th Street Suite Oakland CA

426 17th Street, Suite 100

Oakland, CA 94612

(510) 893-3347



Request for Proposal (RFP)

For I-880 to Route 238 (Mission Boulevard) East-West Connector Project

in Fremont and Union City

Engineering Services to prepare a Project Report/Environmental Document

with an option to prepare

Final Plans, Specifications and Estimates- RFP ACTA 07-01



The Alameda County Transportation Authority (ACTA) is seeking proposals to provide preliminary

engineering, project approval, environmental clearance and final design services for the I-880 to Route 238

(Mission Boulevard) East-West Connector Project in the cities of Fremont and Union City in Alameda

County.



For a copy of Request for Proposal (RFP), visit our website at www.actia2022.com or our office for a

hardcopy. All questions regarding this RFP must be submitted no later than Friday, January 26, 2007 by email

to James O’Brien at jobrien@actia2022.com or via fax to (510) 893-6489.



RFP Schedule:

- Last Day for Questions, Friday, January 26, 2007

- Pre-proposal Meeting (ACTA Office) Wednesday, January 31, 2007, 10:00 A.M.

- Proposals Due, Wednesday, February 21, 2007, 3:00 P.M.

- ACTIA Board Approves Shortlist, Thursday, March 22, 2007

- Interviews, Week of March 26, 2007

- ACTA Work Program Committee approval of ranking, Friday, April 13, 2007

- ACTA Board approval of ranking, Thursday, April 26, 2007



Eight copies of the proposal should be submitted to the address below no later than 3:00 P.M., PST, on

Wednesday, February 21, 2007 and should be submitted in a sealed envelope marked:

"East-West Connector Project (MB226) – RFP ACTA 07-01”

Alameda County Transportation Authority

426 - 17th Street, Suite 100

Oakland, CA 94612-4305

Attention: Arthur L. Dao, Deputy Director

Proposals are subject to the ACTIA Local Business Enterprise (LBE) and Small Local Business Enterprise (SLBE)

Professional Services Contract Program. The ACTIA goal for professional services is 70% for LBE and 30% for SLBE.

For Program Requirements and Forms, visit our ACTIA website at www.actia2022.com. Any contract to be awarded as a

result of this Notice will be awarded without discrimination based on race, color, religion, sex, sexual orientation or

national origin.

RFP ACTA 07-01

DATE: 1/16/07



REQUEST FOR PROPOSAL (RFP)

TO PROVIDE PRELIMINARY ENGINEERING, PROJECT APPROVAL,

ENVIRONMENTAL CLEARANCE AND FINAL DESIGN SERVICES TO

THE ALAMEDA COUNTY TRANSPORTATION AUTHORITY

FOR THE

I-880 TO ROUTE 238 (MISSION BOULEVARD) EAST-WEST CONNECTOR

PROJECT

IN FREMONT AND UNION CITY

The Alameda County Transportation Authority (ACTA) is seeking proposals to provide

preliminary engineering, project approval, environmental clearance and final design services for

the I-880 to Route 238 (Mission Boulevard) East-West Connector Project in the cities of

Fremont and Union City of Alameda County. The consulting effort being requested is described

in the Section I, subsection 5, Scope of Services Required.



SECTION I - INTRODUCTION

1. BACKGROUND OF 1986 MEASURE B



The Measure B program is funded by a half cent sales tax which was approved in November

1986 by the voters of Alameda County. The Alameda County Transportation Authority (ACTA)

was established to administer the voter-approved Measure B transportation program as detailed

in the Alameda County’s 20-Year Transportation Expenditure Plan dated August 1986.



ACTA is a separate governmental agency and is responsible for the management of the

Transportation Expenditure Plan. Management activities include contract oversight, policy

direction, financing, investment supervision, and project coordination with the California

Department of Transportation (Caltrans) and other Project Sponsors.



2. PROJECT DESCRIPTION AND ACTA OBJECTIVE



2.1 Project Background - The 1986 Expenditure Plan included Measure B funds for the

construction of a new Route 84 along a previously adopted alignment where rights of way have

been acquired from Route 238 (Mission Boulevard) to I-880 at the Route 84/Decoto Road









RFP ACTA 07-01 Page 1 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





interchange. The alternative that followed the previously-adopted alignment became known as

the Historic Parkway. A Final Environmental Impact Report/Statement (FEIR/S) was

completed and approved by Caltrans in 2002. Six alternatives were analyzed during the

environmental studies phase and the Historic Parkway was identified as the preferred

alternative. The Federal Highway Administration would not certify the FEIS due to continuing

local opposition to the proposed improvements and thereby effectively suspended the Historic

Parkway Project until consensus could be reached. The proposed East-West Connector Project

is an alternative to the Historic Parkway that resulted from a consensus building effort between

ACTA, Fremont, Union City and Caltrans. In general, the East-West Connector follows the

same alignment as the Historic Parkway between Route 238 (Mission Boulevard) in Union City

and Paseo Padre Parkway in Fremont. From Paseo Padre Parkway to I-880, the proposed

project involves improvements to existing roadways and intersections. The proposed

improvements are no longer intended to serve as Route 84 and the technical involvement of

Caltrans will be limited to the proposed improvements that are located within the State

Highway System right of way, i.e. improvements within the Route 238 (Mission Boulevard)

right of way and potential minor improvements within the State Highway right of way at the I-

880/Decoto Road interchange. In order to expend the Measure B funds committed for the

Historic Parkway Project on an alternative set of improvements, the 1986 Expenditure Plan had

to be amended. Amendment No. 2 to the 1986 Expenditure Plan, which included the

alternative improvements (referred to as “Option 2” for the purposes of the Expenditure Plan

Amendment), was adopted by ACTA in October 2006.



2.2 Statement of Intent - The Consultant shall perform professional and technical engineering

services to prepare quality and approval-ready technical studies, environmental documents,

project reports, preliminary engineering plans, detailed project cost estimates and final design

documents/contract documents for this project acceptable to ACTA, Fremont, Union City,

Caltrans and other agencies, as appropriate.



2.3 ACTA Objective – The Transportation Authority is taking the lead on the project

development with the primary objective of completing the project development phases of the

project as soon as is feasible and in cooperation with the cities of Fremont and Union City, and

Caltrans in accordance with the Memorandum of Understanding between the four agencies

included as Attachment B to this RFP. This objective is intended to result in significant project

costs savings by avoiding increased cost escalation over time. ACTA intends to issue one or

more contracts as a result of this Request For Proposals to cover all of the phases and tasks

listed in Section 5: Scope of Services Required. For example, an initial contract may be issued

for the preliminary engineering and environmental studies and a separate contract issued for the

final design. This approach is primarily intended to afford flexibility from a funding

perspective in the event outside funds are secured for the final design phase and it is preferable

to execute the contract for those services after the funding is secured rather than issuing an

amendment to an ongoing contract.



2.4 Detailed Project Description - The project is intended to provide an improved east-west

connection between I-880 and Route 238 (Mission Boulevard) in the cities of Fremont and









RFP ACTA 07-01 Page 2 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





Union City. The proposed I-880 to Route 238 East-West Connector Project includes, but is not

limited to, the following major features:



• A combination of new roadways along preserved rights of way and improvements to

existing roadways and intersections along Decoto Road, Fremont Boulevard, Paseo Padre

Parkway, Alvarado-Niles Road and Route 238 (Mission Boulevard);

• Two railroad underpasses in the segment between Route 238 (Mission Boulevard) and

Alvarado-Niles Road;

• One BART underpass in the segment between Route 238 (Mission Boulevard) and

Alvarado-Niles Road;

• Two crossings of Alameda Creek in the segment between Alvarado-Niles Road and

Paseo Padre Parkway;

• One crossing of the Alameda County Flood Control District channel adjacent and parallel

to Paseo Padre Parkway;

• New roadways designed in accordance with local roadway standards of the

corresponding municipality;

• Widening along existing roadways consistent with the corresponding municipality’s

adopted plans;

• A minimum of two through lanes in each direction on new roadways; and

• Mitigation for impacts identified and approved in the environmental studies phase.

A general location and description of the project is included in Attachment A, “Amendment No.

2 to the 1986 Expenditure Plan.”



2.5 Project Funding - At this time, $88 million of Measure B funds are earmarked for this

project. In addition to the Measure B funding, the current project financial plan includes $10

million of STIP funds that are programmed for the project and $9 million in other local funding

for a total of $107 million.



2.6 Related Projects – The following project must be coordinated with the proposed East-West

Connector Project due to proximity and overlapping physical location:



Union City Intermodal Station and Adjacent Development - This project involves

modifications and improvements at and surrounding the Union City BART Station

including the construction of a new stretch of 11th Street which will intersect at grade

with the proposed East-West Connector Project roadway. The improvements for the

intermodal station and adjacent development occur on both sides the BART tracks

including the former Pacific States Steel property. The City of Union City is the project

sponsor.



The selected consultant shall work with the appropriate planning departments in the area and

Caltrans to gather information about other proposed or ongoing transportation projects not listed

in this RFP that may impact the development of the East-West Connector Project.





3. INFORMATION AVAILABLE TO CONSULTANT







RFP ACTA 07-01 Page 3 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





The following materials are available for review by appointment at the ACTA office.

Appointments should be scheduled by contacting Ms. Dora Royster at telephone number (510)

267-6116. When requesting an appointment, reference should be made to “ACTA MB226 RFP

Document Review.” Electronic copies of these materials are not available for distribution.



• Draft and Final EIR/EIS for the Historic Parkway Project;

• Draft Project Report

• Various technical studies prepared for the Historic Parkway Project

• Presentation for Option 2





4. GENERAL CONDITIONS AND REQUIREMENTS



The selected consultant team shall work under the following general conditions:



4.1 The selected consultant shall carry out the instructions as received from ACTA and shall

cooperate with State, FHWA, stakeholders and others working on this or other related projects.



4.2 It is not the intent of the foregoing paragraph to relieve the Consultant of its professional

responsibility during the performance of this contract. In those instances where the Consultant

believes a better design or solution to the problem is possible, Consultant shall promptly notify

ACTA of these potential solutions, together with the reasons therefore.



4.3 Consultant has sole responsibility for the accuracy and completeness of all data, plans,

specifications and estimates prepared for this project and shall check all such material

accordingly. The data and plans will be reviewed by Caltrans, the City of Fremont and the City of

Union City for conformity with applicable design standards, the California Environmental

Quality Act (CEQA), National Environmental Policy Act (NEPA), and the Memorandum of

Understanding (MOU) between ACTA, Fremont, Union City and Caltrans and such designs shall

be depicted in details or the accuracy with which such designs are depicted on the plans. That

notwithstanding, the responsibility for accuracy and completeness of such items remains solely

that of Consultant.



Consultant or its subcontractors shall not incorporate in the design materials or equipment of

single or sole source origin without written approval of ACTA.



4.4 The plans, designs, estimates, calculations, reports and other documents furnished with

the following Scope of Services shall be of a quality acceptable to Caltrans, the City of Fremont,

the City of Union City, FHWA and ACTA as applicable. The process for approvals of the

various deliverables may vary from agency to agency, but the work products prepared by the

consultant for the overall project should be of a uniform appearance when compiled into a set

that covers the entire project. The criteria for acceptance shall be a product of neat appearance,

well-organized, technically and grammatically correct, checked and having the preparer and

checker identified. The minimum standard of appearance, organization and contents of the

drawings shall be that of similar types produced by others and previously approved by the









RFP ACTA 07-01 Page 4 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





applicable jurisdictional agency(ies).



4.5 The page identifying preparers of engineering reports, the title sheet for estimates and

each sheet of plans, shall bear the professional seal, certificate number, registration classification,

expiration date of the certificate, and signature of the professional engineer(s) responsible for

their preparation, where appropriate.



4.6 Consultant shall provide the services for the Project in close liaison with Caltrans, the

City of Fremont, the City of Union City, FHWA, and other stakeholders.



4.7 To ensure understanding of contract objectives, meetings between ACTA, Caltrans,

project stakeholders and the Consultant will be held as often as deemed necessary. All work

objectives, the Consultant's work schedule, the terms of the contract and any other related issues

will be discussed and any issues or problems resolved.



4.8 Consultant may establish direct contact with governmental regulatory and resource

agencies and others for the purpose of obtaining information, expertise and assistance in

developing baseline data and resource inventories. The Consultant shall maintain a record of all

such contacts and shall transmit copies of those records to ACTA on a regular basis.



4.9 ACTA will retain responsibility for all final consultation, both informal and formal, with

State and Federal agencies regarding project mitigation and compensation proposals.



4.10 Consultant shall comply with OSHA regulations regarding safety equipment and

procedures, safety instructions issued by Caltrans, and the safety provisions included in the

Caltrans Survey Manual. The Consultant shall be responsible in ensuring that proper safety

training has been provided for its employees.



4.11 Surveys performed by the Contractor shall conform to the requirements of the Land

Surveyors Act and Caltrans Surveys Manual. In accordance with the Act, "responsible charge"

for the work shall reside with a pre-January 1, 1982, Registered Civil Engineer or a Licensed

Land Surveyor, in the State of California.



4.12 Where Consultant is required to prepare and submit studies, reports, plans, etc., to

Caltrans, the City of Fremont and/or the City of Union City as required by the following Scope of

Services, these shall be submitted in draft as scheduled, and the opportunity provided for Caltrans

and others to direct revisions, prior to final submission.





5. SCOPE OF SERVICES REQUIRED



The scope of services required for the East-West Connector Project will consist of the following

five phase effort:



• Phase 1 involves developing the project purpose and need statement, confirming project

alternatives to be moved forward, updating cost estimates for each alternative, developing









RFP ACTA 07-01 Page 5 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





a public outreach plan, and determining the appropriate type of Environmental Document

(ED) for compliance with the California Environmental Quality Act (CEQA) and the

National Environmental Policy Act (NEPA), if necessary.



• Phase 2 involves preliminary engineering and environmental studies necessary for the

preparation of the Draft Project Report (DPR) and the Draft CEQA and NEPA

Environmental Documents (DED), up to and including the Draft for Circulation. Phase 2

includes performing the necessary surveying and mapping required for all phases listed in

Section 5: Scope of Services Required.



• Phase 3 involves the preparation of responses to comments to the DPR and DED and the

revisions to the draft documents until final approval of the Project Report (PR) and ED.



• Phase 4 involves the detailed design of the project and the preparation of the plans,

specifications and estimates (PS&E).



• Phase 5 involves assisting ACTA with matters related to acquiring the necessary rights of

way for the project and disposing of any excess parcels not needed for the project,

including publicly owned lands preserved for the Historic Parkway Project outside of the

area of potential effect of the alternative(s) considered for further development.



ACTA will authorize work to proceed on a phase-by-phase basis, with some overlapping

activities, and shall maintain the rights to terminate the contract before all phases of work are

complete and the right to amend the contract as provided for in the ACTA Agreement.



For all work products, the Consultant shall perform the work necessary to define the project,

refine the purpose and need statement, develop and evaluate project and/or design alternatives,

produce all necessary documents required to obtain the Project Approval and Environmental

Clearance (a Project Report and an Environmental Document), prepare cost estimates, and

prepare final design/contract documents – all acceptable to City of Fremont, City of Union City,

Caltrans, ACTA and other stakeholders as applicable. In addition, the Consultant shall be

responsible for the preparation, submittal and approval of all accompanying documents (i.e.

mapping, permits, agreements, reports, etc.).



For the Consultant’s work effort, the Consultant shall be familiar with and responsible for

performing the tasks and activities listed below. This list below is intended to represent a

breakdown by major task. The Consultant should include any additional major tasks and

segregate each of the major tasks into subtasks as necessary to describe the proposed scope of

work in detail in an appendix to the proposal. The appendix should also list the deliverables

anticipated for each task and subtask. It is anticipated that the selected consultant will prepare a

detailed scope of work before award of the contract.









RFP ACTA 07-01 Page 6 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





Task 1 – Project Management (Phases 1, 2, 3, 4 and 5)

• Project Management.

• Project Administration.

• Develop Project Management Plan, including a Public Outreach Plan

• Project Quality Assurance/Quality Control Program (further defined below).

• Agency Coordination including obtaining necessary permits (further defined below).

• Project Progress Meetings and Reporting (further defined below).

• Document Control using the Caltrans Uniform File System.

• Prepare and maintain an updated critical path project schedule.

• Interagency coordination in accordance with the Memorandum of Understanding

(MOU) between ACTA, Fremont, Union City and Caltrans (copy of MOU attached).



Task 2 - Preliminary Engineering (Phases 1, 2 and 3)

• Obtain necessary encroachment permits.

• Prepare appropriate mapping for design including approval of Caltrans Mapping

Checklists A, B and C for areas of the project within the State Highway System right

of way and all associated surveying.

• Perform a Preliminary Traffic Operational Analysis for up to three project

alternatives.

• Define up to three project alternatives in plan, profile and typical sections, including

permanent and temporary right-of-way needs, and discuss phasing the project to meet

funding constraints, if necessary.

• Coordinate and develop reasonable design alternatives, if applicable, for relocation of

utilities that encroach the project site.

• Assist, as directed by ACTA, with the negotiation of any necessary utility agreements.

• Perform sufficient geotechnical investigations to determine the preliminary design

parameters for the retaining walls, soundwalls and other structures as required.

• Develop construction and right-of-way cost estimates for the entire project, including

reasonable alternatives, and project phases to meet funding constraints, as necessary.



Task 3 –Environmental Document (Phases 1, 2 and 3)



• Develop the project purpose and need statement.

• Determine appropriate type of ED and whether or not a NEPA document is required.

• Prepare Environmental Technical Studies potentially including but not limited to

Cultural Resources, Biological Resources, Traffic Operations, Geotechnical Impact

Report, Initial Site Assessment, Flood Plain Study, Visual, Air, Noise, Vibration and

other studies as necessary.

• Prepare Draft Environmental Document (DED).

• Assist with the appropriate public outreach.

• Prepare Final ED including certification.









RFP ACTA 07-01 Page 7 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





Task 4 – Project Approval (Project Report) (Phases 2 and 3)



• Prepare Traffic Operations Report for the entire project and project phases as

necessary.

• Perform right-of-way engineering surveys and prepare checklist for specially funded

projects.

• Prepare appropriate Land Net Data.

• Prepare preliminary plans, profiles and typical sections for the entire project and

project phases as necessary.

• Refine the project alignment through publicly owned lands to optimize the potential

return from the disposal of excess parcels.

• Prepare construction and right-of-way cost estimates for the entire project and project

phases as necessary.

• Prepare documentation of justification for exceptions to applicable design standards

and other project development procedures, as necessary.

• Prepare Project Report that addresses the entire project and project phases as

necessary.



Task 5 – Plans, Specifications and Estimates (PS&E) (Phase 4)



• Prepare and submit a progress set of plans, specifications and estimate for the

preferred alternative depicting the following aspects of the design at approximately a

65% level of completion (65% PS&E):

o Cover showing the limits of work, sheet index, signature blocks, etc. (Title

Sheet)

o Horizontal alignment (layout sheets);

o Vertical alignment (profile sheets);

o Cross sectional elements including the various pavement sections, curbs,

gutters, sidewalks, paths, earthen berms, etc. within the proposed project right

of way (typical section sheets);

o Horizontal location of existing and proposed drainage facilities (Drainage

Plans);

o Vertical alignment of existing and proposed drainage facilities including any

utility facilities such as pipelines, conduits, etc. which may potentially conflict

with the drainage facilities (Drainage Profiles);

o Location, both horizontal and vertical, of existing utility facilities within the

project limits identifying High Risk utilities (Utility Sheets);

o Structures including plan view, profile, cross sections, foundations, etc.

(Structures Sheets);

o Soundwall plans, if necessary, showing the horizontal and vertical locations of

soundwalls proposed as mitigation measures;

o Pavement Delineation Sheets showing the existing and proposed striping and







RFP ACTA 07-01 Page 8 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





pavement markings;

o Sign plans showing the location and sign panel information for existing and

proposed project signing;

o Signal Plans showing existing and proposed facilities related to traffic signals

per signal location;

o Stage Construction plans, including Traffic Handling plans showing the

various stages proposed to accomplish the construction while maintaining

appropriate traffic flow along existing facilities to be improved; and

o Other plan sheets necessary to depict the proposed improvements.

• Prepare and submit signature ready plans, specifications and estimates based on

review comments received on the progress submittal (100% PS&E).

• Prepare and submit signed plans, specifications and estimates (Final Design/Contract

Documents).



Task 6 – Right of Way Acquisition and Disposal Services (Phase 5)



• Provide services related to acquiring the necessary rights of way from both public and

private owners, including residential and business properties.

• Provide services related to selling excess properties including properties preserved for

the Historic Parkway no longer needed for the project.



The project must adhere to Caltrans design standards, regulations, policies and procedures for all

work within State right-of-way at the time of project advertisement. Compliance with Federal

Highway Administration requirements is also necessary for work within the I-880 right-of-way.

For the work beyond the State right-of-way, the project must adhere to applicable local design

standards, regulations, policies and procedures. All work must be performed and work products

prepared in such fashion to be approved by the appropriate agency, i.e. City, County, State or

Federal.



Quality Assurance/Quality Control:

All submittals (plans, calculations, report and associated documents) shall include evidence of

quality assurance and quality control (QA/QC) reviews. The Consultant will be required to

submit a QA/QC program to ACTA for review and approval prior to the submittal of any contract

deliverables. Major reviews and procedures shall be identified which are specific for this project.



Agency Coordination:

The Consultant will coordinate project development with all concerned agencies and will secure

the required permits. Concerned agencies may include, but not be limited to, the following:



• Alameda County Transportation Authority (ACTA)

• Alameda County Congestion Management Agency

• Alameda County Public Works Agency (including the Right-of-Way Department)

• Caltrans







RFP ACTA 07-01 Page 9 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





• City of Fremont

• City of Union City

• Alameda County Flood Control District

• Corps of Engineers

• California Department of Fish and Game

• United States Fish and Wildlife Service

• Regional Water Quality Control Board

• Federal Highway Administration

• Union Pacific Railroad

• Bay Area Rapid Transit District (BART)

• Utility companies as necessary

• Other stakeholders, permitting agencies or reviewing agencies as necessary

In addition to the agency coordination listed above, Consultant shall provide agency coordination

to facilitate the provisions in the Memorandum of Understanding (MOU) between ACTA,

Fremont, Union City and Caltrans for the development of the proposed project. A copy of the

MOU is included as Attachment B to this RFP. This agency coordination may include, but is not

limited to, assisting the parties to the MOU with the preparation of documentation, exhibits, etc.

for presentation to their respective governing boards and committees.



Project Progress Meetings and Reporting:

Project progress meetings and reporting will include meetings between ACTA staff and

Consultant to be held as often as deemed necessary, with monthly reporting on work

accomplished in the previous month including the status of the project progress, project schedule,

project budget, achievement towards LBE and SLBE goals, and any modifications to the base

construction cost estimate. Project Development Team (PDT) meetings with the cities of Fremont

and Union City, Caltrans and other project stakeholders will be held at approximately one-month

intervals. Agendas and Minutes of the all meetings will be prepared by the Consultant and

furnished to attendees and concerned parties within five working days prior and subsequent to

each meeting.



SECTION II - PROPOSAL REQUIREMENTS

1. PROPOSAL CONTENT



The following sections of the proposal should not exceed a total of 30 single sided, 8-1/2”x11”

pages. The minimum font size shall be size 11. The cover, cover/transmittal letter, the appendix

containing the detailed scope of work and hours, and detailed resumes are not counted towards

the 30-page limit. Additional material may be included in appendices to the proposal. However,

elaborate brochures or other promotional material not related to this scope of work are not

desired. The proposal content and format of the proposal should demonstrate the cost

consciousness of the team. The use of 11”x 17” sheets are permitted but such a sheet will be

counted as two 8-1/2”x11” pages.



The Proposal should be organized in the following sequence:







RFP ACTA 07-01 Page 10 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





(A) Cover Letter

Summarize the makeup of the team, key approaches and any other information pertinent

to the RFP. The cover letter shall be signed by an officer authorized to execute a contract

with ACTA and shall contain a statement to the effect that the proposal constitutes a firm

offer for at least six months from the last day for receipt of proposals set forth in this

RFP.



(B) Project Team

Describe the Consultant team, the commitment of the team and its key staff to the project,

organization chart, the team’s commitment to the Local Business Enterprise (LBE) and

Small Local Business Enterprise (SLBE) goals, the team’s commitment to Quality

Assurance/Quality Control (QA/QC) and the team’s special or unique qualifications or

experience in project definition, project delivery, project budget monitoring and/or

adherence to project schedule.



(C) Project Understanding

Demonstrate the Consultant team’s understanding of the existing project conditions and

issues. Note any design or project development issues that were not either addressed

with this RFP or the Consultant team believes would impact the project schedule or the

project cost. The Consultant team should provide techniques and specific cost saving

measures to reduce the construction cost without compromising the integrity of the

project.



(D) Details of Proposed Approach

Provide a detailed explanation of the approach for completing the work, addressing any

potential hurdles to the delivery of the project and each of the major tasks above and

discussing the deliverables. Include a description of any innovative and/or creative

approaches to delivering the project consistent with the ACTA Objective stated in

Section I - Part 2.3 above. Describe how the Consultant will coordinate with Caltrans,

Fremont, Union City and ACTA staff; procedures for on-call staff to be mobilized and

managed if tasks to be performed by others need to be incorporated into the Consultant’s

work effort; and procedures to ensure that right-of-way issues (e.g. temporary

construction easements) are identified early. Also, discuss the Consultant team’s Quality

Assurance/Quality Control program for this project.



(E) Proposed Staffing Plan

Designate the Principal-in-Charge, Project Manager and the Team member to act as one

point of contact for ACTA throughout the duration of the contract. The proposal should

describe the individuals and their roles on the team. Identify key staff members

including, as a minimum: Principal-in-Charge; Project Manager; lead roadway designer;

lead structural engineer, lead traffic engineer, lead environmentalist; and person

responsible for QA/QC. For all the roles above, the proposal should include a brief

resume describing similar projects on which they have been involved and their role(s) on

those projects, their availability over the duration of this project, and a description of the

benefits the person brings to the team. Indicate recent, relevant experience and









RFP ACTA 07-01 Page 11 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





references on similar projects where a similar role was performed. Full resumes may be

included in an appendix. Proposals shall clearly establish principal team member firms

and subconsultants. An organization chart should be included. Any substitution of key

staff during the project will require approval from the ACTA.



All work to be performed by LBE or SLBE firms should be clearly identified and the

percentage of their involvement noted. Each Consultant team should comply with the

Local Business Enterprise (LBE) and Small Local Business Enterprise (SLBE)

requirements described in Section II – Part 4 below. The Consultant should provide

copies of the certification documents, including expiration date, for the listed LBE/SLBE

firms. The LBE participation goal for this contract is 70% with a SLBE goal of

30%. Copies of the LBE/SLBE certifications for each firm used to meet the goals should

be included in an appendix of the proposal. ACTA considers these participation goals

realistic and will monitor compliance during the contract.



(F) Estimated Hours and Schedule

The Consultant should provide an estimate of the hours required for all activities and

tasks discussed in this RFP, with summaries to be provided by phase and the project

overall. The summaries should be included in the main body of the proposal, i.e.

included in the 30-page limitation.



A breakdown of hours for each classification of employee with key team members

identified by name should be provided by task and subtask in an appendix. The hours

should be further divided by the Prime Consultant’s staff type and the other supporting

team firms.



The Consultant may include additional tasks if they wish. No fee information is required

for this proposal. For the information of the Consultant, the fee will be negotiated as

provided in the ACTA policy for Procurement of Engineering and Related Professional

Services. ACTA will be guided by the provisions of the Federal Acquisition

Regulations, 48 CFR 31. A proposed project schedule showing significant milestones

should be included in the proposal.



(G) Similar Experience of the Consultant Team and Project Manager



• Provide descriptions of a minimum of three (3) Preliminary

Engineering/Environmental Document preparation projects similar in size and

complexity completed in the last seven (7) years by the prime consultant

including: the client’s name and address; the name of the client contact person to

be used as a reference including a current telephone number; the estimated

construction value of the project; the preliminary engineering/environmental

document preparation cost as a percentage of the construction value; the number

of amendments to the preliminary engineering/environmental document

preparation contract and the percentage increase over the base contract; and a

statement on the Consultant’s team adherence to the budget and schedule.









RFP ACTA 07-01 Page 12 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





• Provide descriptions of a minimum of three (3) projects including at least one (1)

with a construction cost more than $30 million in the last seven (7) years to

demonstrate the proposed project manager’s ability to achieve consensus on a

controversial project. The information should include: the client’s name and

address; the name of the client contact person to be used as a reference including

a current telephone number; the estimated construction value of the project; the

preliminary engineering/environmental document preparation cost as a percentage

of the construction value; the contribution of the project manager in resolving

complex project issues, the number of amendments to the preliminary

engineering/ environmental document preparation contract and the percentage

increase over the base contract; and a statement on the Consultant’s team

adherence to the budget and schedule.



(H) Comments on the ACTA Sample Professional Services Contract

A sample ACTA Professional Services Contract is shown in Attachment C. Note that

ACTA requires both Liability and Errors and Omissions insurance. The payment

provisions will be determined during contract negotiations. Project reporting will be

required regarding the work accomplished in the previous month, the status of the project

progress, project schedule, project budget (including status on accomplishment of the

agreed upon LBE and SLBE goals), and any modification to the base construction cost

estimate. Contract items to be aware of include ownership of documents (including the

Consultant providing electronic copies of all submittals, including calculations) and

potentially invoking liquidated damages on the monthly reporting submittal. Please

provide comments on any concerns or issues that you may have regarding this sample

contract or the discussion above.



(I) Levine Act Disclosure

Summarize the Consultant’s team disclosure in the proposal. Provide in an appendix to

the proposal, the required Levine Act Information. See Section II-5 below concerning the

Levine Act.



(J) Appendices

Include the information required by this RFP to be included in an appendix such as full

resumes of team personnel (as opposed to the brief resumes included in the Proposed

Staffing Plan within the 30-page limitation), LBE/SLBE certification information, the

breakdown of hours by task and subtask for each classification of employee with key

team members identified by name, and any required Levine Act information. The

appendix does not count against the stated page limitation.



It is recommended that the proposal be brief and be focused on this project. The inclusion of

excessive company promotion materials is strongly discouraged.









RFP ACTA 07-01 Page 13 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





2. SUBMITTAL PROCEDURES, SELECTION CRITERIA AND SCHEDULE



ACTA will hold a pre-proposal meeting to review this Request for Proposal with perspective

proposers. Explanations or clarifications desired by respondents regarding the meaning or

interpretation of this RFP may be requested orally or in written form at this meeting or in

advance of the meeting as provided for below. While this meeting is not mandatory, all

consultants intending to propose are strongly encouraged to attend. The meeting will be held at

the Alameda County Transportation Authority Office, 426 - 17th Street, Suite 100, Oakland, CA

94612 on Wednesday, January 31, 2007 at 10:00 a.m. All questions pertaining to this RFP, other

than those posed at the pre-proposal meeting as provided for above, should be submitted in

writing via hardcopy, fax or email on or before Friday, January 26, 2007. The subject line for

questions submitted in writing should include reference to “RFP ACTA 07-01 Questions.”

Questions should be addressed as follows:



James O’Brien, P.E., ACTA Project Coordinator

Alameda County Transportation Authority

426 17th Street, Suite 100

Oakland, CA 94612-4305

Fax: (510) 893-6489

Email: jobrien@actia2022.com



Responses to all questions received in writing by the submittal deadline shown above will be

distributed at the pre-proposal meeting and posted on our website.



Proposals should be submitted to:



Arthur L. Dao, P.E., Deputy Director

Alameda County Transportation Authority

426 17th Street, Suite 100

Oakland, CA 94612-4305



Eight copies of your Proposal must be received at the above address no later than 3:00 P.M.,

PST, on Wednesday, February 21, 2007.



Proposals should be submitted in a sealed envelope marked:



"East-West Connector Project (MB226) – RFP ACTA 07-01”







Proposals will be reviewed based, but not limited to, the following criteria:



• Adherence to instructions contained in the RFP

• Qualifications of key staff

• Qualifications of team members

• Previous experience with similar projects and project area







RFP ACTA 07-01 Page 14 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





• Previous experience with Caltrans, FHWA and local procedures

• Satisfaction of previous clients

• Team organization

• Project understanding and approach

• Innovation and creativity included in the proposed project approach

• Specific ideas to control and contain project scope

• Specific ideas to identify risks early and contingency plans to address risks

• Ability to meet or exceed the ACTIA LBE/SLBE goals



In accordance with the ACTA Policy for Procurement of Engineering and Related Professional

Services, three to five top ranked firms will be invited for interviews. Final recommendations to

the Board will be based on rankings established by the interview panel.



The following schedule is targeted for consultant selection:



Release RFP Tuesday, January 16, 2007

Last Day to Submit Questions (in writing) Friday, January 26, 2007

Pre-Proposal Conference (ACTA Office) Wednesday, January 31, 2007

At 10:00 A.M.

Proposals Due (ACTA Office) Wednesday, February 21, 2007

At 3:00 P.M., PST

ACTA Board Approval of Shortlist Thursday, March 22, 2007

Interviews Week of March 26, 2007

ACTA Board Approval of Top-Ranked Team Thursday, April 26, 2007

Contract Negotiations April – May 2007

ACTA Board Approval of Contract Thursday, May 24, 2007

Notice to Proceed Friday, May 25, 2007





3. CONFLICT OF INTEREST



The consultant who is providing Project Control Services to ACTA ("PCS Consultant") represents

the ACTA in managing and reviewing invoices of other ACTA consultants, subconsultants,

contractors and subcontractors. To avoid the appearance of undue influence, the PCS Consultant,

and the team of firms and individuals which comprise the PCS Consultant ("PCS Team"), are

prohibited from pursuing any contract directly with ACTA as a prime consultant or part of a Joint

Venture, Limited Liability Company or Partnership in the prime consultant role. The PCS

Consultant is also prohibited from participating in any contract as a subconsultant.



However, because there are a limited number of firms with the expertise required both for

participation on the Project Control Team and for participation on the projects themselves, ACTA









RFP ACTA 07-01 Page 15 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





does not want to unfairly limit the ability of ACTA and Project Sponsors to use these firms, and in

fairness to the firms themselves, many of which are small local businesses, PCS Team members may

participate on such projects as subconsultants, as long as they do not enter sole source relationships

with any prime consultant.

The PCS Team members should not, however, be placed in a position where a PCS Team member

would be responsible for reviewing that PCS Team member’s own work. If any PCS Team member

is selected as a subconsultant on a project or contract funded with Measure B funds and administered

by ACTA, then that PCS Team member may not have any role in managing, coordinating or

monitoring that project or contract on behalf of ACTA. If application of this prohibition requires the

removal of that PCS Team member from an ongoing role or responsibility, the PCS Consultant shall

be responsible for ensuring continuity of such project control services at the PCS Consultant’s own

cost.



4. PROFESSIONAL SERVICES CONTRACT PROGRAM



ACTA has a Professional Services Contract Program for all professional services contracts

exceeding $50,000. The Program establishes goals for award of professional service contracts to

firms located within Alameda County. In addition, the Program describes certain employment

practices for ACTA consultants.

This preliminary engineering and design contract will be solely funded by ACTA – Measure B

funds, so consequently the ACTA Local Business Enterprise (LBE) and Small Local Business

Enterprise (SLBE) Professional Services Contract Program will apply. The ACTA goal for

professional services is 70% for LBE and 30% for SLBE. A copy of the Program’s

Requirements and Forms is included in Attachment D of the hardcopy version this RFP. The

Program can be accessed via the ACTA website at www.actia2022.com under ”Opportunities.”

It is the responsibility of qualified LBE and SLBE firms which desire to work on ACTA

contracts to ensure that they are appropriately certified by the ACTA on a timely basis. All firms

used in meeting the LBE and/or SLBE goals must be certified by the proposal submission date.

Copies of the list of Certified LBE and SLBE firms are available via the website listed above or

can be obtained from the ACTA Affirmative Action Consultant, see below. To receive a digital

copy of the LBE/SLBE certification forms in MS Word Format, contact the ACTA Affirmative

Action Consultant. Please note there are no mandated Disadvantage Business Enterprise

requirements associated with this RFP. The prime contractor will be required to report

LBE/SLBE utilization with each invoice submitted and no less frequently than once every three

months.

The ACTA Affirmative Action Consultant is available to assist firms in meeting the local and

small local business goals. The ACTA Affirmative Action Consultant is:

Mason Tillman Associates, Ltd.

1999 Harrison Street, Suite 600

Oakland, CA 94612

Contact Person: Erika Atkins

Telephone: (510) 238-4677 Fax (510) 835-2647

E-mail: eatkins@mtaltd.com







RFP ACTA 07-01 Page 16 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





All questions regarding Local and Small Local Business Enterprises (LBE/SLBE) certification

should be submitted in writing (fax and email acceptable) to ACTA staff or the project

coordinator, who will pass them onto the Affirmative Action Consultant as appropriate.

ACTA, upon the recommendation of its Affirmative Action Consultant, is the sole judge of

acceptable certification.



5. LEVINE ACT



The Levine Act (Government Code 84308) is part of the Fair Political Practices Act that applies to

elected officials who serve on appointed Boards such as the Alameda County Transportation

Authority. The Levine Act prohibits any ACTA Member or Alternate who has received more than

$250.00 within the previous twelve months from an applicant from participating in or influencing

the decision on awarding a contract with ACTA. The Levine Act also requires a member of

ACTA or Alternate who has received such a contribution to disclose the contribution on the record

of the proceeding. In addition, ACTA Members are prohibited from soliciting or accepting a

contribution from a party applying for a contract while the matter of awarding the contract is

pending before ACTA or for three months following the date a final decision concerning the

contract has been made.



Applicants must disclose on the record any contribution more than $250.00, which they have

made to an ACTA Member or Alternate within the twelve-month period preceding submission of

their application. This duty applies to your company, any member of your team, any agents for

you or other team members and to the major shareholders of any closed corporation, which is part

of your team. If you have made a contribution which needs to be disclosed, you must provide

written notice of the date, amount, and receipt of the contribution(s) in writing to the ACTA

Executive Director. This information must accompany your Proposal.









RFP ACTA 07-01 Page 17 of 18

Alameda County Transportation Authority

Request for Proposal 07-01





SECTION III – APPROVAL OF RFP FOR ISSUANCE

Approved for issuance







Christine Monsen, P.E., Executive Director

Date of Issuance: January 16, 2007







Attachments:

• Attachment A – Amendment No. 2 to the 1986 Expenditure Plan

• Attachment B – Memorandum of Understanding between ACTA, Fremont, Union City

and Caltrans

• Attachment C – Sample Professional Services Contract

• Attachment D – Professional Services Local Business and Small Local Business

Enterprise Contract Program Requirements and Forms (Most current

version available on website)









RFP ACTA 07-01 Page 18 of 18

Alameda County Transportation Authority

Request for Proposal 07-01



Attachment A

Amendment No. 2 to the 1986 Expenditure Plan









Alameda County Transportation Authority June 2006

Amendment No. 2 to the 1986 Expenditure Plan

Alameda County Transportation Authority Attachment A (cont.)

Request for Proposal 07-01



Expenditure Plan Amendment (Amendment No. 2)



to Replace the Route 238 and Route 84 Project

with the

Route 238 (Mission Boulevard) Spot Improvements Project – Hayward Segment,

the Route 238 (Mission Boulevard) Spot Improvements Project – Union City Segment,

the Route 238 (Mission Boulevard) Spot Improvements Project – Fremont Segment,

and

the Option 2 East-West Connector Project between I-880 and Mission Boulevard (Route

238) in Fremont and Union City





INTRODUCTION AND BACKGROUND



In 1986, Alameda County voters authorized a half-cent transportation sales tax to finance

improvements to the County’s overburdened transportation infrastructure. This tax expired in

2002. A detailed Expenditure Plan guides the use of those funds. The 1986 Expenditure Plan

authorized the expenditure of local transportation funds to extend BART to Dublin/Pleasanton,

open 22 miles of carpool lanes on I-880, and maintain and expand bus service throughout the

county. In addition, the 1986 Plan funds special transportation services for seniors and people

with disabilities. The Plan also provided congestion relief throughout Alameda County by

adding lanes to I-880 overpasses, improving the I-580/I-680 interchange in Dublin and

Pleasanton which included widening sections of I-580, reconstructing the Route 13/Highway 24

interchange, extending Route 84 in Livermore to remove highway traffic from the downtown

area, improving access to the Oakland International Airport, and upgrading surface streets and

arterial roadways. Most of the 10 major projects authorized by the 1986 Expenditure Plan have

been completed or are under construction, and those that are still in the design and environmental

review stage are scheduled to begin construction in the next few years.



Specifically, the 1986 Expenditure Plan included Measure B funds for the widening of Route

238 (Mission Boulevard) between Industrial Parkway and existing Route 84, and the

construction of a new Route 84 along a previously adopted alignment where rights of way had

been acquired to intersect with I-880. The alternative that followed that previously-adopted

alignment became known as the Historic Parkway. In the Expenditure Plan, Caltrans was named

as the project sponsor. The Route 238 widening from Industrial Parkway to the south and the

new Route 84 were intended to complement another project included in the 1986 Expenditure

Plan to improve the existing Route 238 on a new expressway alignment to bypass downtown

Hayward, from Industrial Parkway north to I-580 in Hayward. This project was commonly

referred to as the Route 238 Hayward Bypass Project. After decades of controversy while the

Bypass project was being developed, Amendment No. 1 to the 1986 Expenditure Plan replaced

the Hayward Bypass Project with alternative improvements.



Since the passage of Measure B, the widening of Route 238 (Mission Boulevard) between

Industrial Parkway and existing Route 84 has been partially implemented in three segments: one



Alameda County Transportation Authority June 2006

Amendment No. 2 to the 1986 Expenditure Plan

Alameda County Transportation Authority Attachment A (cont.)

Request for Proposal 07-01



in Hayward, another in Union City and the third in Fremont. The resultant widening is not

continuous along Route 238 (Mission Boulevard), but provides congestion relief through

widening along certain stretches and at key intersections.



Like the Hayward Bypass Project, the Route 84 Historic Parkway Project has been on the books

for decades and embroiled in controversy during its lengthy history. Caltrans first identified the

need for the project back in 1958. Rights of way were acquired and/or zoned for the Historic

Parkway during the 1960’s and 70’s and the approval of the Expenditure Plan in 1986 made

funding available to develop the project. Six alternatives were analyzed as part of the

environmental studies and the Historic Parkway was identified as the preferred alternative. A

Final Environmental Impact Report/Study (EIR/S) was completed and approved by Caltrans in

2002. The Federal Highway Administration would not certify the EIR/S due to continuing local

opposition, thereby effectively suspending the Historic Parkway Project until consensus could be

reached.



Since 2002, the Alameda County Transportation Authority has worked with the Cities of Union

City and Fremont and Caltrans to establish consensus on an alternative set of improvements to

act as an east-west connection between I-880 and Route 238 to replace the Historic Parkway. In

May of 2006, the Alameda County Transportation Authority Board voted to approve and include

the alternative set of improvements in the 1986 Measure B Expenditure Plan, replacing the

Route 84 Historic Parkway Project.



The proposed replacement for the Route 84 Historic Parkway Project is the I-880 to Route 238

East-West Connector Project, which includes the following major features:



• A combination of new roadways along preserved rights of way and improvements to

existing roadways and intersections along Decoto Road, Fremont Boulevard, Paseo Padre

Parkway, Alvarado-Niles Road and Route 238 (Mission Boulevard);

• New roadways designed in accordance with local roadway standards of the

corresponding municipality;

• Widening along existing roadways consistent with the corresponding municipality’s

adopted plans;

• A minimum of two through lanes in each direction on new roadways; and

• Mitigation for impacts identified and approved in the environmental studies phase.









Alameda County Transportation Authority June 2006

Amendment No. 2 to the 1986 Expenditure Plan

Alameda County Transportation Authority Attachment A (cont.)

Request for Proposal 07-01



PROPOSED AMENDMENT NO. 2 TO THE 1986 EXPENDITURE PLAN



Thus, pursuant to the enabling legislation of Measure B, under Public Utility Code Sections

131304 and 131050, which allows for the Authority to add, delete a project, or to make changes

of major significance, Amendment No. 2 to the 1986 Alameda County Transportation

Expenditure Plan has been approved to reflect the following:



1. Delete the Route 238 and Route 84 Project currently included in the Expenditure Plan’s

Essential Transportation Project List as shown below:



Project: Route 238 and Route 84

Cost: $77 million Sales tax contribution: $67 million

Sponsor: Caltrans



Description Route 238 (Mission Boulevard) will be built as a six lane roadway from

: Industrial Parkway to Route 84 near Decoto Road. Route 84 will then be built

along a previously adopted alignment where rights of way have been acquired

to intersect with 880.



Note: Although the new Route 84 will likely intersect Route 238 somewhere

north of Peralta Avenue, the six lane conventional road is intended to extend

to Peralta Avenue. The remaining $10 million to complete the Route will

come from other sources; i.e., local assessment districts, thus providing

leveraging for the sales tax funds. The project is contingent upon receipt of

the $10 million. If it is not forthcoming, the project will not be built. (2)



Note (2) Cost break-out is as follows:



A) Rte. 238 through Union City

Widening existing Mission Blvd. to 6 lanes 15M



B) Rte 84 – 4 lane freeway 55M



C) Engineering/Design 7M



Total 77M









Alameda County Transportation Authority June 2006

Amendment No. 2 to the 1986 Expenditure Plan

Alameda County Transportation Authority Attachment A (cont.)

Request for Proposal 07-01



2. Add the Route 238 (Mission Boulevard) Improvements Project – Hayward Segment as

follows:



Project: Route 238 (Mission Boulevard) Improvements Project – Hayward Segment

Cost: $ 6.7 million ACTA Measure B Sales tax contribution: $6.4 million

Sponsor: Alameda County Transportation Authority and the City of Hayward



Description

:









The Hayward Segment of the Route 238 (Mission Boulevard) Improvements

includes widening Route 238 (Mission Boulevard) and Industrial Parkway

along the approaches to the intersection between the two roads and other

intersection improvements.









Alameda County Transportation Authority June 2006

Amendment No. 2 to the 1986 Expenditure Plan

Alameda County Transportation Authority Attachment A (cont.)

Request for Proposal 07-01



3. Add the Route 238 (Mission Boulevard) Improvements Project – Union City Segment as

follows:



Project: Route 238 (Mission Boulevard) Improvements Project – Union City Segment

Cost: $8.5 million ACTA Measure B Sales tax contribution: $7.0 million

Sponsor: Alameda County Transportation Authority and the City of Union City



Description:









The Union City Segment of the Route 238 (Mission Boulevard) Improvements

includes widening Route 238 (Mission Boulevard) from north of Whipple Road

to south of Decoto Road and improving the intersections at Mission

Boulevard/Whipple Road and Mission Boulevard/Decoto Road.









Alameda County Transportation Authority June 2006

Amendment No. 2 to the 1986 Expenditure Plan

Alameda County Transportation Authority Attachment A (cont.)

Request for Proposal 07-01



4. Add the Route 238 (Mission Boulevard) Improvements Project – Fremont Segment as

follows:



Project: Route 238 (Mission Boulevard) Improvements Project – Fremont Segment

Cost: $47.0 million ACTA Measure B Sales tax contribution: $45.0 million

Sponsor: Alameda County Transportation Authority and the City of Fremont



Description:









The Fremont Segment of the Route 238 (Mission Boulevard) Improvements

includes widening Route 238 (Mission Boulevard) from north of Henderson

Court to south of Orchard Drive, replacing two railroad crossings and the

crossing over Alameda Creek, and replacing a drainage pump station. The

project also includes intersection improvements at Mission Boulevard and

Route 84 (i.e. Niles Canyon Road to the east and Mowry Avenue to the west)

and Orchard Drive.









Alameda County Transportation Authority June 2006

Amendment No. 2 to the 1986 Expenditure Plan

Alameda County Transportation Authority Attachment A (cont.)

Request for Proposal 07-01



5. Add the Option 2 East-West Connector Project as follows:



Project: I-880 to Route 238 East-West Connector

Cost: $107.0 million ACTA Measure B Sales tax contribution: $88.0 million

Sponsor: Alameda County Transportation Authority, Union City and Fremont



Description:









Construct an improved east-west connection between I-880 and Route 238

(Mission) comprised of a combination of new roadways along preserved

rights of way and improvements to existing roadways and intersections

along Decoto Road, Fremont Boulevard, Paseo Padre Parkway, Alvarado-

Niles Road and Route 238 (Mission Boulevard).









Alameda County Transportation Authority June 2006

Amendment No. 2 to the 1986 Expenditure Plan

Alameda County Transportation Authority Attachment A (cont.)

Request for Proposal 07-01







6. Modify Implementing Guidelines (as adopted pursuant to Amendment No. 1) to

provide the following:



a. The goal of the Amendments to the Expenditure Plan is to complete the projects

described in the each Amendment in a timely manner. All added projects will be given

five years from the date of the final approval of this the applicable Expenditure Plan

Amendment to obtain environmental clearance, approval from all agencies having

jurisdiction over the proposed improvements, support from the community, and full

commitment of funds from all sources required to develop and construct the project.

Projects that cannot meet this requirement may appeal to the Authority for extension(s)

of one year duration.



b. Should an added a project added by an Amendment become infeasible or unfundable in

whole or part, due to circumstances unforeseen at the time of the Amendment, funding

may be applied to other projects in the original Expenditure Plan by the Authority.



c. Should one or any combination of the projects added by an Amendment be implemented

in a manner that fulfills the purpose of the project and requires less than the amount of

Measure B funding identified in the Amendment, any remaining Measure B funds may

be applied to other projects in the Expenditure Plan by the Authority.



c d. Under no circumstance may Measure B funds in the an Amendment be applied to any

purpose other than direct transportation improvements in Alameda County. The funds

may not be used for any projects or studies other than those specified in the

Amendment and the original Expenditure Plan (as amended), without an additional

specific amendment to the Expenditure Plan.



d e. Project costs in excess of the amount of Measure B funding identified in the an

Amendment will be the responsibility of the Project Sponsor. Measure B funding for

the added projects are capped at the amounts identified in the Amendment, unless

authorized by the Authority Board and subject to future annual Strategic Plan Updates.









Alameda County Transportation Authority June 2006

Amendment No. 2 to the 1986 Expenditure Plan

Alameda County Transportation Authority

Request for Proposal 07-01





Attachment B

Memorandum of Understanding

Between

ACTA, Fremont, Union City and Caltrans









MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority Attachment B (cont.)

Request for Proposal 07-01





MEMORANDUM OF UNDERSTANDING

FOR THE

FUNDING AND DELIVERY

OF THE

I-880/ROUTE 262 (MISSION BOULEVARD)/WARREN AVENUE/BART

ACCOMMODATION PROJECT IN FREMONT

AND

LOCAL ROADWAY IMPROVEMENT (OPTION 2) PROJECT IN FREMONT AND

UNION CITY

BY AND BETWEEN

THE ALAMEDA COUNTY TRANSPORTATION AUTHORITY, THE CALIFORNIA

DEPARTMENT OF TRANSPORTATION, AND THE CITIES OF UNION CITY AND

FREMONT





This Memorandum of Understanding (MOU) between the Alameda County Transportation

Authority (ACTA), California Department of Transportation (Caltrans), the City of Union City

(Union City), and the City of Fremont (Fremont), dated effective for convenience on May 25,

2006, outlines the general commitment of funding and general roles and responsibilities of each

agency for the development and delivery of the I-880/Route 262 (Mission Boulevard)

Interchange Phase 1B/Warren Avenue/BART Accommodation Project (“Mission/I-880

Completion Project”) and the Local Roadway Improvement Project (“Option 2”) in Fremont and

Union City. The Mission/I-880 Completion Project and Option 2 are both defined in Exhibit A,

attached to and made an express part of this MOU.

This MOU constitutes solely a guide to the respective intentions and policies of the parties

involved and is not an enforceable contract. Funding commitments to provide for the deposit of

funds for specific work phases or project effort committing machine or personnel time will be

covered by one or more separate cooperative agreements as may be necessary. Therefore,

contingent on full support and consensus for the development and eventual construction of

Option 2 by the Cities of Union City and Fremont, it is understood that:



CALTRANS



1. Caltrans is committed to work closely with ACTA and the Cities of Union City

and Fremont using that flexibility provided by the approved AB 1462 to redirect funds from the

sale of State-owned lands purchased for the Historic Parkway Project to instead fund State

Highway improvements, in Alameda County as specified in AB 1462.

2. Caltrans will support directing up to $42.35 million, derived from sale of State-

owned lands in the Historic Parkway Corridor to fund the currently estimated $42.35 million

Mission/I-880 Completion Project funding needs.









MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority Attachment B (cont.)

Request for Proposal 07-01





3. Caltrans will support using other AB 1462 funding to rehabilitate and improve

existing State Route 84 between I-880 and State Route 238 (Mission Boulevard) before

relinquishing it to the City of Fremont, pursuant to section 73 of the Streets and Highways Code.

The cost to relinquish will be established through the development of a Project Scope Summary

Report (PSSR) to be prepared by Caltrans coordinated with the City of Fremont.

4. Caltrans will work with ACTA and the Cities of Fremont and Union City to

utilize AB 1462 funding for State Route 238 (Mission Boulevard) in the vicinity of the Historic

Parkway project so that Option 2 can be constructed utilizing previously committed local funds

(Measure B funds and local matching funds).

5. Caltrans will work with ACTA, the Cities of Fremont and Union City, as well as

other local and regional partners to develop a priority list of other State highway projects in

Alameda County (as specified in AB 1462), in order to fully utilize any then remaining AB 1462

funds.

6. Caltrans will recommend that the California Transportation Commission (CTC)

program State funding derived from the sale of State-owned land in the Historic Parkway

Corridor for the Mission/I-880 Completion Project as part of the development of the list of

priority projects on State Highways in accordance with AB 1462.

7. Caltrans agrees to relinquish existing Route 84 between I-880 and Route 238

(Mission Boulevard) to Fremont once funding becomes available and Caltrans completes its

obligations to improve or rehabilitate that facility or relinquishes it to Fremont with CTC funding

allocated to allow Fremont to perform that work of improvement or add betterments as

authorized by the CTC.

8. Caltrans will work with the appropriate regional transportation planning agencies

to expeditiously amend the regional traffic model to remove planned State Route 84 in the

Historic Parkway Corridor between I-880 and State Route 238 (Mission Boulevard) and include

Option 2 as the replacement project.

9. Caltrans will work with the Cities of Fremont and Union City to amend their

respective General Plans to ensure that Caltrans' excess lands are appropriately zoned prior to

sale.

10. Caltrans will not declare the State-owned lands located in Fremont and Union

City as excess until such time the final environmental document (“EIR”) for Option 2 is certified

by the lead agency and Fremont and Union City have agreed to allow Option 2 to proceed to

construction.

11. Caltrans will withdraw as the project sponsor for the State Route 84 project that is

identified in the 1986 Measure B Expenditure Plan as soon as the amendment to that

Expenditure Plan (modifying the Rt. 84 Project as described in this Agreement) has been

approved.

12. Caltrans will thereafter proceed with the sale of the State-owned lands purchased

for the Historic Parkway Project within the Historic Corridor and will return all proceeds to the

State Highway Account if local consensus cannot be reached and Option 2 is not constructed by

the date required by AB 1462.







MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority Attachment B (cont.)

Request for Proposal 07-01





ACTA



13. ACTA will program $70 million of Measure B sales tax revenue, plus any interest

earned on this amount (estimated to be $3 million for a $73 million total) and the proceeds from

the sale of the property ACTA owns in the Route 84 historic alignment (estimated to be worth

approximately $15 million) for the delivery of Option 2. Neither Fremont nor Union City will be

responsible for any Option 2 costs above the (approximate) $88 Million to be committed by

ACTA from these specific sources only.

14. ACTA will be the project sponsor of Option 2 and will take the lead in the project

development, environmental review process and implementation process while adhering to all

state and federal regulations for environmental review, but will utilize the appropriate city design

standards for project development and construction for portions of the project roadway outside

of the State Highway right of way. ACTA’s Board will review and certify the final

environmental document. Staff members from Caltrans, the Cities of Fremont and Union City,

as well as others, will be a part of a technical advisory team to help define the scope and review

the administrative draft of the EIR and guide project development . In addition, a policy

committee comprised of a Caltrans representative and elected officials from Fremont, Union City

and ACTA will also be formed to oversee project development.

(a) The EIR will address, among other things, the following issues:

(i) How neighborhood traffic will access the new road.

(ii) How the new alignment adjacent to the creek will avoid significant

impacts on the creek and mitigate those impacts it cannot avoid.

(iii) Documenting traffic mitigation benefits of the new alignment.

(iv) Using the most updated travel model for the traffic analysis.

(v) The relative sound levels on all adjacent residential

neighborhoods.

(vi) Constructing sound walls as warranted by sound studies, along

adjacent residential streets, including Decoto Road, Paseo Padre

Parkway, and within the segment behind Mission Lakes and the

following Union City streets of Mahogany Ln, Cascades Cir.,

Sandburg Dr., Chesapeake Ct., Sandburg Ct., Platinum St.,

Monterra Ter., Osprey Dr., Astor St., Clover St., Begonia St.,

Daffodil Way, Daisy St., and Oak Tree Ct.

(vii) Evaluating the affect of noise and traffic on existing homes

fronting on Paseo Padre Parkway and others on Decoto Road, in

the Mission Lakes Subdivision, and on the following Union City

streets of Mahogany Ln, Cascades Cir., Sandburg Dr., Chesapeake

Ct., Sandburg Ct., Platinum St., Monterra Ter., Osprey Dr., Astor

St., Clover St., Begonia St., Daffodil Way, Daisy St., and Oak Tree

Ct., potential mitigation, and appropriate remedies, including

possible acquisition of these homes.







MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority Attachment B (cont.)

Request for Proposal 07-01





(viii) Providing funding for double-pane windows for houses along the

Option 2 route where needed to meet noise requirements identified

in the EIR.

(b) The following potential alternatives, with the appropriate level of

information, will be included in the environmental document:

(i) Option 2.

(ii) Option 2 with two access points for new homes behind existing

Mission Lakes development.

(iii) Option 2 with access point(s) to Union City neighborhoods.

(iv) Historic alignment in Union City up to Alvarado-Niles Road.

(v) TSM (which may summarize results from previous EIR/S for

comparison purposes).

(c) In designing the project, ACTA will consider the following respective

concerns of Fremont and of Union City:

Fremont:

(i) An alignment that will not move any closer to the Mission

Lakes neighborhood than was generally shown at the

Option 2 community meetings, keeping the roadway

alignment as far from existing Mission Lakes homes as

physically and environmentally possible.

(ii) Providing reasonable median improvements, including

landscaping and irrigation, throughout the alignment on

Decoto, Paseo Padre Parkway, and along the historic

alignment within Fremont.

(iii) The upgrade of intersections at Fremont/Decoto and

Decoto/Paseo Padre in order to optimize capacity and

traffic flow.

Union City:

(iv) An alignment that will move farther from Union City

neighborhoods than was generally shown at the Option 2

community meetings, keeping the roadway alignment as far

from existing adjacent homes in Union City as physically

and environmentally possible.

(v) Providing reasonable median improvements throughout the

alignment and on Mission Boulevard.

For both Cities:









MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority Attachment B (cont.)

Request for Proposal 07-01





(vi) Making all traffic signals within the Option 2 alignment

interconnected and connecting those signals to each city’s

Traffic Management Center.

15. ACTA is committed to initiate an amendment to the 1986 Measure B Expenditure

Plan to replace the Route 84 Historic Parkway with Option 2.

16. ACTA supports Caltrans’ position on local consensus and these proposed uses of

the sale proceeds from State-owned land.

17. ACTA, as the project sponsor, will acquire the right of way needed to construct

Option 2 that is owned by Caltrans, the City of Fremont, and Union City at fair market value,

appraised at its highest and best use.

18. ACTA will advance funds for the construction of the Mission/I-880 Completion

Project to the extent allowed by its Capital Budget, provided that the provisions for repayment of

any such advance include a reasonable interest rate, sufficient security and that such advance

does not negatively impact ACTA’s ability to fully fund Option 2 if is approved by Fremont and

Union City, or all elements of the Union City Segment if Option 2 is not approved by Fremont

and Union City. In no event shall such advance exceed $20 million [as stated in Section 37(c)]

plus any excess 1986 Measure B funds from Phase 1A unless and until Fremont has accepted the

final environmental document for Option 2 and commits to allow Option 2 to proceed to

construction. Other terms of such an advance, consistent with the provisions of this section, will

be the subject of a separate agreement among Caltrans, ACTA, Santa Clara Valley

Transportation Authority and Fremont (“Mission/880 Interchange Coop”).



UNION CITY



19. Union City will agree to pay its fair share of the required local match, which share

shall be determined by the ratio of lane mileage of new roadway within Fremont and Union City.

20. Union City will have the right to review and comment on the Mission/880

Interchange Coop before it is finalized.

21. Union City will support efforts to ensure that the environmental impact studies

will be conducted fairly and equitably, without bias for or against either Fremont or Union City.

22. Union City will formally consider the construction of Option 2 contingent upon

its review and acceptance of the environmental document and mitigation of potential significant

impacts of the project or findings of overriding considerations, which shall be made in Union

City’s sole discretion, all as required by applicable state and federal regulations and procedures.



CITY OF FREMONT



23. Fremont will fairly and openly consider the environmental review and project

development of Option 2.

24. Fremont will support efforts to ensure that the environmental impact studies will

be conducted fairly and equitably, without bias for or against either Fremont or Union City.







MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority Attachment B (cont.)

Request for Proposal 07-01





25. Fremont will formally consider the construction of Option 2 contingent upon its

review and acceptance of the environmental document and mitigation of potential significant

impacts of the project or findings of overriding considerations, which shall be made in Fremont’s

sole discretion, all as required by applicable state and federal regulations and procedures.

26. Fremont agrees that if does not agree to allow Option 2 to proceed to

construction, Caltrans will no longer be obligated to contribute $42.35 million to the

Mission/880 Interchange Project and Caltrans may proceed with the sale of State-owned lands

governed by AB 1462 and all proceeds of such sales will flow to the State Highway Account.

27. Fremont agrees that if it does not accept the final environmental document for

Option 2 and does not allow Option 2 to proceed to construction, Fremont will refund all the

proceeds, plus interest, derived from the sale of the State-owned lands that were expended by

any party on the Mission/I-880 Completion Project with the written permission of Fremont

pursuant to the terms of the Mission/880 Interchange Coop.

28. Fremont agrees to accept relinquishment of existing Route 84 between I-880 and

Route 238 (Mission Boulevard) once funding becomes available. The facility will be subject to

negotiations between Caltrans and Fremont with respect to any required betterments or

improvements deemed necessary by the parties, the cost of which shall be paid from project

funds or other funding available from Caltrans, subject to the determination of the CTC that such

an allocation of funding is in the best interest of the public or the State in accordance with

section 73 of the Streets and Highways code.

29. Fremont will not be required to pay any portion of the local match for the Project.



ALL PARTIES



30. All parties understand that the environmental document for Option 2 shall include

the Historic Parkway Segment in Union City as an alternative, and that the Union City Segment

will be implemented if Option 2 is not chosen as the preferred alternative at the conclusion of the

environmental process.

31. All parties agree that the optimal alignment of the Option 2 project between

Alvarado Niles Road and Paseo Padre Parkway shall be based upon the best traffic engineering

standards, taking into account environmental impacts and community concerns.

32. All parties will work cooperatively to fund and deliver both Option 2 and the

Mission/I-880 Completion Project.

33. All parties will support the full and fair evaluation of Option 2 and, subject to the

discretionary certification or acceptance of the Environmental Impact Report, endorse an

Amendment to the 1986 Measure B Expenditure Plan to replace the Route 84 Historic Parkway

with Option 2.

34. Conditioned upon Option 2 proceeding to final design and construction, all parties

will support the use of AB 1462 funds for the Mission/880 Interchange Project, for improving

existing State Route 84 prior to relinquishment as provided in this Agreement and for use on

Route 238 at the intersection with Option 2, and then for the other parts of State Route 238







MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority Attachment B (cont.)

Request for Proposal 07-01





related to Option 2 in Union City and Fremont, and after those uses for a priority list of projects

to be developed by ACTA, Fremont, Union City and Caltrans, as previously described in this

Agreement.

35. If any party does not approve or accept the Environmental Impact Report, then all

parties will endorse an Amendment to the 1986 Measure B Expenditure Plan to replace the

Route 84 Historic Parkway with another project that incorporates the elements described in

Section 38 below.

36. All parties will support reprogramming $10 million of State Transportation

Improvement Program (STIP) funds previously programmed for the Route 84 Historic Parkway

Project to Option 2. ACTA will sign the PSR/PR that is required by the use of STIP funds on

Option 2, providing that all parties have certified or accepted the EIR.

37. All parties will cooperate with Fremont if it takes action to ban trucks on the

Option 2 alignment within the Fremont City limits.

38. All parties understand that if at the end of the environmental process for Option 2,

which will be conducted fairly and equitably in adherence with state and/or federal

environmental guidelines and regulations and ACTA has certified the environmental document

in accordance with this MOU, that if there is no local consensus to move the project into the

final design and eventual construction phases, the following actions will occur:

(a) ACTA will program $46 million in Measure B funds to Union City to

complete the portion of the Historic Parkway in that City.

(b) ACTA will program $9 million in Measure B funds for the mitigation of

potential impacts from constructing the Union City segment of the Historic

Parkway.

(c) ACTA will program the remaining funds from the sources described in

Section 13 above among the Cities of Newark, Union City, and Fremont

based on the roadway mileage and population formula, resulting in about

$4.2 million for Newark, $5.8 million for Union City, and $20.0 million for

Fremont (or the equivalent percentages based on the actual money

available). Once these funds are redistributed, no further Measure B funding

would be available for any projects in this Tri-City area and no additional

1986 Measure B funds will be available for the Mission/I-880 Completion

Project.

(d) Any AB 1462 funds expended on the Mission/I-880 Completion Project

would be returned to Caltrans by the jurisdiction that does not approve

Option 2.

(e) All proceeds from the sale of State owned lands will be returned to the

State Highway Account.

(f) Measure B funds expended on the environmental clearance effort of

Option 2 will be deducted from the portion of the $30 million of Measure B









MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority Attachment B (cont.)

Request for Proposal 07-01





funds that would be programmed to the jurisdiction that does not approve

Option 2.









MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority Attachment B (cont.)

Request for Proposal 07-01





EXHIBIT A





Mission/I-880 Completion Project





The Mission/I-880 Completion Project proposes to complete several elements of the current

project to reconstruct the I-880/Mission Boulevard (Route 262) Interchange and widen the I-880

Freeway. These elements are technically integrated and interdependent and cannot be

implemented individually without substantial staging and cost impacts as well as having the

potential of railroad denial of approval and will include the following:

1. Widening of Mission Boulevard (Route 262) to six lanes from Warm Springs

Boulevard to I-880.



2. Reconstruction of the Kato on and off-ramps connecting Warm Springs

Boulevard to the widened Mission Boulevard.



3. Construct a new replacement railroad underpassing structure to carry Union

Pacific Railroad rail traffic.



4. Construct a new railroad underpassing structure to carry BART rail traffic.



5. Construct two new grade separated railroad underpassing structures over the

existing Warren Avenue, one underpassing structure for BART and the other for UPRR.



6. Reconstruct the portion of the Warren Avenue that would be affected by the grade

separation.



7. Relocation of an existing truck-rail transfer facility located southerly and adjacent

to Warren Avenue.



8. Construct and reconstruct all necessary railroad tracks and railroad facilities to

provide for continuous railroad and BART operating facilities between Mission Boulevard

(Route 262) and Warren Avenue.



9. Relocate and/or remove all existing structures and utilities to accomplish all of the

above.









MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority Attachment B (cont.)

Request for Proposal 07-01





EXHIBIT A (cont.)





Option 2



Option 2 Project proposes to construct the following, at a minimum:

1. Provide one additional lane in each direction on Decoto Road between

(approximately) I-880 and Paseo Padre Parkway



2. Provide one additional lane in each direction on Paseo Padre Parkway between

Decoto Road and the approximate location of the Historical Parkway Corridor.



3. Provide intersection improvements on Decoto Road and Paseo Padre Parkway as

required by the traffic technical studies and the environmental document to be prepared for the

Option 2 project.



4. Construct a new 4 lane roadway between Paseo Padre Parkway and Mission

Boulevard (Route 238) with median and shoulders width appropriate for this type of facility.



5. Construct grade separated underpassing structures between the new 4-lane

roadway and the existing BART and UPRR railroad tracks.



6. Construct all intersection improvements on the new 4-lane roadway between

Paseo Padre Parkway and Mission Boulevard, inclusive of new intersections at Paseo Padre

Parkway, Alvarado Niles Road and Mission Boulevard. Additional intersection(s) with the new

4-lane roadway may be added during the environmental phase of the project development.



7. Construct appurtenance drainage facilities required for the project.



8. Construct noise barriers where required by the environmental document.



9. Where possible, Option 2 can be constructed in phases. The new 4-lane roadway

segment between Alvarado-Niles Road and Mission Boulevard could be considered (and defined

as) the initial phase of Option 2 project to move forward into final design and construction.









MOU Between ACTA, Fremont, Union City and Caltrans June 2006

Alameda County Transportation Authority

Request for Proposal 07-01





Attachment C

Sample Professional Services Contract









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01







SAMPLE

SUMMARY OF

AGREEMENT

between

ALAMEDA COUNTY TRANSPORTATION AUTHORITY

and



[Name of Consultant]



for



Name of Project]



Date of Agreement: [Same as date in Agreement]



Approved by AUTHORITY Board on:



Services to be Performed: Pursuant to Article I, Section A, paragraph 2, and as further

described in Appendix A, services provided under this Agreement consist of

.



Compensation: Pursuant to Article I, Section A, paragraph 4, and as further detailed in

Appendix A, aggregate compensation under the Agreement shall not exceed $ .

Compensation shall be based on .



Term: Pursuant to Article I, Section A, paragraph 3, the term of this Agreement shall be

, commencing .



Subconsultants:



Appendix A: Detailed Scope of Services / Project Cost Proposal

Appendix B: Consultant and Subconsultant Firms Key Project Personnel

Appendix C: Milestone Schedule

Appendix D: Salary Cost Factors for Consultant/Subconsultants

Appendix E: Reporting Formats

Appendix F: Alameda County Transportation Improvement Authority Local Business

Enterprise and Small Local Business Enterprise Program



[Please make sure that all references to appendices are modified

appropriately depending on the specific circumstances of the contract]









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01







SAMPLE

AGREEMENT



between the



ALAMEDA COUNTY TRANSPORTATION AUTHORITY



and



[NAME OF CONSULTANT]



for [Services] for the



[Name of Project]



In the [Name of City] Alameda County



This AGREEMENT is made and entered into on ___________________ by and between the

Alameda County Transportation Authority, a local public agency (hereinafter referred to as

“AUTHORITY”), and [NAME OF CONSULTANT], [type of business, i.e., California

corporation], with a place of business at [Address of Consultant] (hereinafter referred to as

“CONSULTANT”).

RECITALS:



10. The voters of Alameda County, pursuant to the provisions of the Bay Area

County Traffic and Transportation Funding Act, Public Utilities Code Section 180000, et. seq.,

approved the reauthorization of Measure B at the General Election held in November 2000,

thereby authorizing that the AUTHORITY be given the responsibility to administer the proceeds

from the extension of the sales tax increase which is to finance a major transportation

improvement program within Alameda County; and



11. As part of its Measure B program, the AUTHORITY requires [Describe Services]

(Services) for the [Name of Project] (hereinafter referred to as PROJECT) in the [Name of City]

(hereinafter referred to as “CITY”); and



12. The AUTHORITY has allocated funds for the Services for the PROJECT to

ensure timely implementation of the Measure B Program schedule; and



13. The AUTHORITY desires to secure professional services necessary for the

Services for said PROJECT; and



14. The CONSULTANT represents that it possesses the professional qualifications

and expertise to provide such Services;









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





15. The cover page of this Agreement is intended to provide a summary of the terms

hereof, and shall not take precedence over the specific provisions of this Agreement.



NOW, THEREFORE, it is mutually agreed by and between the parties as follows:

AUTHORITY hereby contracts with CONSULTANT and CONSULTANT hereby accepts such

contract to perform the Services upon the terms and subject to the conditions and in consideration

of the payments set forth in this AGREEMENT. CONSULTANT promises, covenants and

agrees to diligently pursue the work to completion in accordance with the schedule and under the

terms and conditions set forth herein.

ARTICLE I - GENERAL PROVISIONS



A. GENERAL



1. PROJECT. The PROJECT which is the subject of this AGREEMENT consists

of [describe the elements of the project] for the [Name of Project].



2. Scope of Services. Except as may be specified elsewhere in the AGREEMENT,

CONSULTANT shall furnish all technical and professional services including labor, material,

equipment, transportation and expertise to perform all services necessary and required to

satisfactorily perform the Services in Appendix A, “Detailed Scope of Services / Project Cost

Proposal,” which is attached hereto and incorporated herein by reference.



3. Term. The term of this AGREEMENT shall be from [the date of the Notice to

Proceed] until the completion of the Services for the PROJECT pursuant to the Milestone

Schedule as shown in Appendix C, “Milestone Schedule,” attached hereto and incorporated

herein by reference, to the satisfaction of the AUTHORITY, unless; (a) extended in writing by

mutual agreement between the parties, or (b) terminated earlier pursuant to Article I, Section C,

below.



4. Compensation.



(a) Basis of Compensation. Compensation to the CONSULTANT pursuant to

this AGREEMENT will be based on Labor and Expense as set forth below and in Appendix D,

“Salary Cost Factors for Consultant/Subconsultants,” attached hereto and incorporated herein by

reference.



(b) Labor and Expense. For compensation on the basis of Labor and Expense,

the AUTHORITY shall pay the CONSULTANT the amount of the CONSULTANT’s Direct

Salary multiplied by a Salary Cost factor as shown in Appendix D to cover Salary Costs,

General Overhead and Profit, plus Direct Expenses in connection therewith, plus applicable sales

or similar taxes. Compensation for expenses related to travel outside the San Francisco Bay

Area must be approved, in advance, by the AUTHORITY. Salary Costs, General Overhead,

Salary Cost Factor, and Direct Expenses are defined in Article VI.









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





(c) Aggregate Amount.



(i) Total compensation for Services to be performed under this

AGREEMENT will not exceed [Aggregate Amount in words] [($ in numbers)] including Direct

Expenses, including appropriate sales or similar taxes. The CONSULTANT will not be

obligated to perform additional services beyond the scope of this AGREEMENT, or incur costs

which would cause this amount to be exceeded, unless and until the AGREEMENT has been

formally amended in writing.



(ii) The aggregate amount was computed based on information

provided in Appendix A.



(d) Basis of Costs.



(i) The Project Cost Proposal and Salary Costs listed in Appendix A

and Appendix D are based on salaries and expenses estimated for performing Services during

the particular calendar year in which work is executed. All salaries may be subject to annual

revision but with the mutual understanding that the total dollar amount of this AGREEMENT

shall not be exceeded as a result of salary adjustments.



(ii) The compensation for the CONSULTANT and subconsultants

shall be based on rates as computed by using the definitions as set forth in Article VI.

CONSULTANT and subconsultant rates shall be subject to periodic audit and retroactive and

prospective adjustment as provided in Article I, Section A, paragraph 5(g).



(e) Cost Principles. The Overhead Rate applied to Salary Costs and General

Overhead for this AGREEMENT shall be the rates stated in Appendix D, and shall not change

for the life of this PROJECT.



(f) Subconsultant Services. Any subcontract entered into as a result of this

contract shall contain all of the provisions of this Article I.



5. Invoices and Time of Payment.



(a) For all Services described in Article I and Appendix A, payment is due

within thirty (30) days after receipt of billing of the amount due, as prescribed in this Article I,

for all services rendered during the month.



(b) If AUTHORITY disputes any portion of the amount due to CONSULTANT,

it may, at its sole discretion, withhold payment up to one hundred percent (100%) of the disputed

amount. If any amount is wrongfully withheld or not paid to CONSULTANT on a timely basis,

AUTHORITY shall pay to CONSULTANT three percent (3%) per month for the improperly

withheld amount for each month which payment is wrongfully withheld or not paid. In any

action for the collection of amount withheld in violation of this provision, the prevailing party

shall be entitled to reasonable attorney’s fees and costs.









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





(c) CONSULTANT agrees that within fifteen (15) days of receipt of payment

from AUTHORITY, CONSULTANT shall pay to its subconsultants all amounts due from such

payment, subject to such legal requirements under federal or state law regarding withholding of

disputed payments and applicable penalties. In the event CONSULTANT fails to pay

subconsultants in the time required by this AGREEMENT, AUTHORITY shall charge one-half

percent (0.5%) of the amount owed to each subconsultant for every thirty (30) days payment is

late.



(d) The format of payment invoices shall be in the form as mutually agreed upon

by the CONSULTANT and AUTHORITY. Required invoice support documents are provided in

Appendix E, “Reporting Formats,” attached hereto and incorporated herein by reference.



(e) The AUTHORITY may, on occasion, request reasonable documentation for

certain expense items. In such instances, the AUTHORITY may withhold payments for such

items until the AUTHORITY is satisfied with the requested documentation submitted. Payment

for all other amounts in the invoice for which additional documentation is not required will be

made.



(f) Upon AUTHORITY’s Final Acceptance pursuant to Article I, Section A,

paragraph 13, CONSULTANT shall submit a final invoice to AUTHORITY. AUTHORITY

shall make final payment to CONSULTANT within forty-five (45) days of receipt of billing of

the amount due. Final Payment shall be subject to the provisions of Article I, Section A,

paragraphs 5(b) and 5(c) above with regard to AUTHORITY’s right to withhold disputed

payments, CONSULTANT’s rights to three percent (3%) payment on wrongfully withheld or

untimely payment, any prevailing party’s reasonable legal fees, and costs and payments to

subconsultants.



(g) CONSULTANT agrees that the cost principles set forth in the FAR

Regulations at Title 48 CFR, Chapter 1, Part 31 (Cost Principles and Procedures) shall be used to

determine the allowability of individual cost items. If a periodic audit of project costs finds that

the compensation to CONSULTANT and its subconsultants has exceeded the amount payable in

accordance with the FAR Regulations, the AUTHORITY may at its option set-off such undue

compensation by deducting such amount from payments then due to the CONSULTANT and

subconsultants. Prior to making such deduction, the AUTHORITY shall give the

CONSULTANT seven (7) days prior notice of its intent to set-off and allow CONSULTANT to

make an alternative proposal with the AUTHORITY to refund the undue compensation. If, at

the end of the seven (7) day notice, CONSULTANT has not offered an alternative proposal

acceptable to the AUTHORITY, the AUTHORITY may immediately thereafter exercise its right

to set-off the deductions.



If such audit finds that the compensation actually paid to CONSULTANT and its subconsultants

is less than the amount due in accordance with the FAR Regulations, the CONSULTANT shall

submit an adjustment to invoices and payment shall be made as set forth in this paragraph 5.

(h) Suspension of Work. In the event payment for services rendered has not

been made within forty-five (45) days from the receipt of the invoice for any uncontested billing,









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





the CONSULTANT may, after giving fifteen (15) days written notice and without penalty or

liability of any nature, suspend all work on all authorized Services specified herein. Upon

receipt of payment in full for services rendered, CONSULTANT will continue with all

authorized services. Payment of all compensation due the CONSULTANT pursuant to this

AGREEMENT shall be a condition precedent to the AUTHORITY using any of the

CONSULTANT’s professional service work products furnished under this AGREEMENT.



6. AUTHORITY’s Representative. AUTHORITY hereby designates its Executive

Director to be its representative in administering all matters relative to the AGREEMENT. The

Executive Director may delegate authority for specific matters to other staff members, or other

consultants.



7. CONSULTANT’s Representative. CONSULTANT hereby designates [Name

of Representative, Title], to represent CONSULTANT with full authority under the

AGREEMENT.



8. CONSULTANT’s Identity and Personnel. [Name of Key Person] will be the

key person (Project Manager) for the performance of Services under this AGREEMENT. No

substitution of the Project Manager will be allowed without prior written approval from the

AUTHORITY.



CONSULTANT is the prime consultant heading the team (CONSULTANT TEAM) providing

Services under this AGREEMENT, that includes [Number of Consultants] subconsultant firms.

The identity of the CONSULTANT TEAM firms, their respective areas of responsibility, their

local business status and key personnel who will work on the PROJECT are identified in

Appendix B, “ Consultant and Subconsultant Firms Key Project Personnel,” attached hereto and

incorporated herein by reference. Any change in the responsibilities of such firms, any addition

or deletion of a firm (whether working as a joint venture partner or subconsultant), and any

change in key personnel may be made only upon prior written approval by the AUTHORITY.

AUTHORITY approval shall not be unreasonably withheld on key personnel changes.

CONSULTANT shall notify AUTHORITY of any change of ownership or fundamental structure

in CONSULTANT’s or subconsultant’s firm, or a change in any member of the

CONSULTANT’s Team or any key project personnel. Within thirty (30) days of such notice,

AUTHORITY shall notify CONSULTANT whether AUTHORITY will approve such changed

firm to continue providing services under this AGREEMENT or whether AUTHORITY will

terminate this AGREEMENT or require a substitution of a subconsultant firm. Nothing in this

provision shall be construed to limit AUTHORITY’s right to terminate this AGREEMENT for

convenience or for cause as set forth in Article I, Section C of this AGREEMENT.

Subcontracts between the CONSULTANT and other team member firms and between team

member firms and other lower tier subconsultants will be subject to review and approval of the

AUTHORITY’s representative.

9. Preliminary Review of Work. Where the CONSULTANT is required to prepare

and submit reports, working papers, etc. to AUTHORITY as products of the work described in

the Scope of Services, these shall be submitted in draft form, and the AUTHORITY shall have

an opportunity to direct revisions prior to formal submission by CONSULTANT.









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





10. Responsibility of CONSULTANT. The CONSULTANT shall be responsible

for the professional quality, technical accuracy, completeness and coordination of the services

furnished under the AGREEMENT. Neither the AUTHORITY’s review, acceptance, nor

payment for any of the services required under the AGREEMENT shall be construed to operate

as a waiver of any rights under the AGREEMENT or of any cause of action arising out of the

performance of the AGREEMENT, and the CONSULTANT shall be and remain liable to the

AUTHORITY in accordance with applicable law for all damages to the AUTHORITY caused by

the CONSULTANT’s negligent performance of any of the services furnished under the

AGREEMENT.



11. Inspection of Work. It is understood that authorized representatives of the

AUTHORITY may inspect or review the CONSULTANT’s work in progress at any reasonable

time.



12. Suspension, Delay, or Interruption of Work. The AUTHORITY may suspend,

delay, or interrupt the services of the CONSULTANT for the convenience of the AUTHORITY.

In the event of suspension, delay, or interruption based on action of the AUTHORITY or caused

by force majeure, equitable adjustment will be made in the PROJECT schedule, commitment and

cost of CONSULTANT’s personnel, and subconsultants, and CONSULTANT’s compensation.



13. Final Acceptance. When the AUTHORITY determines, in its reasonable

discretion, that the CONSULTANT has satisfactorily completed the Services, the AUTHORITY

shall give the CONSULTANT written Notice of Final Acceptance, and the CONSULTANT

shall not incur any further costs hereunder. CONSULTANT may request this determination

when, in its opinion, it has satisfactorily completed the Scope of Services, and if so requested,

the AUTHORITY shall make this determination within three weeks of such request.



B. NOTICE TO PROCEED.



1. CONSULTANT shall not perform any work or incur any costs under this

AGREEMENT without written direction from AUTHORITY in the form of a Notice to Proceed.



C. TERMINATION/CANCELLATION.



1. Termination by AUTHORITY. AUTHORITY may, by written notice to

CONSULTANT, terminate the AGREEMENT in whole or in part, whether for AUTHORITY’s

convenience or because of the failure of the CONSULTANT to substantially perform its duties

and obligations under the AGREEMENT, in accordance with subparagraphs (a) and (b)

hereof. Upon receipt of such notice, the CONSULTANT shall deliver to AUTHORITY all data,

estimates, graphs, summaries, reports, plans, documents as specified in Article I, Section E,

paragraph 1 and such information and materials as may have been accumulated by the

CONSULTANT in performing its Services under the AGREEMENT, whether completed or in

progress









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





(a) For Convenience. If the termination is for the convenience of

AUTHORITY, AUTHORITY shall give the CONSULTANT seven (7) days prior written notice.





(b) For Cause. AUTHORITY shall give the CONSULTANT seven (7) days

prior notice of its intent to terminate the AGREEMENT for any material breach on the part of

CONSULTANT. If, at the end of the seven (7) day notice period, the CONSULTANT has not

commenced correction of its performance in a manner reasonably acceptable to AUTHORITY,

AUTHORITY may immediately thereafter exercise its right of termination.



2. Termination by CONSULTANT. CONSULTANT may, by written notice to

AUTHORITY, terminate the AGREEMENT in accordance with subparagraphs (a) and (b)

hereof. CONSULTANT shall deliver to AUTHORITY all data, estimates, graphs, summaries,

reports, plans, documents as specified in Article I, Section E, paragraph 1,and such

information and materials as may have been accumulated by the CONSULTANT in performing

its Services under the AGREEMENT, whether completed or in progress, along with the notices

required by subparagraphs (a) and (b) hereof.



(a) Inability to Perform Services. CONSULTANT may terminate this

Agreement if CONSULTANT determines that for personal or professional reasons

CONSULTANT cannot fulfill the terms of the AGREEMENT. CONSULTANT shall provide

AUTHORITY with not less than thirty (30) days prior notice of its intent to so terminate the

AGREEMENT.



(b) For Cause. The CONSULTANT may terminate the AGREEMENT for any

material breach on the part of AUTHORITY, its officers or agents. In such case, the

CONSULTANT shall give AUTHORITY not less than seven (7) days prior notice of its intent to

terminate the AGREEMENT. If, at the end of the seven (7) day notice period, AUTHORITY

has not commenced correction of its performance, the CONSULTANT may immediately

thereafter exercise its right of termination.



3. Damages/Compensation. If termination occurs per Article I, Section C,

paragraphs 1 or 2, the CONSULTANT will be compensated for that portion of the work which

has been completed and accepted by AUTHORITY, and for Services performed to the date of

termination including a pro-rated amount of profit, if applicable, but no allowance for anticipated

profit or unperformed Services. In addition, if termination occurs per Article I, Section C,

paragraphs 1(b) or 2(a), AUTHORITY may take over the work and prosecute the same to

completion by contract or otherwise, and the CONSULTANT shall be liable to AUTHORITY

for reasonable costs incurred by AUTHORITY in making necessary arrangements for

completion of the work by others.



4. Adjustments. If, after notice of termination for cause per Article I, Section C,

paragraph 1(b), it is determined by AUTHORITY that the CONSULTANT had not so failed,

and AUTHORITY terminated the AGREEMENT, the termination shall be deemed to have been

effected for the convenience of AUTHORITY.









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





5. Remedy. The rights and remedies of the parties provided in this section are

cumulative and not exclusive, and are in addition to any and all other rights and remedies

provided by law or other sections of this AGREEMENT.



6. Waivers. CONSULTANT, by executing the AGREEMENT, shall be deemed to

have waived any and all claims for damages in the event of AUTHORITY’s termination for

convenience as provided in Article I, Section C, paragraph 1(a), except for justifiable costs of

termination, as mutually agreed by AUTHORITY and CONSULTANT.







D. REVISIONS IN SCOPE OF SERVICES



1. Change Order. The Executive Director of the AUTHORITY may make changes

in or additions to the Scope of Services under the AGREEMENT if such changes are agreed to

by the CONSULTANT, which agreement shall not be unreasonably withheld, through a written

Change Order which does not modify the overall purpose, term or compensation provisions of

the AGREEMENT. The compensation to the CONSULTANT for additions to the Scope of

Services shall be made separately for each Change Order and in addition to the agreed upon total

compensation.



2. Extra Work Order. At any time during the term of the AGREEMENT,

AUTHORITY may order extra work to be performed by CONSULTANT. Extra work is defined

as work that was not anticipated and/or contained in the AGREEMENT and which is necessary

for the PROJECT as defined by the AUTHORITY. Necessary changes in the description of the

Scope of Services, equitable adjustments in allowable costs, maximum price, term and schedule

required by the Extra Work Order shall be agreed upon by the parties and incorporated herein

through the execution of a written amendment to this AGREEMENT. CONSULTANT shall not

perform any work or incur any costs pursuant to any Extra Work Order without prior approval

by the AUTHORITY’s Governing Board. CONSULTANT’s compensation shall be adjusted

due to an Extra Work Order only if it has an impact on costs or terms of the AGREEMENT.



3. On-Call Services. The Tasks shown in the Scope of Services as “On-Call

Services” shall be authorized by Task Order. The Task Order shall be authorized by the

Executive Director and shall include a detailed description of the task or tasks to be performed.

The Task Order shall also include the portion of the Project Cost Proposal allocated for On-Call

Services and the time period expected to complete the task(s).



E. OWNERSHIP OF MATERIALS/CONFIDENTIALITY



1. Documents.



(a) Document Ownership. Calculations, files, records supporting deliverables,

such as plans, drawings, tracings, quantities, specifications, proposals, sketches, diagrams and

correspondence, both in electronic and hard copy prepared by the CONSULTANT under the

AGREEMENT shall become the property of the AUTHORITY as soon as the CONSULTANT







Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





prepares them. AUTHORITY shall not be limited in any way in its use thereof at any time

during or after the term of this AGREEMENT, provided that any such use not within the

purposes of the AGREEMENT shall be at the sole risk of the AUTHORITY, and provided that

the AUTHORITY shall indemnify CONSULTANT against any damages resulting from such

use, including the release of this material to third parties for use not intended in the

AGREEMENT, and for deliverables that have been changed without CONSULTANT’s written

approval.



(b) Document Production. CONSULTANT will provide AUTHORITY with

both electronic files and hard copies, or hard copies only where no electronic file exists, of all

submissions made to any reviewing or approving entity, including, but not limited to, Union

Pacific Railroad Company, Caltrans, the Public Utilities Commission, Bay Area Rapid Transit

District (BART), any city, county, state or federal agency, at the time such submission is made.

Electronic files shall include all files necessary to produce all documents included in the hard

copy submittal package and supporting calculations, graphics and master or reference files.

CONSULTANT agrees that all such documents, and any other documents prepared under this

AGREEMENT, are the property of the AUTHORITY as soon as CONSULTANT prepares them.

2. Confidentiality. All ideas, memoranda, specifications, plans, manufacturing

procedures, drawings, descriptions, and all other written information submitted to the

CONSULTANT in connection with the performance of the AGREEMENT shall be held

confidential by the CONSULTANT and shall not, without the prior written consent of the

AUTHORITY, be used for any purposes other than the performance of the Services under this

AGREEMENT. Nothing furnished to the CONSULTANT, which is otherwise known to the

CONSULTANT or becomes generally known to the related industry, shall be deemed

confidential. The CONSULTANT shall not use the AUTHORITY’s name or insignia,

photographs of the work, or any other publicity pertaining to the work in any magazine, trade

paper newspaper, or other news medium without the express written consent of the

AUTHORITY. CONSULTANT may use project technical information at will in the

demonstration of expertise for purposes of describing project experience to others in the routine

conduct of CONSULTANT’s business with AUTHORITY’s prior written consent.



F. CONSULTANT STATUS/SUBCONSULTANTS.



1. Independent CONSULTANT. In the performance of the Services to be

provided hereunder, CONSULTANT is an independent CONSULTANT and is not an employee,

agent or other representative of the AUTHORITY.



2. Assignment or Transfer. CONSULTANT has neither the right nor the power to

assign, sublet, transfer or otherwise substitute its interest in the AGREEMENT or its obligations

hereunder without the prior written consent of the AUTHORITY.



3. Subcontracting. CONSULTANT shall perform work contemplated with

resources available within its own CONSULTANT TEAM and no portion of the work pertinent

to this contract shall be subcontracted without written authorization by the AUTHORITY, except

that which is expressly identified in Appendix B and further detailed in Appendix A.









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





4. Substitution. The AUTHORITY must approve any substitution on the

CONSULTANT TEAM in writing.



G. INDEMNIFICATION.



1. Duties. CONSULTANT represents and maintains that they are skilled in the

technical practices necessary to perform the Services, duties and obligations, expressed and

implied, contained herein, and the AUTHORITY expressly relies upon their representations

regarding their skills and knowledge. The CONSULTANT shall perform all Services and duties

in conformance to and consistent with the standards generally recognized as being employed by

professionals in the same discipline in the State of California.



2. Responsibilities. The CONSULTANT agrees to defend, indemnify and hold

harmless the AUTHORITY, its officers and employees, from and against any and all liability,

claims, suits, loss, damages, costs and expenses (collectively “CLAIMS”) to the extent arising

out of or resulting from any negligent acts, errors or omissions of the CONSULTANT, and its

officers, employees, agents or subconsultants in the performance of their Services under this

AGREEMENT. In the event the AUTHORITY is found by a court or arbitrator to be partially

liable for a CLAIM, the AUTHORITY shall reimburse the CONSULTANT for its proportionate

share of the reasonable costs of defense actually expended, based on its share of liability.



AUTHORITY shall provide CONSULTANT an opportunity to cure, at CONSULTANT’s

expense, all errors and omissions, which may be disclosed during the review of the Services

provided by CONSULTANT. Should CONSULTANT fail to make such corrections in a timely

manner, as determined by AUTHORITY in its sole discretion, such corrections shall be made by

AUTHORITY and CONSULTANT shall pay all costs thereof.

H. INSURANCE.



1. Comprehensive Liability. The CONSULTANT shall carry Commercial or

Comprehensive General Liability Insurance and maintain aggregate limits of liability sufficient

to cover not less than One Million Dollars ($1,000,000) per occurrence for Bodily Injury and

Five Hundred Thousand Dollars ($500,000) per occurrence for Property Damage and

Automobile Liability Insurance with limits not less than Two Hundred Fifty Thousand Dollars

($250,000) per person and Five Hundred Thousand Dollars ($500,000) per occurrence for

Property Damage and/or Bodily Injury. Maintenance of said insurance shall extend throughout

the entire term of this AGREEMENT. Such insurance shall add the AUTHORITY, its officers,

employees, agents, and, if applicable CALTRANS, appropriate local jurisdiction, or other

permitting agencies as identified by the AUTHORITY, while acting within the scope of this

AGREEMENT, as additional insureds. Such insurance shall include the following:



(a) All operations including use of all vehicles (owned, non-owned and hired).



(b) Blanket contractual liability on all written contracts, including

AGREEMENT.



(c) Personal injury (in lieu of, or in addition to, bodily injury).







Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





(d) Use of watercraft, where applicable.



Subconsultants of the CONSULTANT shall provide evidence of their own Commercial or

Comprehensive General Liability Insurance which meets the above specifications to the

AUTHORITY, or be added to the CONSULTANT’s policy as additional insured if said policy of

the CONSULTANT allows such addition.

Notwithstanding the above, in the event a subconsultant, after using its best efforts, is

unable to meet the insurance specifications provided in this paragraph 1, AUTHORITY, after

examining the subconsultant’s circumstances, may decide, in its sole discretion, to waive or

modify any of the insurance specification requirements for such subconsultant.



2. Errors and Omissions. In addition to the requirements of Article I, Section H,

paragraph 1 above, the CONSULTANT shall carry professional liability insurance for errors

and omissions in an amount not less than One Million Dollars ($1,000,000). Such insurance

shall include the following:



(a) A deductible or self-insured retention is permissible on this policy, providing

that such deductible or self-insured retention shall not exceed Fifty Thousand Dollars ($50,000)

per claim. This amount shall be increased to Two Hundred Fifty Thousand Dollars ($250,000) if

CONSULTANT can demonstrate to the AUTHORITY’S satisfaction that it can adequately meet

that financial obligation.



(b) Said policy shall include a contractual liability endorsement on all written

contracts, including this AGREEMENT.



(c) Subconsultants of the CONSULTANT providing services of a professional

nature shall provide evidence of their own professional liability insurance to the AUTHORITY

which meets the above specifications, or be added to the CONSULTANT’s policy as additional

insured if said policy of the CONSULTANT allows such addition.



Notwithstanding the above, in the event a subconsultant, after using its best efforts is unable to

meet the professional liability insurance requirements provided in this Section H, paragraph 2,

AUTHORITY, after examining the subconsultant’s circumstances, may decide, in its sole

discretion, to modify the professional liability requirements for such subconsultant.

3. Worker’s Compensation. The CONSULTANT, and subconsultants of

CONSULTANT, shall carry Worker’s Compensation Insurance as required by California Law,

covering all work performed by CONSULTANT under the AGREEMENT, and all

CONSULTANT’s personnel performing services under the AGREEMENT.



4. Certificates. Insurance certificates evidencing the policies described in

Article I, Section H, paragraphs 1 through 3 above, are to be furnished to the AUTHORITY

and provide for not less than thirty (30) days prior written notice to the AUTHORITY of any

cancellation. Prior to the expiration of insurance certificates furnished by CONSULTANT,

CONSULTANT shall make arrangements for and furnish new certificates such that valid

certificates will be on file at AUTHORITY offices for the entire duration of the AGREEMENT.









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





I. PROHIBITED INTEREST.



1. Solicitation. The CONSULTANT warrants that it has not employed or retained

any company or person, other than a bonafide employee working solely for the CONSULTANT,

to solicit or secure the AGREEMENT and that it has not paid or agreed to pay any company or

person, other than a bonafide employee working solely for the CONSULTANT, any fee,

commission, percentage, brokerage fee, gift or any other consideration, contingent upon or

resulting from the award or making of the AGREEMENT. For breach of violation of this

warranty, the AUTHORITY shall have the right to rescind the AGREEMENT without liability.





2. Conflict of Interest. CONSULTANT agrees that, for the term of this

AGREEMENT, no member, officer or employee of the AUTHORITY or of a public body within

Alameda County, during his/her tenure or for one (1) year thereafter, or member or delegate to

the Congress of the United States, shall have any direct interest in the AGREEMENT or any

direct or material benefit arising therefrom.



3. Conflict of Employment. Employment by the CONSULTANT of any current

officer, executive director or other employee of the AUTHORITY shall not be permitted even

though such employment may be outside of the employee’s regular working hours or on

weekends, holidays or vacation time. Further, for a period of one year after leaving office or

employment, no officer, executive director or other employee of the AUTHORITY shall, for

compensation, act as agent or attorney for or otherwise represent the CONSULTANT by making

any formal or informal appearance, or by making any oral or written communication before the

AUTHORITY, if the appearance or communication is made for the purpose of influencing

administrative or legislative action, or influencing any action or proceeding involving the

issuance, amendment, awarding or revocation of a permit, license, grant, entitlement or contract,

or the sale or purchase of goods, services or property.



J. AFFIRMATIVE ACTION AND LOCAL BUSINESSES.



1. In connection with the execution of the AGREEMENT, the CONSULTANT shall

not discriminate against any employee or applicant for employment because of race, religion,

color, national origin, ancestry, physical handicap, medical condition, marital status, age (over

40) or sex. The CONSULTANT shall take affirmative action to insure that applicants are

employed and that employees are treated during their employment without regard to their race,

religion, color, national origin, ancestry, physical handicap, medical condition, marital status,

age (over 40) or sex. Such actions shall include, but not be limited to the following:

employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or

termination.



2. The CONSULTANT will comply with the AUTHORITY’s Local Business

Enterprise and Small Local Business Enterprise Program (PROGRAM) attached hereto and

incorporated herein by reference as Appendix F.









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





3. When Federal funds are involved in PROJECT, CONSULTANT will comply

with the requirements of the Authority’s DBE Program.



4. CONSULTANT shall make their best effort to maintain the LBE and SLBE Goal

level achieved at the time this AGREEMENT is executed throughout the term of the

AGREEMENT. Such best effort shall include any increase in amount or scope of the

AGREEMENT implemented by change order or amendment.



5. No change order or substitution of a listed LBE or SLBE subconsultant can be

made without the prior approval of the AUTHORITY. If an LBE or SLBE subconsultant is

unable to perform successfully and will be replaced, CONSULTANT shall notify the

AUTHORITY, who shall have the right to investigate the circumstances surrounding the request

for the substitution. The CONSULTANT shall make its best efforts to replace the original LBE

or SLBE with another LBE or SLBE.



6. In the event there is an increase in the total compensation or Scope of Services,

CONSULTANT shall make their best efforts to maintain the LBE and SLBE goals established at

the time the AGREEMENT was originally executed.



7. AUTHORITY shall monitor compliance with the requirements of the PROGRAM

during the term of this AGREEMENT. If the AUTHORITY determines that there is cause to

believe that a CONSULTANT or subconsultant has failed to comply with any of the

requirements of the PROGRAM or provisions of this AGREEMENT pertaining to LBE and

SLBE utilization, AUTHORITY shall so notify the CONSULTANT. The AUTHORITY may

require such reports, information and documentation from CONSULTANT or any

subconsultants, as are reasonably necessary to determine compliance with the PROGRAM and

provisions of this AGREEMENT. The AUTHORITY’s Board may hold a hearing to evaluate

the CONSULTANT’s progress toward meeting the applicable goals of any AGREEMENT

subject to the PROGRAM.



K. NOTIFICATION. All notifications required under this AGREEMENT and all

communications regarding this AGREEMENT or changes thereto shall be effected by the

mailing thereof by registered or certified mail, return receipt requested, postage prepaid and

addressed as follows:



CONSULTANT: AUTHORITY:



[Name of Consultant ALAMEDA COUNTY TRANSPORTATION

AUTHORITY



ATTN: ATTN:

Name of Contact Person Christine Monsen, P.E.,

Title of Contact Person Executive Director

Street Address 426 – 17th Street, Suite 100

City, State, Zip Oakland, CA 94612









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01









ARTICLE II - SCHEDULE



A. SCHEDULE OF WORK. CONSULTANT shall conform to the schedule set forth in

Appendix C, except as otherwise modified by the AGREEMENT. Within thirty (30) days after

execution of the AGREEMENT, CONSULTANT shall furnish to the AUTHORITY its detailed

work schedule for performing the Services within the framework of the “Milestone Schedule.” In

the event it becomes necessary to modify the Schedule of Work, CONSULTANT will prepare a

revised schedule for review and approval by the Executive Director. When a revised schedule

has been submitted to and approved, it will be substituted for Appendix C and will become a

part of this AGREEMENT. The CONSULTANT is responsible for reporting in a prompt and

timely manner whenever it appears the established work schedule will not be met, whether or not

the reasons for anticipated delay are within the CONSULTANT’s control.





B. REPORTING.



1. Progress reports shall be submitted by CONSULTANT monthly, in a form

consistent with Appendix E, describing work accomplished, status of work in progress, an

updated schedule and any foreseeable problems with meeting the schedule. The AUTHORITY

agrees to respond promptly to CONSULTANT’s Progress Reports as may be requested, and to

any other requests for direction, information or assistance with third party agencies in a manner

that will assist CONSULTANT in meeting schedules.



2. Progress Reports shall be delivered to AUTHORITY on the second Tuesday of

each month for the duration of the AGREEMENT. For each and every working day the Progress

Report is late, a liquidated damage charge of Five Hundred Dollars ($500) will be assessed, to a

maximum of Twenty Thousand Dollars ($20,000) per occurrence.



C. DELAY. Neither party hereto shall be considered in the default in the performance of its

duties and obligations under this AGREEMENT with respect to the “Milestone Schedule,” to the

extent that the performance of any obligation is prevented or delayed by an Excusable Delay as

defined herein. Should the CONSULTANT’s Services be delayed by any mutually agreed upon

excusable cause, the CONSULTANT’s schedule for completion of tasks affected by such delay

shall be extended as agreed to by the AUTHORITY. The CONSULTANT shall take all

reasonable actions to minimize any schedule extensions or additional costs to the AUTHORITY

resulting from such delay. Excusable Delays may include, but are not limited to, acts of God or

of the public enemy, acts or failures to act of other agencies or the AUTHORITY (in either their

sovereign or contractual capacity), embargoes, and unusually severe weather. In every case, the

failure to perform must be reasonably beyond the control and without the fault or negligence of

the CONSULTANT.



D. NOTICE OF POTENTIAL DELAY. As a condition precedent to the approval of an

extension of time to complete the established work schedule, CONSULTANT shall give written









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





notice to AUTHORITY within seven (7) working days after CONSULTANT knows or should

know of any cause or condition which might, under reasonably foreseeable circumstances, result

in delay for which CONSULTANT may claim an extension of time.



ARTICLE III - OBLIGATIONS OF THE CONSULTANT



A. STANDARD OF CARE. The CONSULTANT shall have sole responsibility for the

accuracy and completeness of all data provided by CONSULTANT. Review by AUTHORITY,

CALTRANS, COUNTY and/or other reviewing agencies, do not include detailed review or

checking of major components and related details and does not relieve CONSULTANT of that

responsibility.



All plans, estimates, technical and related reports are to be prepared in accordance with the most

recent CALTRANS policies, procedures, and standards including compliance with Federal

Highway Administration (FHWA) requirements for those facilities within Caltrans right-of-way

and to the appropriate local jurisdictions’ policies, procedures and standards for facilities beyond

Caltrans right-of-way as appropriate.

The Structures Design and General Plan preparation will follow the most recent CALTRANS

Division of Structures, Office of External Liaison and Support, Externally Financed Project

Branch’s Information and Procedures Guide. Bridge design shall be in accordance with the

current Caltrans Bridge Design Specifications and Caltrans Bridge Memos to Designers. Right-

of-Way Engineering will follow the most recent CALTRANS District 4 Right-of-Way

Engineering, Surveys and Mapping Services Checklist for Special Funded Projects.

ARTICLE IV - OBLIGATIONS OF THE AUTHORITY



A. AUTHORITY- FURNISHED DATA. The AUTHORITY will provide to the

CONSULTANT all technical data in the AUTHORITY’S possession, including, but not limited

to, previous reports, maps, surveys, borings, and all other information relating to the

CONSULTANT’s Services on the PROJECT. CONSULTANT may reasonably rely upon the

accuracy, timeliness, and completeness of the information provided by the AUTHORITY.



B. ACCESS TO FACILITIES. The AUTHORITY will make its facilities reasonably

accessible to CONSULTANT as required for CONSULTANT’s performance of its service. The

AUTHORITY will provide an executed CALTRANS Encroachment Permit to the

CONSULTANT. CONSULTANT shall provide the necessary attachments and information for

AUTHORITY to process the CALTRANS Encroachment Permit Application.



C. ADVERTISEMENTS, PERMITS, AND ACCESS. Unless otherwise agreed to, the

AUTHORITY will obtain, arrange and pay for all advertisements for bids; permits and licenses

required by local, state, province, or federal authorities; and land, easements, rights-of-way, and

access necessary for the CONSULTANT Services or PROJECT construction. CONSULTANT

shall provide the necessary attachments and information for the AUTHORITY to process the

required permits and licenses.



D. TIMELY REVIEW. The AUTHORITY will examine the studies, reports, sketches,

drawings, specifications, proposals, correspondence and other documents; obtain advice of an







Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





attorney, insurance counselor, accountant, auditor, and other consultants as the AUTHORITY

deems appropriate; and render, in writing, decisions required of AUTHORITY in a timely

manner.



E. PROMPT NOTICE. The AUTHORITY will give prompt written notice to

CONSULTANT whenever AUTHORITY observes or becomes aware of any development that

affects the scope or timing of CONSULTANT’s Services, or any defect in the work of the

CONSULTANT or its subconsultants.



ARTICLE V - GENERAL TERMS



A. GENERAL.



1. No Third Party Beneficiaries. This AGREEMENT gives no rights or benefits to

anyone other than AUTHORITY and CONSULTANT and has no third-party beneficiaries.



2. Legal Action. All legal actions by either party against the other arising from this

AGREEMENT, or for the failure to perform in accordance with the applicable standard of care,

or any other cause of action, will be subject to the statutes of limitation of the State of California.



3. Survival of Indemnities. Notwithstanding the termination of this AGREEMENT

and/or the breach of contract or warranty, fault, tort (including but not limited to torts based on

negligence, statue or strict liability), the CONSULTANT’s obligations of Indemnity set forth in

Article I, Section G and any releases, limitations on indemnity, and any and all limitations on

any remedies herein shall survive termination of this AGREEMENT for any cause, and

Article I, Section A, Paragraph 10 and Article I, Section G of this AGREEMENT shall take

precedence over any conflicting provision of this AGREEMENT or any document incorporated

into it or referenced by it.



4. Jurisdiction. The laws of the State of California will govern the validity of this

AGREEMENT, its interpretation and performance, and any other claims related to it.



5. Non Waiver. Failure of AUTHORITY to insist upon strict performance of any

terms or conditions of this Agreement, or failure or delay in exercising any rights or remedies

provided herein or by law, or failure to properly notify CONSULTANT in the event of breach,

or the acceptance of or payment for any services provided under this AGREEMENT shall not

release CONSULTANT from the terms, conditions, representations or obligations of this

AGREEMENT, and shall not be deemed a waiver of any right of AUTHORITY to insist upon

strict performance or upon any of its rights or remedies as to any prior or subsequent default.



6. Severability and Survival. If any of the provisions contained in this

AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect,

such invalidity, illegality, or un-enforceability will not affect any other provision, and this

AGREEMENT will be construed as if such invalid, illegal, or unenforceable provision had never

been contained herein.









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





7. Audit of Books and Records. CONSULTANT shall make available to

AUTHORITY, its authorized agents, officers and employees, for examination, any and all

ledgers and books of account, invoices, vouchers, canceled checks, and other records or

documents evidencing or related to the expenditures and disbursements charged to

AUTHORITY, and shall furnish to AUTHORITY, its agents, and employees, such other

evidence or information as AUTHORITY may require with respect to any such expense or

disbursement charged by the CONSULTANT.



The records described in this Section shall be retained by the CONSULTANT and made

available for inspection by AUTHORITY for a period of three (3) years after this AGREEMENT

is terminated.

8. Arbitration. All claims, counterclaims, disputes, and other matters in question

arising out of, or relating to, this AGREEMENT or the breach thereof may be decided by

mediation and/or final, binding arbitration in accordance with the Construction Industry

Arbitration Rules of the American Arbitration Association in effect at the date of execution of

this AGREEMENT. Either AUTHORITY or CONSULTANT may initiate a request for such

mediation or arbitration, but consent of the other party to such procedure and to any other

participants thereto shall be a necessary precondition to mediation or arbitration.



9. Attorneys’ Fees. Should it become necessary to enforce the terms of this

AGREEMENT, the prevailing party shall be entitled to recover reasonable expenses and

attorneys’ fees from the other party, including but not limited to expenses and fees attributable to

arbitration pursuant to Paragraph 8 above.



ARTICLE VI - DEFINITIONS



A. GENERAL.



1. CALTRANS. CALTRANS is defined as the California Department of

Transportation, including its headquarters, district, and field offices.



2. DBE Program. The Authority’s Disadvantaged Business Enterprise Program, as

the same may be amended from time to time.



3. LBE/SLBE Program. The Authority’s Local Business Enterprise and Small

Local Business Enterprise Program, as the same may be amended from time to time.



B. DIRECT SALARIES. Direct Salaries are the amount of wages or salaries paid

CONSULTANT’s employees for work directly performed on the PROJECT, exclusive of all

payroll-related taxes, payments, premiums, and benefits.



C. SALARY COSTS. Salary Costs are the amount of wages or salaries paid

CONSULTANT’s employees for work directly performed on the PROJECT, plus a percentage

applied to all such wages or salaries to cover all payroll-related taxes, payments, premiums, and

benefits. Salary Costs will be a percentage of Direct Salaries as shown in Appendix D.









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





D. GENERAL OVERHEAD. General Overhead is a percentage of Direct Salaries paid

CONSULTANT’s employees on all clients’ projects, necessary to cover those indirect general

and administrative costs incurred by the CONSULTANT during the period of performance of

Services. General Overhead will be a percentage of Direct Salaries as shown in Appendix D.

General Overhead will not change for the life of this PROJECT.



E. SALARY COST FACTOR. Direct Salaries are multiplied by the salary cost factor to

determine billing rates. The salary cost factor includes General Overhead and profit. Salary

Cost Factors shown in Appendix D.



F. DIRECT EXPENSES. The CONSULTANT’s Direct Expenses are defined as the costs

incurred on or directly for the PROJECT, other than Salary Costs and General Overhead Costs

(as defined hereinbefore), which have been previously approved by AUTHORITY and are

reasonably necessary for the CONSULTANT’s performance under this AGREEMENT. Such

Direct Expenses shall be computed on the basis of actual purchase price for items obtained from

commercial sources and on the basis of current rates for items provided by the CONSULTANT.

A markup of [Percentage] percent ( [Percentage] %) will be applied to all Direct Expenses as

described below and in Article I, Section A, paragraph 4. Direct Expenses shall include, but

not be limited to:



1. Premiums for special insurance as a result of the AGREEMENT, if the

CONSULTANT obtains approval of the AUTHORITY prior to securing any special insurance.



2. Identifiable communications expense, including long-distance telephone,

telegraph, cable, express charges, mail costs, and other communications costs directly, related to

work on the PROJECT and outside such costs which are included in the CONSULTANT’s

General Overhead.



3. Any and all computer charges, services and costs related to work on the

PROJECT by the CONSULTANT or its subconsultants.



4. Printing, binding, and multilith and other reproduction costs.



5. Costs of travel, meals and lodging, and subsistence of personnel traveling outside

or from outside the San Francisco Bay Area in connection with the PROJECT, which are

approved in advance by AUTHORITY.



6. Mileage at the CONSULTANT’s current standard rate when the

CONSULTANT’s own automobiles are used. This mileage rate may be adjusted by the

CONSULTANT on an annual basis, though the agreement amount will not be adjusted to

provide for any adjustment in mileage rate.



7. PROJECT-related automatic typing equipment and services.



8. Field and laboratory tests and analyses outside general Scope of Services, which

are approved in advance by AUTHORITY.







Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





9. Special equipment and tools used on the PROJECT and not considered “tools of

the trade,” which are approved in advance by AUTHORITY.



10. All costs associated with outside services and facilities, other than subconsultants,

which are approved in advance by AUTHORITY.



11. All costs associated with record management including, but not limited to, the

preparation of material for filming, equipment, and micro reproduction, which are approved in

advance by AUTHORITY.



12. Other direct costs and expenses incurred by the CONSULTANT on the

PROJECT not specifically set forth herein, which are approved in advance by AUTHORITY.



ARTICLE VII - APPENDICES, SCHEDULES, AND SIGNATURES



This AGREEMENT, including its Appendices, constitutes the entire AGREEMENT, supersedes

all prior written or oral understandings, and may only be changed by a written amendment

executed by both parties.

The following Appendices are hereby made a part of this AGREEMENT:

Appendix A: DETAILED SCOPE OF SERVICES / PROJECT COST PROPOSAL

Appendix B: CONSULTANT AND SUBCONSULTANT FIRMS KEY PROJECT

PERSONNEL

Appendix C: MILESTONE SCHEDULE

Appendix D: SALARY COST FACTORS FOR CONSULTANT/SUBCONSULTANT

Appendix E: REPORTING FORMATS

Appendix F: ALAMEDA COUNTY TRANSPORTATION IMPROVEMENT

AUTHORITY LOCAL BUSINESS ENTERPRISE AND SMALL

LOCAL BUSINESS ENTERPRISE PROGRAM

[Remainder of page left blank intentionally]









Sample Professional Services Contract

Alameda County Transportation Authority Attachment C (cont.)

Request for Proposal 07-01





IN WITNESS WHEREOF, AUTHORITY has by order caused the AGREEMENT to be

subscribed by the binding authority of the AUTHORITY and the CONSULTANT has caused the

AGREEMENT to be subscribed on its behalf by duly authorized signees.

CONSULTANT: AUTHORITY:



[Name of Consultant] ALAMEDA COUNTY TRANSPORTATION

AUTHORITY





By: By:

Nate Miley, AUTHORITY Chair

[Name, Title]

Recommended By:





By:

Christine Monsen, Executive Director



Approved as to form and legality:





By:

Legal Counsel to AUTHORITY

Wendel, Rosen, Black & Dean LLP



Reviewed as to Budget/Financial Controls:





By:

Anees Azad

Finance and Administration Manager



Attest:





By: LaTonia Peoples-Stokes

Clerk of the AUTHORITY









Sample Professional Services Contract