EXECUTIVE SUMMARY Request for Proposals #

Transcription

1 EXECUTIVE SUMMARY Request for Proposals # Description of Work: Financial Advisor for Joint Development Project Solicitation Type: Contract Type: Basis of Award: Competitive Negotiated Procurement Cost Plus Fixed Fee Best Value Performance Period: From Notice to Proceed (Approximately July 31, 2007) through December 31, 2010 including optional services Disadvantaged Business Goal: 0 % Pre-Proposal Conference: None Last Date for Questions Submittal: July 19, 2007 Proposals Due: 2:00 pm (local time), July 26, 2007 Anticipated Award Date: August 23, 2007 Point of Contact: Wright C. Parkes Contracting Officer Phone Fax wparkes@hrtransit.org NOTE: Communication regarding this acquisition with HRT personnel, other than the above Point of Contact, is improper and could result in the rejection of a proposal or cancellation of the solicitation. In the latter event, the offending party will not be permitted to participate in any resolicitation as a prime or as a subcontractor. Wright C. Parkes Wright C. Parkes Director of Procurement

2 Table of Contents Section Description Page Part 1. Schedule and Solicitation Documents Solicitation, Offer, And Award Form 1 Acknowledgement Of Amendments 2 Schedule Information 3 Special Provisions 3 Background 4 Scope Of Services 4 Solicitation Instructions 5 Representations And Certifications 14 Part 2. General Provisions Services Separate Cover Download from Follow instruction for Planholders List. Document may be also requested via .

3 SOLICITATION, OFFER AND AWARD SOLICITATION NO. & TITLE Financial Advisor for Joint Development Project DATE ISSUED July 3, 2007 ADDRESS OFFER TO Hampton Roads Transit 1500 Monticello Avenue Norfolk, VA (See Solicitation Instructions) SOLICITATION INFORMATION Proposals responding to this solicitation will be received at the Commission until 2:00 P.M. EST, July 26, 2007 All offers are subject to the following: 1. Solicitation Instructions, Schedule, Special, and General Provisions, included herein. 2. Solicitation amendments. 3. Such other provisions, representations, certifications, specifications, and documents as are attached or incorporated herein by reference. SCHEDULE (To be completed by Offeror) ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE BID AMOUNT (This Schedule section not used) Name Address Phone Fax OFFEROR (To be completed by Offeror) Name and Title of Person Authorized to Sign Offer Signature Offer Date AWARD (To be completed by Contracting Officer) ACCEPTANCE AND AWARD ARE HEREBY MADE FOR THE FOLLOWING ITEM(S): ITEM NO. QUANTITY UNIT UNIT PRICE BID AMOUNT The total amount of this award is $. Name of Contracting Officer and Organization Signature Award Date 1 of 21

4 ACKNOWLEDGEMENT OF AMENDMENTS Solicitation No: Title: The undersigned, as part of submission of an offer for the above solicitation, hereby acknowledges receipt of the following amendments and certifies that the offer has been prepared in accordance with their provisions: AMENDMENT NO. DATE TITLE/SUBJECT ACKNOWLEDGED BY: (SIGNATURE) SIGNER S NAME: TITLE: FIRM NAME: DATE: 2 of 21

5 SCHEDULE INFORMATION 1. SCHEDULE Offers shall include all work necessary to perform services as indicated in Scope of Services and other documents herein. 2. PERIOD OF PERFORMANCE Performance shall be From Notice to Proceed through December 31, 2010 (including optional services) SPECIAL PROVISIONS 1. TYPE OF CONTRACT This is a negotiated contract to be awarded on the basis of reimbursable costs plus a fixed fee. HRT will entertain optional pricing mechanisms if it deems them to offer a significant benefit. The term of this contract may be unilaterally extended by HRT if the Project is not completed and all financial issues resolved prior to its expiration date. 2. FUNDING Any contract hereunder will be funded in whole or in part with grant funds from the Federal Transit Administration (FTA), and will be subject to the terms and conditions of a grant agreement between Hampton Roads Transit and the FTA. 3. DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS HRT is a recipient of Federal financial assistance from the Federal Transit Administration (FTA), and is committed to and has adopted a Disadvantaged Business Enterprise Program for Contracts in accordance with Federal regulations 49 CFR 26, issued by the U.S. Department of Transportation (DOT). It is the policy of HRT to ensure non-discrimination in the award and administration of all contracts and to create a level playing field on which Disadvantage Business Enterprises (DBEs) can compete fairly for contracts and subcontracts relating to HRT s construction, procurement, and services activities. Offerors shall affirmatively ensure that DBEs are afforded full opportunity to submit bids in response to this solicitation and are not discriminated against on the grounds of race, color, sex, national origin, religion, age disability, ancestry, medical condition, sexual orientation or marital status, as provided for in federal, state and local laws. In connection with the performance of this contract, the Contractor will cooperate with HRT in meeting these commitments and objectives. Although no specific DBE goal has been established for this contract, Offerors are encouraged to utilize the services of DBEs and shall use its best efforts to ensure that barriers to participation by DBEs do not exist. For DBE questions or assistance, contact HRT s DBE Office at (757) By submitting an Offer, an Offeror is deemed to have made the foregoing assurance and to be bound by its terms. 3 of 21

6 BACKGROUND The Transportation District Commission of Hampton Roads (Hampton Roads Transit) was formed on October 1, 1999 pursuant to the Transportation District Act of 1964 (Title 15.2, Chapter 45, Code of Virginia). HRT provides public transportation services within the seven cities of Hampton Roads, employs over one thousand people, and operates over 450 revenue vehicles. The total service area is over 360 square miles, and annual ridership exceeds 17 million. HRT is headquartered in Hampton, Virginia, and has administrative offices in Norfolk and maintenance facilities in Norfolk and Virginia Beach. HRT is planning to replace its current Norfolk administrative and maintenance facilities, utilizing the Virginia Public-Private Education Act competitive process, and the Federal Transit Administration s Final Agency Guidance on joint development (72 FR 5788). The cost of replacement facilities is currently estimated in the $40-60 million range. HRT is currently soliciting proposals from potential private partners, with those proposals to be received on or before July 17, HRT anticipates entering into an agreement with the selected partner by January 31, HRT has engaged engineering and legal consulting services for this development project, whose scope includes assistance in preparing the RFP, including a description of the anticipated financing needs and structure. The RFP will permit offerors to present alternative proposals with respect to the real property involved, the proposed joint development scenarios, and the financing structure. The current solicitation seeks a Financial Advisor to directly provide advice, guidance and assistance to HRT (1) during the evaluation of proposals and interviews/negotiations with candidate partners; (2) in structuring the final agreement with the selected partner; and (3) in implementation of the Project. HRT reserves the right to award a contract for Phase I only, with unilateral options to implement Phase II and Phase III. Proposers are required to provide pricing for all three phases. SCOPE OF SERVICES This Scope of Services is, by its nature general, and HRT may call upon the selected firm to perform related services not specifically identified herein. The following is a general description, by phase, of the services anticipated to be required: 1. PROPOSAL EVALUATIONS A. Review the financing structures offered by the various proposers, and advise HRT s Evaluation Committee as to the strengths and weaknesses of each. Identify each proposal s anticipated level of funding by HRT, and the risks presented thereby. B. Analyze the financial statements and other available information regarding the financial strength and stability of each proposer, and identify any areas of risk to HRT. C. Develop and implement an evaluation methodology which will combine the analyses done pursuant to Tasks 1.A and 1.B above to provide HRT s Evaluation Committee and Selection Committee with a comprehensive understanding of the risks and benefits involved in each proposal. 4 of 21

7 D. Attend meetings of the Evaluation and Selection Committees and interviews with proposers as required. Assist in preparing written or oral questions to proposers and analyzing the responses. E. Assist in negotiations with one or more short-listed proposers. F. Develop, in consultation with HRT s President/CEO and Vice-President of Finance, a financial plan for funding HRT s portion of the Project, including identification of external funding sources, and a cash flow analysis, based upon the short-listed proposal(s). G. Assist the Evaluation Committee in developing a written recommendation to the Selection Committee. H. Assist in developing and presenting status reports to HRT s governing Commission or any committees thereof, or other internal or external groups affected by the project. I. During the evaluation and negotiation process, monitor the financial condition of the proposers and any economic factors which may affect a proposal s viability or value to HRT. 2. FINAL NEGOTIATIONS AND STRUCTURING OF PARTNER AGREEMENT A. Assist HRT s negotiating team in preparing for negotiations and developing a negotiating strategy. B. Attend and participate in negotiation sessions as required. C. Update the financial plan and cash flow analysis prepared under Task 1.F as required, to reflect changes during negotiations. D. Conduct a final verification of the financial strength and stability of the selected proposer. E. Assist in structuring the financial sections of the final Partner Agreement. F. Assist in presenting the agreement to HRT s governing Commission and any committees thereof, or other internal or external groups affected by the Project. 3. PROJECT IMPLEMENTATION A. Assist HRT in obtaining grants and other external funding if required. B. Monitor the financial status of the selected partner(s) and any third parties (e.g., potential commercial tenants), and identify any changes which may increase HRT s risk or the viability of the Project. C. Prepare a monthly Project cash flow analysis and identify any significant deviations. D. Assist as required in any negotiations with HRT s partner(s) or third parties arising from prospective or actual changes in circumstances. E. Assist in Project closeout and in any financial issues arising during the transition from Project implementation to facility operation. SOLICITATION INSTRUCTIONS 1. DEFINITIONS A. Owner means the Transportation District Commission of Hampton Roads, the Commission, Hampton Roads Transit, or HRT, terms which are used interchangeably, except where the term Commission clearly refers to HRT s governing body. 5 of 21

8 B. Bidder, offeror, and proposer are used interchangeably to mean the person or entity responding to this solicitation. C. "Solicitation" means this "Request for Proposals (RFP). D. Project means the redevelopment of HRT s Norfolk administrative and maintenance facilities, either at their present locations or elsewhere, and, if the latter, the redevelopment of the present locations. E. Consultant means an individual, firm, partnership, or corporation that has a contractual obligation with HRT to perform professional services in connection with the Project. F. "Offer" means a proposal submitted in response to this solicitation or a Joint Development RFP. G. Partner means a person or entity entering into an agreement with HRT for the joint development of the Project. H. Public-Private Education Act or PPEA refers to the Virginia Public-Private Education Facilities and Infrastructure Act of 2002 I. Public-Private Partnership Agreement means a preliminary or final joint development agreement entered into by HRT and one or more Partners pursuant to the PPEA. J. PPEA Guidelines means the Public-Private Education Act Guidelines adopted by the Transportation District Commission of Hampton Roads in January 2006 K. FTA Guidance means the Federal Transit Administration s Final Agency Guidance on the Eligibility of Joint Development Improvements Under Federal Transit Law (72 FR 5788). 2. CAUTIONS TO OFFERORS Offerors are expected to examine all elements of this Request for Proposals, including referenced documents. Failure to do so will be at the offeror's risk. Except as otherwise stated, time, if stated as a number of days, will include Saturdays, Sundays and holidays. The term working days shall exclude Saturdays, Sundays, and legal holidays recognized by the Commission. Notwithstanding the provision of statements of work, drawings, technical specifications, or other data by the Commission, the successful offeror shall be responsible for supplying all services, materials, and details required to perform the work in accordance with the intent stated herein, even though such details may not be specifically mentioned. Any request, condition, exception, reservation, understanding, or other deviation by the selected offeror not identified in accordance with the solicitation instructions shall be invalid and shall not be binding on the Commission. 3. PREPARATION OF PROPOSALS Proposals shall be submitted in two volumes, each separately sealed and identified on the outside of the package with the name of the proposing firm, the number and title of the solicitation, and whether it contains the Business Proposal or Technical Proposal. Each volume should be submitted in a binder permitting the Commission to readily remove pages for distribution or copying, and should be limited to 8.5x11 paper unless otherwise requested or necessary (e.g. for a project schedule). 6 of 21

9 The contents of the proposal reflect the offeror s approach to the project. A sufficient amount of detail needs to be included to permit a full and fair evaluation of the proposal. However, overly elaborate proposals, proposals which provide generic information or information not relevant to the subject matter of the solicitation, and proposals which do not show the capability to follow the instructions given herein will usually receive lower scores than those that reflect these instructions. Should required information be lengthy or unable to fit into the proposal size stated above, an offeror may, with the prior written approval of the Contracting Officer, substitute a web site or other source readily accessible without additional cost to HRT. The Commission reserves the right to reject all or any proposals, to award to a proposal other than the lowest priced, and to award a contract without discussions, except for clarifications which do not modify the proposal or negotiations. Each offeror should therefore ensure that its initial submittal represents the best possible combination of technical merit and low price. Volume I, Business Proposal (One original, 2 hard copies, and 1 electronic copy in PDF format.) This volume is to provide HRT with data concerning the offeror s business structure and to verify that it has the non-technical resources to perform the project, as well as the offeror s price proposal. The Business Proposal should be organized as follows. A cover letter providing an overview of the proposal contents and identifying the firm(s) submitting the proposal and the name, title, address, telephone, fax and address of each person authorized to negotiate and to bind the offeror. Table of Contents Tab A Tab B Tab C Tab D Tab E Tab F. Signed Solicitation, Offer and Award form and acknowledgment of any amendments Completed Representations and Certifications Insurance Certificates and any other form of security specified herein, if required. Financial data, including the most current available certified financial statements and bank letters, sufficient to ascertain the offeror s financial responsibility and capability to perform; and a current or recent Federal or state audit letter from a cognizant Federal or State government agency which establishes indirect cost rates in accordance with the Federal Acquisition Regulations for one-year applicable accounting periods, which are not currently under dispute. Completed Pricing Schedule, providing a breakdown of the proposed price and each line item thereof in sufficient detail to permit HRT to determine that the price offered is fair and reasonable to HRT. Costs shall be broken down by labor hours and classifications, material, overhead and fixed fee. Other Documentation, as required herein. All information relating to cost or pricing data must be included in this volume. Cost or pricing data, or information related thereto, shall not be included elsewhere in the offeror s proposal. HRT anticipates that a fair and reasonable price for this contract may be determined on the basis of adequate pricing competition. If the Contracting Officer determines that adequate pricing competition does not exist, or that a determination of fair and reasonable price cannot be made upon the information 7 of 21

10 received, Contracting Officer may require the submittal of certification as to currency, accurateness, and completeness of cost data. Volume II Technical Proposal (One original, 6 hardcopies, and 1 electronic copy) This volume shall address the technical requirements of the solicitation, including experience, qualifications, past projects, past performance, and references, taking into account the solicitation instructions, basis for award, evaluation factors, and Scope of Services. If the solicitation authorizes interim payments based on the attainment of milestones, each proposed milestone shall be identified and described in terms of deliverable, schedule and approximate percentage of the overall price proposed (no dollar amounts shall be stated). The technical proposal should enable evaluators to make a thorough evaluation as to whether the proposal will meet HRT requirements. Each technical proposal shall be so detailed and complete as to clearly demonstrate that the offeror has a thorough knowledge and understanding of the requirements. The Technical Proposal should be organized as follows. A copy of the Volume I Cover Letter Table of Contents Tab A Tab B Tab C Tab D Qualifications - Firm Qualifications, including history, relevant firm experience, identification of customers for which similar services have been performed, and a listing of all contracts for this type of services undertaken in the past five years. Approach - Description of the proposed approach to the services required, addressing all functional/technical requirements, identification of key member(s) of the project team and including résumés for each. Work Plan - Description of the implementation and administration plans, as required. References, including individual and firm names, addresses, telephone, and addresses, together with a brief description of the services performed, including dates, location, and overall value of the project. 4. EVALUATION CRITERIA (IN ORDER OF RELATIVE IMPORTANCE) Firm Experience and qualifications. The proposal should clearly indicate the firm's history/experience in performing similar work, preferably for organizations similar to HRT and/or for projects similar to the Project as described herein. Specific topics include: - Offeror s performance history and experience; - Familiarity with available funding mechanisms, markets and sources, both public and private; - Discussion of factors which separates this approach from others; and - Identification of elements outside the Scope of Services which will be beneficial to HRT. Project Team. The organizational structure and functions, identifying key personnel for each function or work segment, the reporting structure and relationships between team members and HRT, and any subconsultants proposed. Résumés showing the team function and relevant experience of participating key staff members should be included, and the firm s other resources which will be available for this 8 of 21

11 project identified. Possession of any individual business or professional licenses required for the services hereunder should be identified. Past Performance. Relevant references including the client s name, contact person's name, telephone number, and address. Each reference should identify the project involved, the involvement of any key members of the proposed project team, the starting and ending dates, and the scope of services performed, identifying any features of particular significance for this project. Price will not be scored. This solicitation is a best value procurement; the price for each offeror will be compared against the values assigned the various elements of the technical proposal. The evaluators will determine whether additional technical merit in a proposal justifies a higher price. The objective of this process is to obtain the best available combination of technical capability and price. 5. EVALUATION PROCESS Proposals will be evaluated by a panel of Commission personnel possessing appropriate expertise in the subject matter of the solicitation, generally in accordance with the following process. The evaluation panel will be led by the Contracting Officer. Separate teams may be established to evaluate technical proposals and business proposals. The evaluation team(s) may utilize other resources inside or outside HRT for assistance in the evaluation process. The proceedings of the evaluators shall be considered confidential and not subject to public disclosure to the fullest extent permitted by the Virginia Freedom of Information Act (Code of Virginia, et seq.). An initial evaluation will be made of all technical proposals received. Based on this evaluation, the Contracting Officer may (1) determine that one proposal is clearly superior to all others; determine that the price of that proposal is fair and reasonable; and recommend that HRT accept that proposal without discussions; (2) determine that no proposals are capable of meeting HRT s needs and recommend cancellation of the solicitation; or (3) determine which firms, based upon the initial proposals received, are capable of meeting HRT s requirements at prices capable of being determined fair and reasonable after negotiations (the competitive range). Following the initial evaluation, offerors may be requested to submit additional information in writing, by telephone or by a meeting with the evaluators. The evaluation team may then (1) recommend a proposal for award; (2) narrow the number of firms considered for award; (3) request additional information; (4) recommend one or more firms for negotiations; or (5) determine that no offeror is capable of meeting HRT s requirements and recommend cancellation of the solicitation. This may include investigation of an offeror s responsibility, including contact with previous customers of the offeror. Discussions may be conducted with the offerors who remain within the competitive range, through oral presentations, written presentations, or electronic communications, as the Contracting Officer deems appropriate. Price/cost negotiations will be conducted only with offerors within the competitive range, as determined by the Contracting Officer. Offerors may be requested to provide additional pricing information and clarifications, or certified cost or pricing data, if deemed appropriate by the Contracting Officer. Proposals whose combination of technical and pricing offers are considered incapable of receiving an award may be rejected. At the end of the evaluation/negotiation process, the Contracting Officer may request all offerors under consideration for award to submit a Final Proposal Revision (also called a Best and Final Offer), incorporating the offeror s best technical and financial offer based upon the discussions and negotiations conducted. Receipt of such offers shall denote the close of the evaluation/negotiation process, and, unless the Contracting Officer determines that no Final Proposal Revision is capable of award, no further proposal modifications will be permitted. 9 of 21

12 Upon completion of the evaluation and negotiation process, the Evaluation Panel shall determine the proposal which represents the best overall value to the Commission, and the Contracting Officer will prepare a recommendation that the Commission accept the proposal and award a contract. Upon Commission approval, the contract will be executed on behalf of the Commission and issued to the successful offeror. No decision or recommendation by Commission staff shall be binding unless approved by the Commission in accordance with its procedures and applicable law. HRT reserves the right at any time during the evaluation process to reject some or all proposals; award a contract without further discussions or negotiations; or to award a contract to other than the lowest-priced proposal. 6. BASIS OF AWARD This is a negotiated procurement based on best value as described above. 7. PRE-PROPOSAL CONFERENCE No pre-proposal conference will be held for this solicitation. 8. COMMUNICATIONS WITH THE COMMISSION All communication in regard to any aspect of this solicitation shall be with the Contracting Officer, not with any members of the Commission, or its employees or consultants, in regard to any aspect of this solicitation. Violation of this requirement may lead to the rejection of the offender s proposal or cancellation of the solicitation. If the offense is egregious and causes cancellation of the procurement, the offending party will not be permitted to participate in any resolicitation as either an offeror or a subcontractor. Any explanation desired by an offeror regarding the meaning or interpretation of any portion of the solicitation shall be requested in writing. Oral explanations or instructions given before the award of the contract shall not be binding. Material information which alters a substantive portion of the solicitation will be furnished promptly to all prospective offerors as a written amendment. Matters clarifying but not altering the solicitation may be provided in writing to all prospective offerors, but shall not amend the solicitation. 9. SOLICITATION AMENDMENTS Revisions and amendments shall be announced by written amendment to this solicitation. Copies of such amendments shall be furnished to all prospective offerors known to the contracting officer, and may be posted on an internet site if one is established for this solicitation. If the revisions and amendments require substantial changes to the contents of proposals, the time for receipt of proposals may be extended at the discretion of the contracting officer. Offerors are responsible for ensuring that they have received all amendments and incorporated any changes in their proposals. Offerors are requested to acknowledge receipt of all amendments as part of the Solicitation, Offer and Award form. Failure to acknowledge an amendment will not automatically disqualify an offeror, but failure to address any changes in the proposal may lead to it receiving a lower score than would otherwise be the case. 10. SUBMISSION OF PROPOSALS 10 of 21

13 Offers and modifications thereof shall be enclosed in sealed envelopes and addressed to the office specified in the Schedule. Electronic proposals or modifications will not be considered unless specifically authorized in this solicitation or by the Contracting Officer. Offers or modifications thereto may be withdrawn by written or electronic notice, provided such notice is received prior to the hour and date specified for receipt or proposals or modifications. Proposals shall be mailed or hand-delivered to the following address. Please note that the U.S. Postal Service does not deliver to this address. Therefore, alternative mailing sources should be utilized. Hampton Roads Transit 1500 Monticello Avenue Norfolk, VA Attn: Contracting Officer 11. LATE SUBMISSIONS, MODIFICATIONS, AND WITHDRAWALS OF OFFERS A. (1) Any proposal, modification, or revision, that is received at the designated Commission office after the exact time specified for receipt of proposals is late and will not be considered unless it is received before award is made, the contracting officer determines that accepting the late proposal would not unduly delay the acquisition; and (i) If it was transmitted through an electronic commerce method authorized by the solicitation, it was received at the initial point of entry to the HRT infrastructure not later than 5:00 p.m. one working day prior to the date specified for receipt of proposals; or (ii) There is acceptable evidence to establish that it was received at the HRT office designated for receipt of proposals and was under HRT s control prior to the time set for receipt of proposals; or (iii) It was the only proposal received. (2) However, a late modification of an otherwise successful proposal, that makes its terms more favorable to HRT, will be considered at any time it is received and may be accepted at any time prior to award. B. Acceptable evidence to establish the time of receipt at the HRT office includes a time/date stamp or handwritten notation of personnel in that office on the proposal wrapper, other documentary evidence of receipt maintained by the office, or oral testimony or statements of HRT personnel. C. If an emergency or unanticipated event interrupts normal HRT processes so that proposals cannot be received at the HRT office designated for receipt of proposals by the exact time specified in the solicitation, and urgent HRT requirements preclude amendment of the solicitation closing date, the time specified for receipt of proposals will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which the HRT office is open to the public. 12. ELECTRONIC COMMUNICATIONS To the extent permitted herein, communications to or from the Commission may be by electronic means. Any electronic communication sent to the Commission must be confirmed by hard copy received by the Commission not more than 48 hours after the initial electronic communication is sent. 13. MINIMUM PROPOSAL ACCEPTANCE PERIOD Commission requires a minimum acceptance period of 90 calendar days after receipt of the proposal or any modification thereof, including a Final Proposal Revision. 11 of 21

14 14. CONTRACT AWARD AND NOTICE TO PROCEED A. A written award or acceptance of offer mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer shall result in a binding contract without further action by either party. B. A Notice to Proceed shall be issued by Commission before any work begins on this contract. A conference may be held to issue the Notice and to establish a working understanding of the contract and work required. The Notice to Proceed establishes the beginning of the performance period. 15. NOTICE OF PROTEST POLICY Commission policy and procedure for the administrative resolution of protests is set forth in Chapter 13 of the Procurement Procedures Manual (PPM). The PPM contains strict rules for filing a timely protest, for responding to a notice that a protest has been filed, and other procedural matters. The contracting officer can furnish a copy of Chapter 13 upon request. The Commission has, in Chapter 13, defined matters which may be protested, the form of protest, and the time limits for submitting protests during different stages of the procurement process. Federal Transit Administration (FTA) Circular E addresses protests of solicitations utilizing Federal funds. FTA will only review protests regarding the alleged failure of the grantee to have a written protest procedure or failure to follow such procedure, or protests alleging a violation of Federal law or regulation. FTA will not consider a protest until the protestor has exhausted its local administrative remedies. 16. PRE-AWARD INFORMATION The Contracting Officer may conduct a pre-award survey to determine if an offeror is responsible both financially and technically and has the capability to perform the work. 17. ORAL PRESENTATIONS Oral presentations may be required. If so, oral presentations will be conducted with all firms in the competitive range. The oral presentation should utilize a visual methodology such as PowerPoint or overhead slides and include printed copies for the evaluators. No cost/price information shall be included in the presentation. The purpose of the presentation is to provide clarifications and to respond to any questions or concerns regarding the proposal raised by the evaluators. The presentation itself is not an evaluation factor; however, any clarifications, discussions, or changes to a proposal requested as a result of the presentation n shall be made in writing and will thereafter be considered in the evaluation. 18. RESTRICTION ON DISCLOSURE AND USE OF DATA The Commission is subject to the Virginia Freedom of Information Act (Code of Virginia, et seq.). To the extent permitted by that Act, the Commission shall provide all reasonable precautions to ensure that information properly identified by an offeror as proprietary is held confidential within the review process. Offerors shall attach to each page containing any proprietary data of any proposal or modification thereof the following legend: This page contains data which is proprietary to the offeror or confidential business information not subject to disclosure under the Virginia Public Records Act, the Commission s policies, or the terms of this solicitation. It is therefore not be disclosed inside or outside HRT, be duplicated, or used in whole or in part, for any purpose other than to evaluate this offer; 12 of 21

15 provided that, if a contract is entered into on the basis of this offer, HRT shall have the right to duplicate, use, and disclose this data as part of the contract document or as required for performance of the contract. Identification of such proprietary information must be specific. Any general identification of the document as a whole, or of pages which patently do not contain proprietary information, shall render the entire document non-confidential. 19. CONFLICTS OF INTEREST Section 8(a)(5) of Federal Transit Administration Circular E defines prohibitions on personal and organizational conflicts of interest, which are further discussed in Sec and Appendix B.10 of FTA s Best Practices Procurement Manual. In general, a personal conflict of interest reflects an individual s ability to profit from an outcome of the work performed in a way other than documented compensation for performance of the contract; an organizational conflict exists when, due to other interests or activities, a contractor is unable, or potentially unable, to render impartial assistance or advice, or to perform the contract work objectively; or possesses an unfair competitive advantage. Existence of a real or perceived conflict shall not automatically disqualify an offeror. Should an offeror be aware of a potential conflict of interest, it shall identify the potential conflict in its proposal, together with measures it proposes to remove or mitigate the conflict. A decision as to whether an unacceptable conflict of interest exists will be made by the Contracting Officer. Failure of an offeror to identify such a conflict, if discovered before award of a contract, may lead to the rejection of the proposal; if the conflict is discovered after award of a contract to the conflicted firm, the Commission may terminate the contract without cost or liability. 13 of 21

16 REPRESENTATIONS AND CERTIFICATIONS A. REPRESENTATIONS (Check or complete all applicable boxes or blocks) The offeror,, represents each of the following. 1. TYPE OF BUSINESS ORGANIZATION It operates as [ ] an individual, [ ] a partnership created under the laws of the State of, [ ] a nonprofit organization, or [ ] a corporation, incorporated under the laws of the State of. 2. DISADVANTAGED BUSINESS ENTERPRISE It is [ ], [ ] is not, a disadvantaged business enterprise. Woman-owned [ ] Black American [ ] Hispanic American [ ] Native American [ ] Asian-Pacific Americans [ ] Asian-Indian Americans [ ] Other minority per Section 8 (a) [ ] "Disadvantaged Business Enterprise" means a small business concern (as defined by 49 CFR Part 26 as amended) (1) which is at least 51% owned by one or more socially and economically disadvantaged individuals, or in the case of any publicly owned business, at least 51% of the stock is owned by one or more socially and economically disadvantaged individuals; and (2) whose management and daily business operations are controlled by one or more socially and economically disadvantaged individuals who own it. "Socially and Economically Disadvantaged Individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) who are Women, Black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, or Asian-Indian Americans and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to Section 8(a) of the Small Business Act. 3. AFFILIATION AND IDENTIFYING DATA Each offeror shall complete (a),(b) if applicable, (c) and (d) below: a. It [ ] is, [ ] is not owned or controlled by a parent company. For this purpose, a parent company is defined as one which either owns or controls the activities and basic business policies of the offeror. To own another company means the parent company must own at least a majority, i.e., more than 50 percent, of the voting rights in that company. To control another company, such ownership is not required; if another company is able to formulate, determine or veto basic business policy decisions of the offeror, such other company 14 of 21

17 is considered the parent of the offeror. This control may be exercised through the use of dominant minority voting rights, use of proxy voting, contractual arrangements or otherwise. b. If the offeror is owned or controlled by a parent company, it shall insert in the space below the name and main office address of the parent company: Name of Parent Company Main Office Address (including ZIP Code) c. The offeror shall provide in the applicable space below its Employer's Identification Number (E.I. No.), i.e., Federal Social Security Identification Number used on Federal Tax Returns; if it has a parent company, it shall also provide the E.I. No. of its parent company. Offeror's E.I. Number: Parent Company's E.I. Number: d. With respect to the Data Universal Numbering Systems (DUNS), the following applies. 1) The offeror shall insert the DUNS number applicable to the offeror's address entered on the Solicitation, Offer & Award Form: DUNS Number 2) If a DUNS number has not been established for the address indicated in paragraph (d) 1) of this provision, the Authority will arrange for the assignment of this number after award of a contract and will notify the Contractor accordingly. 4. NONDISCRIMINATION a. It [ ] has, [ ] has not, participated in a previous contract or subcontract subject to either the Equal Opportunity Clause of this solicitation, or the clause originally contained in Section 310 of Executive Order Number 10925, or the clause contained in Section 201 of Executive Order Number 11114; b. It [ ] has, [ ] has not, filed all required compliance reports; and c. Representations indicating submittal of required compliance reports signed by proposed subcontractors will be obtained prior to subcontract awards. d. The above representation need not be submitted in connection with contracts or subcontracts which are exempt from the clause. 5. AFFIRMATIVE ACTION COMPLIANCE 15 of 21

18 a. It has a workforce of employees. b. It [ ] has developed and has on file, [ ] has not developed and does not have on file, at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR Parts 60-1 and 60-2), or c. It [ ] has not previously had contracts subject to the written affirmative action program requirements of the rules and regulations of the Secretary of Labor. B. CERTIFICATIONS (Check or complete all applicable blocks) By signing and dating this offer, each offeror certifies each of the following. 1. DEBARRED OR INELIGIBLE CONTRACTORS This contract is a covered transaction (valued at $25,000 or more, or a contract or subcontract for federally-required auditing services) for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR , or affiliates, as defined at 49 CFR , are excluded or disqualified as defined at 49 CFR and The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its offer, the offeror certifies as follows: The certification in this clause is a material representation of fact relied upon by the Transportation District Commission of Hampton Roads (HRT). If it is later determined that the offeror knowingly rendered an erroneous certification, in addition to remedies available to HRT, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The offeror agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The offeror further agrees to include a provision requiring such compliance in its lower tier covered transactions. 2. CLEAN AIR AND WATER [Applicable if the offer exceeds $100,000, or the Contracting Officer believes that orders under an indefinite contract in any year will exceed $100,000 or a facility to be used has been the subject of a conviction under the Clear Air Act (42 U.S.C. 7413(c)(1) or the Water Act (33 U.S.C. 1319(c)) and is listed by the Environmental Protection Agency(EPA) as a violating facility, and the acquisition is not otherwise exempt.] a. Any facility to be utilized in the performance of this proposed contract [ ] is, or [ ] is not listed on the EPA list of Violating Facilities; b. It will immediately notify the Contracting Officer, before award, of the receipt of any communications from the Administrator, or a designee of the EPA, indicating that any facility 16 of 21

19 which it proposes to use for the performance of the contract is under consideration to be listed on the EPA List of Violating Facilities; and c. It will include a certification substantially the same as this certification, including this paragraph (c), in every non-exempt subcontract. 3. CERTIFICATION OF NONSEGREGATED FACILITIES a. It does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control, where segregated facilities are maintained. b. The offeror agrees that a breach of this certification is a violation of the Equal Opportunity Clause in the contract. c. As used in this certification, the term "segregated facilities" means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin, because of habit, local custom or otherwise. d. It further agrees that (except where it has obtained identical certifications from proposed subcontractors for specific time periods) it will: (1) Obtain identical certifications from proposed subcontractors before the award of subcontracts under which the subcontractor will be subject to the Equal Opportunity clause; (2) Retain such certifications in its files; and (3) Forward the following notice to such subcontractors (except if the proposed subcontractors have submitted identical certifications for specific time periods): Notice to Prospective Subcontractors of Requirements for Certifications of Nonsegregated Facilities A Certification of Nonsegregated Facilities must be submitted prior to award of a subcontract exceeding $10,000 which is not exempt from the provisions of the Equal Opportunity clause. The certification may be submitted either for such subcontract or for all subcontracts during a period (i.e., quarterly, semiannually or annually). 4. COVENANT AGAINST GRATUITIES Neither it nor any of its employees, representatives or agents have offered or given gratuities (in the form of entertainment, gifts or otherwise) to any commissioner, officer or employee of the Commission with the view toward securing favorable treatment in the awarding, amending, or the making of any determination with respect to the performing of the contract. 17 of 21

20 5. LOBBYING The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L , to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor,, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date 18 of 21

21 6. CERTIFICATE OF CURRENT COST OR PRICING DATA By submission of a bid or offer, bidder certifies that throughout performance of the resulting contract and any modifications and extensions, all costs and pricing are in accordance with federal cost principles as shown in OMB Circular A-87. This Part controls the determination of allowable costs and reasonable profit. 7. BUY AMERICA CERTIFICATION (Applicable over $100,000) [NOTE: The Federal Transit Administration has ruled that Buy America requirements apply to equipment purchased or leased by a service contractor for or in anticipation of a FTA-funded contract; this does not apply to previously-owned or leased equipment.] Offerors should complete the certification for Steel, Iron and Manufactured Products if they will be buying or leasing equipment to fulfill the contract. If there will not be such purchase or lease, offerors should complete the below certification stating that they will not be purchasing or leasing equipment for this contract.] The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 CFR Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include microcomputer equipment, software, and small purchases (currently less than $100,000) made with capital, operating, or planning funds. Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 CFR Rolling stock not subject to a general waiver must be manufactured in the United States and have a 60 percent domestic content. An offeror must submit to the FTA recipient (HRT) the appropriate Buy America certification (below) with all offers on FTA-funded contracts, except those subject to a general waiver. Offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive; however in a negotiated procurement a certification may be amended and submitted with the final offer accepted by HRT. This requirement does not apply to lower tier subcontractors. [NOTE: The Safe, Accountable, Flexible, Efficient Transportation Equity Act - A Legacy for Users (SAFETEA-LU), Public Law mandates revisions to the Buy America provisions. FTA currently has incorporated certain changes into the Buy America regulations, and is conducting a rule-making process to implement other changes. Offerors should go to the FTA website ( for the current status of these changes.] 19 of 21