HomeMy WebLinkAboutRFP - P953 AUDIT SERVIES1
NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL
(also referred to as North Front Range Metropolitan Planning Organization or MPO)
REQUEST FOR PROPOSALS
FOR
AUDIT SERVICES-MPO
P953
Proposal Date: 3:00 p.m. (our clock) October 1, 2004
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REQUEST FOR PROPOSAL
Written proposals, six(6) will be received at the City of Fort Collins' Purchasing Division, 215
North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals will be received before
3:00 p.m. (our clock), October 1, 2004. Proposal No. P953. If delivered, they are to be sent to
215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is
P.O. Box 580, Fort Collins, 80522-0580.
Questions concerning the scope of the project should be directed to Project Manager Gayle Foos,
(970) 416-2638
Questions regarding proposals submittal or process should be directed to James B. O’Neill, II,
CPPO, FNIGP (970) 221-6775.
A copy of the Proposal may be obtained as follows:
1. Call the Purchasing Fax-line, 970-416-2033 and follow the verbal instruction to
request document #30953.
2. Download the Proposal/Bid from the BuySpeed Webpage,
https://secure2.fcgov.com/bso/login.jsp.
3. Come by Purchasing at 215 North Mason St., 2nd floor, Fort Collins, and request a
copy of the Bid.
Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a
financial interest in the sale to the City of any real or personal property, equipment, material,
supplies or services where such officer or employee exercises directly or indirectly any decision-
making authority concerning such sale or any supervisory authority over the services to be
rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift,
gratuity favor, entertainment, kickback or any items of monetary value from any person who has or
is seeking to do business with the City of Fort Collins is prohibited.
Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be
rejected and reported to authorities as such. Your authorized signature of this proposal assures
that such proposal is genuine and is not a collusive or sham proposal.
The City of Fort Collins reserves the right to reject any and all proposals and to waive any
irregularities or informalities.
Sincerely,
James B. O'Neill II, CPPO, FNIGP
Director of Purchasing & Risk Management
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NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL
REQUEST FOR PROPOSALS
P953 Audit Services-MPO
TABLE OF CONTENTS
I. INTRODUCTION
A. General Information
B. Term of Engagement
C. Subcontracting
II. NATURE OF SERVICES REQUIRED
A. General
B. Scope of Work to be Performed
C. Auditing Standards to be Followed
D. Reports to be Issued
E. Special Considerations
F. Working Paper Retention and Access to Working Papers
III. DESCRIPTION OF THE MPO
A. Contact Person
B. Background Information
C. Computer Systems
D. Internal Audit Function
E. Availability of Prior Audit Working Papers
IV. TIME REQUIREMENTS
A. Proposal Calendar
B. Notification and Contract Dates
C. Date Audit May Commence
D. Schedule for the 2004 Fiscal Year Audit
1. Interim Work
2. Detail Audit Plan
3. Reports and Due Dates
E. Entrance Conferences, Progress Reporting and Exit Conferences
V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION
A. Administration Team Assistance
B. Electronic Data Processing (EDP) Assistance
C. Work Area, Telephone, Photocopying & FAX Machines
D. Statements, Schedules, and Working Papers to be Prepared by the
Administration Team
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E. Profile of Administration Team
F. Report Preparation
VI. PROPOSAL REQUIREMENTS
A. General Requirements
1. Inquiries
2. Submission of Proposals
B. Technical Proposal
1. General Requirements
2. Independence
3. License to Practice in Colorado
4. Firm Qualifications and Experience
5. Partner, Supervisory and Staff Qualifications and Experience
6. Similar Engagements with Other Entities
7. Specific Audit Approach
8. Identification of Anticipated Potential Audit Problems
C. Dollar Cost Bid
1. Total All-Inclusive Maximum Price
2. Rates by Partner, Specialist, Supervisory and Staff Level Times
Hours Anticipated for Each
3. Rates for Other Professional Services
4. Manner of Payment
VII. EVALUATION PROCEDURES
A. Review of Proposals
B. Evaluation Criteria
1. Mandatory Elements
2. Technical Quality
3. Price and Work Hours
C. Firms to be Interviewed
D. Background Check
E. Oral Presentations
F. Final Selection
G. Right to Reject Proposals
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APPENDICES
A. Format for Schedule of Professional Fees and Expenses to Support the Total All-
Inclusive Maximum Price
B. Format for Schedule of Professional Fees and Expenses for Additional Services
Described in Appendix F
C. Format for Schedule of Professional Fees and Expenses for Additional Services Not
Specified in Appendix F
D. Prior Year's Audit Fees
E. Scope of Services
F. Additional Services
G. Services Agreement
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NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL
REQUEST FOR PROPOSALS
P953 Audit Services-MPO
I. INTRODUCTION
A. General Information
The NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING
COUNCIL (also known as the North Front Range Metropolitan Planning
Organization or “MPO” is requesting proposals from qualified firms of certified
public accountants to audit its financial statements for the fiscal year ending
December 31, 2004, with a renewal option, at the MPO's discretion, for each of the
four subsequent fiscal years. These audits are to be performed in accordance with
generally accepted auditing standards, the standards set forth for financial audits in
the General Accounting Office's (GAO) Government Auditing Standards, the
provisions of the federal Single Audit Act of 1984 and U.S. Office of Management
and Budget (OMB) Circular A-133. Such audits shall also be in accordance with the
State of Colorado Local Government Audit Law.
The MPO will not reimburse responding firms for any expenses incurred in preparing
proposals in response to this request.
To be considered, six (6) copies of a proposal must be received by the North Front
Range MPO c/o James B. O'Neill II, CPPO, FNIGP at 215 North Mason Street by
3:00 pm on October 1, 2004. The MPO reserves the right to reject any or all
proposals submitted. Proprietary information needs to be identified and placed
in separate section of your response.
Proposals submitted will be evaluated by an Audit Committee appointed by the MPO
Council after an initial evaluation by a staff committee.
During the evaluation process, the Audit Committee reserves the right, where it may
serve the MPO's best interest, to request additional information or clarifications from
firms submitting proposals, or to allow corrections of errors or omissions.
The MPO reserves the right to retain all proposals submitted and to use any ideas in
a proposal regardless of whether that proposal is selected. Submission of a
proposal indicates acceptance by the firm of the conditions contained in this request
for proposals, unless clearly and specifically noted in the proposal submitted and
confirmed in the contract between the MPO and the firm selected.
Interviews for the top ranked firms will be held the morning of October 20, 2004.
It is anticipated that the selection of a firm will be completed by October 22, 2004.
Following the notification of the selected firm it is expected that a contract will be
executed between both parties by November 10, 2004.
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B. Term of Engagement
A five-year contract is contemplated, subject to the annual review and
recommendation of the Audit Committee and the satisfactory negotiation of terms.
C. Subcontracting
Firms submitting proposals are encouraged to consider subcontracting portions of
the engagement to small audit firms or audit firms owned and controlled by socially
and economically disadvantaged individuals. If this is to be done, that fact, and the
name of the proposed subcontracting firms, must be clearly identified in the
proposal. Following the award of the audit contract, no additional subcontracting will
be allowed without the express prior written consent of the MPO.
II. NATURE OF SERVICES REQUIRED
A. General
The MPO is soliciting the services of qualified firms of certified public accountants to
audit its financial statements for the fiscal year ending December 31, 2004, with a
renewal option, at the MPO's discretion, for each of the four subsequent fiscal years.
These audits are to be performed in accordance with the provisions contained in this
request for proposals.
B. Scope of Work to be Performed
The North Front Range MPO is an association of local governments formed to meet
local needs and federal transportation and air quality planning requirements in the
North Front Range. It is one of five MPO’s in the State of Colorado, yet research
has found that few MPO’s in the nation operate in a similar manner with regard to
financial reporting structure. Recent legal opinions regarding the North Front Range
MPO have found that it meets the definition of “local government”, and it is therefore
subject to Colorado Audit and Budget laws, however since it is not a taxing
authority, it is not subject to TABOR. Nearly all of the financial activity of the MPO is
made up of three primary contracts of federal funds and applicable local match.
There is also a vanpooling program that includes fare program revenues. The
contracts are on a cost reimbursement basis, so the ‘fund balance’ is made up only
of the advance of funds the MPO received from three member entities that serves as
the its cash operating pool. The 2004 budget for the MPO was approximately $2.4
million. The preparation of the MPO's year-end financial statements is the
responsibility of its administrative personnel.
The MPO desires the auditor to express an opinion on the fair presentation of its
basic financial statements with “in-relation-to” coverage on any combining or
individual nonmajor fund statements in conformity with generally accepted
accounting principles. Such opinion shall be included in the MPO’s Annual Financial
Statements. Currently, the only fund of the MPO is a General Fund, but in the future
there may be some activity reported as a discreet component unit with a recently
formed 501(c)(3) corporation.
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The auditor shall be responsible for performing certain limited procedures involving
required supplementary information, including Management’s Discussion and
Analysis, required by the Governmental Accounting Standards Board as mandated
by generally accepted auditing standards.
The MPO also issues a report to comply with the requirements of the Single Audit
Act of 1984. Included in the Single Audit Report is the MPO's Schedule of
Expenditures of Federal Awards. The auditor is not required to audit the Schedule
of Expenditures of Federal Awards. However, the auditor is to provide an "in-
relation-to" report on that schedule based on the auditing procedures applied during
the audit of the financial statements.
In connection with, and as part of, the audit engagement, the MPO has determined
specific inquiries, procedures, and reports to be completed by the auditor which
extend beyond those required in a financial audit. Such procedures shall be
performed as a part of each audit engagement and appropriate reports submitted to
the MPO containing such information as is necessary to inform the MPO Council
and the Audit Committee about these matters. See Appendix E for specific
procedures to be followed and reports to be provided.
C. Auditing Standards To Be Followed
To meet the requirements of this request for proposals, the audit shall be performed
in accordance with generally accepting auditing standards as set forth by the
American Institute of Certified Public Accountants, the standards for financial audits
set forth in the U.S. General Accounting Office's Government Auditing Standards,
the provisions of the Single Audit Act of 1984 and the provisions of U.S. Office of
Management and Budget (OMB) Circular A-133, Audits of States, Local
Governments and Non-Profit Organizations. Such audits shall also be in
accordance with the State of Colorado Local Government Audit Law.
D. Reports to be Issued
Following the completion of the audit of the financial statements, the auditor shall
issue the following reports:
Report on Basic Financial Statements
1. A report on the fair presentation of the MPO's basic financial statements in
conformity with generally accepted accounting principles. This report will be
reproduced by the MPO in connection with the issuance of its annual
financial statements.
Reports Included With Single Audit Reports for the MPO
1. A report on the internal control structure based on the auditors'
understanding of the control structure and assessment of control risk.
2. A report on compliance with applicable laws and regulations.
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3. An "in-relation-to" report on the Schedule of Expenditures of Federal
Awards.
4. A report on the internal control structure used in administering federal
financial assistance programs.
5. A report on compliance with specific requirements applicable to each major
federal financial assistance program.
In the required reports on internal controls, the auditor shall communicate any
reportable conditions found during the audit. A reportable condition shall be defined
as a significant deficiency in the design or operation of the internal control structure,
which could adversely affect the organization's ability to record, process, summarize
and report financial data consistent with the assertions of management in the
financial statements.
Reportable conditions that are also material weaknesses shall be identified as such
in the report.
Nonreportable conditions discovered by the auditors shall be reported in a separate
letter to management, which shall be referred to in the report[s] on internal controls.
The reports on compliance shall include all instances of noncompliance.
Auditors shall be required to make an immediate, written report of all irregularities
and illegal acts or indications of illegal acts of which they become aware to the
management officials above the level of involvement as well as the MPO Council.
Reporting to the Audit Committee. Auditors shall assure themselves that the MPO
Audit Committee is informed of each of the following:
1. The auditor's responsibility under generally accepted auditing standards
2. Significant accounting policies
3. Management judgments and accounting estimates
4. Significant audit adjustments
5. Other information in documents containing audited financial statements
E. Special Considerations
1. Please note that the MPO may wish to issue its basic financial statements
with accompanying report of independent accountants for various business
purposes and the MPO may so do without consent or knowledge of such
issuance by the auditor.
2. The MPO has determined that the United States Department of
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Transportation will function as the cognizant agency in accordance with the
provisions of the Single Audit Act of 1984 and U.S. Office of Management
and Budget (OMB) Circular A-133, Audits of States, Local Governments and
Non-Profit Organizations.
F. Working Paper Retention and Access to Working Papers
All working papers and reports must be retained, at the auditor's expense, for a
minimum of three (3) years, unless the firm is notified in writing by the MPO of the
need to extend the retention period. The auditor will be required to make working
papers available, upon request, to the parties or their designees listed immediately
below. Such requests which are initiated by the MPO will not be used to
compromise the integrity of current or future engagements or to obtain audit
programs or other trade secrets which are proprietary to the Auditor.
U.S. Department of Transportation
U.S. General Accounting Office (GAO)
Parties designated by the federal or state governments or by the MPO as
part of an audit quality review process
Auditors of entities of which the MPO is a subrecipient of grant funds
In addition, the firm shall respond to the reasonable inquiries of successor auditors
and allow successor auditors to review working papers relating to matters of
continuing accounting significance.
III. DESCRIPTION OF THE MPO
A. Contact Person
The auditor's principal contact with the MPO will be Gayle Foos, Financial & Budget
Manager.
B. Background Information
The North Front Range MPO is an organization of local governments that is
responsible for long range transportation planning in the North Front Range. There
are thirteen local government members in the MPO which are Fort Collins, Greeley,
Loveland, Timnath, Berthoud, Windsor, Johnstown, Milliken, Evans, Garden City,
LaSalle, and Weld and Larimer Counties. The Colorado Department of
Transportation (CDOT) and the State Air Quality Control Commission (AQCC) are
also members. 2003 was the first year that the MPO operated independently from
the City of Fort Collins’ financial system, and was thus the first year it had its own
independent audit. Background information regarding the MPO and its finances is
found in the MPO‘s 2003 Annual Financial Statements and Single Audit Report.
Additional information, including budget information, can be found in the FY04 and
FY05 Unified Planning Work Programs (UPWP’s). Copies of these documents are
available for inspection on the North Front Range MPO website: www.nfrmpo.org,
or at the MPO office. On the website, look at the top of the “About Us” section for
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the link to the “2003 NFRMPO Audited Financial Statements”. Please contact
James B. O’Neill II, CPPO, FNIGP Director of Purchasing and Risk Management,
City of Fort Collins, at (970) 221-6775 to arrange to see these documents at the
MPO office.
C. Computer Systems – Hardware & Software Applications
Dell Desktop PC’s
Applications: 2003 QuickBooks Premier; Microsoft Excel; PayChex Preview Payroll
Service
Operating System: Microsoft Windows XP
D. Internal Audit Function
The MPO does not maintain a formal internal audit function.
E. Availability of Prior Audit Working Papers
The MPO's 2003 audit was performed by Bondi & Co, LLP. Prior to 2003, the MPO
was on the City of Fort Collins’ financial system and was audited as part of the City.
Bondi & Co, LLP performed the City’s audits for the years 1993 through 2003. Audit
firms submitting proposals will not be permitted to review prior auditors' working
papers during the RFP process. However, the selected successor auditor will be
granted access to prior auditors' working papers after the contract is awarded.
IV. TIME REQUIREMENTS
A. Proposal Calendar
The following is a list of key dates up to and including the date oral interviews are
conducted:
Request for proposal issued September 10, 2004
Due date for proposals October 1, 2004
Staff ratings completed; short list
developed October 8, 2004
Interviews; selection of firm October 20, 2004
starting at 9:00 a.m.
B. Notification and Contract Dates
Selected firm notified October 22, 2004
Notification Announcement to Council November 4, 2004
Contract date November 10, 2004
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C. Date Audit May Commence
The MPO will have all records ready for interim audit work and appropriate
management personnel available to meet with the firm's personnel in November
after contract negotiations are completed.
D. Auditor should provide a work plan to be agreed upon by the MPO prior to
commencement of fieldwork each year. Note: Final opinions must be dated no later
than April 30th each year. The work plan should include:
1. Interim Work
2. Detailed Audit Plan
The auditor shall provide MPO by December 15, 2004, both a detailed audit
plan and a list of all schedules to be prepared by the MPO.
3. Reports
Drafts of the audit opinions and final opinions are to be dated no later than
April 30, 2005. Recommendations to management shall be made available
for review by management no later than April 15, 2005, with the final
Management Report being dated no later than April 30, 2005.
Annual Financial Statements
The Administration Team shall complete draft financial statements and notes
by about March 20, 2005. The auditor shall provide all recommendations,
revisions and suggestions for improvement to the Financial Manager by April
10, 2005. The Administration Team shall complete all required
supplementary information for its annual financial statements on or about
April 15. It is anticipated that the final report will be delivered to the MPO’s
printer on or about May 5th. A signed auditor's opinion will be needed for
the report by that date.
Single Audit for the North Front Range MPO
The Administration Team shall complete preliminary drafts of the Schedule
of Expenditures of Federal Awards (EFA) by about March 20, 2005. The
final Schedule of EFA will be completed by April 15, 2005. It is anticipated
that the final report will be delivered to the MPO’s printer on or about May
5th. All applicable signed opinions will be needed for inclusion into the
report by that date.
E. Entrance Conferences, Progress Reporting and Exit Conferences (A similar
time schedule will be developed for audits of future fiscal years if the MPO
exercises its option for additional audits).
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At a minimum, the following conferences should be held:
a. Entrance conference with key Administration Team personnel
The purpose of this meeting will be to discuss prior audit issues and
the interim work to be performed. This meeting will also be used to
establish overall liaison for the audit and to make arrangements for
work space and other needs of the auditor.
b. Progress conference with key Administration Team personnel
The purpose of this meeting will be to summarize the results of the
preliminary review and to identify the key internal controls or other
matters to be tested.
c. Progress conference with Audit Committee, if necessary
d. Exit conference with the Audit Committee and key Administration
Team personnel,
The purpose of this meeting will be to summarize the results of the
field work and to review significant findings.
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V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION
A. Administration Team Assistance
The Administration Team and responsible management personnel will be available
during the audit to assist the firm by providing information, documentation and
explanations. The preparation of requested confirmations will be the responsibility
of the MPO.
B. Electronic Data Processing (EDP) Assistance
EDP personnel will be available to assist the auditor in performing the engagement,
if necessary. The auditor will be provided computer time and the use of MPO
computer hardware and software.
C. Work Area, Telephones, Photocopying and FAX Machines
The MPO will provide the auditor with reasonable work space, desks and chairs.
The auditor will also be provided with access to one telephone line, one data line,
photocopying facilities, and FAX machines subject to the following restrictions:
Long-distance telephone calls and faxes shall be made at the auditor's expense.
D. Statements, Schedules and Working Papers to be Prepared by Administration Team
The Administration Team prepares all financial statements, schedules, and other
information to be included in the Annual Financial Statements. They also prepare
the Schedule of Expenditures of Federal Awards to be included in the Single Audit
Report. Financial statements are generated utilizing the MPO’s QuickBooks
Software and final camera-ready copies are generated through customized PC
spreadsheets and word processing programs.
E. Administration Team Profile
The Administration Team consists of the Financial & Budget Manger, the Office
Manager, and the Administrative Assistant. The Financial & Budget Manager is a
CPA and has been with the MPO for 4 years. The Office Manager has over 10 years
of experience with the MPO. The Administrative Assistant has been with the MPO
for over 7 years.
F. Report Preparation
Preparation of the Annual Financial Statements, editing and printing shall be the
responsibility of the MPO. The auditing firm shall submit its opinions and reports to
the MPO for collating into the MPO's documents.
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VI. PROPOSAL REQUIREMENTS
A. General Requirements
1. Inquiries
Inquiries concerning the request for proposals and the subject of the request
for proposals must be made to:
Gayle Foos, Financial & Budget Manager
North Front Range Transportation & Air Quality Planning Council
235 Mathews Street
Fort Collins, CO 80524
(970) 416-2638
James B. O'Neill II, CPPO, FNIGP
Director of Purchasing and Risk Management, City of Fort Collins
P.O. Box 580
215 North Mason Street, 2nd Floor
Fort Collins, CO 80522
(970) 221-6775
UNLESS OTHERWISE SPECIFIED HEREIN, CONTACT WITH
PERSONNEL OF THE NORTH FRONT RANGE TRANSPORTATION & AIR
QUALITY PLANNING COUNCIL OTHER THAN THE ABOVE REGARDING
THIS REQUEST FOR PROPOSALS MAY BE GROUNDS FOR
ELIMINATION FROM THE SELECTION PROCESS.
2. Submission of Proposals
The following material is required to be received by October 1, 2004, for a
proposing firm to be considered:
a. Six copies of a Technical Proposal to include the following:
i. Title Page
Title page showing the request for proposals subject; the
firm's name; the name, address and telephone number of the
contact person; and the date of the proposal.
ii. Table of Contents
iii. Transmittal Letter
A signed letter of transmittal briefly stating the audit firm’s
understanding of the work to be done, the commitment to
perform the work within the time period, a statement why the
firm believes itself to be best qualified to perform the
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engagement and a statement that the proposal is a firm and
irrevocable offer for a five year period beginning with the
2004 fiscal year audit and ending with the 2008 fiscal year
audit.
iv. Technical Proposal
The technical proposal should follow the order set forth in
Section VI B, items 2-8 of this request for proposals.
v. Dollar Cost Bid
The dollar cost bid should follow the order set forth in Section
VI C, items 1-4 of this request for proposals.
b. Audit firms submitting proposals should send or deliver the
completed proposal to the following address:
North Front Range MPO
c/o James B. O'Neill II, CPPO, FNIGP
Director of Purchasing & Risk Management
City of Fort Collins
P.O. Box 580
215 North Mason Street, 2nd Floor
Fort Collins, CO 80522
B. Technical Proposal
1. General Requirements
The purpose of the Technical Proposal is to demonstrate the qualifications,
competence and capacity of the firms seeking to undertake an independent
audit and additional services for the NORTH FRONT RANGE
TRANSPORTATION & AIR QUALITY PLANNING COUNCIL in conformity
with the requirements of this request for proposals. As such, the substance
of proposals will carry more weight than their form or manner of
presentation. The Technical Proposal should demonstrate the qualifications
of the firm and of the particular staff to be assigned to this engagement. It
should also specify an audit approach that will meet the request for
proposals requirements.
The Technical Proposal should address all the points outlined in the request
for proposals. The Proposal should be prepared simply and economically,
providing a straightforward, concise description of the audit firm’s capabilities
to satisfy the requirements of the request for proposals. While additional
data may be presented, the following subjects, items Nos. 2 through 8, must
be included. They represent the criteria against which the proposal will be
evaluated.
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2. Independence
The firm should provide an affirmative statement that it is independent of the
NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING
COUNCIL as defined by generally accepted auditing standards, the U.S.
General Accounting Office's Government Auditing Standards.
The firm also should provide an affirmative statement that it is independent
of all of the component units of the NORTH FRONT RANGE
TRANSPORTATION & AIR QUALITY PLANNING COUNCIL as defined by
those same standards, including the North Front Range Mobility
Alternatives.
The firm should also list and describe the firm's (or proposed
subcontractors') professional relationships involving the NORTH FRONT
RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL or any
of its boards, commissions, and agencies or component units and agencies,
including North Front Range Mobility Alternatives for the past five (5) years,
together with a statement explaining why such relationships do not constitute
a conflict of interest relative to performing the proposed audit.
In addition, the firm shall give the NORTH FRONT RANGE
TRANSPORTATION & AIR QUALITY PLANNING COUNCIL written notice
of any professional relationships entered into during the period of the
engagement.
3. License to Practice in Colorado
An affirmative statement should be included that the firm and all assigned
key professional staff are properly licensed to practice in Colorado.
4. Firm Qualifications and Experience
The audit firm should state the size of the firm, the size of the firm's
governmental audit staff, the location of the office from which the work on
this engagement is to be performed and the number and nature of the
professional staff to be employed in this engagement on a full-time basis and
the number and nature of the staff to be so employed on a part-time basis.
If the audit firm is a joint venture or consortium, the qualifications of each
firm comprising the joint venture or consortium should be separately
identified and the firm that is to serve as the principal auditor should be
noted, if applicable.
The firm is also required to submit a copy of the report on its most recent
external quality control review, with a statement whether that quality control
review included a review of specific government engagements.
The firm shall also provide information on the results of any federal or state
desk reviews or field reviews of its audits during the past three (3) years. In
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addition, the firm shall provide information on the circumstances and status
of any disciplinary action taken or pending against the firm during the past
three (3) years with state regulatory bodies or professional organizations.
5. Partner, Supervisory and Staff Qualifications and Experience
Identify the principal supervisory and management staff, including
engagement partners, managers, other supervisors and specialists, who
would be assigned to the engagement. Indicate whether each such person
is registered or licensed to practice as a certified public accountant in
Colorado. Provide information on the government auditing experience of
each person, including information on relevant continuing professional
education for the past three (3) years and membership in professional
organizations relevant to the performance of this audit.
Provide as much information as possible regarding the number,
qualifications, experience and training, including relevant continuing
professional education, of the specific staff to be assigned to this
engagement. Indicate how the quality of staff over the term of the
agreement will be assured. Indicate how all levels of staff keep "current" in
their knowledge of governmental accounting, auditing, and financial
reporting as well as federal and state laws and regulations which may have
a financial impact on the MPO.
Engagement partners, managers, other supervisory staff and specialists
may be changed if those personnel leave the firm, are promoted or are
assigned to another office. These personnel may also be changed for other
reasons with the express prior written permission of the MPO. However, in
either case, the MPO retains the right to approve or reject replacements.
Consultants and firm specialists mentioned in response to this request for
proposal can only be changed with the express prior written permission of
the MPO, which retains the right to approve or reject replacements.
Other audit personnel may be changed at the discretion of the proposer
provided that replacements have substantially the same or better
qualifications or experience.
6. Similar Engagements With Other Government Entities
For the firm's office that will be assigned responsibility for the audit, list the
most significant engagements (maximum - 5) performed in the last five years
that are similar to the engagement described in this request for proposals.
These engagements should be ranked on the basis of total staff hours.
Indicate the scope of work, date, engagement partner(s), total hours, and the
name and telephone number of the principal client contact. Indicate whether
or not a single audit was involved.
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A description of other governmental engagements performed by the local
office in the past five years may be included as a supplementary schedule in
the proposal.
7. Specific Audit Approach
The proposal should set forth a work plan, including an explanation of the
audit methodology to be followed, to perform the services required in Section
II of this request for proposal.
Audit firms submitting proposals will be required to provide the following
information on their audit approach:
a. How you envision understanding and auditing various major
segments of the MPO's accounting system including, but not limited
to cash, investments, receivables, fixed assets, long-term debt,
payroll, revenues, and expenditures.
b. Level of staff and number of hours to be assigned to each proposed
segment of the engagement.
c. Sample size and the extent to which statistical sampling is to be
used in the engagement.
d. Extent of use of EDP software by the firm in the engagement.
e. Type and extent of analytical procedures to be used in the
engagement.
f. Approach to be taken to gain and document an understanding of the
MPO internal control structure
g. Approach to be taken in determining laws and regulations that will be
subject to audit test work
h. Approach to be taken in drawing audit samples for purposes of tests
of compliance
8. Identification of Anticipated Potential Audit Problems
The proposal should identify and describe any anticipated potential audit
problems, the firm's approach to resolving these problems and any special
assistance that will be requested from the MPO.
C. Dollar Cost Bid
1. Total All-Inclusive Maximum Price
The dollar cost bid should contain all pricing information relative to
16
performing the audit engagement as described in this request for proposal.
The total all-inclusive maximum price to be bid is to contain all direct and
indirect costs including all out-of-pocket expenses.
The NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY
PLANNING COUNCIL will not be responsible for expenses incurred in
preparing and submitting the technical proposal or the dollar cost bid. Such
costs should not be included in the proposal.
The first page of the dollar cost bid should include the following information:
a. Name of Firm
b. Certification that the person signing the proposal is entitled to
represent the firm, empowered to submit the bid, and authorized to
sign a contract with the NORTH FRONT RANGE
TRANSPORTATION & AIR QUALITY PLANNING COUNCIL.
c. A Total All-Inclusive Maximum Price for the 2004 audit engagement.
2. Rates by Partner, Specialist, Supervisory and staff level times hours
anticipated for each.
The second page of the dollar cost bid should include a schedule of
professional fees and expenses, presented in the format provided in the
attachment (Appendix A), that supports the total all-inclusive maximum price
of performing the 2004 audit. The cost of additional services described in
Appendix F of this request for proposal should be the third page of the dollar
cost bid utilizing the format provided in the attachment (Appendix B).
3. Rates for Other Professional Services
If it should become necessary for the NORTH FRONT RANGE
TRANSPORTATION & AIR QUALITY PLANNING COUNCIL to request the
auditor to render any other services not specified or requested in this RFP
then such other work shall be performed only if set forth in an addendum to
the contract between the NORTH FRONT RANGE TRANSPORTATION &
AIR QUALITY PLANNING COUNCIL and the firm. Any such additional work
agreed to between the NORTH FRONT RANGE TRANSPORTATION & AIR
QUALITY PLANNING COUNCIL and the firm shall be performed at the rates
set forth in the schedule of fees and expenses included in the dollar cost bid
indicated using the format in Appendix C. This should be the fourth page of
the dollar cost bid.
4. Manner of Payment
Progress payments will be made on the basis of hours of work completed
during the course of the engagement and out-of-pocket expenses incurred in
accordance with the firm's dollar cost bid proposal. Interim billing shall cover
17
a period of not less than a calendar month. Ten percent (10%) will be
withheld from each billing pending delivery of the firm's final reports.
VII. EVALUATION PROCEDURES
Firms will be evaluated using the criteria enumerated below. These criteria will be the basis
for review of the written proposals as well as the oral interviews.
The rating scale shall be from 1 to 5 for each criterion, with 1 being a poor rating, 3 being an
average rating, and 5 being an outstanding rating. Each criterion also has a weighting
factor as disclosed below.
A. Review of Proposals
A Staff Committee will use the point formula during the review process to score
proposals. Each member of the Staff Committee will first score each proposal by
each of the criteria described in Section B below.
B. Evaluation Criteria
Proposals are evaluated using three sets of criteria. Firms meeting the mandatory
criteria (section 1 below) will have their proposals evaluated and scored for both
technical qualifications (section 2) and price. The following represent the principal
selection criteria which are considered during the evaluation process.
1. Mandatory Elements
a. The audit firm is independent and licensed to practice in Colorado.
b. The firm has no conflict of interest with regard to any other work
performed by the firm for the North Front Range Transportation & Air
Quality Planning Council.
c. The firm adheres to the instructions in the request for proposal on
preparing and submitting the proposal.
d. The firm submits a copy of its last external quality control review
report and the firm has a record of quality audit work.
2. Technical Quality
a. Firm capability--weighting factor = 3.0
i. The firm's past experience and performance on comparable
government or MPO engagements.
ii. The firm's experience in performing Single Audit
engagements.
18
iii. The firm's experience and performance in providing timely
and relevant management comments and advice to
governing boards and staff of similar governmental entities.
b. Assigned personnel--weighting factor = 2.0
i. The quality of the firm's professional personnel to be
assigned to the engagement and the quality of the firm's
management support personnel to be available for technical
consultation.
c. Scope of Proposal--weighting factor = 2.0
i. Adequacy of proposed staffing plan for various segments of
the engagement.
ii. Adequacy of sampling techniques.
iii. Adequacy of analytical procedures.
iv. Understanding of the objectives of the audit, including
supplemental work to be completed.
d. Availability--weighting factor = 1.0
i. Adequacy of proposed timing of completing all steps involved
in the engagement.
ii. Availability of the firm's staff to consult with the MPO on
finance-related matters.
e. Motivation--weighting factor = 1.0
i. Interest in completing the work in an effective, efficient, and
timely manner.
3. Price and work hours--weighting factor = 2.0
C. Firms to be Interviewed
After proposals are evaluated, the Staff Committee will develop a list of three firms
to be interviewed based on the total point evaluation.
D. Background Check
A detailed background check will be made of all firms to be interviewed. This will
include contact with the Colorado Society of CPAs, Colorado State Board of
Accountancy, and references listed in the proposal. In addition, the firm may be
contacted regarding other matters of significance noted in the proposal. The results
19
of the background check are utilized by the Audit Selection Committee in ranking the
firms during the oral presentation process.
E. Oral Presentations
During the evaluation process, oral presentations are made. Such presentations will
provide firms with an opportunity to answer any questions the Audit Selection
Committee may have on a firm's proposal. During the interviews, the Audit
Selection Committee will assign points to the various technical and cost criteria
described above. Please note: Firms selected for interviews should clear their
calendars for interviews beginning at 9:00 a.m., October 20, 2004, to meet with the
Audit Selection Committee. Interviewed firms should be prepared to bring key staff
at all levels to the interview.
F. Final Selection
Rankings will be done by the Audit Selection Committee during the oral
presentations and the firm with the top score will be selected.
Following notification of the firm selected, it is expected a contract will be executed
between both parties by November 10, 2004.
G. Right to Reject Proposals
Submission of a proposal indicates acceptance by the firm of the conditions
contained in this request for proposal unless clearly and specifically noted in the
proposal submitted and confirmed in the contract between the NORTH FRONT
RANGE TRANSPORTATION & AIR QUALITY PLANNING COUNCIL and the firm
selected.
The NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING
COUNCIL reserves the right without prejudice to reject any or all proposals.
20
APPENDICES
A. Format for Schedule of Professional Fees and Expenses to Support the Total All-
Inclusive Maximum Price
B. Format for Schedule of Professional Fees and Expenses for Additional Services
Described in Appendix F
C. Format for Schedule of Professional Fees and Expenses for Additional Services Not
Specified in Appendix F
D. Prior Year's Audit Fees
E. Scope of Services
F. Additional Services
G. Services Agreement
21
APPENDIX A
Page 1
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES
FOR THE AUDITS OF THE 2004 NORTH FRONT RANGE MPO FINANCIAL STATEMENTS
AND RELATED 2004 SINGLE AUDITS
Standard Quoted
Hourly Hourly
Hours Rates Rates Total
Partners _____ _____ _____ _____
Managers _____ _____ _____ _____
Supervisory
staff _____ _____ _____ _____
Staff _____ _____ _____ _____
Other (specify): _____ _____ _____ _____
Subtotal _____ _____ _____ _____
Out-of-pocket expenses:
Meals and lodging ______
Transportation ______
Other (specify): ______
Total all-inclusive maximum price for 2004 audit ______
22
APPENDIX B
Page 1
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES
FOR ADDITIONAL SERVICES
(SERVICES ARE DESCRIBED IN RFP APPENDIX F)
Maximum
All-Inclusive
Nature of Service To Be Provided Total Price
2004 Audits of North Front Range MPO* _______
2005 Audits of North Front Range MPO* _______
2006 Audits of North Front Range MPO* _______
2007 Audits of North Front Range MPO* _______
2008 Audits of North Front Range MPO* _______
* Including Single Audits for the North Front Range MPO.
23
Appendix C
Page 1
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES
FOR ADDITIONAL SERVICES NOT SPECIFIED IN APPENDIX F:
Standard Quoted
Hourly Hourly
Rates Rates
Partners ________ ________
Managers ________ ________
Supervisory Staff ________ ________
Staff ________ ________
Other (specify): ________ ________
Out-of-pocket expenses: _______
Meals and lodging (amount per person per day) _______
Transportation (cents-per-mile) _______
Other (specify): _______
This schedule should reflect the hourly rates for any additional work outside the scope of this RFP if
the MPO requests it.
24
Appendix D
Page 1
PRIOR YEARS' AUDIT FEES
Fees paid for the performance of the past five year's audits are as follows:
1999 audit n/a – audited as part of the City of Fort Collins
2000 audit n/a – audited as part of the City of Fort Collins
2001 audit n/a – audited as part of the City of Fort Collins
2002 audit n/a – audited as part of the City of Fort Collins
2003 audit ** $6,000
Included in the scope of these audits were the audits of the financial statements and the MPO’s
Single Audit.
** Figure represents being a first-year audit as well as charges for implementing Governmental
Accounting Standards Board Statement #34
25
Appendix E
Page 1
SCOPE OF SERVICES
In connection with, and as part of, the audit engagement, the MPO has determined specific
inquiries, procedures, and reports to be completed by the auditor which extend beyond those
required in a financial audit. Such procedures will be performed as a part of each audit
engagement and appropriate reports (management letters) submitted to the North Front Range
MPO containing such information as is necessary to inform the MPO Council about these matters.
1. Provide hourly rate schedule to be used for these services.
2. Provide a briefing on new statutes or regulations which may have a significant financial
impact on the MPO.
3. Provide highlights of areas in which the MPO is managing its financial affairs well.
a. Indicate notable accomplishments such as the fact that there have been no audit
adjustments made.
4. Provide highlights of areas in which the MPO could improve its financial management.
a. If there are areas of concern which management is already addressing, say so.
b. Point out inefficiencies noted.
c. Point out problems; recommend solutions.
d. Provide a synopsis of the three most important financial matters which the MPO
needs to address in the coming year.
5. Provide a briefing on the potential impact of new or proposed GASB pronouncements on
the MPO's operations and financial statements. Also point out new auditing standards
which may affect the MPO.
6. Update the progress of previous management letters to the Audit Committee and/or Council.
7. In a separate letter, indicate reportable conditions and material instances of noncompliance
required by generally accepted auditing standards.
26
Appendix F
Page 1
ADDITIONAL SERVICES
1. As stated in Section I B of the RFP, the MPO intends that the term of its engagement with
the selected firm will be five years, subject to an annual review and recommendation of the
Audit Committee. Firms should include in their proposal an all-inclusive maximum price for
the audit of each of the subsequent four years using the form provided in Appendix B.
27
Appendix G
Page 1
SERVICES AGREEMENT
Attached is a copy of the MPO's standard Services Agreement. The firm selected in this RFP
process should expect to sign a similar agreement, modified for the particulars of the audit and this
RFP in order to complete the auditor selection process.
1
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE NORTH FRONT RANGE TRANSPORTATION & AIR QUALITY PLANNING
COUNCIL, COLORADO, a body politic and corporate, hereinafter referred to as the "MPO" and
_____, [insert either a corporation, a partnership or an individual, doing business as____________],
hereinafter referred to as "Professional".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Scope of Services. The Professional agrees to provide services in accordance with
the scope of services attached hereto as Exhibit "A", consisting of _____ (_____) page[s], and
incorporated herein by this reference.
2. The Work Schedule. [Optional] The services to be performed pursuant to this
Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit
"B", consisting of _____ (_____) page[s], and incorporated herein by this reference.
3. Contract Period. This Agreement shall commence ________ ___, and shall continue
in full force and effect until ________ ___, unless sooner terminated as herein provided. In
addition, at the option of the MPO, the Agreement may be extended for additional one year periods
not to exceed ___ (_) additional one year periods. Written notice of renewal shall be provided to the
Service Provider and mailed no later than ninety (90) days prior to contract end.
4. Early Termination by MPO. Notwithstanding the time periods contained herein, the
MPO may terminate this Agreement at any time without cause by providing written notice of
termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the
termination date contained in said notice unless otherwise agreed in writing by the parties.
All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent
2
to the following addresses:
Professional:
MPO:
North Front Range MPO
Attn: Gayle Foos
235 Mathews Street
Fort Collins, CO 80524
With Copy to:
City of Ft. Collins - Purchasing
Attn: James O’Neill
PO Box 580
Fort Collins, CO 80522
In the event of any such early termination by the MPO, the Professional shall be paid for services
rendered prior to the date of termination, subject only to the satisfactory performance of the
Professional's obligations under this Agreement. Such payment shall be the Professional's sole right
and remedy for such termination.
5. Design, Project Indemnity and Insurance Responsibility. The Professional shall be
responsible for the professional quality, technical accuracy, timely completion and the coordination
of all services rendered by the Professional, including but not limited to designs, plans, reports,
specifications, and drawings and shall, without additional compensation, promptly remedy and
correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and
hold harmless the MPO, its officers and employees in accordance with Colorado law, from all
damages whatsoever claimed by third parties against the MPO; and for the MPO's costs and
reasonable attorneys fees, arising directly or indirectly out of the Professional's performance of any
of the services furnished under this Agreement. The Professional shall maintain commercial
general liability insurance in the amount of $500,000 combined single limits, and errors and
omissions insurance in the amount of ___________.
6. Compensation. [Use this paragraph or Option 1 below.] In consideration of the
services to be performed pursuant to this Agreement, the MPO agrees to pay Professional a fixed
fee in the amount of _____ ($_____) plus reimbursable direct costs. All such fees and costs shall
not exceed _____ ($_____). Monthly partial payments based upon the Professional's billings and
itemized statements are permissible. The amounts of all such partial payments shall be based upon
the Professional's MPO-verified progress in completing the services to be performed pursuant
3
hereto and upon the MPO's approval of the Professional's actual reimbursable expenses. Final
payment shall be made following acceptance of the work by the MPO. Upon final payment, all
designs, plans, reports, specifications, drawings, and other services rendered by the Professional
shall become the sole property of the MPO.
6. Compensation. [Option 1] In consideration of the services to be performed pursuant
to this Agreement, the MPO agrees to pay Professional on a time and reimbursable direct cost
basis according to the following schedule:
Hourly billing rates: _____
Reimbursable direct costs: _____
with maximum compensation (for both Professional's time and reimbursable direct costs) not to
exceed _____ ($_____). Monthly partial payments based upon the Professional's billings and
itemized statements of reimbursable direct costs are permissible. The amounts of all such partial
payments shall be based upon the Professional's MPO-verified progress in completing the services
to be performed pursuant hereto and upon the MPO's approval of the Professional's reimbursable
direct costs. Final payment shall be made following acceptance of the work by the MPO. Upon
final payment, all designs, plans, reports, specifications, drawings and other services rendered by
the Professional shall become the sole property of the MPO.
7. MPO Representative. The MPO will designate, prior to commencement of work, its
project representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the project. All requests for contract interpretations, change
orders, and other clarification or instruction shall be directed to the MPO Representative.
8. Project Drawings. [Optional] Upon conclusion of the project and before final
payment, the Professional shall provide the MPO with reproducible drawings of the project
containing accurate information on the project as constructed. Drawings shall be of archival quality,
prepared on stable mylar base material using a non-fading process to prove for long storage and
high quality reproduction.
4
9. Monthly Report. Commencing thirty (30) days after the date of execution of this
Agreement and every thirty (30) days thereafter, Professional is required to provide the MPO
Representative with a written report of the status of the work with respect to the Scope of Services,
Work Schedule, and other material information. Failure to provide any required monthly report may,
at the option of the MPO, suspend the processing of any partial payment request.
10. Independent Contractor. The services to be performed by Professional are those of
an independent contractor and not of an employee of the North Front Range Transportation & Air
Quality Planning Council. The MPO shall not be responsible for withholding any portion of
Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other
taxes or benefits or for any other purpose.
11. Personal Services. It is understood that the MPO enters into this Agreement based
on the special abilities of the Professional and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Professional shall neither assign any
responsibilities nor delegate any duties arising under this Agreement without the prior written
consent of the MPO.
12. Acceptance Not Waiver. The MPO's approval of drawings, designs, plans,
specifications, reports, and incidental work or materials furnished hereunder shall not in any way
relieve the Professional of responsibility for the quality or technical accuracy of the work. The
MPO's approval or acceptance of, or payment for, any of the services shall not be construed to
operate as a waiver of any rights or benefits provided to the MPO under this Agreement.
13. Default. Each and every term and condition hereof shall be deemed to be a material
element of this Agreement. In the event either party should fail or refuse to perform according to the
terms of this agreement, such party may be declared in default.
14. Remedies. In the event a party has been declared in default, such defaulting party
shall be allowed a period of ten (10) days within which to cure said default. In the event the default
remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek
5
damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail
himself of any other remedy at law or equity. If the non-defaulting party commences legal or
equitable actions against the defaulting party, the defaulting party shall be liable to the
non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred
because of the default.
15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers, employees,
agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal
representatives, successors and assigns of said parties.
16. Law/Severability. The laws of the State of Colorado shall govern the construction,
interpretation, execution and enforcement of this Agreement. In the event any provision of this
Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision of this Agreement.
6
17. Special Provisions. [Optional] Special provisions or conditions relating to the
services to be performed pursuant to this Agreement are set forth in Exhibit "_", consisting of _____
(_____) page[s], attached hereto and incorporated herein by this reference.
THE NORTH FRONT RANGE TRANSPORTATION & AIR
QUALITY PLANNING COUNCIL, COLORADO
By: _________________________________
Cliff Davidson
Executive Director
By: _________________________________
James B. O'Neill II, CPPO, FNIGP
Director of Purchasing & Risk Management
City of Fort Collins
DATE: ______________________________
ATTEST:
_________________________________
North Front Range MPO Office Manager
[Insert Professional's name] or
[Insert Partnership Name] or
[Insert individual's name]
Doing business as ____[insert name of business]
By: __________________________________
Title: _______________________________
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: _______________________________
ATTEST:
_________________________________ (Corporate Seal)
Corporate Secretary
Page 1 Federal Requirements
EXHIBIT "__" - FEDERAL REQUIREMENTS
TABLE OF CONTENTS
LOBBYING ................................................................................................................................... 2
ACCESS TO RECORDS AND REPORTS ................................................................................... 2
FEDERAL CHANGES .................................................................................................................. 3
CONTRACT WORK HOURS AND SAFETY STANDARDS ACT................................................. 3
NO GOVERNMENT OBLIGATION TO THIRD PARTIES ............................................................ 7
PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS ........................................ 8
AND RELATED ACTS.................................................................................................................. 8
TERMINATION............................................................................................................................. 8
GOVERNMENTWIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT)................. 11
PRIVACY ACT............................................................................................................................ 12
CIVIL RIGHTS REQUIREMENTS .............................................................................................. 13
PATENT AND RIGHTS IN DATA ............................................................................................... 14
DISADVANTAGED BUSINESS ENTERPRISE (DBE) ............................................................... 17
INTERESTS OF MEMBERS OF OR DELEGATES TO CONGRESS ........................................ 19
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS ...................... 19
Page 2 Federal Requirements
LOBBYING
31 U.S.C. 135249 CFR Part 1949 CFR Part 20
Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure
Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. 1601, et seq.]
- Contractors who apply or bid for an award of $100,000 or more shall file the certification required
by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing
or attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose
the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying
contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award
covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient.
ACCESS TO RECORDS AND REPORTS
49 U.S.C. 5325 18 CFR 18.36 49 CFR.633.17Access to Records - The following access to
records requirements apply to this Contract:
1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a
subgrantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor agrees to
provide the Purchaser, the FTA Administrator, the Comptroller General of the Unites States or any
of their authorized representatives access to any books, documents, papers and records of the
Contractor which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17
to provide the FTA Administrator or his authorized representatives including any PMO Contractor
access to Contractor's records and construction sites pertaining to a major capital project, defined
at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs
described at 49 U.S.C. 5307, 5309 or 5311.
2. Where the Purchaser enters into a negotiated contract for other than a small purchase or under
the simplified acquisition threshold and is an institution of higher education, a hospital or other
non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in
accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator,
the Comptroller General of the Unites States or any of their duly authorized representatives with
access to any books, documents, papers and record of the Contractor which are directly pertinent
to this contract for the purposes of making audits, examinations, excerpts and transcriptions.
3. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in
accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement
(defined at 49 U.S.C. 5302(a)(1) through other than competitive bidding, the Contractor shall make
available records related to the contract to the Purchaser, the Secretary of Transportation and the
Comptroller General or any authorized officer or employee of any of them for the purposes of
conducting an audit and inspection.
4. The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
5. The Contractor agrees to maintain all books, records, accounts and reports required under this
contract for a period of not less than three years after the date of termination or expiration of this
Page 3 Federal Requirements
contract, except in the event of litigation or settlement of claims arising from the performance of
this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA
Administrator, the Comptroller General, or any of their duly authorized representatives, have
disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR
18.39(i)(11).
FEDERAL CHANGES
49 CFR Part 18
Federal Changes - Contractor shall at all times comply with all applicable FTA regulations,
policies, procedures and directives, including without limitation those listed directly or by reference
in the Agreement (Form FTA MA (2) dated October, 1995) between Purchaser and FTA, as they
may be amended or promulgated from time to time during the term of this contract. Contractor's
failure to so comply shall constitute a material breach of this contract.
CONTRACT WORK HOURS AND SAFETY STANDARDS ACT 40 U.S.C.? 827 -333 (1995)
29 C.F.R. 5 (1995)
29 C.F.R. 1926 (1995)
Pursuant to Section 102 (Overtime):
(1) Overtime requirements - No contractor or subcontractor contracting for any part of the
contract work which may require or involve the employment of laborers or mechanics shall require
or permit any such laborer or mechanic in any workweek in which he or she is employed on such
work to work in excess of forty hours in such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic rate of pay for all hours
worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the
clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible
therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall
be liable to the United States for liquidated damages. Such liquidated damages shall be computed
with respect to each individual laborer or mechanic, including watchmen and guards, employed in
violation of the clause set forth in paragraph (1) of this section, in the sum of $ 10 for each calendar
day on which such individual was required or permitted to work in excess of the standard
workweek of forty hours without payment of the overtime wages required by the clause set forth in
paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages - The MPO shall upon its own action
or upon written request of an authorized representative of the Department of Labor withhold or
cause to be withheld, from any moneys payable on account of work performed by the contractor or
subcontractor under any such contract or any other Federal contract with the same prime
contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime contractor, such sums as may be determined to be
necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in paragraph (2) of this section.
(4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses
set forth in this section and also a clause requiring the subcontractors to include these clauses in
any lower tier subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in this section.
Page 4 Federal Requirements
(5) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be
maintained by the contractor during the course of the work and preserved for a period of three
years thereafter for all laborers and mechanics working at the site of the work (or under the United
States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development
of the project). Such records shall contain the name, address, and social security number of each
such worker, his or her correct classification, hourly rates of wages paid (including rates of
contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the
types described in section 1 (b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours
worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found
under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any
costs reasonably anticipated in providing benefits under a plan or program described in section 1
(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the
commitment to provide such benefits is enforceable, that the plan or program is financially
responsible, and that the plan or program has been communicated in writing to the laborers or
mechanics affected, and records which show the costs anticipated or the actual cost incurred in
providing such benefits. Contractors employing apprentices or trainees under approved programs
shall maintain written evidence of the registration of apprenticeship programs and certification of
trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates
prescribed in the applicable programs.
Section 107 (OSHA):
Contract Work Hours and Safety Standards Act
(i) The Contractor agrees to comply with section 107 of the Contract t Work Hours and Safety
Standards Act, 40 U.S.C. section 333, and applicable DOL regulations, " Safety and Health
Regulations for Construction " 29 C.F.R. Part 1926. Among other things, the Contractor agrees
that it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous
surroundings or working conditions.
(ii) Subcontracts - The Contractor also agrees to include the requirements of this section in each
subcontract. The term "subcontract" under this section is considered to refer to a person who
agrees to perform any part of the labor or material requirements of a contract for construction,
alteration or repair. A person who undertakes to perform a portion of a contract involving the
furnishing of supplies or materials will be considered a "subcontractor" under this section if the
work in question involves the performance of construction work and is to be performed: (1) directly
on or near the construction site, or (2) by the employer for the specific project on a customized
basis. Thus, a supplier of materials which will become an integral part of the construction is a
"subcontractor' if the supplier fabricates or assembles the goods or materials in question
specifically for the construction project and the work involved may be said to be construction
activity. If the goods or materials in question are ordinarily sold to other customers from regular
inventory, the supplier is not a "subcontractor." The requirements of this section do not apply to
contracts or subcontracts for the purchase of supplies or materials or articles normally available on
the open market.
If it is later determined by the MPO that the Contractor had an excusable reason for not performing,
such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the
Contractor, the MPO, after setting up a new delivery of performance schedule, may allow the
Contractor to continue work, or treat the termination as a termination for convenience.
c. Opportunity to Cure (General Provision) The MPO in its sole discretion may, in the case
Page 5 Federal Requirements
of a termination for breach or default, allow the Contractor [an appropriately short period of time] in
which to cure the defect. In such case, the notice of termination will state the time period in which
cure is permitted and other appropriate conditions.
If Contractor fails to remedy to the MPO' satisfaction the breach or default or any of the terms,
covenants, or conditions of this Contract within [ten (1 0) days] after receipt by Contractor or written
notice from the MPO setting forth the nature of said breach or default, the MPO shall have the right
to terminate the Contract without any further obligation to Contractor Any such termination for
default shall not in any way operate to preclude the MPO from also pursuing all available remedies
against Contractor and its sureties for said breach or default.
Waiver of Remedies for any Breach In the event that the MPO elects to waive its remedies for
any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the
MPO shall not limit the MPO' remedies for any succeeding breach of that or of any other term,
covenant, or condition of this Contract.
Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to
perform the services within the time specified in this contract or any extension or if the Contractor
fails to comply with any other provisions of this contract, the MPO may terminate this contract for
default. The MPO shall terminate by delivering to the Contractor a Notice of Termination specifying
the nature of the default. The Contractor will only be paid the contract price for supplies delivered
and accepted, or services performed in accordance with the manner or performance set forth in
this contract.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was
not in default, the rights and obligations of the parties shall be the same as if the termination had
been issued for the convenience of the Recipient.
f. Termination for Default (Transportation Services) If the Contractor fails to pick up the
commodities or to perform the services, including delivery services, within the time specified in this
contract or any extension or if the Contractor fails to comply with any other provisions of this
contract, the MPO may terminate this contract for default. The MPO shall terminate by delivering
to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only
be paid the contract price for services performed in accordance with the manner of performance
set forth in this contract.
If this contract is terminated while the Contractor has possession of Recipient goods, the
Contractor shall, upon direction of the MPO, protect and preserve the goods until surrendered to
the Recipient or its agent. The Contractor and the MPO shall agree on payment for the
preservation and protection of goods. Failure to agree on an amount will be resolved under the
Dispute clause.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was
not in default, the rights and obligations of the parties shall be the same as if the termination had
been issued for the convenience of the MPO.
g. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the
work or any separable part, with the diligence that will insure its completion within the time
specified in this contract or any extension or fails to complete the work within this time, or if the
Contractor fails to comply with any other provisions of this contract, the MPO may terminate this
contract for default. The MPO shall terminate by delivering to the Contractor a Notice of
Termination specifying the nature of the default. In this event, the Recipient may take over the
Page 6 Federal Requirements
work and compete it by contract or otherwise, and may take possession of and use any materials,
appliances, and plant on the work site necessary for completing the work. The Contractor and its
sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or
failure to complete the work within specified time, whether or not the Contractor's right to proceed
with the work is terminated. This liability includes any increased costs incurred by the Recipient in
completing the work.
The Contractor's right to proceed shall not be terminated nor the Contractor changed with
damages under this clause if-
1. the delay in completing the work arises from unforeseeable causes beyond the control and
without the fault or negligence of the Contractor. Examples of such causes include: acts of God,
acts of the Recipient, acts of another Contractor in the performance of a contract with the
Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and
2. the contractor, within [1 0] days from the beginning of any delay, notifies the MPO in writing of
the causes of delay. If in the judgment of the MPO, the delay is excusable, the time for completing
the work shall be extended. The judgment of the MPO shall be final and conclusive on the parties,
but subject to appeal under the Disputes clauses.
If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not
in default, or that the delay was excusable, the rights and obligations of the parties will be the same
as if the termination had been issued for the convenience of the Recipient.
h. Termination for Convenience or Default (Architect and Engineering) The MPO may
terminate this contract in whole or in part, for the Recipient's convenience or because of the failure
of the Contractor to fulfill the contract obligations. The MPO shall terminate by delivering to the
Contractor a Notice of Termination specifying the nature, extent, and effective date of the
termination. Upon receipt of the notice, the Contractor shall
(1) immediately discontinue all services affected (unless -the notice directs otherwise), and
deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries,
and other information and materials accumulated in performing this contract, whether completed or
in process.
If the termination is for the convenience of the Recipient, the Contracting Officer shall make an
equitable adjustment in the contract price but shall allow no anticipated profit on unperformed
services. If the termination is for failure of the Contractor to fulfill the contract obligations, the
Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any
additional cost incurred by the Recipient.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was
not in default, the rights and obligations of the parties shall be the same as if the termination had
been issued for the convenience of the Recipient.
Termination for Convenience of Default (Cost-Type Contracts) The MPO may terminate this
contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall
state whether the termination is for convenience of the MPO or for the default of the Contractor. If
the termination is for default, the notice shall state the manner in which the contractor has failed to
perform the requirements of the contract. The Contractor shall account for any property in its
possession paid for from funds received from the MPO, or property supplied to the Contractor by
Page 7 Federal Requirements
the MPO. If the termination is for default, the MPO may fix the fee, if the contract provides for a
fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of
termination. The Contractor shall promptly submit its termination claim to the MPO and the parties
shall negotiate the termination settlement to be paid the Contractor.
If the termination is for the convenience of the MPO, the Contractor shall be paid its contract close-
out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work
performed up to the time of termination.
If, after serving a notice of termination for default, the MPO determines that the Contractor has an
excusable reason for not performing, such as strike, fire, flood, events which are not the fault of
and are beyond the control of the contractor, the MPO, after setting up a new work schedule, may
allow the Contractor to continue work, or treat the termination as a termination for convenience.
NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal
Government.
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the Federal Government, the Federal
Government is not a party to this contract and shall not be subject to any obligations or liabilities to
the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to
any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or
in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be
modified, except to identify the subcontractor who will be subject to its provisions.
Page 8 Federal Requirements
PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
AND RELATED ACTS
31 U.S.C. 3801 et seq.
49 CFR Part 31 18 U.S.C. 1001
49 U.S.C. 5307
Program Fraud and False or Fraudulent Statements or Related Acts.
(1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act
of 1986, as amended, 31 U.S.C. 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the
underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying
contract or the FTA assisted project for which this contract work is being performed. In addition to
other penalties that may be applicable, the Contractor further acknowledges that if it makes, or
causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification,
the Federal Government reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.
(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious,
or fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance
originally awarded by FTA under the authority of 49 U.S.C. 5307, the Government reserves the
right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. 5307(n)(1) on the Contractor, to the
extent the Federal Government deems appropriate.
(3) The Contractor agrees to include the above two clauses in each subcontract financed in
whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall
not be modified, except to identify the subcontractor who will be subject to the provisions.
TERMINATION
49 U.S.C.Part 18
FTA Circular 4220.1 D
a. Termination for Convenience (General Provision) The MPO may terminate this contract,
in whole or in part, at any time by written notice to the Contractor when it is in the Government's
best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit
on work performed up to the time of termination. The Contractor shall promptly submit its
termination claim to the MPO to be paid the Contractor. If the Contractor has any property in its
possession belonging to the MPO, the Contractor will account for the same, and dispose of it in the
manner the MPO directs.
b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does
not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for
services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor
fails to comply with any other provisions of the contract, the MPO may terminate this contract for
default. Termination shall be effected by serving a notice of termination on the contractor setting
Page 9 Federal Requirements
forth the manner in which the Contractor is in default. The contractor will only be paid the contract
price for supplies delivered and accepted, or services performed in accordance with the manner of
performance set forth in the contract.
If it is later determined by the MPO that the Contractor had an excusable reason for not
performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the
control of the Contractor, the MPO, after setting up a new delivery of performance schedule, may
allow the Contractor to continue work, or treat the termination as a termination for convenience.
c. Opportunity to Cure (General Provision) The MPO in its sole discretion may, in the case
of a termination for breach or default, allow the Contractor [an appropriately short period of time] in
which to cure the defect. In such case, the notice of termination will state the time period in which
cure is permitted and other appropriate conditions.
If Contractor fails to remedy to the MPO' satisfaction the breach or default or any of the
terms, covenants, or conditions of this Contract within [ten (1 0) days] after receipt by Contractor or
written notice from the MPO setting forth the nature of said breach or default, the MPO shall have
the right to terminate the Contract without any further obligation to Contractor. Any such
termination for default shall not in any way operate to preclude the MPO from also pursuing all
available remedies against Contractor and its sureties for said breach or default.
d. Waiver of Remedies for any Breach In the event that the MPO elects to waive its
remedies for any breach by Contractor of any covenant, term or condition of this Contract, such
waiver by the MPO shall not limit the MPO' remedies for any succeeding breach of that or of any
other term, covenant, or condition of this Contract.
e. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies
or to perform the services within the time specified in this contract or any extension or if the
Contractor fails to comply with any other provisions of this contract, the MPO may terminate this
contract for default. The MPO shall terminate by delivering to the Contractor a Notice of
Termination specifying the nature of the default. The Contractor will only be paid the contract price
for supplies delivered and accepted, or services performed in accordance with the manner or
performance set forth in this contract.
If, after termination for failure to fulfill contract obligations, it is determined that the
Contractor was not in default, the rights and obligations of the parties shall be the same as if the
termination had been issued for the convenience of the Recipient.
f. Termination for Default (Transportation Services) If the Contractor fails to pick up the
commodities or to perform the services, including delivery services, within the time specified in this
contract or any extension or if the Contractor fails to comply with any other provisions of this
contract, the MPO may terminate this contract for default. The MPO shall terminate by delivering
to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only
be paid the contract price for services performed in accordance with the manner of performance
set forth in this contract.
If this contract is terminated while the Contractor has possession of Recipient goods, the
Contractor shall, upon direction of the MPO, protect and preserve the goods until surrendered to
the Recipient or its agent. The Contractor and the MPO shall agree on payment for the
preservation and protection of goods. Failure to agree on an amount will be resolved under the
Dispute clause.
Page 10 Federal
Requirements
If, after termination for failure to fulfill contract obligations, it is determined that the
Contractor was not in default, the rights and obligations of the parties shall be the same as if the
termination had been issued for the convenience of the MPO.
g. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the
work or any separable part, with the diligence that will insure its completion within the time
specified in this contract or any extension or fails to complete the work within this time, or if the
Contractor fails to comply with any other provisions of this contract, the MPO may terminate this
contract for default. The MPO shall terminate by delivering to the Contractor a Notice of
Termination specifying the nature of the default. In this event, the Recipient may take over the
work and compete it by contract or otherwise, and may take possession of and use any materials,
appliances, and plant on the work site necessary for completing the work. The Contractor and its
sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or
failure to complete the work within specified time, whether or not the Contractor's right to proceed
with the work is terminated. This liability includes any increased costs incurred by the Recipient in
completing the work.
The Contractor's right to proceed shall not be terminated nor the Contractor changed with
damages Under this clause if-
1. the delay in completing the work arises from unforeseeable causes beyond the control and
without the fault or negligence of the Contractor. Examples of such causes include: acts of God,
acts of the Recipient, acts of another Contractor in the performance of a contract with the
Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and
2. the contractor, within [10] days from the beginning of any delay, notifies the MPO in writing of
the causes of delay. If in the judgment of the MPO, the delay is excusable, the time for completing
the work shall be extended. The judgment of the MPO shall be final and conclusive on the parties,
but subject to appeal under the Disputes clauses.
If, after termination of the Contractor's right to proceed, it is determined that the Contractor
was not in default, or that the delay was excusable, the rights and obligations of the parties will be
the same as if the termination had been issued for the convenience of the Recipient.
h. Termination for Convenience or Default (Architect and Engineering) The MPO may
terminate this contract in whole or in part, for the Recipient's convenience or because of the failure
of the Contractor to fulfill the contract obligations. The MPO shall terminate by delivering to the
Contractor a Notice of Termination specifying the nature, extent, and effective date of the
termination. Upon receipt of the notice, the Contractor shall
(1) immediately discontinue all services affected (unless -the notice directs otherwise),
and
(2) deliver to the Contracting Officer all data, drawings, specifications, reports,
estimates, summaries, and other information and materials accumulated in performing this
contract, whether completed or in process.
If the termination is for the convenience of the Recipient, the Contracting Officer
shall make an Equitable adjustment in the contract price but shall allow no anticipated profit on
unperformed services.
Page 11 Federal
Requirements
If the termination is for failure of the Contractor to fulfill the contract obligations, the
Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any
additional cost incurred by the Recipient.
If, after termination for failure to fulfill contract obligations, it is determined that the
Contractor was not in default, the rights and obligations of the parties shall be the same as if the
termination had been issued for the convenience of the Recipient.
i. Termination for Convenience of Default (Cost-Type Contracts) The MPO may
terminate this contract, or any portion of it, by serving a notice or termination on the Contractor.
The notice shall state whether the termination is for convenience of the MPO or for the default of
the Contractor. If the termination is for default, the notice shall state the manner in which the
contractor has failed to perform the requirements of the contract. The Contractor shall account for
any property in its possession paid for from funds received from the MPO, or property supplied to
the Contractor by the MPO. If the termination is for default, the MPO may fix the fee, if the contract
provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up
to the time of termination. The Contractor shall promptly submit its termination claim to the MPO
and the parties shall negotiate the termination settlement to be paid the Contractor.
If the termination is for the convenience of the MPO, the Contractor shall be paid
its Contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to
the Work performed up to the time of termination.
If, after serving a notice of termination for default, the MPO determines that the
Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are
not the fault of and are beyond the control of the contractor, the MPO, after setting up a new work
schedule, may allow the Contractor to continue work, or treat the termination as a termination for
convenience.
GOVERNMENTWIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) 49 CFR Part
29
Executive Order 12549
Instructions for Certification
1. By signing and submitting this bid or proposal, the prospective lower tier
participant is providing the signed certification set out below .
2. The certification in this clause is a material representation of fact upon which
reliance was placed when this transaction was entered into. If it is later determined that the
prospective lower tier participant knowingly rendered an erroneous certification, in addition to other
remedies available to the Federal Government, the MPO may pursue available remedies, including
suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice to the
MPO if at any time the prospective lower tier participant learns that its certification was erroneous
when submitted or has become erroneous by reason of changed circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier
covered transaction," "participant," "persons," "lower tier covered transaction," "principal,"
"proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the
Page 12 Federal
Requirements
Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29].
You may contact the MPO for assistance in obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that,
should the proposed covered transaction be entered into, it shall not knowingly enter into any lower
tier covered transaction with a person who is debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless authorized in writing by
the MPO.
6. The prospective lower tier participant further agrees by submitting this proposal
that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and
Voluntary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier
covered transactions and in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or
voluntarily excluded from the covered transaction, unless it knows that the certification is
erroneous, A participant may decide the method and frequency by which it determines the eligibility
of its principals. Each participant may, but is not required to, check the Nonprocurement List
issued by U.S. General Service Administration.
8. Nothing contained in the foregoing shall be construed to require establishment of
system of records in order to render in good faith the certification required by this clause. The
knowledge and information of a participant is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
9. Except for transactions authorized under Paragraph 5 of these instructions, if a
participant in a covered transaction knowingly enters into a lower tier covered transaction with a
person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this
transaction, in addition to all remedies available to the Federal Government, the MPO may pursue
available remedies including suspension and/or debarment.
"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier
Covered Transaction"
(1) The prospective lower tier participant certifies, by submission of this bid or
proposal, that neither it nor its "principals" [as defined at 49 C.F.R. 29.105(p)] is presently
debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal department or agency.
(2) When the prospective lower tier participant is unable to certify to the statements in
this certification, such prospective participant shall attach an explanation to this proposal.
PRIVACY ACT
5 U.S.C. 552
When a grantee maintains files on drug and alcohol enforcement activities for FTA,
and those files are organized so that information could be retrieved by personal identifier, the
Privacy Act requirements apply to all contracts. The Federal Privacy Act requirements flow down
Page 13 Federal
Requirements
to each third party contractor and their contracts at every tier.
(1) The Contractor agrees to comply with, and assures the compliance of its
employees with, the information restrictions and other applicable requirements of the Privacy Act of
1974, 5 U.S.C. 552a. Among other things, the Contractor agrees to obtain the express consent of
the Federal Government before the Contractor or its employees operate a system of records on
behalf of the Federal Government. The Contractor understands that the requirements of the
Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those
individuals involved, and that failure to comply with the terms of the Privacy Act may result in
termination of the underlying contract.
(2) The Contractor also agrees to include these requirements in each subcontract to
administer any system of records on behalf of the Federal Government financed in whole or in part
with Federal assistance provided by FTA.
CIVIL RIGHTS REQUIREMENTS
29 U.S.C. 623, 42 U.S.C. 2000
42 U.S.C. 6102, 42 U.S.C. 12112
42 U.S.C. 12132, 49 U.S.C. 5332
29 CFR Part 1630, 41 CFR Parts 60 et seq.
Civil Rights - The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42
U.S.C. 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. 6102,
section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. 12132, and Federal transit
law at 49 U.S.C. 5332, the Contractor agrees that it will not discriminate against any employee or
applicant for employment because of race, color, creed, national origin, sex, age, or disability. In
addition, the Contractor agrees to comply with applicable Federal implementing regulations and
other implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity requirements
apply to the underlying contract:
(a) Race, Color, Creed,. National Origin, Sex - In accordance with Title VI I of the Civil Rights Act,
as amended, 42 U.S.C. 2000e, and Federal transit laws at 49 U.S.C. 5332, the Contractor agrees
to comply with all applicable equal employment opportunity requirements of U.S. Department of
Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et cet., (which implement
Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No.
11375, "Amending Executive Order 1 1 246 Relating to Equal Employment Opportunity," 42 U.S.C.
2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal
policies that may in the future affect construction activities undertaken in the course of the Project.
The Contractor agrees to take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, color, creed, national
origin, sex, or age. Such action shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship. In
addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
Page 14 Federal
Requirements
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as
amended, 29 U.S.C. 623 and Federal transit law at 49 U.S.C. 5332, the Contractor agrees to
refrain from discrimination against present and prospective employees for reason of age. In
addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 U.S.C. 12112, the Contractor agrees that it will comply with the requirements of U.S.
Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities. In addition, the Contractor agrees to comply with any implementing
requirements FTA may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed in
whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the
affected parties.
PATENT AND RIGHTS IN DATA
37 CFR Part 401
49 CFR Parts 18 and 19
The FTA patent clause is substantially similar to the text of 49 C.F.R. Part 19, Appendix A, Section
5, but the rights in data clause reflects FTA objectives. For patent rights, FT/k is governed by
Federal law and regulation. For data rights, the text on copyrights is insufficient to meet FTA's
purposes for awarding research grants. This model clause, with larger rights ,as a standard, is
proposed with the understanding that this standard could be modified to FTA's needs.
CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK.
A. Rights in Data - This following requirements apply to each contract involving experimental,
developmental or research work:
(1) The term "subject data" used in this clause means recorded information, whether or not
copyrighted, that is delivered or specified to be delivered under the contract. The term includes
graphic or pictorial delineation in media such as drawings or photographs; text in specifications or
related performance or design-type documents; machine forms such as punched cards, magnetic
tape, or computer memory printouts; and information retained in computer memory. Examples
include, but are not limited to: computer software, engineering drawings and associated lists,
specifications, standards, process sheets, manuals, technical reports, catalog item identifications,
and related information. The term "subject data" does not include financial reports, cost analyses,
and similar information incidental to contract administration.
(2) The following restrictions apply to all subject data first produced in the performance of the
contract to which this Attachment has been added:
(a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce
subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor
authorize others to do so, without the written consent of the Federal Government, until such time
as the Federal Government may have either released or approved the release of such data to the
public; this restriction on publication, however, does not apply to any contract with an academic
institution. (b) In accordance with 49 C.F.R. 18.34 and 49 C.F.R. 19.36, the Federal Government
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reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise
use, and to authorize others to use, for "Federal Government purposes," any subject data or
copyright described in subsections (2)(b)l and (2)(b)2 of this clause below. As used in the previous
sentence, "for Federal Government purposes," means use only for the direct purposes of the
Federal Government. Without the copyright owner's consent, the Federal Government may not
extend its Federal license to any other party.
1. Any subject data developed under that contract, whether or not a copyright has been
obtained; and
2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance
in whole or in part provided by FTA.
(c) When FTA awards Federal assistance for experimental, developmental, or research work, it
is FTA's general intention to increase transportation knowledge available to the public, rather than
to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA
determines otherwise, the Purchaser and the Contractor performing experimental, developmental,
or research work required by the underlying contract to which this Attachment is added agrees to
permit FTA to make available to the public, either FTA's license in the copyright to any subject data
developed in the course of that contract, or a copy of the subject data first produced under the
contract for which a copyright has not been obtained. If the experimental, developmental, or
research work, which is the subject of the underlying contract, is not completed for any reason
whatsoever, all data developed under that contract shall become subject data as defined in
subsection (a) of this clause and shall be delivered as the Federal Government may direct. This
subsection (c), however, does not apply to adaptations of automatic data processing equipment or
programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with
Federal assistance provided by FTA for transportation capital projects.
(d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser
and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its
officers, agents, and employees acting within the scope of their official duties against any liability,
including costs and expenses, resulting from any willful or intentional violation by the Purchaser or
Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication,
translation, reproduction, delivery, use, or disposition of any data furnished under that contract.
Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government
for any such liability arising out of the wrongful act of any employee, official, or agents of the
Federal Government.
(e) Nothing contained in this clause on rights in data shall imply a license to the Federal
Government under any patent or be construed as affecting the scope of any license or other right
otherwise granted to the Federal Government under any patent.
(f) Data developed by the Purchaser or Contractor and financed entirely without using Federal
assistance provided by the Federal Government that has been incorporated into work required by
the underlying contract to which this Attachment has been added is exempt from the requirements
of subsections (b), (c), and (d) of this clause, provided that the Purchaser or Contractor identifies
that data in writing at the time of delivery of the contract work.
(g) Unless FTA determines otherwise, the Contractor agrees to include these requirements in
each subcontract for experimental, developmental, or research work financed in whole or in part
with Federal assistance provided by FTA.
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(3) Unless the Federal Government later makes a contrary determination in writing, irrespective
of the Contractor's status (i.e., a large business, small business, state government or state
instrumentality, local government, nonprofit organization, institution of higher education, individual,
etc.), the Purchaser and the Contractor agree to take the necessary actions to provide, through
FTA, those rights in that invention due the Federal Government as described in U.S. Department of
Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business
Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401.
(4) The Contractor also agrees to include these requirements in each subcontract for
experimental, developmental, or research work financed in whole or in part with Federal assistance
provided by FTA.
B. Patent Rights - The following requirements apply to each contract involving experimental,
developmental, or research work:
(1) General - If any invention, improvement, or discovery is conceived or first actually reduced
to practice in the course of or under the contract to which this Attachment has been added, and
that invention, improvement, or discovery is patentable under the laws of the United States of
America or any foreign country, the Purchaser and Contractor agree to take actions necessary to
provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately
notified.
(2) Unless the Federal Government later makes a contrary determination in writing, irrespective
of the Contractor's status (a large business, small business, state government or state
instrumentality, local government, nonprofit organization, institution of higher education, individual),
the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA,
those rights in that invention due the Federal Government as described in U.S. Department of
Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business
Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401.
(3) The Contractor also agrees to include the requirements of this clause in each subcontract
for experimental, developmental, or research work financed in whole or in part with Federal
assistance provided by FTA.
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DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 23
DBE Policy- It is the policy of the Department of Transportation, hereinafter referred to as
DOT that Disadvantaged Business Enterprises, as defined in 49 CFR Part 23, shall have
the maximum opportunity to participate in the performance of contracts financed in whole
or in part with Federal funds under this Agreement. Consequently, the DBE requirements
of 49 CFR Part 23 apply to this agreement.
DBE Obligation - The grantees and its vendors agree to ensure that DBEs as defined in
409 CFR Part 23, have the maximum opportunity to participate in the performance of
contracts and subcontracts financed in whole or in part with Federal funds provided under
this Agreement. In this regard, all grantees and vendors shall take all necessary and
reasonable steps in accordance with 49 CFR Part 23 to ensure that the DBE have the
maximum opportunity and shall not discriminate on the basis of race, color, national origin,
or sex in the award and performance of DOT-assisted contracts.
Disadvantaged Business Enterprise Provision
1. The Federal Fiscal Year goal has been set by the MPO in an attempt to match projected
procurements with available qualified disadvantaged businesses. the MPO goals for budgeted
service contracts, bus parts, and other material and supplies for Disadvantaged Business
Enterprises have been established by the MPO as set forth by the Department of Transportation
Regulations 49 C.F.R. Part 23, March 31, 1980, and amended by Section 106(c) of the Surface
Transportation Assistance Act of 1987, and is considered pertinent to any contract resulting from
this request for proposal.
If a specific DBE goal is assigned to this contract, it will be clearly stated in the Special
Specifications, and if the contractor is found to have failed to exert sufficient, reasonable, and good
faith efforts to involve DBE's in the work provided, the MPO may declare the Contractor
noncompliant and in breach of contract. If a goal is not stated in the Special Specifications, it will
be understood that no specific goal is assigned to this contract.
(a) Policy - It is the policy of the Department of Transportation and the MPO that
Disadvantaged Business Enterprises, as defined in 49 CFR Part 23, and as amended in Section
106(c) of the Surface Transportation and Uniform Relocation Assistance Act of 1987, shall have
the maximum opportunity to participate in the performance of Contract financed in whole or in part
with federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR Part 23
and Section 106(c) of the STURAA of 1987, apply to this Contract.
The Contractor agrees to ensure that DBEs as defined in 49 CFR Part 23 and Section
106(c) of the STURAA of 1987, have the maximum opportunity to participate in the
whole or in part with federal funds provided under this Agreement. In this regard, the
Contractor shall take all necessary and reasonable steps in accordance with the
regulations to ensure that DBEs have the maximum opportunity to compete for and
perform subcontracts. The Contractor shall not discriminate on the basis of race, color,
national origin, religion, sex, age or physical handicap in the award and performance of
subcontracts.
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It is further the policy of the MPO to promote the development and increase the
participation of businesses owned and controlled by disadvantaged. DBE involvement
in all phases of the MPO procurement activities is encouraged.
(b) DBE obligation - The Contractor and its subcontractors agree to ensure that disadvantaged
businesses have the maximum opportunity to participate in the performance of contracts and
subcontracts financed in whole or in part with federal funds provided under the Agreement. In that
regard, all Contractors and subcontractors shall take all necessary and reasonable steps in
accordance with 49 CFR Part 23 as amended, to ensure that minority business enterprises have
the maximum opportunity to compete for and perform contracts.
(c) Where the Contractor is found to have failed to exert sufficient reasonable and good faith
efforts to involve DBE's in the work provided, the MPO may declare the contractor noncompliant
and in breach of contract.
(d) The Contractor will keep records and documents for a reasonable time following
performance of this contract to indicate compliance with the MPO DBE program. These records
and documents will be made available at reasonable times and places for inspection by any
authorized representative of the MPO and will be submitted to the MPO upon request.
(e) The MPO will provide affirmative assistance as may be reasonable and necessary to assist
the prime contractor in implementing their programs for DBE participation. The assistance may
include the following upon request:
* Identification of qualified DBE
* Available listing of Minority Assistance Agencies
* Holding bid conferences to emphasize requirements
2. DBE Program Definitions, as used in the contract:
(a) Disadvantaged business "means a small business concern":
i. Which is at least 51 percent owned by one or more socially and economically
disadvantaged individuals, or, in the case of any publicly owned business, at least 51 percent of
the stock of which is owned by one or more socially and economically disadvantaged individuals;
and
ii. Whose management and daily business operations are controlled by one or more of the
socially and economically disadvantaged individuals who own it. or
iii. Which is at least 51 percent owned by one or more women individuals, or in the case of any
publicly owned business, at least 51 % of the stock of which is owned by one or more women
individuals; and
iv. Whose management and daily business operations are controlled by one or more women
individuals who own it.
(b) "Small business concern" means a small business as defined by Section 3 of the Small
Business Act and Appendix B - (Section 106(c)) Determinations of Business Size.
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(c) "Socially and economically disadvantaged individuals" means those individuals who are
citizens of the United States (or lawfully admitted permanent residents) and States (or lawfully
admitted permanent residents) and who are black Americans, Hispanic Americans, Native
Americans, Asian-Pacific Americans, Asian-Indian Americans, or women, and any other minorities
or individuals found to be disadvantaged by the Small Business Administration pursuant to section
8(a) of the Small Business Act.
i. "Black Americans", which includes persons having origins in any of the Black racial groups
of Africa;
ii. "Hispanic Americans", which includes persons of Mexican, Puerto Rican, Cuba, Central or
South American, or other Spanish or Portuguese culture or origin, regardless of race;
iii. "Native Americans', which includes persons who are American Indians, Eskimos, Aleuts, or
Native Hawaiians;
iv. "Asian-Pacific Americans", which includes persons whose origins are from Japan, China,
Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S. Trust
Territories of Pacific, and the Northern Marianas;
v. "Asian-Indian Americans", which includes persons whose origins are from India, Pakistan,
and Bangladesh.
INTERESTS OF MEMBERS OF OR DELEGATES TO CONGRESS
No member of or delegate to the Congress of the United States shall be admitted to
any share or part of this Agreement or to any benefit arising therefrom.
PROHIBITED INTEREST
No employee, officer, or agent of the grantee shall participate in selection, or in the
award or administration of a contract if a conflict of interest, real or apparent, would be
involved. Such conflict would arise when:
The employee, officer or agent; any member of his immediate family; his or her partner; or an
organization which employs, or is about to employ, has a financial or other interest in the firm
selected for award. The grantee's officers, employees, or agents shall neither solicit nor accept
gratuities, favors or anything of monetary value from contractors, potential contractors, or parties of
subagreements.
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
FTA Circular 4220.ID
Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions
include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly
set forth in the preceding contract provisions. All contractual provisions required by DOT, as set
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forth in FTA Circular 4220.1 D, dated April 15, 1996, are hereby incorporated by reference.
Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to
control in the event of a conflict with other provisions contained in this Agreement. The Contractor
shall not perform any act, fail to perform any act, or refuse to comply with any the MPO requests
which would cause the MPO to be in violation of the FTA terms and conditions.