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HomeMy WebLinkAboutSTEVEN B FISHER PHD - CONTRACT - RFP - 7346 DEMOGRAPHIC FORECAST FOR NFRMPOPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 18th day of .Iuly. 2012, by and between THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (the "MPO") and STEVEN B. FISHER. Ph.D. ("Contractor"). 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. Contractor shall perform the Long Range Economic and Demographic Forecast and related work as needed, as described in Exhibit A, Scope of Work. The scope of services to be performed pursuant to this Agreement shall be performed in accordance with the Work Order, a sample of which is attached hereto as Exhibit B and incorporated herein by this reference. The MPO reserves the right to independently bid any project rather than issuing a Work Order to the Contractor for the same pursuant to this Agreement. 2. Time. The services to be performed pursuant to this Agreement shall be initiated as specified for this task. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 3. Term. This Agreement shall commence on .lulu 18. 2012 and shall continue in full force and effect until June 30. 2013 , unless terminated sooner as herein provided. Pricing changes shall be negotiated by and agreed to by both parties. 4. 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, and this Agreement may be terminated. 5. Early Termination by MPO. Notwithstanding the time periods contained herein, the MPO may terminate this Agreement at any time for the MPO's convenience or because of the failure of Contractor to fulfill the contract obligations. The MPO shall terminate by providing at least fifteen (15) days prior written notice of termination by delivering to Contractor a notice of termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, Contractor shall immediately discontinue all services affected (unless the notice directs otherwise) and deliver to the MPO all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for convenience, the MPO shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of Contractor to fulfill the contract obligations, the MPO may complete the work and Contractor shall be liable for any additional cost incurred by the MPO. If, after termination for failure to fulfill contract obligations, it is determined that Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the MPO. 6. Opportunity to Cure. In the case of a breach or default, the MPO may, in its sole discretion, allow Contractor a period of time in which to cure the defect. In such case, the notice THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (MPO) Suzette lette, Interim Executive Director Date CONTRAU� S'C�. FISHER. PH.D. By: Title:S'/ Date: % Z 3 // Z EXHIBIT A SCOPE OF WORK LONG RANGE ECONOMIC AND DEMOGRAPHIC FORECAST 5/29/12 Steve B. Fisher and Phyllis Resnick Scope of Services Steven B. Fisher, Ph.D., ("the Consultant") has prepared the following scope of work and budget to assist the North Front Range Metropolitan Planning Organization (NFRMPO) in preparing the 2040 Demographic Forecast for the North Front Range MPO. NFRMPO will contract with the team of Fisher and Resnick for the work contained in this Scope who will in turn subcontract a portion of the work to Logan Simpson Design. The forecast will update and extend the NFRMPO's most current forecast report, completed in March 2006. This report has been used for building the land use allocation and regional travel demand models first in 2006 and more recently in 2010 with an out year of 2035. The new forecast methodologies and modeling parameters will be as consistent as practical with the 2035 report. This consistency enables integration with the Denver Regional Council of Governments that abuts the NFRMPO and the State Demography Office that also use the methodology described in the current report. Consistency is also important for historical trending. The current Land Use Allocation Model (LUAM) is built on CommunityViz software that has had extensive customization. The regional travel demand model is built using TransCad software. The NRFMPO geography is currently divided into six subareas that are: City of Fort Collins, City of Loveland, City of Greeley, remainder of the NFRMPO modeling area, and the ozone nonattainment area of Larimer County and Weld Counties. The report will provide: • A regional forecast with major macroeconomic indicators and subarea control totals out to the year 2040 • A population and household demographic forecast out to the year 2040 for the persons and households projected to be in the NFRMPO region • Complete documentation of the models • The co -leadership (along with NFRMPO staff) of a task force of regional economists (the Task Force) who will be convened as advisory to this forecast effort 1. The Regional Economic Forecast The first component is the preparation of an economic forecast whose outputs, including employment, labor force and population, will be estimated through 2040 for the NFRMPO area. All forecasted elements will be presented in five year increments through the 2040 end of the planning period. . 2. The Regional Demographic Forecast The second component is the preparation of a forecast of the distribution of population and households in the NFRMPO modeling area and its subareas. This forecast will provide distributions of population and households every five years out to the year 2040, based on those provided by the State Demography Office. LOGAN SIMPSON DESIGN will assist by preparing the preliminary sub regional control totals. Using the existing land use model, an employment and household capacity by income and job type (as well as anticipated timing), will be developed by subarea. LOGAN SIMPSON DESIGN's NFR MPO model includes a redevelopment component which will provide additional information. This effort will ensure a level of consistency between previous sub regional controls and new ones. It is anticipated that a new subarea would be added to further refine the forecasts. In addition, LOGAN SIMPSON DESIGN will include an evaluation of land available for expansion of each sector pursuant to local plans and policies. The subarea forecasts will also address population and housing growth associated with employment within each subarea by evaluating characteristics of the existing population in each subarea (using 2010 Census data and other reliable sources), building permits and other factors that are identified in consultation with regional and local planning officials. Individual meetings will be held with each jurisdiction to further evaluate control totals, redevelopment,potential, future developments and land capacity. 3. Model Documentation The third component is documentation of the model. This will include a summary of the trends provided in the forecast, a description of forecast methodology including all major forecast assumptions, and major threats to the forecast. 4. Task Force Management Steven B. Fisher will co -lead three Task Force meetings. The Task Force will consist of economists from the region and will be formed for the purposes of advising the forecast effort. As an example of the process, the following outline summarizes the potential agendas. This schedule and agenda may be subject to modification for this forecast, as requested by either NFRMPO staff or the consultant. In addition, the consultant may be asked to meet with NFRMPO staff in advance of Task Force meetings to plan for each specific meeting. The agendas for the meetings will be approximately as follows. First Task Force meeting • General approach to forecast • Preliminary set of critical assumptions • Present data covering recent history for major macroeconomic indicators for both the nation and Colorado • Preliminary economic forecast for NFRMPO Modeling Area and the subregions • Preliminary discussion of population/household demographic forecast Second Task Force meeting • Revised economic forecast • Preliminary population and household demographic and income forecast • Income distribution issues Third Task Force meeting • Final economic forecast Final population and household demographic and income forecast Final review of key forecasting assumptions and threats to the forecast The project budget by task is attached. LOGAN SIMPSON DESIGN's BASIC SERVICES SCOPE OF WORK LONG RANGE ECONOMIC AND DEMOGRAPHIC FORECAST SCOPE OF WORK - 5/21/2012 Task 1: Subregion Capacity Subregion capacity is the preparation of a forecast of the distribution of population and households in the NFRMPO modeling area and its subareas. This forecast will provide distributions of population and households every five years out to the year 2040, based on those provided by the State Demography Office. LOGAN SIMPSON DESIGN will assist by preparing the preliminary 7 sub regional control totals. Using the existing land use model, an employment and household capacity by income and job type (as well as anticipated timing), will be developed by subarea. LOGAN SIMPSON DESIGNS NFR MPO model includes a redevelopment component which will provide additional information. This effort will ensure a level of consistency between previous sub regional controls and new ones. It is anticipated that a new subarea would be added to further refine the forecasts. Task 1 Deliverables: i. For each of the 7 subareas LOGAN SIMPSON DESIGN will deliver: a) Capacity for employment and households b) Forecast to 2040 in 5 year increments for employment and households c) Base year forecast (existing conditions) d) New subregion boundary Task 2: Employment LOGAN SIMPSON DESIGN will include an evaluation of land available for expansion of each sector pursuant to local plans and policies. The subarea forecasts will also address population and housing growth associated with employment within each subarea by evaluating characteristics of the existing population in each subarea (using 2010 Census data and other reliable sources), building permits and other factors that are identified in consultation with regional and local planning officials. LOGAN SIMPSON DESIGN will also add 3 new employment categories; education, healthcare & leisure (in addition to the existing 3 categories basic, retail, & service). Education will be further refined into local/public schools, universities, and private schools. Specific projection for regional facilities for the Education and Healthcare categories will be identified and added to the model while coefficients will be created for smaller facilities. The leisure category will be targeted to Estes Park where site specific projections will be added to the model, which will be used in other areas to develop these projections. Task 2 Deliverables: i. New employment categories, definitions, and growth coefficients ii. GIS data for identified sites for education, healthcare, and leisure iii. Land evaluation documentation iv. Expanded employment & housing capacity for each subregion Task 3: Model Documentation Review LOGAN SIMPSON DESIGN will assist in the review of the documentation of the model. This will include review of the summary of the trends provided in the forecast, a description of forecast methodology including all, major forecast assumptions, and major threats to the forecast. Task 3 Deliverables: v. Model Methodology vi. GIS data Task 4: Task Force Assistance LOGAN SIMPSON DESIGN will co -lead three Task Force meetings. The Task Force will consist of economists from the region and will be formed for the purposes of advising the forecast effort. As an example of the process, the following outline summarizes the potential agendas. This schedule and agenda may be subject to modification for this forecast, as requested by the Client. In addition, the consultant may be asked to meet with the Client in advance of Task Force meetings to plan for each specific meeting. The agendas for the meetings will be approximately as follows. First Tusk Force meeting • General approach to forecast • Preliminary set of critical assumptions • Present data covering recent history for major macroeconomic indicators for both the nation and Colorado • Preliminary economic forecast for NFRMPO Modeling Area and the subregions • Preliminary discussion of population/household demographic forecast .Second Task Force meeting • • Revised economic forecast • • Preliminary population and household demographic and income forecast • • Income distribution issues Third Task Force meeting • • Final economic forecast • • Final population and household demographic and income forecast • • Final review of key forecasting assumptions and threats to the forecast Task 4 Deliverables: vii. Meeting Minutes viii. Review of final report AECOM AECOM 970484 WIa lal 240 E,%M M.iuman Mve L 970484851(1 1. Fod C0111na, Cobrado W524 wmv,.anoan.tom July 11, 2012 Steven B. Fisher, Ph.D., Economist Fisher/Resnick 1860 West Centennial Drive #302 Louisville, CO 80027 Dear Mr. Fisher, On March 12, 2012, Fisher/Resnick submitted a proposal to perform certain professional services in connection with the 2040 RTP Forecast Report project. Fisher/Resnick identified AECOM Technical Services, Inc. as a Subconsultant in its proposal. Since participating in the proposal process, certain AECOM employees involved in the proposal have left AECOM and are now employed by Logan Simpson Design. To date, AECOM has not entered into a subconsulting agreement with Fisher/Resnick. This letter is to inform you that AECOM does not object to Fisher/Resnick subcontracting with Logan Simpson Design for the proposed subconsulling services, If you have any further questions, please contact me at (303)308.3515. Sincerely; _-"� Denise Anderson Director of Operations POD DSP Southwest Mountain Steven B. Fisher, Ph. D. Economist July 12, 2012 Suzette Mallette Interim Executive Director North Front Range Metropolitan Planning Organization Dear Suzette: I request that we change our subcontractors from AECOM to Logan Simpson Design. They will do the subarea plans as described in our proposal. The attached letter indicates that AECOM does not object to this change. Very truly yours, Steven B. Fisher, PhD Steven B. Fisher, PhD Economist EXHIBIT B WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL AND Steven B. Fisher, Ph.D. DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee (time and reimbursable direct costs) not to exceed: Project Description: Scope of Services: Acceptance Contractor agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Contractor Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. Contra or By: Date:? 2- The attached forms consisting of _ (_) pages User are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL By: EXHIBIT C COMPENSATION RATES Budget 1. Cost of effort in the NFRMPO modeling area that currently includes 4 subareas. Fisher Resnick Meighen Smith Labor Expenses Total Task $ 150.00 $150.00 $193.84 $ 69.94 Task 1. Regional forecast and subarea control 45 45 32 32 $21,941 $ 500 $ 22,4 Task 2. The Population and Household Demographic Forecast 24 24 20 48 $14,434 $ 500 $14,S Task 3. Model Documentation 12 12 12 12 $ 6,765 $ 150 $ 6,S Task 4. Task Force meetings 18 18 9 3 $ 7,354 $ 500 $ 7,E Total 99 99 73 95 $5 4495 2. Cost of the effort in the nonattainment area in Weld and Larimer Counties. Fisher Resnick Meighen Smith Labor Expenses Total Task $ 150.00 $150.00 $193.94 $ 69.94 Task 1. Regional forecast and subarea control 16 16 16 16 $ 9,020 $ 250 $ 9,2 Task 2. The Population and Household Demographic Forecast 12 12 16 44 $ 9,779 $ 250 $10,C Task 3. Model Documentation 4 4 4 12 $ 2,815 $ 75 $ 2,E Task 4. Task Force meetings 6 6 3 3 $ 2,591 $ 250 $ 2,E Total 38 38 39 75 $24,205 1 EXHIBIT D - Federal Patent and Rights in Data 37 C.F.R. Part 401, 49 C.F.R. Parts 18 and 19 The FTA patent clause is substantially similar to the text of 49 C.F.R. Part 19, Appendix A, § 5, but the rights in data clause reflects FTA objectives. For patent rights, FTA is governed by Federal law and regulation. For data rights, the text on copyrights is insufficient to meet FTA's purposes for awarding research grants. This model clause, with larger rights, as a standard, is proposed with the understanding that this standard could be modified to FTA's needs. CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data. (1) The term "subject data" means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Agreement. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design -type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use, Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. 18.34 and 49 C.F.R. 19.36, the Federal Government reserves a royalty -free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)I and (2)(b)2 below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under this Agreement, whether or not a copyright has been obtained: and 2. Any rights of copyright purchased by Contractor using Federal assistance in whole or in part provided by FTA. of termination shall state the time period in which cure is permitted and other appropriate conditions. If Contractor fails to remedy to the MPO's satisfaction the breach or default or any of the terms, covenants, or conditions of this Agreement within ten (10) days after receipt by Contractor of written notice from the MPO setting forth the nature of said breach or default, the MPO may terminate the Agreement without any further obligation to Contractor and seek damages, may treat the Agreement as continuing and require specific performance, or may avail itself of any other remedy at law or equity. If the MPO commences legal or equitable actions against Contractor, Contractor shall be liable to the MPO for the MPO's reasonable attorney fees and costs incurred because of the default. Any such termination for default shall not in any way operate to preclude the MPO from also pursuing all available remedies against Contractor and its sureties for said breach or default. 7. Waiver of Remedies for any Breach. If the MPO elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Agreement, such waiver by the MPO shall not limit the MPO's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Agreement. 8. Responsibility. Contractor shall be responsible for the Contractor quality, technical accuracy, timely completion and the coordination of all services rendered by the Contractor, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 9. Indemnification. Contractor shall indemnify, hold harmless and defend the MPO and its representatives, officers, employees, agents, and contractors from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands, or judgments, including, without limitation, reasonable attorney fees, arising from or in any way connected with injury to or the death of any person or physical damage to any property resulting from any act, omission, condition, or other matter related to this Agreement. 10. Insurance. Contractor shall maintain commercial general liability insurance in the amount of $500,000 combined single limits, and errors and omissions insurance in the amount of $1,000,000. 11. Compensation. In consideration of the services to be performed pursuant to this Agreement, the MPO agrees to pay Contractor on a time and reimbursable direct cost basis designated in Exhibit C. attached hereto and incorporated herein by this reference. Monthly invoices are required and will include a description of services performed, along with number of hours and stated rates per hour. Supporting documentation shall also be submitted for any reimbursable direct costs including that of the subcontractor(s). The amounts of all such billings shall be based upon the Contractor's MPO-verified progress in completing the services to be performed pursuant to the Scope of Services on each Task and upon approval of the Contractor's direct reimbursable expenses. Final payment shall be made following acceptance of the work by the MPO. 12. Records and Reports. The MPO and Contractor shall maintain all books, records, and other documentation pertaining to the Scope of Services and necessary to completely (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, Contractor performing experimental, developmental, or research work required by this Agreement agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c), however, does not apply to adaptations of automatic data processing equipment or programs for Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government, the MPO and Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the MPO or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the MPO nor Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. (e) Nothing contained herein shall imply a license to the Federal Govemment under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (f) Data developed by Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of Contractor's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the MPO and Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (4) Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights: (1) If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under this Agreement, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, Contractor agrees to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), Contractor agrees to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (3) Contractor agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. EXHIBIT D G\a a PL'\7I■ WINININ111011 MOM I, SJP�U tli FS 4-PV—, swear or affirm under penalty of perjury under the laws of the State of Colorado that (check one): I am a United States citizen, or I am a Permanent Resident of the United States. or I am lawfully present in the United States pursuant to Federal law. I understand that this sworn statement is required by law because I have applied for a public benefit. I understand that state law requires me to provide proof that I am lawfully present in the United States prior to receipt of this public benefit. I further acknowledge that making a false, fictitious, or fraudulent statement or representation in this sworn affidavit is punishable under the criminal laws of Colorado as perjury in the second degree under Colorado Revised Statute 18-8-503 and it shall constitute a separate criminal offense each time a public benefit is fraudulently received. 2 Signature Date INTERNAL USE ONLY Valid forms of identification q--- current Colorado driver's license, minor driver's license, probationary driver's license, commercial driver's license, restricted driver's license, instruction permit P--- current Colorado identification card q---U.S. military card or dependent identification card q---U.S. coast guard merchant mariner card q--- Native American tribal document The following forms of identification may be accepted through February 28, 2007' q --- original birth certificate from any state of the United States q --- certificate verifying naturalized status by U.S. with photo and raised seal T --- certificate verifying U.S. citizenship by U.S. government, e.g., U.S. passport P --- order of adoption by a U.S. court with seal of certification T --- valid driver's license from any state of the U.S. or the Dist. of Columbia excluding AK, HI, IL, MD, Ml, NE, NM, NC, OR, TN, TX, UT, VT and WI 7---valid immigration documents demonstrating lawful presence, e.g., current foreign passport with current 1-551 stamp or visa, current foreign passport with 1-94, 1-94 with asylum status, unexpired Resident Alien card, Permanent Resident card or Employment Authorization card "A waiver may be available where no identification exists or can be obtained due to a medical condition, homelessness, or insufficient documentation to receive a Colorado I.D. or driver's license. Contact your department director. substantiate all costs incurred and billed to the MPO during the term of this Agreement for a period of three (3) years from the date of final payment under the terms of this Agreement. These records shall be made available for inspection and audit to any state or federal authority authorized to inspect such records and copies thereof shall be furnished at the expense of Contractor, if so requested. 13. Ownership of Work Product. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by Contractor shall become the sole property of the MPO, which shall have the royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use and authorize others to use all such materials for authorized govermnent purposes. Other entities that may reproduce, publish, or otherwise use the designs, plans, reports, specifications, drawings, and other services rendered by Contractor include but are not limited to the Colorado Department of Transportation ("CDOT"), the Federal Transportation Administration ("FTA"), and the Federal Highway Administration ("FHWA"). 14. MPO Representative. The MPO shall designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the MPO Representative. 15. Project Documents. Upon conclusion of the project and before final payment, the Contractor shall provide the MPO with reproducible documents of the project containing accurate information on the project as designed. Documents shall be of archival quality, and also available in an electronic format, in an agreed upon format. 16. Monthly Report. Commencing at the end of the calendar month following the date of execution of this Agreement and every calendar month end thereafter, Contractor shall provide the MPO with a written report_of the status of the work. Failure to provide any required monthly report may, at the option of the MPO, suspend the processing of any partial payment request. 17. Independent Contractor. The services to be performed by Contractor are those of an independent contractor and not of an employee of the MPO. The MPO shall not be responsible for withholding any portion of Contractor's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 18. Personal Services. It is understood that the MPO enters into this Agreement based on the special abilities of Contractor and that this Agreement shall be considered as an agreement for personal services. Accordingly, Contractor shall neither assign any responsibilities nor delegate any duties, nor create any subcontracts arising under this Agreement without the prior written consent of the MPO. 19. Conflict of Interests and Prohibited Interests. The MPO and Contractor represent that neither has any interests and shall not acquire any interests, directly or indirectly, that would conflict in any manner or degree with the performance and services required to be performed under this Agreement. The MPO and Contractor further represent that no member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom. In addition no employee, officer, or agent of the MPO shall participate in selection or in the award or administration of this Agreement if a conflict of interest, real or apparent, would be involved. Such conflict would arise when the employee, officer or agent; any member of his immediate family; his or her partner; or an organization which employs, or is about to employ any of the foregoing, has a financial or other interest in the firm selected for award. The MPO's officers, employees, or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties of subagreements. 20. No Waiver. The MPO's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Contractor of responsibility for the quality or technical accuracy of the work. The MPO's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the MPO under this Agreement. 21. No Government Obligation to Third Parties. The MPO and 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 Agreement and shall not be subject to any obligations or liabilities to the MPO, Contractor, or any other party (whether or not a party to this Agreement) pertaining to any matter resulting from this Agreement. 22. Notices. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Contractor: MPO: With Copy to: Steven B. Fisher, Ph.D. THE NFRT & AQPC City of Fort Collins 1860 W. Centennial Dr. #302 Attn: Suzette Mallette Purchasing Louisville, CO 80027 419 Canyon Avenue PO Box 580 720-363-3545 Suite 300 Ft Collins. CO 80522 Fort Collins. CO 80521 23. Incorporation of FTA Terms. This Agreement includes certain Standard Terms and Conditions required by the Federal Department of Transportation ("DOT") and other federal and state authorities, whether or not expressly set forth in this Agreement. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 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. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any of the MPO requests, which would cause the MPO to be in violation of the FTA terms and conditions. 24. Grant Assurances and Federal Requirements. This Agreement involves the expenditure of federal funds, which requires the MPO and Contractor at all times during the execution of this Agreement to adhere to and comply with all applicable federal laws and regulations, as they currently exist and may hereafter be amended, which are incorporated herein by this reference as terms and conditions of this Agreement. A non -exhaustive list of federal laws and regulations that may be applicable is included below. By signing this Agreement, Contractor avers that it is his or her responsibility to be aware of the requirements that may be imposed by the following federal laws and regulations, and others not listed, that he or she is aware of any such requirements, and that he or she will comply with all applicable laws and regulations. (a) Laws and regulations prohibiting false claims and statements from being made to the federal government, 31 U.S.C.A § 3801, et seq., 49 C.F.R. Part 31, and 18 U.S.C.A. § 1001; The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor 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. (b) 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. (c) 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. (d.) Federal privacy law, 5 U.S.C.A. § 552; 25. Civil Rights. Nondiscrimination and equal employment opportunity laws in accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.0 § 2000d; § 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.0 § 6102; § 202 of the Americans with Disabilities Act of 1990, 42 U.S.0 § 12132 ("ADA"); 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. (a) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (1) 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 sec., (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. (2) 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. (3) 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. (b) 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. (c ) Mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C.A. § 6201. (d) Federal Changes - Contractor shall at all times comply with all applicable ETA 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. 26. DISADVANTAGED BUSINESS ENTERPRISE (DBE). This Agreement 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%. A separate contract goal has not been established for this procurement. (a) 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 the MPO deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). (b ) The successful Contractor will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. (c ) 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 MPO. (d) The contractor must promptly notify the MPO 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 the MPO. 27. Suspension and Debarment. This Agreement 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. (a) 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. (b ) By signing and submitting its bid or proposal, the Contractor 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. 28. Binding Effect. This Agreement, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 29. Governing Law. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. 30. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 31. Prohibition against Employing Illegal Aliens. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: (a) As of the date of this Agreement: 1. Contractor does not knowingly employ or contract with an illegal alien; and 2. Contractor has participated or attempted to participate in the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "Basic Pilot Program") in order to confirm the employment eligibility of all newly hired employees. (b) Contractor 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) Contractor shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Contractor is'accepted or the public contract for services has been completed, whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued. (d) Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. (e) If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: 1. Notify such subcontractor and the MPO within three days that Contractor 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 Contractor shall not terminate the contract with the subcontractor if during such three days the. subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (f) Contractor 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. (g) If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102. C.R.S. the MPO may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the MPO arising out of Contractor's violation of Subsection 8-17.5-102, C.R.S. (h) The MPO will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the MPO terminates the Agreement for such breach. 32. Special Provisions. Special provisions or conditions relating to federal patent law and rights in data that are applicable to this Agreement are set forth in Exhibit D, attached hereto and incorporated herein by this reference.