HomeMy WebLinkAboutC08-310 LSC Transportation ConsultantsAGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
LSC TRANSPORTATION CONSULTANTS, INC.
AND
EAGLE COUNTY REGIONAL TRANSIT AUTHORITY
This Agreement ( "Agreement ") made this12 day of /J'f 2008 by the Eagle County
Regional Transit Authority by and through the Board of Eagle County Regional Transit Authority
(hereinafter "CLIENT "), and LSC Transportation Consultants, Inc., a consultant with a mailing address of
516 North Tejon Street, Colorado Springs, Colorado 80903 (hereinafter "LSC ").
WHEREAS, CLIENT is in need of a Transit/Employment Linkage study for its current and
potential routes; and
WHEREAS, LSC has represented that it has the experience and knowledge in the subject matter
necessary to carry out a Transit/Employment Linkage study; and
WHEREAS, CLIENT wishes to hire LSC to perform the tasks associated with a
Transit/Employment Linkage study; and
WHEREAS, CLIENT and LSC intend by this Agreement to set forth the scope of the
responsibilities of the LSC in connection with the services and related terms and conditions to govern the
relationship between LSC and CLIENT in connection with the services.
AGREEMENT
Therefore, based upon the representations by LSC set forth in the foregoing recitals, for good and
valuable consideration, including the promises set forth herein, the parties agree to the following:
1. Employment of Contractor
CLIENT hereby agrees to engage LSC, and LSC hereby agrees to perform the services in conducting a study
for determining future transit demand on the ECO Transit system hereinafter as set forth more particularly in
the attached Exhibits A, B, and C.
2. Dispute Resolution
In the event of a dispute arising out of or relating to this Agreement or the services to be rendered hereunder,
CLIENT and LSC agree to attempt to resolve such disputes in the following manner:
(A) CLIENT and LSC agree that they shall first attempt to resolve such disputes through direct
negotiations between the appropriate representatives of each party. If such negotiations are not fully
successful, the parties agree to attempt to resolve any remaining dispute by formal non - binding
mediation conducted in accordance with rules and procedures to be agreed upon by the parties.
3. Scope of Services/ LSC Professional Level of Care
LSC shall do, perform and carry out in a good and professional manner the services described in Exhibit A
according to the time -line described in Exhibit B. LSC shall be responsible for the completeness and
accuracy of the Project, including all supporting data and other documents prepared or compiled in
performance of the Services, and shall correct, at its sole expense, all significant errors and omissions
therein. The fact that the CLIENT has accepted or approved the Project shall not relieve LSC of any of its
responsibilities. LSC shall perform the Project in a skillful, professional and competent manner and in
accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar
services, in this area at this time.
4. Estimated Cost, Fixed Fee and Payment
The maximum fee under this contract is $14,958 which amount shall not be exceeded without prior written
approval of the CLIENT, in the form of an amendment or change order to this Agreement. LSC will submit
billings to CLIENT monthly corresponding to Project Schedule and Fee Schedule set forth in Exhibits B and
C, respectively. Billings shall include actual costs incurred directly attributable to LSC's work for CLIENT.
CLIENT will pay invoiced amounts within thirty (30) days of receipt. Additional costs for items not
anticipated or included in Exhibit C of this contract will be paid for by CLIENT only upon written consent
from the CLIENT.
5. Services and Materials to be Furnished by CLIENT
CLIENT shall furnish LSC with all available information, data, and material necessary and pertinent to the
execution of the Agreement.
6. Termination of Agreement
This Agreement may be terminated for convenience by the CLIENT upon thirty (30) days written notice.
LSC shall be paid its compensable costs as outlined in Section 4 above, including justified close -out costs,
and proportional fee for work performed up to the time of termination as covered by this Agreement less
payments for compensation previously made. LSC shall submit its termination claim to CLIENT within 30
days after termination.
7. Maintenance, Audit, and Inspection of Records
(A) LSC shall maintain full and accurate records with respect to all matters covered under this
Agreement, including but not limited to records that show actual time involved in the
accomplishment of the project and costs incurred. LSC shall permit the authorized representatives of
the CLIENT, the Colorado Department of Transportation, the US Department of Transportation and
the Comptroller General of the United States to inspect and audit all data and records relating to
LSC's performance under this Agreement until the expiration of three (3) years after the termination
of this Agreement. LSC further agrees to include in all of its subcontracts hereunder a provision to
the effect that the subcontractor agrees that the CLIENT, the Department of Transportation and the
Comptroller General of the United States or any of their duly authorized representatives shall, until
the expiration of three (3) years after the termination of this Agreement, have access to and the right
to examine at proper times any directly pertinent books, documents, papers, and records of such
subcontractor, involving transactions related to the subcontractor.
(B) The periods of access and examination described above, for records which relate to litigation of the
settlement of claims arising out of the performance of this Agreement, or costs and expenses of this
Agreement as to which exception has been taken by the Comptroller General or any of his duly
authorized representatives, shall continue until such litigation, claims, or exceptions have been
disposed of.
8. Interest of Members of or Delegates to Congress
No members of, or delegate to the Congress of the United States, shall be admitted to any share or part of this
Agreement or to any benefit arising therefrom.
9. Interest of Public Officials
No member, officer, or employee of the public body or of a local public body during his tenure or for one
year thereafter shall have any interest, direct or indirect, in this Agreement of the proceeds thereof.
10. Equal Employment Opportunity
In connection with the execution of this Agreement, LSC shall not discriminate against any employee or
applicant for employment because of race, religion, color, sex or national origin. LSC shall take affirmative
action to insure that applicants are employed, and that employees are treated during their employment
without regard to their race, religion, color, sex or national origin. Such actions 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.
11. Nondiscrimination — Disabled
LSC and its subcontractor(s), if any, shall not discriminate against any employee or applicant for
employment in the performance of this Agreement on the basis of handicap. LSC and its subcontractor(s), if
any, shall comply with the United States Department of Transportation regulation 49 CFR, part 27, "Non-
discrimination on the basis of handicap in programs and activities receiving or benefitting from Federal
financial assistance," which regulations are incorporated herein by reference.
12. Disadvantaged Business Enterprise
LSC agrees to ensure that disadvantaged business enterprises as defined in 49 CFR Part 23 have the
maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in
part with funds provided under this Agreement. In this regard LSC shall take all necessary and reasonable
steps in accordance with 49 CFR Part 23 to ensure that disadvantaged business enterprises have the
maximum opportunity to compete for and perform contracts.
13. Clean Air and Water
LSC agrees:
(A) To comply with all the requirements of section 114 of the Clean Air Act (42 U.S.C. 7414) and
section 308 of the Clean Water Act (33 U.S.C. 1318) relating to inspection, monitoring, entry,
reports, and information, as well as other requirements specified in section 114 and section 308 of
the Air Act and the Water Act, and all regulations and guidelines issued to implement those acts
before the award of this Agreement; and
(B) That no portion of the work required by this prime Contract will be performed in a facility listed on
the Environmental Protection Agency List of Violating Facilities on the date when this Contract was
awarded unless and until the EPA eliminates the name of the facility from the listing; and
(C) To use best efforts to comply with clean air standards and clean water standards at the facility in
which the Contract is being performed; and
(D) To insert the substance of this clause into any nonexempt subcontract.
14. Completeness of Agreement
This Agreement and any additional or supplementary documents incorporated herein by specific reference
contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or
otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind
any of the parties hereto.
15. Limitation of Cost
(A) Except as required by other provisions of this contract specifically citing and stated to be an
exception from this clause, CLIENT shall not be obligated to reimburse LSC for costs incurred in
excess of the maximum cost set forth in Section 4 unless and until CLIENT shall have notified in
writing that such cost has been increased and shall have specified in such notice a revised cost which
shall thereupon constitute the maximum cost of performance of this contract. In the absence of the
specified notice, CLIENT shall not be obligated to reimburse LSC for any costs in excess of the cost
set forth in Section 4, whether those excess costs were incurred during the course of the contract or
as a result of termination. When and to the extent that the cost set forth in Section 4 has been
increased, any costs incurred by LSC in excess of the cost prior to such increase shall be allowable to
the same extent as if such costs had been incurred after the increase; unless CLIENT issues a
termination or other notice and directs that the increase is solely for the purpose of covering
termination or other specific expenses.
(B) Change orders issued pursuant to the Changes clause of this Agreement shall not be considered an
authorization to LSC to exceed the estimated cost set forth in Section 4 in the absence of a statement
in the change order, or other contract modification, increasing the estimated cost.
16. Project Manager
LSC shall assign Stephen D. Rowland to direct its work on this project. No change in the Project Manager
shall be made without prior written approval by CLIENT.
17. Changes
This Agreement may be amended, modified, changed, or terminated in whole or in part only by written
agreement duly authorized and executed by both CLIENT and LCS.
18. Interest of the Contractor
LSC covenants that it has presently no interest, and shall not acquire any interest, direct or indirect, which
would conflict in any manner or degree with the performance of services required to be performed under this
Agreement. LSC further covenants that in the performance of this Agreement, no person having any such
interest shall be employed.
19. Covenant Against Contingent Fees
LSC warrants that it has not employed any person to solicit or secure this Agreement upon any understanding
or contract for a commission, percentage, brokerage or contingent fee. Breach of this warranty shall give the
Client the right to terminate this Agreement, or in its discretion, to deduct from the Agreement price or
consideration from the amount of such commission, percentage, brokerage or contingent fees. This warranty
shall not apply to commissions payable by LSC upon contracts or sales secured or made through a bona fide
established commercial or selling agency maintained by LSC for the purpose of securing business.
4
20. Insurance and Indemnity
(A) LSC shall acquire and maintain statutory workers' compensation insurance coverage, employer's
liability and comprehensive general liability insurance coverage. LSC shall have insurance in at least
the following amounts:
(1) Workers' Compensation In accordance with the Compensation Law of the State of
Colorado.
(2) General Liability $1,000,000 including coverage for bodily injury and
property damage
(3) Automobile Liability
(a) Bodily Injury or Death $1,000,000 each occurrence and aggregate
(b) Property Damage $1,000,000 each occurrence and aggregate
(B) LSC and any and all Subcontractors shall agree that, in performance of the work required herein, to
hold harmless, indemnify and defend, the CLIENT and each of its officers, agents and employees
from any and all liability claims, losses or damages due to injury of LSC's or Subcontractor's
employees or others arising out of or alleged to arise from LSC's or Subcontractor's negligence in the
performance of the work described herein, but not including liability that may be due to the sole
negligence of the CLIENT, its agents or employees, subject to Colorado Governmental Immunity
Act limitations.
21. Captions and Titles
Captions and titles used in this Agreement shall have no bearing on the meaning or interpretation of any
clause.
22. Severability
If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected
thereby if the remainder is in conformity with the terms and requirements of applicable laws.
23. Attorney Fees
In the event it becomes necessary for either party to this Agreement to retain an attorney to enforce any of
the terms or conditions of this Agreement, then the substantially prevailing party shall be entitled to
reasonable attorney's fees and costs.
24. Subcontractors
LSC shall not employ subcontractors to perform any of the services identified in Exhibit A without the prior
approval of Client.
25. Certification Regarding Employment of Illegal Aliens
LSC hereby certifies that as of the date of this Agreement, LSC does not and will not knowingly employ or
contract with an illegal alien to perform any work under this services agreement, and that LSC will not enter
into a contract with any subcontractor that fails to certify to LSC that the subcontractor shall not knowingly
employ or contract with an illegal alien to perform work under this contract. LSC has participated in or
attempted to participate in a basic pilot employment verification program in order to confirm the employment
eligibility of all employees who are newly hired for employment in the United States. LSC further certifies
that it will comply with any reasonable request by the Colorado Department of Labor and Employment made
in the course of an investigation that said Department is undertaking pursuant to authority established under
C.R.S. § 8- 17.5- 102(5).
27. Substance Abuse
LSC hereby certifies that it does comply with the U.S. DOT Drug Free Workplace Act of 1988, 41 U.S.C.
Chapter 701 et seq.
28. Contacts
Unless otherwise herein specified, all written notices, amendments and official correspondence concerning
this Agreement shall be made between CLIENT and LSC at the following addresses:
For CLIENT: Mr. Harry N. Taylor, Director
Eagle County Regional Transportation Authority
3289 Cooley Mesa Road
Gypsum, CO 81637
For LSC Transportation Consultants, Inc.:
Mr. Albert T. Stoddard III
LSC Transportation Consultants, Inc.
516 North Tejon Street
Colorado Springs, CO 80903
29. Ownership of Documents
LSC agrees that all data and materials produced by it under this Agreement shall be the property of CLIENT
and in no way be deemed the property of LSC, but LSC shall have full rights to use any of the data and
materials produced under this Agreement.
30. Independent Contractor
(A) With respect to the provision of this Agreement, LCS acknowledges that LCS is an independent
contractor providing Consulting Services to CLIENT. Nothing in this Agreement shall be deemed to
make LCS an agent, employee, partner or representative of CLIENT. Moreover, this Agreement
creates no entitlement to participate in any of the Employee Benefit Plans of CLIENT including
insurance, paid vacation and recognized holidays.
(B) LCS shall not have the authority to, and will not make, any commitments or enter into any agreement
with any party on behalf of CLIENT without the written consent of a senior management
representative of CLIENT.
0
31. TABOR Language
Notwithstanding anything to the contrary contained in this Agreement, CLIENT shall have no obligations
under this Agreement after, nor shall any payments be made to Consultant in respect of any period after
December 31, 2008, without an appropriation therefore by CLIENT in accordance with a budget adopted by
the Board of Eagle County Regional Transportation Authority in compliance with Article 25, Title 30 of the
Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29 -1 -101 et seq.) and the TABOR
Amendment (Colorado Constitution, Article X, Sec. 20).
32. Jurisdiction and Venue
This Agreement shall be governed and construed in accordance with the laws of Colorado. Venue for any
action arising out of any dispute pertaining to this Agreement shall be in the State of Colorado District Court
in and for Eagle County, Colorado.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.
BOARD of EAGLE COUNTY REGIONAL
TRANSIT AUTHORITY
By:
LSC Transportation Consultants, Inc.
By: _
Contract Between LSC Transportation Consultants, Inc. and
Eagle County Regional Transportation Authority
EXHIBIT A
SCOPE OF SERVICES
* Task 1: Project Administration and Coordination
Purpose: The purpose of Task 1 is to ensure completion of the study on time, within budget, and
to the full satisfaction of the Eagle County Regional Transportation Authority.
Approach: The LSC Project Manager will coordinate directly with the ECO Transit Project
Manager throughout the course of the study. Frequent communication will provide
close coordination between LSC and the local Project Manager, and inform the study
participants of the progress made on the study. This task is seen as an ongoing process
which will relate directly to each of the other tasks throughout the work program.
Product: A working group which will build consensus and support for future services.
* Task 2: Evaluate Projected Development and Transit Demand
Purpose: To determine the potential transit demand related to forecast growth and development
in Eagle County and the ECO Transit service area.
Approach: Our planning staff will work closely with the ECO Project Manager, Eagle County
planning staff, and local community representatives to identify the potential growth
over the next five years, particularly as that growth relates to potential employment.
We will determine likely relationships between employment and residence locations.
The type of employment will be important as this will give an indication of likely
residential locations and commute patterns. The type of employment is also an
indicator of potential transit demand.
We will use existing ECO ridership characteristics such as demographics and trip
purpose to determine the relationship between transit demand and community
characteristics. These relationships will then be used with projected growth data to
estimate the potential transit demand.
Product: Potential transit demand will be presented in a series of tables and maps.
* Task 3: Determine Impacts on Transit Service
Purpose: To determine the need for additional facilities, vehicles, service, and staffing to meet
the projected demand.
Approach: The potential demand identified in Task 2 will be used to determine the need for
additional service including service in new areas and additional hours of service. Based
on vehicle and system capacity, we will determine if there will be needs for additional
vehicles. The projected needs will be used to determine the need for additional staff.
Finally, an assessment of the existing facilities will give an indication of the need for
facility expansion, improvements, or new facilities.
Product: This task will provide an assessment of the need for additional service and capital
investment.
Contract Between LSC Transportation Consultants, Inc. and
Eagle County Regional Transportation Authority
* Task 4: Determine Financial Impacts
Purpose: To understand the financial impacts and the additional funding which will be required
to meet the projected needs.
Approach: The additional service needs identified in Task 4 will be used to estimate the fiscal
impacts. We will use current ECO cost data to determine the additional operating costs
for any service enhancements. We will work with ECO staff to determine potential
costs for new vehicles and capital facilities.
We will develop cost estimates for each of the identified service and capital elements.
We will identify potential revenue sources for the additional funding needed to
implement the enhanced services. Funding options may include increased local funding
and grants available through the Colorado Department of Transportation and the
Federal Transit Administration.
Product: The fiscal impacts will be described in terms of cost elements for individual elements
of service and the aggregate financial impact. Potential revenue sources will also be
identified in the Draft Report.
* Task 5: Create Funding Alternatives
Purpose: To develop alternate financial plans that may be used to implement the identified
service enhancements.
Approach: Based on the identified costs and potential funding sources, we will develop up to three
funding scenarios. These scenarios will incorporate an assessment of the potential for
receiving any of the specific funds. The financial plans will be prepared for five years
and will identify the additional funding needed and the possible means of obtaining
that funding.
Product: The funding scenarios will be presented in the Draft Report.
* Task 6: Prepare Draft and Final Reports
Purpose: To provide a Draft Report for approval and a Final Report for use by ECO Transit to
meet future transit demand.
Approach: We will incorporate the information developed in the previous tasks into a Draft
Report. We will present the Draft Report to ECO staff.
Once the Draft Report is approved, we will incorporate any revisions and prepare the
Final Report.
Product: This task will provide the Draft and Final Reports. We will submit bound copies as
well as an electronic copy of the report.
Contract Between LSC Transportation Consultants, Inc. and
Eagle County Regional Transportation Authority
EXHIBIT B
PROPOSED PROJECT SCHEDULE
Task
;b; LEGEND
Ni Worxing Group Meeting
Draft Report subm4ul
40
Month
Sep Oct Nov
A
Project Administration
and Coordination
Evaluate Projected
DevelopMOnt and Transit
Demand
Determine Impacts on
transit Service
13
Determine Financial .mpactl.
13
Create Funding Alternatives
Submit Draft and Final
Reports
;b; LEGEND
Ni Worxing Group Meeting
Draft Report subm4ul
40
Month
Sep Oct Nov
A
Contract Between LSC Transportation Consultants, Inc. and
Eagle County Regional Transportation Authority
Exhibit C
LSC PROJECT COST
Table 2
Cost Proposal
ECO Transit Employment Linkage Study
Labor:
Project Project
Project
Transit
Graphics
Clerical
Task
Principal Manager
Planner
Planner
Support
Support
Total
Stoddard Rowland
Felschow
Jones
Hours
Cost
Task 1: Project Adminstration and Coordination
8
8
$800
Task 2: Evaluate Protected Development and Transit
Demand 2 4
24
4
4
38
$2,850
Task 3: Determine Impacts on Transit Service
4 B
4
10
4
30
$2.640
Task 4. Determine Financial Impacts
2 4
16
4
26
$2,190
Task 5. Create Funding Alternatives
2 2
12
4
20
$1,670
Task 6. Submit Draft and Final Reports
2 8
4
8
8
8
38
$2,910
Total Hours
12 34
36
42
12
24
160
Rate
$15500 $100.00
$8000
$7000
$6500
$50.00
Cost
$1,860 $3,400
$2,880
$2,940
$780
$1,200
Labor Subtotal:
$13,060
Direct Costs:
Item
Cost
Travel
$1,048
PnntinglCopymg
$600
Couner /Postage
$200
Telephone
$50
Direct Costs Subtotal:
51,898
Total Estimate:
$14,958
