HomeMy WebLinkAbout496759 STEER DAVIES GLEAVE - CONTRACT - RFP - 7261 REGIONAL TRANSIT SERVICE ENTITY FEASIBILITY SPROFESSIONAL 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 Steer Davies Gleave, 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 thirteen (13) pages, and
incorporated herein by this reference.
2. Contract Period. This Agreement shall commence February 10, 2012, and shall
continue in full force and effect until February 10, 2013, unless sooner terminated as herein
provided.
3. Early Termination by City. Notwithstanding the time periods contained herein, the
City may terminate this Agreement at any time without cause by providing written notice of
termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the
termination date contained in said notice unless otherwise agreed in writing by the parties.
All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent
to the following addresses:
Professional: City: With Copy to:
Steer Davies Gleave City of Fort Collins City of Fort Collins
Attn: Tim Baldwin Attn: Marlys Sittner, Transfort Purchasing Dept.
600 17" Street, Suite 2800 South PO Box 580 PO Box 580
Denver, CO 80202 Fort Collins, CO 80522 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
Professional Services Agreement
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centers, or other key activity centers; and informational publications available on the
project website to allow people to sign up for project updates.
I Professional will work with the PMT to identify and establish a refined project Steering
Committee. Building on the previous membership of the Financial Advisory Committee
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(FAC), we will work with the PMT to identify key participants (representatives of
municipalities and agencies, key non-profit and community groups, and others throughout
the study area who have been involved in the past and who will want to remain involved
in the future) who will meet with the project team on a regular basis (estimated five
workshops) to review and comment on study products and recommendations.
1 Professional will work with City staff to set up an initial meeting with FTA Regional staff and
CDOT transit grant staff to keep them informed on the project and to ensure their
continued involvement throughout.
Professional will work with the PMT to identify key stakeholders throughout the region to be
contacted in task 3 along with an assessment of their key issues and concerns.
Key Deliverable/Responsibility:
1 Project Management Plan (end of January 2012); SDG with input from team.
Public Involvement Plan (end of January 2012); OV/Dowling
Task 2 - Data Collection: How the Region Lives and Moves (end of March 2012)
Data Needs
The Professional will work with the PMT to determine the specific data needs required to
develop a sustainable transportation strategy. The 2009 Transfort Strategic Plan and the
NFRMPO Long -Range Plan provide good starting "snapshots" of the existing and planned
system and its potential. Professional will work with the PMT in a workshop format to identify
other high -priority transit programs and services in the region that should be included.
Transit Audit
The Professional will establish a comprehensive database on existing transit services in the
study area. The first tasks of the audit will be to establish the baseline in terms of:
1 Understanding current patterns of employment, retail and leisure in the region, in order
to understand the key sources of demand for travel in the areas.
Understanding the demographic profile within the region, to identify where there are
areas of high/low car ownership and high levels of transit dependency.
1 Understanding and mapping the existing transit system to show the network coverage.
Assembling evidence on the performance of the transportation network, such as
congestion hot spots, or locating areas where public transportation services suffer
problems of poor quality or reliability.
The baseline assessment would be supported by:
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I Desktop Research, utilizing data and knowledge from the existing reports and datasets
from Larimer County as well as other national, regional, and local sources including
planners and operators.
Geo-demographic analysis: Professional will use available information on the regional
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demographic patterns from the NFRMPO and other sources and complement this with
additional data to map the demographic, economic and geographical features of the
region.
Stakeholder input: Professional will capture the knowledge and insight obtained during the
stakeholder engagement to supplement our understanding of transportation issues, needs,
constraints and opportunities (see task 3).
The baseline analysis will enable an assessment of where the transportation network appears
to be catering well and less well to the needs of the population, and therefore will identify
where, and the extent to which, transportation objectives are being met.
Policy Review
This process will distill the range of policy documents into a single summary, which will
provide both the strategic contest for the development of the project, and understanding of
key transportation issues and proposals. It will provide the starting point for the
development of the Plan's objectives, whereby the range of policy aims from the documents
reviewed will need, in conjunction with the Steering Committee, to be articulated into a
core set of clear objectives, against which transportation options can be assessed in an
objective and measurable way.
SWOC Analysis
The Professional will work with the PMT and the Steering Committee (Workshop No. 1 -
February 2012) to conduct a Strengths, Weaknesses, Opportunities and Challenges (SWOC)
analysis to identify key issues facing the agency in pondering a regional authority. Themes to
be explored during the SWOC analysis could include:
1 Theme 1: Accessibility and integration, including improved access to services and
activities, accessibility to and from the region and city center(s), and integration and
transfers between and among existing modes of transportation.
1 Theme 2: The role of transit and transportation in balanced economic development,
including recognition of the economic development emphasis within the region, and the
need for key infrastructure and services as a result; and accessibility of more remote
areas and the need for balanced development.
Theme 3: Safeguarding and developing existing lifeline services to ensure that the needs
of the transit dependent are always met.
1 Theme 4: The environment, including safeguarding the unique natural heritage of the
region; conserving a valuable asset to the economy; and safeguarding the identity of the
local communities.
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O 1 Theme 5: Delivery, including potential for maximizing resources and funding
opportunities; the need for integrated investment and partnerships; and identification of
new sources of funding.
The output of the SWOC process will include summary tables designed to capture all the key
issues in a format for discussion with stakeholders.
Responsibilities/Deliverables
1 Demographics: led by Professional
1 Transit Audit: led by LSC with input from OV
1 Policy Review: led by Professional with input from other team members
Steering Committee Meeting No. 1 (Introduction to project; review Purpose and Need and
Goals/Objectives; SWOC Analysis): led by Professional with input from other team members
Deliverables:
• Data analysis/transit audit summary
• Policy review summary
• SWOC analysis summary
• Summary of Steering Committee Meeting No. 1
Task 3 - Community Mobility Review/Stakeholder Interviews (end of April 2012)
In coordination with input from the PMT, the Professional will develop a list of key stakeholder
groups to be communicated with throughout the project. The Professional will assist the PMT
with identifying an appropriate number of stakeholder groups and members (including
elected officials, major employers, and representatives of businesses, neighborhoods, and
community groups).
Professional will meet with and collect data from key stakeholders in the region to get their
own perspectives on future transit development and structural needs and trends. This
"community mobility review" will provide a snapshot of the community's existing types and
levels of service and elements that are important to them. It will also help Professional identify
additional important stakeholders who Professional may want to consider including in
Professional's discussions. This activity will include:
1 Completing interviews with local jurisdiction staff (one-on-one) to understand the local
conditions, concerns, and knowledge.
Completing interviews (one-on-one) with decision makers (politicians) to understand the
political climate and constraints.
Utilizing the project Steering Committee to the maximize benefit. This will include an
initial group brainstorming session as an essential part of the Multiple Account Evaluation
process (see Task 6).
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O 1 Utilizing new media methods such as web -based surveys, e-newsletters, Facebook
updates, and Twitter communications to reach a broader public audience.
Responsibilities/Deliverables
n , 1 CV/Dowling will lead the stakeholder interview process and other outreach activities.
Deliverable:
• Summary of stakeholder/Steering Committee comments
• Community Mobility Review assessment document
Task 4 - Review and Analyze Service Models (end of May 2012)
As an outgrowth of the data collection effort in Task 2, the Professional will undertake a
comprehensive review of service model options for the area to consider for its future transit
governance structure. This effort will include:
A summary and history of applicable Colorado statutes and regulations governing
transportation funding and implementation. This will include a summary of recent
legislative actions related to transit and transportation funding and how individual regions
in Colorado have responded to those actions.
A summary of other states' legislative guidelines to transit governance and funding. A
wide variety of funding options exist in other states, ranging from general revenues to
dedicated sales taxes, business taxes, and auto registration taxes. We will utilize
resources from organizations such as the National Conference on State Legislatures, the
Center for Transportation Excellence, and the Transit Cooperative Research Program to
develop a comprehensive inventory of governance and funding models from around the
country.
1 Professional will convene Steering Committee Meeting No. 2 (April 2012) to review the
results of the stakeholder interviews/community mobility survey and the summary of
transit governance options.
Responsibilities/Deliverables
1 LSC wilt lead the service model analysis, assisted by IMG and Blaydes Consulting
1 Steering Committee Meeting No. 2 (review of community mobility survey and governance
models): led by SDG with input from other team members
Deliverable:
• Summary of service/governance models from Colorado and nationwide
• Summary of Steering Committee Meeting No. 2
600 17" St., Suite 2800 South Denver CO 80202
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OTask 5 - Peer System Analysis: How do Other Regions Work? (end of June 2012)
The Professional will work with the PMT and Steering Committee to develop a list of
LL appropriate peer transit systems to develop case studies and best practices on transit
funding and governance. Peer systems are defined as transit systems or agencies that
roughly resemble the study area in a number of factors, including:
1 Similar population and population density;
1 Similar service patterns, including commuting patterns to larger metropolitan areas;
1 Similar annual trip volumes;
1 Similar college/university populations; and
1 Similar annual operating and maintenance costs.
Potential systems to be studied include but are not limited to:
1 Everett (WA) Transit
1 Lowell (MA) Regional Transit Authority
Kanawha Valley (WV) Regional Transit Agency
Capital Area Transit, Harrisburg (PA)
Ann Arbor (MI) Transportation Authority
1 Knoxville (TN) Area Transit
Winston-Salem (NC) Transit Authority
1 Citibus, Lubbock (TX)
1 Central Arkansas Transit Authority, Little Rock (AR)
I Denton County (TX) Transportation Authority
1 Wichita (KS) Transit
Modesto (CA) Area Express
1 Appleton (WI) Valley Transit
Santa Rosa (CA) CityBus
1 Logan (UT) Cache Valley Transit System
Sonoma County (CA) Transit
The Professional will work with the PMT and the Steering Committee (in Steering Committee
Meeting No. 3 - June 2012) to develop and screen a long list of potential peer systems for
inclusion in this analysis. The Professional will conduct detailed research on the final list, and
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will contact staff members from those agencies to determine a number of factors, including
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items such as:
1 Governance and funding structure;
Commuting patterns and service levels;
An evaluation of the degree of success of the agency in serving community needs, goals,
and vision;
Plans for expansion or revision, either in service levels or governance; and
Words of advice for the study area.
The Profressional will organize a 'peer system forum' of the leadership and key staff of the
most appropriate peer systems. This forum will include both travel of those individuals to the
area (where resources allow), or alternatively, a 'virtual forum' using a teleconference to
allow wide-ranging participation of peer system representatives. This forum will allow the
PMT and Steering Committee to understand key 'lessons learned' from those systems that
can be valuable tools in helping them guide the development of the transit future in the
study area.
The final product of this effort will be a 'best practices' document summarizing the key
aspects of governance and funding structures of other systems and how they can be applied
in this project.
Responsibilties/Deliverables
Peer city analysis to be led by LSC
1 Steering Committee Meeting No. 3: Peer city forum to be led by SDG
Best practices document to be led by SDG with support from other team members
Deliverables:
• Peer city analysis
• Results of peer city forum
• Best practices document
Task 6 - Development of the Vision: Identify and Evaluate Governance Models
(end of August 2012)
Development of Options/Scenarios
Using information developed from our data and peer systems research, our stakeholder
interviews, our peer system forum, and our visioning workshop, the Professional will develop a
range of potential options for implementation to guide the development of a regional transit
framework for the study area. Issues to be explored include but are not limited to:
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O I Governance: What type of governing structure is needed (including how local
jurisdictions are represented such as through appointment or election), and what type of
legal structure is involved in linking the jurisdictions?
Legal/regulatory: What issues need to be explored with respect to FTA funding, including
W receipt of grant funds, labor issues, and others?
Funding: What type of funding mechanisms are available or recommended, including
dedicated taxes, and how are those funding mechanisms approved by the community?
Funding Equity: What service standards are appropriate to balance needs of all
communities in the study area? How should services be distributed among local
communities?
Service Structure: What type of inter -related service structure is appropriate over the
short term and the long run? Should all services be completely integrated and, if so, over
what time period? What are the financial implications of service integration? What new
services could be provided based on potential funding levels?
Evaluation Framework and Criteria
The Professional will develop an evaluation framework that is capable of assessing the
performance of options and scenarios in a robust and transparent manner. The evaluation
framework will consist of:
Identified performance measures and metrics to be developed for each objective - these
would include elements such as ridership, financial performances (costs and revenues),
economic (cost -benefit) performance, and accessibility mapping.
The development of an assessment scoring system. This will provide a summary of the
performance of each option against each transportation objective. The scoring could be
either quantitative (cost -benefit performance, number of people benefiting) or
qualitative (for example, strong, medium, or poor contribution) depending upon the level
of detailed analysis that underpins the assessment.
I A set of deliverability criteria to assess the feasibility, cost, and funding.
An overall assessment of the program/policy performance against transportation
objectives, public and political acceptability, and deliverability criteria informed by the
performance metrics above.
The Professional will use a Multiple Account Evaluation (MAE) process, a user-friendly method
to organize data that provides decision -makers with systematic documentation that clearly
demonstrates the trade-offs among often conflicting factors, such as financial,
transportation user benefits, environmental, economic development, social community, and
urban development. This strategic analytical framework will give the PMT the transparency
needed to interpret the trade-offs within a consistent and coherent framework and make an
informed judgment about the viability of local transit service options.
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O The results of this analysis will be reviewed with the Steering Committee (Workshop No. 4 -
July/August 2012) and in a general public meeting (Number 1 - July/August 2012).
Recommendations
^' Based on Steering Committee, public, and Stakeholder guidance, the SDG Team will make a
W preliminary recommendation on a governance and funding structure for the study area.
Responsibilities/Deliverables
Professional will lead all tasks with input and assistance from other team members
1 Steering Committee Workshop No. 4
1 Public meeting No. 1
1 Deliverables:
• Summary of visioning workshop
• Summary of evaluation of alternatives
• Summary of preliminary recommendations
600 17" St., Suite 2800 South Denver CO 80202
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o Task 7 - Financial Analysis: Funding the Vision (listed as Task 5 in the RFP) (end
of September 2012
The purpose of this task is to:
Understand existing funding arrangements and projections for the scenarios.
1 Identify potential additional funding sources.
Use the funding analysis to inform the final development of options and scenarios that are
realistic and affordable.
Using existing documentation, the Professional (led by its team member IMG) will review the
potential different sources of funding and critically analyze them in terms of scale,
restrictions and probability in the short, medium and long term. National, regional and local
sources will be used to consider the feasibility of alternative or innovative funding
arrangements. Potential capital and operating funding sources will be reviewed and
critically analyzed in terms of the amount of funding and likelihood these sources will remain
in the short, medium, and long term. The funding sources reviewed will include a review of
all potential local, state, and federal funding sources.
The team will outline the steps required to establish those funding sources not already it
place and will highlight the strengths, weaknesses, opportunities, and challenges of each
approach.
Responsibilities/Deliverables
1 IMG will lead this task with support from other team members
Deliverable:
Financial analysis for preliminary recommendation
Task 8 - Communications Strategy; Sharing the Vision (listed as Task 6 in the RFP)
(end of November 2012)
Communications Plan:
The Professional will develop an initial Communications Plan that outlines activities, key
participants, and a schedule for communicating with and educating the public about the
recommended vision. The document wilt outline community involvement goals and
objectives that will allow Larimer County communities to meaningfully participate in the
process. The plan's goals will include:
1 Generating awareness of the Plan and encourage feedback and participation throughout
its implementation;
1 Allowing for full public access to timely information and opportunities for engagement,
particularly at key decision points;
Providing a wide range of opportunities for the public to participate in the process, get
answers to questions, and allow comments to be submitted in a timely fashion;
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O I Proactively involving those persons traditionally underserved by the decision -making
process, such as minorities, low-income persons, and persons with disabilities;
1 Ensuring opportunities to be involved in the process are extended to federal, state and
regional agencies;
Demonstrating how public input is being incorporated into the Plan; and
Building public consensus and support for the implementation of the Plan.
Community outreach activities could include but are not limited to:
Public Meetings: As the process moves forward, the project team will hold a round of
public informational meetings at appropriate geographic locations in the study area to
introduce the Plan to the community. The team plans a minimum of two public meetings
(one for planning purposes and one when the plan is developed); if the budget allows,
additional meetings can be scheduled. Professional also will work with the PMT to develop
public meeting notices to be published in local news outlets, and to develop advertisements
or notices to be placed in community newspapers. In addition, notices of meetings will be
posted on the participating agency websites and sent to elected local and state officials,
applicable regulatory agencies, representatives of organizations or groups with known
interest, the various Chambers of Commerce, economic development organizations,
educational institutions, and other key groups.
Outreach Tools: Depending on the available budget, the team may develop a mobile
application to provide information on the project. Initially, this technology could be
focused on the planning effort. When the plan is completed, this tool could be expanded
to provide implementation information. Other outreach toots include a toll -free
telephone (with information in both English and Spanish); traveling displays that can be
placed in libraries, community centers, or other key activity centers; and informational
publications available on the project website (and through Facebook and Twitter) to allow
people to sign up for project updates and make comments.
1 Development of educational/advocacy groups: The Professional will develop a list of
educational/advocacy groups from around the country that can be used as a model for the
City to consider to implement its vision. Entities such as the Denver Transit Alliance will
be studied and summarized, and leaders from that group and others may be enlisted to
provide a 'lessons learned' summary.
Responsibilities/Deliverables
OV/Dowling will lead the development of the outreach strategy with assistance from
other team members.
1 Deliverable:
Recommended communications strategy
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right and remedy for such termination.
4. Design, Proiect Indemnity and Insurance Responsibility. The Professional shall be
responsible for the professional quality, technical accuracy, timely completion and the coordination
of all services rendered by the Professional, including but not limited to designs, plans, reports,
specifications, and drawings and shall, without additional compensation, promptly remedy and
correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and
hold harmless the City, its officers and employees in accordance with Colorado law, from all
damages whatsoever claimed by third parties against the City; and for the City's costs and
reasonable attorneys fees, arising directly or indirectly out of the Professional's negligent
performance of any of the services furnished under this Agreement. The Professional shall
maintain commercial general liability insurance in the amount of $500,000 combined single limits
and errors and omissions insurance in the amount of $1,000,000.
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 One Hundred
Seventy -Three Thousand Five Hundred Seventeen Dollars ($173,571) services in accordance
with Exhibit "b", attached hereto and consisting of one (1) page. 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
are not parties to this agreement. However, the rates listed for services to be provided by these
subcontractors shall be the rate paid by the City to the Professional for these services. If the
amount charged by these subcontractors exceed the rates listed in Exhibit "B" 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 "B" including subcontractor rates. Final
payment shall be made following acceptance of the work by the City. Upon final payment, all
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O Task 9 - Final Report/Executive Summary (listed as Task 7 in the RFP) (end of
December 2012)
EThis task will comprehensively address all planning elements necessary to develop the
system's recommendations for short, mid, and long-range implementation. This document
W will provide the region with the roadmap and region -wide guide to provide a transit planning
policy, and financial and operational framework for developing and delivering transit
projects and programs over the next 25 years.
The implementation plan will be comprised of:
1 A statement of the overall vision and objectives of the plan;
A recommended strategy with a clear road map of policies and interventions that would
be implemented over the implementation timeframe; and
1 The specification of a monitoring and evaluation program that should be developed to
assess the performance of the Plan over time, with the results from this process used to
refine and optimize the plan. The Professional will propose a monitoring program for both
the Plan Implementation and the operation of transit services to meet the desired goals.
The final report will provide clear and concise documentation of the project research,
analysis, and agency/stakeholder engagement. The reports will clearly demonstrate our
decision making process and support the final recommendations. Elements of this task
include development of draft and final reports; presentation materials; and website
materials, including a video version of the final report.
The final recommendations will be reviewed with the Steering Committee (Workshop No. 5)
and with the general public (Public Meeting No. 2) - both in November 2012.
Responsib it i ties/Deliverables
Professional will lead the development of the final report document and supporting
materials with assistance from other team members.
Steering Committee Workshop No. 5: led by SDG with support of team
Public Meeting No. 2: led by Professional with support of team
1 Deliverables:
• Draft and final report
• Supplementary presentation materials
600 17`" St., Suite 2800 South Denver CO 80202
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EXHIBIT B
COMPENSATION
4 Cost Proposal
The table below shows our cost proposal for this project. This cost proposal is subject to change based
on discussions with the City of Fort Collins on specific scope and schedule issues. Note that our DBE
participation equals approximately 15.1% of our total budget through the use of OV Consulting and
Dowling Associates.
Fort Collins Regional Transit SeWlCe Entity Feasibility Study
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OrAft Cost Proposal- October 2011
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TOTAL 3W REILRWL.BLE E%PERSES
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553
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$116 S20 NI]
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5193]
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.... U5, .. SSS ., p6: SideslY ii5 ;. S$ SIU....==
S510
GRAIN TOTAL
11115, 01033 1111A
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I'm f11 M1 524,931
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511311,
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% N 113
Professional Services Agreement
7261 Regional Transit Service Entity Feasibility Study Page 21 of 34
EXHIBIT "C"
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this
Agreement (the "Agreement"), the Professional hereby acknowledges that it has been informed that
the City has established policies and procedures with regard to the handling of confidential
information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as "information") that are the property of and/or relate
to the City or its employees, customers or suppliers, which access is related to the performance of
services that the Professional has agreed to perform, the Professional hereby acknowledges and
agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Professional
agrees to treat as confidential (a) all information that is owned by the City, or that relates to the
business of the City, or that is used by the City in carrying on business, and (b) all information that
is proprietary to a third party (including but not limited to customers and suppliers of the City) . The
Professional shall not disclose any such information to any person not having a legitimate need -to -
know for purposes authorized by the City. Further, the Professional shall not use such information
to obtain any economic or other benefit for itself, or any third party, except as specifically authorized
by the City.
The foregoing to the contrary notwithstanding, the Professional understands that it shall have no
obligation underthis Agreement with respect to information and material that (a) becomes generally
known to the public by publication or some means other than a breach of duty of this Agreement, or
(b) is required by law, regulation or court order to be disclosed, provided that the request for such
disclosure is proper and the disclosure does not exceed that which is required. In the event of any
disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to
whom it is required to make such disclosure and shall promptly advise the City in writing of each
such disclosure.
In the event that the Professional ceases to perform services for the City, or the City so requests for
any reason, the Professional shall promptly return to the City any and all information described
hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced)
thereof, in its possession or control or as to which it otherwise has access.
The Professional understands and agrees that the City's remedies at law for a breach of the
Professional's obligations under this Confidentiality Agreement may be inadequate and that the City
shall, in the event of any such breach, be entitled to seek equitable relief (including without
limitation preliminary and permanent injunctive relief and specific performance) in addition to all
other remedies provided hereunder or available at law.
Professional Services Agreement
7261 Regional Transit Service Entity Feasibility Study Page 22 of 34
EXHIBIT "D"
FEDERAL CONTRACT CLAUSES
FEDERAL TRANSIT ADMINISTRATION
TABLE OF CONTENTS
Federally Required and Other Model Contract Clauses
1.
NO GOVERNMENT OBLIGATION TO THIRD PARTIES....................................................3
2.
PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED
ACTS.....................................................................................................................................
3
3.
ACCESS TO RECORDS AND REPORTS...........................................................................3
4.
FEDERAL CHANGES..........................................................................................................4
5.
TERMINATION.....................................................................................................................5
6.
CIVIL RIGHTS REQUIREMENTS.........................................................................................6
7.
DISADVANTAGED BUSINESS ENTERPRISE (DBE).........................................................7
8.
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS...............7
9.
GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) .........
8
10.
BREACHES AND DISPUTE RESOLUTION........................................................................9
11.
LOBBYING...........................................................................................................................9
12.
CLEAN AIR.........................................................................................................................11
13.
CLEAN WATER REQUIREMENTS....................................................................................11
14.
CARGO PREFERENCE REQUIREMENTS.......................................................................11
15.
FLY AMERICA REQUIREMENTS......................................................................................12
16.
ENERGY CONSERVATION REQUIREMENTS.................................................................12
17.
ADA Access.......................................................................................................................12
Professional Services Agreement
7261 Regional Transit Service Entity Feasibility Study Page 23 of 34
1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
No Obligation by the Federal Government.
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the Federal Government, the Federal
Government is not a party to this contract and shall not be subject to any obligations or liabilities
to the Purchaser, Contractor, or any other party (whether or not a party to that contract)
pertaining to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or
in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be
modified, except to identify the subcontractor who will be subject to its provisions.
2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED
ACTS
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 seg. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of
the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the
underlying contract or the FTA assisted project for which this contract work is being performed.
In addition to other penalties that may be applicable, the Contractor further acknowledges that if
it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or
certification, the Federal Government reserves the right to impose the penalties of the Program
Fraud Civil
Remedies Act of 1986 on the Contractor to the extent the Federal Government deems
appropriate.
(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious,
or fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance
originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves
the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the
Contractor, to the extent the Federal Government deems appropriate.
(3) The Contractor agrees to include the above two clauses in each subcontract financed in
whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses
shall not be modified, except to identify the subcontractor who will be subject to the provisions.
3. ACCESS TO RECORDS AND REPORTS
Access to Records - The following access to records requirements apply to this Contract:
A. 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
Professional Services Agreement
7261 Regional Transit Service Entity Feasibility Study Page 24 of 34
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.
B. 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.
C. 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).
D. FTA does not require the inclusion of these requirements in subcontracts.
Requirements for Access to Records and Reports by Types of Contract
Contract
Characteristics
Operational
Service
Contract
Turnkey
Construction
-
Architectural
Engineering
Acquisition
of Rolling
Stock
Professional Services
I State Grantees
None
Those
None
None
None
None
a. Contracts below SAT
imposed on
($100,000)
state pass
None
thru to
Yes, if non-
None unless
None unless
None unless non-
b. Contracts above
unless
Contractor
competitive
non-
non-
competitive award
$100,000/Capital
non-
award or if
competitive
competitive
Projects
competitive
funded lhru2
award
award
award
5307/5309/5
311
II Non State Grantees
Those
a. Contracts below SAT
Yes3
imposed on
Yes
Yes
Yes
Yes
($100,000)
non -state
b. Contracts above
Yes'
Grantee pass
Yes
Yes
Yes
Yes
$100,000/Capital
thru to
Projects
Contractor
Sources of Authority: '49 USC 5325 (a) 2 49 CFR 633.17 318 CFR 18.36 (i)
4. FEDERAL CHANGES
Federal Changes - Contractor shall at all times comply with all applicable FTA regulations,
Professional Services Agreement
7261 Regional Transit Service Entity Feasibility Study Page 25 of 34
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.
5. TERMINATION
a. Termination for Convenience (General Provision) The City may terminate
this contract, in whole or in part, at any time by written notice to the Contractor when it is in the
Government's best interest. The Contractor shall be paid its costs, including contract close-out
costs, and profit on work performed up to the time of termination. The Contractor shall promptly
submit its termination claim to the City to be paid the Contractor. If the Contractor has any
property in its possession belonging to the City, the Contractor will account for the same, and
dispose of it in the manner the City directs.
b. Termination for Default [Breach or Cause] (General Provision) If the Contractor
does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is
for services, the Contractor fails to perform in the manner called for in the contract, or if the
Contractor fails to comply with any other provisions of the contract, the City 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.
If it is later determined by the City that the Contractor had an excusable reason for not
performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the
control of the Contractor, the City, after setting up a new delivery of performance schedule, may
allow the Contractor to continue work, or treat the termination as a termination for convenience.
c. Opportunity to Cure (General Provision) The City in its sole discretion may, in the
case of a termination for breach or default, allow the Contractor [an appropriately short period of
time] in which to cure the defect. In such case, the notice of termination will state the time
period in which cure is permitted and other appropriate conditions
If Contractor fails to remedy to the City'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 the City setting forth the nature of said breach or default, the City shall have
the right to terminate the Contract without any further obligation to Contractor. Any such
termination for default shall not in any way operate to preclude the City from also pursuing all
available remedies against Contractor and its sureties for said breach or default.
d. Waiver of Remedies for any Breach In the event that the City elects to waive its
remedies for any breach by Contractor of any covenant, term or condition of this Contract, such
waiver by the City shall not limit the City'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
City, 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 City shall be liable only for payment
under the payment provisions of this contract for services rendered before the effective date of
Professional Services Agreement
7261 Regional Transit Service Entity Feasibility Study Page 26 of 34
termination.
6. CIVIL RIGHTS REQUIREMENTS
Civil Rights - The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42
U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C.
6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and
Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate
against any employee or applicant for employment because of race, color, creed, national
origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable
Federal implementing regulations and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity requirements
apply to the underlying contract:
(a) Race Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. §
5332, the Contractor agrees to comply with all applicable equal employment opportunity
requirements of 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) Ag_e - In accordance with section 4 of the Age Discrimination in Employment Act of
1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the
Contractor agrees to refrain from discrimination against present and prospective
employees for reason of age. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the
requirements of U.S. Equal Employment Opportunity Commission, 'Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29
C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the
Contractor agrees to comply with any implementing requirements FTA may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed in
whole or in part with Federal assistance provided by FTA, modified only if necessary to identify
Professional Services Agreement
7261 Regional Transit Service Entity Feasibility Study Page 27 of 34
the affected parties.
7. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
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 9.9%. A separate contract goal[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 City of Fort Collins deems appropriate. Each subcontract the contractor signs with
a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).
{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 satisfactory performance of that work no later than 30 days after the
contractor's receipt of payment for that work from the City of Fort Collins. In addition,
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.
e. The contractor must promptly notify City of Fort Collins 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 City of Fort Collins.
8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
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.
Professional Services Agreement
7261 Regional Transit Service Entity Feasibility Study Page 28 of 34
9. 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
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.
Professional Services Agreement
7261 Regional Transit Service Entity Feasibility Study Page 29 of 34
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. 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.
8. 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.
9. Personal Services. It is understood that the City enters into this Agreement based
on the special abilities of the Professional and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Professional shall neither assign any
responsibilities nor delegate any duties arising under this Agreement without the prior written
consent of the City.
10. Acceptance Not Waiver. The City's approval of drawings, designs, plans,
specifications, reports, and incidental work or materials furnished hereunder shall not in any way
relieve the Professional of responsibility forthe quality ortechnical 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.
11. Default. Each and every term and condition hereof shall be deemed to be a material
Professional Services Agreement
7261 Regional Transit Service Entity Feasibility Study Page 3 of 34
10. BREACHES AND DISPUTE RESOLUTION
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 City'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 City, 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 City and the Contractor arising out of or relating to this
agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court
of competent jurisdiction within the State in which the City 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 City, (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.
11. LOBBYING
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 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,"
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7261 Regional Transit Service Entity Feasibility Study Page 30 of 34
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
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7261 Regional Transit Service Entity Feasibility Study Page 31 of 34
failure.
(Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited
expenditure or fails to file or amend a required certification or disclosure form shall be subject to
a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure
or failure.]
The Contractor, , certifies or affirms the truthfulness and accuracy of
each statement of its certification and disclosure, if any. In addition, the Contractor understands
and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and
disclosure, if any.
Signature of Contractor's Authorized Official
Name and Title of Contractor's Authorized Official
Date
12. CLEAN AIR
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 sec . 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.
13. CLEAN WATER 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.
14. CARGO PREFERENCE REQUIREMENTS
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
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7261 Regional Transit Service Entity Feasibility Study Page 32 of 34
shipments originating within the United States or within 30 working days following the date of
leading for shipments originating outside the United States, a legible copy of a rated, "on -board"
commercial ocean bill -of -lading in English for each shipment of cargo described in the
preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime
Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the
case of a subcontractor's bill -of -lading.) c. to include these requirements in all subcontracts
issued pursuant to this contract when the subcontract may involve the transport of equipment,
material, or commodities by ocean vessel.
15. 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.
16. ENERGY CONSERVATION REQUIREMENTS
Energy Conservation - The contractor agrees to comply with mandatory standards and
policies relating to energy efficiency which are contained in the state energy conservation plan
issued in compliance with the Energy Policy and Conservation Act.
17. ADA Access
Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C.
Sections 12101 et seq. and DOT regulations, "Transportation Services for Individuals with
Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, "Americans with
Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192
and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB's "Americans with
Disabilities Act Accessibility Guidelines' (ADAAG), revised July 2004, which include
accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49
CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the
result that buildings and facilities must comply with both the ADAAG and amendments thereto in
Appendix A to 49 CFR Part 37.
18. CITY OF FORT COLLINS BID PROTEST PROCEDURES
The City of Fort Collins has a protest procedure, covering any phase of solicitation or award,
including but not limited to specification or award. The protest procedures are available from
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7261 Regional Transit Service Entity Feasibility Study
Page 33 of 34
the Purchasing Department, City of Fort Collins, 215 N. Mason, Street, 2nd Floor, P. O. Box 580,
Fort Collins, CO. 80522. You may also request a copy of the procedures by emailing:
Purchasing(a)fcpov.com or calling 970-221-6775.
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7261 Regional Transit Service Entity Feasibility Study
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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.
12. 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 party's reasonable attorney fees and costs incurred
because of the default.
13. 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.
14. Law/Severability. The laws of the State of Colorado shall govern the construction,
interpretation, execution and enforcement of this Agreement. In the event any provision of this
Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision of this Agreement.
17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101,
C.R.S., et. seq., Professional represents and agrees that:
a. As of the date of this Agreement:
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
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7261 Regional Transit Service Entity Feasibility Study
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pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment
eligibility of all newly hired employees to perform work under this Agreement.
b. Professional shall not knowingly employ or contract with an illegal alien to
perform work under this Agreement or knowingly enter into a contract with a
subcontractor that knowingly employs or contracts with an illegal alien to perform work
under this Agreement.
C. Professional is prohibited from using the e-Verify Program or Department
Program procedures to undertake pre -employment screening of job applicants while this
Agreement is being performed.
d. If Professional obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, Professional
shall:
1. Notify such subcontractor and the City within three days that Professional
has actual knowledge that the subcontractor is employing or contracting with an
illegal alien; and
2. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to this section the subcontractor does not
cease employing or contracting with the illegal alien; except that Professional
shall not terminate the contract with the subcontractor if during such three days
the subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
e. Professional shall comply with any reasonable request by the Colorado
Department of Labor and Employment (the "Department") made in the course of an
investigation that the Department undertakes or is undertaking pursuant to the authority
established in Subsection 8-17.5-102 (5), C.R.S.
f. If Professional violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this
Agreement is so terminated, Professional shall be liable for actual and consequential
damages to the City arising out of Professional's violation of Subsection 8-17.5-102,
C.R.S.
g. The City will notify the Office of the Secretary of State if Professional violates this
provision of this Agreement and the City terminates the Agreement for such breach.
18. Special Provisions. Special provisions or conditions relating to the services to be
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7261 Regional Transit Service Entity Feasibility Study Page 5 of 34
performed pursuant to this Agreement are set forth in Exhibit "C"— Confidentiality, consisting of one
(1) page, and Exhibit "D" - Federal Contract Clauses, consisting of twelve (12) pages, attached
hereto and incorporated herein by this reference.
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7261 Regional Transit Service Entity Feasibility Study Page 6 of 34
THE CITY OF FORT COLLINS, COLORADO
By:
J e B. O'Neill II, CPPO, FNIGP
Director P rchasing Risk anagement
E:
Steer Davies Gleave
By:
Title: o de
CORPORATE P ESIDENT OR VICE PRESIDENT
Date: F—e 6 3 . 2-V 1 Z
ATTEST:
Corporate Secretary
(Corporate Seal) IIKJ/�
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7261 Regional Transit Service Entity Feasibility Study
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oDate December 21, 2011
To Marlys Sittner/Transford
^ ' From Tim Baldwin/Steer Davies Gleave
Subject Draft Scope and Schedule for Regional Transit Service Entity
Feasibility Study - Updated 12/22/11
Overall Schedule
Our proposed schedule for the project is shown below, modified and updated from our
proposal. It assumes a twelve-month schedule with Notice to Proceed in January 2012.
Froject
Management NEENEENEENE
Task 1 - Project Management/initiation (Initial tasks: January 2012; other tasks
ongoing throughout project)
1 Professional will prepare a detailed project management plan to refine the scope and schedule
and to delineate clear responsibilities, deadlines, and procedures.
1 Professional will work with project partners to establish a Project Management Team (PMT)
comprised of key consultant team task leaders and key staff from project partners. This
600 17" St., Suite 2800 South Denver CO 80202 1
303 226 5863
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7261 Regional Transit Service Entity Feasibility Study Page 8 of 34
steer- ckwies gleave
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group will meet at least monthly to review project progress. We propose a regular
meeting date and time convenient to all participants.
Professional will organize a project team kick-off meeting with the PMT to review key issues and
brainstorm on potential alternatives. This meeting will:
• Confirm the scope and methodology for undertaking the study.
• Agree on a detailed work program specifying the key milestones, a critical path to
complete the project on time, a schedule of meetings and a definition of deliverables.
• Develop a detailed budget breakdown by task and agree on procedures for monitoring
project financial performance.
• Establish lines of communication between the study team and the PMT.
• Establish a study risk register, which highlights both internal and external risks to the
study work program and/or timetable, and is linked to the critical path analysis
identified above. This will be in the form of a 'rolling action items list' that will be
available to the PMT and task leaders to indicate deadlines, deliverables, and
responsibilities.
• Understand and collate available data sources, including other ongoing studies and
plans from participant jurisdictions.
• Develop a draft Purpose and Need statement for the project along with corresponding
goals and objectives to take before the project Steering Committee for review and
comment.
• Establish clear goals and objectives for the project.
Professional will prepare a public involvement plan to outline outreach activities and schedules.
The plan will include specific details on outreach activities including:
Public Meetings: The project team will hold two public open house meetings (one for
planning purposes and one when the plan is developed) planned for July/August and
November 2012, at appropriate geographic locations in the study area. If the budget
allows, additional meetings can be scheduled. We also will work with the PMT to
develop contact database information, establish a -mail notification campaigns,
develop public meeting notices to be published in local news outlets, and to develop
advertisements or notices to be placed in community newspapers. In addition, notices
of meetings will be posted on the participating agency websites and sent to elected
local and state officials, applicable regulatory agencies, representatives of
organizations or groups with known interest, the various Chambers of Commerce,
economic development organizations, educational institutions, and other key groups.
Outreach Tools: The project team will develop a project website, develop web
materials, create an online comment form and database and establish additional
outreach tools to include traveling displays that can be placed in libraries, community
600 17" St., Suite 2800 South Denver CO 80202
303 2265863
Professional Services Agreement w .na.steerdaviesgleavexom
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