request for proposals (rfp) - los angeles

56253518.v2

Request for Proposals (RFP) to provide Design-Build Services for the

Hyperion Water Reclamation Plant

Advanced Water Purification Facility - Phase 1

Instructions to Respondents (ITP)

City of Los Angeles Department of Public Works

Bureau of Sanitation

Enrique C. Zaldivar, General Manager Traci J. Minamide, Chief Operating Officer

RFP Issuance Date: November 23, 2017

TRANSMITTAL NO. 2

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REQUEST FOR PROPOSALS ‐ HWRP AWPF PHASE 1 ‐ (NOVEMBER 2, 2017)

CITY OF LOS ANGELES, SANITATION (LASAN) 56253518.v2

City of Los Angeles Department of Public Works

Bureau of Sanitation

Request for Proposals (RFP) to provide Design-Build Services for the

Hyperion Water Reclamation Plant Advanced Water Purification Facility - Phase 1

This RFP is a solicitation for Proposals from those entities shortlisted as part of the Statement of Qualifications (SOQ) process, and that are interested in serving as the Contractor to provide design, construction, start-up/commissioning, and performance validation services for the City of Los Angeles (City), Department of Public Works (DPW), Bureau of Sanitation (LASAN) for the Project. The Proposals must be submitted in accordance with the requirements set forth in this document.

Only written responses will be considered. All materials submitted will become part of the response, and may be incorporated into any subsequent contract(s) between the City and the selected Respondent.

A MANDATORY PRE-PROPOSAL MEETING will be held for all RESPONDENTS on:

DATE: December X, 2017 TIME: 1:00 pm Pacific Standard Time (PST)

LOCATION: Hyperion Water Reclamation Plant Environmental Learning Center (ELC) 12000 Vista Del Mar Playa del Rey, CA 90293

Respondents may submit questions regarding the RFP to the City Contact prior to the Deadline for Receipt of Written Questions. If the City deems it necessary to answer any questions, copies of all questions and responses will be posted on the Los Angeles Business Assistance Virtual Network (LABAVN) website (www.labavn.org) as an addendum to the RFP. The identity of the Respondent submitting questions will not be disclosed in the addendum. Questions of minor significance may be discussed verbally; however, only written responses may be considered to be part of the RFP requirements and may be incorporated into any subsequent contract(s) between the City and the selected Respondent.

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All questions shall be submitted in writing, by email, and shall specifically reference this RFP. All questions or comments should be directed to the City Contact in accordance with Section 4.1.

PROPOSAL SUBMITTAL DUE DATE/TIME:

JANUARY XX, 2018 BY 2:00 P.M. PST

Questions regarding any of the attachments should be directed to the City Contact, or if pertaining to a City compliance form, to the City department and/or staff member specifically listed on such form.

Ten paper documents (one original and nine [9] copies), as well as one electronic version of the Technical Proposal on a CD-ROM or USB flash drive (in searchable PDF format), must be received no later than the Proposal Submittal Due Date.

One paper document (one original) of the Cost Proposal, as well as one electronic version of the Cost Proposal on a CD-ROM or USB flash drive (in searchable PDF format), must be submitted in a single, sealed envelope or package separate from the Respondent's Technical Proposal, and must be received no later than the Proposal Submittal Due Date.

It is the sole responsibility of the Respondent to ensure that Proposals are received at the location and in the manner noted above by the Proposal Submittal Due Date. Proposals received after the Proposal Submittal Due Date may be deemed non-responsive and be excluded from consideration. A delivery acknowledgement will be issued upon receipt of the Proposal package and will be provided to the Respondent's delivery agent. Please allow sufficient time to check-in with building security when attending the pre-Proposal meeting and submitting a Proposal in person.

The RFP, RFP attachments, and addenda will be posted on www.labavn.org. The pre-Proposal meeting is mandatory for all Respondents who wish to submit a Proposal in response to this RFP. Failure to attend the pre-Proposal meeting will result in the Respondent’s Proposal being deemed non-responsive and be disqualified from being able to submit a Proposal for this RFP.

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Contents Section 1. Background .............................................................................................................................. 1

Introduction ....................................................................................................................................... 1

Respondents ...................................................................................................................................... 1

Contracting Method........................................................................................................................... 1

Defined Terms and Interpretation ..................................................................................................... 2

Reference Documents ....................................................................................................................... 2

HAWPF Conceptual Design Report ................................................................................................. 3

Site Preparation Work Documents .................................................................................................... 4

Contract ……………………………………………………………………………………………4

RFP Subject to Revision ................................................................................................................... 5

Inclusion of Proposal in the Contract .............................................................................................. 5

Minimum Self-Performance Requirements .................................................................................... 5

Public Infrastructure Stabilization Ordinance/Project Labor Agreement ....................................... 6

Pre-Qualified Suppliers ................................................................................................................... 6

Licensing Requirements .................................................................................................................. 6

Section 2. Project Overview ..................................................................................................................... 7

Project Scope ..................................................................................................................................... 7

Project Objectives ............................................................................................................................. 7

Project Cost Estimate and Funding .................................................................................................... 8

Project Schedule ................................................................................................................................ 8

Section 3. The Work ................................................................................................................................. 9

Section 4. Procurement Process ............................................................................................................. 12

Communications and City Contact .................................................................................................. 12

Procurement Schedule ..................................................................................................................... 12

Pre-Proposal Meetings ..................................................................................................................... 13

Confidential Meetings ..................................................................................................................... 13

Interviews ........................................................................................................................................ 14

Withdrawal from Proposing ............................................................................................................ 14

Validity of Proposal ........................................................................................................................ 15

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Section 5. Proposal Submission Requirements .................................................................................... 16

Submittal Place and Deadline ......................................................................................................... 16

Submission Format .......................................................................................................................... 17

Submission Content......................................................................................................................... 17

5.3.1 Transmittal Letter ................................................................................................................. 18

5.3.2 Part 1 – Project Team ........................................................................................................... 18

5.3.3 Part 2 – Project Approach ..................................................................................................... 21

5.3.4 Part 3 – Local Small Business Enterprise (LSBE) Compliance ........................................... 23

5.3.5 Part 4 – Updated Financial Ability ....................................................................................... 23

5.3.6 Appendix A - Forms for Affirmation of Compliance ........................................................... 24

5.3.7 Appendix B - Resumes, Licenses and Certifications ........................................................... 24

5.3.8 Appendix C – Project Schedule ............................................................................................ 24

5.3.9 Part 5 – Cost Proposal .......................................................................................................... 24

Section 6. Proposal Evaluation and Selection....................................................................................... 25

General Evaluation Procedure ......................................................................................................... 25

Responsiveness Requirements ........................................................................................................ 26

Mandatory (Pass/Fail) Requirements .............................................................................................. 26

Evaluation Criteria .......................................................................................................................... 27

Section 7. Conditions for Respondents .................................................................................................. 30

City Policies and Ordinances .......................................................................................................... 30

7.1.1 Insurance ............................................................................................................................... 30

7.1.2 Current Los Angeles Business Tax Registration Certificate Requirement .......................... 30

7.1.3 Non-Collusion ...................................................................................................................... 30

7.1.4 Los Angeles Residence Information ..................................................................................... 31

7.1.5 Contract History ................................................................................................................... 31

7.1.6 Nondiscrimination/Equal Employment Opportunity/Affirmative Action (Non-Construction and Construction) .......................................................................................................................... 31

7.1.7 Mandatory Local Small Business Enterprise Requirements ................................................ 32

7.1.8 Service Contractor Worker Retention Ordinance/Living Wage Ordinance ......................... 33

7.1.9 Prevailing Wage ................................................................................................................... 33

7.1.10 California Senate Bill 854 .................................................................................................. 34

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7.1.11 Equal Benefits Ordinance (EBO) / First Source Hiring Ordinance (FSHO) ...................... 34

7.1.12 Contractor Responsibility Ordinance ................................................................................. 35

7.1.13 Slavery Disclosure Ordinance ............................................................................................ 35

7.1.14 Municipal Lobbying Ordinance .......................................................................................... 36

7.1.15 Child Support Assignment Orders ...................................................................................... 36

7.1.16 Americans with Disabilities Act ......................................................................................... 36

7.1.17 Conflict of Interest .............................................................................................................. 37

7.1.18 Restrictions on Campaign Contributions and Fundraising in City Elections ..................... 37

7.1.19 Contractor Performance Evaluation Ordinance .................................................................. 38

7.1.20 Iran Contracting Act of 2010 .............................................................................................. 38

7.1.21 Fair Chance Initiative for Hiring Ordinance ....................................................................... 38

7.1.22 Assignment of Anti-Trust Claims ....................................................................................... 38

7.1.23 Compliance with Labor Code Requirements ...................................................................... 39

Owner Authority .............................................................................................................................. 39

Ineligible Firms and Individuals ..................................................................................................... 39

Confidential Information ................................................................................................................. 39

Obligation to Keep Project Team Intact .......................................................................................... 40

Proposal Cost and Ownership ......................................................................................................... 40

Signature and Authority Page ......................................................................................................... 41

RFP Protest Procedures ................................................................................................................... 41

7.8.1 General .................................................................................................................................. 41

7.8.2 Protests Regarding RFP Documents ..................................................................................... 41

7.8.3 Protest Regarding Respondent Award Decision .................................................................. 42

Standard Contract Provisions .......................................................................................................... 43

Business Arrangements ................................................................................................................. 43

7.10.1 Term of Proposed Contract ................................................................................................. 43

7.10.2 Performance Guarantees ..................................................................................................... 44

7.10.3 Liability of Selected Respondent ........................................................................................ 44

7.10.4 Contractor Personnel .......................................................................................................... 44

7.10.5 Subcontractors .................................................................................................................... 45

7.10.6 Limitation of City’s Obligation to Make Payment to Contractor ....................................... 45

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7.10.7 Compensation ..................................................................................................................... 45

7.10.8 Invoice Procedures ............................................................................................................. 45

7.10.9 Maintenance of Records ..................................................................................................... 47

7.10.10 Changes or Modifications ................................................................................................. 47

7.10.11 Termination ...................................................................................................................... 47

7.10.12 Indemnification ................................................................................................................. 48

7.10.13 Claims for Labor and Materials ........................................................................................ 48

7.10.14 Independent Contractor .................................................................................................... 49

7.10.15 Ownership and License .................................................................................................... 49

7.10.16 Successors and Assigns .................................................................................................... 50

7.10.17 Severability ....................................................................................................................... 50

7.10.18 Disputes ............................................................................................................................ 50

7.10.19 Applicable Law, Interpretation, and Enforcement ........................................................... 50

7.10.20 Breach ............................................................................................................................... 50

7.10.21 Rights Reserved by the City ............................................................................................. 50

Attachment A ........................................................................................................................................... 52

Definition of Terms ............................................................................................................................... 52

Attachment B ........................................................................................................................................... 54

HAWPF Conceptual Design Report ..................................................................................................... 54

Attachment C ........................................................................................................................................... 55

Draft Contract ........................................................................................................................................ 55

Attachment D ........................................................................................................................................... 56

Cost Proposal Requirements ................................................................................................................. 56

Form D.1 GMP (Engineering) ....................................................................................................... 58

Form D.2 Construction Phase General Conditions Percentage ................................................. 60

Form D.2 Construction Phase Percentage .................................................................................... 61

Form D.3 Performance Validation Phase Percentage ................................................................. 62

Form D.5 GMP (Site Preparation) ................................................................................................ 64

Form D.6 Authorized Signature .................................................................................................... 66

Attachment E ........................................................................................................................................... 67

Compliance Forms and Information ..................................................................................................... 67

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Attachment F ........................................................................................................................................... 68

Site Preparation Work Documents ........................................................................................................ 68

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Section 1. Background

Introduction

The City, DPW, LASAN will use the Progressive Design-Build (PDB) contracting method to deliver the Hyperion Water Reclamation Plant (HWRP) Advanced Water Purification Facility (AWPF) - Phase 1 project (Project), and is utilizing a two-step procurement process for selecting the entity that will serve as the Contractor for the Project.

This RFP represents the second step of the procurement process and establishes the process for soliciting and evaluating Proposals from those entities shortlisted as part of the SOQ process. Only those Respondents identified in Section 1.2 below are invited to submit a Proposal in response to the RFP. The City will review and evaluate Proposals, in accordance with this RFP and select the Contractor.

The execution of a Contract will be subject to the terms and conditions of the RFP. This RFP is not a tender or an offer. Respondents must be thoroughly familiar with the scope of work and performance requirements discussed in this RFP. The City may reject any Proposal that fails to demonstrate such familiarity. In no event will the City be liable for any costs incurred by any Respondent or any other party in developing or submitting a Proposal.

Respondents

The City is soliciting Proposals from the following entities ("Shortlisted Respondents" or “Respondents”), listed in alphabetical order:

CDM Smith Inc.

J.F. Shea Construction, Inc.

Parsons Construction Group Inc.

Walsh Construction Inc.

Selected Respondents were shortlisted based on the combined qualifications of the Project Team submitted in their SOQs.

Contracting Method

The Contractor’s scope of work for the Project will be performed in three distinct phases under a single Contract as follows:

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1. Engineering Phase services performed under the Contract include: (a) design development; (b) pre-construction services; (c) Site Preparation Work and site investigations; and (d) preparing, submitting and negotiating a commercial proposal for Construction Phase services and Performance Validation Phase services, including a Guaranteed Maximum Price (GMP) for Construction Phase services and Performance Validation Phase services. Engineering Phase services may also include procurement and/or development of shop-drawings for long lead equipment. Without limiting the requirements of the Contract, as condition precedent to the commencement of the Construction Phase, the City and Contractor must have entered into an amendment to the Contract for Construction Phase services and Performance Validation Phase services.

2. Construction Phase services performed under the Contract include: (a) completing the entirety of the Project’s design and construction; (b) performing post-construction tasks, such as commissioning and initial performance testing to achieve Partial Final; and (c) performing warranty and other work required to achieve Partial Final Acceptance.

3. Performance Validation Phase services performed under the Contract includes further testing and operations of the Project’s facilities to demonstrate that the facility meets Contract requirements, in compliance with a performance guarantee. Performance Validation Phase services will consist of full and complete operation of the facility during the agreed upon Performance Validation Phase 2-year period. The Performance Validation Phase will conclude with Final Acceptance of the Project by the City.

Defined Terms and Interpretation

Unless the context otherwise indicates:

Capitalized terms and abbreviations in this Instructions to Proposers (ITP) (Sections 1 thru 7 of the RFP) have the meanings given in RFP Attachment A (Definition of Terms); and

This ITP will be interpreted as set out in Article 1.1 of the General Conditions and Section 1 of the Agreement as if references to “this Contract” mean “this ITP”, and references to “Contractor” mean “Respondent".

Reference Documents

The following Reference Documents are being made available to Respondents for background information only:

Site Preparation Work Documents, with exceptions (see Section 1.7 of this RFP).

HAWPF Conceptual Design Report, with exceptions (see Section 1.6 of this RFP).

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The City is providing these documents only for the purpose of Respondent's preparation of Proposals and does not confer a license or grant for any other use. The City makes no representation as to the accuracy or completeness of any of the information included in the Reference Documents.

Without limiting Article 2.3 of the General Conditions: (a) the Reference Documents are not mandatory or binding; and (b) Respondents are not entitled to rely on the Reference Documents or any opinions, suggestions, directions or recommendations therein as presenting design, engineering, construction, operating or maintenance solutions or other direction, means or methods for complying with the requirements of this procurement, the Contract, Governmental Approvals or applicable Laws and Regulations.

Except as expressly provided otherwise in the Contract, the City shall not be responsible or liable for any Claims suffered by any Respondent by reason of: (a) any use, in connection with participation in this procurement, of information, opinions or recommendations contained in the Reference Documents; or (b) any action or forbearance in reliance on the Reference Documents.

HAWPF Conceptual Design Report

RFP Attachment B (HAWPF Conceptual Design Report) is being provided as a Reference Document to: (a) provide preliminary information to convey the intent, goals, criteria, and objectives of the Project; and (b) permit the Respondent to: (i) assess the scope of work and the risk involved; and (ii) submit a Proposal. The HAWPF Conceptual Design Report is intended to provide guidance to Respondents submitting a Proposal. While it provides a summary level description of facilities, it is not intended to dictate means and methods. The selected Contractor, and the Lead Designer's engineer-of-record, is required to provide a Basis of Design Report as part of the Engineering Phase. The Basis of Design Report, prepared by the Lead Designer's engineer-of-record, will serve as the design basis for the Project. Unless otherwise expressly provided in this RFP or the Contract, all information contained within the HAWPF Conceptual Design Report is to be verified and design concepts independently developed.

Respondents shall promptly report in writing to the City any conflict, ambiguity, or discrepancy that Respondent discovers in the HAWPF Conceptual Design Report. Without limiting the provisions with respect to Reference Documents, neither the City nor any consultant working by or through the City shall have any responsibility for errors or misrepresentations resulting from a Respondent’s use of an incomplete HAWPF Conceptual Design Report.

The HAWPF Conceptual Design Report is a Reference Document with the exception of the information contained within the HAWPF Conceptual Design Report that is expressly listed in the Project Technical Requirements, which the Contractor may rely upon as expressly provided in the Contract.

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Site Preparation Work Documents

RFP Attachment F (Site Preparation Work Documents) is being provided as a Reference Document to: (a) provide preliminary information to convey the intent, goals, criteria, and objectives of the Site Preparation Work; and (b) permit the Respondent to: (i) assess the scope of work and the risk involved; and (ii) submit a Proposal. The Site Preparation Work Documents are intended to provide guidance to Respondents submitting a Proposal, but are not intended to dictate means and methods. The selected Contractor, and the Lead Designer's engineer-of-record, is required to provide a design for the Site Preparation Work that will serve as the basis for completing the Site Preparation Work construction. Unless otherwise expressly provided in this RFP or the Contract, all information contained within the Site Preparation Work Documents shall be verified and design concepts independently developed by the Contractor.

Site Preparation Work documents include the following:

As-built information reflective of the majority of existing improvements on site: D-27737, D-27738, D-29510, D-29511, D-29512.

Design drawings (Hyperion Water Reclamation Facility 2482 - HWRP - Advanced Water Purification Facility; City of Los Angeles, Department of Public Works, Bureau of Engineering; 8/21/17; 48 sheets total). ..

Technical specifications (City of Los Angeles, Department of Public Works, Bureau of Engineering Master General; Requirements; Division 02 – Site Work; August 8, 2017).

Hazardous Materials Survey Report (Integrity Environmental; July 31, 2017).

Geotechnical Report; Dissolved Air Flotation Deconstruction (CIP 2481); Hyperion Water Reclamation Plant (HWRP) (City of Los Angeles, Department of Public Works, Bureau of Engineering, Geotechnical Engineering Group; W.O. SZH11895; GEO FILE #17-018; March 13, 2017) included within the technical specifications.

Contract

The Respondent understands that neither this RFP nor the Proposal shall constitute a contract with the City. No contract is binding or official until Proposals are reviewed and accepted by appointed City staff; approved through the appropriate levels of authority within the City; and an official contract is duly executed by the City and the successful Respondent.

RFP Attachment C (Draft Contract), or the "Progressive Design-Build Agreement between City of Los Angeles and Contractor", contains the proposed form of Contract for the Project. Each Respondent shall review this proposed document and provide comments regarding any aspect of such document about which it has any concern, including terms that it considers ambiguous or which it believes should be modified. Such comments shall be submitted to the City Contact no later than the Deadline for Receipt

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of Written Questions. The City will review all comments received and, if it deems appropriate, in its sole discretion, may modify such document through an Addendum by providing a revised Draft Contract. Respondents are on notice that the Draft Contract that is in place as of the Proposal Submittal Due Date (i.e., Draft Contract provided with RFP with any addenda items incorporated) is the form upon which Respondent shall base its Proposal.

Proposals shall be submitted without reservations, qualifications, conditions or assumptions. Any Proposal that assumes or would require material changes to the Contract, as determined by the City in its sole discretion, may result in the City’s rejection of the Proposal as nonresponsive.

RFP Subject to Revision

This RFP is subject to revision after the date of issuance via written addenda. A copy of all such written addenda will be posted on the City of Los Angeles Business Assistance Virtual Network (LABAVN) website at: http://www.labavn.org/. In order to download the RFP, the Respondent must register with LABAVN. Registration on the LABAVN is free of any fees. The following documents will be made available for download on the LABAVN: (1) the RFP (including all attachments) and (2) addenda to the RFP. It is each Respondent’s responsibility to obtain all RFP addenda prior to submitting its Proposal.

If the Respondent has any doubt as to the true meaning of any part of this RFP, or if any discrepancies in or omissions from this RFP are discovered by Respondent, a written request for an interpretation or correction may be submitted to the City Contact (see Section 4.1) for response. The Respondent submitting the request will be responsible for delivery no later than the Deadline for Receipt of Written Questions. The City will not be responsible for any other explanation or interpretations of the documents.

Inclusion of Proposal in the Contract

Portions of the successful Respondent’s Proposal will become part of the Contract through inclusion of Exhibit 13 (Proposal Commitments) to the Contract. All other information is for evaluation purposes only and will not become part of the Contract.

Minimum Self‐Performance Requirements

The selected Contractor shall perform with its own organization not less than thirty-five percent (35%) of the total contract price (contract price includes the price for both the Engineering Phase and the Construction Phase, but excludes the Performance Validation Phase). The dollar value included in this percentage performed by the Contractor shall include the value of labor, materials and equipment

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directly performed or procured by the Contractor and shall not include the value of work performed or provided by subcontractors.

Public Infrastructure Stabilization Ordinance/Project Labor Agreement

The Contractor and Subcontractors performing construction work regardless of tier, including owner-operators, are subject to the provisions of the Public Works Infrastructure Stabilization Ordinance and the Project Labor Agreement (“PLA”) among the City and the Los Angeles/Orange Counties Building and Construction Trades Council and other craft labor unions (refer to Attachment 23 of the RFP). As a condition to issuance of NTP1, the Contractor shall complete, execute and deliver to the City the “Letter of Assent” appended to the PLA. The Contractor shall ensure that applicable Subcontractors execute and deliver the Letter of Assent prior to start of work.

Pre‐Qualified Suppliers

The City has pre-qualified suppliers for the reverse osmosis (RO) system, the membrane bioreactor (MBR) system, and the ultraviolet (UV) disinfection and advanced oxidation process (AOP) system. The selected Contractor will be required to select the aforementioned systems from the pre-qualified suppliers.

Licensing Requirements

Respondents are advised that:

The Contractor is required to hold a Class A (General) License at the Proposal Submittal Due Date as well as any specialty licenses required for Work that will be self-performed by the Contractor;

The Lead Contractor will be required to hold a Class A (General) License at the Proposal Submittal Due Date as well as any specialty licenses required for Work that will be self-performed by the Lead Contractor;

The Lead Operator Entity's Operator-in-Charge will be required to possess a Grade 5 wastewater operations license prior to Engineering Phase Completion (NTP)2;

Any contractors performing Work during the Performance Validation Phase shall possess the licenses appropriate for the Work performed; and

The Lead Designer's Design Manager, and the individual who will act as the engineer of record, will be required to hold a California professional engineer's license at the time of Contract execution.

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Section 2. Project Overview

Project Scope

As part of the City's long-term water management objectives of "fully" reusing water from the HWRP, the Project is being implemented to treat and supply water to be reused at facilities operated by the Los Angeles World Airports (LAWA), as well as other nearby uses. The Project consists of an advanced water purification facility that will treat primary effluent from the HWRP to high-quality, nitrified-denitrified (NDN) recycled water suitable for all reuse applications envisioned by LAWA. The treatment process for the proposed facility is comprised of fine screening, membrane bioreactor (MBR) treatment, reverse osmosis treatment, ultraviolet (UV)/advance oxidation processes (AOP) disinfection, and product water conditioning. The Project will result in the implementation of 1.5 to 3.0 million gallons per day (mgd) of treated water capacity, with the ability to expand to a build-out capacity of 5.0 mgd. The Project will also include a 1,000,000-gallon underground tank for storage of product water, and pump stations for transfer of product water to LAWA and other uses.

The treatment facility will be located within the secured area of the HWRP at the abandoned dissolved air flotation (DAF) facility site. The Contractor will perform demolition of the DAF facility and prepare the site for subsequent construction activities. Site demolition and preparation work required for the product water storage tank and pump station will also be part of the Contractor's responsibilities. The storage tank and pump station will be located within the existing parking lot adjacent to the Harrington Building.

Project Objectives

The City’s objectives for delivery of the Project are as follows:

Water Supply: Produce advanced treated recycled water for supply to LAWA, and other nearby users, to reduce potable water consumption. Provide a new water supply source for LAWA and other users.

Quality: Provide treatment facilities and equipment that will be sustainable and will reliably produce required quantities of product water in full compliance with Federal and State regulations and contractual standards for water quality.

Cost: Obtain the "lowest ultimate cost" solution for the City with respect to design, construction, and performance validation.

Schedule: Achieve the scheduled milestones and completion dates for design, construction, and initial performance testing of the Project.

Operations and Maintenance: Optimize facility such that it is capable of reliably and continuously producing water in a cost-effective manner over the long-term. Provide HWRP

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staff with training and experience in the operations and maintenance (O&M) of advanced water purification facilities.

Risk: Achieve an optimal balance of risk allocation between the City and the Contractor.

Safety: Implement an effective safety program incorporating best industry practices.

Accountability: Provide for Contractor to assume single point of accountability for performance of all services under the Contract.

Collaboration: Provide for coordinated design development, with the Contractor eliciting City input in a manner that preserves Contractor’s sole responsibility for the achievement of Project performance objectives while meeting City objectives associated with cost, quality, aesthetics, and long-term operability.

The City is committed to working in close collaboration with the Contractor during the Engineering Phase to develop the Project’s design to achieve the Project objectives and to obtain a mutually agreeable GMP for delivery of the Project.

Project Cost Estimate and Funding

A cost estimate for the Project is included in the HAWPF Conceptual Design Report.

Project Schedule

It is estimated that the Contract will be executed on or about the 2nd Quarter of calendar year 2018. The design, permitting, construction, and initial performance testing of the completed Project are expected to be completed no later than December 31, 2020.

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Section 3. The Work

As noted in Section 1, the Contractor will provide services in three distinct phases.

Engineering Phase

The Engineering Phase generally consists of preliminary engineering, Site Preparation Work, geotechnical investigations and design development, as well as preparation of a proposed price and Project schedule. The proposed Engineering Phase Work includes development of the Project’s design and a GMP (Construction) and GMP (Performance Validation), as supported by documentation such as detailed open-book costing and other tasks outlined below. The terms and conditions associated with the Engineering Phase are defined in the Draft Contract.

Engineering Phase services include the following tasks:

Develop the Project execution plan, including Project schedule.

Perform site investigations.

Develop the engineering design and perform the Site Preparation Work.

Perform potholing to identify subsurface location of existing utilities at the Project site.

Identify any concerns with and potential refinements to Project Technical Requirements provided by the City. Perform cost-benefit evaluations of any refinements or enhancements to the Project Technical Requirements provided by the City.

Produce the Basis of Design Report.

Develop the engineering design (including preparing and submitting intermediate design review packages) and value-engineering activities in coordination with the City. Design exhibits will include drawings, lists, and specifications.

Prepare a project cost model and provide detailed cost estimates as the design and design alternatives are advanced. The cost model shall be in the format established by the City, and shall include pricing competitively obtained from suppliers and subcontractors.

Submit and negotiate a GMP (Construction) and a GMP (Performance Validation), with the understanding that the Construction Phase and Performance Validation Phase pricing shall be subject to review on an open-book basis.

Perform engineering studies (such as subsurface investigations, raw water/wastewater analyses, etc.) to support design and cost estimating.

Identify Project permitting requirements and initiate certain permitting activities.

Attend regular meetings with the City on a mutually agreed upon schedule to communicate objectives, report on schedule and progress, discuss and resolve issues, obtain clarifications, etc.

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Enter into negotiations with the City to establish final scope and GMPs to perform final design and construction (GMP (Construction)) and performance validation (GMP (Performance Validation)) services.

Complete the final design for the purposes of obtaining necessary permits and use for construction, and obtain City approval of design under Government Code section 830.6 if and when directed by the City in accordance with the Contract.

Provide early shop drawing preparation for expedited procurement of long-lead equipment if and when directed by the City in accordance with the Contract.

Procure certain equipment, if and when directed by the City in accordance with the Contract.

Complete all other tasks outlined in the Scope of Work (Engineering Phase).

If Engineering Phase Approval is obtained, the City and the Contractor will enter into a contract amendment with the City to perform the Construction Phase and Performance Validation Phase as set out in the Contract.

Construction Phase Construction Phase generally consists of completing the Project’s facilities construction, start-up and initial performance testing. The terms and conditions associated with Construction Phase services are set forth in the Draft Contract.

Construction Phase services include the following tasks:

Procure equipment and Subcontractors to perform the Work, subject to prior City approval(s).

Complete Project documentation, including drawings conformed to the construction record in accordance with City standards.

Secure all Governmental Approvals (excluding City-Provided Approvals), including building permits.

Complete construction of the Project to achieve Partial Final Acceptance of the Project.

Supervise Subcontractors and Contractor personnel performing the Work.

Coordinate with the City for supply of power, telecommunications, and potable water to the site(s).

Maintain Site security.

Implement Project health and safety practices.

Prepare a quality management plan that must be approved by City prior to Notice to Proceed for performing Construction Phase Work. Implement quality-management procedures.

Conduct startup, commissioning, and performance testing.

Provide operator training.

Provide warranty coverage.

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Attend regular meetings with the City on a mutually agreed-upon schedule to communicate objectives, report on schedule and progress, discuss and resolve issues, obtain clarifications, etc.

Complete all other tasks outlined in the Scope of Work (Construction Phase).

Performance Validation Phase Performance Validation Phase services include testing and operations of the Project’s facilities to demonstrate guaranteed performance in compliance with Contract requirements. The terms and conditions associated with Performance Validation Phase services are set forth in the Draft Contract.

Performance Validation Phase services include the following tasks:

Perform operation of the treatment facility for a 2-year period in conformance with a performance guarantee.

Prepare and maintain operations and regulatory compliance data and reports.

Perform maintenance of equipment and facilities. Maintain maintenance records within City's computerized management system.

Prepare a transition plan for transfer of operations and maintenance responsibilities to the City after the Performance Validation Phase is complete.

Provide training of City staff.

Attend regular meetings with the City on a mutually agreed-upon schedule to communicate objectives, report on schedule and progress, discuss and resolve issues, obtain clarifications, etc.

Provide warranty coverage.

Complete all other tasks outlined in the Scope of Work (Performance Validation Phase).

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Section 4. Procurement Process

Communications and City Contact

Nasir Emami, Project Manager will be the City Contact. He will act as the sole point of contact for this RFP and will administer the RFP process. All communications shall be submitted in writing, by email, and shall specifically reference this RFP. All questions or comments shall be directed to the City Contact as follows:

Nasir Emami Project Manager City of Los Angeles, Bureau of Sanitation Hyperion Water Reclamation Plant, 3rd Floor, Pregerson Building 12000 Vista del Mar Playa del Rey, CA 90293 (310) 648-5646 [email protected]

No oral communication from the City Contact or any other individual is binding. Oral or written contact with other City staff, Board of Public Works members or any public official concerning the Project during the RFP/Proposal process is prohibited, unless otherwise stated herein. A violation of this provision may result in disqualification of the Respondent from the RFP/Proposal process. Questions pertaining to a City compliance form may be directed to the City department and/or staff member specifically listed on such form.

Procurement Schedule

The approximate procurement schedule, subject to revision by City, is as follows:

Issue RFP November 23, 2017

Pre-Proposal Meeting December X, 2017

Confidential Meetings December XX and XX, 2017

Deadline for Receipt of Written Questions January X, 2018

Proposal Submittal Due Date January XX, 2018

Respondent Interviews February X, 2018

Notice of Contractor Selection February X, 2018

Notice to Proceed April XX, 2018

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Pre‐Proposal Meetings

City will conduct a pre-proposal meeting for Respondents. Attendance at this meeting is mandatory. Failure to attend the meeting will result in withdrawal of the Proposal for non-compliance and/or as non-responsive. The meeting will be held at HWRP Environmental Learning Center (ELC) 12000 Vista Del Mar Playa del Rey, CA 90293 on December X, 2017 starting at 1:00 pm. Entrance to the HWRP is through Gate C on Vista del Mar. At this meeting, City staff will offer information about the Project and the procurement process. Those who attend the pre-Proposal meeting will have the opportunity to tour the Project site following the meeting to familiarize themselves with site conditions and constraints.

Those planning to attend the pre-Proposal conference must call at least twenty-four (24) hours before the meeting to clear security entrance into the HWRP. Contact either of the following HWRP Administration staff members and provide them with the driver’s name, car make and model, and car license plate number (or similar rental car information, if applicable): (310) 648-5807 (Michele Rodgers) or (310) 648-5012 (Carlette Wadlington).

Confidential Meetings

The City intends to conduct a confidential, one-on-one, meeting with each Respondent interested in responding to the RFP. Attendance at this meeting is mandatory and all information will remain confidential with the exception of clarifications to the RFP made by the City, which will be issued by addenda. The City anticipated that the mandatory confidential meetings will be held at LA Sanitation HWRP Environmental Learning Center (ELC) 12000 Vista Del Mar Playa del Rey, CA 90293, and will be scheduled for 3-hours for each Respondent. The City will advise each Respondents of its proposed meeting time no later than two weeks prior to meeting. The City may hold further confidential meetings in its sole discretion upon notice to the Respondents.

The meeting is intended to provide additional information about the Project, the RFP, HAWPF Conceptual Design Report, technical questions/clarifications, scope of services, and Draft Contract. An agenda for the confidential meeting will be sent to all Respondents prior to the meeting. The City's guarantee of confidentiality is subject to applicable law.

Except as expressly provided otherwise in this RFP, the confidential meetings are subject to the following rules:

The City will not discuss with any Respondent any information submitted as part of this procurement other than its own;

Respondents shall not seek to obtain commitments from the City in the meetings or otherwise seek to obtain an unfair competitive advantage over any other Respondent;

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No aspect of these meetings is intended to provide any Respondent with access to information that is not similarly available to other Respondents. Accordingly, material information about the Project or procurement that the City reveals or discusses in response to questions raised in a confidential meeting will be revealed to the other Respondents unless the City, in its sole discretion, determines that disclosure (i) would (a) impair the confidentiality of information submitted as part of this procurement or (b) reveal a Respondent’s confidential business strategies; (ii) is not necessary in order to address an error in the RFP Documents, (iii) is not necessary for purposes of fairness and transparency; and (iv) is not required by the Public Records Act;

The conduct or discussions that occur during confidential meetings will not be considered in Proposal evaluations; and

An agreement for confidentiality will be signed by each meeting attendee, including City staff and others attending on the City's behalf, prior to the start of each confidential meeting.

During confidential meetings, Respondents may ask questions, and the City may provide responses. Responses provided by the City during meetings may not be relied upon unless such questions are submitted in writing and the City provided written responses by an addendum to this RFP.

Interviews

The City will conduct an interview/oral presentation with each Respondent that submits a Proposal. The interviews with each respective Respondent may consist of an oral presentation by the Respondent and a questions and answers portion administered by the City. An agenda for the interview/oral presentation will be sent to each Respondent prior to the interview.

The purpose of the interview is to enable each Respondent to do the following with respect to its Proposal: (a) demonstrate clarity of expression and thoroughness; (b) demonstrate a strong understanding of Project issues; (c) articulate its thoughts and ideas in a logical and factual manner; (d) demonstrate communication between team members and impressions of ability to work cohesively; and (e) provide direct, clear, thorough and insightful answers to questions. The City will consider the above factors when scoring each Proposal, although the interview itself will not be separately scored.

Withdrawal from Proposing

A Respondent may withdraw from submitting a Proposal by providing a written request, duly executed by an authorized representative, and delivered to the City Contact at any time prior to the Proposal Submittal Due Date. Individuals making the withdrawal will be required to provide evidence of authorization to represent the Respondent. After the Proposal Submittal Due Date, Proposals shall not be withdrawn or modified except to the extent agreed to by the City.

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Validity of Proposal

The offer represented by each Proposal will remain in full force and effect after the Proposal Submittal Due Date and cannot be withdrawn for a period of 3 months unless:

The City has cancelled the RFP;

The City has awarded the Contract to another Respondent and Contract execution has occurred; or

The City, in its sole discretion, allows a Respondent to withdraw its Proposal prior to such deadline.

The City and the Respondent may mutually agree, in writing, to extend the validity of a Proposal beyond the validity period. If a Respondent agrees to extend the validity of its Proposal beyond the validity period, the Proposal Security shall also be extended and/or replaced with compliant Proposal Security.

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Section 5. Proposal Submission Requirements

Submittal Place and Deadline

The Respondent shall submit, within a sealed package ten paper documents (one original and nine copies), as well as one (1) electronic version of the Technical Proposal on a CD-ROM or USB flash drive (in searchable PDF format). The original copy of Technical Proposal shall be unbound and photocopy ready. The Respondent shall also submit one (1) paper document (one original) of its Cost Proposal, as well as one (1) electronic version of the Cost Proposal on a separate CD-ROM or USB flash drive (in searchable PDF format), submitted in a single, sealed envelope or package.

Proposals must be submitted physically (via mail or in person) to the following address, to the attention of the following City Contact:

Attention: Mr. Nasir Emami Project Manager City of Los Angeles, Bureau of Sanitation Hyperion Water Reclamation Plant, 3rd Floor, Pregerson Building 12000 Vista del Mar Playa del Rey, CA 90293

Proposals must be received no later than Proposal Submittal Due Date.

Each Respondent assumes full responsibility for the timely delivery of its Proposal at the required location. Any Proposal received after the Proposal Submittal Due Date may be deemed nonresponsive and returned unopened to the Respondent, and that Respondent will be eliminated from consideration.

The delivered packaging containing the Technical Proposal documents must note the Respondent’s name, address, contact person(s), and phone number, as well as “TECHNICAL PROPOSAL FOR HYPERION WATER RECLAMATION PLANT ADVANCED WATER PURIFICATION FACILITY - PHASE 1” on its face. The Cost Proposal must be submitted in a sealed envelope or package and shall note the Respondent’s name, address, contact person(s), and phone number (s), as well as “COST PROPOSAL FOR HYPERION WATER RECLAMATION PLANT ADVANCED WATER PURIFICATION FACILITY - PHASE 1” on its face.

A delivery acknowledgement will be issued upon receipt of the Proposal packages and will be provided to the Respondent's delivery agent.

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Submission Format

Except as expressly provided in this Section, the Technical Proposal must not exceed 40 total narrative pages (most or all 8½ x 11 inch with 1-inch or greater margins), excluding the transmittal letter, index or table of contents, front and back covers, title pages/separation tabs, and appendices. A maximum of five of the total pages may be 11 x 17-inch tri-fold format. Eleven-point font or larger must be used in Technical Proposal Parts 1 and 2. The Technical Proposal shall be typed or printed double-sided to the extent possible, with each double-sided page counting as two pages, on recycled and recyclable paper, and shall be continuously numbered. Each Technical Proposal Part and Appendix shall be labeled with title headers.

The Cost Proposal shall include the completed Cost Proposal submission forms, and any supporting documentation requested in this RFP.

Submission Content

The Technical Proposal must include the following in the order listed:

Transmittal Letter

Part 1 – Project Team

Part 2 – Project Approach

Part 3 - Local Small Business Enterprise Compliance

Part 4 - Updated Financial Ability

Appendix A – Forms for Affirmation and Compliance

Appendix B – Resumes, Licenses and Certifications

Appendix C – Project Schedule The content requirements set forth in this RFP represent the minimum content requirements for the Technical Proposal. It is the Respondent’s responsibility to present all relevant information and other materials in its Technical Proposal. The Technical Proposal, however, should not contain standard marketing or other general materials. It is the Respondent’s responsibility to modify such materials so that only directly relevant information is included in the Technical Proposal. The Cost Proposal must include the following:

Part 5 – Cost Proposal

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5.3.1 Transmittal Letter

It is mandatory that each Respondent submit a transmittal letter on the Respondent’s letterhead. The letter must be signed by an authorized representative of the Respondent and in compliance with Section 7.7.

The transmittal letter must include:

a) The name of Respondent’s authorized representative(s), address(es), phone number(s), and e-mail address(es).

b) The name of the proposed Contractor, Lead Contractor, Lead Designer, and Lead Operator Entity.

c) The identity of the individual(s) who will be the signatory(ies) to the contract(s) with the City, if awarded to Respondent, including title(s), address(es), phone number(s), and e-mail address(es). The transmittal letter shall be limited to two, 8 ½ x 11 inch pages.

Except as set forth below, Respondents must include within the transmittal letter confirmation that all information previously provided in Respondent’s SOQ remains true and accurate by including the following statement in the transmittal letter:

“[Insert Name of Respondent] confirms that all information provided in our SOQ previously submitted to the City for the HWRP AWPF Phase 1 Project in response to the RFQ has not changed, and is valid, true and accurate; and confirms that all Key Personnel as represented in our SOQ and in our Technical Proposal will remain as part of the Project Team, in their represented roles, for the duration of the Project.”

If the Respondent’s Project Team has changed from its SOQ, or if any other information provided in the SOQ is no longer true or accurate, then the Respondent shall provide updated information that is true and accurate. Respondents are reminded that if any members of the Project Team listed in the Respondent’s SOQ have been changed, the Respondent's Proposal score may be impacted.

The transmittal letter may include other information deemed relevant by the Respondent. A Proposal that does not include a transmittal letter may be considered non-responsive and the Respondent may not be considered further.

5.3.2 Part 1 – Project Team

Respondent shall provide the following information to enable the City to understand Respondent’s Project Team qualifications and experience:

Executive Summary of Respondent's SOQ. Respondent shall include an executive summary of the qualifications and experience of the Project Team as provided in the Respondent's SOQ, with emphasis

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on the Key Personnel. The qualifications and experience information shall focus on roles and past performance for projects of comparable size, complexity, challenges, and functionality as the Project. The information provided by Respondent for this Part of its Technical Proposal is expected to be consistent with the information provided in the Respondent's SOQ. However, the Respondent may provide any additional information that it deems relevant to allow the City to evaluate its qualifications and experience. Respondent shall describe how the Key Personnel's qualifications and experience are applicable and beneficial to effectively supporting the delivery of the Project.

Change in Key Personnel. Respondent shall identify any Key Personnel (and their firm affiliations), as defined in RFP Attachment A (Definition of Terms), that have changed from what was previously provided in the Respondent's SOQ. Provide the names and phone numbers of all such Key Personnel. The City expects Key Personnel named in this Proposal to remain on the Project Team for the duration of the Project.

In Appendix B (Resumes), provide resumes for any Key Personnel that have changed from what was previously provided in the Respondent's SOQ. Resumes must be limited to two, single-sided 8½ x 11 pages per individual and shall include a narrative that describes each individual’s:

Total years of experience in the operations and/or design and/or construction of water/wastewater public works projects.

Academic and professional qualifications.

Professional registration and certifications (as applicable).

Experience as it relates to the Project (including reference projects and the individual's role in referenced project) and to the individual’s specified role on the Project.

Provide three project references for:

Any of the Respondent's proposed Key Personnel who have changed from those identified in the Respondent's SOQ.

Lead Operator Entity Key Personnel. Respondent shall identify proposed Key Personnel (and their firm affiliations) for the Lead Operator Entity, as defined in RFP Attachment A (Definition of Terms). Provide the names and phone numbers of all such Key Personnel. The City expects Key Personnel named in this Proposal to remain on the Project Team for the duration of the Project. The City also expects the Lead Operator Entity to be involved with the development of the design during the Engineering Phase and Construction Phase. The Lead Operator Entity is not required to be exclusive to the Respondent's Project Team.

In Appendix B (Resumes), provide resumes for Key Personnel for the Lead Operator Entity’s Operator-in-Charge. Resumes must be limited to two, single-sided 8½ x 11 pages per individual and shall include a narrative that describes each individual’s:

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Total years of experience in the operations and/or design and/or construction of water/wastewater public works projects.

Academic and professional qualifications.

Professional registration and certifications (as applicable).

Experience as it relates to the Project (including reference projects and the individual's role in referenced project) and to the individual’s specified role on the Project.

Provide three project references for:

The proposed Lead Operator Entity’s Operator-in-Charge.

Lead Operator Entity Experience. The City is interested in reviewing the past performance and experience of the members of the Lead Operator Entity, including their individual and collective past performance and experience on previous or current projects of similar size, complexity, challenges, and functionality as the Project. Indicate the number of years of experience for the Lead Operator Entity and describe the Lead Operator Entity's experience with the operation of municipal wastewater treatment plants, and with the operation of the processes that will be implemented as part of the Project (i.e., MBR, RO, UV-AOP, etc.). Indicate the number of operations and maintenance personnel employed by the Lead Operator Entity’s entity and the experience of the personnel. No Respondent may require the Lead Operator Entity to be exclusive to its Project Team. The Lead Operator Entity’s Operator-in-Charge will be required to possess or be able to obtain the appropriate California operator's license (Grade 5, minimum) by the time of Construction Phase Agreement (NTP2).

In addition to the above, the Respondent shall submit descriptions of reference projects to demonstrate the Lead Operator Entity's relevant experience. The Respondent shall provide descriptions for a minimum of three reference projects for the Lead Operator Entity to demonstrate experience relevant to the Project. Representative projects shall be projects of similar size, complexity, challenges, and functionality as the Project. A maximum of five reference projects may be provided.

Each reference project description shall contain at least the following information:

Name of Owner;

Owner reference and contact information;

Role of Lead Operator Entity in the Project Team;

Description of the project showing relevance to this Project; and

Firms and Key Personnel who participated in the project and are included in the Proposal, along with a clear description of the project role and responsibility of each.

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City staff or advisors reserve the right to contact references and obtain information on representative projects to confirm the information provided by Respondent. The Respondent’s score on this section may be negatively impacted by the inability to contact and verify references.

International project reference and contact information will be considered only to the extent the Respondent is able to provide information in its Proposal that adequately describes how the project reference is relevant to projects completed in the United States (e.g., similar regulatory requirements; similar materials and equipment procurement requirements; etc.).

5.3.3 Part 2 – Project Approach

Project Understanding. Respondent shall demonstrate its knowledge of the overall Project and Project requirements and needs. Identify and describe how the Respondent would define and approach key Project challenges. Describe how the Respondent would be structured to best manage its activities and satisfy the needs of the Project, including the Lead Contractor's involvement/role during the design, the Lead Designer's involvement/role during construction, and the Lead Operator Entity's involvement/role during design and construction. Include the following discussions regarding the Respondent's project understanding:

Define 5 to 10 key issues and challenges in both the design and construction of the Project. Describe how to mitigate potential negative impacts (i.e., risk mitigation strategy) of each key issue and any unique approaches or strengths the Respondent may have relative to the issues and challenges.

Discuss any innovative or alternative ideas and approaches to completing the design and construction of the Project. Demonstrate the Respondent's ingenuity through design concepts, construction materials, and construction methods to achieve the most efficient and long-lasting treatment facility. Provide any examples of where suggested innovative or alternative approaches have been successfully implemented by the Respondent. Do not discuss or provide claims relating to actual costs or cost impact from any of the innovative or alternative ideas for the Project.

Define 5 to 10 key cost control/cost reduction steps and/or measures in both the design and construction of the Project. Discuss and demonstrate the Respondent's approach to ensure equipment, material, and subcontractor competitiveness. Respondent shall include a written statement in its Proposal that acknowledges it understands and will follow, if selected as the Contractor, the Cost Estimate Submittal Requirements (Exhibit 2-1 of the Contract).

Discuss any prominent concerns with the Respondent's capacity to meet the Project's schedule and budget and how the Respondent will manage budget and schedule requirements. The Respondent may provide situations and examples where its approach to managing the schedule and budget has been successful.

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Describe how the Respondent will approach start-up and commissioning including the key tasks the Respondent would recommend for achieving compliance with the Project requirements.

Describe how the Respondent shall describe its ability and approach to providing Performance Validation Phase services for a 2-year period. Respondent shall provide a description of its staffing plan and organization chart; and its approach to performing the necessary operations and maintenance activities. The Respondent is expected to conform to City standard operating procedures in completing its operations and maintenance duties.

Work Plan. Respondent shall describe its approach to planning and executing the Project through all phases. Provide summaries for the following:

Communication Plan: Describe how the Respondent intends to control and coordinate the flow of information between the design, construction, and performance validation teams; and how the Respondent would interface with the City and City Representative. Discuss the Respondent's approach to resolving issues/conflicts among Contractor, City and City Representative.

Project Schedule: Provide in Appendix C (Project Schedule) a detailed-level schedule, including no more than three hundred (300) individual activities, for identifying tasks, durations, and key milestones for the Engineering Phase and Construction Phase of the Project; and provide in Part 2 a summary version of the Respondent's proposed project schedule. Provide in Part 2 the Respondents proposed dates for achieving the Engineering Phase Milestones per the Draft Contract - these proposed dates will be included within the Agreement executed by the City and successful Respondent.

Cost Model Plan: Describe the Respondent's approach to developing the cost model, what reporting and trending capabilities the Respondent would recommend, and how adaptable the plan is to changing Project conditions. Respondent should also discuss its philosophy on Project contingency development, Project contingency management, and Project savings if a GMP contracting process is used.

Safety Plan: Submit a summary description of the corporate safety program that has been established by the Lead Contractor. Include a description of safety programs or procedures that would be applicable to the Project.

Transition Plan: Describe the Respondents approach to involving City staff in the operations and maintenance of the facilities during the Performance Validation Phase, the training of City staff, and other activities to efficiently transfer operations and maintenance responsibilities to the City after the completion of the Performance Validation Phase. The Transition Plan should also consider development of standard operating procedures (SOPs),

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approach to maintenance verification systems, and how the Respondent will work with the City’s existing computerized maintenance management system (Ellipse Select).

Approach to Delivery, Ability to Self-Perform and Subcontracting During Engineering Phase and Construction Phase. Submit a description of the Respondent’s general delivery approach of the Project, including ability to self-perform Work (Engineering and Construction Phases) and perceived advantages/disadvantages of doing so. The following shall be included as a minimum:

Philosophy of delivering design-build projects through self-performance of work elements and the benefits to the City and Project of doing so.

Minimum/maximum self-performance capabilities and preferences for the Work during the Engineering Phase and Construction Phase.

Proposed components Respondent would self-perform and the Respondent’s approach to the Work during each of the Engineering Phase and Construction Phase. Respondent shall explain how it will meet minimum self-performance requirements for the Project.

Proposed components Respondent would subcontract and the Respondent’s approach to subcontracting. Respondent shall explain how it will meet minimum subcontracting requirements for the Project, and how it intends to ensure that fair practices are used in selection of subcontractors.

5.3.4 Part 3 – Local Small Business Enterprise (LSBE) Compliance

Submit in Appendix A (Forms for Affirmation of Compliance) a completed Letter of Intent between Respondent and each LSBE subcontractor, and a completed Subcontractor Information Form (Schedule A) that are provided within Attachment E (Compliance Forms and Information).

5.3.5 Part 4 – Updated Financial Ability

Submit in Part 4 the following to provide evidence of bonding capacity, updated financial and other relevant information sufficient to demonstrate financial ability to perform the work:

Respondent shall provide a notarized letter(s) from its surety (or sureties), updated subsequent to the Respondent's SOQ, verifying that the Respondent has a minimum bonding capacity of $40 million available for this Project for each of the performance and payment bonds. The Respondent’s surety (or sureties) must have a rating of A- or better in the latest revision of the A.M. Best Company’s Insurance Report, must be authorized by law to do business in the State of California, and must be listed in the U.S. Department of Treasury Circular 570. Notwithstanding the requirement to provide a notarized letter(s) from its surety (or sureties) verifying that the Respondent has a minimum bonding capacity of $40 million, the successful Respondent will be required to maintain the minimum bonding capacity as

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described in Article 5.2 of the General Conditions and Exhibit 6B of the Agreement for the duration of the Contract.

The Respondent should note that the City intends for the Contractor's performance bond to remain in place through completion of the Performance Validation Phase as described in Section 5.2.6 of the General Conditions.

Respondent shall provide proof of the ability to meet insurance requirements as described in Section 7.1.1 of this RFP.

5.3.6 Appendix A - Forms for Affirmation of Compliance

Include in Appendix A of the Proposal the completed forms provided in RFP Attachment E (Compliance Forms).

5.3.7 Appendix B - Resumes, Licenses and Certifications

In accordance with Section 5.3.2 of this RFP, for any new Key Personnel that the Respondent intends to use that are not identified in its SOQ and for the Lead Operator Entity, Respondent shall provide resumes for such individuals within Appendix B. Provide certifications and licenses for Lead Operator Entity and any new Key Personnel (if applicable), and otherwise required by Section 1.14.

5.3.8 Appendix C – Project Schedule

In accordance with Section 5.3.3 of this RFP, Respondent shall provide in Appendix C a detailed-level schedule for the Project. The schedule shall identify critical path, proposed early work packages, and projected float.

5.3.9 Part 5 – Cost Proposal

A Proposal submitted in response to this RFP must contain a Cost Proposal that fully conforms with and satisfies the format and content requirements described in this RFP. Accordingly, Respondent must complete the forms provided in RFP Attachment D (Cost Proposal Requirements) and include them in its Cost Proposal.

All cost information shall be included in the Cost Proposal. No cost information shall be included in the Technical Proposal (including within the cover letter and appendices), and the Cost Proposal shall be submitted in separate package and under separate cover as the Technical Proposal. If any cost information is included in the Technical Proposal, the Respondent’s Proposal may be rejected.

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Section 6. Proposal Evaluation and Selection

General Evaluation Procedure

The submission of a Proposal by Respondent shall constitute acknowledgement of acceptance of all terms and conditions set forth in this RFP unless otherwise expressly stated in this RFP. All Proposals must be submitted in writing and must include all required documents including forms, appendices, and other information requested in this RFP.

In general, the procedure for evaluation of Proposals and selection of the successful Respondent will consist of the following:

Technical and Cost Proposals will be received per instructions provided in this RFP.

City staff will open the Technical Proposals. Cost Proposals will remain sealed.

City staff will review the Technical Proposals (with assistance provided by outside advisors if desired by City) to determine if Responsiveness Requirements and Mandatory (Pass/Fail) Requirements are met.

City staff or outside advisors will attempt to contact references and verify information relating to representative projects.

For those Technical Proposals that meet the Responsiveness Requirements and Mandatory (Pass/Fail) Requirements, the Technical Proposals will be reviewed by an evaluation committee composed of City staff (with assistance provided by outside advisors if desired by City).

Interviews will be conducted, with Respondents being given instructions by the City as to the format and logistics of such interviews.

After all interviews are complete, the final scores for the Technical Proposals will be compiled.

After the all final Technical Proposal scores are compiled, the Cost Proposals will be opened and the scores will be calculated by the City and added to the previously determined Technical Proposal scores.

Proposals and corresponding Respondents will be ranked based upon the Proposal scores.

Respondents who submitted a Proposal will be notified of the ranking and the selected Respondent via a letter or email. Proposals received from Respondents will not be returned.

The selected Respondent will be provided a Notice to Start Limited Negotiations.

Following delivery of a Notice to Start Limited Negotiations, the City shall commence negotiation of the final Contract with the selected Respondent. Negotiations shall be limited to matters identified by the City or otherwise as set out in the RFP. If the City and the selected Respondent are unable to negotiate the final Contract, the City will negotiate with the next-

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highest ranked Respondent (which will then be considered the selected Respondent) until it has successfully negotiated the final Contract or has made an unsuccessful attempt with each Respondent. Before beginning negotiations with a lower-ranked Respondent, the City shall formally and in writing end negotiations with the previously selected Respondent.

Once the Contract has been finalized, the Contract will be submitted to the City's Board of Public Work's (Board) approval process. If the Contract fails to receive approval from the Board, the City shall conduct negotiations with the selected Respondent with the goal of agreeing on a revised Contract for re-submittal to the Board approval process. If those negotiations are unsuccessful, the City may begin the negotiation and approval process with each next-highest ranked Respondent until a Contract has been executed or there are no remaining Respondents with whom to negotiate.

During the Proposal evaluation process, written questions or requests for clarifications may be submitted to one or more Respondents regarding its Proposal or related matters. Failure to respond in a timely manner to any such questions or requests may be grounds for elimination of the Respondent from further consideration. Respondent is responsible for the accuracy of its Proposal. Discrepancies between words and figures will be resolved in favor of the words.

Responsiveness Requirements

Each Proposal will be reviewed to determine whether it is responsive to the RFP. Respondent must comply with all terms and conditions of this RFP, including the requirement to provide all documentation requested in this RFP. Failure to comply with the requirements of this RFP may result in a Proposal being rendered as nonresponsive. At its sole discretion, however, the City may waive any inconsequential or immaterial failure to meet a requirement of this RFP and may request clarification or additional information to remedy a failure.

Mandatory (Pass/Fail) Requirements

Each responsive Proposal will be reviewed to determine whether it meets the Mandatory (Pass/Fail) Requirements outlined in this subsection. At its sole discretion, the City may waive any failure to satisfy such requirements and may request clarification or additional information to address any questions that may arise in this regard. Any Proposal that does not satisfy all the following Mandatory (Pass/Fail) Requirements may be rejected:

LSBE Percentage Compliance. Respondent must have demonstrated that it can meet or exceed the minimum LSBE Percentage of 15 percent as described in Section 5.3.4 of this RFP. The Respondent must provide a completed Letter of Intent between Respondent and each LSBE subcontractor, and a completed Subcontractor Information Form (Schedule A).

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Bonding Capacity. Respondent must provide notarized letter(s) from its surety (or sureties) meeting the minimum requirements in Section 5.3.5 of this RFP.

Insurance. The Respondent must provide provide a notarized declaration from their insurance carrier(s) meeting the minimum requirements in Section 7.1.1 of this RFP.

Evaluation Criteria

The evaluation criteria are intended to allow the City to evaluate specific aspects of a Respondent’s experience, technical competence, and capability to perform, and cost competitiveness to select based upon the "lowest ultimate cost" as outlined in the City Ordinance No. 184988 for this project. The "lowest ultimate cost" is determined by considering the costs provided as part of the Respondent's Proposal in combination with the perceived ability of the Respondent's qualifications, experience and project approach to result in the lowest cost for performing the Cost of Work, etc. The evaluation criteria are weighted in accordance with the table set forth below. Sub-factors for the evaluation criteria are listed in descending order of importance. The scoring of the evaluation criteria and each sub-factor (if applicable) will be based upon the rating set forth in the evaluation criteria scoring table below, and the information provided in Parts 1, 2, 3 and 4 of the Respondent's Proposal.

1. Project Team. Demonstrate that Respondent’s Project Team has the experience and ability to successfully complete the design, construction, startup, commissioning, and performance validation of the Project.

Respondents will be evaluated based on the qualifications, experience, and past performance of Lead Designer, Lead Contractor and Lead Operator Entity, with the evaluation considering in particular the experience of Key Personnel working in similar roles to those proposed on this Project based on projects of similar complexity, challenges, and functionality as this Project.

Sub-factors that will be used to score this category, in equal or descending level of importance, are as follows:

a. Qualifications, technical competence, and experience of Key Personnel. b. Past experience of the Respondent’s Project Team members (Lead Contractor, Lead

Designer, and Lead Operator Entity) based on projects of similar complexity, challenges, and functionality as this Project.

c. Past experience of the Respondent’s Project Team members working together. d. Past experience of the Respondent’s Project Team members working (i) at the HWRP; (ii)

with the City of Los Angeles; and (iii) experience working locally in the Los Angeles area and the seven-county Southern California region.

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2. Project Approach. Demonstrate that Respondent's project understanding and approach is appropriate for the efficient (timely) and effective completion of the Project.

Respondents will be evaluated on the quality, value, and effectiveness of the information submitted by Respondent. Respondents will be evaluated on the Respondent’s (i) approach to meeting/exceeding the scope of services and requirements as represented in this RFP; (ii) project delivery approach for meeting City’s goals and objectives; and (iii) incorporation of innovative ideas and cost savings measures.

Sub-factors that will be used to score this category, in descending level of importance, are as follows:

a. Project Understanding. b. Work Plan. c. Approach to Local Workforce and Materials Utilization. d. Ability to Deliver and Self-Perform.

3. LSBE Compliance. Provided Proposer has met the pass-fail requirements Respondent's LSBE percentage for the Engineering Phase Work will be subject to additional points depending on the extent to which the LSBE percentage exceeds the LSBE required percentage for the Project.

4. Cost Proposal. Demonstration that the Respondent's costs, in combination with the Project Team and project approach, provides the lowest ultimate cost for the Project. Sub-factors that will be used to score this category, in descending level of importance, are as follows: a. GMP (Engineering Work). b. GMP (Site Preparation). c. Construction Phase Percentage. d. Construction Phase General Conditions Percentage. e. Performance Validation Phase Labor Cost and Fee Percentage.

The City will evaluate and rank the responsive Proposals by scoring the evaluation criteria set forth below to generate a ranking of Respondents. The total number of points that will be used in evaluating all of the factors for this Proposal is 100, allocated as shown in the following table. For the Part 3, the Respondent will receive the following points: 0 additional points if it just meets the LSBE target percentage; 1 bonus point for exceeding the LSBE target percentage by 5% (i.e., total LSBE percentage equal to 20%); and 2 bonus points for exceeding the LSBE target percentage by 10% or more (i.e., total LSBE percentage equal to 25%).

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Criterion Maximum Possible

Points

Part 1 - Project Team

Key Personnel Experience

25

Part 2 - Project Approach

Project Understanding Work Plan Ability to Delivery, Ability to Self-Perform and

Subcontracting

55

Part 3 - Local Small Business Enterprise Compliance Pass/Fail (Meet LSBE Percentage)

Exceed LSBE Percentage

(Up to 2 bonus points)

Part 4 - Updated Financial Ability

Bonding Capacity Ability to Meet Insurance Requirements

Pass/Fail

Pass/Fail

Part 5 - Cost Proposal

GMP (Engineering) GMP (Site Preparation) Construction Phase Percentage Construction Phase General Conditions Percentage Performance Validation Phase Labor Cost and

Percentage

20

TOTAL 100

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Section 7. Conditions for Respondents

City Policies and Ordinances

All Respondents are required to adhere to the City's policies on Personal Services Contracts. Each Respondent shall submit the relevant completed forms in RFP Attachment F.

7.1.1 Insurance

The selected Respondent will be required to maintain for the duration of the Contract and provide certifications of insurance coverage(s). Respondents are required to provide a notarized declaration from their insurance carrier(s), updated subsequent to the Respondent's SOQ, stating that their firm is able to obtain insurance coverage set out in Article 5.1 of the General Conditions and Exhibit 6C of the Agreement.

The Lead Designer may provide the professional liability insurance if Lead Designer will be a subcontractor to the Contractor. The required insurance must be obtained and maintained from insurance companies that have an A.M. Best Rating of no less than A: VII, unless otherwise acceptable to the City, and are duly licensed or authorized in California. The City shall be named as an additional insured as appropriate and shall be entitled to the fullest coverage permitting by law.

All Respondents, as part of their Proposal, are required to provide a notarized declaration from their insurance carrier(s) that their firm is able to obtain insurance coverage in the limits stated above. Information on how to submit proof of insurance to the City, along with conditions for acceptance of self-insurance is included in Attachment E (Compliance Forms and Information).

The Respondent’s surety (or sureties) must have a rating of A- or better in the latest revision of the A.M. Best Company’s Insurance Report, must be authorized by law to do business in the State of California, and must be listed in the U.S. Department of Treasury Circular 570.

7.1.2 Current Los Angeles Business Tax Registration Certificate Requirement

For the duration of this Contract, the Contractor shall maintain valid Business Tax Registration Certificate(s) as required by City’s Business Tax Ordinance, Section 21.00 et seq. of the Los Angeles Municipal Code (“LAMC”), and shall not allow the Certificate to lapse or be revoked or suspended .

7.1.3 Non-Collusion

Each Proposal shall contain the following statement signed by a legally authorized officer of the Respondent. “This Proposal is genuine and not sham or collusive or intended to be withdrawn once submitted for evaluation in the RFP selection process or during consideration for contract award, nor made in the interest or in behalf of any person herein named; the Respondent has not directly or

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indirectly induced or solicited any other Respondent to put in a sham bid, or any other person, firm or corporation to refrain from submitting a Proposal; and the Respondent has not in any manner sought by collusion to secure himself an advantage over any other Respondent” [(see Attachment E (Compliance Forms and Information)].

7.1.4 Los Angeles Residence Information

It is the policy of the City to require all Respondents or individuals seeking Contracts with the City to report the headquarters address of the company and declare the percentage of the work force residing in the City. Proposals shall include the following information.

• Organization headquarters address

• Addresses of all branch offices located within the City

• Number of employees in the total workforce

• Percentage of total workforce residing in the City

• Percentage of total workforce employed in the City

• Number of employees in each Los Angeles branch office

• Percentage of work force in each Los Angeles branch office residing in the City

See Attachment E (Compliance Forms and Information) for sample form.

7.1.5 Contract History

The City Council passed a resolution on July 21, 1998 requiring that all proposed vendors supply in their Proposal, a list of all City Contracts held by the Respondent or any affiliated entity during the preceding 10 years. Respondents shall complete and return the Contract History form included in Attachment E (Compliance Forms and Information).

7.1.6 Nondiscrimination/Equal Employment Opportunity/Affirmative Action (Non-Construction and Construction)

Respondents are advised that any Contract awarded pursuant to this RFP shall be subject to the applicable provisions of Los Angeles Administrative Code Section 10.8.2., Non-discrimination Clause.

All contracts (both construction and non-construction) for which the consideration is $1,000 or more shall comply with the provisions of the Los Angeles Administrative Code Section 10.8.3, Equal Employment Practices Provisions. By affixing its signature on a contract that is subject to the Equal Employment Practices Provisions, the Respondent shall agree to adhere to the provisions in the Equal Employment Practices Provisions for the duration of the Contract.

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All contracts (both construction and non-construction) for which the consideration is $25,000 or more shall comply with the provisions of the Los Angeles Administration Code Section 10.8.4., Affirmative Action Program Provisions. By affixing its signature on a contract that is subject to the Affirmative Action Program Provisions, the Respondent shall agree to adhere to the provisions in the Affirmative Action Program Provisions for the duration of the Contract.

Furthermore, Contractors shall include similar provisions in all subcontracts awarded for work to be performed under the Contract with the City and shall impose the same obligations. The Subcontract with the Subcontractor that contends similar language shall be made available to the Office of Contract Compliance upon request.

Respondents seeking additional information regarding the requirements of the City’s Non-Discrimination Clause, Equal Employment Practices and Affirmative Action Program may visit the Bureau of Contract Administration’s web site at http://bca.lacity.org.

7.1.7 Mandatory Local Small Business Enterprise Requirements

As authorized by Ordinance No. 184988, effective July 10, 2017, LASAN will be utilizing a local small business enterprise bid preference for contracts related to this Project. This mandatory local small business enterprise (LSBE) preference program was created to provide additional opportunities for local small businesses to participate in contracts for the procurement of services and equipment, including design and construction, as it relates to this Project. LASAN will implement and administer the preference, and the Bureau of Contract Administration will be the Designated Administrative Agency (DAA) responsible for all applicable certifications related to this preference.

A Contractor (Prime) may satisfy the local small business requirement by virtue of its own status as a local small business. If the Prime is not a local small business, it shall satisfy the requirement through the use of local small business subcontractors.

Based on the current conceptual design of the AWPF and work to be performed, the mandatory LSBE participation level for the Engineering Phase of this project has been set at 15% LSBE. The mandatory LSBE participation level and program requirements for the Construction Phase of this project will be included in LASAN’s instructions to the Contractor for the preparation and submittal of the GMP (Construction). Failure to meet the LSBE participation level for the Engineering phase may disqualify proposing firms from being considered for award of the contract. Respondents shall be responsible for determining the LSBE status of its subcontractors at the time of proposal submission for purposes of meeting the mandatory LSBE requirement(s).

Respondents are also required to complete a Letter of Intent between Respondent and each LSBE subcontractor and Subcontractors Information Form (Schedule A) and submit it with the RFP. The Respondent must include on the Schedule A the names, addresses, telephone numbers, contact persons and dollar value of the subcontract of all of the selected firms for the Engineering Phase of this Project,

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and a complete description of the supplies and the work to be provided by each firm. During the term of the Contract, the Respondent must submit the Subcontractor Utilization Profile (Schedule B) with each invoice.

Upon completion of the project, a summary of subcontractor utilization shall be prepared on the “Final Subcontracting Report” form (Schedule C) and certified correct by the Contractor or its authorized representative. The completed form shall be furnished to LASAN within 15 working days after completion of the Contract.

Respondents who have questions or who require assistance with the local small business enterprise requirements, should contact LASAN Centralized Contracts Unit at [email protected].

Please refer to RFP Attachment X for the Local Small Business Enterprise Program Requirements.

7.1.8 Service Contractor Worker Retention Ordinance/Living Wage Ordinance

Unless approved for an exemption, Contractors under Contracts primarily for the furnishing of services to or for the City and that involve an expenditure in excess of $25,000 and a Contract term of at least three (3) months, lessees and licensees of City property, and certain recipients of City financial assistance, shall comply with the provisions of Los Angeles Administrative Code Section 10.37 et seq., Living Wage Ordinance (LWO) and 10.36 et seq., Service Contractor Worker Retention Ordinance (SCWRO). Respondents shall refer to Attachment E (Compliance Forms and Information), “Living Wage Ordinance and Service Contractor Worker Retention Ordinance” for further information regarding the requirements of the ordinances.

Respondents who believe that they meet the qualifications for one of the exemptions described in the LWO List of Statutory Exemptions shall apply for exemption from the Ordinance by submitting with their Proposal the Respondent/Contractor Application for Non-Coverage or Exemption (Form OCC/LW-10), the Non-Profit/One-Person Contractor Certification of Exemption (OCC/LW-13), or the Small Business Exemption Application (Form OCC/LW-26A). These exemption forms are available on the Bureau of Contract Administration website at http://bca.lacity.org/index.cfm. The list of Statutory Exemptions is included in the Attachment.

7.1.9 Prevailing Wage

Any Contract awarded pursuant to this RFP will require the Contractor to comply with the provisions of the Labor Code of the State of California, relating to Public Works wages. These provisions require the Contractor to pay not less than the “General Prevailing Wage Rates” to all workers employed in the execution of the Contract and to post a copy of the “General Prevailing Wage Rates” at the job site, in a conspicuous place available to all employees and applicants for employment.

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The “General Prevailing Wage Rates” shall be those rates as determined by the Director of the Department of Industrial Relations of the State of California. Copies of those rates are on file in the Office of Contract Compliance, Bureau of Contract Administration, telephone (213) 473-2168.

Information regarding prevailing wage rates may be obtained from the Office of Policy, Research and Legislation, Prevailing Wage Unit, P.O. Box 420603, San Francisco, CA 94142, Telephone (415) 972-8628, Fax (415) 972-8640.

The contractor shall submit Certified Payroll Records to the Office of Contract Compliance on a weekly basis using the City's On-Line Certified Payroll System (OCPS) throughout the project until completion of the project. In addition, the Contractor shall employ apprentices in the ratio to journeymen as required by Section 1777.5 of the California Labor Code.

7.1.10 California Senate Bill 854

Contractors are advised of the following changes made by California State Senate Bill 854 to the State of California Department of Industrial Relations:

• No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

• No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. DIR maintains an up-to-date listing of registered contractors.

7.1.11 Equal Benefits Ordinance (EBO) / First Source Hiring Ordinance (FSHO)

If a contract is subject to the Equal Benefits Ordinance (EBO) and/or the First Source Hiring Ordinance (FSHO), Respondents are required to complete a streamlined EBO/FSHO Compliance Affidavit web application form that is located on the City of Los Angeles’ Business Assistance Virtual Network (BAVN) at www.labavn.org. Respondents are responsible for creating a BAVN profile and completing and submitting the affidavit. See below for additional details about the EBO and the FSHO.

Equal Benefits Ordinance (EBO):

Respondents are advised that any Contract awarded pursuant to this RFP shall be subject to the applicable provisions of Los Angeles Administrative Code Section 10.8.2.1, Equal Benefits Ordinance (EBO).

All Respondents shall complete and submit the Equal Benefits Ordinance Compliance Affidavit available on the City of Los Angeles’ Business Assistance Virtual Network (BAVN) residing at

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www.labavn.org, prior to award of a City contract that exceeds $25,000. The affidavit shall be valid for a period of three years from the date it is first uploaded onto the City’s BAVN. Respondents do not need to submit supporting documentation with their Proposals. However, the City may request supporting documentation to verify that the benefits are provided equally as specified on the EBO Affidavit.

Respondents seeking additional information regarding the requirements of the Equal Benefits Ordinance may visit the Bureau of Contract Administration’s web site at http://bca.lacity.org.

First Source Hiring Ordinance (FSHO):

Unless approved for an exemption, the Contractor shall comply with the First Source Hiring Ordinance, LAAC Section 10.44 et seq., as amended from time to time. Any subcontract entered into by the Contractor for work to be performed under this Contract must include an identical provision. All Respondents shall complete and electronically sign the FSHO Compliance Affidavit available on the City of Los Angeles’ Business Assistance Virtual Network (BAVN) residing at www.labavn.org prior to award of a City contract. The affidavit shall be valid for a period of three years from the date it is first uploaded onto the City’s BAVN.

Respondents seeking additional information regarding the requirements of the First Source Hiring Ordinance may visit the Bureau of Contract Administration’s web site at http://bca.lacity.org.

7.1.12 Contractor Responsibility Ordinance

Respondents are advised that any Contract awarded pursuant to this RFP shall be subject to the provisions of Los Angeles Administrative Code Section 10.40 et seq., Contractor Responsibility Ordinance (CRO). Respondents shall refer to Attachment E (Compliance Forms and Information), “Contractor Responsibility Ordinance,” for further information regarding the requirements of the Ordinance.

All Respondents shall complete and return, with their Proposal, the Responsibility Questionnaire included in the Attachment. Failure to return the completed Questionnaire may result in a Respondent being deemed non-responsive.

The Contractor shall comply with the Contractor Responsibility Ordinance, LAAC Section 10.40 et seq., as amended from time to time.

7.1.13 Slavery Disclosure Ordinance

Unless otherwise exempt, in accordance with the provisions of the Slavery Disclosure Ordinance, any Contract awarded pursuant to this RFP will be subject to the Slavery Disclosure Ordinance, Section 10.41 of the Los Angeles Administrative Code.

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All Respondents shall complete and electronically sign, the Slavery Disclosure Ordinance Affidavit available on the City of Los Angeles’ Business Assistance Virtual Network (BAVN) residing at www.labavn.org prior to award of a City contract.

Respondents seeking additional information regarding the requirements of the Slavery Disclosure Ordinance may visit the Bureau of Contract Administration’s web site at http://bca.lacity.org.

7.1.14 Municipal Lobbying Ordinance

Any Respondents for a contract, as those terms are defined under the Contractor Responsibility Program provided for in Los Angeles Administrative Code Section 10.40.1, shall submit with its bid a certification, an a form prescribed by the City Ethics Commission, that the Respondent acknowledges and agrees to comply with the disclosure requirements and prohibitions established in the Los Angeles Municipal Lobbying Ordinance if the Respondent qualifies as a lobbying entity under the Ordinance. The exemptions contained in Los Angeles Administrative Code Section 10.40.4 shall not apply to this subsection. The Municipal Lobbying Ordinance and Respondent Certification CEC Form 50 can be found in Attachment E (Compliance Forms and Information).

7.1.15 Child Support Assignment Orders

The City has adopted an ordinance requiring that all Contractors and Subcontractors performing work for the City comply with all reporting requirements and wage and earning assignments relative to legally mandated child support.

As a result, every contract that is let, awarded, or entered into with or on behalf of the City shall contain the following provision:

The Contractor shall comply with the Child Support Assignment Orders Ordinance, Section 10.10 of the LAAC, as amended from time to time. Pursuant to Section 10.10(b) of the LAAC, the Contractor shall fully comply with all applicable State and Federal employment reporting requirements. Failure of the Contractor to comply with all applicable reporting requirements or to implement lawfully served Wage and Earnings Assignment or Notices of Assignment, or the failure of any principal owner(s) of the Contractor to comply with any Wage and Earnings Assignment or Notices of Assignment applicable to them personally, shall constitute a default by the Contractor under this Contract. Failure of the Contractor or principal owner to cure the default within 90 days of the notice of default will subject this Contract to termination for breach. Any subcontract entered into by the Contractor for work to be performed under this Contract must include an identical provision.

7.1.16 Americans with Disabilities Act

The Contractor shall comply with the Americans with Disabilities Act, 42 U.S.C. Section 12101 et seq., and its implementing regulations.

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7.1.17 Conflict of Interest

Names of entities associated with the Respondent who may have a conflict of interest with any activity of this Project should be included in the Proposal. Provide details and reasons. Respondents are subject to disqualification on the basis of conflict of interest as determined by the City.

7.1.18 Restrictions on Campaign Contributions and Fundraising in City Elections

Unless otherwise exempt, if the Contract is valued at $100,000 or more and requires approval by an elected the City office, the Contractor, the Contractor’s principals, and the Contractor’s Subcontractors expected to receive at least $100,000 for performance under the Contract, and the principals of those Subcontractors (the “Restricted Persons”) shall comply with Charter Section 470(c)(12) and LAMC Section 49.7.35. Failure to comply entitles the City to terminate this Contract and to pursue all available legal remedies. Charter Section 470(c)(12) and LAMC Section 49.7.35 limit the ability of the Restricted Persons to make campaign contributions to and engage in fundraising for certain elected City officials or candidates for elected City office for twelve months after this Contract is signed. Additionally, a Contractor subject to Charter Section 470(c)(12) is required to comply with disclosure requirements by submitting a completed and signed Ethics Commission Form 55 and to amend the information in that form as specified by law. Any Contractor subject to Charter Section 470(c)(12) shall include the following notice in any contract with any Subcontractor expected to receive at least $100,000 for performance under this Contract:

“Notice Regarding Restrictions on Campaign Contributions and Fundraising in City Elections

You are a subcontractor on City of Los Angeles Contract #______________. Pursuant to the City of Los Angeles Charter Section 470(c)(12) and related ordinances, you and your principals are prohibited from making campaign contributions to and fundraising for certain elected City of Los Angeles (the “City”) officials and candidates for elected City office for twelve months after the City contract is signed. You are required to provide the names and contact information of your principals to the Contractor and to amend that information within ten business days if it changes during the twelve month time period. Failure to comply may result in termination of this Contract and any other available legal remedies. Information about the restrictions may be found online at ethics.lacity.org or by calling the Los Angeles City Ethics Commission at (213) 978-1960.”

Respondents must submit CEC Form 55 to the awarding authority at the same time the response is submitted. The form requires Respondents to identify their principals, their subcontractors performing $100,000 or more in work on the Contract, and the principals of those subcontractors. Respondents must also notify their principals and subcontractors in writing of the restrictions and include the notice in contracts with subcontractors. Responses submitted without a completed CEC Form 55 shall be deemed nonresponsive. Respondents who fail to comply with City law may be subject to penalties, termination of contract, and debarment. Additional information regarding these restrictions and requirements may be obtained from the City Ethics Commission at (213) 978-1960 or ethics.lacity.org.

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The Respondent Certification CEC Form 55 can be found in RFP Attachment E (Compliance Forms and Information).

7.1.19 Contractor Performance Evaluation Ordinance

At the end of the Contract, the City will conduct an evaluation of the Contractor's performance. The City may also conduct evaluations of the Contractor's performance during the term of the Contract. As required by Section 10.39.2 of the Los Angeles Administrative Code, evaluations will be based on a number of criteria, including the quality of the work product or service performed, the timeliness of performance, financial issues, and the expertise of personnel that the Contractor assigns to the Contract. A Contractor who receives a “Marginal” or “Unsatisfactory” rating will be provided with a copy of the final City evaluation and allowed 14 calendar days to respond. The City will use the final City evaluation, and any response from the Contractor, to evaluate Proposals and to conduct reference checks when awarding other service contracts.

7.1.20 Iran Contracting Act of 2010

In accordance with California Public Contract Code Sections 2200-2208, all Respondents submitting Proposals for, entering into, or renewing contracts with the City of Los Angeles for goods and services estimated at $1,000,000 or more are required to complete, sign, and submit the Iran Contracting Act of 2010 Compliance Affidavit. Refer to Attachment E (Compliance Forms and Information).

7.1.21 Fair Chance Initiative for Hiring Ordinance

Any Contract awarded pursuant to this RFP will be subject to the Fair Chance Initiative for Hiring Ordinance (FCIHO), Section 10.48 of the Los Angeles Administrative Code. The Ordinance provides, among other things, that contractors/subcontractors with at least ten employees are: prohibited from seeking a job applicant’s criminal history information until after a job offer is made; must post FCIHO information in conspicuous places at worksites; and cannot withdraw a job offer based on an applicant’s criminal history unless a link has effectively been made between the applicant’s criminal history and the duties of the job position.

Respondents seeking additional information regarding the requirements of the Fair Chance Initiative for Hiring Ordinance may visit the Bureau of Contract Administration’s website at http://bca.lacity.org.

7.1.22 Assignment of Anti-Trust Claims

It is the policy of the City of Los Angeles to inform Respondents that by submitting a Proposal, Respondent may be subject to California Government Code Sections 4550 – 4554. By submitting a Proposal, Respondent offers and agrees that if its Proposal is accepted, it will assign to the City all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. 12 et seq.) or under the Cartwright Act (California Business and Professions Code Section 16720

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et seq.), arising from purchases of goods, services, or materials by Respondent. Such assignment is made and becomes effective at the time City tenders the final payment to Respondent.

7.1.23 Compliance with Labor Code Requirements

Respondent is advised that Contractor shall comply, and shall ensure that the Lead Contractor and the Lead Operator Entity and their respective Subcontractors comply, with Sections 1770, 1771, 1772, 1773, 1774, 1775 and 1776 of the State of California Labor Code.

Owner Authority

The City is a Charter City in the State of California created under California Government Code Section 3401. The procurement process for this Project is authorized under City law, including Section 371 of the Los Angeles Charter, Section 10.15 of the Los Angeles Administrative Code, and Ordinance No. 184988.

Ineligible Firms and Individuals

The following firms and individuals are serving in an advisory capacity to the City for this Project and are therefore not eligible to assist or participate with any Respondent that submits a Proposal for the Project: Carollo Engineers, Inc., MWH (now part of Stantec), CH2M, Nossaman LLP, Cordoba, and their subconsultants.

The Contractor, Lead Contractor, Lead Designer, Lead Operator and all proposed subcontractors that will perform public work (as defined in the Labor Code and implementation regulations) may not be ineligible to bid on or be awarded a public works contract, or to perform work as a subcontractor on a public works project, pursuant to California Labor Code Section 1777.1 and 1777.7

Confidential Information

Proposals submitted in response to this RFP may contain technical, financial, or other data, of which public disclosures could cause substantial injury to the Respondent's competitive position or constitute a trade secret. To protect such data from disclosure, the Respondent shall specifically identify the pages of the Proposal that contain confidential information by properly marking the applicable pages and inserting the following notice in the front of the Proposal:

NOTICE The data on the pages of this Proposal identified by an asterisk (*) or marked along the margin with a vertical line, contain information which are trade secrets and/or whose disclosure would cause substantial injury to the Respondent's competitive position. The Respondent requests that

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such data be used only for the evaluation of its Proposal, but understand that disclosure will be limited to the extent that the City determines is allowable under federal, state, and local law.

In Proposals containing proprietary information, proprietary paragraphs and/or other data shall be clearly marked as noted above. The Respondent must include one additional unbound copy of the Proposal with the confidential material totally blacked out or removed from the text so that one copy is available as public material. In accordance with Public Records Act (Cal. Gov. Code § 6250 et seq.), this information may upon request, be released to the public. Failure to include such a statement shall constitute a waiver of the Respondent's right to exemption from disclosure and authority for the City to provide a copy of the Proposal or any part thereof to the requestor. The City assumes no responsibility for disclosure or use of unmarked data for any purpose. In the event properly marked data are requested, the Respondent will be advised of the request and may expeditiously submit to the City a detailed statement indicating the reasons it has for believing that the information is exempt from disclosure under federal, state, and local law. This statement will be used by the City in making its determination as to whether or not disclosure is proper under federal, state, and local law. The City will exercise care in applying this confidentiality standard but will not be held liable for any damage or injury that may result from any disclosure that may occur. The Respondent agrees to assume and pay for all costs incurred by the City, including attorneys’ fees awarded by the court, if the Respondent requests the City to resist disclosure of material provided to the City by the Respondent, provided the City determines the said materials are exempt under federal, state, and local law.

Obligation to Keep Project Team Intact

Respondents are advised that all firms and Key Personnel identified in the Proposal shall remain on the Project Team for the duration of the procurement process and execution of the Project. The personnel assigned to these Key Personnel positions at the commencement of services under the proposed Contract shall serve in these positions as long as required. The Respondent shall not change personnel assigned to these positions without the prior written consent and approval of City, whose consent shall not be withheld unreasonably.

Proposal Cost and Ownership

Each Proposal prepared in response to this RFP shall be prepared at the sole cost and expense of the Respondent and with the expressed understanding that no claims against the City for reimbursement will be accepted. All Proposals will become the property of the City and will not be returned to the Respondent. The Respondent should not include confidential information or trade secrets without expressly stating and identifying the information or trade secrets to be considered confidential, since all accepted Proposals will become public information following the closure of the RFP selection process.

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However, if such information is necessary to assure a competitive Proposal, then the Respondent is to follow the guidelines for confidential information as discussed in Section 7.4.

Signature and Authority Page

The Proposal must be signed by an officer of the corporation, principal, partner, or other duly authorized person or persons with the authority to make the commitments required by this RFP. The signatures produced by the authorized persons representing the Respondent serve as a consignment, in good faith, to the RFP selection process, with no intent by the Respondent to withdraw the Proposal once it has been submitted to the City for evaluation or Contract award consideration. The signatures are to be provided in the transmittal letter. Evidence of signature authority must also be provided, and shall be included in RFP Appendix A (Forms and Affirmation of Compliance). If the Proposal is made by a partnership, a copy of the partnership agreement, the name and post office address of the partnership, a list of all partners, and the signature of all general partners must be provided. If made by a corporation or limited liability company, the Proposal must indicate the name and State, or country, under which the company is organized and the name, post office addresses, and federal tax identification number of the entity. A copy of the appropriate section of the organizational documents or a resolution of the governing body of the entity shall be furnished, showing the authority of the officer who has signed the Proposal to execute contracts on behalf of the entity. If the Proposal is made by a joint venture, a copy of the joint venture agreement, the name, post office address, and organizational status of each of the joint ventures must be provided. Where a joint venture is composed of one or more partnerships, corporations, limited liability companies, or other entities, the information specified in this paragraph must be provided for each entity. Each Proposal form submitted by a joint venture must be signed by all parties to the joint venture agreement.

RFP Protest Procedures

7.8.1 General

This section sets forth the exclusive protest remedies available with respect to this RFP. Each Respondent, by submitting its Proposal, expressly recognizes the limitation on its rights to protest contained in this RFP, and expressly waives all other rights and remedies. Each Respondent agrees that the decision on any protest, as provided in this RFP, will be final and conclusive. These provisions are included in this RFP expressly in consideration for such waiver and agreement by the Respondents.

7.8.2 Protests Regarding RFP Documents

Respondents may protest the terms of this RFP on the grounds that (a) a material provision in this RFP is ambiguous, (b) any aspect of the procurement process described in this RFP is contrary to legal requirements applicable to this procurement, or (c) this RFP in whole or in part exceeds the City’s

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authority. Protests regarding this RFP shall be filed only after the Respondent has informally discussed the nature and basis of the protest with the LASAN in an effort to remove the grounds for protest.

Protests regarding the RFP documents shall completely and succinctly state the grounds for protest and shall include all factual and legal documentation in sufficient detail to establish the merits of the protest. Evidentiary statements, if any, shall be submitted under penalty of perjury.

Protests shall be filed as soon as the basis for protest is known to the Respondent, but in no event later than seven calendar days before applicable the Proposal Submittal Due Date. The protester shall have the burden of proving its protest by clear and convincing evidence.

No hearing will be held on the protest, but it shall be decided, on the basis of the written submissions, by LASAN’s General Manager or designee, whose decision shall be final and conclusive and not subject to legal challenge unless wholly arbitrary. LASAN’s General Manager or designee will issue a written decision regarding any protest to each Respondent. If necessary to address the issues raised in a protest, the City may make appropriate revisions to the RFP by issuing addenda.

Notwithstanding the existence of a protest, the City may continue the procurement process or any portion thereof.

The failure of a Respondent to file a basis for a protest regarding the RFP documents within the applicable period shall preclude consideration of that ground in any protest of a selection or qualification unless such ground was not and could not have been known to the Respondent in time to protest prior to the final date for such protests. The City may extend the Proposal Submittal Due Date, if necessary, to address any such protest issues. If the protest is granted, the City shall not be liable for payment of the protester’s costs or attorneys’ fees. The City shall not be liable for any damages to the Respondent filing the protest or to any participant in the protest, on any basis, express or implied.

All protests relative to RFP documents must be addressed to the City Contact in accordance with Section 4.1.

7.8.3 Protest Regarding Respondent Award Decision

These procedures provide a method for resolving any protests regarding the decision to award under this RFP. Failure by a Respondent to follow the protest procedures as discussed below will create the presumption that any subsequent legal action in a court of competent jurisdiction is of no merit for failure to exhaust mandatory administrative procedures. These procedures will enable the Board of Public Works to ascertain all of the facts necessary to make an informed decision regarding the award of a Respondent under this RFP.

a. A protest relative to award must be submitted in detail and in writing and be postmarked within 14 calendar days after the receipt of notice from LASAN staff that the Respondent is

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not to receive an award. The day following the date of the rejection letter shall be considered as day one.

b. All protests relative to award must be addressed to: Mr. Fernando Campos, Executive Officer, Board of Public Works, 200 N. Spring St., Room 355, Los Angeles, CA 90012.

c. Protests meeting the above criteria will be analyzed and reported upon in a written report to the Board of Public Works. Protesting parties will be notified of the time and date that the written report will be discussed in a public session of the Board of Public Works. Protesting parties will be given the opportunity to present their arguments at the public session.

On the basis of the written submission and oral arguments made at the public session, the Board of Public Works will make a determination on the validity of the protest. The Executive Officer of the Board of Public Works will issue a written decision regarding any protest to each Respondent. The decision of the Board of Public Works shall be final and conclusive and not subject to legal challenge unless wholly arbitrary.

Standard Contract Provisions

The selected Contractor shall be subject to the City's Standard Provisions for City Contracts (rev. 10/17) or any successor provisions in existence at the time of execution of a Contract or any subsequent amendment(s) thereto.

Business Arrangements

The City may execute a Contract with the selected Respondent that will perform the Work specified in this RFP. Set forth in this section are the major terms of the business arrangement that the City seeks with the selected Respondent, as further defined by the proposal items contained in the Respondent's proposal.

7.10.1 Term of Proposed Contract

The proposed Contract term will include the design, construction, commissioning and testing required to achieve Final Acceptance, together with the performance of certain operation and maintenance services for three years following such date (subject to any earlier termination). The Contract, together with any amendment of the Contract at the conclusion of the Engineering Phase, is subject to final approval of the Board and Mayor.

Unless otherwise provided, this Contract shall take effect when all of the following events have occurred:

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A. This Contract has been signed on behalf of the Contractor by the person or persons authorized to bind the Contractor;

B. This Contract has been approved by the City Council or by the board, officer or employee authorized to give such approval;

C. The Office of the City Attorney has indicated in writing its approval of this Contract as to form; and

D. This Contract has been signed on behalf of the City by the person designated by the City Council, or by the board, officer or employee authorized to enter into this Contract.

7.10.2 Performance Guarantees

The selected Respondent warrants that the work hereunder shall be completed in a manner consistent with professional standards practiced among those firms within selected Respondent’s profession, doing the same or similar work under the same or similar circumstances. The selected Respondent shall perform such professional services as may be necessary to accomplish the Work required to be performed under the Contract in accordance with the Contract. The selected Respondent shall be responsible for the professional quality, technical accuracy, timely completion, and the coordination of all services furnished by the selected Respondent under the Contract. The selected Respondent shall, at no additional cost to the City, correct or revise any errors, omissions, or other deficiencies in its design, drawings, specifications, report, calculations and other services.

7.10.3 Liability of Selected Respondent

Except as otherwise provided in the proposed Contract, the selected Respondent shall be and remain liable, in accordance with applicable law, for all damages to the City caused by the selected Respondent’s negligent performance of any of the services furnished under the Contract.

7.10.4 Contractor Personnel

Unless otherwise provided or approved by the City and subject to the requirements in Article 4.16 of the General Conditions with respect to self-Performed work and Subcontractor Work, the selected Respondent shall use its own employees to perform the services described in the proposed Contract. The City shall have the right to review and approve any personnel who are assigned to work under the Contract. The selected Respondent agrees to remove personnel from performing work under the Contract if requested to do so by the City within thirty (30) business days of the written request by the City.

The selected Respondent shall only use Subcontractors to assist in performance of the Contract as set out in Article 4.16 of the General Conditions. Where the Contractor is permitted to use Subcontractors, the selected Respondent shall remain responsible for performing all aspects of the Contract and paying all

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Subcontractors. The City has the right to approve the Contractor’s Subcontractors, and the City reserves the right to request replacement of any Subcontractor. The City does not have any obligation to pay the Contractor’s Subcontractors, and nothing herein creates any privity of contract between the City and the Subcontractors. The use of Subcontractors shall be subject to approval of the City, pursuant to the provisions of Article 4.16 of the General Conditions.

7.10.5 Subcontractors

All Subcontracts shall require submission to the Department of Public Works, Bureau of Contract Administration for approval. A copy of all subcontracts shall be submitted to the Bureau of Contract Administration showing the Subcontractor’s name and dollar amount of each subcontract. Wholly owned subsidiaries of the selected Respondent shall not be considered Subcontractors. The selected Respondent shall not change any of these designated Subcontractors, or reduce their level of effort, without prior written approval of the Board and such approval will not be unreasonably withheld under applicable circumstances as enumerated in the Administrative Code. .

7.10.6 Limitation of City’s Obligation to Make Payment to Contractor

Notwithstanding any other provision of the Contract, including any exhibits or attachments incorporated therein, and in order for the City to comply with its governing legal requirements, the City shall have no obligation to make any payments to the Contractor unless the City shall have first made an appropriation of funds equal to or in excess of its obligation to make any payments as provided in this Contract. The Contractor agrees that any services provided by the Contractor, purchases made by the Contractor or expenses incurred by the Contractor in excess of the appropriation(s) shall be free and without charge to the City and the City shall have no obligation to pay for the services, purchases or expenses. The Contractor shall have no obligation to provide any services, provide any equipment or incur any expenses in excess of the appropriated amount(s) until the City appropriates additional funds for this Contract.

7.10.7 Compensation

The selected Respondent shall be compensated for all services performed under the Contract in accordance with Section 9 of the General Conditions.

7.10.8 Invoice Procedures

The selected Respondent shall prepare an invoice on a monthly basis for work that has been completed to the City’s satisfaction in accordance with the General Conditions. The selected Respondent is responsible for the preparation of a complete and accurate invoice. Invoices and associated documentation shall be prepared at the sole expense and responsibility of the selected Respondent. The City will not compensate the selected Respondent for any costs incurred for invoice preparation.

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7.10.8.1InvoiceSubmittalThe Contractor shall submit all invoices to the location required by the City.

7.10.8.2InvoiceSubmittalDeadlineThe City shall not be responsible for payment of invoices or supplemental invoices submitted to the City more than one year after the date of expiration of the Contract.

7.10.8.3InvoiceApprovalandProcessingPayments shall be made upon the submission of a complete and accurate invoice and supporting documentation. The City shall review the Contractor's invoice in accordance with the City’s review procedures. Once approved by the City Project Manager, the City will make a good faith effort to process payments in a timely manner. To expedite the approval process, Contractors are encouraged to submit draft invoices for review, prior to submitting a final invoice.

7.10.8.4DiscountThe City will consider a shorter payment schedule should the selected Respondent offer a discount for more immediate payment. However, such discount shall not be considered in the preparation or evaluation of the rate schedules included in the Proposal.

7.10.8.5BestTermsThroughout the term of the Contract, the Respondent shall offer the City the best terms, prices, and discounts that are offered to any of its customers for similar goods and services provided under this Contract.

7.10.8.6LateChargesThe City does not pay late penalties or interest on outstanding invoices subject to applicable law. The City is not responsible for the payment of any interest, late charges or penalties incurred by the Respondent from any subcontractor or supplier for any time provided under the Contract.

7.10.8.7DisputesIn the event that a dispute arises over an invoice, the City shall pay any undisputed portion of the amount due within the time period required for such payment, and any required payment of the disputed amount in accordance with existing City practices.

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7.10.8.8FalseClaimsActSelected Respondent acknowledges that it is aware of liabilities resulting from submitting a false claim for payment by the City under the False Claims Act (Cal. Gov. Code §§ 12650 et seq.), including treble damages, costs of legal actions to recover payments, and civil penalties of up to $10,000 per false claim.

7.10.9 Maintenance of Records

Contractor shall maintain all records, including records of financial transactions, pertaining to the performance of the Contract, in their original form or as otherwise approved by the City. These records shall be retained for a period of no less than three (3) years from the later of the following: (1) final payment made by the City, (2) the expiration of this Contract or (3) termination of this Contract. The records will be subject to examination and audit by authorized City personnel or City’s representatives at any time. The Contractor shall provide any reports requested by the City regarding performance of this Contract. Any subcontract entered into by the Contractor for work to be performed under this Contract must include an identical provision.

In lieu of retaining the records for the term as prescribed in this provision, the Contractor may, upon the City’s written approval, submit the required information to the City in an electronic format, e.g. USB flash drive, at the expiration or termination of this Contract.

7.10.10 Changes or Modifications

Changes or modifications in the terms of the subsequent Contract may be made at any time by mutual written agreement in accordance Article 10 of the General Conditions. The City Project Manager's authority to amend the Contract will be limited to modifications which do not change the total compensation for services by more than [$TBD], provided that the changes are reflected in an Amendment approved by the Board of Public Works and Mayor, as appropriate.

7.10.11 Termination

7.10.11.1TerminationofContractbyCity(ContractoratFault)The Contract may be terminated in whole or in part by the City in the event of default of the Contractor in accordance with Articles 10.9-10.11 of the Agreement.

7.10.11.2TerminationofContractbyCity(ContractorNotatFault)The Contract may be terminated in whole or in part in writing by the City for its convenience in accordance with Article 10.8 of the Agreement.

7.10.11.3The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract.

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7.10.12 Indemnification

To the fullest extent permitted by Laws and Regulations, the Contractor undertakes and agrees to defend, indemnify and hold harmless the City, and its officers, directors, Board members, partners, employees, agents, consultants, subconsultants, assigns and successors, through legal counsel acceptable to the City, from and against all lawsuits and causes of action, claims, losses, demands and expenses, including attorney's fees (both in house and outside counsel) and cost of litigation (including all actual litigation costs incurred by the City including costs of experts and consultants), damage or liability of any nature whatsoever, for death or injury to any person, including the Contractor’s employees and agents, or damage or destruction of any property of either party hereto or of third parties, arising out of or related to the performance or nonperformance by any Contractor-Related Entity, of any portion of the Work, including Contractor’s negligent acts, errors, omissions, breach of contract, breach of warranty (express or implied), or willful misconduct. The indemnity obligations in Section 7.10.13 shall not extend to suits and causes of action, claims, losses, demands and expenses, damage or liability (a) to the extent arising from the active negligence or willful misconduct of the City, or (b) arising from the sole negligence or willful misconduct of the party to be indemnified. Furthermore, with respect to Work performed by a design professional as defined in California Civil Code section 2782.8, such indemnities shall apply only to the extent permitted by said Section 2782.8. With respect to the Contractor’s obligations to defend, indemnify and hold harmless the City’s consultants and subconsultants under the Contract Documents, such Persons may directly notify and otherwise interact with Contractor regarding matters for which indemnity is sought, and the City shall have no obligation to participate in the indemnity request or defense based on said indemnity. Each party shall each provide timely written notification to the other party of the receipt of any third-party claim relating to, arising out of, or connected with work performed by or on behalf of the Contractor under this Contract. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. This provision will survive expiration or termination of this Contract.

7.10.13 Claims for Labor and Materials

The Contractor shall promptly pay when due all amounts owed for labor and materials furnished in the performance of the Contract, so as to prevent any lien or other claim under any provision of law from arising against any City property (including reports, documents, and other tangible or intangible matter

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produced by the Contractor hereunder), , and shall pay all amounts due under the Unemployment Insurance Act or any other applicable law with respect to such labor used to perform under the Contract.

7.10.14 Independent Contractor

The Respondent is acting as an independent contractor and not as an agent or employee of the City. The Respondent shall not represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent or employee of the City.

7.10.15 Ownership and License

All Work Product originated or prepared by the Contractor or its subcontractor under the Contract shall be and remain the City’s sole property without restriction or limitation on their use by the City.

The Contractor hereby assigns, and agrees to assign, all goodwill, copyright, trademark, patent, trade secret and all other intellectual property rights worldwide in any Work Products originated and prepared by the Contractor under the Contract. The Contractor further agrees to execute any documents necessary for the City to perfect, memorialize, or record the City’s ownership of rights provided herein .

The Contractor agrees not to use, or allow others to use, such Intellectual Property in which the Contractor has rights for any purpose other than development, operations and maintenance of the Project or the HAWPF, unless the City consents in writing to a proposed use. The City shall have sole discretion to approve or disapprove a proposed use of such Intellectual Property, either before or after Final Acceptance, and may condition consent on the right to receive a share of profits from the planned use.

All contracts with Subcontractors relating to the Contract, to the extent allowed hereunder, shall include a like provision for work to be performed under the Contract to contractually bind or otherwise oblige its subcontractors performing work under the Contract such that the City’s ownership and license rights of all Work Products are preserved and protected as intended herein. Failure of the Contractor to comply with this requirement or to obtain the compliance of its Subcontractors with such obligations shall subject Contractor to the imposition of any and all sanctions allowed by law, including termination of the Contractor’s contract with the City.

For all Work Products delivered to the City that are not originated or prepared by Contractor or its Subcontractors under the Contract, City shall secure a grant, at no cost to the City, for a non-exclusive perpetual license to use such Work Products for any City purposes.

The Contractor shall not provide or disclose any Work Product to any third party without prior written consent of the City.

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7.10.16 Successors and Assigns

All of the terms, conditions, and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns provided, however, that no assignment of the Contract shall be made without written consent of the parties to the Contract which consent shall not be unreasonably withheld.

7.10.17 Severability

Should any portion of the proposed Contract be determined to be void or unenforceable, such shall be severed from the whole and the proposed Contract will continue as modified.

7.10.18 Disputes

Should a dispute or controversy arise concerning provisions of the proposed Contract or the performance of work hereunder, the parties may elect to submit such to a court of competent jurisdiction.

7.10.19 Applicable Law, Interpretation, and Enforcement

Each party’s performance under the Contract shall comply with all applicable laws of the United States of America, the State of California, and the City of Los Angeles, including laws regarding health and safety, labor and employment, wages and hours and licensing laws which affect employees. The Contract shall be enforced and interpreted under the laws of the State of California without regard to conflict of law principles.

In any action arising out of the Contract, the Contractor consents to personal jurisdiction, and agrees to bring all such actions, exclusively in state or federal courts located in Los Angeles County, California.

If any part, term or provision of the Contract is held void, illegal, unenforceable, or in conflict with any law of a federal, state, or local government, the validity of the remaining parts, terms or provisions of the Contract shall not be affected.

7.10.20 Breach

If any party fails to perform, in whole or in part, any promise, covenant, or agreement set forth herein, or should any representation made by it be untrue, any aggrieved party may avail itself of all rights and remedies, at law or equity, in the courts of law. Said rights and remedies are cumulative of those provided for herein except that in no event shall any party recover more than once, suffer a penalty or forfeiture, or be unjustly compensated.

7.10.21 Rights Reserved by the City

The City reserves the right, at its discretion, to pursue any or all of the following actions in regard to this RFP:

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1. Select and enter into Contract with the Respondent who, in the City’s sole judgment, is responsive to the RFP and whose proposal will satisfy the interests of the City, and not necessarily on the basis of price alone or any other single factor.

2. Award a contract to more than one Respondent. 3. Request additional information and/or clarification from the Respondents. 4. Reject any or all Proposals, permit the timely correction of errors, or waive minor deviations. 5. Supplement, amend, or otherwise modify this RFP, and to withdraw this RFP, with or without

the substitution of another RFP. 6. Extend the time for submittal of this RFP. 7. Short-list any or all Proposals and schedule oral presentations by the Respondents. 8. Modify the length of the Contract term and associated renewal options. 9. Conduct all investigations and background checks as deemed necessary. 10. Negotiate best and final offers with Respondents. 11. Take whatever other action it deems in its best interest.

The City may still consider Proposals that contain provisions that deviate slightly from the requirements in this RFP, in the event the deviation(s) are not considered material. However, in the event that Respondent is awarded the Contract, the Respondent shall be in full compliance with the objectives described herein. This RFP does not obligate the City or any of its member agencies to accept any Proposal, negotiate with any Respondent, award a contract, or proceed with the development of any project proposed in response to this RFP.

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Attachment A

Definition of Terms

Unless the context requires otherwise, wherever the following capitalized terms or abbreviations are used in this ITP, they have the meanings given below. For the meanings of other capitalized terms or abbreviations not listed below (i.e., capitalized terms used in this ITP and in other documents that makeup the RFP), see Article 1 to the General Conditions:

City – The City of Los Angeles, Board of Public Works or its subordinate Bureaus. Depending on the context in which it is used, the term City may also refer to the geographic area known as the City of Los Angeles, the City Council, other Departments of the City of Los Angeles, or any person employed by the City of Los Angeles who is authorized to represent the City of Los Angeles in manners concerning this document.

City Contact - Mr. Nasir Emami, Project Manager, LASAN.

City Ordinance – The Ordinance No. 184988 of the City dated June 6, 2017 with respect to the Project.

Contractor – The entity that will serve as the Project developer and enter into a contractual relationship with the City, and that will be the single point of accountability to the City for delivery of the services and the Project. The entity is required to hold a California Class A (General) License.

Contractor’s Fee Percentage – Has the meaning given in the Contract.

Deadline for Receipt of Written Questions - Has the meaning given in Section 4.1.

GMP - Guaranteed Maximum Price.

ITP – Instructions to Proposers.

Key Personnel – The individuals, employed by Respondent or other firm included on the Project Team, who would fill the following positions: Project Manager, Design Manager, Project (Process) Engineer, Construction Manager, Construction Superintendent, and Operator-in-Charge.

Lead Contractor – The member entity of the Project Team that is licensed as a California general contractor and that has primary responsibility for construction services for the Project. The Lead Contractor is required to hold a California Class A (General) License.

Lead Designer – The member entity of the Project Team that employs professional engineers licensed in California and that has primary responsibility for design services for the Project.

Lead Operator Entity - The member entity of the Project Team that employs wastewater treatment operators licensed in California and that has primary responsibility for

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Performance Validation Phase services for the Project. The Lead Operator Entity's Operator-in-Charge will be required to possess a Grade 5 wastewater operations license. The Lead

Operator Entity may not be exclusive to the Respondent's Project Team.

NTP1 – Notice to Proceed 1.

NTP2 - Notice to Proceed 2.

Preliminary Basis of Design Report - Has the meaning given in Section 1.6.

Project – HWRP AWPF Project.

Project Team – The Contractor; the Lead Contractor, the Lead Designer, and the Lead Operator Entity; and Key Personnel.

Proposal Submittal Due Date – Has the meaning given in Section 5.1 of this ITP.

Respondent – The entity responding to this solicitation by submitting the Proposal; and that, if selected by the City, will enter into the Contract with the City for the Work.

Responsiveness Requirements – The requirements set forth in Section 6.2 of this ITP that, at a minimum, must be satisfied (or waived by the City) in order for the Proposal to be evaluated and ranked according to the comparative evaluation criteria.

Shortlisted Respondents – Those entities who submitted a Statement of Qualifications in response to the RFQ and are invited to submit Proposals in response to a City RFP. The RFP is the second step in the City’s two-step procurement process employed to procure a Contractor for the Project. Also referred to as a Respondent.

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Attachment B

HAWPF Conceptual Design Report

UNDER SEPARATE ATTACHMENT TO RFP

55



Attachment C

Draft Contract


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Attachment D

Cost Proposal Requirements

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The Respondent must complete RFP Attachment D (Cost Proposal Requirements) – with all required cost information in accordance with Section 5.3.

The scope and anticipated schedule of the Contractor's services for which pricing is required is defined in RFP Attachment B (HAWPF Conceptual Design Report), RFP Attachment C (Draft Contract), and RFP Attachment F (Site Preparation Work Documents). Respondents must submit Cost Proposal information for:

1. GMP (Engineering); 2. GMP (Site Preparation); 3. Construction Phase General Conditions Percentage; 4. Construction Phase Percentage; and 5. Performance Validation Phase Labor Cost and Fee Percentage.

The completion and submittal of the forms in RFP Attachment D forms (D.1, D.2, D.3, D.4 and D.5), as described in this RFP, shall satisfy the Cost Proposal requirements as described in the RFP. The cost information provided in the following Cost Proposal summary tables may be supported with additional information provided by the Respondent to document Project assumptions.

For the scoring of the Cost Proposals, the City will consider the Cost Proposal information for the GMP (Engineering), GMP (Site Preparation), Construction Phase General Conditions Percentage, Construction Phase Percentage, and Performance Validation Phase Labor Cost and Fee Percentage. Considerations of the Construction Phase General Conditions Percentage, Construction Phase Percentage, and Performance Validation Phase Labor Cost and Fee Percentage submitted by the Respondents will be used to determine the competitive range of percentages for the Project.

Please be advised that the City is not interested in proposed fees, rates, or percentages that provide excessive discounts from the Contractor’s anticipated actual costs for the requested services. If City determines (at its sole discretion) that the fees, rates, or percentages included in a Proposal are unacceptably below industry norms or that a Respondent’s fees, rates, or percentages are substantially or unacceptably below other Proposals, the City may (at its sole discretion) either declare that Proposal to be non-responsive or seek additional detailed information from that Respondent concerning the cost basis for its fee and rate proposal, prior to rendering a decision on the Proposal’s responsiveness.

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Form D.1 GMP (Engineering)

The Respondent shall complete the following summary table for the GMP (Engineering) as described in Attachment C (Draft Contract, Scope of Services [Engineering Phase]) of the RFP. The RFP includes milestone durations and budgetary information, which forms the basis for completing the following summary table.

DESIGN-BUILD SERVICES

HWRP AWPF PHASE 1 PROJECT

GMP (ENGINEERING): SUMMARY TABLE (4)

Engineering Phase Total Hours (including

subconsultants)

Total Labor Costs ($)

Reimbursable Costs ($)

Total Costs ($)

1.1 Design Initiation

1.2 Project Coordination and Management (1)

3.1 Project Requirements and Existing Documentation Review

3.2 Site Investigations

3.3 Basis of Design Report

3.4 Building Information Modeling (BIM)

4.1 Technical Exhibit Documents (2)

4.2 Governmental Approval Assistance

4.3 Cost Estimates (3)

4.4 Plant-Wide DCS Integration Design and Coordination (Allowance) (8)

$250,000

6.1 Operations and Maintenance Plan

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GMP (Engineering)

ADDITIONAL SERVICES

5.1 Final Design

5.2. Shop Drawings Preparation for Long-Lead Equipment (6)

5.3. Shop Drawings Preparation, Procurement and Purchase of Long-Lead Equipment (6)

Respondent's Proposed List of Long-Lead Equipment for Early Procurement (7)

(1) Respondent shall provide supporting rationale for its proposed project coordination and management cost proposal, including a staffing matrix, anticipated hours per project role, billing rates, and reimbursable costs. Respondent shall include a list of Project personnel (with names and titles) with their corresponding fully burdened rates, and a list of anticipated Project reimbursable expenses with associated units costs, which will become an attachment to the Contract and used for payment of Contractor for Non-Construction Work during the Engineering Phase.

(2) Respondent should assume that as part of 4.1 above, the technical exhibit documents (plans and specifications) will be developed to a point of 70% of the final design with interim milestones of a 30% design submittal. Respondent shall include a drawing list for the drawings that will be completed at the 30%, 70% and 100% completion levels, which will be included within Exhibit 2-2 of the Contract.

(3) Respondent should assume preparation and development of cost estimates to support the Engineering Phase with an acceptance of a GMP (Construction) and GMP (Performance validation) at 70% of the final design.

(4) The RFP includes schedule and budgetary assumptions as the basis for providing the cost element information in this table.

(5) Additional Services will only be completed by the Contractor upon direction by the City. Costs provided for Additional Services are NOT part of the evaluation of Cost Proposal.

(6) Scope and fee to be negotiated for Item 5.2 and Item 5.3 if the City authorizes shop drawing preparation and/or procurement/purchase of long-lead equipment. Hours and costs provided by Respondent for long-lead equipment shop drawings and/or procurement/purchase are NOT part of the evaluation of Cost Proposal.

(7) Respondent shall provide list of proposed long-lead equipment in which shop drawing preparation and/or procurement would benefit the Project schedule. The hours and costs provided by Respondent for Tasks 5.2 and 5.3 shall correspond with proposed equipment listed by Respondent.

(8) Plant-Wide DCS Integration Design and Coordination (Allowance) costs consists of an allowance to be utilized by Contractor in accordance with Section 4.4 of the Scope of Work (Engineering Phase).

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Form D.2 Construction Phase General Conditions Percentage

The Respondent shall complete the following summary table for developing an estimation of the Construction Phase General Conditions Percentage. For the purposes of the RFP, the Construction Phase General Conditions Percentage is the proportion, on a cost basis, of the Cost of the Work (Construction Phase) attributable to General Conditions cost elements. General Conditions cost elements are identified and described in RFP Attachment C (Draft Contract, Cost Model Guidelines) of this RFP. The Respondent may provide additional justification and assumptions used to form the basis for the estimated Construction Phase General Conditions Percentage as provided in the table below. The RFP includes schedule and budgetary information, which forms the basis for completing the following table. Respondent shall provide percentage with two decimal places (i.e., 0.00%).

The Construction Phase General Conditions Percentage will be used by the City to assess the reasonableness and competitiveness of the Respondent's cost information and for negotiating the GMP (Construction).



CONSTRUCTION PHASE GENERAL CONDITIONS PERCENTAGE: SUMMARY TABLE (2)

Construction Phase General Conditions Percentage Estimated Percentage of Cost

of Work (Construction

Phase)

Construction Phase General Conditions Percentage (1)(2) __.__%

(1) Respondent may provide supporting rationale for its proposed percentage, which may include a staffing matrix, list of anticipated general conditions cost elements, and estimated unit costs.

(2) Estimated General Conditions costs shall be based on the Construction Phase project duration as provided in the RFP and Attachment C (Draft Contract, Cost Model Guidelines).

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Form D.2 Construction Phase Percentage

The Respondent shall complete the following summary table for the Construction Phase Percentage. The Construction Phase Percentage shall be the percentage that is assigned to the Cost of the Work for Construction Work performed prior to Partial Final Acceptance as described in the Contract. The RFP includes scope, milestone durations, and budgetary information, which forms the basis for completing the following summary table. Respondent shall provide percentage with two decimal places (i.e., 0.00%).

The Construction Phase Percentage will be used by the City to assess the reasonableness and competitiveness of the successful Respondent’s cost information and will be used as the Construction Phase Percentage in the Contract.



CONSTRUCTION PHASE PERCENTAGE: SUMMARY TABLE

Construction Phase Percentage Percentage

Construction Phase Percentage - Self-Performed Construction Work (1) __.__%

Construction Phase Percentage - Non-Self-Performed Construction Work (2) __.__%

(1) This percentage shall be applied to the Cost of the Work for Construction Work self-performed by Contractor, and in accordance with the Contract.

(2) This percentage shall be applied to the Cost of the Work for Construction Work not self-performed by Contractor (i.e. performed by Subcontractors), and in accordance with the Contract. This is otherwise considered the Contractor's management fee.

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Form D.3 Performance Validation Phase Percentage

The Respondent shall complete the following summary table for the Contractor’s anticipated personnel hours and average unburdened labor rate for the first year of Performance Validation Phase services. The Performance Validation Phase is assumed to start immediately following the Construction Phase with the award of Partial Final Acceptance.

The Respondent shall complete the following summary table for the Performance Validation Phase Percentage. The Performance Validation Phase Percentage shall be the percentage that is assigned to the Cost of the Work during the Performance Validation Phase as described in the Contract.

The Performance Validation Phase Percentage should be inclusive of Contractor’s risk, corporate overhead, labor burden for all Performance Validation Phase staff (including payroll taxes, retirement plan costs, health insurance, dental insurance, and other benefits), and profit. The Performance Validation Phase Percentage should not include materials, consumables, and other direct expenses required for Project operations. Respondent shall provide percentage with two decimal places (i.e., 0.00%).

The Performance Validation Phase Percentage will be used by the City to assess the reasonableness and competitiveness of the successful Respondent’s cost information and will be used as the Performance Validation Phase Percentage in the Contract.

PERFORMANCE VALIDATION PHASE SERVICES


PERFORMANCE VALIDATION PHASE LABOR COST AND PERCENTAGE:

SUMMARY TABLE

Performance Validation Phase (1)(2) Total Hours for First Year

Average Unburdened Labor Rate

($/hour)

Total Unburdened Labor Cost

($)

Contractor

Lead Operator Entity

Other Subconsultants and Subcontractors

Performance Validation Phase Services, Total

Percentage

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Performance Validation Phase Percentage(3) __.__%

(1) For the purpose of the summary table, the Performance Validation Phase duration is assumed 1-year following the Construction Phase.

(2) Respondent may provide additional supporting rationale including a staffing matrix, anticipated hours per project role, and unburdened billing rates by role.

(3) This percentage shall be applied to the Cost of the Work during the Performance Validation Phase in accordance with the Contract.

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Form D.5 GMP (Site Preparation)

The Respondent shall complete the following summary table for the GMP (Site Preparation).



GMP (SITE PREPARATION)

Cost Element Self-Performed Costs ($) Subcontracted Costs ($)

COST OF THE WORK

Mobilization $ $

Site Investigations (Site Preparation Work)

$ $

Clearing and Grubbing $ $

Building Demolition $ $

Site Demolition $ $

Lead Based Paint Removal $ $

Dewatering $ $

Sheeting, Shoring and Bracing Systems

$ $

Earthwork $ $

General Conditions Costs $ $

SUBTOTAL COST OF THE WORK

Construction Phase Fee - Self-Performed Construction Work (1)

$ --

Construction Phase Fee - Non-Self-Performed Construction Work (1)

-- $

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SUBTOTAL COST OF THE WORK AND CONSTRUCTION PHASE FEE(2)

$

CONTINGENCY $

BONDS AND INSURANCE $

OWNER’S ALLOWANCE (4) $500,000

TOTAL GMP SITE PREPARATION) (3)

$

(1) Apply applicable percentage from Cost Proposal Form D-3 to Subtotal Cost of the Work for Construction Work depending on whether Self=Performed or Non-Self Performed

(2) Subtotal Cost of the Work and Construction Phase Fee equals Subtotal Cost of the Work plus Construction Phase Fee (Self-Performed Work) plus Construction Phase Fee (Non-Self-Performed Work).

(3) Total GMP (Site Preparation) equals Subtotal Cost of the Work and Construction Fee plus Contingency plus Bonds and Insurance plus Owner’s Allowance.

(4) Owner’s Allowance shall be included in GMP (Site Preparation) and shall be for the sole purpose of City’s use for the Contractor’s completion of the Site Preparation Work.

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Form D.6 Authorized Signature

By signature hereon, the Respondent’s authorized agent (“Agent”) certifies that all necessary corporate acts have been taken to authorize the Agent to sign this document and that all information provided in D.1, D.2, D.3, D.4, and D.5 are an accurate representation of the information the Respondent is providing.

Contractor's Name ________________________________________

Signed by Agent ________________________________________

Printed Name ________________________________________

Title ________________________________________

Date ________________________________________

END OF COST PROPOSAL FORMS

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Attachment E

Compliance Forms and Information

Attachment 1: Contractor Responsibility Ordinance and CRO Responsibility Questionnaire Attachment 2: Business Tax Application and Tax Information Booklet Attachment 3: Instructions and Information on Complying with City Insurance Requirements Attachment 4: Living Wage Ordinance and Service Contractor Worker

Retention Ordinance Attachment 5: LWO Exemption Application Attachment 6: LWO Small Business Exemption Application Attachment 7: Los Angeles Residence Information Form Attachment 8: Non-Collusion Affidavit Attachment 9: Municipal Lobbying Ordinance Attachment 10: Bidder Certification CEC Form 50 Attachment 11: City of Los Angeles Contract History Form Attachment 12: Campaign Finance Ordinance Attachment 13: Prohibited Contributors (Bidders) Form 55 Attachment 14: Form 55 Instructions Attachment 15: Iran Contracting Act of 2010 Compliance Affidavit Attachment 16: Labor Compliance Manual Attachment 17: Enhanced Electrical Safety Policy and Implementation Plan Attachment 18: Construction and Demolition Waste Recycling Ordinance Compliance Packet Attachment 19: Signature Sheet and Affidavit Attachment 20: Important Notice Section Attachment 21: Project Labor Agreement Attachment 22: LSBE Program Requirements Attachment 23: Standard Contract Provisions

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Attachment F

Site Preparation Work Documents
