HomeMy WebLinkAboutEDAW INC - CONTRACT - RFP - P952 LAND USE MODELPROFESSIONAL SERVICES AGREEMENT
WORK ORDER TYPE
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 EDAW, 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. Services to be Performed.
a. This Agreement shall constitute the basic agreement between the parties for services for
Land Use Allocation Model Development and Support related work. The conditions set forth herein
shall apply to all services performed by the Professional on behalf of the MPO and particularly
described in Work Orders agreed upon in writing by the parties from time to time. Such Work
Orders, a sample of which is attached hereto as Exhibit "A", consisting of one (1) page, and
incorporated herein by this reference, shall include a description of the services to be performed, the
location and time for performance, the amount of payment, any materials to be supplied bythe MPO
and any other special circumstances relating to the performance of services.
No work order shall exceed $75,000. The only services authorized under this agreement are
those which are performed after receipt of such Work Order.
b. The MPO may, at any time during the term of a particular Work Order and without
invalidating the Agreement, make changes within the general scope of the particular services
assigned and the Service Provider agrees to perform such changed services.
2. Changes in the Work. The MPO reserves the right to independently bid any services
rather than issuing work to the Service Provider pursuant to this Agreement. Nothing within this
WOSA 4/2001
EXHIBIT "C" - FEDERAL REQUIREMENTS
TABLE OF CONTENTS
LOBBYING...................................................................................................................................... 2
ACCESS TO RECORDS AND REPORTS.....................................................................................
2
FEDERALCHANGES....................................................................................................................
3
CONTRACT WORK HOURS AND SAFETY STANDARDS ACT .................................................
3
NO GOVERNMENT OBLIGATION TO THIRD PARTIES.............................................................
7
PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS .........................................
8
ANDRELATED ACTS....................................................................................................................
8
TERMINATION............................................................................................................................... 8
GOVERNMENTWIDE DEBARMENT AND SUSPENSION(NONPROCUREMENT).................
11
PRIVACYACT..............................................................................................................................
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
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 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 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 Contractorshall 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
contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA
2
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 complywith 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 maybe 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.
(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
3
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) directlyon 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 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.
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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 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' 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 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
5
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
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.
2
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 bythe 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.
7
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 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.
M
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.
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 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.
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
10
Agreement shall obligate the MPO to have any particular service performed by the Service Provider.
3. The Work Schedule. The services to be performed pursuant to this Agreement shall
be performed in accordance with the Work Schedule stated on each Work Order.
4. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the
essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto.
5. Contract Period. This Agreement shall commence upon the date of execution shown
on the signature page of this Agreement and shall continue in full force and effect for one (1) year,
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 four (4) additional one year periods.
Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver -
Boulder -Greeley CPI-U published by the Colorado State Planning and Budget Office will be used as
a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than
ninety (90) days prior to contract end.
6. 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:
Professional: MPO: With Copy to:
EDAW, Inc. NFR MPO City of Fort Collins
Attn: Bruce Meighen Attn: Suzette Thieman Attn: Purchasing
240 East Mountain Avenue 235 Matthews P.O. Box 580
Fort Collins, CO 80524 Fort Collins, CO 80524 Fort Collins, CO 80522
In the event of early termination by the MPO, the Service Provider shall be paid for services
rendered to the termination date, subject only to the satisfactory performance of the Service
WOSA 4/2001
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
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.
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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, Inelioibilitvand VoluntarvExclusion- LowerTier
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
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.
HPA
(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) Eaual 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 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.
13
(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
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
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
14
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 anywillful 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 indemnifythe Federal Govemmentfor
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.
(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:
15
(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.
16
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.
17
(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 necessaryto 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.
(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
18
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 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.
Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole
right and remedy for such termination.
7. Desian. Proiect 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 N/A.
8. 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
according to the Rate Schedule attached hereto as Exhibit "B", consisting of one (1) page, and
incorporated herein by this reference. At the election of the MPO, each Work Order may contain a
maximum fee, which shall be negotiated by the parties hereto for each such Work Order. 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 to the Work Order and upon approval
of the Professional's direct 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.
WOSA 4/2001
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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
WOSA 4/2001
terms of this agreement, such party may be declared in default.
15. 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.
16. 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.
17. 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.
18. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "C" — Federal Requirements,
consisting of nineteen (19) pages, attached hereto and incorporated herein by this reference.
WOSA 4/2001
CITY OF FORT COLLINS, COLORADO
am s B. O'Neill II, CPPO
Direct r o urchasing & Risk Management
DATE: 1 � 2 / O `f
THE NORTH FRONT RANGE TRANSPORTATION
AND AIR QUALITY P NING OUNCIL (MPO)
By.
Ex'0eutiv#6birecfbr
EDAW, Inc., a corporation
Title: V • -P
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: 11. O 1, O 4-
riT1'.T .
NOTARY
Julie M. Wallace, Notary Public
State of Colorado PV®�ii
My Commission Expires 2/29/2008 �j_•...
OF
WOSA 4/2001
EDAW, Inc.
A California Corporation
At a regularly scheduled meeting of the EDAW, Inc. Board of Directors held October 27, 2001 the
following officers of the corporation were elected. These officers are duly authorized to commit the
corporation in the execution of contracts and agreements and shall have such other powers and duties as
the Board of Directors may prescribe.
EDAW, Inc. Officers
Barbara L. Faga, Chair of the Board
Joseph E. Brown, Co -Chair, President/CEO
David H. Blau, Senior Vice President/Secretary
Stephen D. Quiggle, Vice President of Strategy
and Finance/Treasurer/Assistant Secretary
Dana Waymire, Chief Financial Officer
Howard B. Altman, Senior Vice President
Robert Pell, Senior Vice President
Donald Smith, Senior Vice President
William Vitek, Senior Vice President
Curtis E. Aping, Vice President
Leonardo Alvarez, Vice President
Rosalind Bergeron, Vice President
Russell L. Butler, 19, Vice President
Dennis Carmichael, Vice President
Andross Chan, Vice President
Michael A. Downs, Vice President
Allen Folks, Vice President
H. Cales Givens, Vice President
Bill Hanway, Vice President
Ellen Heath, Vice President
Gregory Hurst, Vice President
James Hyatt, Vice President
Gary Jakobs, Vice President
Thomas M. Keith, Vice President
Thomas M. Larkin, Vice President
Patrick Lau, Vice President
Jacinta McCann, Vice President
Paul Moyer, Vice President
Jason Prior, Vice President
Herbert R. Schaal, Vice President
Steven Scott, Vice President
James H. Cleland, Ph.D., Vice President
Brodie Stephens, Vice President
Roger Courteney, Vice President
Jill Sterrett, Vice President
William D'Elia, Vice President
Jason Uyeda, Vice President
Tim Delorm, Vice President
Jack L. White, Vice President
Richard Dorrier, Vice President
Laura Wiberg, Vice President
The foregoing resolution was approved by EDAW, Inc. Board of Directors on October 27, 2001.
0 1 mv� I Mome
David H. B14u, Secretary
Ld-t4el '"M
board;of-erstraolution
Linda B. ttterbfrg, Notary Public
I LINDA B. UTTERSERG
N COMM. • 1220826 Ilia 31
Notary Public - Calffor
SAN FRANCISCO COUNTY
My Comm. Expires MAY 25, 2003
EXHIBIT "A"
WORK ORDER FORM
PURSUANT TO AN AGREEMENT BETWEEN
THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL
AND
DATED:
Work Order Number:
Purchase Order Number:
Project Title:
Commencement Date:
Completion Date:
Maximum Fee: (time and reimbursable direct costs):
Project Description:
Scope of Services:
Acceptance
Professional agrees to perform the services
identified above and on the attached forms in
accordance with the terms and conditions
contained herein and in the Professional Services
Agreement between the parties. In the event of a
conflict between or ambiguity in the terms of the
Professional Services Agreement and this work
order (including the attached forms) the
Professional Services Agreement shall control.
Professional
By:
Date:
W OSA 4/2001
User
The attached forms consisting of _ U pages
are hereby accepted and incorporated herein, by
this reference, and Notice to Proceed is hereby
given.
THE NORTH
TRANSPORTATION
PLANNING COUNCIL
By:
FRONT RANGE
AND AIR QUALITY
By:
Director of Purchasing and Risk Management
(over$30,000.00)
Date:
EXHIBIT "B"
Rate Schedule
Position
Hourly Rate
Principal
$183.32
Proiect Manager
$129.57
Programmer
$167.36
GIS Specialist
$99.18
Planner
$72.79
GIS / Planner
$79.26
GIS/Planner
$77.71
Landscape Architect
$54.99
Engineer
$87.20
Business Manager
$113.25
Financial Assistant
$68.52
Desktop Publishing
$72.53
Admin
$56.03
Quality Control
$188.97
Senior Tech Support
$135
Tech Support
$85
Senior Economist
$135
Economist
$75