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HomeMy WebLinkAboutPACIFIC INTERMEDIA - CONTRACT - RFP - P934 WEBSITE DESIGN SERVICESPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (MPO) hereinafter referred to as the "MPO" and Pacific Intermedia, Inc., a corporation, hereinafter referred to as "Professional". W ITNESSETH: 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 here to as Exhibit "A", consisting of seven (7) pages, and incorporated herein by this reference. 2. The Work Schedule. 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 one (1) page, and incorporated herein by this reference. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within fourteen (14) days following execution of this Agreement. Services shall be completed no later than September 30, 2004. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. 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 to the following addresses: 1 DELIVERABLES•HOURS Requirements Consultant shall gather information about user This task includes 28 Specification requirements, application requirements, existing meetings with Client SMEs, and new data structures, and external interfaces. with appropriate interim Information shall be gathered via meetings with reviews and a sign -off I Client subject matter experts (SMEs) and cycle. j examination of existing code and systems. The resultant specification shall include: - functional (end -user and administrative -user) requirements - technical requirements j - logical architecture requirements - physical architecture requirements j Tools: MS WORD Project Plan Consultant shall produce a final project plan This task includes a sign- 8 based on the requirements discovery. off review cycle. Tools: MS Project Subtotal 36 DELIVERABLESTASKS NOTESHOURS Front -End End User Consultant shall develop storyboards for the This task includes interim 15 Storyboard end -user web interface based the functional reviews and storyboard requirements. Consultant shall present walkthroughs by Client. storyboards to Client for review and input throughout the development process. Tools: MS Visio or PowerPoint Visual Design Consultant shall develop look and feel page This task includes interim 33 templates and messaging for Client review. At reviews and a sign -off review least three design directions shall be provided. cycle. Once a direction is selected, Consultant shall develop a design style guide and color palette. Tools: MS WORD, Adobe Photosho HTML Prototype Consultant shall develop an HTML prototype of This includes client review 26 and Testing the user interface that can be reviewed by and sign -off. Consultant as Client stakeholders and focus groups. The an optional expense can prototype shall represent the options presented handle full focus group to an external user, but actual functionality will testing. { be limited to static "canned" responses. The prototype will not interface with any databases, but will show the 'look and feel' and usage flow of the final system. Tools: HTML Subtotal 74 10 DELIVERABLES TASKS NOTESHOURS Back -End Design Model Consultant shall develop and document the design This includes an interim 20 model for the system. This includes object definition review and a sign -off cycle. for any database creationfintegration. Tools: MS WORD and/or Visio Data Model Consultant shall design and document the data This includes a sign -off 13 model and content management system (CMS) review cycle. application. Tools: MS Visio Test Plan Consultant shall specify testing methodologies and This includes a sign -off 10 design a Test Plan for the system. This plan shall review cycle. outline steps at each of these testing phases: CIA (alpha) and Acceptance (beta). This plan must be accepted via sign -off by Client. Tools: MS WORD Training Plan Consultant shall develop outlines for the This includes a sign -off 5 administrative user guide, and provide them to Client review cycle. for review. Tools: MS WORD Subtotal 48 DELIVTASKS ERABLES NOTES Code Releases Consultant shall construct databases as needed. These are internal reviews. 40 and Reviews Consultant shall integrate third -party software/hardware products, and customize as needed. Consultant shall integrate external systems and data as needed. Consultant shall develop, unit test and integrate logical and application components. Consultant shall develop, unit test and integrate presentation layer components. Consultant shall customize, unit test and integrate Content Management components. Savings Consultant shall construct and integrate the savings 13 Calculator(s) calculator applications. Mile Mapper Consultant shall construct and integrate the Mile 33 Mapper alication enhancements. Carpool Matching Consultant shall integrate the Carpool Matching This is dependent on the 7 Service application. Carpool Matching Service project. Alpha Release & Consultant shall release alpha code to testing Consultant will attach this 13 CIA Testing environment and conduct the following tests against document to a documented system requirements and models: request to proceed with initial - Integration testing construction in Client test (or - Load testing staging) platform. - Performance testing - ADA-compliance testing Consultant shall document the tests performed and their results. Beta Release and Consultant shall release beta code to Client staging Client shall test code and 20 Acceptance environment for acceptance testing. sign -off of system. Testing Consultant shall fix bugs and release new code as re uired. Subtotal 126 11 Project(Change Consultant shall hold regular status meetings with Client Project Manager; Management reporting periods to be determined in conjunction with Client. Consultant shall update the project schedule regularly to show percentage complete on tasks; reporting periods to be determined in conjunction with Client. Consultant shall establish and implement a Chanae Order Process_ 12 EXHIBIT "B" — Work Schedule Timeline A detailed MS Project Plan is developed during the Discovery Phase. The following is a tier 1 timeline showing how the project rolls out for the projected end date. OMI 13 EXHIBIT "C" — Costs and Fee Schedule Initial Project Labor Cost Estimate PHASE• -COST Discovery 36 $4,500 Design, Front End 74 $7,955 Design, Back End 48 $6,000 Development 126 $12,675 Deployment 15 $1,370 Project/Change Management 60 $7,500 Totals _ 359 $40,000 Hour and cost estimates are based on assumed task complexity levels. If, during Discover, project complexity is found to be lower or higher, the budget and/or project scope shall be adjusted accordingly based on Client direction. Initial Project It is assumed that the Client shall assume capital costs for the production Capital Costs and staging environments. Additional Pacific Intermedia is able to provide the following additional services, if Services desired by Client. - Third -party Focus Group Testing - Production Platform Build Out - Copywriting Fee Schedule Project Management $125 Hr Information/Systems Architect $125 Hr Database Engineer $125 Hr Graphic/FLASH Designer $ 90 Hr Programmer $ 90 Hr Content/Copy $ 85 Hr HTML Production $ 85 Hr Travel Expense Pacific Intermedia, Inc. has experience in managing distance -projects. Our method is to handle work primarily off -site in Oregon, bringing technical and management support on -site as needed. We absorb expected travel costs within our profit margin, and do not charge the client directly or by increasing rates. For this project, the expected travel is: 4 individual (1 person) trips, 2 days/1 night each Additional travel at the Client's request, or as the result of a Change Order, shall be negotiated. To streamline distance communication and ensure adherence to the travel budget, Pacific Intermedia, upon approval of the Client, will install an IP or ISDN video conferencing link. Pacific Intermedia shall supply all equipment. 14 Project Resources and Personnel The core team for the SMARTTrips web design project will be drawn from the following resource pool. TEAM MEMBER RESPONSIBILITIES Project Manager Serves as contact point for project schedule Strategic Planning and deliverable issues. Responsible for Project Specification, Budget, and Scheduling ensuring that client expectations are met, Program and Team Management project status reports are completed and ROI Analysis delivered, schedule and budgets are met. Manages overall team performance. Information Architect Usage specialist and interface designer, Audience/Usage Analysis responsible for developing user requirements, UI and Information Flow Design storyboards, and leading the prototyping Content Management System Usability effort. Focus Group Testing System Architect Develops the system logical, physical and Network Architecture and Design data architectures and models. Leads the System Architecture and Design technical development efforts. Data Modeling Enterprise Application and Data Integration ColdFusion/Java or .NET specialist will be assigned based on project needs. Database Engineer Creates, populates and integrates required Data Modeling database components. SQL Server specialist Graphic/FLASH Designer Design visual interface, graphic elements, HTMUDHTML and FLASH elements. Serves as creative CSS director of the project. FLASH Streaming Video Programmer Develops business logic and application layer J2EE or .NET Visual Basic specialist will be programs. assigned based on project needs. HTML Production Develops HTMUDHTML templates and Java HTMUDHTML scripts as needed. CSS JavaScript Ongoing Maintenance Pacific Intermedia will commit to a 3-year maintenance period in which our rates will only increase at a cost -of -living rate of 3% annually. Depending on Client requirements, we will contract maintenance on a "time and materials" basis, or set up a fixed -fee, not -to -exceed monthly maintenance agreement. 15 EXHIBIT "D" — Federal and State Requirements TABLE OF CONTENTS Lobbying Access to Records and Reports Federal Changes Contract Works Hours and Safety Standards No Government Obligation to Third Parties Program Fraud and False or Fraudulent Statements Termination Governmentwide Debarment and Suspension (Nonprocurement) Privacy Act Civil Rights Requirements Patent and Rights in Data Records, Accounts, Reports, and Audits Disadvantaged Business Enterprise (DBE) Interests of Members of or Delegates to Congress Incorporation of Federal Transit Administration (FTA) Terms Page 17 Page 17-18 Page 18 Page 18-22 Page 22 Page 23 Page 23-26 Page 26-27 Page 27-28 Page 28-29 Page 29-31 Page 31 Page 32-34 Page 34 Page 34 16 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 sub grantee 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 orany 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 sub grantee 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 sub grantee 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 otherthan 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 contract, except in the event of litigation or settlement of claims arising from the performance of this 17 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 therefore 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. it., (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 19 Professional: MPO: With Copy to: Pacific Intermedia, Inc. North Front Range MPO City of Fort Collins Attn: Michael Clark Attn: Margie Joy Attn: Purchasing 1631 NW Thurman Street, Ste 100 235 Mathews PO Box 580 Portland, OR 97209 Fort Collins, CO 80524 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 negligent 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. 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 in accordance with the Costs and Fee Schedule attached hereto as Exhibit "C", consisting of two (2) pages, and incorporated herein by this reference; with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Forty Thousand Dollars ($40,000.00). 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 2 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's 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 orwritten 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 anyway 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's' 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 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 northe Contractor charged 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 Contractorwas 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 9E 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. 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. 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. 25 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. L 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 Part29 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 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 m 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 itwill 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 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 M 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. (b) Acme - 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 complywith the requirements of U.S. Equal Employment Opportunity Commission, 'Regulations to Implement the Equal Employment 28 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 - These 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 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)I 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 0 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 entirelywithout 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. (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. 30 (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. RECORDS, ACCOUNTS, REPORTS, and AUDITS The Contractor shall maintain all books, records, and other documentation pertaining to authorized tasks and to completely substantiate all costs incurred within the contract fora period of three years from the date of termination of this agreement. 31 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. 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. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the MPO of Fort Collins. 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. 10. 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. 11. 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 3 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. 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. 32 (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 publiclyowned 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. (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 33 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 sub agreements. 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, whetheror not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set 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. 34 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. 12. 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. 13. 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 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. 14. 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. 15. 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. 16. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Federal and State Requirements, consisting of nineteen (19) pages, attached hereto and incorporated herein by this reference. 4 ATTEST: Corporate Secretary CITY OF FORT COLLINS, COLORADO By: L� PanlYs B. O'Neill II, C P Direct r o urchasing &/Risk Management DATE: _ l � / n `f THE NORTH FRONT RANGE TRANSPORTATION AND AIR Q�JALITY PLANNING COUNCIL (MPO) By: Director U19:41 PACIFIC INTERMEDIA, INC. By: (3J Title: CORPORATE PRESIDENT OR VICE PRESIDENT C� l / Date: S 10I-' (Corporate Seal) EXHIBIT "A" - Scope of Services Project Scope Summary The SMARTTrips Web Design Project has very specific requirements for content, applications and site administrative services. The following summarizes those requirements. Because of the firm cost and timeline requirements for the project, it is assumed that scope may be adjusted if it is found to exceed cost and timeline after discovery is complete. Change in scope shall be negotiated with Agency at the completion of discovery. Transportation Bicycle Commuting Mode Content • General information • Tips for successful bicycle commuting • Safety information • Savings calculator (Basic Table) • Direct links to other bicycle programs in Northern Colorado • Direct links to bicycle route maps in Northern Colorado • Schedule of bicycle events Vanpooling • General information about vanpooling • Overview of the VanGo program • Available routes • Q and A • Downloadable and on-line forms • Savings calculator (Basic Table) • Brochures in PDF format available for printing Carpooling • General information • Tips for successful carpooling • Saving calculator (Basic Table) • Interface to On-line, interactive carpool matching system Transit • General information • Direct link to local transit systems • Savings calculator (Basic Table) Telework • General information • Tips • Employer benefits Walking • General information • Tips L Commuter Benefits Program • General information • Savings calculator (Basic Table) • Brochure in PDF format • Downloadable forms Mile Mapper (embedded database) • User-friendly log -in to existing system • At -a -glance cumulative totals (number of days, type of mode, calories burned, etc) General SmartTrips.org Needs • Electronic Survey Forms • Construction updates • Online newsletters • Video streaming links to existing streaming files • Rotating environmental and commuting facts • Testimonials • Calendar of events • Links to others SmartTripsTM entities throughout the site • Basic Parametric Search Tool Installation and Configuration Training • SmartTripsTm and MPO staff need to be trained on how to update and maintain selected non -interactive content on site. Content A back -end content editing and management tool, for use by SMARTTrips Management staff. This should support at a minimum: System (CMS) — Newsletter postings — News and press postings — Event postings — Incident postings — New testimonials — Agency descriptions and links — Rotating environmental and commuting factoids And more features that shall be determined during the project discovery phase. Our assumption for this project is that an off -the -shelve product such as Macromedia Contribute can serve as management tool, with minor customization. Data Source(s) The only data source identified was an ACCESS database currently used by the Mile Mapper application. Database support shall also be needed for the other applications, and, potentially, for portions of the content management system. It is our assumption for this proposal estimate that the database 7 may be migrated to SQL Server 2000. Infrastructure Consultant shall develop the site using a combination of database, middleware and web servers to deliver the required user features. The consultant will provide technical documentation of the system. The system will align where possible with hosting and aligned projects platforms. In addition to the specific features listed above, any ongoing website maintenance and enhancements will be determined at a future date. r u Work Breakdown Structure for This Project The following diagram and subsequent paragraphs describe the proposed work breakdown structure for the SMARTTrips web design project. The methodology is tailored to match project goals and scope of work described in the RFP. 'system i 16Vnp I OmerKstion THTTML Pn totype 6 ' ' Mile Mapper Tact Plan ( Bata Rot"" & Atxapt#aa Teong Traktlnq Plan The following describes the proposed milestones and deliverables for this project. In these descriptions, "Consultant" refers to Pacific Intermedia, and "Client" refers to the NFRMPO. Hours per deliverable are included to indicate complexity assumptions. If, during Discovery, project complexity is found to be lower or higher, the project scope as detailed under "Scope of Services" shall be adjusted accordingly based on Client direction. 0