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HomeMy WebLinkAbout113275 ALLER-LINGLE-MASSEY ARCHITECTS PC - CONTRACT - BID - 7023 SOUTH TRANSIT CENTERPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Aller • Lingle • Massey Architects P.C., 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: Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of eight (8) 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 (l) page, and incorporated herein by this reference. 3. Contract Period. This Agreement shall commence August 21, 2009, and shall continue in full force and effect until July 15, 2011, unless sooner terminated as herein provided. 4. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: With Copy to: Aller • Lingle • Massey Architects P.C. City of Fort Collins, City of Fort Collins, Attn: Mr. David Lingle Transportation Planning Purchasing 712 Whalers Way Attn: Mr. Steve McQuilkin PO Box 580 Building B, Suite 100 PO Box 580 Fort Collins, CO 80522 Fort Collins, CO 80525 Fort Collins, CO 80522 Standard Professional Services Agreement- rev07/09 EXHIBIT A SCOPE OF SERVICES 1.10 Program Development BHA Design Inc. will coordinate the site planning process to identify and evaluate design alternatives for development of the South Transit Center site. HDR Engineering Inc. will use their expertise in transit planning to work together with the design team to propose and evaluate effective site design strategies. Design parameters shall include: • Interface of the STC site with the Mason Corridor BRT guideways, bike/hike trail and parking areas • Integration of the STC site with the fixed route Transfort system • Interface of the building and bus shelters with pedestrian access, parking and other site amenities • On -site traffic circulation patterns and parking configurations • Enhancement of pedestrian and bicycle access to the site • Compatibility of initial construction with future redevelopment, or intensification of development, of the site • LEED and sustainable design goals • Opportunities to incorporate art into the site and building designs This phase of the project will involve extensive coordination with many City departments, including Transfort, Transportation Planning, Engineering, Current and Advance Planning, Building and Zoning, Utilities, Stormwater and Operations Services, in addition to the Mason Corridor BRT project team. 1.11 Design Workshop BHA Design, Inc. and Alter. Lingle -Massey Architects P.C. will coordinate and lead a workshop for the conceptual design of both the site and building. The purpose of the workshop is to listen to all opinions concerning the use and development of the South Transit Center, and to encourage the best ideas to emerge. The workshop will be planned for a full 1-day period. The participants may be broken into subgroups by department or area of interest or remain as one large group, as determined by the City. They will be guided through a series of interactive discussions that will provoke creative thinking about the potential of the South Transit Center, including the potential for future mixed -use development. Each group will develop refined program ideas, lists of goals and objectives, and sustainabitity objectives, forming the basis for the Conceptual Design phase. 1.12 Conceptual Site Design Following the workshop, BHA Design, Inc. will develop conceptual site design alternatives that respond to the input from all City department staffs, and that meet the established program requirements. 1.13 Community Open House With assistance from the City's Current Planning Department, we will facilitate a community open house to present the site design alternatives developed through the site workshop and subsequent design work. This is the only community presentation meeting dedicated to the South Transit Center project; however, Alter- Lingle -Massey Architects P.C. and BHA Design Inc. will attend other community open houses for the Mason Corridor to represent the project. 1.14 Preferred Site Plan Following the community open house, BHA Design, Inc. and the design team will refine the various options for the site into a single, preferred site plan concept that addresses the issues, challenges and opportunities that were defined during the workshop. Graphics may include plans, maps, diagrams, sections, axonometric views or digital models. 1.15 Quality Control Aller•Lingle-Massey Architects P.C. will provide overall project management and quality control. Our project architect will lead the design team in each design phase to assure that the project design meets the City's expectations for durability, maintainability, energy efficiency and life -cycle cost effectiveness. As discussed in the Design Team and Project Management section, our in-house quality control program is headed by one of the principals not directly involved in the project. Deliverables: • Design fee proposal • Outline of project parameters and goals • Project schedule • Geotechnical report • Topographic survey • Existing site assessment, 24" x 36" • Workshop graphics (plans, perspectives, elevations, etc.) • Conceptual site design alternatives, 24" x 36" • Preferred conceptual site plan, 24" x 36" • Digital images of graphics suitable for PowerPoint or posting on the Mason Corridor website Anticipated number of meetings: • One (1) project start-up meeting • Two (2) programming meetings with City staff 2 Aller•Lingle-Massey Architects P.C. EXHIBIT A SCOPE OF SERVICES • One (1) pre -workshop planning meeting • One (1) full day design workshop • One (1) Conceptual Site Design review meeting to select preferred alternative • One (1) community open house PHASE 2 - CONCEPTUAL AND PRELIMINARY DESIGN 2.1 Conceptual Design The Conceptual Design process for the South Transit Center building and shelters will build upon the results of the site design workshop to confirm or revisit the following basic topics: • Building siting and orientation alternatives • Design image and relationship with other Mason Corridor bus stop design typologies • Floor plan alternatives • Construction types and materials • Mechanical and electrical systems design parameters • Exterior and interior signage and "way finding' graphics • LEED and sustainable design goals • Lessons learned from development and operation of the Downtown and CSU Transit Centers 2.2 Conceptual Design Alternatives Aller•Lingle -Massey Architects P.C. will develop alternative conceptual design solutions that respond to the input gathered from the design workshop and that meet the established program requirements, including preliminary building floor plans and conceptual building elevations. We will explore with the Transfort and Mason Corridor staffs those aspects of any facilities they have toured so as to incorporate these ideas into the design for this project. 2.3 Preferred Conceptual Design Alternative Conceptual site plan and building floor plan alternatives will then be refined and presented to the project design committee for review, and we will assist you in evaluating and selecting the preferred design solution. 2.4 Conceptual Review A conceptual site plan will be prepared illustrating the preferred design solution and submitted to the City of Fort Collins for Conceptual Review. 2.5 Structural Systems Evaluation The architect and KLEtA Inc., the structural engineer, will evaluate alternative structural systems for the building and shelters roof framing. 2.6 Mechanical and Electrical Systems Evaluation The Ballard Group and Integrated Electrical Systems (IES), the mechanical and electrical engineering consultants, together with our LEED consultant, will evaluate alternative mechanical and electrical systems, as appropriate to maximize the energy efficiency and cost-effectiveness of the proposed systems. 2.7 Code Review We will initiate a preliminary building code evaluation for the selected alternative design, considering occupancy types, construction types, exiting and life safety, and handicapped accessibility issues. We will meet with the City's Building Inspection department as necessary to verify our code interpretations. 2.8 Safety and Security Workshop Alter. Lingle -Massey Architects P.C. will participate in a workshop to address any required mitigation of safety and security issues raised through the FTA/City of Fort Collins evaluation of potential hazards and threats. 2.9 Preliminary Design Based upon the selected conceptual design solution, the design team will move into the Preliminary Design phase, developing the following: • Preliminary site plan • Preliminary utility, grading and drainage plans • Preliminary landscape and hardscape plans • Preliminary architectural floor plans and elevations • Preliminary building sections and typical wall sections • Preliminary shelter elevations and sections • Preliminary room finish and door schedules • Preliminary casework elevations • Preliminary structural roof framing layout plans • Preliminary plumbing, mechanical and electrical narratives • Outline of technical specifications 2.10 Design Review Upon review of our Preliminary Design submittal, we will attend a design review meeting with the City's Operations Services, Transfort and Mason Corridor project managers. 3 Alter- Lingle -Massey Architects P.C. EXHIBIT A SCOPE OF SERVICES 2.11 Cost Estimate A preliminary Estimate of Probable Construction Cost will be prepared for the City's review. 2.12 APP Review Aller•Lingle -Massey Architects P.C. will initiate preliminary discussions with the City's Arts in Public Places (APP) staff to determine the budget for public art and to assist in the selection of the consulting artist. 2.13 CAD Renderings Exterior CAD -generated rendering(s) will be created using our in-house REVIT 2009 software to describe and illustrate the approved preliminary design. Deliverables: • Conceptual design alternatives, 18" x 24" or 24" x 36" • Preferred conceptual design, 24" x 36" • Site plan for Conceptual Review, 24" x 36" • Preliminary code analysis • Preliminary Design drawings, 24" x 36" • Preliminary cost estimate • Minutes of client meetings • REVIT computer -generated rendering(s), 24" x 36" Anticipated number of meetings: • Weekly Conceptual/Preliminary Design phase client meetings • In-house design team meetings, as needed • One (1) Conceptual Design review meeting to select preferred alternative • One (1) Conceptual Review meeting with the City's Development Review Team • One (1) Preliminary Design review meeting • One (1) meeting with APP staff • One (1) safety and security workshop PHASE 3 - PLANNING APPROVAL/ENTITLE- MENT 3.1 Planning and Entitlement BHA Design, Inc., Alter•Lingle•Massey Architects P.C. and HDR Engineering Inc. shall coordinate and prepare all documentation required by the City of Fort Collins for a Type 1 Administrative site plan review and approval of the site. 3.2 Stormwater Reports HDR Engineering Inc. shall prepare storm drainage and erosion control reports, in accordance with requirements of the City of Fort Collins. 3.3 Utilities Coordination HDR Engineering Inc. and the mechanical and electrical engineering consultants will evaluate and develop preliminary utility infrastructure requirements for the project, including domestic water, sanitary sewer, natural gas, fire sprinkler, primary and secondary electrical service and fiber optics. 3.4 P.D.P. Submittal The required Project Development Plan (P.D.P.) documents and color/material sample boards will be prepared and submitted to the City of Fort Collins' development review process. 3.5 Subdivision Plat King Surveyors Inc. will prepare a one -lot subdivision plat with all necessary rights -of -way and easements, submitted with the P.D.P. submittal. 3.6 P.D.P. Resubmittal Upon receipt of City staff's review comments, we will meet and discuss concerns with the affected departments and develop solutions. The P.D.P. documents will then be revised and resubmitted. This process will be repeated through a second review if necessary. Upon receiving a recommendation of approval, we will prepare a colored site plan/landscape plan and architectural building elevations for presentation at the Type 1 Administrative public hearing. 3.7 Public Hearing We will attend a public hearing before the Administrative Hearing Officer and present the project design. 3.8 F.C.P. Submittal Upon approval of the P.D.P., we will make any required revisions based upon the conditions of approval placed upon the project by the Administrative Hearing Officer, and submit the Final Compliance Plan (F.C.P.). Upon acceptance and approval of the F.C.P., the project will have received planning approval, and mylars will be submitted for recordation. Deliverables: • Planning submittal drawings, 24" x 36", including site plan, landscape plan, grading and drainage plans, utility plans and proposed transit center and shelter designs 4 Alter•Lingle-Massey Architects P.C. EXHIBIT A SCOPE OF SERVICES • Planning submittal documents, including design narrative, project design objectives, submittal checklists, etc. • Subdivision plat submittal drawings, 24" x 36", with legal description • Traffic impact analysis, if required • Storm drainage and erosion control reports • Written responses to City staff review comments • Final recordation mylars, 24" x 36" Anticipated number of meetings: • City Design Review Team (DRT) meeting(s), assuming two (2) rounds of staff review • Type 1 Administrative Hearing Officer public hearing • City DRT meeting prior to final mylar submittal PHASE 4 - FINAL DESIGN AND CONSTRUCTION DOCUMENTS 4.1 Final Design The design team will develop complete Final Design documents, generally representing a 50% level of construction document completion. Documents will include complete architectural, civil, landscape architecture, structural, mechanical and electrical layouts, building elevations and sections as appropriate for each component of the project, and technical materials specifications. 4.2 Design Reviews Alter. Lingle -Massey Architects P.C. will assist the City in making presentations of the project to the Transportation Board, Planning and Zoning Board, City Council and/or other interested groups during the design phases of the project. Upon review of our Final Design submittal, we will attend a design review meeting with the City's Operations Services, Transfort and Mason Corridor project managers. 4.3 Cost Estimate We will refine the Estimate of Probable Construction Cost to reflect the 50% Final Design level construction documents. 4.4 Code Review We will expand upon our initial in-house building code review, with building and life -safety code concerns coordinated with all affected City agencies. This has proven very valuable in providing a basis for discussion if code concerns are interpreted differently by the reviewing officials at the building permit phase. We will coordinate infrastructure requirements with affected external agencies or utility providers, including Xcel Energy and Qwest. 4.5 Interior Design ABD Designs, our interior design consultant, will initiate preliminary interior design concepts and selection of materials, with color boards developed for review and approval of the project design committee for carpeting, hard surface flooring, ceramic tile, window coverings and other finishes. Interior materials and finishes will be selected to enhance indoor air quality, using low VOC adhesives, paints and finishes, and to maximize recycled content and use of local materials. 4.6 Construction Documents Upon approval of the Final Design submittal, the design team will develop full construction drawings and technical specifications to allow the project to be competitively bid to General Contractors. The drawings shall include all necessary site and landscape plans, floor plans, roof plan, reflected ceiling plans, building elevations, building and wall sections, schedules and details as necessary to adequately illustrate and describe the full scope of work. All drawings will be produced with Computer -Aided Design and Drafting (CAD) systems using Revit 2009 and/or AutoCAD Version 2008 software. Construction drawings and technical specifications will also be included for work of all subconsultants, including civil, structural, mechanical and electrical engineering. For purposes of this Project Approach it is assumed that construction documents may be released in up to two (2) bid packages. 4.7 Design of Special Systems Due to the scope of work, the following special systems are included in our proposed scope: • Card key access system (rough -in design only) • Building and site security system (rough -in design only) • Intelligent transportation systems (ITS) (rough -in design only) 4.8 Design Review Upon review of our Construction Documents submittal, we will attend a design review meeting with the City's Operations Services, Transfort and Mason Corridor project managers. 5 Aller•Lingle-Massey Architects P.C. EXHIBIT A SCOPE OF SERVICES 4.9 Cost Estimate We will review and revise the Design Development Estimate as required to reflect changes made in the 90% Construction Documents phase. Deliverables: • Design Development drawings, 24" x 36" • 50% level technical specifications • Updated code analysis, as necessary • Color board for selected interior finishes and colors • Updated 50% cost estimate • Construction Document drawings, 24" x 36" and in pdf format • 100% technical specifications in pdf electronic format • Updated 90% cost estimate • Minutes of client meetings Anticipated number of meetings: • Bi-weekly Final Design and Construction Documents phase client meetings • In-house design team meetings, as needed • One (1) Final Design review meeting • One (1) Construction Documents review meeting • Two (2) Construction Documents materials/finishes review meetings • Up to three (3) public presentations to City Boards and City Council PHASE 5 - SUSTAINABILITY AND LEED CERTIFICATION While the following Sustainability and LEED Certification tasks are grouped together, these tasks are actually spread over the entire design and construction process. Note: While the Alter- Lingle -Massey Architects P.C. design team will apply its expertise to maximize the Likelihood of the project attaining the LEED certification goal desired, decisions adverse to the potential LEED score may be made by other parties, such as the City of Fort Collins, Transfort or the Contractor. Therefore, Alter- Lingle -Massey Architects P.C. cannot guarantee that the project will be awarded the number of points required for such certification level. 5.1 LEED Consulting Design Balance, our LEED Consultant, will coordinate the efforts of our design team to identify, explore, develop and implement sustainable strategies to the extent feasible within the project's scope and budget. As a part of this, Design Balance will play a key role in the evaluation of strategies related to the "Net Zero" energy feasibility study described in 2.5 above. 5.2 LEED Scorecard Design Balance will complete an initial USGBC LEED scorecard to determine which sustainable strategies are feasible and reasonable targets for the project. The checklist will be periodically reviewed and updated through each design phase. 5.3 Project Registration Design Balance will complete the registration process with the USGBC for the project, using LEED-NC, Version 3.0 (2009). 5.4 Energy Modeling EMC Engineers will create an ASHRAE 90.1-2007 base model for the building, then model the conceptual design solution to evaluate and determine the project design's responsiveness to the sustainability goals and the targeted LEED environmental and indoor air quality credits. 5.5 Daylight Modeling EMC Engineers will complete a daylighting study of the conceptual design, to determine and enhance the effectiveness of the daylighting strategy and verify that the targeted LEED daylighting credits will be achieved. 5.6 Life -Cycle Cost Analysis EMC Engineers will complete a life -cycle cost analysis of each energy efficiency measure proposed by comparing energy savings to total capital and annual maintenance costs. 5.7 Sustainability Reviews Design Balance will review the project design at the completion of the Final Design and Construction Documents phases to verify that the drawings and specifications are consistent with the project's sustainability goals and the targeted LEED credits. 5.8 Construction Compliance Design Balance and Alter. Lingle -Massey Architects P.C. will assist the LEED coordinator for the Contractor through the Construction Administration phase to verify that established targets for recycled content in construction materials and construction waste recycling are achieved. Design Balance will review submittals for compliance with requirements for construction waste management, indoor air quality management, recycled content, regional materials, low -emitting materials, and water and energy efficiency. 6 Alter- Lingle -Massey Architects P.C. EXHIBIT A SCOPE OF SERVICES 5.9 Commissioning Aller•Lingle -Massey Architects P.C. and our design team will coordinate with the City's independent commissioning firm to commission the building's mechanical and control systems. 5.10 Project Certification Design Balance, with the assistance of the design team and the contractor, will complete and submit all documentation to the USGBC for LEED certification. Exhibits will be created, as needed, to support each LEED credit. Responses and design support services required for any challenged or audited credits are available as Additional Services. Deliverables: • Initial LEED checklists, plus updates as appropriate • LEED registration application • LEED certification submittals during design and construction phases Anticipated number of meetings: • Two (2) LEED design review meetings, plus conference calls • Bi-weekly coordination conference calls with the Contractor's LEED coordinator, project manager and site superintendent. PHASE 6 - BIDDING AND CONSTRUCTION ADMINISTRATION 6.1 Bidding Bidding phase services shall include assistance to the City of Fort Collins in distribution of construction documents to prospective bidders, facilitation of a Pre -Bid Meeting to provide a project overview and to allow prospective bidders to tour the site and ask questions, issue addenda and participate in the Bid Opening and bid review, if requested. 6.2 Building Permit Application We will submit final construction drawings and specifications to the City of Fort Collins for building permits and plan review, concurrent with the bidding process for the project. 6.3 Construction Administration Construction phase services shall include facilitation of a Pre -Construction Meeting, regular bi-weekly on -site field observations of the work in progress, review of contractor pay requests and proposed changes in the work, issue change orders, review of all submittals, shop drawings, materials and color selections, and assistance in acquiring all project close-out documentation. 6.4 0/A/C Meetings Alter -Lingle -Massey Architects P.C., in conjunction with the Contractor, will attend regular bi-weekly jobsite meetings, concurrent with our schedule of construction observations, held to discuss the project's progress, schedule, field problems and any other construction - related issues. The Contractor shall be responsible for providing agendas and minutes of the 0/A/C meetings. 6.5 Davis -Bacon Wages We will assist the City's project manager to monitor Davis -Bacon wage reports for projects involving federal funding. 6.6 Record Drawings The design team shall prepare a set of record documents for the use of the City, based upon redlined prints of the as -built conditions of the project provided by the Contractor. 6.7 Warranty Observation We will conduct an 11-month, post -construction site observation of the project prior to the expiration of warranties, if desired. Deliverables: • Addenda, as needed • Architect's Supplemental Instructions (ASIs), as needed • Field observation reports through construction • Punchlists at substantial completion • One (1) set of record drawings, 24" x 36" mylars • One (1) CD of record drawings in AutoCAD format Anticipated number of meetings: • One (1) Pre -Bid Conference • One (1) Pre -Construction Conference • Bi-weekly 0/A/C meetings through substantial completion of construction • One (1) post -construction walk-through 7 Aller•Lingle -Massey Architects P.C. EXHIBIT A SCOPE OF SERVICES WORK NOT INCLUDED 1. Design, specifications and procurement of furnishings, modular office systems and other movable equipment. 2. Design and engineering for a fire sprinkler system. Our mechanical engineering consultant will prepare a performance specification for use by the design/build fire protection subcontractor. 3. Design and engineering for extending the City's fiber optics line(s) to the building. This will be provided by the City of Fort Collins. 4. Design and engineering for improvements to Fairway Lane or the proposed traffic signal at the intersection of S. College Avenue and Fairway Lane. This will be provided by the City of Fort Collins. 5. Meetings or other coordination with CDOT or FTA project managers. These are not anticipated at this time. Any status reports or other required progress submittals will be provided by the City of Fort Collins. 6. Traffic impact analysis or report. These have been previously completed by the City of Fort Collins and no further work is anticipated. 7. Electrical design and equipment specifications for building security, card key access systems, ITS, etc., beyond rough -in of conduit. 8. Release of construction documents in more than the two (2) bid packages included in the scope of work item 4.6. 9. Commissioning of mechanical and control systems. This should be a firm contracted for by the City, independent of the design team or the Contractor. 10. Design services related to implementing any of the "Net Zero" energy strategies identified in the feasibility study included in the scope of work item 2.5. 11. Responses and design support services for any challenged or audited LEED credits. 12. Out-of-town or out-of-state site visits to other transit facilities. If this is desired, such trip(s) can be added as Additional Services. 13. Participation in any of the FTA safety and security committees, formed by the City of Fort Collins, other than the mitigation workshop included as scope of work item 2.9. INFORMATION PROVIDED BY THE CITY OF FORT COLLINS 1. Programming information for the proposed South Transit Center. 2. Title commitment and any Schedule B exceptions for the property. 3. Cut sheets and/or technical specifications for the new articulated BRT buses to be used for the Mason Corridor. 4. Design standards, technical specifications or other information required by the City of Fort Collins or the Federal Transit Administration (FTA) to be incorporated into the facility design. 5. Hazard and threat analysis and safety and security design criteria required by the FTA. 6. Previously completed traffic impact reports, environmental reports of other site data that may be required as part of the Type 1 Administrative planning review. 7. Development Agreement, as required upon approval on the Final Compliance Plan (F.C.P.). REIMBURSABLE EXPENSES General project expenses incurred during the project shall be reimbursable as follows: • Printing/scanning • Plotting of CAD -generated drawings • Copying of drawings and specifications for design review submittals, planning submittals, SHF grant review submittals, building permit applications, and bidding and construction sets ■ Long distance telephone/FAX • Mileage and travel expenses ■ Postage, Federal Express/Express Mail and other delivery services ■ Photography or other miscellaneous expenses ADDITIONAL SERVICES If the City of Fort Collins requests additional services beyond those set forth in this Project Approach, such services shall be agreed to in writing between the City and the Architect, and the fees adjusted accordingly per the current hourly rates, subject to annual adjustment. 8 Alter -Lingle -Massey Architects P.C. EXHIBIT B PROJECT SCHEDULE PROJECT SCHEDULE Aller.Lingle•Massey Architects P.C. Scope of Basic Services for this project will be performed in accordance with the following schedule: Design/Construction Documents Phases: ■ Proposal resubmitted: • Contract approved: By ■ Initial programming "kick off' meeting: ■ Topographic survey: Complete by ■ Design workshop: Week of • Initial LEED strategy meeting: Week of ■ Conceptual site design alternatives developed (3 weeks): By ■ Conceptual site design selected: By ■ Preliminary Design submittal (6 weeks): ■ City/Transfort review complete (2 weeks): By ■ Final Design submittal (8 weeks): • City/Transfort review complete (3 weeks): By ■ 90% Construction Documents submittal (12 weeks): • City/Transfort review complete (3 weeks): By • 100% Construction Documents submittal (2 weeks): Planning/Entitlement Phases: • Conceptual Review meeting with City of Fort Collins: ■ Community open house/neighborhood meeting: • Type 1 Preliminary Development Plan (P.D.P.) submittal: ■ DRT review meeting of P.D.P.: • P.D.P. resubmittal: ■ DRT review meeting of P.D.P. (2nd review): • Type 1 Administrative Hearing: ■ Final Compliance Plan (F.C.P.) submittal: ■ DRT review meeting of F.C.P.: ■ F.C.P. approval: • Development Agreement approved: Bidding/Construction Administration Phases: • Construction Documents released for bidding ■ Contractor bids received: • Contract award: ■ Notice to proceed: • Construction substantially complete (10 months): ■ Building flush -out and punchlist completion (4 weeks): • Transfort move -in: ■ Transfort operational/training complete: • Facility opens: ■ Mason Corridor opens: July 15, 2009 July 20, 2009 July 22, 2009 August 3, 2009 August 3, 2009 August 10, 2009 August 28, 2009 September 4, 2009 October 12, 2009 October 26, 2009 December 21, 2009 January 11, 2010 April 5, 2010 April 26, 2010 May 10, 2010 August 17, 2009 Week of August 24, 2009 Week of September 28, 2009 October 21, 2009 Week of November 9, 2009 December 2, 2009 Week of January 4, 2010 Week of February 1, 2010 February 24, 2010 Week of March 15, 2010 April 1, 2010 By May 17, 2010 June 10, 2010 July 1, 2010 July 15, 2010 May 16, 2011 June 13, 2011 June 20, 2011 July 15, 2011 July 15, 2011 December 2011 Alter- Lingle -Massey Architects P.C. EXHIBIT C FEE SCHEDULE PROJECT FEE SCHEDULE Aller.Lingle•Massey Architects P.C. Fees Alter- Lingle -Massey Architects P.C. and our design team propose to complete the Scope of Basic Services for a fixed fee of $474,750.00, including a reimbursable expenses allowance, broken down as follows: Transit Parking Improvements Improvements PHASES 1 and 2 - PROGRAMMING, CONCEPTUAL AND PRELIMINARY DESIGN Aller•Lingle -Massey Architects P.C.: $28,400.00 $12,100.00 King Surveyors (Topographic Surveying): $ 2,500.00 $ 3,000.00 BHA Design Inc. (Urban Planning/Landscape Architecture): $19,650.00 $ 8,450.00 HDR Engineering (Civil Engineering): $18,200.00 $ 9,800.00 Yeh and Associates (Geotechnical): $ 4,500.00 $ 4,000.00 KLEtA Inc. (Structural Engineering): $ 1,450.00 Not applicable The Ballard Group (Mechanical Engineering): $ 2,200.00 Not applicable IES (Innovative Electrical Systems) (Electrical Engineering): $ 3,000.00 $ 1,000.00 ABD Designs (Interior Design): $ 7,150.00 Not applicable Moore Construction Consulting (Cost Consultant): $ 600.00 $ 400.00 $87,650.00 $38,750.00 PHASE 3 - PLANNING APPROVAL/ENTITLEMENT Aller•Lingle -Massey Architects P.C.: $ 7,300.00 $ 3,150.00 King Surveyors (Boundary Survey/1-Lot Subdivision Plat): $ 2,200.00 $ 2,200.00 BHA Design Inc. (Urban Planning/Landscape Architecture): $ 8,600.00 $ 3,600.00 HDR Engineering (Civil Engineering): $18,900.00 $10,200.00 IES (Site Photometrics): 1,000.0 $ 1,000.00 $38,000.00 $20,150.00 PHASE 4 - FINAL DESIGN AND CONSTRUCTION DOCUMENTS Aller•Lingle -Massey Architects P.C.: $44,450.00 $ 3,500.00 BHA Design Inc. (Urban Planning/Landscape Architecture): $10,200.00 $ 4,450.00 HDR Engineering (Civil Engineering): $26,000.00 $14,000.00 KLEtA Inc. (Structural Engineering): $ 4,300.00 $ 800.00 The Ballard Group (Mechanical Engineering): $ 8,300.00 Not applicable IES (Electrical Engineering): $14,500.00 $ 8,800.00 ABD Designs (Interior Design): $ 2,250.00 Not applicable Moore Construction Consulting (Cost Consultant): 2,000.00 $ 500.00 $112,000.00 $32,050.00 PHASE 5 - SUS TAINABILIT Y AND LEED CERTIFICATION Design Balance (LEED Consulting - Design Phases): $13,200.00 $ 5,700.00 Design Balance (LEED Consulting - Construction Phase): $ 6,650.00 $ 2,850.00 EMC Engineers (Energy Modeling): $ 9,000.00 $ 2,500.00 EMC Engineers (Daylight Modeling): $12,500.00 Not applicable Design Balance (LEED Online Submittal - Design Phases): $ 3,000.00 $ 1,300.00 Design Balance (LEED Online Submittal - Construction Phase): 2,300.00 $ 1,000.00 Aller•Lingle -Massey Architects P.C. EXHIBIT C FEE SCHEDULE $46,650.00 $13,350.00 PHASE 6 - BIDDING AND CONSTRUCTION ADMINISTRATION Aller•Lingle -Massey Architects P.C.: $24,500.00 $ 6,100.00 BHA Design Inc. (Urban Planning/Landscape Architecture): $ 4,600.00 $ 2,000.00 HDR Engineering (Civil Engineering): $ 4,850.00 $ 2,550.00 KLEtA Inc. (Structural Engineering): $ 1,450.00 Not applicable The Ballard Group (Mechanical Engineering): $ 3,500.00 Not applicable IES (Electrical Engineering): $ 3,000.00 $ 1,700.00 ABD Designs (Interior Design): 1,900.00 Not applicable $43,800.00 $12,350.00 Total Basic Services Professional Fees: $328,100.00 $116,650.00 Reimbursable Expense Allowance: Copying/Printing/Scanning: $11,250.00 $ 3,750.00 Color and B/W Plotting: $ 2,000.00 $ 1,000.00 Mileage/Travel: $ 6,000.00 $ 2,000.00 Postage/L.D. Telephone/Fax: $ 750.00 $ 250.00 LEED Registration: $ 250.00 $ 250.00 LEED Certification Fees: 2,000.00 500.00 $ 22,250.00 $ 7,750.00 Total Design Services: $350,350.00 $124,400.00 Reimbursable Expenses In addition to Basic Services, the following expenses in connection with this project shall be reimbursable in accordance with our master contract, as included in the allowance above: Printing/scanning 2. Copying 3. Long distance telephone/FAX 4. Mileage and related travel expenses 5. Postage 6. Photography or other miscellaneous expenses 7. Plotting of CAD -generated drawings for City reviews and presentations 8. Color plotting of Revit model renderings and architectural character sketches Additional Services If the City requests additional services beyond those set forth in this Proposal, or for additional services as described elsewhere in this Proposal, such services shall be agreed to in writing between the City and the Architect and the fees adjusted accordingly per the following, current hourly rates detailed in our 2007 master contract with the City of Fort Collins: Aller•Lingle•Massey Architects P.C.: Principal: $130/hour Associate Architect: $100/hour Sr. Project Manager/Architect: $95/hour Project Architect: $88/hour LEED AP Consulting: $85/hour Interior Designer: $75/hour Architectural Intern/CAD Technician 2: $70/hour 2 Alter- Lingle -Massey Architects P.C. In the event of any such early termination by the City, 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, Proiect Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City'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 $1,000,000. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of Four Hundred Forty Four Thousand Seven Hundred Fifty Dollars ($444,750.00) plus reimbursable direct costs, in accordance with the Work Fee Schedule attached hereto as Exhibit "C", consisting of five (5) pages, and incorporated herein by this reference. All such fees and costs shall not exceed Four Hundred Seventy Four Thousand Seven Hundred Fifty Dollars ($474,750.00). Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's actual reimbursable expenses. The parties acknowledge that the sub -contractors, BHA Design, Inc., HDR Engineering, KL&A, Inc., The Ballard Group, IES, King Surveyors, Inc., Yeh Standard Professional Services Agreement- rev07/09 2 EXHIBIT C FEESCHEDULE Architectural Intern/CAD Technician 1: $60/hour Clerical/Administrative: $50/hour BHA Design Inc. Principal: $135/hour Project Manager: $95/hour Landscape Architect: $78/hour Administrative: $78/hour HDR Engineering Inc. Principal: $177/hour Project Manager: $138/hour Senior Transit Planner: $228/hour Engineer II: $117/hour Engineer I: $87/hour CAD/GIS: $78/hour Controller: $79/hour King Surveyors Registered Land Surveyor: $81 /hour Project Manager: $72/hour CAD Technician I: $62/hour CAD Technician II: $56/hour CAD Technician III: $47/hour Surveying Technician I: $62/hour Surveying Technician II: $55/hour Surveying Technician III: $47/hour Crew Rate (2-man): $125/hour GPS Crew: $125/hour Cleric: $32.25/hour A.T.V. 4-wheel: $19/hour Monument Boxes: $72/each Yeh and Associates Principal Engineer: $150/hour Project Manager: $135/hour Senior Project Engineer or Geologist: $110/hour Graphics Specialist: $120/hour Senior Field Inspector: $95/hour Project Engineer or Geologist: $95/hour Field Inspector: $80/hour Staff Engineer or Geologist: $70/hour Senior Field Engineer/Technician: $75/hour Field Engineering Technician: $65/hour Drafter: $55/hour Administrative Assistant: $55/hour KL£tA Inc. Principal: $150/hour Associate: $120/hour Project Manager: $105/hour Project Engineer: $105/hour Engineer (licensed): $95/hour Structural Designer: $85/hour 3 Aller•Lingle -Massey Architects P.C. EXHIBIT C FEESCHEDULE Engineering Intern: $70/hour Clerical: $60/hour The Ballard Group, Inc. Principal: $135/hour Associate: $100/ hour Senior Project Engineer: $90/hour Project Engineer: $80/hour CAD Operator: $65/hour Clerical: $45/hour Innovative Electrical Systems (IES) Principal -in -Charge: $135/hour Project Manager/Q.C.: $100/hour Project Engineer: $90/hour Design Engineer: $75/hour Clerical: $45/hour Design Balance Principal LEED Consultant: $150/hour LEED Technical Assistant: $60/hour EMC Engineers Principal: $ 197.79/hour Advanced Senior Electrical Engineer 8: $ 182.98/hour Advanced Senior Mechanical Engineer 8: $ 177.87/hour Advanced Senior Electrical Engineer 7: $ 171.82/hour Advanced Senior Mechanical Engineer 7: $ 166.55/hour Senior Electrical Engineer 6: $ 136.05/hour Senior Mechanical Engineer 6: $ 145.65/hour Senior Electrical Engineer 5: $ 118.61 /hour Senior Mechanical Engineer 5: $ 124.69/hour Staff Electrical Engineer 4: $ 104.05/hour Staff Mechanical Engineer 4: $ 115.89/hour Staff Electrical Engineer 3: $ 102.37/hour Staff Mechanical Engineer 3: $ 98.30/hour Junior Electrical Engineer 2: $ 87.17/hour Junior Mechanical Engineer 2: $ 84.70/hour Junior Electrical Engineer 1: $ 80.76/hour Junior Mechanical Engineer 1: $ 78.66/hour Designer 4: $ 96.76/hour Designer 3: $ 96.76/hour Designer 2: $ 83.16/hour Designer 1: $ 71.06/hour CADD Operator 4: $ 98.48/hour CADD Operator 3: $ 71.36/hour CADD Operator 2: $ 57.89/hour CADD Operator 1: $ 50.23/hour Technician 4: $ 82.28/hour Technician 3: $ 73.26/hour Technician 2: $ 65.16/hour Clerical (inc. Word Processor 8 Secretary): $ 58.69/hour Accounting: $ 80.11/hour 4 Alter- Lingle -Massey Architects P.C. EXHIBIT C FEESCHEDULE ABD Designs Principal/Senior Designer: $100/hour Interior Designer: $75/hour Junior Designer: $60/hour Moore Construction Consulting Services Detailed Project Cost Estimating, incl. M/E/P: $65/hour Construction Progress Inspections: $65/hour Project Specifications/Scope of Work Documents: $65/hour Plan Interpretation and Consultation Services: $60/hour Conceptual Estimates: $60/hour Clerical: $35/hour 5 Alter- Lingle -Massey Architects P.C. EXHIBIT D INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Alter- Lingle -Massey Architects P.C. ACORD_ CERTIFICATE OF LIABILITY INSURANCE OP ID VM DATE(MM/DDm'YY) ALLER-1 08/14/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Front Range Insurance Group HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1100 Haxton Drive Suite 100 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Fort Collins CO 80525 Phone: 970-223-1804 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER The Hartford Alley -Lingle -Massey INSURER B II Insurance Company. Inc Architects, P.C. INSURER Pinnacol Assurance 712 Whalers Way Suite B-100 IINSURER D Ft. Collins CO f�0525 INSURER E THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING H ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSRO TYPE OF INSURANCE POLICY NUMBER DATE (MhllDD/1'Y) DATE (MMlDDAN) LIMBS GENERAL LIABILITY EACH OCCURRENCE $ 1 , 000 , 000 A X X COMMERCIAL GENERAL LIABILITY 34SBA KJ7716 DX 04/09/09 04/09/10 PREMISES (Eaoccurence) $ 300,000 CLAIMS MADE X❑ OCCUR MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GENERALAGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER - COMP/OPAGG $2,000,000 POLICYPRODUCTS PRI } JErT LOC AUTOMOBILE LIABILITY -T A X ANY AUTO 34UEClQS390 04/09/09 04/09/10 COMBINED SINGLE LIMIT (Eaaccidenq $ 1 000 ,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ 1000000 A X OCCUR CLAIMS MADE 34SBA KJ7716 DX 04/09/09 04/09/10 AGGREGATE $ $ DEDUCTIBLE $ X RETENTION $ 10000 $ WORKERS COMPENSATION AND X TORY LIMITS Ell C EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE 1951272 04 /Ol/09 04/O1/10 E.L EACH AcaoerJr $500000 OFFICER/MEMBER EXCLUDED^ E L DISEASE - EA EMPLOYEE $ 500000 If yes, describe under SPECIAL PROVISIONS below, EL. DISEASE -POLICY LIMIT $500000 OTHER B Pro. Liability V15Q3U08PNPA j 12/14/08 12/14/10 E & O $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS ! VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS South Transit Center. The City of Fort Collins is named as an additional insured with regards to general liability. CERTIFICATE OLDER CANT I I ATInN CITY OF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN City of Fort Collins NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL PO BOX 580 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Fort Collins CO 80522 REPRESENTATIVES. AUT H 0$I��fiE P R E S ENTATI V E ACORD 25 (2001/08) © ACORD CORPORATION 1 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. 2512001/ORI NOTEPAD. INSURED'SNAME Aller-Lingle-Massey ALLER-1 PAGE 3 OP ID VM DATE 08/14/09 Limits $1,000,000/$1,000,000 From 12/14/08-08/01/09 Limits Increased to $2,000,000/$2,000,000 on 08/l/09-12/14/10. EXHIBIT E FEDERAL TRANSIT ADMINISTRATION BEST PRACTICES PROCUREMENT MANUAL TABLE OF CONTENTS (Appendix A - Governing Documents) A.1 - Federally Required and Other Model Contract Clauses 1 . Fly America Requirements 2. Buy America Requirements 3. Cargo Preference Requirements 4. Seismic Safety Requirements 5. Energy Conservation Requirements 6. Clean Water Requirements 7. Lobbying 8. Access to Records and Reports 9. Federal Changes 10. Clean Air 11. Recycled Products 12. [Reserved] 13. No Government Obligation to Third Parties 14. Program Fraud and False or Fraudulent Statements and Related Acts 15.Termination 16. Government -wide Debarment and Suspension (Nonprocurement) 17. Privacy Act 18. Civil Rights Requirements 19. Breaches and Dispute Resolution 20. Patent and Rights in Data 21. Disadvantaged Business Enterprises (DBE) 22. [Reserved] 23.Incorporation of Federal Transit Administration (FTA) Terms Aller•Lingle -Massey Architects P.C. 1. FLY AMERICA REQUIREMENTS 49 U.S.C. § 40118 41 CFR Part 301-10 Applicability to Contracts The Fly America requirements apply to the transportation of persons or property, by air, between a place in the U.S. and a place outside the U.S., or between places outside the U.S., when the FTA will participate in the costs of such air transportation. Transportation on a foreign air carrier is permissible when provided by a foreign air carrier under a code share agreement when the ticket identifies the U.S. air carrier's designator code and flight number. Transportation by a foreign air carrier is also permissible if there is a bilateral or multilateral air transportation agreement to which the U.S. Government and a foreign government are parties and which the Federal DOT has determined meets the requirements of the Fly America Act. Flow Down Requirements The Fly America requirements flow down from FTA recipients and subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. Model Clause/Language The relevant statutes and regulations do not mandate any specified clause or language. FTA proposes the following language. Fly America Requirements The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government -financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 2. BUY AMERICA REQUIREMENTS 49 U.S.C.53236) 49 CFR Part 661 Applicability to Contracts The Buy America requirements apply to the following types of contracts: Construction Contracts and Acquisition of Goods or Rolling Stock (valued at more than $100,000). Flow Down The Buy America requirements flow down from FTA recipients and subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. The $100,000 threshold applies only to the grantee contract, subcontracts under that amount are subject to Buy America. 2 Alter- Lingle -Massey Architects P.C. Mandatory Clause/Language The Buy America regulation, at 49 CFR 661.13, requires notification of the Buy America requirements in FTA-funded contracts, but does not specify the language to be used. The following language has been developed by FTA. Buy America - The contractor agrees to comply with 49 U.S.C. 53230) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA- funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 53230)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. Certification requirement for procurement of steel, iron, or manufactured products. Certificate of Compliance with 49 U.S. C. 5323(j)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 C.F.R. Part 661.5. Date Signature Company Name Title Certificate of Non -Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(1) and 49 C.F.R. 661.5, but it may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 C.F.R. 661.7. Date Signature Company Name Title Certification requirement for procurement of buses, other rolling stock and associated equipment. 3 Alter- Lingle -Massey Architects P.C. Associates, Design Balance, LLC, EMC Engineers, Inc., Moore Construction Consulting Services, EMC Engineers, and ABD Designs are not parties to this agreement. However, the rates listed for services to be provided by these subcontractors shall be the rate paid by the City to the Professional for these services. If the amount charged by these subcontractors exceed the rates listed in Exhibit "C" the excess amount shall not be paid or owed by the City. The limitation on increases in prices set forth in section 4 herein shall apply to all rates listed in Exhibit "C" including subcontractor rates. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 7. City Representative. The City 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 City Representative. 7. Project Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, prepared on stable Mylar base material using a non -fading process to provide for long storage and high quality reproduction. "CD" disc of the as -built drawings shall also be submitted to the City in an AutoCAD version no older then the established city standard. 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 City 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 City, 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 City of Fort Collins. The City shall not be Standard Professional Services Agreement- rev07/09 3 Certificate of Compliance with 49 U.S. C. 5323(j)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and the regulations at 49 C.F.R. Part 661.11. Date Signature Company Name Title Certificate of Non -Compliance with 49 U.S.C. 5323(j)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11, but may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 CFR 661.7. Date Signature Company Name Title 3. CARGO PREFERENCE REQUIREMENTS 46 U.S.C. 1241 46 CFR Part 381 Applicability to Contracts The Cargo Preference requirements apply to all contracts involving equipment, materials, or commodities which may be transported by ocean vessels. Flow Down The Cargo Preference requirements apply to all subcontracts when the subcontract may be involved with the transport of equipment, material, or commodities by ocean vessel. Model Clause/Language The MARAD regulations at 46 CFR 381.7 contain suggested contract clauses. The following language is proffered by FTA. Cargo Preference - Use of United States -Flag Vessels - The contractor agrees: a. to use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States - Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of 4 Alter- Lingle -Massey Architects P.C. leading for shipments originating outside the United States, a legible copy of a rated, "on- board" commercial ocean bill -of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill -of -lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment material, or commodities by ocean vessel. 4. SEISMIC SAFETY REQUIREMENTS 42 U.S.C. 7701 et seq. 49 CFR Part 41 Applicability to Contracts The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. Flow Down The Seismic Safety requirements flow down from FTA recipients and subrecipients to first tier contractors to assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all subcontractors. Model Clauses/Language The regulations do not provide suggested language for third -party contract clauses. The following language has been developed by FTA. Seismic Safety - The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 5. ENERGY CONSERVATION REQUIREMENTS 42 U.S.C. 6321 et seq. 49 CFR Part 18 Applicability to Contracts The Energy Conservation requirements are applicable to all contracts. Flow Down The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier. Model Clause/Language No specific clause is recommended in the regulations because the Energy Conservation requirements are so dependent on the state energy conservation plan. The following language has been developed by FTA: 5 Aller•Lingle-Massey Architects P.C. Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 6. CLEAN WATER REQUIREMENTS 33 U.S.C. 1251 Applicability to Contracts The Clean Water requirements apply to each contract and subcontract which exceeds $100, 000. Flow Down The Clean Water requirements flow down to FTA recipients and subrecipients at every tier. Model Clause/Language While no mandatory clause is contained in the Federal Water Pollution Control Act, as amended, the following language developed by FTA contains all the mandatory requirements: Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seg. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 7. LOBBYING 31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20 Applicability to Contracts The Lobbying requirements apply to Construction/Architectural and Engineering/Acquisition of Rolling Stock/Professional Service Contract/Operational Service Contract/Turnkey contracts. Flow Down The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7. Mandatory Clause/Language Clause and specific language therein are mandated by 49 CFR Part 19, Appendix A. Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d) 6 Alter -Lingle -Massey Architects P.C. - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. 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. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, etseq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 7 Alter- Lingle -Massey Architects P.C. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date 8. ACCESS TO RECORDS AND REPORTS 49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 Applicability to Contracts Reference Chart "Requirements for Access to Records and Reports by Type of Contracts" Flow Down FTA does not require the inclusion of these requirements in subcontracts. Model Clause/Language The specified language is not mandated by the statutes or regulations referenced, but the language provided paraphrases the statutory or regulatory language. Access 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 United 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 8 Alter- Lingle -Massey Architects P.C. 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 is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the 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. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. 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 United 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. 4. 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. 5. 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. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA 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)(1 1). 7. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Operatio Turnkey Constructi Architectu Acquisitio Profession Characteristi nal on ral n of al cs Service Engineerin Rolling Services Contract g Stock I State Grantees None Those None None None None imposed a. Contracts on state below SAT None pass thru Yes, if None None None ($100,000) unless' to non- unless unless unless non- Contractor competiti non- non- non- b. Contracts competiti ve award competiti I competiti competiti 9 Aller•Lingle -Massey Architects P.C. above $100,000/C apital Projects ve award or if funded thru2 5307/530 9/531 1 ve award ve award ve award II Non State Grantees Those Yes' imposed Yes Yes Yes Yes a. Contracts on non - below SAT Yes' state Yes Yes Yes Yes ($100,000) Grantee b. Contracts pass thru above to $100,000/C Contractor apital Projects Sources of Authority: '49 USC 5325 (a) 2 49 CFR 633.17 3 18 CFR 18.36 (i) 9. FEDERAL CHANGES 49 CFR Part 18 Applicability to Contracts The Federal Changes requirement applies to all contracts. Flow Down The Federal Changes requirement flows down appropriately to each applicable changed requirement. Model Clause/Language No specific language is mandated. The following language has been developed by FTA. 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 Master Agreement 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. 10. CLEAN AIR 42 U.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18 Applicability to Contracts The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. 10 Alter- Lingle -Massey Architects P.C. Flow Down The Clean Air requirements flow down to all subcontracts which exceed $100,000. Model Clauses/Language No specific language is required. FTA has proposed the following language. Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § § 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 11. RECYCLED PRODUCTS 42 U.S.C. 6962 40 CFR Part 247 Executive Order 12873 Applicability to Contracts The Recycled Products requirements apply to all contracts for items designated by the EPA, when the purchaser or contractor procures $10,000 or more of one of these items during the fiscal year, or has procured $10,000 or more of such items in the previous fiscal year, using Federal funds. New requirements for "recovered materials" will become effective May 1, 1996. These new regulations apply to all procurement actions involving items designated by the EPA, where the procuring agency purchases $10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000. Flow Down These requirements flow down to all to all contractor and subcontractor tiers. Model Clause/Language No specific clause is mandated, but FTA has developed the following language. Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 12. [ RESERVED ] 11 Alter -Lingle -Massey Architects P.C. 13. NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicability to Contracts Applicable to all contracts. Flnw nnwn Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. Model Clause/Language While no specific language is required, FTA has developed the following language. 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. 14. 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 Applicability to Contracts These requirements are applicable to all contracts. Flow Down These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Model Clause/Language These requirements have no specified language, so FTA proffers the following language. 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 12 Atler•Lingle -Massey Architects P.C. 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. 15. TERMINATION 49 U.S.C. Part 18 FTA Circular 4220.1 E Applicability to Contracts All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Flow Down The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning. Model Clause/Language FTA does not prescribe the form or content of such clauses. The following are suggestions of clauses to be used in different types of contracts: a. Termination for Convenience (General Provision) The (Recipient) 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 (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) 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 (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of 13 Aller•Lingle -Massey Architects P.C. 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 City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. The City'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 City'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 City 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 parry'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, Standard Professional Services Agreement. rev07/09 4 termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient) 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 (Recipient), 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 (Recipient) 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 (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) 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 (Recipient) 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 (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. 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 (Recipient) may terminate this contract for default. The (Recipient) 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. g. 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 (Recipient) may terminate this contract for default. The (Recipient) 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. 14 Aller•Lingle -Massey Architects P.C. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient). h. 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 (Recipient) may terminate this contract for default. The (Recipient) 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 charged with damages under this clause if- 1 . the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the contractor, within [101 days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) 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. i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) 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 (Recipient) 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. 15 Alter •Lingle -Massey Architects P.C. 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. j. Termination for Convenience of Default (Cost -Type Contracts) The (Recipient) 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 (Recipient) 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 (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) 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 (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), 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 (Recipient) 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 (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 16. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government -wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions." Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to 16 Atler•Lingle-Massey Architects P.C. contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Clause Language The following clause language is suggested, not mandatory. It incorporates the optional method of verifying that contractors are not excluded or disqualified by certification. Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by {insert agency name}. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to {insert agency name}, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 17. PRIVACY ACT 5 U.S.C. 552 Applicability to Contracts 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. Flow Down The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier. Model Clause/Language The text of the following clause has not been mandated by statute or specific regulation, but has been developed by FTA. 17 Alter- Lingle -Massey Architects P.C. Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (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. 18. 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. Applicability to Contracts The Civil Rights Requirements apply to all contracts. Flow Down The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. Model Clause/Language The following clause was predicated on language contained at 49 CFR Part 19, Appendix A, but FTA has shortened the lengthy text. 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 VII 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 18 Aller•Lingle -Massey Architects P.C. 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 seg., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) 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. 19. BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FTA Circular 4220.1 E Applicability to Contracts All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures. Flow Down The Breaches and Dispute Resolutions requirements flow down to all tiers. Model Clauses/Language FTA does not prescribe the form or content of such provisions. What provisions are developed will depend on the circumstances and the type of contract. Recipients should consult legal counsel in developing appropriate clauses. The following clauses are examples of provisions from various FTA third party contracts. 19 Aller•Lingle -Massey Architects P.C. Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 20. PATENT AND RIGHTS IN DATA 37 CFR Part 401 49 CFR Parts 18 and 19 Applicability to Contracts Patent and rights in data requirements for federally assisted projects ONLY apply to research projects in which FTA finances the purpose of the grant is to finance the development of a product or information. These patent and data rights requirements do not apply to capital projects or operating projects, even though a small portion of the sales price may cover the cost of product development or writing the user's manual. Flow Down The Patent and Rights in Data requirements apply to all contractors and their contracts at every tier. Model Clause/Language 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, FTA is 20 Aller•Lingle-Massey Architects P.C. governed by Federal law and regulation. For data rights, the text on copyrights is insufficient to meet FTA's purposes for awarding research grants. This model clause, with larger rights as a standard, is proposed with the understanding that this standard could be modified to FTA's needs. CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data - This following requirements apply to each contract involving experimental, developmental or research work: (1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design -type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, the Federal Government reserves a royalty -free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 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 21 Alter- Lingle -Massey Architects P.C. experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. (e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (f) Data developed by the Purchaser or Contractor and financed 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 22 Aller•Lingle -Massey Architects P.C. 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. 21. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 26 Background and Applicabilitv The newest version on the Department of Transportation's Disadvantaged Business Enterprise (DBE) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT -assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro -purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection Cl. Clause Language The following clause language is suggested, not mandatory. It incorporates the payment terms and conditions applicable to all subcontractors based in Part 26 as well as those related only to DBE subcontractors. The suggested language allows for the options available to grantees concerning retainage, specific contract goals, and evaluation of DBE subcontracting participation when specific contract goals have been established. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is _ %. A separate contract goal [of _ % DBE participation has] [has not] been established for this procurement. 23 Atler•Lingle•Massey Architects P.C. 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. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify 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 "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional 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. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and Standard Professional Services Agreement- rev07/09 5 b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as {insert agency name} deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). c. {lf a separate contract goal has been established, use the following) Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following [concurrent with and accompanying sealed bid] [concurrent with and accompanying an initial proposal] [prior to award]: The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the bidder/offeror's commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor's commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. [Bidders][Off erors] must present the information required above [as a matter of responsiveness] [with initial proposals] [prior to contract award] (see 49 CFR 26.53(3)). {lf no separate contract goal has been established, use the following} The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the {insert agency name}. In addition, [the contractor may not hold retainage from its subcontractors.] [is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.] [is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the {insert agency name} and contractor's receipt of the partial retainage payment related to the subcontractor's work.] e. The contractor must promptly notify {insert agency name}, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of {insert agency name}. 24 Aller•Lingle -Massey Architects P.C. 22. [ RESERVED l 23. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FTA Circular 4220.1 E Applicability to Contracts The incorporation of FTA terms applies to all contracts. Flow Down The incorporation of FTA terms has unlimited flow down. Model Clause/Language FTA has developed the following incorporation of terms language: 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 E, 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 (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. 25 Aller•Lingle-Massey Architects P.C. 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 Professional 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. e. Professional 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. f. If Professional 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, Professional shall be liable for actual and consequential damages to the City arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Amendment 54. To the extent that this Agreement may constitute a "sole source government contract" within the meaning of Section 2(14.4) of Article XXVIII of the constitution of the State of Colorado, about which the City makes no representation, Section 15 of said Article XXVIII, which reads as follows, is hereby incorporated into this Agreement and made a part hereof: a. Section 15. Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, contract holders shall contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of the contract holder or on behalf of his or her immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state (of Colorado) or any of its political subdivisions. Standard Professional Services Agreement- rev07/09 6 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "E", Federal Requirements, consisting of twenty five (25) pages, attached hereto and incorporated herein by this reference. Standard Professional Services Agreement- rev07/09 7 THE CITY OF FORT COLLINS, COLORA O OF Fe,,' 0 J • rP James B. O'Neill II, CPPO, FNIGP • (p;,�, rTirector of Purchasing & Risk Management • DATE: ATTE,S,T: 0 City Clerk AP WAD AS T Ass Aller • Lingle • Massey Architects P.C. • CORPORATE PRESIDENT OR VICE PRESIDENT -Awl (Corporate Sea[) • •• - ,S- / Standard Professional Services Agreement- rev07/09 EXHIBIT A SCOPE OF SERVICES PROJECT APPROACH Aller.Lingle.Massey Architects P.C. In response to your Request for Proposal and the scoping meeting of May 21, 2009, we propose the following Project Approach: PHASE 1 - PROGRAMMING AND SITE DESIGN 1.1 Initial Scope Meeting Alter. Lingle -Massey Architects P.C. will meet with the City's Mason Corridor and Operations Services project managers to confirm the scope of work for the design contract. Based upon this meeting, we will develop a fee proposal to cover the entire scope of work and submit to the City for approval. Note: As requested, all professional time and fees between transit related improvements and park/ride improvements will be tracked separately. 1.2 Base Data Acquisition Base site data will be obtained and confirmed, including a base map of the site, aerial maps, and any existing boundary and topographic survey data of the immediate project area. Any previous work that has been completed for the project, such as the Mason Corridor Master Plan and 30% complete engineering design documents, environmental assessments, etc., shall be obtained and reviewed. We will acquire BRT and standard bus specifications from Transfort for use in the site design and transit planning. 1.3 Geotechnical Data Yeh and Associates Inc., the geotechnical engineering consultant, will take 8-10 soils boring samples at the site of the proposed South Transit Center building, shelters, parking areas and drives, with a soils report prepared with foundation and pavement design recommendations. The exact locations for the borings will be determined after completion of the conceptual site design. Building/ shelter borings are assumed to be 15-20' in depth, with pavement borings at 5' deep. 1.4 Topographic Survey King Surveyors Inc. shall prepare a complete topographic survey for the site, including property boundaries, existing buildings, streets, drives, parking areas, rights- of -way and easements, underground and overhead utilities, trees, landscaping and other site improvements. Since the property is not platted, King Surveyors Inc. will prepare a boundary survey as needed for a 1-lot subdivision plat. 1.5 Review Regulations The design team will research issues related to development of the project, including traffic, drainage patterns, availability and capacity of site utilities. We will initiate meetings or discussions with the City of Fort Collins to determine their requirements for development of the site, including street infrastructure, utility services, fire protection, landscaping and open space, life safety and site handicapped accessibility issues. 1.6 Schedule We will prepare and periodically update a design and construction schedule to assure the project progresses efficiently toward completion. 1.7 Program Verification Aller•Lingle -Massey Architects P.C. and BHA Design, Inc. will meet with the City's Mason Corridor and Operations Services project managers, and Transfort, Transportation Planning and Engineering staffs as appropriate, to discuss the vision for the project, to establish the parameters for the design phase and to more clearly define the building and site design features required. Basic programmatic requirements will be confirmed, and major design components discussed to ensure a clear understanding of the program. 1.8 Establish Project Design Committee A project design committee may be formed from this group to work with the design team through the balance of the project. 1.9 Existing Site Assessment Concurrent with this process, BHA Design, Inc. shall create a site assessment, evaluating aspects such as topography, vehicular and pedestrian access, surrounding development, natural features, existing trees and vegetation, access to sunlight, exposure to wind, views and other site context issues. Aller•Lingle -Massey Architects P.C.