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HomeMy WebLinkAboutRFP - P1076 WEBSITE UPDATE AND SUPPORT MPO (2)nGWVGJ 1 VWn rnwrwoNL P1076 WEBSITE UPDATE/SUPPORT-NFRMPO The City of Fort Collins on behalf of the North Front Range Metropolitan Planning Organization (NFRMPO) is accepting written proposals from qualified firms Written proposals five (5) will be received at the City of Fort Collins' Purchasing Division 215 North Mason St 2nd floor Fort Collins Colorado 80521 Proposals will be received before 3 00 p m (our clock) July 20 2007 Proposal No P1076 If delivered they are to be sent to 215 North Mason Street 2nd Floor Fort Collins Colorado 80524 If mailed the address is P O Box 580 Fort Collins 80522-0580 Questions concerning the scope of the protect should be directed to Maryann Greene phone (970) 221-6243 email mgreeneafcaov com Questions regarding proposals submittal or process should be directed to David Carey CPPB Buyer phone (970) 416-2191 email dcareyafcgov com A copy of the Proposal may be obtained as follows Download the Proposal/Bid from the BuySpeed Webpage httos //secure2 fcgov com/bso/login iso Come by Purchasing at 215 North Mason St 2"' floor Fort Collins and request a copy of the Bid Sales Prohibited/Conflict of Interest No officer employee or member of City Council shall have a financial interest in the sale to the City of any real or personal property equipment material supplies or services where such officer or employee exercises directly or indirectly any decision making authority concerning such sale or any supervisory authority over the services to be rendered This rule also applies to subcontracts with the City Soliciting or accepting any gift gratuity favor entertainment kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited Collusive or sham proposals Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities Sincerely James B O Neill II CPPO FNIGP Director of Purchasing & Risk Management 21-- North lins"n titrut I low 110 Bav ENO 1 ort (o11w, ( 0 805-2 080 (9" 0) It 67-; 1 n (970) 221 6707 www Ickov coin 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 ansing 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 anse 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 MPO 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 THE NFRT & AQPC City of Fort Collins Attn Attn Purchasing Address 235 Mathews St PO Box 590 City, ST Zip 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 1D 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 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 n 24 Grant Assurances and Federal Requirements 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 § 3 80 1, et seq , 49 C F R Part 31, and 18 US CA §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 US CA § 2000d, § 303 of the Age Discrimination Act of 1975, 42 US CA § 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 Severabilrtv 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 C, attached hereto and incorporated herein by this reference and Exhibit D, attached hereto and incorporated herein by this reference 5 THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (MPO) Cliff Davidson, Executive Director STATE OF COLORADO COUNTY OF PROFESSIONAL By Title ss The foregoing instrument was subscribed, sworn to and acknowledged before me this day of , 2005, by [as of ] My commission expires (SEAL) Notary Public 6 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL AND DATED Work Order Number Purchase Order Number Protect 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 a User The attached forms consisting of (_) 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 as Date Date EXHIBIT B [INSERT COMPENSATION RATES HERE] s /shared/rfp/website update doe EXHIBIT C - 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 reflects 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)l 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 3 s /shared/rfp/website update doe (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, ansmg 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 (e) 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 4 s /shared/rfp/website update doc (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 her 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 Finns 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 s /shared/rfp/webslte update doe EXHIBIT D Prohibition Against Employing Illegal Aliens This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work Pursuant to Section 8-17 5-101 C R S at seq Contractor represents and agrees that a As of the date of this Agreement 1 Contractor does not knowingly employ or contract with an illegal alien and 2 Contractor has participated or attempted to participate in the basic pilot employment verification program created in Public Law 208 104th Congress as amended and expanded in Public Law 156 108th Congress as amended administered by the United States Department of Homeland Security (the Basic Pilot Program ) in order to confirm the employment eligibility of all newly hired employees b Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement c Contractor shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter until Contractor is accepted or the public contract for services has been completed whichever is earlier The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued d Contractor is prohibited from using Basic Pilot Program procedures to undertake pre- employment screening of job applicants while this Agreement is being performed e If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien Contractor shall 1 Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien and 2 Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien f Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the Department ) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17 5-102 (5) C R S g If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8 17 5 102 C R S the City may terminate this Agreement If this Agreement is so terminated Contractor shall be liable for actual and consequential damages to the City arising out of Contractors violation of Subsection 8-17 5-102 C R S h The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach s /shared/rfp/website update doc REQUEST FOR PROPOSAL P1076 WEBSITE UPDATE/SUPPORT-NFRMPO PROJECT DESCRIPTION INTRODUCTION The NFRMPO is responsible for long range transportation planning activities throughout northern Colorado The North Front Range Metropolitan Planning Organization (NFRMPO or MPO) is an organization of thirteen local governments that is responsible for long range transportation planning in the North Front Range of Colorado Members of the MPO are Fort Collins, Greeley, Loveland, Timnath, Berthoud, Windsor, Johnstown, Milliken, Evans, Garden City, LaSalle, and Weld and Lanmer Counties The Colorado Department of Transportation (CDOT) and the State Air Quality Control Commission (AQCC) are also members The NFRMPO works on a regional scale that covers approximately 600 square miles GENERAL INFORMATION This Request for Proposal is to select a firm to update the NFRMPO website— www nfrmpo org It has been several years since the website has been updated The following items to be addressed include but are not limited to navigation on the site, adding new features, customer service capabilities, public involvement, access to data, kiosk capabilities and new graphics and format modifications This Request for Proposal is for a work order type agreement that would allow the NFRMPO to use the selected firm for further website related projects and support The contract length will be for one (1) year with up to four (4) one-year renewals ENVIRONMENT The NFRMPO website will be hosted by Microsoft -based server housed at the City of Fort Collins Management Information Services Department with at least 200MB of space available EVALUATION AND AWARD It is the intent of the NFRMPO to select a firm and to enter into a Professional (Work Order) Services Agreement to provide the services described herein Sample included A NFRMPO evaluation team will rank the proposals based on the NFRMPOs' procedures for the review of professional firms The highest -ranked firms will then be invited to make formal oral presentations to the evaluation team Based on these interviews, a professional firm will be retained to provide these services The Professional (Work Order) Services Agreement will be in full force and effect for the life of the project tasks 1 PROJECT TASKS The successful firm must demonstrate the ability to perform the following services under a work order contract and project related scopes of work as determined by the NFRMPO including, but not limited to • Initial lackoff meeting The selected professional firm will schedule a kickoff meeting with relevant MPO staff to discuss project scope and timeline Please provide a draft agenda for the kickoff meeting • User survey A survey instrument will be developed by the professional firm and administered to website users The intent of the survey is to determine the user's current perception of the website and what improvements are necessary in their opinion The website is used on a regular basis by members of the MPO including elected officials and staff from member governments that are a part of the MPO The MPO will provide the contact information for these individuals • Data Access and Sharing A feature currently on the NFRMPO website is a link to a data repository that was built several years ago The MPO has decided to revisit the distribution of geographic data on the website There are three areas of distribution The first is static images, the second is geographic data available for download, and the th dd is interactive mapping using ArcIMS The MPO is interested in having all three on the website with the first two items being the priority ArcIMS is currently being installed on the NFRMPO server with no capabilities on the current website The winning firm will create user -submission form that provides password -protected access to the data repository upon completion of the form and approval by a site administrator While the MPO does not want to restrict access to this data, we want to know who is using for future outreach efforts A limited round of use and security testing for the site with representatives of the user survey along with final adjustments is required • Public Access and Involvement The NFRMPO consistently participates in the public involvement process We are seeking a simple email registration form that allows site visitors to register for email announcements whenever each of these pages is updated The new website should include, but is not limited to, the following public involvement pages 1 Press releases listed chronologically and categorized by year 2 Executive Directors Report -two pages of text issued monthly 2 3 Meetings Information that includes the meeting announcement, agenda, work packet, and meeting minutes for the following meetings a NFRMPO Council b Transportation Advisory Committee c Transit Advisory Group 4 Special Events — List of NFRMPO events list chronologically with hyperlinks to the newly created event 5 Employment Opportunities —List of current job openings in chronological order in Acrobat format • Links to NFRMPO partnering agencies, municipalities, and organizations The NFRMPO works closely with several organizations and agencies The NFRMPO seek active links to the agencies with a map that graphically depicts the regions while also provide transportation -related data about each member organization and agency • Cohesive Graphics Design The winning firm will demonstrate a consistent visual and color scheme that depicts the NFRMPO as a supportive transportation agency The design should adapt any existing NFRMPO promotional materials to create the site's graphical design The use of active content and animation is encouraged as long as it protects browser compatibility • Easy administrative functions It is anticipated that the NFRMPO staff will do content editing on the website that will include editing text, adding links, changing graphics, and adding reports The selected firm should provide design site layouts develop the hypertext structure and organizing the content for ease of use Manager The backend interface should be easy to use and understand The selected firm will provide training to key MPO staff on updating and using the website for administrative purposes • Search Functionality Create on -site services and features which may include keyword searches and meta tags to NFRMPO onsite reports and maps, search engines, a site index and a site map • Handicap Accessibility Develop a text only site which meets federal standards for handicapped accessibility (Federal guidelines, Section 508) Information can be found at this website www usability eov • Work order The selected firm will have the opportunity to provide additional services with the NFRMPO as this will be a work order type professional services agreement, though this is not a guarantee of future services Major modifications will involve a written scope of work HOURLY RATE Provide an hourly rate for ongoing service that may include but are not limited to, the following Modification to the website beyond MPO staff capabilities Procurement updates (RFPs, quotes) Incorporation of video/audio MPO staff support/training as needed TRAVEL The NFRMPO office is located in Fort Collins, Colorado and travel expenses should be included in the proposal There is a limited budget for projects, so travel expenses should be considered carefully REVIEW AND ASSESSMENT Professional firms will be evaluated on the following criteria These criteria will be the basis for review of the written proposals and interview session The rating scale shall be from 1 to 5 with 1 being a poor rating 3 being an average rating, and 5 being an outstanding rating WEIGHTING FACTOR QUALIFICATION STANDARD Does the proposal show an understanding of the project 20 Scope of Proposal objective methodology to be used and results that are desired from the pro ect? Do the persons who will be working on the project have 20 Assigned Personnel the necessary skills? Are sufficient people of the requisite skills assigned to the project9 Can the work be completed in the necessary time? Can 1 0 Availability the target start and completion dates be met? Are other qualified personnel available to assist in meeting the project schedule if required? Is the project team available to attend meetings as required by the Scope of Work? Is the firm interested and are they capable of doing the 1 0 Motivation work in the required time frame? Do the proposed cost and work hours compare favorably 20 Cost and with the project Manager's estimate? Are the work Work Hours hours presented reasonable for the effort required in each projecttask orphase? Does the firm have the support capabilities the assigned 20 Firm Capability personnel require? Has the firm done previous projects of this type and scope? REFERENCE EVALUATION (Top Ranked Firm) The Project Manager will check references using the following criteria The evaluation rankings will be labeled Satisfactory/Unsatisfactory QUALIFICATION STANDARD Overall Performance Would you hire this Professional again9 Did they show the skills required by this project? Timetable Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner? Completeness Was the Professional responsive to client needs, did the Professional anticipate problems? Were problems solved quickly and effectively? Budget Was the original Scope of Work completed within the project budget? Job Knowledge a) If a study, did it meet the Scope of Work? b) If Professional administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively? PROFESSIONAL (WORK ORDER) SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _ day of , 2005, by and between THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (the "MPO") and , ("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 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 A and incorporated herein by this reference 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 Wao, and shall continue in full force and effect until f4go, 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 O additional one year periods Pricing changes shall be negotiated by and agreed to by both parties and may not exceed the Denver -Boulder CPI-U as published by the Colorado State Planning and Budget Office Written notice of renewal shall be provided to Professional 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 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 convenience of the MPO 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, ansing 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 B, attached hereto and incorporated herein by this reference At the election of the MPO, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order Monthly invoices are required and shall include a description of services performed, along with number of hours and stated rates per hour Supporting documentation shall 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 2 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 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 MPO c