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HomeMy WebLinkAboutLSA - CONTRACT - RFP - P970 TRANSPORTATION PLANNING & ENGINEERING SERVICEMPO PROFESSIONAL (WORK ORDER) SERVICES AGREEMENT THIS AGREEMENT is made and entered into this IY± day of February, 2005, by and between THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (the "MPO") and LSA Associates, Inc., ("Professional"). 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. Professional shall perform transportation planning/engineering type tasks and related work as needed, as described in the Request for Proposal P970, Exhibit A, Scope of Services. The scope of services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order, a sample of which is attached hereto as Exhibit B and incorporated herein by this reference. The MPO reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. 2. Time. 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. 3. Term. This Agreement shall commence on February 14, 2005 and shall continue in full force and effect until February 14, 2006 unless terminated sooner 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. 4. 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, and this Agreement may be terminated. 5. Early Termination by MPO. Notwithstanding the time periods contained herein, the MPO may terminate this Agreement at any time for the MPO's convenience or because of the failure of Professional to fulfill the contract obligations. The MPO shall terminate by providing at least fifteen (15) days prior written notice of termination by delivering to Professional a notice of termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, Professional shall immediately discontinue all services affected (unless the notice directs otherwise) and deliver to the MPO 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 convenience, the MPO 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 Professional to fulfill the contract obligations, the MPO may complete the work and Professional shall be liable for any additional cost incurred by the MPO. If, after termination for failure to fulfill contract ■ Travel times ■ Turning movements ■ Vehicle classification ■ Vehicle weight ■ Vehicle occupancy • Data analysis • On Board transit surveys ■ Behavioral surveys ■ Market surveys ■ Attitudinal surveys • Household travel surveys Process Facilitation ■ Develop and implement process and methodologies for various planning related applications ■ Facilitate public involvement processes in relation to planning work • Coordinate and facilitate planning related activities with stakeholders Transportation/Travel Demand/Land Use/Air Quality Modeling ■ Application and analysis of travel demand models and their application Environmental Planning ■ Environmental data analysis/modeling ■ Technical and policy.support ■ Compliance with various federal regulatory Acts Work Task Deliverables: The type of work task deliverables anticipated are: Planning documents Feasibility reports Technical reports and "white" papers Management reports Presentation materials Electronic information such as databases, spreadsheets, maps and drawings Expertise: Relevant work experience and expertise in major service categories identified in this scope of work. Familiarity with State and M PO planning process in Colorado. Experience working with multiple stakeholders. Submissions: Six (6) copies of the written proposal should be submitted and include the qualifications of the firm and the individuals that would be assigned to this project. This submission will cover both the work order and the regional data repository. Travel: The NFR MPO office is located in Fort Collins, Colorado and travel expenses should be included in work order proposals. There is a limited budget for projects, so travel expenses should be considered carefully. EXHIBIT B 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) not to exceed: 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: 10 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 FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL By: Date: EXHIBIT C 2005 Fee Schedule LSA ASSOCIATES, INC. RATES AND REIMBURSABLE EXPENSES FIRM NAME: LSA ASSOCIATES, INC. ADDRESS: 132 WEST MOUNTAIN AVENUE CITY/STATE/ZIP: FORT COLLINS COLO_RADO 80524 PERSONNEL _ HOURLY RATE Ray Moe, Principal $165.00 Everett Bacon, Senior Planner/Associate $130.00 Sean McAtee, Transportation Planner/Engineer $85.00 Michael Hallock-Solomon, Planner/GIS Analysis $95.00 Ravi Palakurthy, Transportation Planner $75.00 Jessica Kramer, Graphic Designer $80.00 Elissa Palmer, Office Manager $75.00 EXPENSES UNrr RATE Mileage $0.405 per mile Reproduction $0.10 per page Reproduction (8 1/2 X 11 - Inch Copies) $0.10/Page Reproduction (81/2X it - Inch Color Copies) $1.00/Page Reproduction (11 X 17 - Inch Copies) $2.00/Page Reproduction (11 X 17 - Inch Color Copies) $3.00/Page Facsimile $1.00 per page Plotting $5.00 per linear ft. Facsimile Transmittals $1.00/Page CD -Rom Data Transmittal $5.00/CD Expendable Supplies & Other Direct Costs Cost + 5% 2 2005 FEE SCHEDULES ALL TRAFFIC DATA SERVICES, INC. PERSONNEL HOURLY RATE Eric Boivin $120.00 Dawn Boivin $120.00 Mark Skaggs $120.00 EXPENSES UNIT RATE 24-hour Directional Tube Count $120.00 Intersection Turn Movements (Basic) $200.00 Intersection Turn Movements (Complex) $400.00 CATALYST CONSULTING RATES AND REIMBURSABLE EXPENSES PERSONNEL HOURLY RATE Barbara Lewis $120.00 COLEY/FORREST RATES AND REIMBURSABLE EXPENSES PERSONNEL HOURLY RATE Jean Townsend $210.00 3 PBS&J 2005 HOURLY RATE SCHEDULE Office Engineering Hourly Rates Office Engineering Hourly Rates Principal $170.00 Senior Environmental Scientist II $107.00 Senior Project Manager $147.00 Senior Environmental Scientist I $98.00 Project Manager $115.00 Environmental Scientist II $75.00 Senior Engineer III $150.00 Environmental Scientist 1 $60.00 Senior Engineer I1 $110.00 Sr. GIS Analyst I $80.00 Senior Engineer I $90.00 GIS Analyst II $75.00 Engineer II $80.00 GIS Analyst I $60.00 Engineer 1 $62.00 Professional Land Surveyor $112.00 Senior Designer III $102.00 Survey Party Chief $80.00 Senior Designer II $88.00 Survey Manager $95.00 Senior Designer I $82.00 Surveyor II $90.00 Designer $62.00 Surveyor I $70.00 Senior Planner III $105.00 Survey Technician I $50.00 Senior Planner 11 $95.00 CADD Supervisor $80.00 Senior Planner I $90.00 CADD Technician 1I $60.00 Planner II $78.00 CADD Technician 1 $50.00 Planner I $62.00 Landscape Architect II $110.00 Real Estate Specialist IV $125.00 Landscape Architect I $80.00 Real Estate Specialist III $105.00 Project Coordinator $72.00 Real Estate Specialist I1 $82.00 Senior Administrative Assistant $60.00 Real Estate Specialist 1 $65.00 Administrative Assistant $55.00 Graphic Designer $65.00 Clerk 1 $45.00 Construction Management Services Hourly Rates Sr. Project Engineer $105.00 Project Engineer $95.00 Sr. Construction Management Rep. $90.00 Construction Management Rep. II $85.00 Construction Management Rep. I $80.00 Sr. Field Representative II $75.00 Sr. Field Representative I $70.00 Field Representative $60.00 Survey Hourly Field Services Rates 1-Man Survey Crew $85.00 2-Man Survey Crew $140.00 3-Man Survey Crew $180.00 4 Reimbursable Expenses Billing Rate Mileage $0.405/mile Color Plots $3.00 each Copies (B&W) 8-1/2 x 11 $0.10/copy Copies (Color) 84/2 x 11 $1.00/copy Copies (B&W) 11 x 17 $0.15/copy Copies (Color) 11 x 17 $1.50/copy Outside services Cost plus 10% Subconsultants Cost plus 10% EXHIBIT D - Federal Patent and Rights in Data 37 C.F.R. Part 401,49 C.F.R. Parts 18 and 19 The FTA patent clause is substantially similar to the text of 49 C.F.R. Part 19, Appendix A, § 5, but the rights in data clause reflect FTA objectives. For patent rights, FTA 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. (1) The term "subject data" means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Agreement. 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, Professional may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may Professional 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 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 this Agreement, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by Professional using Federal assistance in whole or in part provided by FTA. 5 (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, Professional performing experimental, developmental, or research work required by this Agreement 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 Professional'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 MPO and Professional 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 MPO or Professional 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 MPO nor Professional 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. (a) Nothing contained herein 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 Professional and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that Professional identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, Professional 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 Professional'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 MPO and Professional 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. 6 (4) Professional 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: (1) If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under this Agreement, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, Professional agrees 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 Professional's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), Professional agrees 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) Professional 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. 7 obligations, it is determined that Professional was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the c onvenience of the M PO. 6. Opportunity to Cure. In the case of a breach or default, the MPO may, in its sole discretion, allow Professional a period of time in which to cure the defect. In such case, the notice of termination shall state the time period in which cure is permitted and other appropriate conditions. If Professional fails to remedy to the MPO's satisfaction the breach or default or any of the terms, covenants, or conditions of this Agreement within ten (10) days after receipt by Professional of written notice from the MPO setting forth the nature of said breach or default, the MPO may terminate the Agreement without any further obligation to Professional and seek damages, may treat the Agreement as continuing and require specific performance, or may avail itself of any other remedy at law or equity. If the MPO commences legal or equitable actions against Professional, Professional shall be liable to the MPO for the MPO's reasonable attorney fees and costs incurred because of the default. Any such termination for default shall not in any way operate to preclude the MPO from also pursuing all available remedies against Professional and its sureties for said breach or default. 7. Waiver of Remedies for any Breach If the MPO elects to waive its remedies for any breach by Professional of any covenant, term or condition of this Agreement, 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 Agreement. 8. Responsibility. 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. 9. Indemnification. Professional shall indemnify, hold harmless and defend the MPO and its representatives, officers, employees, agents, and contractors from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands, or judgments, including, without limitation, reasonable attorney fees, arising from or in any way connected with injury to or the death of any person or physical damage to any property resulting from any act, omission, condition, or other matter related to this Agreement. 10. Insurance. 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 $1,000,000. 11. 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 designated in Exhibit C, attached hereto and incorporated herein by this reference. At the election of the M PO, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. The parties acknowledge that the sub- contractors: All Traffic Data Services, Inc., Catalyst Consulting, Coley/Forrest, and PBS & J are not parties to this agreement. However, the rates listed for services to be provided by these subcontractors shall be the rate paid by the M PO to the Professional for these services. If the amount charged by these subcontractors exceeds the rates listed in Exhibit "B" the excess amount shall not be paid or owed by the MPO. The limitation on increases in prices set forth in 2 section 4 herein shall apply to al I rates listed in Exhibit "B" including subcontractor rates. Monthly invoices are required and shall include a description of services performed, along with number of hours and stated rates per hour. Supporting documentation shal I also be submitted for any reimbursable direct costs. The amounts of all such billings shall be based upon the Professional's MPO-verified progress in completing the services to be performed pursuant to the Scope of Services on each 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. 12. Records and Reports. The MPO and Professional shall maintain all books, records, and other documentation pertaining to the Scope of Services and necessary to completely substantiate all costs incurred and billed to the MPO during the term of this Agreement for a period of three (3) years from the date of final payment under the terms of this Agreement. These records shall be made available for inspection and audit to any state or federal authority authorized to inspect such records and copies thereof shall be furnished at the expense of Professional, if so requested. 13. Ownership of Work Product. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by Professional shall become the sole property of the MPO, which shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use and authorize others to use all such materials for authorized government purposes. Other entities that may reproduce, publish, or otherwise use the designs, plans, reports, specifications, drawings, and other services rendered by Professional include but are not limited to the Colorado Department of Transportation ("CDOT"), the Federal Transportation Administration ("FTA"), and the Federal Highway Administration ("FHWA"). 14. MPO Representative. The MPO shall 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. 15. Project Documents. Upon conclusion of the project and before final payment, the Professional shall provide the MPO with reproducible documents of the project containing accurate information on the project as designed. Documents shall be of archival quality, and also available in an electronic format, in an agreed upon format. 16. Monthly Report. Commencing at the end of the calendar month following the date of execution of this Agreement and every calendar month end thereafter, Professional shall provide the MPO with a written report of the status of the work. Failure to provide any required monthly report may, at the option of the MPO, suspend the processing of any partial payment request. 17. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the MPO. 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. 3 18. Personal Services. It is understood that the MPO enters into this Agreement based on the special abilities of Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, Professional shall neither assign any responsibilities nor delegate any duties, nor create any subcontracts arising under this Agreement without the prior written consent of the M PO. 19. Conflict of Interests and Prohibited Interests. The MPO and Professional represent that neither has any interests and shall not acquire any interests, directly or indirectly, that would conflict in any manner or degree with the performance and services required to be performed under this Agreement. The MPO and Professional further represent that no member 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. In addition no employee, officer, or agent of the MPO shall participate in selection or in the award or administration of this Agreement 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 any of the foregoing, has a financial or other interest in the firm selected for award. The MPO'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. 20. No 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 M PO under this Agreement. 21. No Government Obligation to Third Parties. The MPO and Professional 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 Agreement and shall not be subject to any obligations or liabilities to the MPO, Professional, or any other party (whether or not a party to this Agreement) pertaining to any matter resulting from this Agreement. 22. Notices. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: MPO: With Copy to: LSA Associates, Inc. THE NFRT & AQPC City of Fort Collins Attn: Ray Moe Attn: Suzette Thieman Purchasing Division 132 West Mountain Avenue 235 Mathews St. P.O. Box 580 Fort Collins, CO 80524 Fort Collins, CO 80524 Ft Collins, CO 80522 23. Incorporation of FTA Terms. This Agreement includes certain Standard Terms and Conditions required by the federal Department of Transportation ("DOT") and other federal and state authorities, whether or not expressly set forth in this Agreement. All contractual provisions required by DOT, as set forth in FTA Circular 4220.113, dated April 15, 1996, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA 4 mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. Professional 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. 24. Grant Assurances and Federal Reguirements. This Agreement involves the expenditure of federal funds, which requires the MPO and Professional at all times during the execution of this Agreement to adhere to and comply with all applicable federal laws and regulations, as they currently exist and may hereafter be amended, which are incorporated herein by this reference as terms and conditions of this Agreement. A non -exhaustive list of federal laws and regulations that may be applicable is included below. By signing this Agreement, Professional avers that it is his or her responsibility to be aware of the requirements that may be imposed by the following federal laws and regulations, and others not listed, that he or she is aware of any such requirements, and that he or she will comply with all applicable laws and regulations. a. Laws and regulations prohibiting false claims and statements from being made to the federal government, 31 U.S.C.A § 3801, et seq., 49 C.F.R. Part 31, and 18 U.S.C.A.§ 1001; b. Federal privacy law, 5 U.S.C.A. § 552; C. Nondiscrimination and equal employment opportunity laws in accordance with Title VI of the Civil Rights Act, 42 U.S.C.A. § 2000d; § 303 of the Age Discrimination Act of 1975, 42 U.S.C.A. § 6102; § 202 of the Americans with Disabilities Act of 1990, 42 U.S.C.A. § 12132 ("ADA"); and Federal transit law, 49 U.S.C.A. § 5332; d. Mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C.A. § 6201. 25. Binding Effect. This Agreement, 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. 26. Governing Law. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. 27. Severability. 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. 28. Special Provisions. Special provisions or conditions relating to federal patent law and rights in data that are applicable to this Agreement are set forth in Exhibit D, attached hereto and incorporated herein by this reference. 5 THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (MPO) C1,- _ f) 4 /� Cliff Davidson,ffiecutive Director STATE OF COLORADO ) ss. COUNTY OF PROFESSIO L: By: ? 111-_ Title: The foregoing instrument was subscribed, sworn to and acknowledged before me this day of 2005, by [as of My commission expires: (SEAL) 6 Notary Public tX" CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California I ss. County of On O O before me, to / A and Title of personally appeared �� cU/,A/N`/{- � RsiTA DE ACRUZ 1�05101 �Notary Poll" - Caloma ..Orgn�0GU:20.2W 5 iy0Z Place Notary Seal Above rsonally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose namefs� is>lere- subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his4hogtheir authorized capacity(ias), and that by his/herttheir- signature(e}on the instrument the person(&), or the entity upon behalf of which the person(* acted, executed the instrument. WITNESS OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: El Individual ❑ Corporate Officer — Title(s): Top of thumb here 11 Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee Guardian or Conservator ❑ Other: Signer Is Representing: 0 1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • w nationalnotary.org Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 EXHIBIT A Scope of Services Request for Proposal P970 Transportation Planning & Engineering Type Services Introduction: The North Front Range Metropolitan Planning Organization (NFR MPO) is an organization of thirteen local governments that is responsible for long range transportation planning in the North Front Range. Members of the MPO are Fort Collins, Greeley, Loveland, Timnath, Berthoud, Windsor, Johnstown, Milliken, Evans, Garden City, LaSalle, and Weld and Larimer Counties. The Colorado Department of Transportation (CDOT) and the State Air Quality Control Commission (AQCC) are also members. The NFR MPO works on a regional scale that covers approximately 1600 square miles, and is responsible for regional transportation planning. General Information: This Request for Proposal is to select a firm and to enter into a Work Order Type Agreement with the NFR MPO to perform planning/engineering type tasks and related work. The timing and schedule of these services will be based upon the NFR MPO needs. Services intended to be included in one or more Work Order(s). The types of work ordered may include, but are not necessarily limited to: • Corridor studies • Regional transportation plan • Concept and design studies Evaluation & Award: It is the intent of the NF R MPO to select a Professional consulting firm and to enter into a Professional Services Work Order Type Agreement (sample attached) to provide the services described herein. A NFR MPO review team will rank the proposals based on the NFR MPOs' procedures for the review of professional firms. The highest -ranked Professionals will then be invited to make formal oral presentations to the review team. Based on these interviews, a professional consulting firm will be retained to provide these services, as the need for work is generated. The Professional Services Agreement will be in full force and effect for one year. At the option of the NFR MPO, the Professional Services Agreement may be extended for up to four (4) additional one-year terms. Increases in the Fee Schedule may be negotiated for subsequent renewal of the third, fourth, and fifth additional one-year periods. Price changes in the Fee Schedule will be negotiated by and agreed to by both parties. Work Order Procedures: Work performed pursuant to the Professional Services Agreement will be authorized by Work Order (sample attached). No Work Order shall exceed $100,000. The NFR MPO reserves the right to seek independent or separate proposals on any project, rather than issuing a Work Order to the Professional. The only work authorized under the Professional Services Agreement is that which is performed after receipt of such Work Orders. The NFR MPO makes no guarantee as to the number of work orders or actual amount of services which will in fact be requested. 7 Background: The NFR MPO is responsible for long range transportation planning activities throughout Northern Colorado. The planning activities for which this Work Order Type Agreement is being issued are those not currently available at the M PO due to lack of expertise or limited resources The time involved to negotiate contracts and requests for proposal individually is so extensive that the MPO is seeking to hire a firm on a Work Order contract. Services such as those identified below will be requested on an as needed basis. Potential Service Categories: Responders should be capable of providing some or all of the services listed below. When appropriate, firms and/or individuals are encouraged to form teams to afford the highest level of expertise and capabilities. The firm with which the contract is signed will be the'prime' and will be responsible for performance and work identified in a given task order. The categories of services are listed below. The magnitude and effort required for specific work tasks may vary from work order to work order. Major Service Categories: Transportation and Land Use Planning • Development of Regional Transportation Plans ■ Development of Transportation Improvement Programs ■ Land use/transportation/air quality relationships ■ Travel demand forecasting ■ Demographic projections and analysis • Multi modal assessments ■ Project cost estimation ■ Project prioritization methods and techniques ■ Corridor planning o Corridor optimization plans o Access control o Demand forecasting o Cost estimates ■ Freight and commodity movement planning and analysis ■ Multi modal applications and planning studies o Transit, bicycle and pedestrian Financial Analysis ■ Revenue, expense, and proforma forecasts ■ Cost/benefit analysis ■ Feasibility studies • Innovative financing techniques Data Collection and Analysis • GPS inventories ■ Roadway geometrics ■ Traffic counts