1.1 Purpose
Under Authority granted by Title 39 of Louisiana Revised Statutes, the Louisiana Department of Transportation and Development (DOTD) hereby issues this Request for Proposals (RFP) to qualified Consultants for the purpose of issuing a contract for relief assistance to Disadvantage Business Enterprises (DBE). The contract awarded shall be based upon the proposal most advantageous to DOTD, price and other factors considered, and it will be subject to the availability of funds.
1.2 Background
The devastation of Hurricane Katrina in New Orleans and the surrounding Parishes impacted approximately 80 certified Disadvantaged Business Enterprises (DBE). The Department of Transportation and Development (DOTD), has been unable to contact or communicate with the vast majority of these companies. We anticipate that their offices, facilities and equipment have been destroyed. In order to assist these firms to reestablish their businesses and assist in the rebuilding of their communities, we are proposing the formation of a temporary centralized office for certified DBEs. The DOTD Headquarters Complex will be the location of the centralized office and DOTD will provide office space and utility services. The Consultant will be required to continuously seek and secure office space in a location closer to the New Orleans area prior to year end 2005.
Proposed services to the DBEs are those needed for basic business operations. We recommend that the supportive services be provided by means of a contract for construction, managerial and clerical assistance.
1.3 Scope of Services
PERFORMANCE GOALS AND MEASURES OBJECTIVE 1: To contact and offer assistance to 80 DBE firms affected by the disaster.
ACTIVITYPERFORMANCE MEASURES
In addition to previously described written reports, the Consultant selected to provide business; technical and clerical assistance will provide monthly progress reports of all activities. The reports will include: (1) A description of services rendered to each participating DBE firm, (2) Amount of time spent on each activity and itemized cost through monthly invoicing
(4) The progress each firm has made in becoming independent with recommendations for improving firms that are not making progress.
The final report will be a comprehensive evaluation of the contract period, but not less than annual, indicating the status of each participating firm and whether the performance measures were met.
1.3 Project Manager
The Project Manager is Ms. Frances B. Gilson, Compliance Program Director, she may be reached at 225-379-1411.
2.0 ADMINISTRATIVE INFORMATION
2.1 Expected Time Period for Contract
The period of any contract resulting from this RFP is tentatively scheduled to begin on or about October 14, 2005 and to continue through October 13, 2006. DOTD may request an extension of this period should the recovery period be slower than anticipated.
2.2 RFP Coordinator
Requests for copies of the RFP and written questions must be directed to the RFP Coordinator listed below: Dr. Babak Naghavi, P.E., P.H. Consultant Contract Services Administrator 1201 Capitol Access Road, Room 405-T Baton Rouge, LA 70802-4438 or Post Office Box 94245 Baton Rouge, Louisiana 70804-9245 Telephone: (225) 379-1989 Fax: (225) 379-1859 This RFP is available in electronic form at http://webmail.dotd.state.la.us/AgreStat.nsf/WebView?OpenPage, or in printed form by submitting a written request to the RFP Coordinator.
2.3 Consultant Inquiries
DOTD will consider consultant inquiries regarding RFP requirements or Scope of Services before the date specified in the Calendar of Events. DOTD reserves the right to modify the RFP should a change be identified that is in the best interest of DOTD. To be considered, inquiries and requests for clarification of the content of this RFP must be received by 3:00 p.m. on the date specified in the Calendar of Events. Any and all questions will be directed to the Project Manager.
2.4 Calendar of Events
Event Date Advertise RFP and mail public announcements October 3, 2005 Deadline for receiving Consultant Inquiries October 5, 2005 Proposal submission deadline October 10, 2005 Announce Award of "Successful Consultant" October 12, 2005 Contract execution October 14, 2006 NOTE: DOTD reserves the right to amend and/or change this schedule of RFP activities, as it deems necessary.
3.0 PROPOSAL INFORMATION
3.1 Proposal Response Location
Consultants who are interested in providing consulting services under this RFP must submit all proposals containing the information specified in Section 4.0. The fully completed original proposal with original signatures by an authorized representative and all copies must be received in hard copy (printed) version by the RFP Coordinator designated above by the deadline date specified in the Calendar of Events. Fax or e-mail submissions are not acceptable.
3.2 Determination of Responsibility
Determination of the Consultant’s responsibility relating to this RFP shall be made according to the standards set forth in LAC 34: 136. DOTD must find that the Consultant: ü Has adequate financial resources for performance, or has the ability to obtain such resources as required during performance; ü Has the necessary experience, organization, technical qualifications, skills, and facilities, or has the ability to obtain them’ ü Is able to comply with the proposed or required time of delivery or performance schedule; ü Has a satisfactory record of integrity, judgment, and performance; and ü Is otherwise qualified and eligible to receive an award under applicable laws and regulations.
3.3 Minimum Qualifications of Consultant
The Consultant must employ at a minimum:
§ One Professional Civil Engineer registered in the State of Louisiana; § One Project Manager; § One Business Manager; § One full-time Clerical Support.
The Consultant should insure that their proposals contain sufficient information for DOTD to make its determination by presenting acceptable evidence of the above to perform the services called for by the contract.
3.4 Revisions to the RFP
DOTD reserves the right to change the calendar of events or revise any part of the RFP by issuing an addendum to the RFP at any time.
3.5 Waiver of Administrative Informalities
DOTD reserves the right, at its sole discretion, to waive administrative informalities contained in any proposal.
3.6 Proposal Rejection
Issuance of this RFP in no way constitutes a commitment by DOTD to award a contract. DOTD reserves the right to accept or reject, in whole or part, all proposals submitted and/or cancel this announcement if it is determined to be in DOTD’s best interest.
3.7 Withdrawal and Re-submission of Proposal
A Consultant may withdraw a proposal that has been submitted at any time up to the date and time the proposal is due. To accomplish this, a written request signed by the authorized representative of the Consultant must be submitted to the RFP Coordinator.
3.8 Subcontracting Information
DOTD shall have a single Prime-Consultant as the result of any contract negotiation, and that Prime-Consultant shall be responsible for all deliverables referenced in the RFP or proposal. This general requirement notwithstanding, Consultants may enter into Sub-Consultant arrangements, however the Prime-Consultant should acknowledge in their proposal total responsibility for the entire contract. If the Consultant intends to subcontract for portions of the work, the Consultant should include specific designations of the tasks to be performed by the sub-consultant. Information required of the Consultant under the terms of this RFP is also required for each Sub-Consultant. Unless provided for in the contract with DOTD, the Prime-Consultant shall not contract with any other party for furnishing any of the work and professional services herein contracted for without the express written approval of DOTD.
3.9 Ownership of Proposal
All materials submitted in response to this request become the property of DOTD. Selection or rejection of a proposal does not affect this right.
3.10 Proprietary Information
Only information, which is in the nature of legitimate trade secrets or non-published financial data, may be deemed proprietary or confidential. Any material within a proposal identified as such must be clearly marked in the proposal and will be handled in accordance with the Louisiana Public Record Act, R.S. 44: 1-44 and applicable rules and regulations. Any proposal marked as confidential or proprietary in its entirety may be rejected without further consideration or recourse.
3.11 Cost of Preparing Proposals
DOTD is not liable for any costs incurred by prospective Consultants prior to issuance of or entering into a contract. Costs associated with developing the proposal, preparing for oral presentations, and any other expenses incurred by the Consultant in responding to this RFP are entirely the responsibility of the Consultant, and shall not be reimbursed in any manner by DOTD.
3.12 Errors and Omissions in Proposal
DOTD will not be liable for any errors in proposals. DOTD reserves the right to make corrections or amendments due to errors identified in proposals by DOTD or the Consultant. DOTD, at its option, has the right to request clarification or additional information from the Consultants.
3.13 Contract Award and Execution
DOTD reserves the right to enter into a Contract without further discussion of the proposal submitted based on the initial offer received. DOTD reserves the right to contract for all or a partial list of services offered in the proposal. The RFP and proposal of the selected Consultant will become part of any contract initiated by DOTD. The selected Consultant will be expected to enter into a contract which is basically the same as the sample contract included in Attachment IV. In no event is a Consultant to submit its own standard contract terms and conditions as a response to this RFP. The Consultant should submit with their proposal any exceptions or exact contract deviations that their firm wishes to negotiate. Negotiations may begin with the announcement of the selected Consultant. If the contract negotiation period exceeds ten working days or if the selected Consultant fails to sign the final contract within ten working days of delivery of it, DOTD may elect to cancel the award and award the contract to the next-highest-ranked Consultant.
3.14 Code of Ethics
Consultants are responsible for determining that there will be no conflict or violation of the Ethics Code if their company is awarded the contract. Ethics issues are interpreted by the Louisiana Board of Ethics.
4.0 RESPONSE INSTRUCTIONS
4.1 Proposal Submission
One original (stamped original) and four copies of the proposal must be submitted to DOTD. Any Consultant failing to submit any of the information required in this RFP will be considered non-responsive. The proposal will be identified with the State Project No. 704-99-0006 and will be submitted prior to 1:00 p.m. on October 10, 2005, by hand delivery or mail addressed to: Dr. Babak Naghavi, P.E., P.H. Consultant Contract Services Administrator 1201 Capitol Access Road, Room 405-T Baton Rouge, LA 70802-4438 or Post Office Box 94245 Baton Rouge, Louisiana 70804-9245 Telephone: (225) 379-1989 Fax: (225) 379-1859 The proposal must be signed by the Consultant duly authorized to sign proposals or contracts on behalf of the Consultant. A certified copy of a board resolution granting such authority should be submitted (if applicable. It is solely the responsibility of each Consultant to assure that their proposal is delivered at the specified place and prior to the deadline for submission. Proposals, which for any reason are not received timely, will not be considered.
4.2 Cover Letter
A cover letter should be submitted on the Consultant's official business letterhead explaining the intent of the Consultant.
4.3 Proposal Format
The Consultant should submit a proposal as specified in Attachment I (S.F. DOTD 24-102 or similar format) which shall include adequate information that the Consultant has the appropriate experience and qualifications to perform the scope of services as described herein. In Section 14 of the S.F. DOTD 24-102 (or similar format), the Consultant should submit a work plan reflecting their understanding of the project. The Consultant should respond to all areas requested.
4.4 Price Proposal
The Consultant should submit a Price Proposal (include in Section 14 of the SF 24-102 or similar format) to perform the services shown in the Scope of Services. The proposed hourly rate will include overhead and profit, and will be used for the duration of the contract.
4.5 Certification Statement
The Consultant must sign and submit the Certification Statement shown in Attachment III.
5.0 EVALUATION AND SELECTION
5.1 Evaluation Team
The evaluation of proposals will be accomplished by a DOTD Evaluation Team consisting of Mr. Cedric Grant, DOTD Deputy Secretary, Mr. Bill Temple, DOTD Chief Engineer, Ms. Francis Gilson, DOTD Compliance Program Director, and Ms. Marva Jacques, FHWA, which will determine the proposal most responsive and advantageous to DOTD.
5.2 Administrative and Mandatory Screening
All proposals will be reviewed to determine compliance with administrative and mandatory requirements as specified in the RFP. Proposals found not to be in compliance will be rejected from further consideration.
5.3 Evaluation and Review
Evaluation of proposals will be performed by the DOTD Evaluation Team. Each proposal is rated from 0 to 4 in all applicable criteria. For reference, the ratings are based on the following: 0 - Unsatisfactory 1 - Poor 2 - Fair 3 - Good 4 - Excellent Each applicable criteria also has a weighting factor that is applied to place them in the proper relationship with each other. Each Consultant will receive a price score computed as follows:
5.4 Announcement of Consultant
DOTD will notify the successful Consultant and proceed to negotiate terms for final contract. Unsuccessful Consultants will be notified in writing accordingly.
6.0 CONSULTANT REQUIREMENTS
6.1 Corporation Requirements
Upon the award of the contract, if the Consultant is a corporation not incorporated under the laws of the State of Louisiana, the Consultant shall have obtained a certificate of authority pursuant to R. S. 12:301-302 from the Secretary of State of Louisiana prior to the execution of the contract. Upon the award of the contract, if the Consultant is a for-profit corporation whose stock is not publicly traded, the Consultant shall ensure that a disclosure of ownership form has been properly filed with the Secretary of State of Louisiana.
6.2 Compensation
Compensation to the Consultant for services rendered in connection with this contract will be made at the proposed billable rates for a maximum compensation proposed by the consultant for all services for a period of one year.
6.3 Billing and Payment
Payments to the Consultant for services rendered shall be made monthly based on a certified and itemized invoice showing line item costs incurred. Any labor charges for other approved services shall include the names of the employees, their classification, and the time worked. These shall be reimbursed at the approved billable rate for that classification. Any charges to approved services other than labor shall be detailed to include vender name, cost, and description. Final payment for these costs shall be adjusted after project completion, or at the request of the Project Manager, to reflect the actual work performed and the direct expenses experienced by the Consultant during the course of this contract as determined by DOTD's Audit Section following the post audit of this contract. However, in no event shall such an adjustment allow the contract cost to exceed the maximum limitation imposed thereon. The allowable costs shall be in accordance with the cost principles and procedures set forth in 48 CFR 31 of the (FAR) as appropriate. The invoice shall be directly related to the Monthly Progress Schedule. DOTD shall not approve any invoice in which the proportional amount of the total contract compensation exceeds the percentage of project completion for that phase by more than five percent. Payments shall also be made monthly for direct expenses chargeable and identifiable to this specific contract; provided such charges are substantiated by documentation subject to audit. Direct expenses shall be disallowed if subsequent audits reveal that adequate bookkeeping has not been maintained. It is understood that the firm's entire books must segregate these items out of general overhead figures. The invoice shall show the total amount earned to the date of submission, and the amount due and payable as of the invoice including the direct expenses. The invoice shall reflect a five percent deduction on the total sum exclusive of direct expenses as an amount to be retained by DOTD until satisfactory completion of the work required or upon written authorization of the DOTD Consultant Contract Services Administrator for the release of the retainage. The original and five copies of the invoice shall be submitted to the Project Manager. The invoice must be signed, dated, and sealed by a principal member of the Consultant’s firm. Upon receipt of each invoice, DOTD shall pay the amount due within 30 calendar days, according to Louisiana R.S. 251.5. All travel related expenses will be compensated under direct expenses and will be in accordance with Louisiana Office of State Travel regulations found at: http://www.state.la.us/osp/travel/travelOffice.htm
6.4 Contract Terms & Conditions
The Consultant will be required to enter into a Contract with DOTD that is basically the same as Attachment IV. Any changes to those terms will be negotiated if state law allows such negotiation.
6.5 Indemnification
Neither party shall be liable for any delay or failure in performance beyond its control resulting from acts of God or force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such events upon performance of their respective duties under Contract. Consultant shall be fully liable for the actions of its agents, employees, partners or Sub-Consultants and shall fully indemnify and hold harmless DOTD and its Authorized Users from suits, actions, damages and costs of every name and description relating to personal injury and damage to real or personal tangible property caused by Consultant, its agents, employees, partners or Sub-Consultants, without limitation; provided, however, that the Consultant shall not indemnify for that portion of any claim, loss or damage arising hereunder due to the negligent act or failure to act of DOTD. Consultant will indemnify, defend and hold DOTD and its Authorized Users harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs which may be finally assessed against DOTD in any action for infringement of a United States Letter Patent with respect to the Products furnished, or of any copyright, trademark, trade secret or intellectual property right, provided that DOTD shall give the Consultant: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such action, claim or suit at Consultant's sole expense, and (iii) assistance in the defense of any such action at the expense of Consultant. Where a dispute or claim arises relative to a real or anticipated infringement, DOTD or its Authorized Users may require Consultant, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Commissioner of Administration shall require. The Consultant shall not be obligated to indemnify that portion of a claim or dispute based upon: i) Authorized User's unauthorized modification or alteration of a Product; ii) Authorized User's use of the Product in combination with other products not furnished by Consultant; iii) Authorized User's use in other than the specified operating conditions and environment. In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Consultant believes that it may be enjoined, Consultant shall have the right, at its own expense and sole discretion as the Authorized User's exclusive remedy to take action in the following order of precedence: (i) to procure for DOTD the right to continue using such item(s) or part (s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to DOTD up to the dollar amount of the Contract. For all other claims against the Consultant where liability is not otherwise set forth in the Contract as being "without limitation", and regardless of the basis on which the claim is made, Consultant's liability for direct damages, shall be the greater of $100,000, the dollar amount of the Contract, or two (2) times the charges rendered by the Consultant under the Contract. Unless otherwise specifically enumerated herein or in the work order mutually agreed between the parties, neither party shall be liable to the other for special, indirect or consequential damages, including lost data or records (unless the Consultant is required to back-up the data or records as part of the work plan), even if the party has been advised of the possibility of such damages. Neither party shall be liable for lost profits, lost revenue or lost institutional operating savings. DOTD and Authorized User may, in addition to other remedies available to them at law or equity and upon notice to the Consultant, retain such monies from amounts due Consultant, or may proceed against the performance and payment bond, if any, as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them.
6.6 Confidentiality
All financial, statistical, personal, technical and other data and information relating to DOTD’s operation which are designated confidential by DOTD and made available to the consultant in order to carry out this contract, or which become available to the Consultant in carrying out this contract, will be protected by the Consultant from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to DOTD. The identification of all such confidential data and information as well as DOTD’s procedural requirements for protection of such data and information from unauthorized use and disclosure will be provided by DOTD in writing to the Consultant. If the methods and procedures employed by the Consultant for the protection of the Consultant’s data and information are deemed by DOTD to be adequate for the protection of DOTD’s confidential information, such methods and procedures may be used, with the written consent of DOTD, to carry out the intent of this paragraph. The Consultant will not be required under the provisions of the paragraph to keep confidential any data or information, which is or becomes publicly available, is already rightfully in the Consultant’s possession, is independently developed by the consultant outside the scope of the contract, or is rightfully obtained from third parties. Under no circumstance is the Consultant to discuss and/or release information to the media concerning this project without prior express written approval of the DOTD.
ATTACHMENT I PROPOSAL FORMAT Consultants should submit their proposal to the RFP Coordinator using either the Standard Form DOTD 24-102 (S.F. 24-102) or a similar proposal format that includes all applicable information (in the same order) as the S.F. 24-102. Questions regarding the S.F. 24-102 may be directed to the RFP Coordinator. The S.F. 24-102 and the Instructions for Completing the S.F. 24-102 may be downloaded from DOTD’s Website. The DOTD Website address is http://www.dotd.louisiana.gov and Consultant Contract Services is listed under Doing Business with DOTD, and/or Pre-Construction. The S.F. 24-102 and the Instructions for Completing the S.F. 24-102 are listed under “Forms” on the Consultant Contract Services Website. ATTACHMENT II - PRICE PROPOSAL I/We propose to furnish all labor and materials necessary to provide the scope of services outlined in this RFP for the sum of: $_________________________________________ (Total Cost)
For the relocated centralized office and for the leased equipment, no estimated fee is required. With prior approval from the Project Manager, the DOTD will pay the consultant its agreed cost.
All travel related expenses will be compensated under direct expenses and will be in accordance with Louisiana Office of State Travel regulations found at: http://www.state.la.us/osp/travel/travelOffice.htm Name of Consultant: ______________________________________________________ Address: ______________________________________________________ ______________________________________________________ ______________________________________________________ Telephone Number: ______________________________________________________ Signature: ______________________________________________________ Name and Title: _____________________________________________________ Date: ___________________________________
ATTACHMENT III
CERTIFICATION STATEMENT The undersigned hereby acknowledges she/he has read and understands all requirements and specifications of the Request for Proposals (RFP), including attachments. OFFICIAL CONTACT. DOTD requires that the Consultant designate one person to receive all documents and the method in which the documents are best delivered. Identify the Contact name and fill in the information below: (Print Clearly): Date: ______________________ Official Contact Name:______________________________________ A. E-mail Address: _____________________________________________ B. Facsimile Number with area code: (_____)______________________ C. US Mail Address: ____________________________________________ D. Telephone Number: ___________________________________________ Consultant certifies that the above information is true and grants permission to DOTD or Agencies to contact the above named person or otherwise verify the information I have provided. By its submission of this proposal and authorized signature below, Consultant certifies that: (1) The information contained in its response to this RFP is accurate; (2) Consultant complies with each of the mandatory requirements listed in the RFP and will meet or exceed the functional and technical requirements specified therein; (3) Consultant accepts the procedures, evaluation criteria, contract terms and conditions, and all other administrative requirements set forth in this RFP. (4) Consultant's quote is valid for at least one year from the date of Consultant’s signature below; (5) Consultant understands that if selected as the successful Consultant, he/she will have (#) business days from the date of delivery of final contract in which to complete contract negotiations, if any, and execute the final contract document. Authorized Signature: ________________________________________________ Typed or Printed Name: ________________________________________________ Title: ___________________________________________________________________________ Company Name: __________________________________________________________________ Address:_________________________________________________________________________ City: ____________________________________ State:_________ Zip: ________________
ATTACHMENT IV
SAMPLE CONSULTING SERVICES CONTRACT
Consultant agrees not to discriminate in its employment practices, and will render services under this contract without regard to race, color, religion, sex, sexual orientation, national origin, veteran status, political affiliation, or disabilities.
Any act of discrimination committed by Consultant, or failure to comply with these statutory
obligations when applicable shall be grounds for termination of this contract.
Insurance Insurance shall be placed with insurers with an A.M. Best’s rating of no less than A-:VI. This rating requirement shall be waived for Worker’s Compensation coverage only. Consultant’s Insurance: The Consultant shall not commence work under this Contract until he has obtained all insurance required herein. Certificates of Insurance, fully executed by officers of the Insurance Company written or countersigned by an authorized Louisiana state agency, shall be filed with the State of Louisiana for approval. The Consultant shall not allow any Sub-Consultant to commence work on his subcontract until all similar insurance required for the Sub-Consultant has been obtained and approved. If so requested, the Consultant shall also submit copies of insurance policies for inspection and approval of the State of Louisiana before work is commenced. Said policies shall not hereafter be canceled, permitted to expire, or be changed without thirty (30) days notice in advance to the State of Louisiana and consented to by the State of Louisiana in writing and the policies shall so provide. Compensation Insurance: Before any work is commenced, the Consultant shall maintain during the life of the Contract, Workers’ Compensation Insurance for all of the Consultant’s employees employed at the site of the project. In case any work is sublet, the Consultant shall require the Sub-Consultant similarly to provide Workers’ Compensation Insurance for all the latter’s employees, unless such employees are covered by the protection afforded by the Consultant. In case any class of employees engaged in work under the Contract at the site of the project is not protected under the Workers’ Compensation Statute, the Consultant shall provide for any such employees, and shall further provide or cause any and all Sub-Consultants to provide Employer’s Liability Insurance for the protection of such employees not protected by the Workers’ Compensation Statute. Commercial General Liability Insurance: The Consultant shall maintain during the life of the Contract such Commercial General Liability Insurance which shall protect him, the DOTD, and any Sub-Consultant during the performance of work covered by the Contract from claims or damages for personal injury, including accidental death, as well as for claims for property damages, which may arise from operations under the Contract, whether such operations be by himself or by a Sub-Consultant, or by anyone directly or indirectly employed by either or them, or in such a manner as to impose liability to the DOTD. Such insurance shall name the DOTD as additional insured for claims arising from or as the result of the operations of the Contactor or his Sub-Consultants. In the absence of specific regulations, the amount of coverage shall be as follows: Commercial General Liability Insurance, including bodily injury, property damage and contractual liability, with combined single limits of $1,000,000. Insurance Covering Special Hazards: Special hazards as determined by the DOTD shall be covered by rider or riders in the Commercial General Liability Insurance Policy or policies herein elsewhere required to be furnished by the Consultant, or by separate policies of insurance in the amounts as defined in any Special Conditions of the Contract included therewith. Licensed and Non-Licensed Motor Vehicles: The Consultant shall maintain during the life of the Contract, Automobile Liability Insurance in an amount not less than combined single limits of $1,000,000 per occurrence for bodily injury/property damage. Such insurance shall cover the use of any non-licensed motor vehicles engaged in operations within the terms of the Contract on the site of the work to be performed there under, unless such coverage is included in insurance elsewhere specified. Applicable Law This Contract shall be governed by and interpreted in accordance with the laws of the State of Louisiana. Venue of any action brought with regard to this Contract shall be in the Nineteenth Judicial District Court, parish of East Baton Rouge, State of Louisiana. Code of Ethics The Consultant acknowledges that Chapter 15 of Title 42 of the Louisiana Revised Statutes (R.S. 42:1101 et. seq., Code of Governmental Ethics) applies to the Contracting Party in the performance of services called for in this Contract. The Consultant agrees to immediately notify the DOTD if potential violations of the Code of Governmental Ethics arise at any time during the term of this Contract. Severability If any term or condition of this Contract or the application thereof is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this Contract are declared severable. Complete Contract This is the complete Contract between the parties with respect to the subject matter and all prior discussions and negotiations are merged into this Contract. This Contract is entered into with neither party relying on any statement or representation made by the other party not embodied in this Contract and there are no other agreements or understanding changing or modifying the terms. This Contract shall become effective upon final statutory approval. Order of Precedence This Contract shall, to the extent possible, be construed to give effect to all of its provisions; however, where provisions are in conflict, first priority shall be given to the provisions of the Contract, excluding the Request for Proposals, its amendments and the Proposal; second priority shall be given to the provisions of the Request for Proposals and its amendments; and third priority shall be given to the provisions of the Proposal.