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FOR THE Transportation Development Act (TDA) Triennial Performance Audit of the Public Transit Systems and the Council of Governments in Stanislaus County Stanislaus Council of Governments 1111 I Street, Suite 308 Modesto, CA 95354 (209) 525 4600 Deadline for Submittal: Wednesday, September 30, 2015 Proposals are due no later than 4:00 p.m. Questions should be directed to: Regina Valentine (209) 525 4600 rvalentine@stancog.org

TABLE OF CONTENTS I. PURPOSE 3 II. INTRODUCTION 3 III. PROJECT INFORMATION 3 IV. SCOPE OF SERVICES 5 V. SUBMITTAL REQUIREMENTS AND PROPOSAL CONTENT 6 VI. PROPOSAL EVALUATION CRITERIA 8 VII. PROPOSAL EVALUATION STEPS AND CONTRACTING PROCESS 8 VIII. TENTATIVE SCHEDULE FOR CONTRACT AWARD 10 IX. ADDITIONAL REQUIREMENTS, POLICIES, TERMS AND CONDITIONS 10 APPENDIX A DBE Information to be submitted with Proposal Notice to Proposers DBE Information Exhibit 10 O1 Exhibit 10 O2 APPENDIX B Federal Forms to be submitted with Proposal Declaration Under Penalty of Perjury Debarment and Suspension Certification APPENDIX C CONTRACT AGREEMENT Page 2 of 15

I. PURPOSE The Stanislaus Council of Governments (StanCOG) is soliciting proposals from qualified firms, or groups of firms, to provide services for the completion of Transportation Development Act (TDA) Triennial Performance Audits. The purpose of these performance audits is to evaluate the efficiency, effectiveness, and economy of transit operations. The performance audits will be conducted of this Agency, and the four (4) transit operators in Stanislaus County (City of Ceres, City of Modesto, City of Turlock, and Stanislaus County) for Fiscal Years 2012/13 through 2014/15. Technical proposals must be prepared and submitted in accordance with the requirements, format, and guidelines presented in this Request for Proposals (RFP) document. II. INTRODUCTION StanCOG is the Metropolitan Planning Organization (MPO) for the Stanislaus Region as designated by the Federal government, and the Regional Transportation Planning Agency (RTPA) as designated by the State of California. Established in 1971 by a Joint Powers Agreement (JPA) to address regional transportation issues, StanCOG is a council of city and county governments comprised of the Cities of Ceres, Hughson, Modesto, Newman, Oakdale, Patterson, Riverbank, Turlock and Waterford, and the County of Stanislaus. Monthly StanCOG Policy Board meetings provide the public forum and decision point for significant regional issues such as growth, transportation, environmental management, housing, open space, and air quality. The StanCOG Policy Board adopts plans, allocates federal and state transportation funds, establishes policies, and develops programs to address these regional issues. III. PROJECT INFORMATION A. Project Objectives To complete TDA Performance Audits for Fiscal Years 2012/13 through 2014/15 of StanCOG and the following four (4) transit operators: City of Ceres, City of Modesto, City of Turlock, and Stanislaus County. StanCOG is statutorily required by Section 99246 of the California Public Utilities Code to designate an entity other than itself, a county transportation commission, a transit development board, or an operator to make a performance audit of its activities and the activities of each operator to whom it allocates funds. Page 3 of 15

REQUEST FOR PROPOSALS B. Project Budget and Schedule The total budget for this contract may not exceed $70,000. The Consultant shall include a Project Schedule/Work Plan that will include all Tasks/Activities with corresponding time line. The Schedule should be easy to follow with general information. The Consultant shall note that the recommended time frame is 7 months for project completion. The project contract will expire on June 30, 2016. C. Project Study Area Map Page 4 of 15

IV. SCOPE OF SERVICES Meeting, at a minimum, the requirements of Section 99246 of the Public Utlities Code, the consultant, will be responsible for the following tasks: A. TDA Performance Audit of the Four (4) Transit Operators The performance audits for the four transit operators will include identification and evaluation of major functions, and follow up of prior performance audit recommendations. The performance audits for the transit operators will also address the verification of performance indicators specified in the TDA, and testing for compliance with TDA requirements. Deliverables/Tasks: 1. Review of compliance with statutory and regulatory requirements 2. Follow up of prior performance audit recommendations 3. Review of transit operator functions 4. Verify proper use of Performance Indicators 5. Detailed review of transit operator functions 6. Complete a draft report for each transit operator (2 copies and 1 electronic) 7. Complete a final report for each transit operator (5 copies and 1 electronic) 8. Present to the StanCOG Policy Board regarding the final reports of the four transit operators B. TDA Performance Audit of StanCOG The performance audit for StanCOG should include verification of TDA requirements, including, as appropriate, compliance with TDA requirements for unmet transit needs. Deliverables/Tasks: 1. Review of compliance with statutory and regulatory requirements 2. Follow up of prior performance audit recommendations 2. Review of Agency functions, administration, and management 2. Verification of transportation planning and regional coordination 3. Examine claimant relationships and oversight 4. Analyze marketing and transportation alternatives 5. Evaluate grant applications and management 6. Complete a draft report for the Agency (2 copies and 1 electronic) 7. Complete a final report for the Agency (5 copies and 1 electronic) 8. Present to the StanCOG Policy Board regarding the final report for the Agency Page 5 of 15

V. SUBMITTAL REQUIREMENTS AND PROPOSAL CONTENT A. Submittal Requirements Please submit one original, four (4) copies of your proposal, and one (1) cost estimate in separate, sealed envelope. In addition, please include an electronic copy (in PDF format) of your proposal package on a CD or Flash Drive. All shall be sent to: Regina Valentine, Associate Planner Stanislaus Council of Governments 1111 I Street, Suite 308 Modesto, CA 95354 Proposals submitted by either facsimile or e mail will not be accepted or considered. Submittals must be received by no later than 4:00 p.m. on September 30, 2015. Any submittals received after this time will be returned unopened to the respective consultant's firm and will not be considered for evaluation. Postmarks will not be accepted. Submittals shall be in a sealed envelope and clearly identified on the outside to read: 1. PROJECT TITLE 2. NAME OF FIRM AND/OR TEAM 3. DATE PROPOSAL SUBMITTED 4. COST PROPOSAL 5. PACKAGE NUMBER (e.g. 1 of 2, 2 of 2, etc.) on all packages Failure to comply with the RFP content and submittal requirements may result in disqualification. StanCOG is not responsible for finding, correcting, or seeking clarification regarding ambiguities or errors contained in the submittals. If a submittal is found to contain ambiguities or errors, it may receive a lower score during the evaluation process. Errors and ambiguities in submittals, including cost estimates to perform the work, will be interpreted in favor of StanCOG. B. Questions Concerning Request for Proposals Please direct any requests for information or clarification regarding this RFP, in writing, to: Regina Valentine, Associate Planner Stanislaus Council of Governments 1111 I Street, Suite 308 Modesto, CA 95354 Phone: 209.525.4600 E mail: rvalentine@stancog.org Page 6 of 15

All written questions must be received no later than 4:00 p.m. on September 8, 2015. All questions, clarifications and interpretations of the RFP by StanCOG will be made in written form and will be posted on the StanCOG website. Oral explanations or instructions given before the award of the contract will not be binding. C. Proposal Content General The submittal should be concise, well organized and demonstrate the firm and/or team s qualifications and experience applicable to the project. The submittal package shall be limited to 20 pages total (8.5 x11, regardless of single or double sided) inclusive of resumes, graphics, cover letter, front and back cover, tabs and schedule. All required forms attached in the Appendix and cost estimate shall not be counted in the total number of pages. Contents At a minimum, consultants must provide the following information in response to this Request for Proposals: 1. Cover Letter The submittal should include a letter describing the firm and/or team s interest in providing the scope of services for the project. The person authorized by the firm and/or team to negotiate a contract with StanCOG shall sign the cover letter. Include the name, phone number, and e mail address of a contact person for the proposal process. 2. Project Understanding and Qualifications The submittal shall include the following: a. Brief history of the firm and/or team, including key personnel. b. Names and resumes of project manager and personnel that will be assigned to this project. c. Organization chart of project personnel and identify any subcontractors. d. Description of experience (firm and/or team and project personnel) on similar performance auditing projects. e. Description of project management system to track project tasks, deliverables, and expenditures. f. Description of project plan, technical approach, and understanding of each task listed. It is the proposer s responsibility to include any work items or expand on the duties of each task for the success of the project. g. Work Program Tentative Project Schedule expressed in terms of days from execution of the Consultant Services Agreement. This should include an estimate of the work hours of the various personnel involved. h. Client references from recent related projects and the name, address, and phone number of person to contact. Page 7 of 15

3. Cost Proposal The Cost Proposal/Schedule section identifies the total cost to the Stanislaus Council of Governments for the proposal being submitted. The proposal must divide the project into separate functional work tasks, corresponding with the proposed Project Schedule, and provide the associated fees for the work to be done. This should include an estimate of the work hours of the various personnel involved. Personnel shall be identified by title and wage rate. Each work task should be accompanied with deliverables by work task. The sealed Cost Proposal/Schedule of the highest ranked firm will be opened after proposals have been reviewed and ranked. ALL cost incurred and billed to StanCOG, including labor, equipment, materials, overhead, and profit shall be included within the firm and/or team s RFP Pricing element. The cost for any insurance and bonding shall be separately identified. VI. PROPOSAL EVALUATION CRITERIA Proposals will be evaluated based on the criteria determined by StanCOG staff and the evaluation committee, as described below. Oral Interviews may be held if determined necessary. StanCOG reserves the right to add the consultants interview scores into the evaluation or to select the consultant based solely upon their written proposal. A. Staff Qualifications and Project Experience The proposals will be evaluated based on the firm's or team's qualifications and related project experience, specifically of those assigned to the project, on similar performance auditing projects. An understanding of the work to be performed and the qualifications, experience, ability and capacity of the firm and/or team to complete the project in the time and for the budget, is paramount in the selection process. The consultant should show a strong understanding of the Stanislaus County region, its funding environment, and relevant State and Federal laws. VII. PROPOSAL EVALUATION STEPS AND CONTRACTING PROCESS A. Evaluation Committee The Evaluation Committee will be comprised of StanCOG staff and members from the transit agencies. Proposal documentation requirements set forth in this Request for Proposal are designed to provide guidance to the submitting firm or team concerning the type of information that shall be used by the Evaluation Committee. The firm or team shall be prepared to respond to requests by the Evaluation Committee for any oral presentations and other items deemed necessary to assist in the detailed evaluation process. Page 8 of 15

B. Evaluation of Proposals The objective of this evaluation is to perform a thorough and fair assessment of each firm's or team's responses and facilitate the selection of a proposal (or proposals) that best satisfies StanCOG s requirements. C. Evaluation Steps It is anticipated that the Evaluation Committee will take the following steps in evaluating proposals; however, a strict observance to the Evaluation Steps is not required. Step 1 Review and evaluate all received proposals Step 2 Short list the top 2 to 4 proposals Step 3 Conduct Consultant Interview(s); Interviews conducted only if needed Step 4 Rank Proposals Step 5 Provide Recommendation of Award to StanCOG Policy Board The Evaluation Committee shall be responsible for performing the evaluation of each proposal, including an evaluation of the Cost Proposal. D. Evaluation Criteria Specific considerations shall be given to: 1. Understanding of the work to be performed; 2. Quality of the firm or team s response to the Request for Proposals including adherence to format, completeness, and extent of documentation; 3. The quality, experience, and availability of the proposed manager and staff for the project; 4. The qualifications, experience, ability, capacity, and skill of the firm and/or team to complete the project in the time specified, without delay; 5. The list of services to be provided, including the approach to project delivery; 6. Use of innovative and advanced techniques for this project or those used in previous projects; 7. The character, integrity, reputation, experience, and efficiency of the firm; 8. Demonstration of successful, on time performance of similar projects; 9. The proposed cost to complete the work; 10. Other factor(s) deemed to be in the best interests of StanCOG. Page 9 of 15

VIII. TENTATIVE SCHEDULE FOR CONTRACT AWARD Notification of Request for Proposal Last Day to Submit Questions 1 September 8, 2015 Proposals due to StanCOG September 30, 2015 Evaluation Committee Interviews/Selects Firm 2 October 5, 2015 Recommendation to StanCOG Policy Board October 21, 2015 Completion of Agreement/Notice to Proceed October 30, 2015 Contract End Date June 30, 2016 1 Questions shall be submitted in writing to Regina Valentine at rvalentine@stancog.org on or before 4:00 pm, September 8, 2015. 2 Oral Interviews may be held if determined necessary. StanCOG reserves the right to modify this schedule in any way, and at anytime, during the consultant evaluation and selection process, as determined by the StanCOG Executive Director. IX. ADDITIONAL REQUIREMENTS, POLICIES, TERMS AND CONDITIONS A. StanCOG Affirmative Action Policy StanCOG does not discriminate on the basis of race, religion, sex, sexual orientation, national origin, marital status, age, physical disability, or ownership by women or minorities. B. Cost of Preparation of Proposals and Contract StanCOG shall not pay any costs incurred in the consultant's proposal preparation, printing, demonstration process, or contract negotiation activities. All such costs shall be borne by the respective consulting firm. C. Rights of Pertinent Materials All responses, inquiries, and correspondence relating to the Request for Proposals, and all reports, charts, coverage maps, displays, exhibits, and other documentation produced by the consultant's firm and submitted as part of their proposal shall become the property of StanCOG after the proposal submission deadline. Material that is confidential or proprietary should be marked Confidential or Proprietary. After the contract is awarded to the successful firm, all submitted materials become public information unless marked Confidential or Proprietary. Page 10 of 15

D. Modification to Scope of Work The Scope of Work may be amended to meet available funding or to best meet the needs of StanCOG. In the event that any additional services are required as identified herein, StanCOG reserves the right to add such services by amending the awarded Contract. E. Right to Reject Proposal StanCOG reserves the right to reject any and all proposals or any part of any proposals, to waive minor defects or technicalities, or to solicit new proposals on the same project or on a modified project, which may include portions of the original proposal as StanCOG may deem necessary. F. Exceptions The submission of a proposal shall be considered an agreement to all the terms, conditions, and specifications provided herein and in the various proposal documents, unless specifically noted otherwise in the proposal. G. Disadvantaged Business Enterprise (DBE) Forms are located in Appendix A. H. Declaration Under Penalty of Perjury Forms are located in Appendix B. I. Award StanCOG reserves the right to award this contract to the firm and/or team whose total aggregate proposal is most responsive to the need of StanCOG. An evaluation of the firm and/or team s ability, quality, and performance on previous or current contracts will be used in addition to total cost as a basis of award for any resultant contract. J. Irregularities StanCOG reserves the right to waive any informalities or minor irregularities in connection with proposals received. K. Form Agreement, Exceptions, and Alternatives The Agreement in Appendix C to this RFP and, by this reference, made a part hereof, contains terms and conditions that apply to the performance of this work. If the firm and/or team suggests alternatives or states exceptions to any term or condition in the Agreement, or to any provision or recurrent of the RFP, such alternative or exception shall be clearly stated and identified in the submitted proposal. Otherwise, the successful firm or team will be expected to Page 11 of 15

sign the Agreement upon award of contract. Any alternative proposed must satisfy all minimum qualifications specified in the RFP. StanCOG expressly reserves the right, in its sole discretion, to: (1) reject a proposal containing any exception or alternatives as non conforming; or (2) accept any proposal alternative or exception and to award a contract based there on if determined to be in the best interest of StanCOG. L. Contract Award Within sixty (60) days after the proposal due date, StanCOG may award a contract to the most qualified firm and/or team, subject to the right of StanCOG to reject all proposals, as it may deem proper in its absolute discretion. The time for awarding a contract may be extended at the sole discretion of StanCOG, if required to evaluate proposals or for such other purposes as StanCOG may determine, unless the firm and/or team objects to such extension in writing with his proposal. STANISLAUS COUNCIL OF GOVERNMENTS WILL NOT ACCEPT A PROPOSAL FAILING TO COMPLY WITH ANY OF THE REQUIREMENTS STATED IN THIS REQUEST FOR PROPOSAL. Page 12 of 15