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HomeMy WebLinkAbout112468 FELSBURG HOLT & ULLEVIG INC - CONTRACT - RFP - 7099 ENGINEERING SERVICES - NFRMPO (2)PROFESSIONAL (WORK ORDER) SERVICES AGREEMENT P-7099 THIS AGREEMENT is made and entered into this 26th day of February, 2010, by and between THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (the "MPO") and LSA Associates, Inc. ("Professional"). In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. Professional shall perform transportation planninglengineering type tasks and related work as needed, as described in Request for Proposal, Exhibit A, Scope of Services. The scope of services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order, a sample of which is attached hereto as Exhibit B and incorporated herein by this reference. The MPO reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. 2. Time. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any tune limit must be agreed upon in writing by the parties hereto. 3. Term. This Agreement shall commence on February 25, 2010 and shall continue in full force and effect until February 25, 2011, unless terminated sooner as herein provided. In addition, at the option of the MPO, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPICJ published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to Professional and mailed no later than ninety (90) days prior to contract end. 4. Default. Each and every tern and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default, and this Agreement may be terminated. 5. Early Termination by MPO. Notwithstanding the time periods contained herein, the MPO may tenninate this Agreement at any time for the MPO's convenience or because of the failure of Professional to fulfill the contract obligations. The MPO shall terminate by providing at least fifteen (15) days prior written notice of termination by delivering to Professional a notice of termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, Professional shall immediately discontinue all services affected (unless the notice directs otherwise) and deliver to the MPO all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for convenience, the MPO shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed s:\shared\l- administrative\2 - reference\contracts\lsa\lsa-p-7099-transp planning & engileering- 02_26_10.doc • Demographic projections and analysis • Multi modal assessments • Project cost estimation • Project prioritization methods and techniques • Performance -Based Planning o Mobility o Economic development o Quality of life o Environmental and resource consumption o Safety o Operational Efficiency o System preservation Corridor planning: • Corridor optimization plans • Access control • Demand forecasting • Cost estimates • Freight and commodity movement planning and analysis Multi modal applications and planning studies: • Transit, bicycle and pedestrian Financial Analysis: • Revenue, expense, and pro -forma forecasts • Cost/benefit analysis • Feasibility studies • Innovative financing techniques • Impact Fee analysis Data Collection and Analysis: s:\shared\1- administrative\2 - reference\contracts\lsa\lsa-p-7099-transp plamung & engineering- 02 26_10.doc • GPS inventories • Manual Traffic and Transit Surveillance • Manual Vehicle Surveillance • Manual Freight and Goods Movement Surveillance • Roadway geometries • Traffic counts • Travel tunes • Turning movements • Vehicle classification Vehicle weight • Vehicle occupancy • Data analysis • On Board transit surveys • Behavioral surveys • Market surveys • Attitudinal surveys • Household travel surveys Process Facilitation: • Develop and implement process and methodologies for various planning related applications • Facilitate public involvement processes in relation to planning work • Coordinate and facilitate planning related activities with stakeholders Transportation/Travel Demand/Land Use/Air Quality Modeling: • Application and analysis of travel demand models and their application Environmental Planning: • Environmental data analysis/modeling • Technical and policy support • Compliance with various federal regulatory Acts s:\shared\1- administrative\2 - reference\contracts\lsa\lsa-p-7099-transp planning & engineering- 02 26 10.doc Climate Change and Green House Gases Work Task Deliverables: The types of work task deliverables anticipated are: Planning docwnents Feasibility reports Technical reports and "white" papers Management reports Presentation materials Electronic infonnation such as databases, spreadsheets, snaps and drawings s:\sharedll- admuiistrativel2 - referencelcontracts\lsallsa-p-7099-transp planning& engineeruig- 02_26_10.doc EXHIBIT B WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL AND LSA ASSOCIATES DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee (time and reimbursable direct costs) not to exceed: Project Description: Scope of Services: Acceptance Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. Professional By: Date: User The attached forms consisting of _ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL 0 Date: sashared\1- administrativel2 - refere1ice\contracts\1sa11sa-p-7099-transp plamung & engineering- 02_26_10.doc EXHIBIT C FEE SCHEDULE FOR LSA ASSOCIATES, INC. 2010 RATES AND REIMBURSABLE EXPENSES LSA ASSOCIATES, INC. 132 WEST MOUNTAIN AVENUE FORT COLLINS, COLORADO 80524 PERSONNEL HOURLY RATE Ray Moe, Managing Principal $180.00 Everett Bacon, Principal $165.00 Sean McAtee, Associate Transportation Planner/Engineer $130.00 Ravi Palalcurthy, Transportation Planner $90.00 Kaushil Sabba, Transportation Planner/Engineer $80.00 Graphic Design $90.00 Elissa Palmer, Office Manager $60.00 EXPENSES UNIT RATE Mileajze $0.50 per mile Reproduction $0.10 ter page Reproduction (8 1/2 x 11 and 11 x 17 B/W Copies_ $0.10 per page Reproduction (8 1/2 x 11 - Color Copies) $1.00 per page Reproduction ( 11 x 7 - Color Copies) $2.50 per pare Plotting $3.75 per linear ft. CD -Rom Data Transmittal $5.00 per CD/DVD Expendable Supplies & Other Direct Casts Cost + 5% L:\ProposalslNFRMPO_EngServicesRFQ(ZZZ162F1)\201 0 Fee Schedule for LSA Associates.doc January 2010 s:\sliared\l - administrative\2 - reference\contracts\lsa11sa-p-7099-transp plamiing & engineering-02_26_10.doc EXHIBIT D - Federal Patent and Rights in Data 37 C.F.R. Part 401,49 C.F.R. Parts 18 and 19 The FTA patent clause is substantially similar to the text of 49 C.F.R. Part 19, Appendix A, § 5, but the rights in data clause reflects FTA objectives. For patent rights, FTA is governed by Federal law and regulation. For data rights, the text on copyrights is insufficient to meet FTA's purposes for awarding research grants. This model clause, with larger rights ,as a standard, is proposed with the understanding that this standard could be modified to FTA's needs. CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data. (1) The tern "subject data" means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Agreement. The tern includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design -type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment -has been added: (a) Except for its own internal use, Professional may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may Professional authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. 18.34 and 49 C.F.R. 19.36, the Federal Government reserves a royalty -free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b)2 below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. l . Any subject data developed under this Agreement, whether or not a copyright has been obtained; and s:\shared\l- administrative\2 - reference\contracts\lsa\lsa-p-7099-transp planning & engineering-02 26_10.doc 2. Any rights of copyright purchased by Professional using Federal assistance in whole or in part provided by FTA. (e) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, Professional perforining experimental, developmental, or research work required by this Agreement agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c), however, does not apply to adaptations of automatic data processing equipment or prograins for Professional's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government, the MPO and Professional agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the MPO or Professional of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the MPO nor Professional shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. (e) Nothing contained herein shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (f) Data developed by Professional and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attaclunent has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that Professional identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, Professional agrees to include these. requirements in each subcontract for experimental, developmental,* or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary detennination in writing, irrespective of Professional's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution s:\shared\l- adini nistrative\2 - reference\contracts\lsa11sa-p-7099-transp planning & engineering-02_26_10.doc of higher education, individual, etc.), the MPO and Professional agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Governiment as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Finns Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (4) Professional agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights: (1) If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under this Agreement, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, Professional agrees to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of Professional's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), Professional agrees to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Finns Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (3) Professional agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. s:\shared\l- administrative\2 - reference\contracts\lsa\lsa-p-7099-transp planning & engineering-02 26_l0.doc EXHIBIT E AFFIDAVIT PURSUANT TO C.R.S. 24-76.5-103 1, g,4&t A^ (ah'7 , swear or affirm under penalty of perjury under the laws of the State of Colorado that (check one): I am a United States citizen, or am a Permanent Resident of the United States, or I am lawfully present in the United States pursuant to Federal law. I understand that this sworn statement is required by law because I have applied for a public benefit. I understand that state law requires me to provide proof that I am lawfully present in the United States prior to receipt of this public benefit. I further acknowledge that making a false, fictitious, or fraudulent statement or representation in this sworn affidavit is punishable under the criminal laws of Colorado as perjury in the second degree under Colorado Revised Statute 18-8-503 and it shall constitute a separate criminal offe se each time a public benefit is fraudulently received. Signature Date INTERNAL USE ONLY Valid forms of identification Y---current Colorado driver's license, minor driver's license, probationary driver's license, commercial driver's license, restricted driver's license, instruction permit P --- current Colorado identification card q--- U.S. military card or dependent identification card p---U.S. coast guard merchant mariner card 7--Native American tribal document The following forms of identification may be accepted through February 28, 2007* Y --- original birth certificate from any state of the United States p --- certificate verifying naturalized status by U.S. with photo and raised seal T --- certificate verifying U.S. citizenship by U.S. government, e.g., U.S. passport l ---order of adoption by a U.S, court with seal of certification ---valid driver's license from any state of the U.S. or the Dist. of Columbia excluding AK, HI, IL, MD, MI, NE, NM, NC, OR, TN, TX, UT, VT and WI q--valid immigration documents demonstrating lawful presence, e.g., current foreign passport with current 1-551 stamp or visa, current foreign passport with 1-94, 1-94 with asylum status, unexpired Resident Alien card, Permanent Resident card or Employment Authorization card *A waiver may be available where no identification exists or can be obtained due to a medical condition, homelessness, or insufficient documentation to receive a Colorado I.D. or driver's license. Contact your department director. RcvO6/Q7 Certification Regarding Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100, 000) The undersigned 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 Foi7n 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, et seq .)] (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. 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, LSA Associates 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. 3801, et seq., apply to this certification and disclosure, if any. �� Signature of Contractor's Authorized Official AAC- Name and Title of Contractor's Authorized Official Myt� 3, 200 Date Rev06/07 services. If the termination is for failure of Professional to fulfill the contract obligations, the MPO may complete the work and Professional shall be liable for any additional cost incurred by the MPO. If, after termination for failure to fulfill contract obligations, it is determined that Professional was not in default, the rights and obligations of the parties shall be the same as if the tennination had been issued for the convenience of the MPO. 6. Opportunity to Cure. In the case of a breach or default, the MPO may, in its sole discretion, allow Professional a period of time in which to cure the defect. In such case, the notice of tennination shall state the time period in which cure is pennitted and other appropriate conditions. If Professional fails to remedy to the MPO's satisfaction the breach or default or any of the terms, covenants, or conditions of this Agreement within ten (10) days after receipt by Professional of written notice from the MPO setting forth the nature of said breach or default, the MPO may terminate the Agreement without any further obligation to Professional and seek damages, may treat the Agreement as continuing and require specific performance, or may avail itself of any other remedy at law or equity. If the MPO commences legal or equitable actions against Professional, Professional shall be liable to the MPO for the MPO's reasonable attorney fees and costs incurred because of the default. Any such termination for default shall not in any way operate to preclude the MPO from also pursuing all available remedies against Professional and its sureties for said breach or default. 7. Waiver of Remedies for any Breach. If the MPO elects to waive its remedies for any breach by Professional of any covenant, term or condition of this Agreement, such waiver by the MPO shall not limit the MPO's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Agreement. 8. Responsibility. Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 9. Indemnification. Professional shall indemnify, hold harmless and defend the MPO and its representatives, officers, employees, agents, and contractors from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands, or judgments, including, without limitation, reasonable attorney fees, arising from or in any way connected with injury to or the death of any person or physical damage to any property resulting from any act, omission, condition, or other matter related to this Agreement. 10. Insurance. Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits, and errors and omissions insurance in the amount of $1,000,000. 11. Compensation. In consideration of the services to be performed pursuant to this Agreement, the MPO agrees to pay Professional on a time and reimbursable direct cost basis designated in Exhibit C, attached hereto and incorporated herein by this reference. At the s:\shared\l- administrative\2 - reference\contracts\lsa\lsa-p-7099-transp planning & engineering- 02_26_1 O.doc election of the MPO, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Monthly invoices are required and shall include a description of services performed, along with number of hours and stated rates per hour. Supporting documentation shall also be submitted for any reimbursable direct costs. The amounts of all such billings shall be based upon the Professional's MPO-verified progress in completing the services to be performed pursuant to the Scope of Services on each Work Order and upon approval of the Professional's direct reimbursable expenses. Final payment shall be made following acceptance of the work by the MPO. 12. Records and Reports. The MPO and Professional shall maintain all books, records, and other documentation pertaining to the Scope of Services and necessary to completely substantiate all costs incurred and billed to the MPO during the teen of this Agreement for a period of three (3) years fiom the date of final payment under the terms of this Agreement. These records shall be made available for inspection and audit to any state or federal authority authorized to inspect such records and copies thereof shall be furnished at the expense of Professional, if so requested. 13. Ownership of Work Product. on final payment, all designs, plans, reports, specifications, drawings, and other services rendered by Professional shall become the sole property of the MPO, which shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use and authorize others to use all such materials for authorized government purposes. Other entities that may reproduce, publish, or otherwise use the designs, plans, reports, specifications, drawings, and other services rendered by Professional include but are not limited to the Colorado Department of Transportation ("CDOT"), the Federal Transportation Administration ("FTA"), and the Federal Highway Administration ("FHWA"). 14. MPO Representative. The MPO shall designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the MPO Representative. 15. Project Documents. Upon conclusion of the project and before final payment, the Professional shall provide the MPO with reproducible documents of the project containing accurate information on the project as designed. Documents shall be of archival quality, and also available in an electronic format, in an agreed upon format. 16. Monthly Report. Commencing at the end of the calendar month following the date of execution of this Agreement and every calendar month end thereafter, Professional shall provide the MPO with a written report of the status of the work. Failure to provide any required monthly report may, at the option of the MPO, suspend the processing of any partial payment request. 17. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the MPO. The MPO shall not be s:\shared\l- administrative\2 - reference\contracts\lsa\lsa-p-7099-transp planning & engineering- 02 26 10.doc responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 18. Personal Services. It is understood that the MPO enters into this Agreement based on the special abilities of Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, Professional shall neither assign any responsibilities nor delegate any duties, nor create any subcontracts arising under this Agreement without the prior written consent of the MPO. 19. Conflict of Interests and Prohibited Interests. The MPO and Professional represent that neither has any interests and shall not acquire any interests, directly or indirectly, that would conflict in any manner or degree with the performance and services required to be performed under this Agreement. The MPO and Professional further represent that no member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom. In addition no employee, officer, or agent of the MPO shall participate in selection or in the award or administration of this Agreement if a conflict of interest, real or apparent, would be involved. Such conflict would arise when the employee, officer or agent; any member of his immediate family; his or her partner; or an organization which employs, or is about to employ any of the foregoing, has a financial or other interest in the firm selected for award. The MPO's officers, employees, or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties of subagreements. 20. No Waiver. The MPO's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The MPO's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the MPO under this Agreement. 21. No Government Obligation to Third Parties. The MPO and Professional acknowledge and agree that, notwithstanding any concurrence by the federal govermment in or approval of the solicitation or award of the underlying contract, absent the express written consent by the federal government, the federal government is not a party to this Agreement and shall not be subject to any obligations or liabilities to the MPO, Professional, or any other party (whether or not a party to this Agreement) pertaining to any matter resulting from this Agreement. 22. Notices. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: MPO: With Copy to: LSA Associates, Inc. THE NFRT & AQPC City of Fort Collins Attn: Ray Moe Attn: Suzette Mallette Purchasing 132 West Mountain Avenue 419 Canyon Avenue, Ste 300 PO Box 580 Fort Collins, CO 80521 Fort Collins, CO 80521 Ft Collins, CO 80522 s:lsharedll- administrative\2 - referencelcontractsusallsa-p-7099-transp planning & engineering- 02_26l0.doc 23. Incorporation of FTA Terms. This Agreement includes certain Standard Teens and Conditions required by the federal Department of Transportation ("DOT') and other federal and state authorities, whether or not expressly set forth in this Agreement. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1D, dated April 15, 1996, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. Professional shall not perform any act, fail to perfonn any act, or refuse to comply with any the MPO requests which would cause the MPO to be in violation of the FTA terms and conditions. 24. Grant Assurances and Federal Requirements. This Agreement involves the expenditure of federal funds, which requires the MPO and Professional at all times during the execution of this Agreement to adhere to and comply with all applicable federal laws and regulations, as they currently exist and may hereafter be amended, which are incorporated herein by this reference as terms and conditions of this Agreement. A non -exhaustive list of federal laws and regulations that may be applicable is included below. By signing this Agreement, Professional avers that it is his or her responsibility to be aware of the requirements that may be imposed by the following federal laws and regulations, and others not listed, that he or she is aware of any such requirements, and that he or she will comply with all applicable laws and regulations. a. Laws and regulations prohibiting false claims and statements from being made to the federal government, 31 U.S.C.A § 3801, et seq., 49 C.F.R. Part 31, and 18 U.S.C.A. § 1001; b. Federal privacy law, 5 U.S.C.A. § 552; C. Nondiscrimination and equal employment opportunity laws in accordance with Title VI of the Civil Rights Act, 42 U.S.C.A. § 2000d; § 303 of the Age Discrimination Act of 1975, 42 U.S.C.A. § 6102; § 202 of the Americans with Disabilities Act of 1990, 42 U.S.C.A. § 12132 ("ADA"); and Federal transit law, 49 U.S.C.A. § 5332; d. Mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C.A. § 6201. 25. Bindina Effect. This Agreement, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. s:\shared\l- administrative\2 - reference\contracts\lsa\lsa-p-7099-transp plarming & engineering- 02_26_10.doc 26. Governing Law. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. 27. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 28. Prohibition Against Employing Illegal Aliens. This paragraph shall apply to all Professionals whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien; and 2. Professional has participated or attempted to participate in the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "Basic Pilot Program") in order to confirm the employment eligibility of all newly hired employees. b. 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. G. Professional shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Contractor is accepted or the public contract for services has been completed, whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Prograin is discontinued. d. Professional is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. C. 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 MPO within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that 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. f. Professional shall comply with any reasonable request by the Colorado s:\shared\1- administrative\2 - reference\contracts\lsa\lsa-p-7099-transp planning & engineering- 02_26_10.doe Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. g. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the MPO may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the MPO arising out of Professional's violation of Subsection 8-17.5-102, C.R.S. h. The MPO will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the MPO terminates the Agreement for such breach. 29. Special Provisions. Special provisions or conditions relating to federal patent law and rights in data that are applicable to this Agreement are set forth in Exhibit D, attached hereto and incorporated herein by this reference. s:\shared\l- adininistrative\2 - reference\contracts\lsa\lsa-p-7099-transp planning & engineering- 02_26_10.doc THE NORTH FRONT RANGE TRANSPORTATION AND QUA P 1NG. COUNCIL (MPO) Cliff Davidson, Executive Director STATE OF COLORADO ) ss. COUNTY OF PROFESSION L: By: Title: The foregoing instrument was subscribed, sworn to and ac nowledged before me this 3fd day of C�, 200 D , byROhVA N, riff, p [as icU21t A& s5 aL.] My commission expires: 0/3 (SEAL) Notary Public TERESITA DE LA CRUZ Commission # 1845766 s Notary Public - California Orange County M Comm. Expires May 20, 2013 r s:lsharedll- administrativel2 - referencelcontracts\lsallsa-p-7099-transp planning & engineering- 02_26_10.doc EXHIBIT A Scope of Services Request for Proposal Transportation Planning & Engineering Type Services Introduction: The North Front Range Metropolitan Planning Organization (NFRMPO) is an organization of fifteen local governments that is responsible for long range transportation planning in the North Front Range. Members of the MPO are Fort Collins, Greeley, Loveland, Tumiath, Berthoud, Windsor, Johnstown, Milliken, Evans, Garden City, LaSalle, Evans, Severance and Weld and Larimer Counties. The Colorado Department of Transportation (CDOT) and the State Air Quality Control Commission (AQCC) are also members. The NFRMPO works on a regional scale that covers approximately 600 square miles, and is responsible for regional transportation planning. General Information: This agreement is for non-specific work order with the NFRMPO to perform planning/engineering type tasks and related work. The timing and schedule of these services will be based upon the NFRMPO needs. Work Order Procedures: Work performed pursuant to the Professional Services Agreement will be authorized by Work Order. No Work Order shall exceed $150,000. The NFRMPO reserves the right to seek independent or separate proposals on any project, rather than issuing a Work Order to the Professional. The only work authorized under the Professional Services Agreement is that which is performed after receipt of such Work Orders. The NFRMPO makes no guarantee as to the number of work orders or actual amount of services which will in fact be requested. Potential Service Categories: Responders should be capable of providing some or all of the services listed below. When appropriate, firms and/or individuals are encouraged to form teams to afford the highest level of expertise and capabilities. The firm with which the contract is signed will be the `prime' and will be responsible for performance, sub -contractor management, and work identified in a given task order. The categories of services are listed below. The magnitude and effort required for specific work tasks may vary from work order to work order. Major Service Categories: • Transportation and Land Use Planning • Development of Regional Transportation Plans • Development of Transportation Improvement Programs • Land use/transportation/air quality relationships • Livability and sustainability • Travel demand forecasting s:\shared\l- administrative\2 - reference\contracts\lsa11sa-p-7099-transp planning & engineering- 02_26_10.doc