor

subsequently approved by ACTA’s CEO or CFO, shall be removed or replaced by


Page 3 of 14

CONSULTANT, nor shall his or her agreed-upon function hereunder be changed, without the

prior written consent of ACTA’s CEO or CFO.

ARTICLE 4. TERM OF AGREEMENT

A. This Agreement shall commence as of the date of ACTA’s signature below and

shall continue in full force and effect for a period of three (3) years (“Initial Term”), unless earlier

terminated or extended as provided elsewhere in this Agreement.

B. ACTA’s Governing Board may elect to extend the term of this Agreement, by

written amendment, for an additional thirty-six (36) months, commencing at the end of the Initial

Term and continuing for thirty-six (36) months and thereupon require CONSULTANT to continue

to provide services, and otherwise perform, in accordance with Exhibit A and at the rates set

forth in Article 5, "Payment."

C. ACTA's election to extend this Agreement beyond the Initial Term shall not

diminish its right to terminate the Agreement for ACTA's convenience or CONSULTANT's

default as provided elsewhere in this Agreement. The "maximum term" of this Agreement shall

be the period extending for six (6) years from the effective date of the Agreement.

ARTICLE 5. CONTRACT TASK ORDERS AND PAYMENT

Contract Task Orders (CTO)

This Agreement is issued to place CONSULTANT on an on-call list of firms available to

ACTA to perform consulting services ("ON-CALL FIRMS"). As the need for consulting services

arises during the term of this Agreement, CTOs may be issued to CONSULTANT at ACTA's

sole discretion. Each CTO will define a specific Scope of Work, the maximum cost to be paid to

CONSULTANT for the Scope of Work, and any other information which may be needed to

perform the services. ACTA does not guarantee that CONSULTANT will receive any

assignment during the term of the Agreement, nor that CONSULTANT will receive an equal

number of assignments compared to other ON-CALL FIRMS. Exhibit A to this Agreement shall

be deemed to be the initial CTO (CTO No. 1) to this Agreement.


Page 4 of 14

Payment

A. For CONSULTANT's full and complete performance of its obligations under this

Agreement, ACTA shall pay CONSULTANT on a time and expense basis in accordance with

the provisions of this Article and subject to the maximum cumulative payment obligation

specified in Article 6 of this Agreement.

B. For each full hour of labor satisfactorily performed by CONSULTANT's personnel

under this Agreement, ACTA shall pay CONSULTANT at the hourly labor rates specified in

Exhibit B entitled "Schedule of Fees," which is attached to and, by this reference, incorporated

in and made a part of this Agreement. These rates shall remain fixed for the Initial Term of this

Agreement and for the optional 3 year extended term, and are acknowledged to include

CONSULTANT's direct labor costs, indirect costs and profit. Furthermore, ACTA shall

reimburse CONSULTANT for the exact amount of the expenses shown in Exhibit B which are

directly incurred by its personnel in the performance of work under this Agreement.

C. CONSULTANT may request payment by invoicing in duplicate to ACTA's

Accounts Payable office. Each invoice shall be accompanied by a progress report specifying

the work which has been performed. ACTA shall remit payment within thirty (30) calendar days

of the receipt and approval of each invoice. Each invoice shall include the following information:

1. Agreement No. C0XXX;

2. Work and CTO number for which payment is being requested;

3. Labor (staff name, hours charged, hourly billing rate, current charges and

cumulative charges) performed during the billing period;

4. Itemized expenses incurred during the billing period;

5. Total invoice;

6. Such other information as requested by ACTA; and

7. The invoice shall be signed by an authorized person within the firm and such

signature shall be preceded by the following statement: “I certify that this invoice


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is true and just, that payment of this invoice has not been received and that none

of the items contained in the invoice have been submitted to any other agency.”

ARTICLE 6. MAXIMUM OBLIGATION

Notwithstanding any provisions of this Agreement to the contrary, ACTA and

CONSULTANT mutually agree that ACTA's maximum payable amount under this Agreement

(including obligation for profit), shall be ________________________ Dollars ($___________),

which shall include all amounts payable to CONSULTANT for subcontracts, leases, materials

and costs arising from, or due to termination of, this Agreement. Furthermore, each issued

CTO shall show ACTA's maximum payment obligation for that CTO.

ARTICLE 7. NOTICES

All notices hereunder and communications regarding the interpretation of the terms of

this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by

depositing said notices in the U.S. mail, registered or certified mail, return receipt requested,

postage prepaid and addressed as follows:

To CONSULTANT: To ACTA:

______________________ Alameda Corridor Transportation Authority

______________________ 3760 Kilroy Airport Way, Suite 200

______________________ Long Beach, California 90806

ATTN:_________________ ATTN: Chief Financial Officer

PH: ___________________ PH: 562-247-7777

ARTICLE 8. INDEPENDENT CONTRACTOR

CONSULTANT's relationship to ACTA in the performance of this Agreement is that of an

independent contractor. CONSULTANT's personnel performing services under this Agreement

shall at all times be under CONSULTANT's exclusive direction and control and shall be


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employees of CONSULTANT and not employees of ACTA. CONSULTANT shall pay all wages,

salaries and other amounts due its employees in connection with this Agreement and shall be

responsible for all reports and obligations respecting them, such as social security, income tax

withholding, unemployment compensation, workers' compensation and similar matters.

ARTICLE 9. INSURANCE

A. Prior to the effective date of the Agreement and throughout the duration of the

Agreement, CONSULTANT will maintain insurance in conformance with the requirements set

forth below. CONSULTANT will use existing coverage to comply with these requirements. If that

existing coverage does not meet the requirements set forth herein, CONSULTANT agrees to

amend, supplement or endorse the existing coverage to do so. CONSULTANT acknowledges

that the insurance coverage and policy limits set forth in this section constitute the minimum

amount of coverage required. Any insurance proceeds available to ACTA in excess of the limits

and coverage required in this agreement and which is applicable to a given loss, shall be

available to ACTA.

CONSULTANT shall provide the following types and amounts of insurance:

1. Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence.

2. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If CONSULTANT owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If CONSULTANT or CONSULTANT’s employees will use personal autos in any way on this project, CONSULTANT shall obtain evidence of personal auto liability coverage for each such person.

3. Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease.

4. Errors and Omissions Insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant and “Covered


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Professional Services” as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $2,000,000 per claim and in the aggregate. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer’s duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement.

B. CONSULTANT and ACTA agree to the following general conditions pertaining to provision of insurance coverage by CONSULTANT:

1. CONSULTANT agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds ACTA, its officials, employees and agents, using standard ISO endorsement No. CG 2010.

2. No liability insurance coverage provided to comply with this Agreement shall prohibit CONSULTANT, or CONSULTANT’s employees, or agents, from waiving the right of subrogation prior to a loss. CONSULTANT agrees to waive subrogation rights against ACTA regardless of the applicability of any insurance proceeds, and to require any subcontractors to do likewise.

3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to ACTA or its operations limits the application of such insurance coverage.

4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to ACTA and approved by ACTA in writing.

5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor.

6. All coverage types and limits required are subject to approval, modification and additional requirements by ACTA, as the need arises. CONSULTANT shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect ACTA’s protection without ACTA’s prior written consent.

7. If requested, CONSULTANT shall submit copies of policies showing ACTA as additional insured. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, ACTA has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by ACTA shall be charged to and promptly paid by CONSULTANT or deducted from sums due CONSULTANT, at ACTA’s option.

8. CONSULTANT agrees to provide 30 days notice to ACTA of any cancellation of coverage.

9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by CONSULTANT or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to ACTA.


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10. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section.

11. CONSULTANT agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any subcontractor or other entity or person in any way involved in the performance of work on the project contemplated by this Agreement to self-insure its obligations to ACTA. If CONSULTANT’s existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to ACTA. At that time ACTA shall review options with the CONSULTANT, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions.

12. ACTA reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, ACTA may provide additional compensation proportional to the increased benefit to ACTA through an amendment to this Agreement.

13. CONSULTANT acknowledges and agrees that any actual or alleged failure on the part of ACTA to inform CONSULTANT of non-compliance with any insurance requirement in no way imposes any additional obligations on ACTA nor does it waive any rights hereunder in this or any other regard.

14. CONSULTANT shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from CONSULTANT’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to ACTA within five days of the expiration of the coverage.

15. The provisions of any workers’ compensation or similar act will not limit the obligations of CONSULTANT under this agreement. CONSULTANT expressly agrees not to use any statutory immunity defenses under such laws with respect to ACTA, its employees, officials and agents.

16. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.

17. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such.

18. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section.

19. CONSULTANT agrees to provide immediate notice to ACTA of any claim or loss against


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CONSULTANT arising out of the work performed under this agreement. ACTA assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve ACTA.

20. Insurance procured pursuant to the requirements in Article 9 A. shall be written by insurers that are admitted in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VI.

ARTICLE 10. CHANGES

CONSULTANT shall promptly notify ACTA of any changes that impact the Scope of

Work as outlined in Exhibit A or compensation as referenced in Article 6. Any changes to this

Agreement must be by written amendment and approved by ACTA’s Governing Board.

Changes to CTO’s regarding specific work items that do not impact the Scope of Work or

compensation amount can be issued without ACTA’s Governing Board’s approval. Any work

completed by CONSULTANT outside of the scope of this Agreement, without an executed

amendment, is done at CONSULTANT’s risk.

ARTICLE 11. DISPUTES

This Agreement shall be governed by and construed in accordance with the laws of the

State of California, without reference to the conflicts of law, rules and principles of such State.

The parties agree that all actions or proceedings arising in connection with this Agreement shall

be tried and litigated exclusively in the State or Federal courts located in the County of Los

Angeles, State of California, in the judicial district required by court rules.

ARTICLE 12. TERMINATION

A. ACTA may terminate this Agreement for its convenience any time, in whole or

part, by giving CONSULTANT written notice thereof. Upon said notice, ACTA shall pay

CONSULTANT its allowable costs incurred to date of termination and those allowable costs

determined by ACTA to be reasonably necessary to effect such termination. Thereafter,

CONSULTANT shall have no further claims against ACTA under this Agreement.

B. ACTA may terminate this Agreement for CONSULTANT's default if a federal or

state proceeding for the relief of debtors is undertaken by or against CONSULTANT, or if


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CONSULTANT makes an assignment for the benefit of creditors, or if CONSULTANT breaches

any term(s) or violates any provision(s) of this Agreement and does not cure such breach or

violation within ten (10) days after written notice thereof by ACTA. CONSULTANT shall be

liable for any and all reasonable costs incurred by ACTA as a result of such default, including

but not limited to reprocurement costs of the same or similar services defaulted by

CONSULTANT under this Agreement.

ARTICLE 13. INDEMNIFICATION

To the full extent permitted by law CONSULTANT shall indemnify, defend and hold

harmless ACTA, its officers, directors, employees and agents from and against any and all

liability (including liability for claims, suits, actions, arbitration proceedings, administrative

proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual,

alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs,

and expert witness fees) for any loss or damages, bodily injuries, including death, damage to or

loss of use of property in any way attributable to, in whole or in part, the performance of this

Agreement by CONSULTANT, or by any individual or entity for which CONSULTANT is legally

liable, including but not limited to its officers, directors, employees, agents, subcontractors or

suppliers in connection with or arising out of the performance of this Agreement.

ARTICLE 14. ASSIGNMENTS AND SUBCONTRACTING

Neither this Agreement nor any interest herein nor claim hereunder may be assigned by

CONSULTANT either voluntarily or by operation of law, nor may all or any part of this

Agreement be subcontracted by CONSULTANT, without the prior express written consent of

ACTA in its sole discretion. Consent by ACTA shall not be deemed to relieve CONSULTANT of

its obligations to comply fully with all terms and conditions of this Agreement. CONSULTANT

agrees that upon request, all agreements with subcontractors and others engaged in the project

will be submitted to ACTA for review.

ARTICLE 15. AUDIT AND INSPECTION OF RECORDS


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After receipt of reasonable notice and during the regular business hours of

CONSULTANT, CONSULTANT shall provide ACTA, or other agents of ACTA, such access to

CONSULTANT's books, records, payroll documents and facilities as ACTA deems necessary to

examine, audit and inspect all accounting books, records, work data, documents and activities

directly related hereto. CONSULTANT shall maintain such books, records, data and documents

in accordance with generally accepted accounting principles and shall clearly identify and make

such items readily accessible to such parties during CONSULTANT's performance hereunder

and for a period of three (3) years from the date of final payment by ACTA hereunder.

ARTICLE 16. FEDERAL, STATE AND LOCAL LAWS

CONSULTANT warrants that in the performance of this Agreement, it shall comply with

all applicable federal, state and local laws, statutes and ordinances and all lawful orders, rules

and regulations promulgated thereunder.

ARTICLE 17. EQUAL EMPLOYMENT OPPORTUNITY

In connection with its performance under this Agreement, CONSULTANT shall not

discriminate against any employee or applicant for employment because of race, religion, color,

sex, age or national origin. CONSULTANT shall take affirmative action to ensure that

applicants are employed, and that employees are treated during their employment, without

regard to their race, religion, color, sex, age or national origin. Such actions shall include, but

not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or

recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and

selection for training, including apprenticeship.

ARTICLE 18. PROHIBITED INTERESTS

CONSULTANT covenants that, for the term of this Agreement, no director, member,

officer or employee of ACTA during his/her tenure in office or for one (1) year thereafter shall

have any interest, direct or indirect, in this Agreement or the proceeds thereof.

ARTICLE 19. OWNERSHIP OF REPORTS AND DOCUMENTS


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For all non-certified audits, the originals of all custom letters, documents, reports and

other products and data produced under this Agreement shall be delivered to, and become the

property of, ACTA. Copies may be made for CONSULTANT's records but shall not be furnished

to others without written authorization from ACTA. Such deliverables shall be deemed works

made for hire and all rights in copyright therein shall be retained by ACTA. All information

derived from these audits is deemed confidential and may not be disclosed to any other party

without the express written consent of ACTA. No information obtained during the audit work

performed under this agreement may be used by CONSULTANT for any purpose (internal or

external) nor may the information be discussed with others without the prior written consent of

ACTA.

ARTICLE 20. PATENT AND COPYRIGHT INFRINGEMENT

A. In lieu of any other warranty by ACTA or CONSULTANT against patent or

copyright infringement, statutory or otherwise, it is agreed that CONSULTANT shall defend at its

expense any claim or suit against ACTA on account of any allegation that any item furnished

under this Agreement or the normal use or sale thereof arising out of the performance of this

Agreement, infringes upon any presently existing U.S. letters patent or copyright and

CONSULTANT shall pay all costs and damages finally awarded in any such suit or claim,

provided that CONSULTANT is promptly notified in writing of the suit or claim and given

authority, information and assistance at CONSULTANT's expense for the defense of same.

However, CONSULTANT will not indemnify ACTA if the suit or claim results from: (1) ACTA's

alteration of a deliverable, such that said deliverable in its altered form infringes upon any

presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination

with other material not provided by CONSULTANT when such use in combination infringes

upon an existing U.S. letters patent or copyright.

B. CONSULTANT shall have sole control of the defense of any such claim or suit

and all negotiations for settlement thereof. CONSULTANT shall not be obligated to indemnify


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ACTA under any settlement made without CONSULTANT's consent or in the event ACTA fails

to cooperate fully in the defense of any suit or claim, provided, however, that said defense shall

be at CONSULTANT's expense. If the use or sale of said item is enjoined as a result of such

suit or claim, CONSULTANT, at no expense to ACTA, shall obtain for ACTA the right to use and

sell said item, or shall substitute an equivalent item acceptable to ACTA and extend this patent

and copyright indemnity thereto.

ARTICLE 21. FORCE MAJEURE

Either party shall be excused from performing its obligations under this Agreement

during the time and to the extent that it is prevented from performing by an unforeseeable cause

beyond its control, including but not limited to: acts of God; commandeering of material,

products, plants or facilities by the federal, state or local government; or a material act of

omission by the other party; when satisfactory evidence of such cause is presented to the other

party, and provided further that such nonperformance is unforeseeable, beyond the control and

is not due to the fault or negligence of the party not performing.


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date written

below each signature.

CONSULTANT ALAMEDA CORRIDOR TRANSPORTATION AUTHORITY

By:

By:

Signature Signature

John T. Doherty, Chief Executive Officer

Name/Title Name/Title

Date:

Date:

APPROVED AS TO FORM: ACTA Co-General Counsel By ____________________________ ACTA Co-General Counsel Date __________________________