HomeMy WebLinkAbout262265 W J FRICK DESIGN GROUP PC - CONTRACT - AGREEMENT MISC - W J FRICK DESIGN GROUP PCPROFESSIONAL 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 W.J. Frick Design Group, 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:
1. Scope of Services. The Professional agrees to provide services in accordance with
the scope of services attached hereto as Exhibit "A", consisting of one (1) pages, and incorporated
herein by this reference.
2. Contract Period. This Agreement shall commence upon signing, and shall continue
in full force and effect until November 15, 2009, unless sooner terminated as herein provided.
3. Early Termination W 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:
W. J. Frick Design Group, PC City of Fort Collins City of Fort Collins, Purchasing
Attn: Mr. W. J. Frick Attn:Steve McQuilken PO Box 580
526 South College Avenue PO Box 580 Fort Collins, CO 80522
Fort Collins, CO 80524 Fort Collins, CO 80522
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
Standard Professional Services Agreement- rev07/09
1
J
Contact Stephen McQuMdn
Project Mason BRT-PSCO Building
HABS Level I Documentation
Fee Proposal
ESTIMATED
TOTAL
FIELD WORK, DOCUUIENNTATIOK DRAWINGS AND RELATED:
W. J. Frick, RA, AIA (Principal in Charge)
8
$120.00
$960.00
Don Pratt (Field WoddCAD/HABS Doamrentation)
120
$W.00
$7,200.00
PaUica Dye Berglund, PMP Field Work/HABS Documentation)
24
$W.00
$1,200.00
Richard S. Beardmore, PE (Consultation)
6
$120.00
N/C
Relmbursables
$1,300.00
$10,660.00
$10,660.00
DECONSTRUCTION PLAN
J. Frick, RA, AIA`
4
4
$120.00
$120.00
$480.00
N/C
_W-
Rictrard S. Beardmore, PE ---
Word Processing - Staff
4
$40.00
$160.00
$640.00
$640.00
PROPOSED NTE ESTOMTE
$11,300.00
ReimbuMables Detail
Stewart and Associates -1 ey-out Reference Rectangle"
$400.00
Lift or Bucket Truck (for Roof and Upper Wall Access "'
$300.00
Plots and Subm#lal CAD Drawings (Per HABS Specifications)
$500.00
_
35 MM and Field Note Copies (Per HABS S ions
$100.00
$1,300.00
POST REVIEW CONTINGENCY
Post Submittal and Review Revisions (i0% Contingency of orig. proposal)
$1,2S0.00
Inclu Les oonsutlalian wish NCC Deconstruction
"Deduct Wparfouned by City Engineering
'Veduct If provided by City
S ndard Professional Services Agreement- rev07/09
2
EXHIBIT C
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 a-- eneral liability and automobile liability insurance policies for
any claims arising out of work pe ormed 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.
Standard Professional Services Agreement- rev07/09
t
EXHIBIT D -
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 (Non procurement)
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
Standard Professional Services Agreement- rev07/09
1. FLY AMERICA REQUIREMENTS
49 U.S.C. § 401113
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. 5323(j)
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.
Standard Professional Services Agreement- rev07/09
2
Mandatory Clause/Laueua¢e
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. 53236)(1)
The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 53230)(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. 53236)(1)
The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230)(1)
and 49 C.F.R. 661.5, but it may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(A),
53230)(2)(B), or 53230)(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.
Standard Professional Services Agreement- rev07/09
Certificate of Compliance with 49 U.S.C. 53236)(2)(C).
The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 53236)(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. 53236)(2)(C)
The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C.
53230)(2)(C) and 49 C.F.R. 661.11, but may qualify for an exception pursuant to 49 U.S.C.
53236)(2)(A), 53236)(2)(B), or 53230)(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 leading for shipments originating outside the United States,
Standard Professional Servioes Agreement- rev07/09
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:
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
Standard Professional Services Agreement- rev07/09
5
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 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.
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)
- 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
Standard Professional Services Agreement- rev07109
6
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, 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.
Standard Professional Services Agreement- rev07/09
[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
i
Date
8. ACCESS TO RECORDS AND REPORTS
49 U.S.C. 5325
18 CFR 18.36 (1)
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 capital project, defined at 49 U.S.C. 5302(a)l,
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)l, 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.
Standard Professional Services Agreement- rev07/09
8
right and remedy for such termination.
4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be
responsible for the professional quality, technical accuracy, timely completion and the ation
of all services rendered by the Professional, including but not limited to plans, reports,
,.s{�sifieatiea� and drawings ,
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 bined single limits
5. 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 Eleven Thousand
Three Hundred Dollars ($11,300.00) in accordance with the scope of services attached hereto as
Exhibit "B", consisting of two (2) pages, and incorporated herein by this reference. All such fees
and costs shall not exceed Eleven Thousand Three Hundred Dollars ($11,300.00). 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, A-
E Design Associates, PC and Stewart and Associates 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 amounts 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
Standard Professional services Agreement- rev07/09
2
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)(11).
7. FTA does not require the inclusion of these requirements in subcontracts.
Requirements for Access to Records and Reports by Types of Contract
Contract
Characteris
tics
{Operatio
= nal
Seryice
Contract ,
Turnkey
-
-
Construct)
on
Architecfur
- al
Engrneerin
Acqulsltw
:n of
Rolling.
Profession>
al
Services
I State
Grantees
None
Those
None
None
None
None
imposed on
a. Contracts
state pass
below SAT
None
thru to
Yes, if
None
None
None
($100,000)
unless'
Contractor
non-
unless
unless
unless
non-
competitiv
non-
non-
non-
b. Contracts
=-
competiti
a award or
competitiv
competitiv
competitiv
above
ve award
if funded
a award
a award
a award
$100,000/Ca
thru2
pital Projects
5307/5309
/5311
II Non State
Grantees
Those
Yes'
imposed on
Yes
Yes
Yes
Yes
a. Contracts
non -state
below SAT
Yes
Grantee
Yes
Yes
Yes
Yes
($100,000)
pass thru to
b. Contracts
Contractor
above
Standard Professional Services Agreement- rev07/09
$100,000/Ca
pital Projects j
Sources of Authority:
'49 USC 5325 (a)
2 49 CFR 633.17
318 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.
Flow Down
The Clean Air requirements flow down to all subcontracts which exceed $100,000.
Model Clauses/Langua-ge
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 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.
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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/Lannuaae
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 1
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13. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
Applicability to Contracts
Applicable to all contracts.
Flow Down
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/Lanauaae
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/Lan-guage
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 M. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49
C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract,
the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes,
it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for
which this contract work is being performed. In addition to other penalties that may be applicable, the
Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent
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12
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(6)(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 4220.1E
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 leaming.
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 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.
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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.
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
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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 [10] 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.
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.
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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 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
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16
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/Lanquage
The text of the following clause has not been mandated by statute or specific regulation, but has been
developed by FTA.
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
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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 VIl of the Civil Rights Act, as
amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to
comply with all applicable equal employment opportunity requirements of U.S. Department of Labor
(U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (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
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18
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.
6. 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
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
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N
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.
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
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_. _... ..1.9
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/Lanauape
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
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
Standard Professional Services Agreement- rev07/09
-20 - - -- - - -- - --
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 ETA's license in the copyright to any subject data developed
in the course of that contract, or a copy of the subject data first produced under the contract for which a
copyright has not been obtained. If the experimental, developmental, or research work, which is the
subject of the underlying contract, is not completed for any reason whatsoever, all data developed
under that contract shall become subject data as defined in subsection (a) of this clause and shall be
delivered as the Federal Government may direct. This subsection (c) , however, does not apply to
adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use
whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation
capital projects.
(d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the
Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents,
and employees acting within the scope of their official duties against any liability, including costs and
expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary
rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery,
use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor
shall be required to indemnify the Federal Government for any such liability arising out of the wrongful
act of any employee, official, or agents of the Federal Government.
(e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government
under any patent or be construed as affecting the scope of any license or other right otherwise granted
to the Federal Government under any patent.
(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.
Standard Professional Services Agreement- revo7/09
___ 21
(3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the
Contractor's status i.e., a large business, small business, state government or state instrumentality,
local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser
and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that
invention due the Federal Government as described in
U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R.
Part 401.
(4) The Contractor also agrees to include these requirements in each subcontract for experimental,
developmental, or research work financed in whole or in part with Federal assistance provided by FTA.
B. Patent Rights - The following requirements apply to each contract involving experimental,
developmental, or research work:
(1) General - If any invention, improvement, or discovery is conceived or first actually reduced to
practice in the course of or under the contract to which this Attachment has been added, and that
invention, improvement, or discovery is patentable under the laws of the United States of America
or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide
immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified.
(2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the
Contractor's status (a large business, small business, state government or state instrumentality, local
government, nonprofit organization, institution of higher education, individual), the Purchaser and the
Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention
due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements," 37 C.F.R. Part 401.
(3) The Contractor also agrees to include the requirements of this clause in each subcontract for
experimental, developmental, or research work financed in whole or in part with Federal assistance
provided by FTA.
21. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
49 CFR Part 26
Background and Awlicability
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
Standard Professional Services Agreement- rev07/09
22 _
(see section 26.29). Grantee choices concerning retainage should be reflected in the language
choices in clause subsection d.
Clause Lanctuagte
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.
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. (If 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]:
1. 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][Offerors] must present the information required above [as a matter of responsiveness]
[with initial proposals] [prior to contract award] (see 49 CFR 26.53(3)).
(If 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
Standard Professional Services Agreement- rev07/09
23
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).
22. [ RESERVED 1
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/Lanauaae
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.
Standard Professional Services Agreement- rev07/09
24
FROM : FAX NO. : Aug. 20 2009 09:35AM P1
Insured's Name and Address
W J F Design Group
526 S College Ave
Fort Collins, CO 80524-3002
CERTIFICATE OF LIABILITY INSURANCE
American Family Insurance Company ❑
American Family Mutual Insurance Company if selection box is not chocked.
6000 American Pky Madison, Wisconsin 53783.0001
Agent's Name, Address and Phone Number (Agi./Dist.)
Gene Frank (970) 482-5062
2332 S College Ave
Fort Collins, CO 80525-1722 (002/316)
This certificate Is Issued as a matter of information only and confers no rights upon the Certificate Holder.
This certificate does not amend, extend or alter the coverage afforded by the policies listed below.
I x k i lit
r
This Is to cent that policies of Insurance Rated below have been issued to the Insured named above for the policy period Indicated, natwithstartding any requiremant, term or condition of any contract or other
document with respect to which this certtficete may be Issued or may pertain, the insurance afforded by the policies described herein Is subject to all the terms, exclusions, and conditions of Such polclea.
POILICY DATE
TYPE OF INSURANCE
POLICY NUMBER
LIMITS OF LIABILITY
EFFEpay. TIVY EX ip TION
ri
Bodily injury and Property Damage
Homeowners/
Mobilehomeowners Liability
Each Occurrence $ 000
Bodiy Injury and Property Damage
Boatowners Liability
Each Occurrence $ ,000
Bodily injury and Property Damage
Personal Umbrella Liability
$ 000
Each Occurrence
Farm Uablllty & Personal Llabllity
Fartn/Ranch Liability
Each Occurrence $ 000
Farm Employer's Llabillty
Each Occurrence $ 000
Workers Compensation and
statutory
Each Accident $ 000
Employers Liability t
r
Disease - Each Employee $ ,000
olsease • Policy Umlt $ ,000
General Liability
General Aggregate $ 000
Products - Completed Operations Aggregate $ 000
❑ Commercial General
Personal and Advertising Injury $ .000
Liability (occurrence)
Each Occurrence $ +000
❑
Damage to Premises Rented to You $ 000
❑
Medical Expense (Any One Person) $ 000
Each Occurrencet t $ 2,000 ,000
Businessowners Liability
05-XO8908-01-00
4/10/2009
4/10/2010
Aggregatett $ 4,000 ,000
Common Cause omit $ .000
Liquor Liability
q ty
Aggregate Limn $ 000
Automobile Liability
Bodily Injury • Each Person $ 000
❑ Any Auto
❑ All Owned Autos
Boctlb Injury •Each Accident 000
_$
Property Damage $ 000
❑ Scheduled Autos
❑ Hired Auto
eorB y Injury and Property Damage Combined $ 000
❑ Nonowned Autos
Excess Liability
❑ Commercial Blanket Excess
Each OccurrencelAggregate $ 000
Other (Miscellaneous Coveraoes)
DESCRIPTION OPERATIONS/ LOCATIONS / VEHICLES / RESTRICTIONS / SPE IAL ITEMS t The Individual or partners shown as insured ❑ Have ❑ Have not
Project: Mason St Corridor, Historic America Building Survey elected to be covered as employees under this policy.
The city o1 Fort Collins, Its officers, agents and employees shall be named as additional Insureds per t t Producia•completed Operations aggregate is equal to each
` a
End BP 0448 limitgate
� '. �. � ` Fi'fl�l�+�'I�•����` �S iJ1K�Ik'`,,�k�1� 11��lFf'8,6�5 � ' .:' �' � ,.. , occurrence �' �re�.r'
. . >, ...�.. .�.......:: ..?.
IX Should any of the above describedIicies be cancelled before the
'( days)
• ADDITIONAL INSURED expiration date thereof, the company wllI endeavor to mail 10
City of Fort Collins written notice to the Certificate Holder named, but failure to mail such
the
notice shall impose no obligation or liabillt��rr of any kind upon
*% different
Purchasing Department co any, Its agents or representatives. days unless
PO Box 280 number of days shown.
❑ This certifies coverage on the date of Issue only. The above
Fort Collins, CO 80522 described policies are subject to cancellation in conformity with their
terms and by the laws of the state of issue.
DATEISSUED A HORIZEV REPRESENTATIVIE
8/19/2009
U-201 Ed. 5/00 Stock No. 06668 Rev. 7102
consent of the City.
11. Acceptance Not Waiver. The City's approval of drawings, designs, plans,
specifica#iens, reports, and incidental work or materials fumished 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 often (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,
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.
Standard Professional Services Agreement- rev07/09
4
16. 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:
1. 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 a -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
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
Standard Professional Services Agreement- rev07/09
5
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.
17. Amendment 54. To the extent that this Agreement may constitute a "sole
source govemment 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.
18. Special Provisions. Special provisions or conditions relating to the services to be
performed pursuant to this Agreement are set forth in Exhibit "D", Federal Requirements, consisting
of twenty five (25) pages, attached hereto and incorporated herein by this reference.
Standard Professional Services Agreement- reW7/09
N.
THE CITY OF FORT COLLINS, COLORADO
By: a '0�, �,:� L�
Jam4s B. O'Neill 11, CP O, FNIGP
Director of Purchasing & Risk Management
kh
DATE: � ` e 9
W. J. Frick Design Group, P.C.
By:
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: Bow— f
ATTEST:
�-i Y. 1� ;1
Corpo � i Secretary
Standard Professional Services Agreement- revo7/09
7
(Corporate Seal)
EXHIBIT A
SCOPE OF SERVICES
Mason Corridor BRT Project
Public Service Company Substation Archival Documentation
Scone of Work:
■ HABS Level I documentation with CAD generated drawings
■ Coordination with National Parks Service to apply for project number and schedule a site meeting,
if required
■ Field measurements and preparation of architectural drawings to HABS specifications
■ Recommendations for sustainable deconstruction practices
Exclusions:
■ Other HABS products including large format photography, written history, and other HABS forms
and documentation
Schedule: All work to be completed within 90 days of NTP excluding delays
Standard Professional Services Agreement- rev07/09
EXHIBIT B
FEE SCHEDULE
W. FR CJK
DESTON GROUP, P.C.
July 1, 2009
Mr. Stephen McQuilkin, Mason Corridor Project Manager
Fort Collins Transportation Planning
250 North Mason Street
P. O. Box 580
Fort Collins, Colorado 80522
Transmitted electronically to sfmcquilkin@fcgov.com
Project: Mason BRT — PSCO Building
HABS Documentation and Deconstruction Plan
Dear Steve:
W. J. Frick Design Group, PC is pleased to offer the attached fee proposal for Professional
Services for the above referenced project Our services will be performed in consultation with A-E
Design Associates, PC_
This fee proposal is for HABS Level 1 documentation, with CAD generated drawings.
As part of our Scope of Work, we wil contact the National Parks Service office in Denver to apply
for a project number and arrange for a site meeting, if required. We will perform the required field
work and produce drawings and required drawing related accompanying supporting documentation.
Excluded would be all other HABS products, including but not limited to large format photography,
written history, and other required HAGS coordination, forms, or documentation. This proposal also
assumes that site and budding preparation necessary to facilitate the fieldwork, i.e. removal of
brush, trees, fences or other deterrents adjacent to the structure, and removal of the illuminated
sign that obscures a portion of the facade, will be performed by others prior to commencement of
the HASS related survey work Please note that there are deducts offered in the fee proposal for
work or equipment that may be provided by others.
We will be able to schedule this project immediately upon acceptance of this proposal, and look
forward to your prompt reply.
Sincerely, C _
W. ud)Vfick, President
A NCARB
Attachment
ARCHITECTURE
526 SOUTH COLLEGE AVENUE, FORT COLLWS, COLORADO 80524
(970) 484.1467 / FAX (970) 495.9632
E-MALL: wjfdg@ncrscapc.not
Standard Professional Services Agreement- rev07/09
0