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HomeMy WebLinkAbout502890 IBI GROUP - CONTRACT - RFP - 7358 PHOTO SIMULATIONS FOR MAX RAPID TRANSIT STATIPROFESSIONAL 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 IBI Group, 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 two (2) pages, and incorporated herein by this reference. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Timeline included in the Scope of Services attached hereto as Exhibit "A", consisting of two (2) pages, and incorporated herein by this reference. 3. Contract Period. This Agreement shall commence on execution date per the signature page, and shall continue in full force and effect for One -Hundred -Eighty (180) days, unless sooner terminated as herein provided. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in writing by the parties hereto. 4. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Services Agreement 7358 Photo Simulations for MAX BRT Page 1 of 16 EXHIBIT "C" FEDERAL TRANSIT ADMINISTRATION TABLE OF CONTENTS Federally Required and Other Model Contract Clauses 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES..................................................11 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS.................................................................................................................................11 3. ACCESS TO RECORDS AND REPORTS.........................................................................11 4. FEDERAL CHANGES........................................................................................................13 5. TERMINATION...................................................................................................................13 6. CIVIL RIGHTS REQUIREMENTS.......................................................................................14 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE).......................................................15 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS .............15 9. CARGO PREFERENCE REQUIREMENTS.......................................................................16 10. ENERGY CONSERVATION REQUIREMENTS.................................................................16 11. ADA Access.......................................................................................................................16 12. CITY OF FORT COLLINS BID PROTEST PROCEDURES...............................................16 Services Agreement 7358 Photo Simulations for MAX BRT Page 10 of 16 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 at 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 agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the Services Agreement 7358 Photo Simulations for MAX BRT Page 11 of 16 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)1, 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 P Service Contract Turnkey Y Construction Arch Architectural Engineering Acquisition Q 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 thru2 award award award 5307/5309/5 311 II Non State Grantees Those a. Contracts below SAT Yes imposed on Yes Yes Yes Yes ($100,000) non -state b. Contracts above Yes3 Grantee pass Yes Yes Yes Yes $100,000/Capital thru to Projects Contractor Sources of Authority: '49 USC 5325 (a) z 49 CFR 633.17 3 18 CFR 18.36 (i) 4. FEDERAL CHANGES Services Agreement 7358 Photo Simulations for MAX BRT Page 12 of 16 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. 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 Services Agreement 7358 Photo Simulations for MAX BRT Page 13 of 16 under the payment provisions of this contract for services rendered before the effective date of 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 Opoortunitv - 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) Acme - 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. Services Agreement 7358 Photo Simulations for MAX BRT Page 14 of 16 (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. 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)). 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, [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 City of Fort Collins and contractor's receipt of the partial retainage payment related to the subcontractor's work.] 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 Services Agreement 7358 Photo Simulations for MAX BRT Page 15 of 16 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. 9. 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 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 10. 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. 11. 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. 12. 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 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)fcgov.com or calling 970-221-6775. Services Agreement 7358 Photo Simulations for MAX BRT Page 16 of 16 '�� d CERTIFICATE OF LIABILITY INSURANCE °ATEYYYY) OS/28/2028/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEENTHE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, ANDTHE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(fes) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Pro -Form Sinclair Professional 15 Allstate Parkway, Suite 310 CONTACT NAME: PHONE FAX A/C No : Markham, ON L3R 5134 EMAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAICIt INSURER A:XL Insurance America Inc. INSURED IBI Group INSURER B: INSURER C: 1401 17th St., Suite 610 Denver, CO 80202 INSURER D NSUflEfl E: INSUREfl F: COVERAGES CERTIFICATE NUMBER:PDAPM36S REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WISH LEE TYPE OF INSURANCE INSR WID POLICY NUMBER POLICY EFF MWD POLICY UP MWD LIMITS A GENERAL LIABILITY US000085371-712A 04/30/2012 0413OM13 EACH OCCURRENCE E 500000 X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence S 100,000 CLAIMS MADE FxIOCCUR MED EXP(Art, one person) $ 5,000 PERSONAL$ AW INJURY $ 500,000 GENERAL AGGREGATE IS 500,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ 500,000 X POLICY PRO LOG Non Owned Automobile $ 500,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Par parson) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Par accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS -MADE AGGREGATE $ DED I I RETENTION$ It WORKERS COMPENSATION WC STATU- OTH AND EMPLOYERS' LIABILITY Y/N EL EACH ACCIDENT $ ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICERtMEMBER EXCLUDED? ❑ N/A E.L. DISEASE EA EMPLOYEE $ (Mandatory In NH) If da'MbeuMer DE SCRIPTION OF OPERATIONS bete E.L. DISEASE -POLICY LIMIT $ S S S DESCRIPTON OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Addldomi Rp anu $Modals, If more agars is reflulrad) "City of Fort Collins" are added as additional insured to Commercial General Liability and/or Umbrella Liability only, but only with respect to liability arising out of the operations of the named insured. The Insurer will provide the Certificate Holder with thirty (30) days written notice of cancellation of the policy. Limits shown are in US Dollars City of Fort Collins Attn: Purchasing Dept. P.O. Box 580 Fort Collins, CO 80522 SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE�� Page 1 of 1 ©1988-2010 ACORD CORPORATION. All ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Client#: 47645 IBIGROUP ACORD.., CERTIFICATE OF LIABILITY INSURANCE O5/2ATE YI 912012 5I2912012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. - IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Certificate Desk HUB International New England PHONE 978 657-5100 F 866-475-7959 AIC No Eat: AIC No: ADDRESS: nee.certificates@hubinternational.com Wilmington, Wilmington, MA 01887 ington, M 0 978 657-5100 INSURER(S)AFFORDING COVERAGE NAIC9 INSURER A: Hartford Underwriters insurance INSURED INSURER B : IBI GROUP US(CO) 1401 17th St, Ste 610 INSURER C: Denver, CO 80202 INSURER O: INSURER E NSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE 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 POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE ADDL SUBR POLICYNUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS GENERAL LIABILITY S COMMERCIAL GENERAL LIABILITY CLAIMS -MADE MOCCUR pEAACH�OECCURRENCE PREMISES EaEoncTwEnenrs E MED EXP (My oneperson) S PERSONAL B ADV INJURY E GENERAL AGGREGATE S GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO E POLICY PR6 LOC E AUTOMOBILE LIABILITY •(Ed COMBINED SINGLE LIMIT accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Par ecritlent ) E HIREDAUTOS NON -OWNED AUTOS PROPERTYDAMAGE Parectltlenl E S UMBRELLA UAB OCCUR EACH OCCURRENCE S AGGREGATE E EXCESS LIAB CLAIMS -MADE DED I I RETENTIONS E ANDWORKERS MPL COMPENSATION - ANDEMPLOYERS'LIFITNEY Y/N ANY PROPRIETOR/ EXCLUDED? OFFICERIMEMBER E%CLUOEDI � N/A 08WEEG7293 1/13/20'12 01/13/2013 X WCSTATU- OTH- E.L. EACH ACCIDENT E1 00O 000 E.L. DISEASE - EA EMPLOYEE $1000000 (Mandatory In NH) dyes. tunder El DISEASE POLICY LIMIT E1 000,000 N OFOPERATIONS below DESCRIPTION O DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, i1 more space Is required) Blanket Waiver of Subrogation where permitted, or where required by written Contract, Agreement or Permit City of Fort Collins Attn: Purchasing Dept. P.O. Box 580 Fort Collins, CO 80522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Smut V C4v%--- ACORD 25 (2010105) 1 of 1 #S731113/M678163 V 1980-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD LB005 Professional: City: With Copy to: IBI Group City of Fort Collins City of Fort Collins-Transfort Attn: Peter Zurawel, Director Attn: Purchasing Dept. Attn: Holly Reynerson 1401 171h Street, Suite 610 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 right and remedy for such termination. 5. Design, Project 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 according to the Insurance Requirements attached hereto as Exhibit "B ", consisting of one(l)page. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of Eleven - Thousand -Nine -Hundred -Seventy -Three Dollars and Eighty -Two Cents ($11,973.82) for all labor and other direct costs. 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. Services Agreement 7358 Photo Simulations for MAX BRT Page 2 of 16 7. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 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 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. 11. 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. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting Services Agreement 7358 Photo Simulations for MAX BRT Page 3 of 16 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 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. Services Agreement 7358 Photo Simulations for MAX BRT Page 4 of 16 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. This project is financed in whole or in part with Federal assistance provided by Federal Transit Administration (FTA). Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C", Federal Transit Administration (FTA) Contract Clauses, consisting of seven (7) pages, attached hereto and incorporated herein by this reference. Services Agreement 7358 Photo Simulations for MAX BRT Page 5 of 16 THE CITY OF FORT COLLINS, COLORADO By:� Cej/' ll'L Jamggss B. O'Neill II, CPPO, FNIGP director of Purchasin & Risk Management DATE: IBI Group By: Print Name: PLATER. Z WZLk>v-L— Title: r1p6mTo1e CORPORATE PRESIDENT OR VICE PRESIDENT Date: ATTEST: (Corporate Seal) Corporate Secretary EXHIBIT "A" Services Agreement 7358 Photo Simulations for MAX BRT Page 6 of 16 SCOPE OF SERVICES RFP# 7358 Photo Simulations for MAX Bus Rapid Transit Stations BACKGROUND The Mason Corridor is a five -mile, north -south byway within the City of Fort Collins, which extends from Cherry Street on the north to south of Harmony Road. The Corridor will feature Colorado's first Bus Rapid Transit (BRT) Corridor, known as MAX. MAX BRT is similar to light rail transit and uses environmentally -friendly, modern rubber -tired vehicles. MAX is designed to emphasize speed and convenience with an exclusive guide way and easy boarding. The new MAX stations will connect the five -mile corridor and will incorporate high -quality passenger amenities including, real-time bus arrival information and Park & Rides. More information can be found at fcgov.com/mason PROJECT SCOPE Professional will assist the City in the production of Photo Simulations for (4) MAX Bus Rapid Transit (BRT) stations. The final product will show the MAX stations on project completion; there will be no future development modeling. TASKS Project Management • Professional will provide general project management and administration • Professional will schedule meeting time in Fort Collins with City representatives o Project kick-off discussion — 2 hours o Station selection and scouting of sites — 2 hours o Photography direction provided by Professional (City will take photographs) — 4 hours • Analysis of photos for technical workability in production. 3D Modeling and Photo Simulations • Professional will create a 3D model of each station selected (4 total) • Professional will update each 3D model to include all station details (unique station cladding, fixtures, artistic elements, etc.) • Professional will use the detailed 3D models to prepare a photo simulation for each station (4 total) o Render 3D model with photorealistic materials, lighting, background scenery, people, BRT bus, and branding elements o Only one view per station will be produced as a final photo simulation Review and Feedback • Professional will allow City representatives two formal reviews during production o Review of a first draft 3D model for each station (4 total) with all details incorporated o Review of a first draft photo simulation for each station (4 total) with all photorealistic elements in place. Delivery of Files Services Agreement 7358 Photo Simulations for MAX BRT Page 7 of 16 • Professional will supply City the completed photo simulation of each MAX BRT station as a layered Photoshop file (4 layered Photoshop files total) o Professional will relinquish finished photo simulations as property of the City and allow their use in any City of Fort Collins marketing, publicity or promotion. TIMELINE Professional agrees to complete all work outlined in this scope within 4 — 6 weeks from the date of notice to proceed given by the City Purchasing Department. CFC representatives agree to work closely with professional to stay on schedule by committing to timely arrangement of meetings and reviews in order to prevent unnecessary slow -downs in the timeline. CREDIT Credit shall be given to IBI Group by way of a caption below the image if the images are provided by the City for use in a third party publication. The City is not responsible for credit if the images are obtained from another source. Services Agreement 7358 Photo Simulations for MAX BRT Page 8 of 16 EXHIBIT "B" 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, except after thirty (30) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed negligently under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Services Agreement 7358 Photo Simulations for MAX BRT Page 9 of 16