HomeMy WebLinkAboutRFP - P934 WEBSITE DESIGN SERVICES (2)03
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING
COUNCIL (MPO) hereinafter referred to as the "MPO" and Pacific Intermedia, Inc., a
corporation, hereinafter referred to as "Professional".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed
by and between the parties hereto as follows:
1. Scope of Services. The Professional agrees to provide services in accordance
with the Scope of Services attached hereto as Exhibit "A", consisting of ten (10) pages, and
incorporated herein by this reference.
2. The Work Schedule. The services to be performed pursuant to this Agreement
shall be performed in accordance with the Work Schedule attached hereto as Exhibit "B",
consisting of one (1) page, and incorporated herein by this reference.
3. Time of Commencement and Completion of Services. The services to be
performed pursuant to this Agreement shall be initiated within fourteen (14) days following
execution of this Agreement. Services shall be completed no later than September 30, 2004.
Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in
writing by the parties hereto.
4. Early Termination by MPO. Notwithstanding the time periods contained herein,
the MPO may terminate this Agreement at any time without cause by providing written notice of
termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to
the termination date contained in said notice unless otherwise agreed in writing by the parties.
All notices provided under this Agreement shall be effective when mailed, postage prepaid and
sent to the following addresses:
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Professional:
Pacific Intermedia, Inc.
Attn: Michael Clark
1631 NW Thurman Street, Ste 100
Portland, OR 97209
MPO:
North Front Range MPO
Attn:Margie Joy
235 Mathews
Fort Collins, CO 80524
With Copy to:
City of Fort Collins
Attn: Purchasing
PO Box 580
Fort Collins, CO 80522
In the event of any such early termination by the MPO, the Professional shall be paid for
services rendered prior to the date of termination, subject only to the satisfactory performance of
the Professional's obligations under this Agreement. Such payment shall be the Professional's
sole right and remedy for such termination.
5. Design, Project Indemnity and Insurance Responsibility. The Professional shall be
responsible for the professional quality, technical accuracy, timely completion and the
coordination of all services rendered by the Professional, including but not limited to designs,
plans, reports, specifications, and drawings and shall, without additional compensation, promptly
remedy and correct any errors, omissions, or other deficiencies. The Professional shall
indemnify, save and hold harmless the MPO, its officers and employees in accordance with
Colorado law, from all damages whatsoever claimed by third parties against the MPO; and for
the MPO's costs and reasonable attorneys fees, arising directly or indirectly out of the
Professional's negligent performance of any of the services furnished under this Agreement.
The Professional shall maintain commercial general liability insurance in the amount of
$500,000 combined single limits, and errors and omissions insurance in the amount of
_____________.
6. Compensation. In consideration of the services to be performed pursuant to this
Agreement, the MPO agrees to pay Professional on a time and reimbursable direct cost basis
in accordance with the Costs and Fee Schedule attached hereto as Exhibit "C", consisting of
one (1) page, and incorporated herein by this reference; with maximum compensation (for both
Professional's time and reimbursable direct costs) not to exceed Forty Thousand Dollars
($40,000.00). Monthly partial payments based upon the Professional's billings and itemized
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statements of reimbursable direct costs are permissible. The amounts of all such partial
payments shall be based upon the Professional's MPO-verified progress in completing the
services to be performed pursuant hereto and upon the MPO's approval of the Professional's
reimbursable direct costs. Final payment shall be made following acceptance of the work by the
MPO. Upon final payment, all designs, plans, reports, specifications, drawings and other
services rendered by the Professional shall become the sole property of the MPO.
7. MPO Representative. The MPO will designate, prior to commencement of work,
its project representative who shall make, within the scope of his or her authority, all necessary
and proper decisions with reference to the project. All requests for contract interpretations,
change orders, and other clarification or instruction shall be directed to the MPO
Representative.
8. Monthly Report. Commencing thirty (30) days after the date of execution of this
Agreement and every thirty (30) days thereafter, Professional is required to provide the MPO
Representative with a written report of the status of the work with respect to the Scope of
Services, Work Schedule, and other material information. Failure to provide any required
monthly report may, at the option of the MPO, suspend the processing of any partial payment
request.
9. Independent Contractor. The services to be performed by Professional are those
of an independent contractor and not of an employee of the MPO of Fort Collins. The MPO
shall not be responsible for withholding any portion of Professional's compensation hereunder
for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other
purpose.
10. Personal Services. It is understood that the MPO enters into this Agreement
based on the special abilities of the Professional and that this Agreement shall be considered as
an agreement for personal services. Accordingly, the Professional shall neither assign any
responsibilities nor delegate any duties arising under this Agreement without the prior written
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consent of the MPO.
11. Acceptance Not Waiver. The MPO's approval of drawings, designs, plans,
specifications, reports, and incidental work or materials furnished hereunder shall not in any way
relieve the Professional of responsibility for the quality or technical accuracy of the work. The
MPO's approval or acceptance of, or payment for, any of the services shall not be construed to
operate as a waiver of any rights or benefits provided to the MPO under this Agreement.
12. Default. Each and every term and condition hereof shall be deemed to be a
material element of this Agreement. In the event either party should fail or refuse to perform
according to the terms of this agreement, such party may be declared in default.
13. Remedies. In the event a party has been declared in default, such defaulting
party shall be allowed a period of ten (10) days within which to cure said default. In the event
the default remains uncorrected, the party declaring default may elect to (a) terminate the
Agreement and seek damages; (b) treat the Agreement as continuing and require specific
performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party
commences legal or equitable actions against the defaulting party, the defaulting party shall be
liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and
costs incurred because of the default.
14. Binding Effect. This writing, together with the exhibits hereto, constitutes the
entire agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs,
personal representatives, successors and assigns of said parties.
15. Law/Severability. The laws of the State of Colorado shall govern the
construction, interpretation, execution and enforcement of this Agreement. In the event any
provision of this Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this
Agreement.
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16. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "D" - Federal Requirements,
consisting of nineteen (19) pages, attached hereto and incorporated herein by this reference.
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CITY OF FORT COLLINS, COLORADO
By: _________________________________
James B. O'Neill II, CPPO
Director of Purchasing & Risk Management
DATE: ______________________________
THE NORTH FRONT RANGE TRANSPORTATION
AND AIR QUALITY PLANNING COUNCIL (MPO)
By: _________________________________
Executive Director
Pacific Intermedia, Inc.
By: __________________________________
Title: _______________________________
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: _______________________________
ATTEST:
_________________________________ (Corporate Seal)
Corporate Secretary
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EXHIBIT “A” - Scope of Services
Project Scope Summary
The SMARTTrips Web Design Project has very specific requirements for content, applications
and site administrative services. The following summarizes our understanding of those
requirements.
Transportation
Mode Content
Carpooling
General information
On-line, interactive carpool matching lists
Savings calculator (i.e. If I carpool 3 x a week, and each one-way trip is x miles,
I will save x amount of money in a year?)
Vanpooling
General information and overview
Available Routes
Q and A
Downloadable and on-line forms
Savings calculator (similar to carpool example)
Post brochures on smarttrips.org
Bicycle Commuters
General information
Link to bicycle programs in Northern Colorado
Savings calculator
Tips
Safety information
Link to bicycle route maps in Northern Colorado
Transit (Bus)
General information
Link to local transit systems
Savings calculator
Telework
General information
Tips
Employer benefits
Walking
General information
Tips
Commuter Benefits Program
General information
Savings calculator
Downloadable forms
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Applications Three new applications, designed as variations of a central
application:
Carpooling Savings Calculator
Vanpooling Savings Calculator
Commuter Savings Calculator
Enhancements of the existing Mile Mapper application, including:
Capturing User Profiles (user, transportation mode used, program participation,
days used, distances, locations, and other information to be identified during
the project)
Establishing a reporting function whereby agencies can derive information from
the application pertinent to their services
The project also requires integration of the Carpool Matching service, an
application yet to be developed.
General Site
Features
Ongoing and consistent site features:
Electronic Surveys
Online newsletters
Video streaming
Rotating environmental and commuting facts
Testimonials
Calendar of events
Links to other SMARTTrips™ entities throughout the site
Search Engine A keyword search function.
Content
Management
System (CMS)
A back-end content editing and management tool, for use by
SMARTTrips staff. This should support at a minimum:
Newsletter postings
News and press postings
Event postings
Incident postings
New testimonials
Agency descriptions and links
Rotating environmental and commuting factoids
And more features that shall be determined during the project
discovery phase. Our assumption for this project is that an off-the-
shelve product such as Macromedia Contribute can serve as
management tool, with minor customization.
Data Source(s) The only data source identified was an ACCESS database currently
used by the Mile Mapper application. Database support shall also be
needed for the other applications, and, potentially, for portions of the
content management system. It is our assumption for this proposal
estimate that the database may be migrated to SQL Server 2000.
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Infrastructure Examination of the current SMARTTrips website indicates that it was
developed with ColdFusion. Pacific Intermedia is a Macromedia
partner, and we have extensive experience working with and building
multiple ColdFusion content management systems. We further have
strong experience with all Macromedia products including Contribute
content management software. Our staff of technologists includes
ColdFusion, Java, and J2EE specialists. By enhancing the website
using its current infrastructure technologies, we believe we can save
the NFRMPO internal resource training costs.
We also have a core team familiar with the MS .NET technology,
should the NFRMPO wish to go in that direction, and we are
Microsoft ISV Partners. We are equally strong in both
ColdFusion/Java and .NET solutions development, and believe in
matching infrastructure to our client needs and constraints.
In another area, we perceive that the Carpool Matching Service
application would be significantly enhanced by the use of GIS-based
routing. This may require integration of mapping server within the
SMARTTrips infrastructure. This RFP assumes that this expense is
handled as part of the Carpool Matching Service project, not this
project. However, Pacific Intermedia has extensive GIS application
experience and could support that project, or future implementation
of GIS mapping of road/route conditions and incidents, or mapping
and routing of regional transportation trip planning. We are an ESRI
consulting partner, and have staff who have implemented complex
mapping/routing solutions within the transportation sector.
In addition to the specific features listed above, any ongoing website maintenance and
enhancements will be determined at a future date.
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Concept and Design
Pacific Intermedia practices a strict development methodology to ensure that end
products are delivered on schedule, at cost, and in a manner consistent with project
goals and client expectation. This methodology is based on UML (Unified Modeling
Language) lifecycle development. We tailor this methodology to each project, creating a
detailed breakdown structure for key milestones and deliverables. The following
diagram outlines our general methodology.
Discovery We start with a discovery process whereby we interview the client,
stakeholders, end users and administrative users of the system to
fully understand:
Website Business Drivers
Website Audience Segments
End User Feature Requirements, By Audience Segment
Administrative and Content Provider Feature Requirements
Technical Requirements
Infrastructure, Logical and Physical Component Requirements
At the end of this process, we produce a document that lists these
requirements, the strategy for accomplishing them, and quantifiable
measures of success. The end result is a client-approved road map
that serves as a clear, actionable basis for subsequent information
architecture, visual design, and site programming
Design During Design, we diagram all architectural layers of the system,
including: Presentation, Applications, Logical Components, Data, and
External Interfaces.
Design of the Presentation layer includes branding and messaging,
visual design ("look and feel"), storyboard modeling of site navigation
and information flow, and an HTML prototype of the full front-end.
During this phase, we ask the client and selected focus groups to
evaluate the site usage flow and content, and approve the direction
before full implementation.
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Design of the back-end layers includes the site architecture diagram,
component design model, and data model and entity relationship
diagrams. During this phase we also design the test plans, and client
training plans.
Development The Development phase is streamlined due to our comprehensive
Design phase. We build out the system in modules, with code
reviews and unit component testing. We have two formal testing
phases: Alpha Release QA Testing, an internal testing process, and
Beta Release Acceptance testing by the client.
Deployment Once the client accepts the beta release, we transition the system to
production. We deliver agreed-upon system and training
documentation. We also schedule post-release support to ensure a
smooth transition.
Project
Management
To manage schedule, costs and risk, we institute comprehensive
project management. We establish clear lines of communication and
a process for review and approval. Regular progress reports and
face-to-face reviews of key milestones ensure steady, consistent
progress toward the end goal.
Change Control With our incremental process, each milestone builds upon the prior
one, preventing costly backtracking and duplication of effort. We
define a clear scope-of-work and commit to a clear price for
deliverables at the outset, and communicate the ramification of
change orders in a clear way. We propose technical solutions only
after a detailed assessment of client infrastructure, to ensure that we
identify the tool and approach with the highest return at the lowest
cost.
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Work Breakdown Structure for This Project
The following diagram and subsequent paragraphs describe the proposed work
breakdown structure for the SMARTTrips web design project. The methodology is
tailored to match project goals and scope of work described in the RFP.
The following describes the proposed milestones and deliverables for this project. In
these descriptions, "Consultant" refers to Pacific Intermedia, and "Client" refers to the
NFRMPO. Hours per deliverable are included to indicate complexity assumptions. If,
during Discovery, project complexity is found to be lower or higher, the budget and/or
project scope shall be adjusted accordingly based on Client direction.
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DELIVERABLES TASKS NOTES HOURS
Requirements
Specification
Consultant shall gather information about user
requirements, application requirements, existing
and new data structures, and external interfaces.
Information shall be gathered via meetings with
Client subject matter experts (SMEs) and
examination of existing code and systems. The
resultant specification shall include:
- functional (end-user and administrative-user)
requirements
- technical requirements
- logical architecture requirements
- physical architecture requirements
Tools: MS WORD
This task includes meetings
with Client SMEs, with
appropriate interim reviews
and a sign-off cycle.
32
Project Plan Consultant shall produce a final project plan
based on the requirements discovery.
Tools: MS Project
This task includes a sign-
off review cycle.
12
Subtotal 44
DELIVERABLES TASKS NOTES HOURS
Front-End
End User
Storyboard
Consultant shall develop storyboards for the
end-user web interface based the functional
requirements. Consultant shall present
storyboards to Client for review and input
throughout the development process.
Tools: MS Visio or PowerPoint
This task includes interim
reviews and storyboard
walkthroughs by Client.
18
Visual Design Consultant shall develop look and feel page
templates and messaging for Client review. At
least three design directions shall be provided.
Once a direction is selected, Consultant shall
develop a design style guide and color palette.
Tools: MS WORD, Adobe Photoshop
This task includes interim
reviews and a sign-off review
cycle.
40
HTML Prototype
and Testing
Consultant shall develop an HTML prototype of
the user interface that can be reviewed by
Client stakeholders and focus groups. The
prototype shall represent the options presented
to an external user, but actual functionality will
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DELIVERABLES TASKS NOTES HOURS
Back-End
Design Model Consultant shall develop and document the design
model for the system. This includes object definition
for any database creation/integration.
Tools: MS WORD and/or Visio
This includes an interim
review and a sign-off cycle.
24
Data Model Consultant shall design and document the data model
and content management system (CMS) application.
Tools: MS Visio
This includes a sign-off
review cycle.
16
Test Plan Consultant shall specify testing methodologies and
design a Test Plan for the system. This plan shall
outline steps at each of these testing phases: QA
(alpha) and Acceptance (beta). This plan must be
accepted via sign-off by Client.
Tools: MS WORD
This includes a sign-off
review cycle.
12
Training Plan Consultant shall develop outlines for the
administrative user guide, and provide them to Client
for review.
Tools: MS WORD
This includes a sign-off
review cycle.
6
Subtotal 58
DELIVERABLES TASKS NOTES MIN
Code Releases
and Reviews
Consultant shall construct databases as needed.
Consultant shall integrate third-party
software/hardware products, and customize as
needed.
Consultant shall integrate external systems and data
as needed.
Consultant shall develop, unit test and integrate
logical and application components.
Consultant shall develop, unit test and integrate
presentation layer components.
Consultant shall customize, unit test and integrate
Content Management components.
These are internal reviews. 48
Savings
Calculator(s)
Consultant shall construct and integrate the savings
calculator applications.
16
Mile Mapper Consultant shall construct and integrate the Mile
Mapper application enhancements.
40
Carpool Matching Consultant shall integrate the Carpool Matching
Service application.
This is dependent on the
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DELIVERABLES TASKS NOTES HOURS
System
Documentation
Delivery
Consultant delivers to Client all system
documentation, including:
- Requirements
- Design Documents
- Training Documents
6
Final System Code Consultant delivers final code for transition to
the production platform.
This requires sign-off
approval by Client.
12
Post-Release
Support
Consultant provides 3-month period of post-
release support for launched system.
Expense negotiated as part of
maintenance.
Subtotal 18
DELIVERABLE
S
TASKS MIN
Project/Change
Management
Consultant shall hold regular status meetings with Client Project Manager;
reporting periods to be determined in conjunction with Client.
Consultant shall update the project schedule regularly to show percentage
complete on tasks; reporting periods to be determined in conjunction with Client.
Consultant shall establish and implement a Change Order Process.
73
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EXHIBIT “B” – Work Schedule
Timeline
A detailed MS Project Plan is developed during the Discovery Phase. The following is a tier 1
timeline showing how the project rolls out for the projected end date.
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EXHIBIT “C” – Costs and Fee Schedule
Initial Project Labor Cost Estimate
PHASE HOURS COST
Discovery 44 $5,500
Design, Front End 90 $9,675
Design, Back End 58 $7,250
Development 152 $15,250
Deployment 18 $1,620
Project/Change Management 73 $9,125
Totals 435 $48,420
Hour and cost estimates are based on assumed task complexity levels. If, during Discover,
project complexity is found to be lower or higher, the budget and/or project scope shall be
adjusted accordingly based on Client direction.
Initial Project
Capital Costs
It is assumed that the Client shall assume capital costs for the production
and staging environments.
Additional
Services
Pacific Intermedia is able to provide the following additional services, if
desired by Client.
- Third-party Focus Group Testing
- Production Platform Build Out
- Copywriting
Fee Schedule Project Management $125 Hr
Information/Systems Architect $125 Hr
Database Engineer $125 Hr
Graphic/FLASH Designer $ 90 Hr
Programmer $ 90 Hr
Content/Copy $ 85 Hr
HTML Production $ 85 Hr
Travel Expense Pacific Intermedia, Inc. has experience in managing distance-projects. Our
method is to handle work primarily off-site in Oregon, bringing technical and
management support on-site as needed. We absorb expected travel costs
within our profit margin, and do not charge the client directly or by increasing
rates. For this project, the expected travel is:
6 individual (1 person) trips, 3 days/2nights each
Additional travel at the Client's request, or as the result of a Change Order,
shall be negotiated.
To streamline distance communication and ensure adherence to the travel
budget, Pacific Intermedia, upon approval of the Client, will install an IP or
ISDN video conferencing link. Pacific Intermedia shall supply all equipment.
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Project Resources and Personnel
The core team for the SMARTTrips web design project will be drawn from the following
resource pool.
TEAM MEMBER RESPONSIBILITIES SKILLS
Project Manager Serves as contact point for project schedule
and deliverable issues. Responsible for
ensuring that client expectations are met,
project status reports are completed and
delivered, schedule and budgets are met.
Manages overall team performance.
Strategic Planning
Project Specification, Budget, and Scheduling
Program and Team Management
ROI Analysis
Information Architect Usage specialist and interface designer,
responsible for developing user requirements,
storyboards, and leading the prototyping
effort.
Audience/Usage Analysis
UI and Information Flow Design
Content Management System Usability
Focus Group Testing
System Architect Develops the system logical, physical and
data architectures and models. Leads the
technical development efforts.
Network Architecture and Design
System Architecture and Design
Data Modeling
Enterprise Application and Data Integration
ColdFusion/Java or .NET specialist will be
assigned based on project needs.
Database Engineer Creates, populates and integrates required
database components.
Data Modeling
SQL Server specialist
Graphic/FLASH Designer Design visual interface, graphic elements, and
FLASH elements. Serves as creative director
of the project.
HTML/DHTML
CSS
FLASH
Streaming Video
Programmer Develops business logic and application layer
programs.
J2EE or .NET Visual Basic specialist will be
assigned based on project needs.
HTML Production Develops HTML/DHTML templates and Java
scripts as needed.
HTML/DHTML
CSS
JavaScript
Ongoing Maintenance
Pacific Intermedia will commit to a 3-year maintenance period in which our rates (as specified in
Section 0) will only increase at a cost-of-living rate of 3% annually. Depending on Client
requirements, we will contract maintenance on a "time and materials" basis, or set up a fixed-
fee, not-to-exceed monthly maintenance agreement.
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EXHIBIT "D" – Federal Requirements
TABLE OF CONTENTS
Lobbying Page 2
Access to Records and Reports Page 2-3
Federal Changes Page 3
Contract Works Hours and Safety Standards Page 3-7
No Government Obligation to Third Parties Page 7
Program Fraud and False or Fraudulent Statements Page 8
Termination Page 8-12
Governmentwide Debarment and Suspension
(Nonprocurement) Page 12
Privacy Act Page 13
Civil Rights Requirements Page 13
Patent and Rights in Data Page 14-17
Disadvantaged Business Enterprise (DBE) Page 17-18
Interests of Members of or Delegates to Congress Page 19
Incorporation of Federal
Transit Administration (FTA) Terms Page 19
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LOBBYING
31 U.S.C. 135249 CFR Part 1949 CFR Part 20
Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying
Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. 1601, et seq.]
- Contractors who apply or bid for an award of $100,000 or more shall file the certification
required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier
above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, officer or employee of Congress, or an employee of a member of
Congress in connection with obtaining any Federal contract, grant or any other award covered
by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying
Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds
with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such
disclosures are forwarded from tier to tier up to the recipient.
ACCESS TO RECORDS AND REPORTS
49 U.S.C. 5325 18 CFR 18.36 49 CFR.633.17Access to Records - The following access to
records requirements apply to this Contract:
1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a
subgrantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor agrees
to provide the Purchaser, the FTA Administrator, the Comptroller General of the Unites States
or any of their authorized representatives access to any books, documents, papers and records
of the Contractor which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R.
633.17 to provide the FTA Administrator or his authorized representatives including any PMO
Contractor access to Contractor's records and construction sites pertaining to a major capital
project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through
the programs described at 49 U.S.C. 5307, 5309 or 5311.
2. Where the Purchaser enters into a negotiated contract for other than a small purchase or
under the simplified acquisition threshold and is an institution of higher education, a hospital or
other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in
accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA
Administrator, the Comptroller General of the Unites States or any of their duly authorized
representatives with access to any books, documents, papers and record of the Contractor
which are directly pertinent to this contract for the purposes of making audits, examinations,
excerpts and transcriptions.
3. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in
accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement
(defined at 49 U.S.C. 5302(a)(1) through other than competitive bidding, the Contractor shall
make available records related to the contract to the Purchaser, the Secretary of Transportation
and the Comptroller General or any authorized officer or employee of any of them for the
purposes of conducting an audit and inspection.
4. The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
5. The Contractor agrees to maintain all books, records, accounts and reports required under
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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 Administrator, the Comptroller General, or any of their duly authorized
representatives, have disposed of all such litigation, appeals, claims or exceptions related
thereto. Reference 49 CFR 18.39(i)(11).
FEDERAL CHANGES
49 CFR Part 18
Federal Changes - Contractor shall at all times comply with all applicable FTA regulations,
policies, procedures and directives, including without limitation those listed directly or by
reference in the Agreement (Form FTA MA (2) dated October, 1995) between Purchaser and
FTA, as they may be amended or promulgated from time to time during the term of this
contract. Contractor's failure to so comply shall constitute a material breach of this contract.
CONTRACT WORK HOURS AND SAFETY STANDARDS ACT 40 U.S.C.? 827 -333 (1995)
29 C.F.R. 5 (1995)
29 C.F.R. 1926 (1995)
Pursuant to Section 102 (Overtime):
(1) Overtime requirements - No contractor or subcontractor contracting for any part of the
contract work which may require or involve the employment of laborers or mechanics shall
require or permit any such laborer or mechanic in any workweek in which he or she is
employed on such work to work in excess of forty hours in such workweek unless such laborer
or mechanic receives compensation at a rate not less than one and one-half times the basic
rate of pay for all hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of
the clause set forth in paragraph (1) of this section the contractor and any subcontractor
responsible therefor shall be liable for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States for liquidated damages. Such liquidated
damages shall be computed with respect to each individual laborer or mechanic, including
watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this
section, in the sum of $ 10 for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages - The City of Fort Collins shall
upon its own action or upon written request of an authorized representative of the Department
of Labor withhold or cause to be withheld, from any moneys payable on account of work
performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally-assisted contract subject to the
Contract Work Hours and Safety Standards Act, which is held by the same prime contractor,
such sums as may be determined to be necessary to satisfy any liabilities of such contractor or
subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in
paragraph (2) of this section.
(4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the
clauses set forth in this section and also a clause requiring the subcontractors to include these
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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
years thereafter for all laborers and mechanics working at the site of the work (or under the
United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or
development of the project). Such records shall contain the name, address, and social security
number of each such worker, his or her correct classification, hourly rates of wages paid
(including rates of contributions or costs anticipated for bona fide fringe benefits or cash
equivalents thereof of the types described in section 1 (b)(2)(B) of the Davis-Bacon Act), daily
and weekly number of hours worked, deductions made and actual wages paid. Whenever the
Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or
mechanic include the amount of any costs reasonably anticipated in providing benefits under a
plan or program described in section 1 (b)(2)(B) of the Davis-Bacon Act, the contractor shall
maintain records which show that the commitment to provide such benefits is enforceable, that
the plan or program is financially responsible, and that the plan or program has been
communicated in writing to the laborers or mechanics affected, and records which show the
costs anticipated or the actual cost incurred in providing such benefits. Contractors employing
apprentices or trainees under approved programs shall maintain written evidence of the
registration of apprenticeship programs and certification of trainee programs, the registration of
the apprentices and trainees, and the ratios and wage rates prescribed in the applicable
programs.
Section 107 (OSHA):
Contract Work Hours and Safety Standards Act
(i) The Contractor agrees to comply with section 107 of the Contract t Work Hours and Safety
Standards Act, 40 U.S.C. section 333, and applicable DOL regulations, " Safety and Health
Regulations for Construction " 29 C.F.R. Part 1926. Among other things, the Contractor agrees
that it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous
surroundings or working conditions.
(ii) Subcontracts - The Contractor also agrees to include the requirements of this section in
each subcontract. The term "subcontract" under this section is considered to refer to a person
who agrees to perform any part of the labor or material requirements of a contract for
construction, alteration or repair. A person who undertakes to perform a portion of a contract
involving the furnishing of supplies or materials will be considered a "subcontractor" under this
section if the work in question involves the performance of construction work and is to be
performed: (1) directly on or near the construction site, or (2) by the employer for the specific
project on a customized basis. Thus, a supplier of materials which will become an integral part
of the construction is a "subcontractor' if the supplier fabricates or assembles the goods or
materials in question specifically for the construction project and the work involved may be said
to be construction activity. If the goods or materials in question are ordinarily sold to other
customers from regular inventory, the supplier is not a "subcontractor." The requirements of this
section do not apply to contracts or subcontracts for the purchase of supplies or materials or
articles normally available on the open market.
If it is later determined by the City of Fort Collins that the Contractor had an excusable reason
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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 City of Fort Collins, 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 City of Fort Collins 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 City of Fort Collins' 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 City of Fort Collins setting forth the nature of said breach
or default, the City of Fort Collins 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 City of Fort Collins 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 City of Fort Collins elects to waive
its remedies for any breach by Contractor of any covenant, term or condition of this Contract,
such waiver by the City of Fort Collins shall not limit the City of Fort Collins' 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 City of Fort Collins may
terminate this contract for default. The City of Fort Collins 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 City of Fort Collins may terminate this contract for default. The
City of Fort Collins 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 City of Fort Collins, protect and preserve the goods until
surrendered to the Recipient or its agent. The Contractor and the City of Fort Collins 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
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termination had been issued for the convenience of the City of Fort Collins.
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 City of Fort Collins may
terminate this contract for default. The City of Fort Collins shall terminate by delivering to the
Contractor a Notice of Termination specifying the nature of the default. In this event, the
Recipient may take over the work and compete it by contract or otherwise, and may take
possession of and use any materials, appliances, and plant on the work site necessary for
completing the work. The Contractor and its sureties shall be liable for any damage to the
Recipient resulting from the Contractor's refusal or failure to complete the work within specified
time, whether or not the Contractor's right to proceed with the work is terminated. This liability
includes any increased costs incurred by the Recipient in completing the work.
The Contractor's right to proceed shall not be terminated nor the Contractor changed with
damages under this clause if-
1. the delay in completing the work arises from unforeseeable causes beyond the control and
without the fault or negligence of the Contractor. Examples of such causes include: acts of
God, acts of the Recipient, acts of another Contractor in the performance of a contract with the
Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and
2. the contractor, within [1 0] days from the beginning of any delay, notifies the City of Fort
Collins in writing of the causes of delay. If in the judgment of the City of Fort Collins, the delay
is excusable, the time for completing the work shall be extended. The judgment of the City of
Fort Collins 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 City of
Fort Collins 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 City of Fort
Collins 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.
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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 City of Fort Collins 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 City of Fort Collins 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 City of Fort Collins, or property supplied to the Contractor by the City of Fort Collins. If the
termination is for default, the City of Fort Collins 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 City of Fort
Collins and the parties shall negotiate the termination settlement to be paid the Contractor.
If the termination is for the convenience of the City of Fort Collins, 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 City of Fort Collins 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 City of Fort Collins, after
setting up a new work schedule, may allow the Contractor to continue work, or treat the
termination as a termination for convenience.
NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal
Government.
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the Federal Government, the
Federal Government is not a party to this contract and shall not be subject to any obligations or
liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in
whole or in part with Federal assistance provided by FTA. It is further agreed that the clause
shall not be modified, except to identify the subcontractor who will be subject to its provisions.
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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 City of Fort Collins 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 City of Fort Collins to be paid the Contractor.
If the Contractor has any property in its possession belonging to the City of Fort Collins, the
Contractor will account for the same, and dispose of it in the manner the City of Fort Collins
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 City of Fort Collins 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
03
performed in accordance with the manner of performance set forth in the contract.
If it is later determined by the City of Fort Collins 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 City of Fort Collins, 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 City of Fort Collins 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 City of Fort Collins' 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 City of Fort Collins setting forth the nature of said
breach or default, the City of Fort Collins 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 City of Fort Collins 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 City of Fort Collins elects to
waive its remedies for any breach by Contractor of any covenant, term or condition of this
Contract, such waiver by the City of Fort Collins shall not limit the City of Fort Collins' 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 City of Fort Collins
may terminate this contract for default. The City of Fort Collins 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 City of Fort Collins may terminate this contract for default. The
City of Fort Collins 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 City of Fort Collins, protect and preserve the goods
until surrendered to the Recipient or its agent. The Contractor and the City of Fort Collins shall
agree on payment for the preservation and protection of goods. Failure to agree on an amount
will be resolved under the Dispute clause.
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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 City of Fort Collins.
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 City of Fort Collins may
terminate this contract for default. The City of Fort Collins shall terminate by delivering to the
Contractor a Notice of Termination specifying the nature of the default. In this event, the
Recipient may take over the work and compete it by contract or otherwise, and may take
possession of and use any materials, appliances, and plant on the work site necessary for
completing the work. The Contractor and its sureties shall be liable for any damage to the
Recipient resulting from the Contractor's refusal or failure to complete the work within specified
time, whether or not the Contractor's right to proceed with the work is terminated. This liability
includes any increased costs incurred by the Recipient in completing the work.
The Contractor's right to proceed shall not be terminated nor the Contractor changed
with damages Under this clause if-
1. the delay in completing the work arises from unforeseeable causes beyond the control and
without the fault or negligence of the Contractor. Examples of such causes include: acts of
God, acts of the Recipient, acts of another Contractor in the performance of a contract with the
Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and
2. the contractor, within [10] days from the beginning of any delay, notifies the City of Fort
Collins in writing of the causes of delay. If in the judgment of the City of Fort Collins, the delay
is excusable, the time for completing the work shall be extended. The judgment of the City of
Fort Collins 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 City of
Fort Collins 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 City of Fort
Collins 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.
03
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.
i. Termination for Convenience of Default (Cost-Type Contracts) The City of
Fort Collins 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 City
of Fort Collins 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 City of Fort Collins, or property supplied to the Contractor by the City of Fort
Collins. If the termination is for default, the City of Fort Collins 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
City of Fort Collins and the parties shall negotiate the termination settlement to be paid the
Contractor.
If the termination is for the convenience of the City of Fort Collins, 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 City of Fort Collins
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 City of
Fort Collins, 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 City of Fort Collins may pursue
available remedies, including suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice to
03
the City of Fort Collins 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 City of Fort Collins 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 City of Fort Collins.
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 City of Fort
Collins may pursue available remedies including suspension and/or debarment.
"Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower
Tier Covered Transaction"
(1) The prospective lower tier participant certifies, by submission of this bid or
proposal, that neither it nor its "principals" [as defined at 49 C.F.R. 29.105(p)] is presently
debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal department or agency.
(2) When the prospective lower tier participant is unable to certify to the
statements in this certification, such prospective participant shall attach an explanation to this
proposal.
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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.
(2) The Contractor also agrees to include these requirements in each subcontract
to administer any system of records on behalf of the Federal Government financed in whole or
in part with Federal assistance provided by FTA.
CIVIL RIGHTS REQUIREMENTS
29 U.S.C.623, 42 U.S.C. 2000
42 U.S.C.6102, 42 U.S.C. 12112
42 U.S.C.12132, 49 U.S.C. 5332
29 CFR Part 1630, 41 CFR Parts 60 et seq.
Civil Rights - The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42
U.S.C. 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C.
6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. 12132, and Federal
transit law at 49 U.S.C. 5332, the Contractor agrees that it will not discriminate against any
employee or applicant for employment because of race, color, creed, national origin, sex, age,
or disability. In addition, the Contractor agrees to comply with applicable Federal implementing
regulations and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract:
(a) Race, Color, Creed,. National Origin, Sex - In accordance with Title VI I of the Civil Rights
Act, as amended, 42 U.S.C.2000e, and Federal transit laws at 49 U.S.C. 5332, the Contractor
agrees to comply with all applicable equal employment opportunity requirements of U.S.
Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et cet.,
(which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended
by Executive Order No. 11375, "Amending Executive Order 1 1 246 Relating to Equal
Employment Opportunity," 42 U.S.C. 2000e note), and with any applicable Federal statutes,
executive orders, regulations, and Federal policies that may in the future affect construction
activities undertaken in the course of the Project. The Contractor agrees to take affirmative
03
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) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967,
as amended, 29 U.S.C. 623 and Federal transit law at 49 U.S.C. 5332, the Contractor agrees
to refrain from discrimination against present and prospective employees for reason of age. In
addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 U.S.C. 12112, the Contractor agrees that it will comply with the requirements of
U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining
to employment of persons with disabilities. In addition, the Contractor agrees to comply with
any implementing requirements FTA may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed
in whole or in part with Federal assistance provided by FTA, modified only if necessary to
identify the affected parties.
PATENT AND RIGHTS IN DATA
37 CFR Part 401
49 CFR Parts 18 and 19
The FTA patent clause is substantially similar to the text of 49 C.F.R. Part 19, Appendix A,
Section 5, but the rights in data clause reflects FTA objectives. For patent rights, FT/k is
governed by Federal law and regulation. For data rights, the text on copyrights is insufficient to
meet FTA's purposes for awarding research grants. This model clause, with larger rights ,as a
standard, is proposed with the understanding that this standard could be modified to FTA's
needs.
CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK.
A. Rights in Data - This following requirements apply to each contract involving
experimental, developmental or research work:
(1) The term "subject data" used in this clause means recorded information, whether or not
copyrighted, that is delivered or specified to be delivered under the contract. The term includes
graphic or pictorial delineation in media such as drawings or photographs; text in specifications
or related performance or design-type documents; machine forms such as punched cards,
magnetic tape, or computer memory printouts; and information retained in computer memory.
Examples include, but are not limited to: computer software, engineering drawings and
associated lists, specifications, standards, process sheets, manuals, technical reports, catalog
item identifications, and related information. The term "subject data" does not include financial
reports, cost analyses, and similar information incidental to contract administration.
(2) The following restrictions apply to all subject data first produced in the performance of
the contract to which this Attachment has been added:
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(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)l and
(2)(b)2 of this clause below. As used in the previous sentence, "for Federal Government
purposes," means use only for the direct purposes of the Federal Government. Without the
copyright owner's consent, the Federal Government may not extend its Federal license to any
other party.
1. Any subject data developed under that contract, whether or not a copyright has been
obtained; and
2. Any rights of copyright purchased by the Purchaser or Contractor using Federal
assistance in whole or in part provided by FTA.
(c) When FTA awards Federal assistance for experimental, developmental, or research
work, it is FTA's general intention to increase transportation knowledge available to the public,
rather than to restrict the benefits resulting from the work to participants in that work.
Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing
experimental, developmental, or research work required by the underlying contract to which
this Attachment is added agrees to permit FTA to make available to the public, either FTA's
license in the copyright to any subject data developed in the course of that contract, or a copy
of the subject data first produced under the contract for which a copyright has not been
obtained. If the experimental, developmental, or research work, which is the subject of the
underlying contract, is not completed for any reason whatsoever, all data developed under that
contract shall become subject data as defined in subsection (a) of this clause and shall be
delivered as the Federal Government may direct. This subsection (c), however, does not apply
to adaptations of automatic data processing equipment or programs for the Purchaser or
Contractor's use whose costs are financed in whole or in part with Federal assistance provided
by FTA for transportation capital projects.
(d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser
and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its
officers, agents, and employees acting within the scope of their official duties against any
liability, including costs and expenses, resulting from any willful or intentional violation by the
Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the
publication, translation, reproduction, delivery, use, or disposition of any data furnished under
that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the
Federal Government for any such liability arising out of the wrongful act of any employee,
official, or agents of the Federal Government.
(e) Nothing contained in this clause on rights in data shall imply a license to the Federal
Government under any patent or be construed as affecting the scope of any license or other
right otherwise granted to the Federal Government under any patent.
03
(f) Data developed by the Purchaser or Contractor and financed entirely without using
Federal assistance provided by the Federal Government that has been incorporated into work
required by the underlying contract to which this Attachment has been added is exempt from
the requirements of subsections (b), (c), and (d) of this clause, provided that the Purchaser or
Contractor identifies that data in writing at the time of delivery of the contract work.
(g) Unless FTA determines otherwise, the Contractor agrees to include these requirements
in each subcontract for experimental, developmental, or research work financed in whole or in
part with Federal assistance provided by FTA.
(3) Unless the Federal Government later makes a contrary determination in writing,
irrespective of the Contractor's status (i.e., a large business, small business, state government
or state instrumentality, local government, nonprofit organization, institution of higher education,
individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to
provide, through FTA, those rights in that invention due the Federal Government as described
in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and
Cooperative Agreements," 37 C.F.R. Part 401.
(4) The Contractor also agrees to include these requirements in each subcontract for
experimental, developmental, or research work financed in whole or in part with Federal
assistance provided by FTA.
B. Patent Rights - The following requirements apply to each contract involving
experimental, developmental, or research work:
(1) General - If any invention, improvement, or discovery is conceived or first actually
reduced to practice in the course of or under the contract to which this Attachment has been
added, and that invention, improvement, or discovery is patentable under the laws of the United
States of America or any foreign country, the Purchaser and Contractor agree to take actions
necessary to provide immediate notice and a detailed report to the party at a higher tier until
FTA is ultimately notified.
(2) Unless the Federal Government later makes a contrary determination in writing,
irrespective of the Contractor's status (a large business, small business, state government or
state instrumentality, local government, nonprofit organization, institution of higher education,
individual), the Purchaser and the Contractor agree to take the necessary actions to provide,
through FTA, those rights in that invention due the Federal Government as described in U.S.
Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations
and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," 37 C.F.R. Part 401.
(3) The Contractor also agrees to include the requirements of this clause in each
subcontract for experimental, developmental, or research work financed in whole or in part with
Federal assistance provided by FTA.
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DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 23
DBE Policy- It is the policy of the Department of Transportation, hereinafter referred to as DOT
that Disadvantaged Business Enterprises, as defined in 49 CFR Part 23, shall have the
maximum opportunity to participate in the performance of contracts financed in whole or in part
with Federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR
Part 23 apply to this agreement.
DBE Obligation - The grantees and its vendors agree to ensure that DBEs as defined in 409
CFR Part 23, have the maximum opportunity to participate in the performance of contracts and
subcontracts financed in whole or in part with Federal funds provided under this Agreement. In
this regard, all grantees and vendors shall take all necessary and reasonable steps in
accordance with 49 CFR Part 23 to ensure that the DBE have the maximum opportunity and
shall not discriminate on the basis of race, color, national origin, or sex in the award and
performance of DOT-assisted contracts.
Disadvantaged Business Enterprise Provision
1. The Federal Fiscal Year goal has been set by the City of Fort Collins in an attempt to
match projected procurements with available qualified disadvantaged businesses. the City of
Fort Collins goals for budgeted service contracts, bus parts, and other material and supplies for
Disadvantaged Business Enterprises have been established by the City of Fort Collins 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 City of Fort Collins 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 City of Fort Collins
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 City of Fort Collins to promote the development and increase the
participation of businesses owned and controlled by disadvantaged. DBE involvement in all
phases of the City of Fort Collins procurement activities is encouraged.
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(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 City of Fort Collins 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 City of Fort Collins DBE program.
These records and documents will be made available at reasonable times and places for
inspection by any authorized representative of the City of Fort Collins and will be submitted to
the City of Fort Collins upon request.
(e) The City of Fort Collins will provide affirmative assistance as may be reasonable and
necessary to assist the prime contractor in implementing their programs for DBE participation.
The assistance may include the following upon request:
* Identification of qualified DBE
* Available listing of Minority Assistance Agencies
* Holding bid conferences to emphasize requirements
2. DBE Program Definitions, as used in the contract:
(a) Disadvantaged business "means a small business concern":
i. Which is at least 51 percent owned by one or more socially and economically
disadvantaged individuals, or, in the case of any publicly owned business, at least 51 percent of
the stock of which is owned by one or more socially and economically disadvantaged
individuals; and
ii. Whose management and daily business operations are controlled by one or more of the
socially and economically disadvantaged individuals who own it. or
iii. Which is at least 51 percent owned by one or more women individuals, or in the case of
any publicly owned business, at least 51 % of the stock of which is owned by one or more
women individuals; and
iv. Whose management and daily business operations are controlled by one or more
women individuals who own it.
(b) "Small business concern" means a small business as defined by Section 3 of the Small
Business Act and Appendix B - (Section 106(c)) Determinations of Business Size.
(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
03
admitted permanent residents) and who are black Americans, Hispanic Americans, Native
Americans, Asian-Pacific Americans, Asian-Indian Americans, or women, and any other
minorities or individuals found to be disadvantaged by the Small Business Administration
pursuant to section 8(a) of the Small Business Act.
i. "Black Americans", which includes persons having origins in any of the Black racial
groups of Africa;
ii. "Hispanic Americans", which includes persons of Mexican, Puerto Rican, Cuba, Central
or South American, or other Spanish or Portuguese culture or origin, regardless of race;
iii. "Native Americans', which includes persons who are American Indians, Eskimos,
Aleuts, or Native Hawaiians;
iv. "Asian-Pacific Americans", which includes persons whose origins are from Japan,
China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U.S.
Trust Territories of Pacific, and the Northern Marianas;
v. "Asian-Indian Americans", which includes persons whose origins are from India,
Pakistan, and Bangladesh.
INTERESTS OF MEMBERS OF OR DELEGATES TO CONGRESS
No member of or delegate to the Congress of the United States shall be admitted to any share
or part of this Agreement or to any benefit arising therefrom.
PROHIBITED INTEREST
No employee, officer, or agent of the grantee shall participate in selection, or in the award or
administration of a contract if a conflict of interest, real or apparent, would be involved. Such
conflict would arise when:
The employee, officer or agent; any member of his immediate family; his or her partner; or an
organization which employs, or is about to employ, has a financial or other interest in the firm
selected for award. The grantee's officers, employees, or agents shall neither solicit nor accept
gratuities, favors or anything of monetary value from contractors, potential contractors, or
parties of subagreements.
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
FTA Circular 4220.ID
Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions
include, in part, certain Standard Terms and Conditions required by DOT, whether or not
expressly set forth in the preceding contract provisions. All contractual provisions required by
DOT, as set 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 City of Fort Collins requests which would cause the City of Fort Collins to be in violation of
the FTA terms and conditions.
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Carpool Matching Service
project.
8
Alpha Release &
QA Testing
Consultant shall release alpha code to testing
environment and conduct the following tests against
system requirements and models:
- Integration testing
- Load testing
- Performance testing
- ADA-compliance testing
Consultant shall document the tests performed and
their results.
Consultant will attach this
document to a documented
request to proceed with initial
construction in Client test (or
staging) platform.
16
Beta Release and
Acceptance Testing
Consultant shall release beta code to Client staging
environment for acceptance testing.
Consultant shall fix bugs and release new code as
required.
Client shall test code and
sign-off of system.
24
Subtotal 152
be limited to static "canned" responses. The
prototype will not interface with any databases,
but will show the "look and feel" and usage flow
of the final system.
Tools: HTML
This includes client review
and sign-off. Consultant as
an optional expense can
handle full focus group
testing.
32
Subtotal 90