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HomeMy WebLinkAboutRFP - 8371 ARCHITECTURAL & ENGINEERING SERVICES ON-CALLRFP 8371 Architectural & Engineering Services On-Call Page 1 of 42 REQUEST FOR PROPOSAL 8371 ARCHITECTURAL & ENGINEERING SERVICES ON-CALL The City of Fort Collins is requesting proposals from qualified firms to provide Architectural and Engineering services to the City of Fort Collins on an as-needed basis. Any City Department may use these services, but all requests for work should be initiated through the Operations Services Department. The firm selected to provide these services will be required to provide a wide range of professional services to meet the City's needs. As part of the City’s commitment to Sustainable Purchasing, proposals submission via email is preferred. Proposals shall be submitted in a single Microsoft Word or PDF file under 20MB and e-mailed to: purchasing@fcgov.com. If electing to submit hard copy proposals instead, five (5) copies, will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals must be received before 3:00 p.m. (our clock), October 4, 2016 and referenced as Proposal No. 8371. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. Please note, additional time is required for bids mailed to the PO Box to be received at the Purchasing Office. The City encourages all Disadvantaged Business Enterprises (DBEs) to submit proposals in response to all requests for proposals. No individual or business will be discriminated against on the grounds of race, color, sex, or national origin. It is the City’s policy to create a level playing field on which DBEs can compete fairly and to ensure nondiscrimination in the award and administration of all contracts. A pre-proposal conference and job walk with representatives of prospective Bidders will be held at 2PM, on September 20, 2016, in Conference Room 2A at 215 N Mason St, Fort Collins. Questions concerning the scope of the bid should be directed to Facilities Project Manager, Brian Hergott at (970) 221-6804 or bhergott@fcgov.com. Questions regarding bid submittal or process should be directed to Elliot Dale, Buyer at (970) 221-6777 or edale@fcgov.com. All questions must be submitted in writing via email to Brian Hergott, with a copy to Elliot Dale, no later than 5:00 PM our clock on September 26, 2016. Questions received after this deadline will not be answered. A copy of the RFP may be obtained at www.rockymountainbidsystem.com. The City of Fort Collins is subject to public information laws, which permit access to most records and documents. Proprietary information in your response must be clearly identified and will be protected to the extent legally permissible. Proposals may not be marked ‘Proprietary’ in Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing RFP 8371 Architectural & Engineering Services On-Call Page 2 of 42 their entirety. All provisions of any contract resulting from this request for proposal will be public information. New Vendors: The City requires new vendors receiving awards from the City to fill out and submit an IRS form W-9 and to register for Direct Deposit (Electronic) payment. If needed, the W-9 form and the Vendor Direct Deposit Authorization Form can be found on the City’s Purchasing website at www.fcgov.com/purchasing under Vendor Reference Documents. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision- making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. Sustainability: Consulting firms/teams participating in the proposal are to provide an overview of the organization’s philosophy and approach to Sustainability. In no more than two (2) pages please describe how your organization strives to be sustainable in the use of materials, equipment, vehicles, fuel, recycling, office practices, etc. The City of Fort Collins incorporates the Triple Bottom Line into our decision process by including economic (or financial), environmental, and social factors in our evaluation. The selected Service Provider shall be expected to sign the City’s standard Agreement without revision prior to commencing Services (see sample attached to this Proposal). Sincerely, Gerry S. Paul Purchasing Director RFP 8371 Architectural & Engineering Services On-Call Page 3 of 42 8371 CITY ARCHITECTURAL & ENGINEERING SERVICES The City of Fort Collins is requesting proposals from firms interested in providing Architectural and Engineering services to the City of Fort Collins on an as-needed basis. Any City Department may use these services, but all requests for work should be initiated through the Operations Services Department. The firm selected to provide these services will be required to provide a wide range of professional services to meet the City's needs. The City is federalizing this contract so it can be used for federally funded projects. Because this solicitation will be used for federally funded project, proposals must not include pricing. The City will follow Brooks Act procedures and negotiate direct labor and overhead with the most qualified firm or firms. Please submit information if you have experience with federal projects. I. GENERAL INFORMATION The City of Fort Collins is requesting Architectural/Engineering team proposals to assist the City’s Operations Services Department in its on-going need for professional building and site design services in such disciplines as conceptual planning, space planning, and historic preservation, master planning, architectural design, ADA compliance in design under the 2010 ADA Guidelines, engineering to include; civil, structural, mechanical, electrical, electrical service, lighting, energy conservation services, LEED consulting, professional land surveying and contract administration. In addition the professional group selected may be asked to include an architectural or engineering specialist to the team on a case by case basis. An important goal for City of Fort Collins projects is to demonstrate and showcase sustainable design and construction. These projects present the opportunity for the City of Fort Collins to “walk the talk” by demonstrating best practices in high performance new construction and retrofit projects. The City of Fort Collins is looking to design all new projects around the 2030 Energy Challenge. It is the policy of the City of Fort Collins that all new buildings and major renovations earn enough points using the US Green Building Council’s (USGBC) LEED™ Green Building Rating System to earn a minimum “Gold” certification with the desire to achieve “Platinum” certification. The most current version of LEED™ at the time of project design shall be used. Specific projects may have goals above and beyond this minimum requirement, either in overall rating or for minimum numbers of credits or points from specific categories. The City of Fort Collins desires to have all of our projects participate in the Integrated Design Assistance Program (IDAP) offered by Fort Collins Utilities to help defray some of the cost for constructing high efficient buildings. All City of Fort Collins buildings over 5,000 square feet should meet the following energy goals: • New construction designs need to target an Energy Use Intensity of 25 kBtu/sf/yr or less with the idea of then adding renewable energy to achieve net zero. • Renovation or facility addition projects need to target an Energy Use Intensity of 45 kBtu/sf/yr. For additions, there shall be no increase of energy use. RFP 8371 Architectural & Engineering Services On-Call Page 4 of 42 • All new construction should achieve a minimum of 15 points from LEED Energy and Atmosphere credits. • New construction should achieve an energy star rating of 100 with certification if the project can be certified. • Renovation projects should achieve an Energy Star rating of 80 or better with certification if project can be certified. The City intends to enter into a Professional Services Agreement – Work Order type Contract with multiple architectural firms to perform architectural and engineering services as described above. At the City’s discretion, the City reserves the right to request quotes/proposals from as many or few of the firms selected for individual projects. The Work Order type Contract will have an initial term of one year, with the option to renew up to an additional four one year terms. The City of Fort Collins reserves the right to reject all proposals and re-solicit, if deemed to be in the best interest of the City. Over the next 5 years, The City of Fort Collins plans to utilize this contract between multiple departments throughout the City. A detailed Scope of Work for each project and exact services desired will be developed during the Work Order process. It is expected that the selected firm will be able to utilize, and build upon, previous design efforts that have been developed by other firms. The City of Fort Collins makes no guarantee as to the number of Work Orders or actual amount of services which will be awarded under this contract. Performance of these services will be based upon the City of Fort Collins Building Design Standards. The most current version can be found on the City of Fort Collins Operations Services website at: http://www.fcgov.com/opserv/pdf/building-design-standards-7- 16.pdf?1468440722. Any deviation from these standards must be reviewed by the Operations Services Department Acting Contract Administrator and must be subsequently approved in advance and in writing by the Operations Services Department Director. Desired services may include, but are not limited to:  Site analysis  Cost estimating  Space planning and management  Construction contract administration  Concept design  Systems assessment and reports  Design development  Energy conservation studies  Construction documents  Energy conservation project development  Feasibility studies  LEED Consultation  ADA compliance  Net Positive structures Software: The City Operations Services Department uses the current release of AutoCAD, Revit, and Sketchup 2016. Therefore, the Professional firm(s) must have the capability of providing appropriate drawings in a format which is fully compatible with and can be read and edited by AutoCAD, Revit, or Sketchup. All record drawings, as-built drawings and specifications must be supplied in an electronic format approved by the City. Hard copies may also be required. RFP 8371 Architectural & Engineering Services On-Call Page 5 of 42 Operations Services Acting Contract Administrator: Brian Hergott, Facilities Project Manager @ 970-221-6804. II. REQUESTED SERVICES It is the City’s expectation that firms responding to this RFP will assemble a highly competent interdisciplinary professional team experienced and capable of performing services in at least the following categories: 1. Architectural Design a) Interior Design Specialist b) Master Planning/Site Planning/Space Planning 2. Landscape Architecture a) Irrigation Design 3. Architectural Historical Preservation Specialist a) Experience with History Colorado and State Historical Fund Grand processes 4. Structural Engineering 5. Mechanical Engineering 6. Electrical Engineering 7. Civil Engineering 8. Lighting Consulting 9. Acoustical Engineering 10. Energy Consulting 11. Construction Estimating and Management 12. Professional Land Surveyor 13. LEED Consultant 14. Building Envelope Consultant 15. Recreation/Aquatics Design/Engineering Consultant 16. Geotechnical Engineering Each Work Order issued pursuant to the Architectural & Engineering contracts will typically be based upon an hourly rate or set of rates with a not-to-exceed maximum fee; or a fixed fee agreement. The specific compensation agreement for each Work Order is negotiated at the time the Work Order is awarded to the Professional, based upon the provisions of the Professional Services Agreement. A Fee Schedule of hourly rates for consultants, sub consultants and any ancillary services will be negotiated with the most qualified firm(s). Since we are using a Federal process, please do not include any pricing or cost information in the response to this RFP. RFP 8371 Architectural & Engineering Services On-Call Page 6 of 42 Typical proposed direct or reimbursable charges, such as Mileage, Travel Time and/or Per Diem printing, copies, etc, will be negotiated after award and at the time of formal agreement. Detailed Scope of Services 1. Administration: The amount of Contract Administration (CA) shall be determined on a case by case basis. CA shall be detailed in the proposal based upon the Scope of Work developed. An example of typical Professional services include: review of construction contract project pay applications, submittal reviews, change order processing, attend scheduled progress meetings and develop required "change in work requests" (CWR's), construction observation, and inspection at substantial completion. The cost associated with these services for a specific project will be a maximum not-to-exceed price negotiated at the time of the Work Order fee determination using the hourly rates in the Professional Fee Schedule developed after the award and as set forth in the agreement. 2. Construction Observation: The Professional will submit a written report to the City Representative after each observation visit and also upon inspection at substantial completion. The report will address, but is not limited to, construction work done according to plans and specifications, estimation of work progress, noted defects of material, equipment, or workmanship. Report that the work complies with the design specifications, meets industry standards, and attention is given to the fit and finish of the project. 3. Requirements for Registration: The design of architectural, structural, mechanical, electrical, civil, or other engineering work shall be accomplished or reviewed and approved by architects or engineers registered in Colorado to practice in the particular professional field involved. 4. Budgets: Although the goal is to be as accurate as possible with project cost estimates, the professional design team is charged with designing all projects to within 5% of the customer’s original or officially amended and approved budget. Failure to generally and consistently meet this requirement may be cause for terminating the agreement. 5. Changes: a) The City’s Representative may, at any time by written order, make changes within the general scope of the Work. b) If any such change causes: an increase or decrease in the cost of, or the time required for performance of any part of the work under the Work Order, the parties shall negotiate an equitable adjustment in the price, the work schedule, or both. c) The Professional must submit in writing any "proposal for adjustment" under this clause within 15 days from date that a written change in work is issued by the City Representative. d) No services for which an additional cost will be charged by the Professional shall be furnished without the prior written authorization of the City Representative. 6. Constructability Review: Prior to the completion of final design by the Professional, and prior to the acceptance of final design by the City Representative, the Professional shall be required to perform a “Constructability Review” pursuant to the City of Fort Collins Operations Services Department requirements, Building Design Standards, RFP 8371 Architectural & Engineering Services On-Call Page 7 of 42 and also to evaluate the actual constructability of the design or services rendered with the City Representative. 7. Work Order Cost Proposals: If requested by the City Project Representative, proposed costs and services shall be submitted in spreadsheet format, detailed as to all architectural/engineering and other disciplines, with estimated hours for each discipline, and their respective current hourly rates illustrated. Proposed reimbursable shall be shown separately and likewise delineated. 8. Coordination: Professional(s) awarded a contract pursuant to this RFP will be required to cooperate with, coordinate scheduling with, and work closely with other City professional-service contractors and City staff including a Project Manager and Staff Architect. 9. Building Code Compliance: Drawings and Specifications must be in compliance with the City of Fort Collins Building Code requirements and the requirements of all other Authorities Having Jurisdiction, including, but not limited to, Poudre Fire Authority, all departments of Larimer County, and the State of Colorado. Certified Drawings must be stamped with the appropriate Colorado Professional’s Architectural/Engineering stamp when required It shall be the design professional’s direct responsibility to actively and judiciously research all AHJ’s requirements and to work out possible issues and/or conflicts before issuance of final design/construction documents (CD’s). 10. Federal Regulations Compliance: In addition to local building code requirements drawings and specifications must be in compliance with all Federal Regulations, including the Americans with Disability Act. It shall be the design professionals’ direct responsibility to design within the set parameters and to research all requirements and work through any conflicts prior to the completion of the final design / construction documents. 11. Submission/Transmission of Specifications and Drawings: The design Professional will transmit job specifications and drawings to the City in electronic format as well as hard copy as requested. All drawings must be submitted in electronic format fully compatible with AutoCAD, Revit, or Sketchup, and also as an editable PDF. The City shall have the right to keep electronic copies of the record drawings and as-built drawings that can be opened, manipulated and edited for future maintenance changes, upgrades and/or alterations. The design Professional agrees not to reproduce the drawings and/or the specifications in full, for construction replication without the written consent of the City. Final payment may not be issued to the Professional until drawings are in possession and approved by the City’s Project Manager or Facility Designer. 12. File Compatibility: The design Professional will title all electronic drawing files and other project submissions to be consistent and easily searchable. (i.e. drawings named by page title and sheet number and specification sections labeled according to CSI format and printed project specs.) Submitted files may also include the A/E’s project number for reference. For questions concerning this requirement please contact the Operations Services Acting Contract Administrator, or the Operations Services staff Facility Designer. RFP 8371 Architectural & Engineering Services On-Call Page 8 of 42 13. Retention of Rights: The City retains the right to reject a proposed design team sub- consultant, with or without cause, either before or after award of the agreement and to direct the principal design professional to substitute services of another sub-consultant acceptable to the City. In addition, the City reserves the right to contract directly with any sub-consultants independent of the Professional. 14. Quarterly Reports: The design professional will update the City by submitting a quarterly report relative to the status of all projects in the design process for the City of Fort Collins to the Operations Services Acting Contract Administrator. Quarterly reports shall include a percent complete relative to remaining fees in order to help track design professional’s performance, schedule and project budget. Quarterly reports shall be sent electronically to Brian Hergott: bhergott@fcgov.com. 15. Design Ownership: The City shall retain all rights to all drawings, specifications, designs, blueprints, data files, Work Order deliverables, etc. created or developed by the Professional under the agreement. III. SPECIAL INTERFACES 1. SUSTAINABLE DESIGN It is the policy of the City of Fort Collins that all new buildings and major renovations earn enough credits using the US Green Building Council’s (USGBC) LEED™ Green Building Rating System to earn a minimum “Gold” certification with the desire to achieve “Platinum” certification. The most current version of LEED™ at the time of project design shall be used. Specific projects may have goals above and beyond this minimum requirement, either in overall rating or for minimum numbers of credits from specific categories. It is not the intent to “chase LEED points”, but to earn them through good high-performance building design. 2. CONTRACTOR The City of Fort Collins will hire a CM/GC or CONTRACTOR to complete the construction of the project. The design team will coordinate the plan review and budget update if it is a CM/GC firm. 3. ENERGY MODELING The City of Fort Collins will provide the energy modeling services and the design team will be asked to coordinate the design with this firm. 4. COMMISSIONING The City of Fort Collins will provide the commissioning firm and the design team will be asked to coordinate the design and construction with this commissioning agent. 5. ART IN PUBLIC PLACES The design team will be requested to work with an artist from the City’s “Art in Public Places” (APP) Program with the intent to design artistic elements into the project concept, and are within the APP budget for this project. A member of the design team will be added to the committee that selects the artist. The City will contract directly with that artist. RFP 8371 Architectural & Engineering Services On-Call Page 9 of 42 6. FURNITURE DESIGN AND INSTALLATION The City of Fort Collins will be responsible for the furniture procurement. It is intended the design professional will provide the design and coordination of this effort as the furniture design and procurement effort will need to proceed at the same time as the building design effort. 7. TESTING SERVICES The City of Fort Collins will be responsible, by separate contract for all the testing services (geo-tech, soils, concrete, asphalt, structural steel, etc.). It is intended the design team will assist in the coordination of this effort. 8. COMMUNICATION WORK Design team will be responsible for the design of Communication systems (telephone and computer cabling), Fire Alarm and Security. IV. SUBMITTAL REQUIREMENTS Request for Proposal Content: Please include in your proposal, and be prepared to demonstrate to the City of Fort Collins, such items as: 1. Understanding: Provide a brief summary of your understanding of the City’s on-call architectural needs. Describe how your particular design strengths, interests and design philosophy will meet the City’s architectural needs. 2. Team Profile: Provide relevant information regarding the team you propose to work on this project including: a. Overview of your firm and supporting consultants that make-up your team. Describe your teams: i. Commitment to quality and attention to detail. ii. Experience in construction contract administration procedures, in the role of the principal A/E, as defined by the AIA, EJCDC, and CSI. iii. Experience with LEED 2009 and LEEDv4. iv. Experience with designing Net Zero and Net Positive buildings. v. Your ability, and your sub consultant’s ability, to provide efficient, competent service, in compliance with the project budget. b. Members of your staff and consultants proposed. Please include their availability, commitment, qualifications, and experience. c. Example of at least 3 recent and relevant projects performed by members of your staff listed in 3.b. i. Projects shall be from the past 5 years. More recent examples are preferred. ii. Include references on all cited example projects, including contract name, title, phone number and email address. d. Proposed team organization (org chart) of key personnel with titles and specific tasks. RFP 8371 Architectural & Engineering Services On-Call Page 10 of 42 3. Capacity and Capability: Describe your team’s ability to meet fast-track schedules and deadlines while also maintaining a commitment to quality and attention to detail. Describe your team’s capabilities regarding staff and associates, experience and training. List any specific training in regards to designing for ADA compliance. List if your firm has ever participated in an annual or indefinite quantity work order contract where the dollar amount has not been defined. If so, please provide these references in your RFP submission. e. Project list: Provide a list of all the projects your firm has work on over the last two years providing the project name and the Owners project budget. 4. ADA Questionnaire: Complete and submit Attachment 1: ADA Questionnaire with your proposal. Assessment and review of the completed ADA Questionnaire will be incorporated into the Firm Capability assessment score. A maximum number of 30 double-sided pages (60 pages total) are allowed for submissions. Page count includes all pages less cover sheets, dividers and the ADA Questionnaire. RFP 8371 Architectural & Engineering Services On-Call Page 11 of 42 Review & Assessment Professional firms will be evaluated on the following evaluation criteria by the City Review Committee. These criteria will be the basis for review of the written proposals and interview session. The highest-ranked Professional teams may then be invited to make a formal oral presentation to the City Review Committee. Based on these interviews, the highest ranked Professional team will be retained to provide services to the City as the need for services is required. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. WEIGHTING FACTOR QUALIFICATION STANDARD 2.0 Scope of Proposal Does the proposal show an understanding of the project objective, methodology to be used and results that are desired from the project? 2.0 Assigned Personnel Do the persons who will be working on the project have the necessary skills? Are sufficient people of the requisite skills assigned to the project? 1.0 Availability Can the work be completed in the necessary time? Can the target start and completion dates be met? Are other qualified personnel available to assist in meeting the project schedule if required? Is the project team available to attend meetings as required by the Scope of Work? 2.0 Sustainability Does the firm have a demonstrated history on the design and construction of highly efficient and sustainable building? How will your services help the City of Fort Collins reach our Climate Action Plan Goals? 3.0 Firm Capability Does the firm have the support capabilities the assigned personnel require? Has the firm successfully completed previous projects of this type and scope? RFP 8371 Architectural & Engineering Services On-Call Page 12 of 42 Reference Evaluation (Top Ranked Firm) The project Manager will check references using the following criteria. The evaluation rankings will be labeled Satisfactory/Unsatisfactory. QUALIFICATION STANDARD Overall Performance Would you hire this Professional again? Did they show the skills required by this project? Timetable Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner? Completeness Was the Professional responsive to client needs; did the Professional anticipate problems? Were problems solved quickly and effectively? Budget Was the original Scope of Work completed within the project budget? Job Knowledge If a study, did it meet the Scope of Work? If Professional administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively? V. WORK ORDER PROCEDURES Work performed pursuant to the Professional Services Agreement may be authorized by Work Order. Signed work orders must be issued for any work. No dollar cap shall be set for each Work Order, but the City reserves the right to independently quote from as many or few of the firms selected for individual projects. The Professional shall provide all personnel, equipment and supplies necessary to complete the professional services set forth in the Scope of Work. Total project time, any retainage clause, and any applicable liquidated damages clause will be determined as part of the project Work Order for each individual project. This is an indefinite quantity Work Order contract with no fixed maximum. The actual amount of work to be performed, the time of such performance, and the location of work will be determined by the City Representative, who may issue Work Orders to the Professional. The only work authorized under the Professional Services Agreement is that which is performed after receipt of such Work Orders. The City of Fort Collins retains the right to reject all proposals and re-solicit through the formal process, if deemed to be in the best interest of the City. Development of the Scope of Work: the Professional and the City Project Representative will develop The Scope of Work for each individual project during the Work Order process. The design Professional will submit a detailed scope of work proposal to the client for review and approval. After review and approval, the City Representative will issue the notice to proceed to the Professional with appropriately endorsed Work Order. VI. SELECTION PROCESS & SCHEDULE RFP 8371 Architectural & Engineering Services On-Call Page 13 of 42 Below is the proposed selection process schedule (for informational purposes only and subject to change): Pre-proposal meeting: September 20, 2016 Final day for questions: September 26, 2016 Proposal due date: October 4, 2016 Notify Consultants to be interviewed: Week of October 10, 2016 Interviews: Week of October 17, 2016 VII. ATTACHMENTS Attachment 1: ADA Questionnaire RFP 8371 Architectural & Engineering Services On-Call Page 14 of 42 Attachment 1: ADA Questionnaire 1. Why is ADA important to a local government? 2. Define the requirement for light switch placement: a. Does having multiple buttons as part of the switch for different presets change the requirement? Explain b. Does having a motion or occupancy sensor as a part of the switch change the requirement? Explain 3. When are low and high water fountains required? a. What is the spout height at a low fixture? b. What is the spout height at the high fixture? c. If a bottle filler is included, where should it be located? d. What other space requirements impact water fountains? 4. How would you address changes in level between different sections of a building or different floor types? What are the maximum height changes? 5. What criteria must an item comply with so that it is not a protrusion? RFP 8371 Architectural & Engineering Services On-Call Page 15 of 42 6. Review the image below and list all items that fail to comply with ADA and note what would bring them into compliance. RFP 8371 Architectural & Engineering Services On-Call Page 16 of 42 VIII. SAMPLE AGREEMENT (DO NOT SIGN) PROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE 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 , 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 any project Work Orders for , issued by the City. A blank sample of a work order is attached hereto as Exhibit "A", consisting of ( ) pages and is incorporated herein by this reference. A general scope of services is attached hereto as Exhibit “B", consisting of ( ) pages and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence , 20 , and shall continue in full force and effect until , 20 , unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed ( ) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 5. Early Termination by City/Notice. 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 address: RFP 8371 Architectural & Engineering Services On-Call Page 17 of 42 Professional: City: Copy to: Attn: City of Fort Collins Attn: PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 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. 6. Design, Project Insurance 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 attorney’s 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 insurance in accordance with Exhibit , consisting of one (1) page, attached hereto and incorporated herein. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct cost basis designated in Exhibit "B", consisting of ( ) page(s), attached hereto and incorporated herein by this reference. At the election of the City, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Monthly partial payments based upon the Professional's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant to the Work Order and upon approval of the Professional's direct reimbursable expenses. 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. 8. 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. 9. Project Drawings. Upon conclusion of the project and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival, RFP 8371 Architectural & Engineering Services On-Call Page 18 of 42 prepared on stable mylar base material using a non-fading process to provide for long storage and high quality reproduction. "CD" disc of the as-built drawings shall also be submitted to the owner in and AutoCAD version no older then the established city standard. 10. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Work Order, Work Schedule and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 11. 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. 12. Subcontractors. Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Professional. 13. 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. 14. 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. 15. 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 RFP 8371 Architectural & Engineering Services On-Call Page 19 of 42 according to the terms of this Agreement, such party may be declared in default. 16. 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 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. 17. 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. 18. 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. 19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5- 102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Professional is prohibited from using the 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 RFP 8371 Architectural & Engineering Services On-Call Page 20 of 42 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. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit " " - Confidentiality, consisting of one (1) pages, attached hereto and incorporated herein by this reference. RFP 8371 Architectural & Engineering Services On-Call Page 21 of 42 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney PROFESSIONAL'S NAME By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: RFP 8371 Architectural & Engineering Services On-Call Page 22 of 42 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND DATED: Work Order Number: Purchase Order Number: Project Title: Commencement Date: Completion Date: Maximum Fee: (time and reimbursable direct costs): Project Description: Scope of Services: Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this Work Order (including the attached forms) the Professional Services Agreement shall control. The attached forms consisting of ___ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. PROFESSIONAL By:_______________________________ Date:_____________________________ CITY OF FORT COLLINS By:_________________________________ Project Manager Date: ______________________________ By: _______________________________ Gerry Paul Purchasing Director (over $60,000.00) Date: ____________________________ RFP 8371 Architectural & Engineering Services On-Call Page 23 of 42 EXHIBIT 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 reduce coverage or limits and 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: 1. 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 $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. RFP 8371 Architectural & Engineering Services On-Call Page 24 of 42 EXHIBIT CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. RFP 8371 Architectural & Engineering Services On-Call Page 25 of 42 FEDERAL TRANSIT ADMINISTRATION FEDERALLY REQUIRED AND OTHER MODEL CONTRACT CLAUSES NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicability to Contracts Applicable to all contracts. Flow Down Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. Model Clause/Language While no specific language is required, FTA has developed the following language. No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (31 U.S.C. 3801 et seq. 49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307) Applicability to Contracts These requirements are applicable to all contracts. Flow Down These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Model Clause/Language These requirements have no specified language, so FTA proffers the following language. Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et 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 RFP 8371 Architectural & Engineering Services On-Call Page 26 of 42 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. ACCESS TO RECORDS AND REPORTS (49 U.S.C. 5325, 18 CFR 18.36 (i), 49 CFR 633.17) Applicability to Contracts Reference Chart "Requirements for Access to Records and Reports by Type of Contracts" Flow Down FTA does not require the inclusion of these requirements in subcontracts. Model Clause/Language The specified language is not mandated by the statutes or regulations referenced, but the language provided paraphrases the statutory or regulatory language. Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a RFP 8371 Architectural & Engineering Services On-Call Page 27 of 42 hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 7. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Characteristics Operational Service Contract Turnkey Construction Architectural Engineering Acquisition of Rolling Stock Professional Services I State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects None None unless1 non- competitive award Those imposed on state pass thru to Contractor None Yes, if non- competitive award or if funded thru2 5307/5309/53 11 RFP 8371 Architectural & Engineering Services On-Call Page 28 of 42 2 49 CFR 633.17 3 18 CFR 18.36 (i) FEDERAL CHANGES (49 CFR Part 18) Applicability to Contracts The Federal Changes requirement applies to all contracts. Flow Down The Federal Changes requirement flows down appropriately to each applicable changed requirement. Model Clause/Language No specific language is mandated. The following language has been developed by FTA. Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. CIVIL RIGHTS REQUIREMENTS (29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq.) Applicability to Contracts The Civil Rights Requirements apply to all contracts. Flow Down The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. Model Clause/Language The following clause was predicated on language contained at 49 CFR Part 19, Appendix A, but FTA has shortened the lengthy text. Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title 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, RFP 8371 Architectural & Engineering Services On-Call Page 29 of 42 "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS (FTA Circular 4220.1E) Applicability to Contracts The incorporation of FTA terms applies to all contracts. Flow Down The incorporation of FTA terms has unlimited flow down. Model Clause/Language FTA has developed the following incorporation of terms language: Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to RFP 8371 Architectural & Engineering Services On-Call Page 30 of 42 comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. ENERGY CONSERVATION REQUIREMENTS (42 U.S.C. 6321 et seq. 49 CFR Part 18) Applicability to Contracts The Energy Conservation requirements are applicable to all contracts. Flow Down The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier. Model Clause/Language No specific clause is recommended in the regulations because the Energy Conservation requirements are so dependent on the state energy conservation plan. The following language has been developed by FTA: Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. TERMINATION (49 U.S.C. Part 18 FTA Circular 4220.1E) Applicability to Contracts All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Flow Down The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning. Model Clause/Language FTA does not prescribe the form or content of such clauses. The following are suggestions of clauses to be used in different types of contracts: a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs. RFP 8371 Architectural & Engineering Services On-Call Page 31 of 42 b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. RFP 8371 Architectural & Engineering Services On-Call Page 32 of 42 g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient). h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. RFP 8371 Architectural & Engineering Services On-Call Page 33 of 42 i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549, Debarment and RFP 8371 Architectural & Engineering Services On-Call Page 34 of 42 Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as “covered transactions.” Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Clause Language The following clause language is suggested, not mandatory. It incorporates the optional method of verifying that contractors are not excluded or disqualified by certification. Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, 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. BREACHES AND DISPUTE RESOLUTION (49 CFR Part 18FTA Circular 4220.1E) Applicability to Contracts All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be RFP 8371 Architectural & Engineering Services On-Call Page 35 of 42 appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures. Flow Down The Breaches and Dispute Resolutions requirements flow down to all tiers. Model Clauses/Language FTA does not prescribe the form or content of such provisions. What provisions are developed will depend on the circumstances and the type of contract. Recipients should consult legal counsel in developing appropriate clauses. The following clauses are examples of provisions from various FTA third party contracts. Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. LOBBYING (31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20) Applicability to Contracts The Lobbying requirements apply to Construction/Architectural and Engineering/Acquisition of Rolling Stock/Professional Service Contract/Operational Service Contract/Turnkey contracts. Flow Down RFP 8371 Architectural & Engineering Services On-Call Page 36 of 42 The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti- Lobbying Amendment, 31 U.S.C. § 1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7. Mandatory Clause/Language Clause and specific language therein are mandated by 49 CFR Part 19, Appendix A. Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. RFP 8371 Architectural & Engineering Services On-Call Page 37 of 42 (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, ________________ ___, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. __________________________ Signature of Contractor's Authorized Official __________________________ Name and Title of Contractor's Authorized Official ___________________________ Date CLEAN AIR (42 U.S.C. 7401 et seq, 40 CFR 15.61, 49 CFR Part 18) Applicability to Contracts The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. Flow Down The Clean Air requirements flow down to all subcontracts which exceed $100,000. Model Clauses/Language No specific language is required. FTA has proposed the following language. Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. RFP 8371 Architectural & Engineering Services On-Call Page 38 of 42 The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. CLEAN WATER REQUIREMENTS (33 U.S.C. 1251) Applicability to Contracts The Clean Water requirements apply to each contract and subcontract which exceeds $100,000. Flow Down The Clean Water requirements flow down to FTA recipients and subrecipients at every tier. Model Clause/Language While no mandatory clause is contained in the Federal Water Pollution Control Act, as amended, the following language developed by FTA contains all the mandatory requirements: Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. SEISMIC SAFETY REQUIREMENTS (42 U.S.C. 7701 et seq., 49 CFR Part 41) Applicability to Contracts The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. Flow Down The Seismic Safety requirements flow down from FTA recipients and subrecipients to first tier contractors to assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all subcontractors. Model Clauses/Language The regulations do not provide suggested language for third-party contract clauses. The following language has been developed by FTA. Seismic Safety - The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor RFP 8371 Architectural & Engineering Services On-Call Page 39 of 42 also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. CIVIL RIGHTS REQUIREMENTS (29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq.) Applicability to Contracts The Civil Rights Requirements apply to all contracts. Flow Down The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. Model Clause/Language The following clause was predicated on language contained at 49 CFR Part 19, Appendix A, but FTA has shortened the lengthy text. Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title 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. RFP 8371 Architectural & Engineering Services On-Call Page 40 of 42 (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing 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. (d) Special DOL EEO Clause - In addition to the foregoing, when undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), the Recipient agrees to comply, and assures that each Third Party Participant will comply, with: (a) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. chapter 60, and (b) Executive Order 11246, “Equal Employment Opportunity,” as amended by Executive Order 11375, “Amending Executive Order 11246, Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note. (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. DISADVANTAGED BUSINESS ENTERPRISE (DBE) (49 CFR Part 26) Background and Applicability The newest version on the Department of Transportation’s Disadvantaged Business Enterprise (DBE) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT-assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. Clause Language The following clause language is suggested, not mandatory. It incorporates the payment terms and conditions applicable to all subcontractors based in Part 26 as well as those related only to DBE subcontractors. The suggested language allows for the options available to grantees concerning retainage, specific contract goals, and evaluation of DBE subcontracting participation when specific contract goals have been established. RFP 8371 Architectural & Engineering Services On-Call Page 41 of 42 Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 5 %. A contract goal of 0 % DBE participation has 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 the 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)). c. Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following concurrent with and accompanying sealed bid: 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the bidder/offeror’s commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor’s commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. Bidders must present the information required above as a matter of responsiveness (see 49 CFR 26.53(3)). {If no separate contract goal has been established, use the following} The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. d. The contractor is required to pay its subcontractors performing work related to this contract for 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 and is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed. e. The contractor must promptly notify the 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 the City of Fort Collins. ADA ACCESS RFP 8371 Architectural & Engineering Services On-Call Page 42 of 42 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. 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@fcgov.com or calling 970-221-6775. None None unless non- competitive award None None unless non- competitive award None None unless non- competitive award II Non State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects Yes3 Yes3 Those imposed on non-state Grantee pass thru to Contractor Yes Yes Yes Yes Yes Yes Yes Yes Sources of Authority: 1 49 USC 5325 (a)