USE THIS TEMPLATE FOR A & E related procurements [DATE] REQUEST FOR QUALIFICATIONS (RFQ) < TITLE OF PROJECT> NOTICE IS HEREBY GIVEN that the <CHOOSE ONE AND CHANGE THROUGHOUT> Metropolitan Transportation Commission (MTC), Metropolitan Transportation Commission Service Authority for Freeways and Expressways (MTC SAFE), Bay Area Toll Authority (BATA), Bay Area Headquarters Authority (BAHA), Bay Area Infrastructure Financing Authority (BAIFA), Association of Bay Area Governments (ABAG), (together referred to as “Agencies”), invites your firm to submit a Statement of Qualification (SOQ) for the <above entitled project>. The RFQ documents for this project are available for download on the MTC website at https://mtc.bonfirehub.com/login. Proposers are responsible for checking the website for any Addenda to this RFQ. Responses should be submitted in accordance with the instructions set forth in the RFQ. Interested firms must submit their Proposal by ___ a.m./p.m. on __________, ________, 201__, in accordance with the instructions contained in the instructions contained in the RFQ. Other key RFQ dates are listed in Section V, Consultant Selection Timetable of the RFQ. INCLUDE IF FEDERALLY FUNDED: Any contract entered into as a result of this RFQ will be funded, in whole or in part, with federal funds from _______________. Accordingly, the requirements included in Attachment H, Federally Required Clauses of Appendix D, MTC Standard Consultant Contract, and Appendices F through F-5 to this RFQ shall apply to this procurement. MTC Point of Contact: Insert Contracts Specialist, Contracts Specialist <Insert Agency> Bay Area Metro Center, 375 Beale Street, San Francisco, CA 94105 E-mail: __________@mtc.ca.gov Thank you for your interest. Sincerely, Andrew B. Fremier Executive Director AF: ___

TABLE OF CONTENTS

I. MTC and Project Description	1

A. Description of MTC	1

B. Project Description	2

II. MINIMUM Qualifications	2

A. Minimum Qualifications	2

B. Other Qualifications	2

III. Scope of Work, Period of Performance, and budget	2

A. Scope of Work	2

B. Period of Performance	3

C. Budget	3

IV. PRE-SUBMittaL CONFERENCE AND REQUESTS FOR CLARIFICATION OR EXCEPTIONS	3

V. Consultant Selection Timetable	3

VI. SUBMITTAL OF SOQ	4

VII. Form OF SOQ	5

viii. SOQ Evaluation	9

A. <Delete text and insert ‘Not Used’ if not applicable> Verification of Minimum Qualifications	9

B. Review for General Responsiveness	9

C. Evaluation Panel and Evaluation Criteria	10

D. Proposer Interviews	10

E. Recommendation for Contract Award	11

ix. General Conditions	11

A. Award	11

B. Contract Arrangements	11

C. Selection Disputes	12

D. Public Records	13

E. Key Personnel	15

F. Conflicts Of Interest	15

G. Personally Identifiable Information	15

H. Audit and Review Requirements	15

I. Web-Based Communication	16

J. Prevailing Wage Requirements	16

K. Payment, Sub-Contractor and Prevailing Wage Information	16

L. Cooperative Use	16

M. Disadvantaged Business Enterprise (DBE) Requirement	16

APPENDIX A, SCOPE OF WORK	17

APPENDIX B, Exhibit 10-H2, Cost Proposal	18

APPENDIX B-1, Cost and Price Analysis	22

APPENDIX C, California Levine Act Statement	24

APPENDIX D, STANDARD MTC CONSULTANT CONTRACT	27

APPENDIX D-1, INSURANCE REQUIREMENTS	28

APPENDIX E, IRAN CONTRACTING ACT	32

APPENDIX F, FEDERAL REQUIREMENTS	34

APPENDIX F-1, CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS	38

APPENDIX F-2, CERTIFICATION OF RESTRICTIONS ON LOBBYING	41

APPENDIX F-3, NATIONAL LABOR RELATIONS BOARD CERTIFICATION	42

APPENDIX F-4, Local Agency Consultant DBE Commitment	43

APPENDIX F-5, DBE INFORMATION – GOOD FAITH EFFORTS	45

APPENDIX G, AUDIT AND REVIEW REQUIREMENTS	48

APPENDIX G-1, CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM	58

APPENDIX G-2, e.	AASHTO Internal Control Questionnaire (ICQ)	60

I. MTC and Project Description

A. Description of MTC

<INSERT APPROPRIATE DESCRIPTION AND SUPPLEMENT AS NECESSARY>

MTC was created by the state Legislature in 1970 (California Government Code § 66500 et seq.) to serve as the transportation planning, coordinating and financing agency for the nine-county San Francisco Bay Area.

or

BAIFA was created as a Joint Powers Authority (JPA) between the Metropolitan Transportation Commission (MTC) and the Bay Area Toll Authority (BATA) to plan, develop, operate and finance transportation projects, including express lanes. In October 2011, the California Transportation Commission (CTC) found the Express Lane Network eligible for development and operation by MTC under Section 149.7 of the Streets and Highways Code. In March 2013, MTC delegated its express lane responsibilities to BAIFA.

or

MTC SAFE is a regional public agency created in 1988 pursuant to California Streets and Highways Code section 2550 et seq. to install, maintain and operate a motorist aid call box system in the nine San Francisco Bay Area counties: Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa Clara, Solano, and Sonoma.

or

BATA was created by the California Legislature in 1997 to administer the base $1 auto toll on the San Francisco Bay Area's seven state-owned toll bridges. In August 2005, the California Legislature expanded BATA’s responsibilities to include administration of all toll revenue and joint oversight of the toll bridge construction program with Caltrans and the California Transportation Commission.

or

BAHA was created as a Joint Powers Authority (JPA) between BATA and MTC to purchase and develop 390 Main Street, San Francisco for the Regional Agency Headquarters Facility. MTC was created by the state Legislature in 1970 (California Government Code § 66500 et seq.) to serve as the transportation planning, coordinating and financing agency for the nine-county San Francisco Bay Area. BATA was created by the California Legislature in 1997 to administer the base $1 auto toll on the San Francisco Bay Area's seven state-owned toll bridges.

or

ABAG was formed in 1961 by a joint powers agreement among Bay Area local governments and serves as the comprehensive regional planning agency and Council of Governments for the nine counties and 101 cities and towns of the San Francisco Bay Region. The region encompasses Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa Clara, Solano, and Sonoma counties.

ABAG is a public entity created by local governments to meet their planning and research needs related to land use. ABAG also hosts a number of joint powers and administrative entities related to environmental and water resource protection, disaster resilience, energy efficiency, financial services and staff training to local counties, cities and towns. On May 30, 2017, ABAG and MTC entered into a Contract for Services (the “CS”) under which MTC provides administrative and program services to ABAG and its affiliated entities. Effective July 1, 2017, the employees of ABAG transitioned to MTC employees. MTC staff including Integrated Regional Planning Program staff now serve both the Association of Bay Area Governments and the Metropolitan Transportation Commission.

or.

The Bay Area Housing Finance Authority (“BAHFA”) was created pursuant to Government Code § 64510 et seq. to raise, administer, and allocate funding and provide technical assistance at a regional level for tenant protection, affordable housing preservation, and new affordable housing production.

B. Project Description

<INSERT A DESCRIPTION OF THE PROJECT>

II. MINIMUM Qualifications

CHOOSE ONE OF THE FOLLOWING:

A. Minimum Qualifications

Proposals must demonstrate that the firm or team submitting the proposal (“Proposer”) meets the following Minimum Qualifications to be eligible for consideration for this project.

1.

2.

3. …..

B. Other Qualifications

The following qualifications are not required in order for a Proposer to be determined eligible for consideration, but Proposers will be scored on these qualifications under Section VIII. Proposal Evaluation, Subarticle C. Evaluation Panel and Evaluation Criteria.

1.

2.

3. …

III. Scope of Work, Period of Performance, and budget

A. Scope of Work

The scope of work for the project is provided in Appendix A, Scope of Work. The Proposer selected to enter into a contract (“Consultant”) will be expected to perform all work and analysis necessary to complete the scope of work.

SUBSTITUTE THE FOLLOWING FOR TASK ORDER BASED CONTRACTS. AND, CHANGE ALL REFERENCES TO SCOPE OF WORK IN DOCUMENT TO “PRELIMINARY SCOPE OF WORK”:

All work will be assigned pursuant to MTC-initiated task orders, that will include a specific scope of work based on the tasks identified in Appendix A, Preliminary Scope of Work. Payment for work performed under task orders may be deliverables-based or time and materials, as determined by the MTC Project Manager. A sample task order form is attached hereto as Attachment A-2, Task Order Form to Appendix D, MTC Standard Consultant Contract.

B. Period of Performance

MTC expects the work to commence on or about _____, 201___, and to be completed no later than __________, 201___. At MTC’s sole option, the contract may be extended for ___(__) additional years for work contemplated by Appendix A, Scope of Work.

C. Budget

MTC has budgeted approximately ___________ dollars ($____) for this effort. Additional funding may be available in future Fiscal Years (FYs) subject to approval of future MTC budgets.

IV. PRE-SUBMittaL CONFERENCE AND REQUESTS FOR CLARIFICATION OR EXCEPTIONS

A non-mandatory Proposers’ Conference will be held at ____ a.m./p.m. on ________, _________, 202__. Proposers may appear via Zoom Teleconference at the following meeting information:

The Pre-proposers’ Conference will be conducted as a Zoom meeting.

When: at ____ a.m./p.m. on ________, _________, 202__Pacific Time (US and Canada)

It is recommended that Proposers’ register in advance for this meeting, however, Proposers’ can also register just prior to the meeting or during the meeting (if it is necessary to join after the start:

(Insert Zoom Link)

After registering, Proposers’ will receive a confirmation email containing information about joining the meeting.

The conference will not be recorded.

If a Proposer knows they will be unable to join via computer and wishes to participate by phone, please contact (Insert Contract Specialist Name) by email: (insert email address), or call: (phone number) for meeting credentials.

Individuals appearing by telephone are required to send the following information, prior to the meeting:

1. First and Last Name;

2. Job Title;

3. Firm Name;

4. Email;

5. Phone number;

6. Any firm certifications, such as Disadvantaged Business Enterprise (DBE);

Small Business Enterprise (SBE) and corresponding Certification Numbers

7. A brief list of firm services; and

8. Whether the firm is interested as a prime or sub.

Any addenda will be posted on MTC’s procurement website at https://mtc.bonfirehub.com. All Proposers are responsible for checking the website for any addenda to the bid documents.

Any requests for clarification of or exceptions to RFQ requirements must be received by MTC no later than the Closing Date/Time for Receipt of Requests for Modifications/Exceptions as stated in Section V. Consultant Selection Timetable, to guarantee a response or consideration. Responses will be provided in Questions and Answers Documents or Addenda on an ongoing basis as soon as possible. MTC reserves the right to reject any SOQ that contains unauthorized conditions or exceptions.

V. Consultant Selection Timetable

___a.m./p.m., on ________ , __________, 201__	Pre-Submittal Conference, at 375 Beale Street, San Francisco, CA 94105, <Insert Conference Room>
____ a.m./p.m., on ______, _________, 201__	Closing date/time for receipt of requests for modifications/exceptions
No later than three (3) business days prior to the date SOQs are due.	Deadline for protesting RFQ provisions
___ p.m., ______, _____, 201_*	Closing date/time for receipt of SOQs
Week of ______________, 201_*	Interviews/Discussions (if held)
______________, 201_*	MTC ______ Committee Approval

*Interview, award and approval dates are approximate and are subject to change before or after the closing date of the RFQ.

VI. SUBMITTAL OF SOQ

Interested firms must submit one electronic proposal, uploaded to https://mtc.bonfirehub.com by the closing date and time for receipt of SOQs. Hard copy proposals, proposals submitted solely by email and faxed proposals will not be considered.

The Transmittal Letter of the Proposal is to be addressed as follows:

<Insert Title of Project>

Attention: <Insert MTC Point of Contact’s name>

375 Beale Street, 7th Floor Receptionist

Oakland, CA 94607

The Title Page of the SOQ must include the name of the Proposer's firm, local address, telephone number, name of contact person, contact person’s email and date.

SOQs must be received on MTC’s website at https://mtc.bonfirehub.com no later than the date and time indicated. MTC is not responsible for submissions delayed for any reason. The online submission system will not allow for any submission to be accepted after the stated date and time.

Proposer agrees and acknowledges all RFQ specifications, terms and conditions and indicates ability to perform by submission of a SOQ.

If selected, a signed SOQ submitted to MTC in response to this RFQ shall constitute a binding offer from Proposer to contract with MTC according to the terms of the SOQ for the duration of the performance period from [beginning date] to [end date].

An SOQ may be withdrawn at any time before the date and time when SOQs are due by following the instructions contained within the online proposal submission system.

This RFQ does not commit MTC to award a contract or to pay any costs incurred by any Proposer in the preparation of a SOQ in response to this RFQ.

Only one SOQ will be accepted from any one person, partnership, corporation, or other entity; however, several alternatives may be included in one response.

MTC reserves the right to accept or reject all SOQs submitted, waive minor irregularities, request additional information, and negotiate with any or all Proposers.

MTC reserves the right in its sole discretion not to enter into any contract as a result of this RFQ.

If the selected Proposer fails to enter into a contract with MTC in a timely manner as determined by MTC, in accordance with the terms and conditions of this RFQ, MTC reserves the right to reject the SOQ and enter into a contract with the next highest scoring Proposer.

Online Vendor Registration is required to be eligible for contract award. Proposers should visit https://mtc.bonfirehub.com to register in the MTC Vendor Database.

<INCLUDE IF FEDERALLY FUNDED:> The System for Award Management (SAM) is the Official U.S. Government system that consolidated the capabilities of Central Contractor Registration / Federal Agency Registration (CCR/FedReg), Online Representations and Certifications Application (ORCA), and Excluded Parties List System (EPLS). Firms submitting SOQs for contracts with federal funds must register on the SAM website at https://www.sam.gov/portal/SAM/##11 prior to SOQ submission.

VII. Form OF SOQ

SOQs must be signed and include a statement that the person or persons signing the SOQ is/are authorized to authorize and submit the SOQ on behalf of the Proposer. Page limits, where specified, are for single-sided print.

SOQ content and completeness are most important. Clarity is essential and will be considered in assessing the Proposer’s capabilities.

Proposers must provide the information listed below. Any material deviation from these requirements may be cause for rejection of the SOQ, as determined in MTC’s sole discretion.

Each SOQ must include the following:

<NOTE: THE TEXT BELOW MUST BE TAILORED AS NECESSARY FOR THE INDIVIDUAL PROCUREMENT>

A. Transmittal Letter

SOQ must include a transmittal letter signed by an official authorized to solicit business and enter into contracts for the firm and containing the name and telephone number of a contact person, if different from the signatory. Firms must affirmatively state that they meet the qualifications described in Section II. Minimum Qualifications or Desired Qualifications, and then briefly describe how they meet or exceed those qualifications. Supporting evidence thereof may be attached to the Transmittal Letter. Indicate whether there are any conflicts of interest, actual or apparent, that would limit the Proposer’s ability to provide the requested services and describe the plan for mitigating such conflicts. Acknowledge the receipt of this RFP and any Addendum to the RFP. Indicate that the proposal is a firm offer to enter into a contract to perform work related to this RFP for a period of ___________ (90/120/180) days from the due date for proposals.

B. Title Page

SOQs must include a title page that includes the RFQ subject, the name of the Proposer’s firm, local address, telephone number, name of contact person, contact person’s email address, and the date.

C. Table of Contents

SOQs must include a table of contents that includes a clear identification of the material by section and page number.

D. Overview and Summary

This section should clearly convey the Proposer’s understanding of the nature of the work and the general approach to be taken, and identify any specific considerations. It should include, but not be limited to, the following:

A discussion of the project’s purpose;

A summary of proposed approach; and

The assumptions made in selecting the approach.

E. Work Plan

This section should present a work plan for the tasks described in Appendix A, Scope of Work. The proposed work plan should:

Discuss how the Proposer will conduct the identified task, identify deliverables, and propose a schedule. The SOQ should discuss the tasks in sufficient detail to demonstrate a clear understanding of the project and component tasks. The SOQ may include additional tasks or sub-tasks the Proposer believes necessary to accomplish the project goals. The schedule should show the expected sequence of tasks, subtasks and milestones.

Provide a staffing plan for each task. Provide an organizational chart that shows roles and responsibilities of key personnel and reporting structure, including reporting and communication relationships between MTC, Proposer staff, and subcontractors, if any.

Describe approach to managing resources and maintaining quality results. Include a description of the role of any subcontractors, their specific responsibilities, and how their work will be supervised to maintain quality results.

Identify and explain any problem areas and/or potential obstacles (such as maintaining schedule, budget overruns, feasibility, etc.) to successful completion of the Scope of Work, attached as Appendix A. Discuss methods, formal and informal, that you will use to track and resolve these problems/obstacles during the project.

F. Qualifications and References

Describe proposed team’s qualifications specific to the requirements set forth in Section II, Minimum Qualifications. Identify the personnel, including subcontractors’ personnel, whose expertise or experience addresses each of the specified needs. Proposers are welcome to identify and provide examples of any other qualifications they feel are critical to the successful completion of the Scope of Work attached as Appendix A.

Identify key personnel (including subcontractor personnel) and briefly discuss individual qualifications to perform each task. Each key personnel resume should not exceed two pages.

Provide a succinct description (one page maximum) of any previous projects similar to the Scope of Work attached as Appendix A, indicating the project title, duration, budget, sponsoring agency and sponsor project manager, and roles played by individuals proposed for this project. Include the name of the agency for whom the work was performed, year performed, name of the contact person and their telephone number.

Provide at least one sample of a written technical report or memo and two samples of material developed for a similar study effort. The samples must have been prepared by key members of the Proposer’s team and should identify the authors. Only one copy of each sample is required, and the samples will be returned after SOQ evaluation, upon request. The samples will be considered in evaluating firm and staff expertise and experience, and written presentation effectiveness.

Provide a list of references (including references for subcontractors) and their contact information.

Provide a summary of all contracts your firm (including subcontractors) has held with MTC, MTC SAFE, BATA, BAIFA, BAHA or ABAG in the past three years, including a brief description of the scope of work, the contract amount, and date of execution. Performance on any MTC, MTC SAFE, BATA, BAIFA, BAHA or ABAG contract within the past three years may be considered as reference information or when past performance is included as an evaluation factor as noted in Section VIII, SOQ Evaluation.

G. Cost Proposal IN A SEPARATE SEALED ENVELOPE:

A description of the Proposer’s and subcontractor’s hourly rates. Rates shall include all direct and indirect costs and shall be submitted on the form contained in Appendix B, Exhibit 10-H2 Cost Proposal, Fully loaded hourly rate means an hourly rate that includes all applicable surcharges such as taxes, insurance and fringe benefits as well as indirect costs, overhead and profit allowance, and ordinary materials and supplies. Rates indicated shall be firm for the initial (__) year contract term and any annual rate escalation shall not exceed 3%. Proposer’s hourly rates will not be a factor in the evaluation. However, MTC reserves the right to negotiate with or to decline to enter into contracts with a Proposer’s whose rates are unreasonable in MTC’s sole discretion.

Based on the tasks and staffing plan described in response to E.1 and E.2, listed above, provide a breakdown of the expected expenditures of funds for each task contained in Appendix A, Preliminary Scope of Work. The budget should include, but is not limited to, hourly rates, a task budget and a line item budget with hourly rates for each task. Hourly rates shall be fully loaded and include all direct and indirect costs. Fully loaded hourly rate means an hourly rate that includes all applicable surcharges such as taxes, insurance and fringe benefits as well as indirect costs, overhead and profit allowance, and ordinary materials and supplies. Rates indicated shall be firm for the initial _(__) year contract term.

The task budget should present a breakdown of hours and expenses by task and deliverable in each phase of the project. It should identify or refer to key personnel or job descriptions in relation to each task to provide a full explanation of the resources committed to the project.

A line item budget should be submitted for each phase of the project. The line item budget should present a breakdown of costs by cost categories, including billing rates for key personnel and job classifications. The line item budget should be set forth on the Cost and Price Analysis Form attached as Appendix B-1 to this RFQ. A line item budget should also be submitted for proposed sub-consultants with contracts estimated to exceed $25,000. Appendix B is available in electronic spreadsheet format upon request. <For deliverables-based payment contracts, add the following: The line item budget is requested for evaluation purposes only; payment shall be based on receipt of deliverables satisfactory to MTC.

Please include information (date and outcome) on the Proposer’s most recent pre-award audit, if applicable.

H. California Levine Act Statement

Submit a signed Levine Act statement (Appendix C).

I. Insurance Provisions

Submit a signed acknowledgement, for Proposer only, that the Proposer agrees to provide the required certificates of insurance providing verification of the minimum insurance requirements listed in Appendix D-1, Insurance Requirements, within ten (10) days of MTC’s notice to firm that it is the successful Proposer.

(See Section IX.B of the RFQ for how to request exceptions to the minimum insurance requirements.)

J. Taxpayer Identification Number and Certification

Submit a W-9, Request for Taxpayer Identification Number and Certification for Proposer only (containing original signature) available at http://www.irs.gov/pub/irs-pdf/fw9.pdf.

K. <Delete text and insert ‘Not Used’ if not applicable> Federal Requirements

Submit all completed federal-required certifications in Appendix F, Federal Requirements, related to lobbying, debarment, and Disadvantaged Business Enterprise (DBE) subcontractor information (Appendices F-1, F-2, F-3, F-4, and F-5.) DBE Goals will be assigned at the Task Order level, however Proposers are required to submit form Exhibit 10-O1 of Appendix F-4 indicating DBEs that may be engaged on this contract as per the Scope of Work in Appendix A.

Firms submitting SOQs for contracts with federal funds must also submit a verification of its SAM registration.

L. <Delete text and insert ‘Not Used’ if not applicable> Iran Contracting Act

Pursuant to California Public Contracts Code Sections 2200 et seq., (AB 1650, Iran Contracting Act of 2010) Proposers for contracts equal to or in excess of one million dollars ($1,000,000) must certify, at the time of SOQ submission that Proposer is not identified on a list created pursuant to subdivision (b) of Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5, as applicable. Submit a signed Iran Contracting Act Document (Appendix E) for Proposer only.

M. <Delete text and insert ‘Not Used’ if not applicable> Financial Responsibility

IN A SEPARATE SEALED ENVELOPE: Provide a copy of Proposer’s most recent annual and past quarterly financial statements. The statements will not be considered part of the SOQ for purposes of the California Public Records Act and will be reviewed to determine responsibility only. All financial statements will be returned to the Proposer prior to Consultant selection.

N. <Delete text and insert ‘Not Used’ if not applicable> Audit and Review

All consultants, including prime and subconsultants, on a proposed contract with a dollar value greater than $150,000 are subject to a financial review of the Indirect Cost Rate (ICR) by the Caltrans Independent Office of Audits and Investigations (A&I). The requirements and financial documents required are detailed in Appendix G, Audit and Review Requirements.

viii. SOQ Evaluation

A. <Delete text and insert ‘Not Used’ if not applicable> Verification of Minimum Qualifications

The MTC Contracts Specialist, in collaboration with the MTC Project Manager, will review SOQs to ensure that each SOQ meets the Minimum Qualifications set out in Section II, Minimum Qualifications of this RFQ. Proposers failing to meet the Minimum Qualifications will not be considered.

B. Review for General Responsiveness

The MTC Contracts Specialist, in consultation with the MTC’s Office of General Counsel, will conduct an initial review of the SOQs for general responsiveness and inclusion of the items requested in Section VII, Form of SOQ. Proposers failing to meet the Minimum Qualifications listed in this RFQ or to satisfy the federal Disadvantaged Business Enterprise (DBE) requirements (if applicable), will not be considered responsive. Also, any SOQ that does not include enough information to permit the evaluators to rate the SOQ in any one of the evaluation factors listed below will be considered non-responsive and will not be evaluated. A SOQ that fails to include one or more items requested in Section VII, Form of SOQ may be considered responsive, if evaluation in every criterion is possible. MTC reserves the right to request additional information from responsive Proposers prior to evaluation.

C. Evaluation Panel and Evaluation Criteria

Responsive SOQs will then be evaluated by an evaluation panel of MTC <Insert, if applicable, or revise as necessary: and partner agency> staff. The evaluation of the SOQs shall be within the sole judgment and discretion of the evaluation panel.

All contact during the evaluation phase shall be through the MTC Contracts Specialist only. Proposers shall neither contact nor lobby any evaluation panel members during the evaluation process. Any attempt by Proposer to contact and/or influence members of the evaluation panel may result in disqualification of Proposer.

Responsive SOQs shall be evaluated on the basis of the following evaluation factors, with their relative importance indicated by percentages: NOTE-COST AND APPROACH CANNOT BE INCLUDED AS EVALUATION CRITERIA WHEN Engineering, Architectural or Construction Management Services ARE BEING PROCURED. ALSO, ALL EVALUATION CRITERIA MUST BE QUALIFICAITONS RELATED.

________________________(____%)

________________________(____%)

________________________(____%)

________________________(____%)

D. Proposer Interviews

Following the initial evaluation of SOQs, the evaluation panel may elect to recommend a Consultant with or without interviews or may develop a short list of firms to be considered for selection. Interviews will be held with short-listed firms. If a short list is developed, firms that were not selected for the short list will be notified; however, the evaluation record shall remain confidential until the [CHOOSE ONE OF THE FOLLOWING: MTC Operations Committee/MTC Administration Committee/BATA Oversight Committee/BAIFA/BAHA/ABAG Executive Board] authorizes award.

or

NOTE: IF A TWO-STAGE APPROACH IS USED, REPLACE THE PREVIOUS PARAGRAPH WITH THE FOLLOWING:

The evaluation process consists of a two-stage approach including an initial evaluation of the written SOQs to develop a short list of Proposers that will continue to the final stage of interviews. Those Proposers with SOQs that score at least __ points based on the total points available for the evaluation factors listed above will be interviewed. All other Proposers will be eliminated from the process. All Proposers not selected for the short list will be notified; however, the preliminary scores at that time will not be communicated to Proposers and the evaluation record shall remain confidential until the [CHOOSE ONE OF THE FOLLOWING: MTC Operations Committee/MTC Administration Committee/BATA Oversight Committee/BAIFA/BAHA/ABAG Executive Board] authorizes award.

MTC reserves the right to not convene interviews and to make an award on the basis of written SOQs, alone. SOQs should submitted on the most favorable terms. References may be contacted at any point in the evaluation process. Further, MTC reserves the right to accept or reject any and all SOQ submitted, to waive minor irregularities in SOQs, and to request additional information from one or more the Proposers. Any award made will be made to the firms whose SOQs are the most advantageous to MTC, based on the evaluation criteria listed above.

During the evaluation, any potential conflicts of interest (see Section IX, General Conditions, Subarticle F) will be considered. MTC may request additional information from any firm that appears to have an organizational conflict of interest, including its plan to mitigate any such conflicts. MTC will not award a contract to a firm with an actual conflict of interest, or with an apparent conflict of interest that cannot be adequately mitigated, in MTC’s sole opinion.

E. Recommendation for Contract Award

The panel will recommend the selected Consultant to the MTC Executive Director, based on evaluation of the written SOQ and interviews (if held). The Executive Director will review the recommendation and, if he agrees, he will approve the award or forward the recommendation to the [CHOOSE ONE OF THE FOLLOWING: MTC Operations Committee/MTC Administration Committee/BATA Oversight Committee/BAIFA/BAHA/ABAG Executive Board] which authorizes award.

The panel will recommend the selected Consultant to the MTC Executive Director, based on their evaluation of the written SOQ and or interviews (if held). The Executive Director will review the recommendation and, if he agrees, he will approve the award or forward the recommendation to the [CHOOSE ONE OF THE FOLLOWING: MTC Operations Committee/MTC Administration Committee/BATA Oversight Committee/BAIFA/BAHA/ABAG Executive Board] which authorizes award. MTC will notify Consultants who submitted a proposal of the results by posting an award notice and the signed (insert Committee name) memo authorizing award on the MTC website at https://mtc.bonfirehub.com. [IF AWARD IS APPROVED BY THE EXECUTIVE DIRECTOR, REPLACE THE LANGUAGE ABOVE WITH THE FOLLOWING]: MTC will notify Proposer’s who submitted a proposal of the results by posting an award notice on the MTC website at https://mtc.bonfirehub.com

ix. General Conditions

A. Award

Any award made will be to the Proposer whose SOQ is most advantageous to MTC based on the evaluation criteria defined in Section VIII. If the selected firm fails to enter into a contract with MTC in a timely manner as determined by MTC, in accordance with the terms and conditions of this RFQ, MTC reserves the right to reject the SOQ of the selected firm and enter into a contract with the next highest scoring firm.

B. Contract Arrangements

MTC’s Standard Consultant Contract is attached as Appendix D. If a Proposer wishes to propose a change to any standard MTC contract provision, the provision and the proposed alternative language must be submitted prior to the closing date for receipt of requests for clarifications/exceptions. If no such change is requested, the Proposer will be deemed to accept MTC’s standard contract provisions, unless such language is protested in accordance with Section C below.

The selected Consultants will be required to maintain insurance coverage, during the term of the contract, at the levels described in Appendix D-1, Insurance Requirements. Proposer agrees to provide the required certificates of insurance providing verification of the minimum insurance requirements in Appendix D-1, within ten (10) days of MTC’s notice to firm that it will be issuing a contract to the Proposer. Requests to change MTC’s insurance requirements should be submitted on or prior to the closing date for receipt of requests for clarifications/exceptions. MTC will review the requests and issue an addendum if material changes requested by a prospective Proposer are acceptable. Objections to MTC determinations on requests to change insurance requirements pursuant to the protest provisions of this RFQ must be brought to MTC’s attention no later than the deadline for protesting RFQ provisions or compliance with all material insurance requirements will be assumed.

The contracts resulting from this RFQ will be <specify payment type, e.g., firm fixed price>, with payment based on MTC’s receiving of satisfactory deliverables or cost reimbursement with ceiling or a combination of deliverables based payment and task order, etc.

Consultant’s performance under any contract issued resultant of this RFQ will be evaluated and the evaluation information may be considered as part of the evaluation for any other MTC, MTC SAFE, BATA, BAIFA, BAHA or ABAG projects for which the Consultant submits a proposal for three years after services are performed.

C. Selection Disputes

A Proposer may object to a provision of the RFQ on the grounds that it is arbitrary, biased, or unduly restrictive, or to the selection of a particular Proposer on the grounds that MTC procedures, the provisions of the RFQ or applicable provisions of federal, state or local law have been violated or inaccurately or inappropriately applied by submitting to the Project Manager a written explanation of the basis for the protest:

No later than 4:00 p.m. on the third business day prior to the date SOQs are due, for objections to RFQ provisions; or

No later than 4:00 p.m. on the third business day after the date the firm is notified that it did not meet the minimum qualifications or was found to be non-responsive; or

No later than 4:00 p.m. on the third business day after the date in which MTC posts the award notice and signed (insert Committee name) memo authorizing award on the MTC website at https://mtc.bonfirehub.com, or if applicable the date the appropriate committee authorizes award, whichever is later, for objections to Proposer selection.

Use the following for No. 3 if the award is approved by the Executive Director

No later than 4:00 p.m. on the third business day after the date in which MTC posts the award notice on the MTC website at https://mtc.bonfirehub.com, or if applicable the date the appropriate committee authorizes award, whichever is later, for objections to Proposer selection.

<PICK THE ONE THAT APPLIES>

USE FOR PROCUREMENTS EXCEEDING $100,000

Except with regard to initial determinations of non-responsiveness, the evaluation record shall remain confidential until the [CHOOSE ONE OF THE FOLLOWING: MTC Operations Committee/MTC Administration Committee/BATA Oversight Committee/BAIFA/BAHA/ABAG Executive Board] authorizes award.

Protests of recommended awards must clearly and specifically describe the basis for the protest in sufficient detail for the MTC review officer to recommend a resolution to the MTC Executive Director.

The MTC Executive Director will respond to the protest in writing, based on the recommendation of a staff review officer. Should a Proposer wish to appeal the decision of the MTC Executive Director, it may file a written appeal with the [MTC Operations Committee/MTC Administration Committee/BATA Oversight Committee/BAIFA/BAHA/ABAG Executive Board], no later than 4:00 p.m. on the third business day after receipt of the written response from the MTC Executive Director. The [MTC Operations Committee’s/MTC Administration Committee’s/BATA Oversight Committee’s/BAIFA’s/BAHA’s/ABAG Executive Board’s] decision will be the final agency decision.

Authorization to award an agreement to a particular Proposer by MTC shall be deemed conditional until the expiration of the protest period or, if a protest is filed, the issuance of a written response to the protest by the MTC Executive Director or, if the decision of the MTC Executive Director is appealed, the issuance of the [MTC Operations Committee’s/MTC Administration Committee’s/BATA Oversight Committee’s/BAIFA’s/BAHA’s/ABAG Executive Board’s] decision.

USE FOR PROCUREMENTS OF $100,000 OR LESS

Except with regard to initial determinations of non-responsiveness, the evaluation record shall remain confidential until the MTC Executive Director authorizes award.

Protests of recommended awards must clearly and specifically describe the basis for the protest in sufficient detail for the MTC review officer to recommend a resolution to the MTC Section Director.

The MTC Section Director responsible for the procurement will respond to the protest in writing, based on the recommendation of a staff review officer. Should a Proposer wish to appeal the decision of the MTC Section Director, it may file a written appeal with the MTC Executive Director, no later than 4:00 p.m. on the third business day after receipt of the written response from the Section Director. The MTC Executive Director’s decision will be the final agency decision.

Authorization to award an agreement to a particular Proposer by MTC shall be deemed conditional until the expiration of the protest period or, if a protest is filed, the issuance of a written response to the protest by the MTC Section Director or, if the decision of the MTC Section Director is appealed, the issuance of the MTC Executive Director’s decision.

D. Public Records

This RFQ and any material submitted in response to this RFQ are subject to public inspection under the California Public Records Act (Government Code §6250 et seq.), unless exempt by law. Other than proprietary information or other information exempt from disclosure by law, the content of proposals submitted to MTC will be made available for inspection consistent with its policy regarding Public Records Act requests.

If the Proposer believes any proposal content contains trade secrets or other proprietary information that the Proposer believes would cause substantial injury to the Proposer’s competitive position if disclosed, the Proposer may request that MTC withhold from disclosure such proprietary materials by marking each page containing proprietary information, including financial information, if any, required to be submitted under Section VII of this RFQ, as confidential and shall include the following notice at the front of its proposal:

“The data on the following pages of this proposal, including financial information submitted under Section VII of the RFQ marked along the right margin with a vertical line, contain technical or financial information that constitute trade secrets and/or that, if disclosed, would cause substantial injury to the Proposer’s competitive position. The Proposer requests that such data be used for review by MTC only, but understands that exemption from disclosure will be limited by MTC’s obligations under the California Public Records Act. If an agreement is awarded to the Proposer submitting this proposal, MTC shall have the right to use or disclose the data, unless otherwise provided by law. [List pages].”

Failure to include this notice with relevant page numbers shall render any “confidential/proprietary” markings inadequate. Individual pages shall accordingly not be treated confidentially. By submitting a proposal with portions marked as confidential or proprietary, a Proposer represents it has a good faith belief that such portions are exempt from disclosure under the California Public Records Act. Any language purporting to render the entire proposal confidential or proprietary will be regarded as ineffective and will be disregarded. In addition, the Proposer may not designate any required proposal forms or the cost proposal as confidential. Consequently, any language purporting to render any proposal forms or the cost proposal as confidential or proprietary will be regarded as ineffective and will be disregarded.

In the event properly marked data is requested pursuant to the California Public Records Act, the Proposer will be advised of the request. If the proposal requests that MTC withhold such data from disclosure and MTC complies with the Proposer’s request, the Proposer shall assume all responsibility for redacting the proposal; defending any challenges resulting from the non-disclosure; indemnifying, defending MTC and holding MTC harmless from and against all claims, legal proceedings, and resulting damages and costs (including but not limited to attorneys’ fees that may be awarded to the party requesting such Proposer information); and paying any and all costs and expenses relating to the withholding of the Proposer information. Proposer agrees that MTC’s sole involvement in any litigation resulting from MTC’s withholding of records shall be to retain the records until otherwise ordered by a court.

If the Proposer does not follow all of the requirements in this section for withholding proprietary information as exempt from disclosure under the California Public Records Act, MTC shall have no obligation to withhold the information from disclosure, and the Proposer shall not have a right to make a claim or maintain any legal action against MTC or its commissioners, officers, employees or agents in connection with such disclosure.

E. Key Personnel

Key Proposer personnel assigned to the project are expected to remain on the project. Any change in key personnel on the proposed project team is subject to prior written approval of MTC. Removal of any key personnel identified in the SOQ without written consent of the MTC Project Manager may be considered a material breach of contract.

F. Conflicts Of Interest

By submitting a SOQ, the Proposer represents and warrants that no commissioner, officer or employee of MTC is in any manner interested directly or indirectly in the SOQ or in the contract that may be made under it or in any profits expected to arise therefrom, as set forth in California Government Code Section 1090.

The Proposer further warrants and represents that it presently has no interest and agrees that it will not acquire any interest that would present a conflict of interest under California Government Code Sections 1090 et seq. or 87100 et seq. during the performance of services under any contract resulting from this RFQ and that it will not knowingly employ any person having such an interest. Violation of this provision may result in the contract being deemed void and unenforceable.

Whenever MTC is awarding a contract that involves the rendering of advice, it will consider whether there exists the potential for bias, because of other activities, relationships or contracts of the Proposer, and if so, whether any potential bias can be mitigated acceptably by MTC and the Proposer. After award, the winning Proposer shall take all reasonable measures to preclude the existence or development of an organizational conflict of interest in connection with work performed under the agreement resulting from this and other MTC solicitations. An organizational conflict of interest occurs when, due to other activities, relationships, or contracts, a firm or person is unable, or potentially unable, to render impartial assistance or advice to MTC; a firm or person’s objectivity in performing the contract work is or might be impaired; or a firm or person has an unfair competitive advantage in proposing for award of a contract as a result of information gained in performance of this or some other project.

Proposer shall not engage the services of any subcontractor or independent contractor on any work related to this RFQ if the subcontractor or independent contractor, or any employee of the subcontractor or independent contractor, has an actual or apparent organizational conflict of interest related to work or services contemplated under this RFQ.

G. Personally Identifiable Information

<delete and insert “Not Used” if not applicable>

Proposer agrees to comply with the special provisions related to the access and protection of personally identifiable information set forth in Attachment F, Special Conditions Relating to Personally Identifiable Information of Appendix D, MTC Standard Consultant Contract.

H. Audit and Review Requirements

<delete and insert “Not Used” if not applicable>

A&E contracts that include state or federal funds are subject to the audit and review requirements included in Appendix G, Audit and Review Requirements. All proposed A&E contracts and supporting documents submitted in Proposer’s SOQ are subject to audit or review by Caltrans’ Audits and Investigations (A&I), other state audit organizations, or the federal government.

I. Web-Based Communication

Proposer agrees to submit all communication and required documentation, including but not limited to invoices, requests for contract modifications, etc. to the MTC Project Manager or his/her designee via a web-based system designated by MTC to which MTC will provide system access.

J. Prevailing Wage Requirements

Proposer and all subconsultants, to the extent the work of such subconsultants under this Agreement is subject to California Labor Code Section 1720 et seq., shall be registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5, prior to Proposal submission. See Article XX of the MTC Standard Consultant Contract attached as Appendix D for additional prevailing wage requirements.

K. Payment, Sub-Contractor and Prevailing Wage Information

Proposer agrees to submit payment, sub-contractor utilization and if applicable certified payroll information for contracts with prevailing wage requirements via a web-based system designated by MTC to which MTC will provide system access.

L. Cooperative Use

<delete and insert “Not Used” if not applicable>

The Bay Area Toll Authority (BATA), Metropolitan Transportation Commission Service Authority for Freeways and Expressways (MTC SAFE), Bay Area Headquarters Authority (BAHA), Bay Area Infrastructure Financing Authority (BAIFA) and Association of Bay Area Governments (ABAG) may utilize this RFQ to obtain on-call Construction Management and Design Services, at the same terms and conditions included in this RFQ and firms SOQ’s during the period of time that contracts resulting from this RFQ are in effect.

M. Disadvantaged Business Enterprise (DBE) Requirement

<delete and insert “Not Used” if not applicable>

Effective July, 2012, the California Department of Transportation (Caltrans) requires recipients of DOT grant funds through Caltrans to impose the following DBE utilization requirements on its consultants and contractors. Consultant’s DBE participation on this Agreement will assist Caltrans in meeting its federally mandated statewide overall DBE goal. See Appendix F, Federal Requirements.

APPENDIX A, SCOPE OF WORK

<INSERT PROJECT SPECIFIC SCOPE OF WORK>

OR

Use the following if Task Orders based contract.

The successful Proposer’s preliminary scope of work is listed below. All required services shall be authorized by Task Order, initiated and developed according to the Task Order Process described in Attachment A-1, of Appendix D, MTC Standard Consultant Contract. Task Orders shall include, at a minimum, a detailed description of the work to be performed, a completion date for performance, a maximum payment amount, payment terms (deliverables-based or time and materials) and subconsultant participation (if any), in a completed form as shown in Attachment A-2, Task Order Form, Appendix D, MTC Standard Consultant Contract, attached hereto and incorporated herein by this reference.

APPENDIX B, Exhibit 10-H2 Cost Proposal

Specific Rate of Compensation (use for on-call or as-needed contracts)

(Construction Engineering and Inspection Contracts)

Note: Mark-ups are Not Allowed

Consultant ______________________________________ ☐ Prime Consultant ☐ Subconsultant ☐ 2nd Tier Subconsultant

Project No. __________________ Contract No. _____________ Participation Amount $__________________ Date ________________

For Combined Rate
Fringe Benefit % + General &Administrative %	=	Combined ICR%
OR
For Home Office Rate
Fringe Benefit % + General &Administrative %	=	Home Office ICR%
For Field Office Rate
Fringe Benefit % + General &Administrative %	=	Field Office ICR%
Fee	=	%

BILLING INFORMATION	CALCULATION INFORMATION

Name/Job Title/Classification1	Hourly Billing Rates2 Straight OT(1.5x) OT(2x)	Effective Date of Hourly Rate From To	Actual or Avg. Hourly Rate3	% or $ Increase	Hourly Range - for Classifications Only
John Doe – Project Manager * Civil Engineer II	$0.00 $0.00 $0.00	$0.00 $0.00 $0.00	$0.00 $0.00 $0.00	01/01/2016 01/01/2017 01/01/2018	12/31/2016 12/31/2017 12/31/2018	$0.00 $0.00 $0.00	0.0% 0.0%	Not Applicable
Sue Jones – Construction Engineer/Inspector Engineer I	$0.00 $0.00 $0.00	$0.00 $0.00 $0.00	$0.00 $0.00 $0.00	01/01/2016 01/01/2017 01/01/2018	12/31/2016 12/31/2017 12/31/2018	$0.00 $0.00 $0.00	0.0% 0.0%	Not Applicable
Buddy Black – Claims Engineer Engineer III	$0.00 $0.00 $0.00	$0.00 $0.00 $0.00	$0.00 $0.00 $0.00	01/01/2016 01/01/2017 01/01/2018	12/31/2016 12/31/2017 12/31/2018	$0.00 $0.00 $0.00	0.0% 0.0%	Not Applicable
Land Surveyor **	$0.00 $0.00 $0.00	$0.00 $0.00 $0.00	$0.00 $0.00 $0.00	01/01/2016 01/01/2017 01/01/2018	12/31/2016 12/31/2017 12/31/2018	$0.00 $0.00 $0.00	0.0% 0.0%	$00 - $00 $00 - $00 $00 - $00
Technician	$0.00 $0.00 $0.00	$0.00 $0.00 $0.00	$0.00 $0.00 $0.00	01/01/2016 01/01/2017 01/01/2018	12/31/2016 12/31/2017 12/31/2018	$0.00 $0.00 $0.00	0.0% 0.0%	$00 - $00 $00 - $00 $00 - $00

(Add pages as necessary)

NOTES:

Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**).All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals.

The cost proposal format shall not be amended.

Billing rate = actual hourly rate * (1+ ICR) * (1+ Fee). Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. All costs must comply with the Federal cost principles for reimbursement.

For named employees and key personnel enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification.

Exhibit 10-H2 Cost Proposal Page 2 of 3

Specific Rate of Compensation (use for on-call or as-needed contracts)

(Construction Engineering and Inspection Contracts)

Consultant __________________________________________ ☐ Prime Consultant ☐ Subconsultant

Project No. _______________________ Contract No. ____________________ Date ____________________

SCHEDULE OF OTHER DIRECT COST ITEMS (Add additional pages as necessary)
Description of Item	Quantity	Unit	Unit Cost	Total
Mileage Costs	$	$
Equipment Rental and Supplies	$	$
Permit Fees	$	$
Plan Sheets	$	$
Test	$	$
Vehicle	$	$
Subconsultant 1:	$
Subconsultant 2:	$
Subconsultant 3:	$
Subconsultant 4:	$
Subconsultant 5:	$

Note: Add additional pages if necessary.

NOTES:

List other direct cost items with estimated costs. These costs should be competitive in their respective industries and supported with appropriate documentation.

Proposed ODC items should be consistently billed regardless of client and contract type.

Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate.

Items such as special tooling, will be reimbursed at actual cost with supporting documentation (invoice).

Items listed above that would be considered "tools of the trade" are not reimbursable as other direct cost.

Travel related costs should be pre-approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules.

If mileage is claimed, the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles. In addition, the miles claimed should be supported by mileage logs.

If a consultant proposes rental costs for a vehicle, the company must demonstrate that this is its standard procedure for all of their contracts and that they do not own any vehicles that could be used for the same purpose.

The cost proposal format shall not be amended. All costs must comply with the Federal cost principles.

Add additional pages if necessary.

Subconsultants must provide their own cost proposals.

Exhibit 10-H2 Cost Proposal Page 3 of 3

Certification of Direct Costs:

I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements:

Generally Accepted Accounting Principles (GAAP)

Terms and conditions of the contract

Title 23 United States Code Section 112 - Letting of Contracts

48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures

23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service

48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable)

All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement.

Prime Consultant or Subconsultant Certifying:

Name:	Title *:
Signature :	Date of Certification (mm/dd/yyyy):

Email:	Phone Number:
Address:

* An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.

List services the consultant is providing under the proposed contract:

APPENDIX B-1

Cost and Price Analysis

SUMMARY OF TOTAL PROJECT COSTS
Task/ Deliverable	Direct Labor*	Direct Costs**	Subconsultants***	Subtotal
Task 1: [Update based on Scope of Work]
1.1 - [Deliverable Name]	$	$	$	$
1.2 - [Deliverable Name] etc.
Task 1 Subtotal
Task 2: Evaluation of Hardwore/ Software Functionality, Interdependencies and Impacts
1.1 - [Deliverable Name] etc.	$	$	$	$
Task 2 Subtotal
Task 3: Cost Effectiveness Evaluation
1.1 - [Deliverable Name] etc.	$	$	$	$
Task 3 Subtotal
Task 4: Phasing of Systems Replacement/Upgrade
1.1 - [Deliverable Name] etc.	$	$	$	$
Task 4 Subtotal
Task 5: Project Administration and Meetings
1.1 - [Deliverable Name]etc.	$	$	$	$
Subtotal	$	$	$	$
TOTAL PROJECT COST	$
NOTES/ INSTRUCTIONS * Includes all applicable labor and surcharges, such as taxes, insurance, overhead, and profit. ** If MTC directs the Consultant to provide any material or supplies, MTC shall be billed at cost. ***For subcontracts over $25,000, provide an itemized list of costs in Detailed Description below.[For federally funded contracts] Please detail the basis of the hourly rates in Attachment C-3, Derivation of Rates.
Please identify an annual escalation rate and the basis for such rate below:
Annual escalation rate:	XX.XX%
Basis of escalation rate:
Note: The escalation rate is not figured into the cost evaluation, but will be considered by MTC in determining whether to exercise option years allowed under the RFQ.

Cost and Price Analysis

Detailed Description

TASK X: TITLE
Direct Labor Costs* (Please detail below)
Name	Title	Duties	Hourly rate*	Estimated Hours	Estimated Cost
1	E.g. Jane Smith (etc.)	Principal and CEO	Project Management	$ XXX	XX	$ X,XXX.XX
2	$
3	$
4	$
TOTAL (Direct Labor Costs)	$ X,XXX.XX
Direct Costs** (Please detail all costs below)
1	E.g. Printing, travel, administrative fees, special testing…	$ X,XXX.XX
2	$
3	$
TOTAL (Direct Costs)	$ X,XXX.XX
Subconsultants (Please detail all costs below)***
1	Name, Address, Telephone Number	Duties	DBE Number	SBE Number	Estimated Cost
E.g. Firm XYZ City, State, Zip Code Phone	E.g. Strategic Analysis, or [For subcontracts over $25,000, itemize all costs below]	N/A or 12345	N/A or 12345	$X,XXX.XX***
Name	Title	Duties	Hourly rate*	Estimated Hours	Estimated Cost
A	E.g. Jane Smith (etc.)	Principal and CEO	Project Management	$ XXX	XX	$ X,XXX.XX
B	Direct Costs	E.g. Printing, travel, special testing…
Subtotal	$ X,XXX.XX
TOTAL (Subconsultants)	$ X,XXX.XX
TOTAL TASK X COST (Subtotal (Personnel) + Subtotal (Direct) + Subtotal (Subconsultants))	$ X,XXX.XX
NOTES/ INSTRUCTIONS PLEASE COMPLETE THIS FORM FOR EACH TASK BY CREATING COPIES OF THIS SHEET AS NECESSARY. * Includes all applicable labor and surcharges, such as taxes, insurance, overhead, and profit. Consultant must commit to using the hourly rates submitted in response to the original Request for Qualifications (RFQ). ** If MTC directs the Consultant to provide any material or supplies, MTC shall be billed at cost *** For subcontracts over $25,000, provide a detailed itemization of costs.

APPENDIX C, CALIFORNIA LEVINE ACT STATEMENT

California Government Code § 84308, commonly referred to as the “Levine Act,” precludes an officer of a local government agency from participating in the award of a contract if he or she receives any political contributions totaling more than $250 in the 12 months preceding the pendency of the contract award, and for three months following the final decision, from the person or company awarded the contract. This prohibition applies to contributions to the officer, or received by the officer on behalf of any other officer, or on behalf of any candidate for office or on behalf of any committee.

MTC’s commissioners include:

Insert up-to-date listing

1.	Have you or your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to any MTC commissioner in the 12 months preceding the date of the issuance of this request for qualifications?

___ YES	___ NO

If yes, please identify the commissioner:

2.	Do you or your company, or any agency on behalf of you or your company, anticipate or plan to make any political contributions of more than $250 to any MTC commissioners in the three months following the award of the contract?

___ YES	___ NO

If yes, please identify the commissioner:

Answering yes to either of the two questions above does not preclude MTC from awarding a contract to your firm. It does, however, preclude the identified commissioner(s) from participating in the contract award process for this contract.

date	(signature of authorized official)
(type or write appropriate name, title)
(type or write name of company)

And/or for ABAG - APPENDIX C, CALIFORNIA LEVINE ACT STATEMENT

California Government Code § 84308, commonly referred to as the “Levine Act,” precludes an officer of a local government agency from participating in the award of a contract if he or she receives any political contributions totaling more than $250 in the 12 months preceding the pendency of the contract award, and for three months following the final decision, from the person or company awarded the contract. This prohibition applies to contributions to the officer, or received by the officer on behalf of any other officer, or on behalf of any candidate for office or on behalf of any committee.

ABAG Executive Board members include:

Julie Pierce	Pradeep Gupta	Dennis Rodoni
David Rabbitt	Scott Haggerty	Todd Rufo
David Cortese	Barbara Halliday	Greg Scharff
Candace Anderson	Erin Hannigan	Trish Spencer
Len Augustine	Dave Hudson	Norman Yee
Annie Campbell	Sergio Jimenez	William Kissinger
David Canepa	Edwin Lee
Cindy Chavez	Wayne Lee
Lan Diep	Jake Mackenzie
Pat Eklund	Nathan Miley
Leon Garcia	Karen Mitchoff
Liz Gibbons	Raul Peralez
Lynette Gibson	Dave Pine
Liz Gibbons	John Rahaim
Abel Guillen	Belia Ramos

1.	Have you or your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to any ABAG Finance and Personnel Committee member in the 12 months preceding the date of the issuance of this request for qualifications?

___ YES	___ NO

If yes, please identify the commissioner or committee member:

2.	Do you or your company, or any agency on behalf of you or your company, anticipate or plan to make any political contributions of more than $250 to any ABAG Finance and Personnel Committee member in the three months following the award of the contract?

___ YES	___ NO

If yes, please identify the commissioner or committee member:

Answering yes to either of the two questions above does not preclude ABAG from awarding a contract to your firm. It does, however, preclude the identified commissioner(s) or committee member(s) from participating in the contract award process for this contract.

date	(signature of authorized official)
(type or write appropriate name, title)
(type or write name of company)

APPENDIX D, MTC STANDARD CONSULTANT CONTRACT

INSERT CON LONG or post as separate document

See MTC website www.mtc.bonfirehub.com

APPENDIX D-1, INSURANCE REQUIREMENTS

UMinimum Insurance CoveragesU. Consultant shall, at its own expense, obtain and maintain in effect at all times the following types of insurance against claims, damages and losses due to injuries to persons or damage to property or other losses that may arise in connection with the performance of work under its Agreement with MTC, placed with insurers Best’s Rating of A- or better with a Financial Size Category of VIII or better.

Yes (√)	Please certify by checking the box below that required coverages will be provided within ten (10) business days of MTC’s notice to firm that it wishes to contract with the firm.
___	Workers' Compensation Insurance with Statutory limits, and Employer’s Liability Insurance with a limit of not less than $1,000,000 per employee and $1,000,000 per accident, and any and all other coverage of CONSULTANT’s employees as may be required by applicable law. Such policy shall contain a Waiver of Subrogation in favor of MTC. Such Workers Compensation & Employer’s Liability may be waived, if and only for as long as CONSULTANT is a sole proprietor or a corporation with stock 100% owned by officers with no employees. Should any bridge work require coverage for the United States Longshore Harbor Workers Act, CONSULTANT agrees to furnish proof of insurance, if required.
___	Commercial General Liability Insurance for Bodily Injury and Property Damage liability, covering the premises and operations, and products and completed operations of CONSULTANT and CONSULTANT’s officers, agents, and employees and with limits of liability which shall not be less than $1,000,000 combined single limit per occurrence with a general aggregate liability of not less than $2,000,000, a products/completed operations aggregate liability limit of not less than $2,000,000 and Personal & Advertising Injury liability with a limit of not less than $1,000,000. Such policy shall contain a Waiver of Subrogation in favor of MTC. Products and completed operations insurance shall be maintained for three (3) years following termination of this Agreement. MTC and ______ and their commissioners, directors, officers, representatives, agents and employees are to be named as additional insureds for ongoing and completed operations. Such insurance shall be primary and non-contributory, and contain a Separation of Insureds Clause as respects any claims, losses or liability arising directly or indirectly from CONSULTANT’s operations.
___	Business Automobile Insurance for all automobiles owned (if any), used or maintained by CONSULTANT and CONSULTANT’s officers, agents and employees, including but not limited to owned (if any), leased (if any), non-owned and hired automobiles, with limits of liability that shall not be less than $1,000,000 combined single limit per accident.
___	Umbrella Insurance in the amount of $1,000,000 providing excess limits over Employer’s Liability, Automobile Liability, and Commercial General Liability Insurance. Such umbrella coverage shall be following form to underlying coverage including all endorsements and additional insured requirements.
___	Errors and Omissions Professional Liability Insurance for errors and omissions and the resulting damages, including, but not limited to, economic loss to MTC and having minimum limits of $1,000,000 per claim. [use the following if contract involves receipt of personally identifiable information or other confidential information: Such policy shall contain cyber risk coverages including network and internet security liability coverage, privacy liability coverage and media coverage.] The policy shall provide coverage for all work performed by CONSULTANT and any work performed or conducted by any subcontractor/consultant working for or performing services on behalf of the CONSULTANT. No contract or agreement between CONSULTANT and any subcontractor/consultant shall relieve CONSULTANT of the responsibility for providing this Errors & Omissions or Professional Liability coverage for all work performed by CONSULTANT and any subcontractor/consultant working on behalf of CONSULTANT on the project.
___	Property Insurance. Property Insurance covering CONSULTANT'S own business personal property and equipment to be used in performance of its Agreement with MTC, materials or property to be purchased and/or installed on behalf of MTC (if any), and builders risk for property in the course of construction (if applicable). Coverage shall be written on a "Special Form" policy that includes theft, but excludes earthquake, with limits at least equal to the replacement cost of the property. Such policy shall contain a Waiver of Subrogation in favor of MTC.
___	[Use if contract involves employee dishonesty/crime exposures, such as cash handling or potential for theft (Janitorial services) ] Employee Dishonesty/Crime Insurance. An Employee Dishonesty insurance policy covering CONSULTANT’s employees for loss of or damage to money, securities or other property resulting from theft. The following limits of liability should apply: (a) Employee Dishonesty - $250,000; and (b) Client Property Blanket Bond - $250,000. CONSULTANT shall reimburse MTC for any and all losses within the deductible, for insured losses, the cost to prove the loss, accountants' fees, defense costs including attorneys’ fees and any other fees associated with a claim. In lieu of a Client Property Blanket Bond, the policy shall contain a Joint Loss Payee endorsement or other Third Party coverage naming MTC.
___	[Use if contract involves Pollution Liability exposures] Contractors’ Pollution Liability Insurance. Contractors’ Pollution Liability insurance for bodily injury and property damage coverage with a combined single limit for bodily injury and property damage of at least $1,000,000 per occurrence or claim and a general aggregate limit of at least $1,000,000. This insurance shall include coverage for, but not be limited to sudden and accidental discharges; gradual discharges, clean-up of pollutants and disposal thereof; and, mold, asbestos or lead, if an abatement contract. If CONSULTANT disposes of Hazardous Materials under its Agreement with MTC, CONSULTANT shall designate the disposal site and provide a certificate of insurance from the disposal facility to MTC. CONSULTANT’s Business Automobile Liability coverage shall also be extended to cover pollution liability during loading; unloading and while in transit including, but not limited to, the perils of collision and upset. Coverage may be provided by endorsement to the general liability and automobile policies or by a separate policy. Such policy shall contain a Waiver of Subrogation in favor of MTC. MTC, __________, and their commissioners, directors, officers, representatives, agents and employees are to be named as additional insureds. Such insurance shall be primary and contain a Separation of Insureds Clause as respects any claims, losses or liability arising directly or indirectly from CONSULTANT’s operations.
Consultant’s obligation to provide the insurance described herein may be satisfied in whole or in part by adequately funded self-insurance, upon evidence of financial capacity satisfactory to MTC. Consultant shall be responsible for payment of any deductible or retention on Consultant’s policies without right of contribution from MTC. Deductible and retention provisions shall not contain any restrictions as to how or by whom the deductible or retention is paid. Any deductible or retention provision limiting payment to the Named Insured is unacceptable. In the event that MTC seeks coverage as an additional insured under any Consultant insurance policy that contains a deductible or self-insured retention, Consultant shall satisfy such deductible or self-insured retention to the extent of loss covered by such policy, for any lawsuit arising from or connected with any alleged act of Consultant, subconsultant, subcontractor, or any of their employees, officers or directors, even if Consultant or subconsultant is not a named defendant in the lawsuit. If any insurance specified above is written on a “Claims-Made” (rather than an “occurrence”) basis, then in addition to the coverage requirements above, Consultant shall: Ensure that the Retroactive Date is shown on the policy, and such date must be before the date of its Agreement with MTC or the beginning of any work under such Agreement; Maintain and provide evidence of similar insurance for at least three (3) years following project completion, including the requirement of adding all additional insureds; and If insurance is cancelled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, Consultant shall purchase “extended reporting” coverage for a minimum of three (3) years after completion of the work. All insurance specified above shall remain in force until all work or services to be performed are satisfactorily completed, all of Consultant’s personnel, subcontractors, and equipment have been removed from MTC’s property, and the work or services have been formally accepted. Consultant must notify MTC if any of the above required coverages are non-renewed or cancelled. The failure to procure or maintain required insurance and/or an adequately funded self-insurance program will constitute a material breach of its Agreement with MTC. Prior to commencement of any work hereunder, Consultant shall deliver to MTC Certificates of Insurance verifying the aforementioned coverages. Such certificates shall make reference to all provisions and endorsements referred to above and shall be signed on behalf of the insurer by an authorized representative thereof. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Consultant pursuant hereto, including, but not limited to, liability assumed pursuant to the Indemnification section of its Agreement with MTC.

By signing below you acknowledge and agree to provide the required certificate of insurance providing verification of the minimum insurance requirements listed above within ten (10) business days of MTC’s notice to firm that it wishes to contract with the firm.
Title of Authorizing Official
Name of Authorizing Official
Signature of Authorizing Official
Date

NOTE: If you were unable to check “Yes” for any of the required minimum insurance coverages listed above, a request for exception to the appropriate insurance requirement(s) must be brought to MTC’s attention no later than closing date/time for receipt of requests for modifications/exceptions. If such modifications/exceptions are not brought to MTC’s attention consistent with the provisions of this RFQ, compliance with the insurance requirements will be assumed.

APPENDIX E – IRAN CONTRACTING ACT of 2010

(Public Contract Code Section 2200 et seq.)

Prior to bidding on, submitting a SOQ or executing a contract or renewal for a <CHOOSE ONE> Metropolitan Transportation Commission (MTC), Metropolitan Transportation Commission Service Authority for Freeways and Expressways (MTC SAFE), Bay Area Toll Authority (BATA), Bay Area Headquarters Authority (BAHA), Bay Area Infrastructure Authority (BAIFA), Association of Bay Area Governments (ABAG) contract for goods or services of $1,000,000 or more, a Proposer must either: a) certify it is not on the current list of persons engaged in investment activities in Iran created by the California Department of General Services (“DGS”) pursuant to Public Contract Code section 2203(b) and is not a financial institution extending twenty million dollars ($20,000,000) or more in credit to another person, for 45 days or more, if that other person will use the credit to provide goods or services in the energy sector in Iran and is identified on the current list of persons engaged in investment activities in Iran created by DGS; or b) demonstrate it has been exempted from the certification requirement for that solicitation or contract pursuant to Public Contract Code section 2203(c) or (d).

To comply with this requirement, please insert your Proposer or financial institution name and Federal ID Number (if available) and complete one of the options below. Please note: California law establishes penalties for providing false certifications, including civil penalties equal to the greater of $250,000 or twice the amount of the contract for which the false certification was made; contract termination; and three-year ineligibility to bid on contracts. (Public Contract Code section 2205.)

OPTION #1 - CERTIFICATION

I, the official named below, certify I am duly authorized to execute this certification on behalf of the vendor/financial institution identified below, and the vendor/financial institution identified below is not on the current list of persons engaged in investment activities in Iran created by DGS and is not a financial institution extending twenty million dollars ($20,000,000) or more in credit to another person/vendor, for 45 days or more, if that other person/vendor will use the credit to provide goods or services in the energy sector in Iran and is identified on the current list of persons engaged in investment activities in Iran created by DGS.

Proposer Name/Financial Institution (Printed)	Federal ID Number (or n/a)
By (Authorized Signature)
Printed Name and Title of Person Signing
Date Executed	Executed in

OPTION #2 – EXEMPTION

Pursuant to Public Contract Code sections 2203(c) and (d), a public entity may permit a Proposer/financial institution engaged in investment activities in Iran, on a case-by-case basis, to be eligible for, or to bid on, submit a SOQ for, or enters into or renews, a contract for goods and services.

If you have obtained an exemption from the certification requirement under the Iran Contracting Act, please fill out the information below, and attach documentation demonstrating the exemption approval.

Proposer Name/Financial Institution (Printed)	Federal ID Number (or N/A)
By (Authorized Signature)
Printed Name and Title of Person Signing	Date Executed

APPENDIX F, FEDERAL REQUIREMENTS

Federally-required contract provisions are listed below and in Appendix D, MTC’s Standard Consultant Agreement, in Attachment H and its subparts. In addition, the federal requirements in this Appendix F shall apply to any contract resulting from this RFQ.

Effective July, 2012, the California Department of Transportation (Caltrans) requires recipients of DOT grant funds through Caltrans to impose the following DBE utilization requirements on its consultants and contractors. Consultant’s DBE participation on its Agreement with MTC will assist Caltrans in meeting its federally mandated statewide overall DBE goal.

MTC (BATA / MTC SAFE / BAIFA / BAHA) has established Disadvantaged Business Enterprise (DBE) goal of ____% for any contract entered into as a result of this procurement.

1. TERMS AS USED IN THIS DOCUMENT

The term “Disadvantaged Business Enterprise” or “DBE” means a for-profit small business concern owned and controlled by a socially and economically disadvantaged person(s) as defined in Title 49, Part 26.5, Code of Federal Regulations (CFR).

The term “Agreement” also means “Contract.”

Agency also means the local entity entering into this contract with the Contractor or Consultant.

The term “Small Business” or “SB” is as defined in 49 CFR 26.65.

2. AUTHORITY AND RESPONSIBILITY

A.	DBEs and other Small Businesses are strongly encouraged to participate in the performance of Agreements financed in whole or in part with federal funds (See 49 CFR 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”). The Contractor should ensure that DBEs and other Small Businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The Proposer shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Failure by Consultant to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as MTC (BATA / MTC SAFE / BAIFA / BAHA) deems appropriate.

B.	Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs.

C.	Any subcontract entered into as a result of this contract shall contain all of the provisions of this section.

3. SUBMISSION OF DBE INFORMATION

If there is a DBE goal on the contract, Appendix F-4, “Local Agency Consultant DBE Commitment” form shall be included in the procurement document. The purpose of this form is to collect data required under 49 CFR 26. The form collects all DBE participation information. Even if no DBE participation will be reported, the successful Proposer must execute and return the forms. Appendix F-4 shall be completed by Proposer and included as part of the SOQ submitted in response to this RFQ. In order for a Proposer to be considered responsible and responsive, the Proposer must make good faith efforts to meet the goal established for the contract. If the goal is not met, the Proposer must document adequate good faith efforts. All DBE participation will be counted towards the contract goal, and all DBE participation shall be collected and reported.

4. DBE PARTICIPATION GENERAL INFORMATION

It is the Proposer’s responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department’s DBE program developed pursuant to the regulations. Particular attention is directed to the following:

A.	A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP).

B.	A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company.

C.	A DBE Proposer not proposing as a joint venture with a non-DBE, will be required to document one or a combination of the following:

1. The Proposer is a DBE and will meet the goal by performing work with its own forces.

2. The Proposer will meet the goal through work performed by DBE subcontractors, suppliers or trucking companies.

3. The Proposer, prior to proposing, made adequate good faith efforts to meet the goal.

D.	A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing, and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest.

E.	A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work.

F.	The Proposer shall list only one subcontractor for each portion of work as defined in its SOQ and all DBE subcontractors should be listed in the bid/cost SOQ list of

subcontractors.

G.	A prime contractor who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non-DBE subcontractors.

H.	A DBE firm may be terminated only with prior written approval from MTC (BATA / MTC SAFE / BAIFA / BAHA) and only for the reasons specified in 49 CFR 26.53 (f). Prior to requesting MTC (BATA / MTC SAFE / BAIFA / BAHA) consent for the termination, Consultant must meet the procedural requirements specified in 49 CFR 26.53(f).

5. RESOURCES

A.	The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP. If you believe a firm is certified that cannot be located on the database, please contact the Caltrans Office of Certification toll free number 1-866-810-6346 for assistance.

B.	Access the CUCP database from the Department of Transportation, Civil Rights, Business Enterprise Program web site at: http://www.dot.ca.gov/hq/bep/.

Click on the link in the left menu titled Disadvantaged Business Enterprise

Click on Search for a DBE Firm link

Click on Access to the DBE Query Form located on the first line in the center of the page

Searches can be performed by one or more criteria

Follow instructions on the screen

C.	How to Obtain a List of Certified DBEs without Internet Access: DBE Directory - If you do not have Internet access, Caltrans also publishes a directory of certified DBE firms extracted from the online database. A copy of the directory of certified DBEs may be ordered from the Caltrans Publications Unit at (916) 263-0822, 1900 Royal Oaks Drive, Sacramento, CA 95815-3800.

6. MATERIALS OR SUPPLIES PURCHASED FROM DBES COUNT TOWARDS THE DBE GOAL UNDER THE FOLLOWING CONDITIONS:

A.	If the materials or supplies are obtained from a DBE manufacturer, count 100 percent of the cost of the materials or supplies. A DBE manufacturer is a firm that operates or maintains a factory, or establishment that produces on the premises the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications.

B.	If the materials or supplies purchased from a DBE regular dealer, count 60 percent of the cost of the materials or supplies. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section.

C.	If the person both owns and operates distribution equipment for the products, any

supplementing of regular dealers’ own distribution equipment shall be, by a long-term lease agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers, manufacturers’ representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section.

D.	Materials or supplies purchased from a DBE, that is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services.

7. Final Report

Upon completion of the contract, a summary of these records shall be prepared and submitted on Appendix F-5, Final Report – Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subconsultants”, certified by Consultant or Consultant’s representative and shall be furnished with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in a twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to Consultant when a satisfactory final utilization report is submitted to MTC (BATA / MTC SAFE / BAIFA / BAHA).

APPENDIX F-1, CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS

(Third Party Contracts and Subcontracts over $25,000)

Instructions for Certification:

By signing and submitting this SOQ, the prospective lower tier participant is providing the signed certification set out below.

The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, MTC may pursue available remedies, including suspension and/or debarment.

The prospective lower tier participant shall provide immediate written notice to MTC if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participant,” “persons,” “lower tier covered transaction,” “principal,” “proposal,” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29 or 2 CFR Part 180, as applicable]. You may contact MTC for assistance in obtaining a copy of those regulations.

The prospective lower tier participant agrees by submitting this SOQ that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by MTC.

The prospective lower tier participant further agrees by submitting this SOQ that it will include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List issued by U.S. General Service Administration.

Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which does a prudent person in the ordinary course of business dealings normally possess.

Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, MTC may pursue available remedies including suspension and/or debarment.

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

(1) The prospective lower tier participant certifies, by submission of this SOQ, that neither it nor its “principals” [as defined at 49 CFR Section 29.105(p) or 2 CFR Section 180.995, as applicable] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

(2) When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this SOQ.

Date	(signature of authorized official)
(type/print name and title)

APPENDIX F-2, CERTIFICATION OF RESTRICTIONS ON LOBBYING

I,	hereby certify on behalf of	that:
(name and title of grantee official)	(name of grantee)

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.

If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance is placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Executed this	day of	, 201__.

By:
(signature of authorized official)
(title of authorized official)

APPENDIX F-3, NATIONAL LABOR RELATIONS BOARD CERTIFICATION

I,	hereby certify on behalf of	that:
(name and title of grantee official)	(name of grantee)

In accordance with Public Contract Code Section 10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

Executed this	day of	, 201__.

By:
(signature of authorized official)
(title of authorized official)

APPENDIX F-4, Local Agency Consultant DBE Commitment

EXHIBIT 10-O1 CONSULTANT PROPOSAL DBE COMMITMENT

1. Local Agency:	2. Contract DBE Goal:
3. Project Description:
4. Project Location:
5. Consultant's Name: _______________________________	6. Prime Certified DBE: 

7. Description of Work, Service, or Materials Supplied	8. DBE Certification Number	9. DBE Contact Information	10. DBE %
Local Agency to Complete this Section	11. TOTAL CLAIMED DBE PARTICIPATION	%
17. Local Agency Contract Number:
18. Federal-Aid Project Number:
19. Proposed Contract Execution Date:
Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate.	IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is required. 12. Preparer's Signature 13. Date 14. Preparer's Name 15. Phone 16. Preparer's Title
20. Local Agency Representative's Signature__________________ 21. Date______________________________________________________
22. Local Agency Representative's Name________________ 23. Phone____________________________________________________
24. Local Agency Representative's Title____________________________

DISTRIBUTION: Original – Included with consultant’s proposal to local agency.

ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814.

INSTRUCTIONS – CONSULTANT PROPOSAL DBE COMMITMENT

CONSULTANT SECTION

Local Agency - Enter the name of the local or regional agency that is funding the contract.

Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement.

Project Location - Enter the project location as it appears on the project advertisement.

Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.).

Consultant’s Name - Enter the consultant’s firm name.

Prime Certified DBE - Check box if prime contractor is a certified DBE.

Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant’s own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms.

DBE Certification Number - Enter the DBE’s Certification Identification Number. All DBEs must be certified on the date bids are opened.

DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant’s name and phone number, if the prime is a DBE.

DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation.

Total Claimed DBE Participation % - Enter the total DBE participation claimed. If the total % claimed is less than item “Contract DBE Goal,” an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM).

Preparer’s Signature - The person completing the DBE commitment form on behalf of the consultant’s firm must sign their name.

Date - Enter the date the DBE commitment form is signed by the consultant’s preparer.

Preparer’s Name - Enter the name of the person preparing and signing the consultant’s DBE commitment form.

Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form.

Preparer’s Title - Enter the position/title of the person signing the consultant’s DBE commitment form.

LOCAL AGENCY SECTION

Local Agency Contract Number - Enter the Local Agency contract number or identifier.

Federal-Aid Project Number - Enter the Federal-Aid Project Number.

Proposed Contract Execution Date - Enter the proposed contract execution date.

Local Agency Representative’s Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate.

Date - Enter the date the DBE commitment form is signed by the Local Agency Representative.

Local Agency Representative’s Name - Enter the name of the Local Agency Representative certifying the consultant’s DBE commitment form.

Phone - Enter the area code and phone number of the person signing the consultant’s DBE commitment form.

Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant’s DBE commitment form.

APPENDIX F-5, DBE INFORMATION – GOOD FAITH EFFORTS

Federal-aid Project No. _______________________ Bid Opening Date ___________________

The established a Disadvantaged Business Enterprise (DBE) goal of _____% for this project. The information provided herein shows that a good faith effort was made.

Lowest, second lowest and third lowest bidders shall submit the following information to document adequate good faith efforts. Bidders should submit the following information even if the “Local Agency Bidder DBE Commitment” form indicates that the bidder has met the DBE goal. This will protect the bidder’s eligibility for award of the contract if the administering agency determines that the bidder failed to meet the goal for various reasons, e.g., a DBE firm was not certified at bid opening, or the bidder made a mathematical error.

Submittal of only the “Local Agency Bidder DBE Commitment” form may not provide sufficient documentation to demonstrate that adequate good faith efforts were made.

The following items are listed in the Section entitled “Submission of DBE Commitment” of the Special Provisions:

The names and dates of each publication in which a request for DBE participation for this project was placed by the bidder (please attach copies of advertisements or proofs of publication):

Publications:	Date of Advertisement:

The names and dates of written notices sent to certified DBEs soliciting bids for this project and the dates and methods used for following up initial solicitations to determine with certainty whether the DBEs were interested (please attach copies of solicitations, telephone records, fax confirmations, etc.):

Names of DBEs Solicited:	Date of Initial Solicitation:	Follow Up Methods and Dates:

The items of work which the bidder made available to DBE firms including, where appropriate, any breaking down of the contract work items (including those items normally performed by the bidder with its own forces) into economically feasible units to facilitate DBE participation. It is the bidder's responsibility to demonstrate that sufficient work to facilitate DBE participation was made available to DBE firms.

Item of Work:	Bidder Normally Performs Item (Y/N):	Breakdown of Items:	Amount ($):	Percentage of Contract:

The names, addresses and phone numbers of rejected DBE firms, the reasons for the bidder's rejection of the DBEs, the firms selected for that work (please attach copies of quotes from the firms involved), and the price difference for each DBE if the selected firm is not a DBE:

Names, addresses and phone numbers of rejected DBEs and the reasons for the bidder's rejection of the DBEs:

Names, addresses and phone numbers of firms selected for the work above:

Efforts made to assist interested DBEs in obtaining bonding, lines of credit or insurance, and any technical assistance or information related to the plans, specifications and requirements for the work which was provided to DBEs:

Efforts made to assist interested DBEs in obtaining necessary equipment, supplies, materials or related assistance or services, excluding supplies and equipment the DBE subcontractor purchases or leases from the prime contractor or its affiliate:

The names of agencies, organizations or groups contacted to provide assistance in contacting, recruiting and using DBE firms (please attach copies of requests to agencies and any responses received, i.e., lists, Internet page download, etc.):

Name of Agency/Organization:	Method/Date of Contact:	Results:

Any additional data to support a demonstration of good faith efforts (use additional sheets if necessary):

NOTE: USE ADDITIONAL SHEETS OF PAPER IF NECESSARY.

APPENDIX G, AUDIT AND REVIEW REQUIREMENTS

This section outlines the audit and review process for A&E contracts that at any time use state or federal funds. All proposed A&E contracts and supporting documents are subject to audit or review by Caltrans’ Audits and Investigations (A&I), other state audit organizations, or the federal government. Not all proposed contracts will be audited or reviewed; rather, they will be selected by Caltrans on a risk-based approach.

APPLICABLE STANDARDS

State and federal requirements listed below, as well as specific contract requirements, serve as the standards for audits and reviews performed. MTC consultants, and subconsultants are responsible for complying with state, federal and specific contract requirements. MTC is responsible for determining the eligibility of costs to be reimbursed to consultants. Applicable standards include, but not limited to:

Caltrans Local Assistance Procedures Manual (LAPM);

State and Federal agreements between local agency and Caltrans, i.e. Master Agreements;

Project Program Supplemental Agreements;

23 United States Code (U.S.C.), Part 112 – Letting of Contracts

40 U.S.C., Chapter 11 – the Brooks Act

23 CFR, Chapter 1, Part 172 – Procurement, Management, and Administration of Engineering and Design Related Services;

23 CFR Chapter 1 – Federal Highway Administration, Department of Transportation;

48 CFR, Federal Acquisitions Regulation Systems (FAR), Chapter 1 FAR, Part 31- Contract Cost Principles and Procedures;

48 CFR, Chapter 99 – Cost Accounting Standards, Subpart 9900;

2 CFR Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit;

23 USC, Part 112 – Letting of Contracts;

United States Government Accountability Office, Government Auditing Standards generally accepted government auditing standards (GAGAS);

California Government Code Sections 4525 – 4529; and

Proposed contract terms and conditions.

See section 10.10 “References” of LAPM Chapter 10 available at http://www.dot.ca.gov/hq/LocalPrograms/lam/LAPM/LAPM.pdf for links to above referenced standards.

AUDIT GUIDANCE AVAILABLE

The American Association of State Highway Officials, Uniform Audit & Accounting Guide (AASHTO Uniform Audit & Accounting Guide) or (http://audit.transportation.org/Documents/UAAG-3%20FINAL.pdf), which is referred to frequently in this section, is an invaluable tool to guide local agencies, consultants and certified public accountants (CPAs) through the requirements for establishing, and audits of, FAR compliant indirect cost rates (ICRs). The AASHTO Uniform Audit & Accounting Guide is used extensively as an industry guide in the audit and review process.

MTC may seek financial and accounting assistance from its own internal audit staff.

The Consultant may also seek professional guidance in selecting its independent CPA. See also the AASHTO Uniform Audit & Accounting Guide, Ch 2.5 C. Selection of the CPA Firm as Overhead Auditor for guidance in the selection process.

Training is also offered by FHWA’s National Highway Institute (see

http://www.nhi.fhwa.dot.gov/default.aspx). Courses offered include:

Using the AASHTO Uniform Audit & Accounting Guide for the Procurement and Administration of A&E Contracts (FHWA-NHI-231028)

Using the AASHTO Uniform Audit & Accounting Guide for the Development of A&E Consultant Indirect Cost Rates (FHWA-NHI-231029)

Using the AASHTO Uniform Audit & Accounting Guide for the Auditing and Oversight of A&E Consultant Indirect Cost Rates (FHWA-NHI-231030)

CONTRACTS AND CONSULTANTS SELECTED FOR AUDIT OR REVIEW

All consultants, including prime and subconsultants, on a proposed contract with a dollar value greater than $150K are subject to a financial review of the ICR by A&I. The financial documents required are detailed in the Exhibit 10-A, A&E Consultant Financial Review Request Letter and Exhibit 10-A Checklist and are detailed below. A&I will review the ICR financial documents to either accept, adjust, or reject the rate prior to contract execution using a risk-based approach as dictated by factors that include but are not limited to:

History of satisfactory performance and professional reputation of consultant;

Prior FAR compliant history and audit frequency;

Financial stability;

Conformance to terms and conditions of previous contracts;

General responsiveness and responsibility;

The approximate dollar amount of all A&E contracts awarded to the consultant by Caltrans or a local agency in California within the last three calendar years;

The number of states in which the consultant does business;

The type and complexity of the consultant’s accounting system;

The relevant professional experience of any CPA performing audits of the consultants indirect cost rate;

Assessment of consultant’s internal control. Responses to internal control questionnaire, see AASHTO Audit Guide, Appendix B; and

Stability of organizational staffing.

For ICRs that have been adjusted or rejected by A&I, the consultant must provide a revised cost proposal that reflects the adjusted or excluded indirect costs.

(The following AUDIT CLAUSE must be inserted into all contracts of $150,000 or greater)

CONSULTANT and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the contract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The contract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of contract terms and cause for termination of the contract and disallowance of prior reimbursed costs.

(The following AUDIT CLAUSE must be inserted into all contracts of $3,500,000 or greater)

CONSULTANT Cost Proposal is subject to a CPA ICR Audit Work Paper Review by Caltrans’ Audit and Investigation (Caltrans). Caltrans, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the contract terms and cause for termination of the contract and disallowance of prior reimbursed costs.

1.	During a Caltrans’ review of the ICR audit work papers created by the CONSULTANT’s independent CPA, Caltrans will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If Caltrans identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at a provisional ICR until a FAR compliant ICR {e.g. 48 CFR, part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials Audit Guide; and other applicable procedures and guidelines}is received and approved by A&I. Provisional rates will be as follows:

a.	If the proposed rate is less than 150% - the provisional rate reimbursed will be 90% of the proposed rate.

b.	If the proposed rate is between 150% and 200% - the provisional rate will be 85% of the proposed rate.

c.	If the proposed rate is greater than 200% - the provisional rate will be 75% of the proposed rate.

2.	If Caltrans is unable to issue a cognizant letter per paragraph E.1. above, Caltrans may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. Caltrans will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3.	If the CONSULTANT fails to comply with the provisions of this Section E, or if Caltrans is still unable to issue a cognizant approval letter after the revised independent CPA-audited ICR is submitted, overhead cost reimbursement will be limited to the provisional ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this provisional ICR will become the actual and final ICR for reimbursement purposes under this contract.

4.	CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) Caltrans approves or rejects the original or revised independent CPA-audited ICR; (2) all work under this contract has been completed to the satisfaction of LOCAL GAENCY; and, (3) Caltrans has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICETO local agency no later than 60 days after occurrence of the last of these items.

The provisional ICR will apply to this contract and all other contracts executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

SUBCONSULTANT IMPACTS

Subconsultants are required to follow all the state, federal and contract requirements outlined above in Standards that Apply. In addition, all subconsultants are required to:

Certify their contract costs and financial management system (Exhibit 10-K “Consultant Certification of Contract Costs and Financial Management System”) when the total contract between the prime consultant and the local agency is $150K or more. (23 U.S.C. 112(b)(2)(B)). Reminder: The contract is between the local agency and the prime consultant. Subconsultants, as parties to the contract, must also adhere to this requirement.

Use the accrual basis of accounting when developing their ICRs.

Have an adequate job costing system.

COGNIZANT LETTERS OF APPROVAL

“Cognizant” audits and reviews have been developed to assign primary responsibility for an ICR audit to a single entity (the “cognizant agency”) to avoid duplication of audit work performed in accordance with GAS. The objective of these audits and reviews is to obtain reasonable assurance that claimed costs are in accordance with the FAR cost principles. A cognizant agency may be the home state Department of Transportation (DOT) (the state where the consultant’s financial records are located), a federal agency, or a non-home state DOT to whom the home state has transferred cognizance. When providing cognizant ICR approval the cognizant agency may either perform an ICR audit themselves, or they may review and rely on the work/workpapers related to an ICR audit performed by a CPA. The desired outcome of a cognizant audit or CPA Workpaper Review is for the “cognizant agency” to issue a Cognizant Letter of Approval so that the ICR can be relied upon on future contracts with the consultant for a given year and for reliance by other state agencies using the same consultant.

A&I will accept a Consultant’s cognizant approved ICR for the applicable one-year accounting period, if rates are not under dispute. The Consultant is responsible for providing documentation of its cognizant approved ICR and Cognizant Letter of Approval.

MOST COMMON AUDITS AND REVIEWS TO BE PERFORMED

An audit, as defined in 23 CFR 172.3, is defined as a formal examination, in accordance with professional standards of a consultant’s accounting systems, incurred cost records, and other cost presentations to test the reasonableness, allow ability, and allocability of costs in accordance with the Federal cost principles (as specified in 48 CFR part 31.) AASHTO Audit Guide Chapter 1.3 defines an audit as a formal examination, in accordance with professional standards, of accounting systems, incurred cost records, and other cost presentations to verify their reasonableness, allowability, and allocability for negotiating agreement fees and for determining allowable costs to be charged to government contracts. Audit objectives include the identification and evaluation of all activities that contribute to, or have an impact on, proposed or incurred costs related to government contracts.

Indirect Cost Rate (ICR) AUDITS

During an ICR audit, the auditors (A&I or independent CPAs) will examine the consultant’s proposed ICR for the applicable one-year accounting period on the proposed contract to ensure that unallowable costs have been removed from the indirect costs, that allowable costs have been correctly measured and properly charged and allocated, and that the ICR has been developed in accordance with the Federal cost principles (as specified in 23 U.S.C. Section 112(b)(2)(B), 23 CFR Part 172.11, 48 CFR Part 31 and other FAR and State requirements. As a result of the audit, the local agency will work with the consultant to adjust the ICR and contract costs, if applicable, where disallowed costs are identified based on audit recommendations.

For guidance regarding the existing policies and procedures set forth in the federal regulations, and acceptable ICR schedules, refer to the AASHTO Audit Guide, Chapter 5, and Figure 10-3 Standard Indirect Cost Rate Schedule in this Chapter. The review program in the AASHTO Audit Guide, Appendix A, should be used as a guide in performing ICR audits. This review program is used for reviews of CPA audited ICR workpapers.

CPA AUDITED ICR WORKPAPER REVIEWS

During a workpaper review of a CPA audit of an ICR, A&I will review the CPA’s audit workpapers to determine whether it is appropriate to issue a Cognizant Letter of Approval or accept the ICR. The CPA Workpaper Review is conducted to determine whether: (a) the CPA’s audit of the ICR was conducted in accordance with generally accepted government auditing standards (GAGAS), (b) the CPA adequately considered the auditee’s compliance with the Federal cost principles and related federal and state laws and regulations, and (c) the audit report format and contents are acceptable. Figure 10-3 Standard Indirect Cost Rate Schedule provided at the end of this chapter provides required format and contents. Chapter 11 of the AASHTO Audit Guide provides information for the audit and required disclosures. CPAs are required to furnish copies of their workpapers as requested. A CPA Workpaper Review may apply to all contracts selected for review. The outcome of the CPA Workpaper Review is a Cognizant Letter of Approval or Caltrans Acceptance of ICR. The review program in the AASHTO Audit Guide, Appendix A, is used in performing CPA Workpaper Reviews.

IMPORTANT NOTE FOR CPAs: Contracts receiving state or federal funds are highly scrutinized. Materiality levels tend to be lower and more testing is required. GAGAS provides that auditors may find it appropriate to use lower materiality levels as compared with the materiality levels used in non-GAGAS audits because of the public accountability of government entities and entities receiving government funding, various legal and regulatory requirements, and the visibility and sensitivity of government programs. Use of the AASHTO Audit Guide should be used as a tool for performing audits and attestations of A&E firms.

OTHER AUDITS AND REVIEWS THAT MAY BE PERFORMED

CONTRACT AUDITS AND REVIEWS

During a Contract Audit or Review, auditors will review contracts and the Consultants’ financial management system to determine if:

The Consultants’ accounting system is adequate to accumulate and segregate costs;

Proposed costs are reasonable;

The contract contains all necessary fiscal provisions and the provisions are sufficient in content;

Proper state and federal procurement requirements were followed;

Direct labor costs are compliant;

Other audits/reviews of the contract is necessary.

RISK ASSESSMENTS

During a Risk Assessment, auditors may require an ICQ and certification of the ICRs and may perform a certain level of analytical reviews of the ICRs. They may review the contract provisions, ICQ, ICR, and/or cost proposal(s) to determine if:

The required fiscal provisions are in the proposed contract;

The ICR and/or cost proposal(s) are mathematically accurate and in the proper format;

The ICR and/or cost proposal(s) contain questionable costs.

INCURRED COST AUDITS

During an Incurred Cost Audit, auditors will review contracts to determine if costs claimed are:

Adequately supported;

Reasonable in nature;

Allowable, allocable, and reasonable;

In compliance with state and federal laws and regulations;

In compliance with the fiscal provisions stipulated in the contract.

FINANCIAL MANAGEMENT SYSTEM REVIEW

During a Financial Management System Review auditors will determine whether:

The accrual basis of accounting was used to prepare the ICR;

There is a job cost accounting system adequate to accumulate and segregate allocable and allowable project costs;

The consultant complied with 49 CFR, Part 18.20, Standards for Financial Management Systems.

REQUIREMENTS FOR A CONFORMANCE LETTER

A complete packet is required to begin a conformance review. See the information below and the subsequent table for more information on the requirement for a conformance letter.

Requirements for a Conformance Letter are dictated by five (5) categories as described below:

Category 1: Consultants with a Cognizant Approval Letter for the Indirect Cost Rate (ICR) for the Fiscal Year End proposed submit the following:

Cost Proposals from all selected Prime and subconsultants. (Examples at Exhibits 10-H1 through 10-H4)

Cognizant Approval Letter for FYE proposed, issued by cognizant state (Based on Location of Accounting Records as stated on AASHTO ICQ)

Consultant Annual Certification of Indirect Costs and Financial Management System (Exhibit 10-K). (If already submitted for the fiscal year, provide only a copy)

Local Agency and Consultant's Point of Contacts

Prevailing Wage (PW) Policy for PW contracts

Category 2: Consultant with Caltrans Acceptance Identification (ID) Number for ICR FYE proposed will submit the following:

Cost Proposals from all selected Prime and subconsultants. (Examples at Exhibits 10-H1 through 10-H4)

Caltrans’ ICR Acceptance ID(s) for FYE ICR proposed, as listed below:

Consultant’s Name	ICR FYE Accepted	Acceptance ID #s

Consultant’s Name	Participation Amount	Category 1, 2, 3, 4, or 5?

Note: add pages if necessary.

Local Agency and Consultant's Point of Contacts Prevailing Wage (PW) Policy for PW contracts*

Category 3: Consultant requesting a Safe Harbor Rate (SHR), will submit the following:

Cost Proposals (Examples at Exhibit 10-H1 through 10-H4)

Local Agency and Consultant's Point of Contacts Prevailing Wage (PW) Policy for PW contracts*

Safe Harbor Rate Consultant Certification of Eligibility Contract Costs and Financial Management System (Attachment 1R). Firms using SHR can be reimbursed for the prevailing wage deltas either as an Other Direct Cost or as an Overhead/Indirect Cost - refer to A&I's PW Interpretive Guidance on www.dot.ca.gov/audits.

Questionnaire for Evaluating Consultant’s Financial Management System (Attachment 2R)

Here is a list of consultants that are requesting use of the Safe Harbor Rate:

___________________________________________________________________

___________________________________________________________________

___________________________________________________________________

___________________________________________________________________

Category 4: For contract amounts greater than or equal to $150,000 but less than $1,000,000 with participating amount greater than or equal to $150,000, Consultant will submit the following for all prime and subconsultants on this contract:

Cost Proposals from all selected Prime and subconsultants. (Examples at Exhibits 10-H1 through 10-H4)

Consultant Annual Certification of Indirect Costs and Financial Management System (Exhibit 10-K) (If already submitted for the fiscal year, provide only a copy)

Local Agency and Consultant's Point of Contacts

FAR Compliant Indirect Cost Rate (ICR) Schedule including FAR References and Disclosure Note. **FAR Compliant ICR schedule includes FAR References and Disclosure Notes. If the Disclosure Notes are not provided, A&I will provide a first year waiver of this requirement; however, the note will be required on future fiscal year ICR schedules. See AASHTO Guide Chapter 5, 8, and 11 for references. The fiscal year-end’s indirect cost rate (ICR) to be applied to the Agreement is based on the submission package received by A&I. For financial document package received between January 1, 2018 and June 30, 2018, the FYE ICR of 2016 must be submitted or the FYE 2017 ICR if available. If the financial document package received date is between July 1, 2018 and December 31, 2018, the 2017 ICR must be submitted.

AASHTO Internal Control Questionnaire (ICQ), see Appendix G-2 below.

Prevailing Wage (PW) Policy for PW contracts*

Category 5: For contract amounts greater than or equal to $1,000,000, Consultant will submit the following for all prime and subconsultants on this contract:

Cost Proposals from all selected Prime and subconsultants. (Examples at Exhibits 10-H1 through 10-H4)

Consultant Annual Certification of Indirect Costs and Financial Management System (Exhibit 10-K) (If already submitted for the fiscal year, provide only a copy)

Local Agency and Consultant's Point of Contacts

FAR Compliant Indirect Cost Rate (ICR) Schedule including FAR References and Disclosure Note **(Prime Consultant must have a CPA Audited ICR Report if contract is ≥ $1M, regardless of Prime Consultant's participation amount).

Prior year Indirect Cost Rate (ICR) Schedule

AASHTO Internal Control Questionnaire (ICQ) see Appendix G-2 below.

Post-Closing Trial Balance. (Accounts and balances must match costs proposed on the FAR Compliant ICR schedule, as per 48 CFR Part 31)

Vacation/Sick Policy Bonus Policy

Executive Compensation Analysis (ECA). (Accounts and balances must match costs proposed on the FAR Compliant ICR schedule, as per 48 CFR Part 31)

Prevailing Wage (PW) Policy for PW contracts*

*PW contracts require written PW Policy. It must be on the company’s letterhead, signed, and dated by company's official to show accounting methods used on delta base and delta fringe - refer to A&I's PW Interpretive Guidance on www.dot.ca.gov/audits.

A Conformance Letter will be issued within 30 business days of receipt of a complete packet.

Contracts cannot be executed until the Conformance Letter is issued and noted deficiencies that address requirements, are corrected. Corrected deficiencies, however, do NOT need to be cleared through A&I before executing the contract. Any supporting documentation addressing Conformance Letter deficiencies along with the executed contract shall be retained in the project file.

A&I email address:	conformance.review@dot.ca.gov

A&I mailing address:	Department of Transportation

Independent Office of Audits and Investigations,

Attention: External Audit Manager

P.O. Box 942874

Sacramento, CA 94274-0001

APPENDIX G-1, CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM

EXHIBIT 10-K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM

(Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of DLA-OB 13-07 - Safe Harbor Indirect Cost Rate for Consultant Contracts found at http://www.dot.ca.gov/hq/LocalPrograms/DLA_OB/DLA_OB.htm in lieu of this form.)

Certification of Final Indirect Costs:

Consultant Firm Name:

Indirect Cost Rate:	for fiscal period	______________________

*Fiscal period covered for Indirect Cost Rate developed (not the contract period).

Local Government:

Contract Number:	Project Number:	____________________

I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief:

All costs included in this proposal to establish final Indirect Cost Rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48, Code of Federal Regulations (CFR), Part 31.

This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR, Part 31.

All known material transactions or events that have occurred affecting the firm’s ownership, organization, and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above.

Certification of Financial Management System:

I, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of Title 49, CFR, Part 18.20 to the extent applicable to Consultant.

Certification of Dollar Amount for all A&E Contracts:

I, the undersigned, certify that the approximate dollar amount of all A&E contracts awarded by Caltrans or a California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies is $_________and the number of states in which the firm does business is___________.

Certification of Direct Costs:

I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are reasonable, allowable and allocable to the contract in accordance with the cost principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be:

Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgated by the Cost Accounting Standards Board (when applicable).

Compliant with the terms of the contract and is incurred specifically for the contract.

Not prohibited by 23 CFR, Chapter 1, Part 172 – Administration of Engineering and Design Related Service Contracts to the extent requirements are applicable to Consultant.

All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files.

Subconsultants (if applicable)

Proposed Contract Amount (or amount not to exceed if on-call contract): $

Prime Consultants (if applicable)

Proposed Total Contract Amount (or amount not to exceed if on-call contract): $ ________

Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary):

$

$

$

$

$

Consultant Certifying (Print Name and Title):

Name: _______________________________________________________________

Title: ________________________________________________________________

Consultant Certification Signature **: ______________________________________

Date of Certification (mm/dd/yyyy):

Consultant Contact Information:

Email:

Phone number:

**An individual executive or financial officer of the consultant’s organization at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract.

Note: Per 23 U.S.C. 112(b)(2)(B), Subconsultants must comply with the FAR Cost Principles contained in 48 CFR, Part 31.

23 CFR Part 172.3 Definitions state: Consultant means the individual or firm providing engineering and design related services as a party to the contract. Therefore, subconsultants as parties of a contract must complete a certification and send originals to A&I and keep copies in Local Agency Project Files.

Distribution: 1) Original to Caltrans Audits and Investigations

2) Retained in Local Agency Project Files

APPENDIX G-2, e.	AASHTO Internal Control Questionnaire (ICQ)

Internal Control Questionnaire (ICQ) for Consulting Engineers

Name of Engineering Consultant (“the Company”):

TIN (Taxpayer Identification Number):

Headquarters Address:

Company Website:

Fiscal Year End:

This ICQ was prepared for (DOT/agency name):

Time Period Covered:

Location of Accounting Records:

- Please include the following items as attachments to this ICQ:

FAR Part 31 Overhead Audit Report for most recent fiscal year, including audited Statement of Direct Labor, Fringe Benefits, and General Overhead (hereinafter “Indirect Cost Rate Schedule”) and related reconciliation to the financial statements.

Cognizant audit report or cognizant letter of concurrence from the cognizant Government agency.
Check here if not applicable:

Post-closing trial balance and financial statements (balance sheet, income statement, and statement of cash flows) for the most recent fiscal year. (Note: If the indirect cost rate schedule does not directly tie to the trial balance, then please provide a supplemental reconciliation schedule.)

Current chart of accounts that ties to financial statements and indirect cost rate schedule.

Independent Auditor’s Report on financial statements and accompanying management letter.
Check here if not applicable:

Sample timesheet.

The Company’s policies for vacation and sick leave.

The Company’s bonus policy.

Other written policies, as requested throughout this ICQ.

Note: Throughout this ICQ, all references to “AASHTO Guide” pertain to the 2016 Edition of the AASHTO Uniform Audit & Accounting Guide.

- Please identify the Company’s primary contact for accounting questions:

Name:

Title:

Phone Number:

E-mail Address:

Mailing address (if different than headquarters address listed above):

A. Background Information

A.1. Year Established. When was the Company formed?

A.2. Business Form. What form of business entity is the Company?

Sole Proprietorship Partnership C Corporation S Corporation

Other

A.3. Parent/Subsidiary. Is the Company a subsidiary of any other company?

Yes	If “yes,” please explain:

No

A.4. Common Ownership. Does the Company own or control any other company or legal entity (e.g., trust or foundation) through common ownership? (See AASHTO Guide Section 8.23.B for details.)

Yes	If “yes,” please explain:

No

A.5. Ownership. Please list the stockholders, partners, or other owners with greater than five percent ownership of the Company and their respective percentages of ownership.

Table 1: Company Ownership

Name	Title	Ownership Percentage
%
%
%
%
%
%
%
%
%
%
%
%

A.6. Services Provided. What types of services does the Company provide? (e.g., consultant–Architectural and Engineering Design)

a.

b.

c.

d.

A.7. Locations. How many offices does the Company operate, and where are these offices located?

a. Number:

b. Locations:

A.8. Number of Employees. How many employees (including managers and principals) does the Company currently employ?

a. Full time: b. Part time:

- Has this number changed in the past one-year period?

No Yes. If “yes,” please explain:

A.9. Revenue Sources.

1. For most recent fiscal year, what percentage of the Company’s revenue was generated from each of the following?

a. State government: %	c. Local government: %

b. Federal government: %	d. Commercial/private: %

2. Please specify all revenues earned as either a prime consultant or subconsultant:

a. Revenues from Government Projects:	$

b. Revenues Other Customers:	$

Total Company Gross Revenue:	$

A.10. Contract Mix. What percentage of the Company’s revenue was generated from each of the following contract types?

a. Lump sum: %	c. Cost plus (time and materials): %

b. Cost plus fixed fee: %	d. Other: % Please explain “Other.”

B. Accounting: General Background

B.1. Fiscal Period. Has the Company used the same fiscal reporting period for the past two years?

Yes No

B.2. Accounting Method/Basis. What basis of accounting does the Company use to prepare general purpose financial statements?

Cash Accrual Hybrid. Please explain “Hybrid.”

- Was the same basis of accounting also used to prepare the firm’s indirect cost rate schedule?

Yes No. Please explain:

B.3. Accounting Policies. Does the Company have written accounting policies that address the following topics?

(If “yes,” please provide a copy.)	Yes No

Accounting system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Billing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cost estimating/allowability. . . . . . . . . . . . . . . . . . . . . . . . . . . .

Recording time worked/timesheet preparation . . . . . . . . . . . . .

Fringe benefits/leave time . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Recording overtime . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Compliance with FAR Part 31(†) and applicable CAS . . . . . . . .

Recording direct and indirect costs . . . . . . . . . . . . . . . . . . . . . .

Overhead/indirect cost rate development . . . . . . . . . . . . . . . . .

Billing rate development . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(†) FAR Part 31 is codified at 48 CFR Part 31, which is available at https://www.acquisition.gov/far/html/FARTOCP31.html.

B.4. Preparing the Indirect Cost Schedule. How frequently does the Company prepare an indirect cost rate schedule to determine costs eligible for reimbursement per FAR Part 31?

Annually	Other (please specify):

- Was the most recent schedule prepared by the Company or by another entity instead (e.g., CPA firm)?

Prepared by:	Internal staff	External party (specify):

- Period covered by most recent indirect cost schedule:

One-year period ended December 31, 20

Other (please specify):

B.5. Fraud, Abuse, and Contract Violations. Is the Company’s management aware of any material instances of fraud, illegal acts, abuse, or violations of contracts provisions or grant agreements?

No	Yes. If “yes,” please explain:

B.6. Knowledge of FAR Part 31. Are appropriate personnel within the Company familiar with FAR Part 31?

Yes No. If “no,” please explain:

B.7. Audits/Examinations. Within the past three years, has a CPA or governmental agency performed an independent audit, review, attestation, or compilation of the Company’s financial data or any phase of the Company’s operations?

No Yes. If “yes,” please complete the following (if applicable):

a. Financial Statements: Audit Review Compilation Other (please specify):

Name of CPA or Agency:

Contact:

Period Covered:

b. Overhead Rate: Audit Review Compilation Other (please specify):

- Was the overhead rate calculated in accordance with FAR Part 31? Yes No

Name of CPA or Agency:

Contact:

Period Covered:

c. Project Audits: Audit Review Compilation Other (please specify):

Name of CPA or Agency:

Contact:

Period Covered:

C. Accounting System(s)

C.1. Accounting Software. What type of accounting software does the Company use?

Internally-developed system.	Commercial system. Name of vendor:

Hybrid system. Please explain:

- Please describe any significant manual procedures used outside of the automated accounting system to record transactions:

C.2. Job Costing. Does the Company have a job-cost accounting system? Yes No

If “no,” please explain what type of system is used to determine project costs:

C.3. Integration. Does the accounting general ledger interface with the job-cost ledger?

Yes No N/A (no job-cost ledger used)

Are billings prepared from, or reconciled to, reports generated from the Company’s job-cost system?

Yes No. Please explain:

b. Describe any manual procedures that occur outside of the automated accounting system to prepare
billing packages.

C.4. Accounting Records. Which of the following types of records does the Company maintain to support financial transactions?

Yes	No

a. General ledger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

b. Cash disbursements journal . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c. Cash receipts journal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d. Job/Project-cost ledger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e. Labor distribution reports . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f. Employee expense reports . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g. Payroll registers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

C.5. Direct and Indirect Expenses. Does the general ledger contain separate direct and indirect accounts for the following?

Labor costs	Yes	No

Non-labor expenses	Yes	No

If “no,” please explain:

C.6. Exclusion of Unallowable Costs. Does the Company have a system in place to identify and remove from the indirect cost pools all unallowable costs, in accordance with per FAR Part 31 and applicable Cost Accounting Standards? (See AASHTO Guide, Sections 2.2, 4.4, 5.2, 5.5, and 6.3.)

No. Please explain:

Yes. If “yes,” please answer a through c, below.

a. Please provide details about the system.

b. How are appropriate personnel trained to distinguish between allowable and unallowable costs?

c. When does the primary review for allowability occur—at time the transaction is recorded, or later?

C.7. Divisions/Cost Centers. Does the Company have more than one division/cost center?

No	Yes

- If “yes,” are separate ledgers maintained for each? Yes No

Comment:

C.8. Reconciliations.

a. Does the Company reconcile the financial accounting system to the job-cost system?

N/A (no job-cost ledger used).

No. Please explain:
Check here if systems are integrated:

Yes. If “yes,” how often? (Check all that apply.) Monthly Quarterly Semi-annually Annually

Comment:

b. How frequently are bank statements reconciled? Who performs this process?

C.9. Budgeting. Does the Company use a budgeting system for project planning and oversight?

Yes	No

Comment:

- If “yes,” does the Company prepare variance reports to compare budgeted amounts to actual amounts on projects, and are the reports distributed to appropriate management personnel?

Yes	No. If “no,” please explain:

C.10. Cost Allocation. Does the Company use cost allocation methods consistently for all contracts, including commercial contracts as well as for State and Federal government contracts?
(See AASHTO Guide, Sections 5.3 and 10.5.)

Yes	No. If “no,” please explain:

C.11. Allocation Base(s). When computing indirect cost rates, the Company uses—

a single base for cost allocation.	Description of base:

multiple bases for cost allocation.	Description of bases:

(See AASHTO Guide Section 4.7 for a discussion of common allocation bases for indirect costs.)

C.12. Field Offices. Does the Company have field offices? (See AASHTO Guide Section 5.6.)

No

Yes. If “yes,”

a. Are separate indirect cost rates used for the home office and field offices?

Yes	No

Please explain:

b. If home office and field office indirect cost rates are computed, are they presented consistently to
all State DOTs?

Yes	No. If “no,” please explain:

Please check here if not applicable:

C.13. Project-Specific Indirect Cost Rate(s). Does the Company have any special, project-specific indirect cost rates negotiated with a State DOT?

No Yes. If “yes,” please explain, and list the States that use these rates:

D. Information Technology (IT) Systems

D.1. IT Policies. Does the firm have written IT system policies concerning the following topics?
(If “yes,” please provide a copy.)

Hardware/Software	Yes	No

Purchasing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . .

Use of In-house and off-site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Addition and removal/retirement/disposition of . . . . . . . . . . . . . . . . . . .

Business Continuation Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Security Protocol . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Activation and deactivation of employees upon hiring or termination. . . . . . . . .

D.2. IT Risk Assessment. Has the Company’s management conducted an IT system risk assessment within the past three years?

Yes No

D.3. IT Security Review. Are system security and application access logs enabled and reviewed periodically?

Yes No

Comment:

D.4. IT Electronic Data Safeguards. If documents are retained in electronic format, are they stored in a format that cannot easily be modified, removed, or replaced, and does a mechanism/audit trail exist to track all such events?

Yes No

Comment:

E. Accounting – Payroll and Timekeeping

E.1. Payroll Service. Does the Company use an external payroll service?

No Yes. If “yes,” please specify:

E.2. Pay Cycle. What is the Company’s standard pay cycle?

Bi-weekly Monthly 1st & 15th Other (please specify):

If the Company uses more than one pay cycle, please explain:

E.3. Payroll Register. Does the payroll register include the following data?

Yes	No

Employee Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Employee ID number. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gross pay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . .

Payroll deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net pay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Check amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Hourly rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Pay period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Normal hours for pay period . . . . . . . . . . . . . . . . . . . . . . . . . . .

Overtime hours for pay period . . . . . . . . . . . . . . . . . . . . . . . . . .

Comments:

E.4. Timekeeping System.

a. Does the Company use an electronic timekeeping system?

Yes No

- If “yes,” please provide an explanation of its operation, or provide system documentation:

b. Are all employees, including managers and owners/principals, responsible for signing their own timesheets?

Yes No

If “no,” please explain:

c. Are all employee timesheets approved by supervisors?

Yes No

If “no,” please explain:

d. Is there a certification and approval process required for all time worked by owners and principals?

Yes No

If “no,” then how is time accounted for and billed to projects?

e. How are timesheet coding errors detected and corrected?

f. How do timesheets identify work performed outside an agreement’s original scope of services?

F. Labor Cost Accumulation

F.1. Direct & Indirect Labor. Do the Company’s timesheets include reporting codes for both direct and indirect hours? (See AASHTO Guide, Chapter 6.)

Yes No

- If “yes,” do all employees, including managers and principals, record direct and indirect time on their
timesheets?

- If “no,” then please explain the method used to segregate direct and indirect labor hours.

F.2. Work Week. Please list the Company’s normal hours of business operation (normal work week):

F.3. Uncompensated Overtime (see AASHTO Guide, Section 5.4). Does the Company record all hours worked by all employees, including managers and principals, regardless of whether the employees are exempt from overtime pay or whether all direct labor hours are billed to specific contracts?

No. If “no,” please explain:

Yes. If “yes,” which of the following methods does the Company use to account for uncompensated overtime—the hours worked without additional compensation in excess of an average of 40 hours per week by direct-charge employees who are exempt from the Fair Labor Standards Act?

Effective Rate Method. Please explain:

Salary Variance Method. Please explain. (E.g., What was the total dollar amount of
the salary/payroll variance for the year?): $

Other. Please explain:

F.4. Contract Modifications/Time Tracking. How does the Company segregate work performed under a basic agreement/contract from work performed for contract changes/modifications?

G. Labor Billings and Project Costing

G.1. Billing Rates. Please describe how billing rates are determined, or attach the Company’s billing-rate policy.

Description:

Billing-rate policy attached.

G.2. Premium Overtime. Does the Company pay overtime at a premium to any employees? Yes No

- If “yes,”

a. What premium rate is paid, and what categories of employees are eligible for this rate?

Time-and-a-half for all non-exempt employees.

Other. Please explain:

b. How is the overtime premium accounted for and billed?

As part of direct labor, and overhead is applied.

As an Other Direct Cost (no overhead applied).

As an indirect labor cost (included in the indirect cost rate).

Other. Please explain:

G.3. Allocation of Overtime Costs. Are overtime costs allocated to contracts consistently, regardless of the type of contract (lump sum versus actual cost) or customer (government versus commercial)?

Yes No. If “no,” please explain:

G.4. Cost Allocation versus Billing. If the Company pays a principal or an employee at a rate in excess of a contract’s maximum hourly labor rate, where will the excess cost be allocated/charged?

G.5. Contract/Purchased Labor. Does the Company invoice/bill contract labor directly to any customers?

Yes No N/A

- If “yes,” please complete the following: Contract labor is billed—

As part of direct labor, and overhead is applied.

As an Other Direct Cost (no overhead applied).

Other. Please explain:

H. Expense Accumulation and Billing

H.1. Nonsalary Direct Costs (Other Direct Costs). Besides labor, what type of costs does the Company normally bill/invoice as direct expenses?

H.2. Credits Associated with Direct Costs. Is the indirect cost pool relieved/reduced for credits/reimbursements received for direct costs?

Yes No. If “no,” please explain:

H.3. Design/Build Stipends. Has the Company received a stipend from any State DOT in connection with design/build efforts?

Yes	No

- If “yes,” please explain how the Company accounted for the stipend in the accounting
system:

H.4. Classification of Cost Items. How are the following cost items accounted for and billed?
(Check both “D” and “I,” if applicable.)

(D = Direct; I = Indirect; N/A = not applicable)	D	I	N/A

Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Computer Assisted Design and Drafting (CADD) . . . . . . . . . . . . . . . . .

Computer (non-CADD) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Telephone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Printing / Reproduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Postage

Lab

Drilling

Travel and Subsistence

GPS and/or Nuclear Density Meters

Other (list if significant)

H.5. Nonbillable Costs. Describe the accounting treatment for direct costs not billable to clients. (Where/how are these costs recorded?)

H.6. Authorization. How does the Company ensure that costs are not billed to Government projects prior to proper authorization?

H.7. Vehicle Expenses. Does the Company provide vehicles to employees for business purposes?

Yes No

If “yes,” are the vehicles leased or owned?

Leased Owned

Identify the total number of vehicles owned or leased by the company.

Leased Owned

Are mileage logs maintained for all vehicles? If “no,” please explain below.

Yes No

Explanation:

Is mileage separated by direct and indirect classifications, and is mileage incurred in connection with unallowable activities tracked? Yes No

Explanation:

e. What recovery/billing rate is used for Company vehicle mileage reimbursement?

$ per mile.

Explanation:

f. How was the rate developed?

H.8. Computer Expenses. Are the Company’s computer expenses incurred as a result of (select one):

Outside Services?	Company ownership?	Both?

Does the Company compute a charge rate for computers?	Yes No

- If “yes,” what is the rate?

- How was the rate developed?

Is computer usage segregated by direct and indirect classifications?	Yes No

Are computer usage logs maintained and coded by job/project?	Yes No

H.9. Printing and Reproduction Costs. How are printing and reproduction expenses treated?

- In House:	Direct cost Indirect cost Combination of direct and indirect

- Outside vendor: Direct cost Indirect cost Combination of direct and indirect

If you marked “combination of both,” please explain:

For in-house services, are usage logs maintained and coded by job/project?

Yes No

Is usage segregated by direct and indirect classifications?

Yes No

If these costs are incurred through the use of an outside vendor, are the invoices coded by job/project when received?

Yes No

H.10. Telephone Costs. How is the expense for telephone service recorded and billed?

Direct cost Indirect cost Combination of direct and indirect

If you marked “combination of direct and indirect,” please explain below:

- Does the Company maintain a telephone log to record toll calls? Yes No

- Are the calls job-coded by direct and indirect classifications?	Yes No

H.11. Activities Ineligible for Cost Reimbursement. Did any of the Company’s employees engage in activities for lobbying, advertising, public relations, charity, and/or entertainment?

- If “yes,” please list the employees who engaged in these activities, and describe how the associated costs
were tracked and accounted for in relation to the submitted indirect cost rate.

Table 2: Unallowable Activities

Employee Name or ID & Title/Classification:	Activities:	Accounting Treatment:

I. Compensation for Owners and Employees

I.1. Bonuses.

Did the Company pay, or accrue for, bonuses earned by owners or employees during the period covered by the latest indirect cost rate schedule?

Yes No

- If “yes,” were the bonuses included in the submitted overhead rate?	Yes No N/A

- Was any portion of these bonuses excluded from the submitted overhead rate?	Yes No N/A

Comment:

Does the Company have a written bonus plan?

Yes. Please provide a copy of the plan.

No. Please describe how bonuses are determined and how this is communicated to employees.

Are all employees eligible for the bonuses?	Yes No. If “no,” please explain:

I.2. Executive Compensation. Has the Company, an independent CPA, or compensation consultant performed an evaluation of executive compensation for reasonableness in accordance with FAR 31.205-6? (See AASHTO Guide Section 7.5.)

Yes No

- If “yes,” describe the methodology used and how this process has been documented:

J. Related-Party Transactions

J.1. Related Employees. Please provide the following information for all employees who are related to the parties listed in the Ownership Table (Table 1) shown in A.5:

Table 3: Employees Related to Company Owners

Name or ID:	Title/Position:	Wages/Salary:	Bonus:	Other Compensation:	Total Compensation:
1	$	$	$	$
Total Hours Worked During Year:	Job Duties: Related to: How Related (e.g., spouse, parent, child, sibling, in law):
2	$	$	$	$
Total Hours Worked During Year:	Job Duties: Related to: How Related:
3	$	$	$	$
Total Hours Worked During Year:	Job Duties: Related to: How Related:
4	$	$	$	$
Total Hours Worked During Year:	Job Duties: Related to: How Related:
5	$	$	$	$
Total Hours Worked During Year:	Job Duties: Related to: How Related:
6	$	$	$	$
Total Hours Worked During Year:	Job Duties: Related to: How Related:
7	$	$	$	$
Total Hours Worked During Year:	Job Duties: Related to: How Related:
8	$	$	$	$
Total Hours Worked During Year:	Job Duties: Related to: How Related:

Name or ID:	Title/Position:	Wages/Salary:	Bonus:	Other Compensation:	Total Compensation:
9	$	$	$	$
Total Hours Worked During Year:	Job Duties: Related to: How Related:
10	$	$	$	$
Total Hours Worked During Year:	Job Duties: Related to: How Related:

J.2. Related Vendors. Please provide the following information for all vendors related to the parties listed in the Ownership Table (Table 1) shown in A.5:

Table 4: Vendors Related to Company Owners

Name:	Contact Information:	How Related:	Products/Services Provided:	Total Payments During Year:
$
$
$
$
$
$
$
$
$
$
$
$

J.3. Property or Facilities Leased from Related Parties. Does the Company rent or lease property and/or facilities from another entity (organization or individual)?

Yes No

- If “yes,”

a. Are any of the Company’s owners/stockholders, or members of their immediate family, also
owners/stockholders of the other entity?

Yes No

- If “yes,” please explain:

b. Have the rental/lease costs been adjusted to the property owner’s actual costs?

Yes No

- If “yes,” what basis was used to determine actual cost? (E.g., the property owner’s tax return	less interest expense, plus cost of money).
Description:

J.4. Other Related-Party Transactions. Did the Company engage in any transactions with related parties other than those listed and described in J.1 through J.3?

No	Yes. If “yes,” please complete Table 5:

Table 5: Other Related-Party Transactions

Name:	Contact Information:	How Related:	Products/Services Provided:	Total Payments During Year:
$
$
$
$
$
$
$
$
$
$
$
$

K. Other Questions

K.1. Life Insurance. Does the Company pay life insurance for officers/principals?

Yes No

- If “yes,”

(a) Have any costs associated with this life insurance been included on the indirect cost rate schedule?

Yes total amount: No

(b) Please identify the beneficiary of the life insurance:

Company/surviving partners Officer/principal’s family

Other (specify)

(c) Please identify the type(s) of the life insurance:

Term Whole life Universal life Endowments (annuities)

Accidental death Other (please specify):

K.2. Suspension or Debarment. Has the Company, its parent, subsidiary, or any owner, stockholder, officer, partner, or employee of the Company been suspended or debarred from doing business by any State or the Federal government?

Yes No

- If “yes,” please provide complete details:

K.3. Updates for Changes to FAR Part 31. Does the Company have an existing process designed to provide timely updates to company policies and procedures to accommodate changes in the FAR Subpart 31.2 cost principles?

Yes No

- If “yes,” please describe the process:

K.4. Risk Assessment. Does the Company have a process for assessing risks that may result from changes in cost accounting systems or processes?

Yes No

- If “yes,” please describe the process. How are risks identified and addressed?

K.5. Communications of FHWA/DOT Requirements. How does information flow from the FHWA/State DOT to appropriate management personnel? (E.g., How are relevant updates to State DOT procedures or Federal Regulations disseminated to project managers and accounting personnel?)

I certify that to the best of my knowledge and belief this ICQ is a complete and accurate representation of the above-named Company’s cost accounting and billing practices.

Typed or Printed Name

___________________________

Signature	Title	Date Completed

Note: The representations on this ICQ were made by, and are the responsibility of, the Company’s management.

Keyword Index
Keyword or Phrase	Section	Page
Accounting method/basis (cash, accrual, or hybrid)	B.2	B-4
Accounting policies (by category)	B.3	B-4
Accounting records (types of)	C.4	B-6
Accounting system (integration of)	C.3	B-6
Allocation base(s) used to compute indirect cost rate(s)	C.11	B-7
Allocation of cost versus billing	G.4	B-11
Attachments (list of required documents)	--	B-2
Audits/examinations (within the past three years)	B.7	B-5
Authorization (ensuring that costs are not billed prior to proper authorization)	H.6	B-12
Billing rates	G.1	B-11
Bonuses (bonuses paid or accrued, bonus plan, and eligibility)	I.1	B-14
Budgeting system (project planning and oversight)	C.9	B-7
Business form (sole proprietorship, partnership, corporation, etc.)	A.2	B-2
Classification of cost items (accounting and billing considerations)	H.4	B-12
Common ownership	A.4	B-3
Communication of FHWA/DOT requirements	K.5	B-18
Computer expenses (outsourced versus in-house, CADD charge rate, usage logs, etc.)	H.8	B-13
Contract mix (revenue generated by each type of contract)	A.10	B-4
Contract modifications (time tracking associated with work done on modifications)	F.4	B-10
Contract/purchased labor	G.5	B-11
Cost allocation (consistency of)	C.10	B-7
Credits associated with direct costs	H.2	B-12
Design/build stipends	H.3	B-12
Direct and indirect expenses (how recorded in accounting system)	C.5	B-6
Divisions/cost centers (list of)	C.7	B-7
Employees (number of)	A.8	B-4
FAR Part 31 (knowledge of)	B.6	B-5
Field offices/field overhead rates	C.12	B-7
Fiscal period (reporting period for financial purposes)	B.1	B-4
Fraud, abuse, and contract violations	B.5	B-5
Indirect cost schedule (when prepared, by whom, and period covered)	B.4	B-5
Information technology data safeguards	D.4	B-8
Information technology policies	D.1	B-8
Information technology risk assessment	D.2	B-8
Information technology security review	D.3	B-8
Job-cost system	C.2	B-6
Labor (direct and indirect - timesheet reporting codes)	F.1	B-10
Life insurance (costs, types, and beneficiaries)	K.1	B-18
Locations (number of offices and locations)	A.7	B-3
Nonbillable costs (accounting for)	H.5	B-12
Nonsalary direct costs (Other direct costs)	H.1	B-12
Overtime (allocation of)	G.3	B-11
Overtime (premium portion)	G.2	B-11
Overtime (uncompensated)	F.3	B-10
Ownership table (list of owners with >5% ownership)	A.5 (Table 1)	B-3
Parent/subsidiary relationships	A.3	B-3
Pay cycle (standard pay periods)	E.2	B-9
Payroll register (components of)	E.3	B-9
Payroll service (internal or external)	E.1	B-9
Printing and reproduction costs (outsourced versus in-house, tracking, usage logs, etc.)	H.9	B-13
Project-specific indirect cost rate(s)	C.13	B-8
Reasonableness of executive compensation (description of procedures performed to establish reasonableness)	I.2	B-14
Reconciliations (financial accounting system to job-cost system)	C.8	B-7
Related-party transactions (employees)	J.1 (Table 3)	B-15 to B-16
Related-party transactions (other)	J.4 (Table 5)	B-17
Related-party transactions (property or facilities leased from)	J.3	B-17
Related-party transactions (vendors)	J.2 (Table 4)	B-16
Revenue sources (Governmental vs. commercial; prime vs. subconsultant)	A.9	B-4
Risk Assessment (as related to changes to the cost accounting system or Company policy)	K.4	B-18
Services provided	A.6	B-3
Software (general ledger/accounting system)	C.1	B-6
Suspension or debarment	K.2	B-18
Telephone Costs (billing, tracking, and coding)	H.10	B-13
Timekeeping system (timesheet coding, certification, approval, etc.)	E.4	B-9
Unallowable activities (types of activities ineligible for cost reimbursement)	H.11 (Table 2)	B-14
Unallowable costs (how determined and how excluded from indirect cost schedule)	C.6	B-6
Updates for changes to FAR Part 31 (frequency of updates to procedures/policies)	K.3	B-18
Vehicle expenses (number leased/owned, mileage logs, billing rate, etc.)	H.7	B-12 to B-13
Work week (normal operating hours)	F.2	B-10
Year established (year the Company was founded)	A.1	B-2