Request for Qualifications Parking and Transportation Demand Management Analysis For Downtown Ann Arbor

Transcription

1 Request for Qualifications Parking and Transportation Demand Management Analysis For Downtown Ann Arbor Response Due Date: Monday, May 18th, 2015 by 4:00 p.m. Issued By: Ann Arbor Downtown Development Authority 150 S. Fifth Avenue, Suite 301 Ann Arbor, MI May 4th, 2015

2 TABLE OF CONTENTS Section Page SECTION 1 General Information 1-3 SECTION 2 Project Background & Overview 4-7 SECTION RFQ Submittal Requirements Section 4 Attachment 1 Public Parking System Overview Attachment 2 Description of getdowntown Survey Work Attachment 3 Standard Professional Services Agreement 17-24

3 SECTION 1 GENERAL INFORMATION Issuing Office The Ann Arbor Downtown Development Authority (DDA) issued this Request for Qualifications. All contact regarding this RFQ should be directed to: Amber Miller, Planner Ann Arbor Downtown Development Authority 150 South Fifth Avenue, Suite 301 Ann Arbor, Michigan amiller@a2dda.org Objective The Ann Arbor Downtown Development Authority (DDA) requests statements of qualifications from professional transportation planning firms to evaluate parking and transportation demand and recommend management strategies in Downtown Ann Arbor MI. Project Timeline Consultant involvement in the study is expected to run for approximately six months. Work should begin summer Final adoption-ready documentation is anticipated by December Anticipated Schedule for Selection RFQ selection process RFQ released May 4th, 2015 RFQ response deadline May 18th, 2015 at 4:00 p.m. RFQ review& evaluation As needed The schedule above is subject to change at the DDA s discretion. Submissions and Clarifications Five hardcopies of the submittal response are required, and the information included within should be as concise as possible. The total submittal should not be more than 50 numbered pages (25 sheets) with material on two sides. Statements of Qualifications must arrive at the Ann Arbor DDA Office no later than Monday, May 18th, 2015 at 4:00 p.m. EST. Ann Arbor Downtown Development Authority 150 S. Fifth Ave Suite 301 (3 rd floor) Ann Arbor, MI

4 Statements of Qualifications received after the deadline or via electronic mail will be deemed unacceptable for further consideration. Regardless of the delivery method the Submitter is responsible for the actual delivery of the Statements of Qualifications. All submittals become the property of the DDA whether awarded or rejected. All information as submitted is subject to disclosure under the provisions of Public Act No. 442 of 1976, as amended (known as the Freedom of Information Act). Submission contents will not be deemed proprietary information, and individuals who submit qualifications will be provided opportunities to review other submittals if requested. The DDA accepts no financial responsibility for costs incurred by any Submitter responding to this RFQ. By responding to this RFQ the Submitter agrees to hold the DDA harmless in connection with the release of any information contained in its qualifications response. Should any prospective Submitter be in doubt as to the true meaning of any portion of this RFQ, or should the Submitter find any ambiguity, inconsistency, or omission therein, the Submitter shall make a written request for an official interpretation or correction. All questions concerning the solicitation and specifications shall be submitted in writing via to amiller@a2dda.org by May 11th, A single response will be provided by the DDA by May 13 th, 2015 to all Submitters who have indicated their interest in being sent informational updates. Selection Process A committee made up of DDA Board Members as well as DDA staff will review RFQ submissions. This committee may decide which Submitter(s), if any, may receive a follow-up RFP and be invited to submit a proposal. The criteria used in the RFQ evaluation will include, but will not necessarily be limited to, the following: Project understanding Experience of the firm(s), and more explicitly the experience of specific staff assigned to this project. Specific staff should have experience with: o The creation of similar studies relating to transportation and public parking demand, trends, and management o The implementation of strategic and effective TDM-related management strategies, ranging from successful policy to infrastructure investments and program formation and enhancement o Similar campus communities, where the transportation users have a wide range of price and travel choice sensitivities o Similar car-centric regions, where TDM strategies are utilized, but can be challenged by the land use practices and limited transit options in communities that are part of the downtown job shed. The DDA has no pre-selected candidates for this project. 2

5 RFP Process If selected through the RFQ process, the Submitter(s) may be asked to submit a proposal describing in detail the proposed scope of services and their corresponding fees per task. Top ranked proposals may be invited for interviews. If interviews are held, the interview would consist of a presentation of approximately twenty (20) minutes by the Proposer, including the person who would be the project manager, followed by approximately thirty (30) minutes for questions and answers. Audiovisual aids may be used. Following the interview, the Committee may request additional information. The DDA will negotiate a mutually acceptable agreement with the highest ranked Submitter and will determine whether the final scope of the project to be negotiated will be entirely as described in the RFQ (and possibly RFP) or a revised scope. If the agreement is mutually agreeable, the selected Submitter will be asked to sign a professional services agreement (PSA) in the same format as Attachment 3. Please be advised that the DDA will not modify the language contained in the PSA. Reservation of Rights The DDA reserves the right to accept any Proposal, to reject any or all Proposals, to waive irregularities and/or informalities in any Proposal and to make the award in any manner the DDA believes to be in its best interest. 3

6 SECTION 2 Project Background and Overview About the DDA DDAs were created by the State of Michigan as a tool to counteract central city decline and ensure that the heart of our cities and regions receive careful stewardship and longterm consideration. The Ann Arbor DDA is a public entity created in 1982 with the mission of undertaking public improvements that have the greatest impact in strengthening the downtown area and attracting new private investments. Project Background As part of its work to encourage and maintain a vital downtown, the DDA manages the public parking system in Ann Arbor. The DDA views parking as part of a transportation system, with the end goal of getting people downtown through a menu of options. As a way to manage parking access, parking revenues are used to support downtown transportation options, including an unlimited use transit pass for downtown employees, enhanced transit service on key routes, bicycle facilities, the getdowntown program, and more. In 2007 the DDA commissioned a parking demand and supply analysis which was used to formulate a comprehensive set of recommended transportation and parking policies. A copy of the report is available for review: Project Overview The first part of this updated effort will include: An analysis of parking and transportation behaviors of downtown Ann Arbor visitors, customers, residents, employees and employers. Including demographic information by travel mode pattern An in-depth analysis of public parking supply and demand An assessment of supply and demand for downtown transportation options, including transit, cycling, and walking The second part of this effort will use the data to develop of a series of pragmatic, effective and strategic demand management-based recommendations aimed at maximizing downtown access and quality of life for visitors, customers, residents, employees, and other downtown stakeholder groups. Phase I: Public Parking System/Transportation Demand and Supply Analysis The Ann Arbor public parking system is operated on behalf of the DDA by Republic Parking Systems who will provide data as available in support of this project. See Attachment 1 for an overview of the public parking system. The DDA is the primary funder for an unlimited use downtown transit pass (the go!pass) and a funder for the Get Downtown program, which is a partnership of the DDA, Ann Arbor Area Transportation Authority (AAATA), and City of Ann Arbor, housed at the 4

7 AAATA. GetDowntown distributes go!passes on behalf of the DDA to downtown employers and can provide information about usage, including type of business and more, as well as recent survey data. The Get!Downtown website is located at: The DDA compiles information on the health and growth of Downtown Ann Arbor and will work with the consultant team to make planning and trend data available, including a downtown market analysis and projections, downtown zoning and master plan, current transit options and bike network, City non-motorized plan, and County Affordable Housing needs assessment. The DDA anticipates the consultant will gather information on trip patterns and other information needed to determine the following: A. Current /Future Parking Supply and Demand: Do We Have a Parking Problem? Assess current demand levels in the public parking system and in individual parking facilities. Assess demand seasonality, across day part, and day of the week. How often/when/where do parking facilities reach capacity? How long are patrons parking? Assess parking demand trends since How has usage changed? Parse out information by user groups. For instance, how much demand is being placed on the public parking system by downtown residents? Downtown events? Downtown employees, including City and County government employees? How is the availability/attractiveness of alternate transportation choices (transit, bicycles, van pool, etc.) interrelating with parking demand? Is there sufficient transit service to meet demand across day part and day of the week in downtown Ann Arbor s job shed? Will the AAATA s impending new transit services funded by the 2014 millage address this gap, or are there still transit gaps to be aware of? B. Current Parking Policies Is there a good balance between monthly parking permits and hourly parking spaces in the parking system and in each parking facility? Are parking rates a determining factor affecting demand? Compare Ann Arbor parking rates with other Michigan communities and the University of Michigan parking system. Compare parking rates with costs for transportation alternatives. Are there opportunities to better maximize usage of existing public parking facilities? How is current supply and demand of parking and other transportation options impacting attraction and retention of downtown businesses, employees, visitors, and residents? Where are strengths and shortfalls? How are DDA investments in downtown transportation programs and facilities having an impact? How do parking and transportation options affect the success, diversity, and number of downtown business types? How price-sensitive or convenience-sensitive are the various downtown user groups? 5

8 C. Anticipating the Future What is the projected parking demand over the next five to ten years, based on trend data, including utilization, anticipated future downtown development, etc? Is this demand due to mode shifts or is this new demand? How is this going to be affected by such things as planned AAATA service improvements, demographic changes, downtown commercial changes including office occupancy, greater residential densities in the urban core, infrastructure investment and other shifts? What is the projected transit, biking and walking demand over the next five to ten years based on trend data in this and similar communities? Is this demand due to mode shifts or is this new demand? How is this going to be affected by such things as planned AAATA service improvements, demographic changes, downtown commercial changes including office occupancy, greater residential densities in the urban core, infrastructure investment and other shifts? After this report is completed, what reports should the DDA receive from its parking operator and transportation partners every month, quarter or year to enable it to stay abreast of parking and transportation demand changes due to things such as new development, construction, businesses leaving or coming to downtown, price changes, transit service additions, etc? Phase II: New pragmatic, strategic, actionable parking and transportation strategies Over time the DDA has developed an array of parking and transportation strategies which it uses to support downtown development and activities. As downtown continues to evolve, an updated set of TDM-based strategies must be developed, in addition to new services and new facilities. The consultant will utilize the findings produced in Phase 1 of this project and compile an expanded tool kit to assist the DDA as it manages parking and transportation investments to support downtown growth, livability, and vitality. Recommendations should include a range of options and be organized by anticipated impact, cost, and priority. This list of recommended options could include, but is not limited to concepts such as: For instance, Should additional public parking be constructed to meet current and future demand as a way of encouraging future downtown development and encouraging downtown business and residential success? If so, would this be structured parking, and in what location and for what type of users? When will this additional parking be needed? What kinds of effective and financially supportable alternative transportation alternatives should be developed to meet current and anticipated future needs? Would expanding payment options through new technology affect transit and parking demand while not affecting the financial underpinning of the public parking system? 6

9 If so, what kinds of technologies would you recommend? Please include examples where these payment options are successfully and cost-effectively being utilized. What kinds of City zoning policies would be recommended to encourage greater TDM behaviors? Project Approach This study is intended to generate quantifiable findings about parking supply and demand in downtown Ann Arbor, as well as findings about the usage and attractiveness of transit and other transportation choices by downtown users, and demographic information by travel mode and pattern. Data and findings will inform a set of pragmatic and strategic recommendations for future parking policies, possible parking system additions, new transit services, bicycle accommodations and elements that will help the DDA accomplish its mission to strengthen downtown and encourage private investment. These recommendations must be appropriately designed for Ann Arbor, Michigan, including taking into account the sprawling land use in much of the job shed surrounding Ann Arbor, the shortage of regional public transportation options, and the high cost of housing in Ann Arbor. Further, these recommendations must balance two important concerns. The first point is the need to guarantee growing public parking system revenues. This is essential to ensure that sufficient funding is available to pay for parking system debt service, payments to the City s general fund, funding for transportation programs, and of course parking system operations, repairs, and maintenance. At the same time, the availability and attractiveness of transportation and parking options must continually be improved upon to support the continued growth and prosperity of downtown and its quality of life. Optional Service and Deliverable: getdowntown Survey: On behalf of the getdowntown program, the DDA is interested in conducting a survey of employers and employees (two distinct and separate groups) in downtown Ann Arbor. The survey will target downtown Ann Arbor employees and employers on their awareness of the getdowntown Program, assess the effectiveness of the getdowntown services, and collect data on the commuting habits of downtown employees. The getdowntown Program previously conducted similar surveys in 2001, 2005, 2009, 2011, and The consultant, DDA, and getdowntown Program may determine that there is benefit in conducting a 2015 survey in coordination with the TDM analysis to better understand 7

10 transportation trends in downtown Ann Arbor. If the proposer feels their team can perform this service, please include this element as part of your qualifications submittal. Read more about the survey project scope in Attachment 2. SECTION 3 RFQ SUBMITTAL REQUIREMENTS 1. Firm Identification. State the full name, address, telephone number, and web site address of the (lead) firm and the address of any local branches or offices whose staff will be used in the project. Indicate whether you operate as an individual, partnership or corporation. If a joint venture is contemplated, state the names and addresses of the other firms involved. If subcontractors are to be used, they must be identified in the same way. Provide the name, title, address, , and telephone number of the individual to whom correspondence and other contacts should be directed during the consultant selection process. Provide the name, title, address, , and telephone number of the individual who will negotiate with the DDA and who can contractually bind the proposer s firm. 2. Statement of Understanding. State your understanding of the project, your proposed approach to the assignment and your firm s role in accomplishing those tasks. Indicate what tasks you would typically require the client (DDA) to provide. 3. Technical and Management Approach. Include the names and positions of the primary staff who would be involved in and administer this project, including sub-consultant staff. Designate who will be the Principal, who will be the Project Manager in charge of the project, and who will be the DDA s contact throughout the project. Provide the qualifications, experience, and project responsibilities of the team members assigned to this project. Provide details about their role in previous projects similar to this initiative. Briefly address how the efforts of each of the team members will be coordinated. If the work is to be shared among firms and offices at different locations, indicate what work is to be performed in each office. Proposals must discuss workload for all key team members, indicating their expected availability and the percentage of their time that will be devoted to the contract. 4. Previous Experience. Provide detailed information about previous projects of this nature, with an emphasis on the experience of the staff members involved. 8

11 Provide examples for three or more similar project types, including an electronic or hard copy of the study/plan (hard copies of plans will not contribute to the 50 page submittal limit). Include information on project scope, staff involved, proposed and actual schedule, and original budget and final cost. Include names, phone numbers, and addresses for client contacts. 5. Project Schedule. Indicate your team s capacity to commit to a six month project schedule starting in summer

12 SECTION 4 Attachments 10

13 Attachment 1 The Downtown Ann Arbor Parking System In the 1960 s, the City of Ann Arbor established downtown as a parking exempt district, as a strategy to discourage removal of buildings for business parking. Currently, no off-street parking is required for added floor area, except for premium or bonus floor area allowed under the zoning ordinance. As part of this strategy, the City committed itself to providing public parking throughout the downtown to provide parking for public and private uses. The public parking system includes a variety of parking facilities and contains approximately 8,000 parking spaces. The DDA has had a management agreement with the City of Ann Arbor to operate Cityowned and leased parking facilities since The current management agreement is in place until The revenue generated by the DDA parking system is used for several purposes. These funds are used to operate, maintain, repair and make improvements and additions to the parking system. The City is provided with 17% gross parking revenues (approximately $3.1 million in FY 2014) which it uses for a variety of governmental purposes. The DDA utilizes approximately $800,000/year to pay for downtown transportation programs, including the go!pass, enhanced transit service on key routes serving downtown employees, NightRide, express bus service, bicycle facilities, the getdowntown program, and more. The City of Ann Arbor is responsible for managing parking in the residential areas surrounding downtown, and for parking enforcement, and retains all parking ticket revenues. Since the last parking study in 2007 there have been changes to the public parking system. The Library Lane structure was added in 2012 and a replacement garage was constructed at First/Washington in Three parking lots were removed (Fifth & William lot in 2014, Fingerle lot in 2013, City Hall lot in 2011). During that period the number of downtown residents has nearly doubled, and now stands at over 5,100. Downtown commercial activity has also increased. The most recent Swisher Commercial 2014 year-end office/flex space vacancy report reported downtown commercial vacancy as being 3.62%, which was down from 6.78% the year before. Downtown/Near Downtown Public Parking Facilities Attended Structures Total Hourly Spaces Monthly Permits Spaces Fourth/Washington 281 Yes Handicapped only Maynard 807 Yes Yes Forest (1) 576 Yes Yes First/Washington 243 After 3pm Yes 11

14 Fourth/William 994 Yes Yes Liberty Square 575 Yes Yes Ann/Ashley 829 Yes Yes Library Lane 744 Yes Yes Attended Lots S. Ashley (Kline) 143 Yes No First/Huron 167 Yes No Monthly Permit Lots First/William 111 Yes after 6pm Yes 5 th /Huron 56 No Yes Metered Hourly Lots Main/William 21 Yes No Farmer s Market (2) 72 Yes No City Hall 14 Yes No Kerrytown 24 Yes No Fourth/Catherine 44 Yes No Community High (3) 75 Yes No Depot Lot 35 Yes No Broadway Bridge 16 Yes No Main/Ann 43 Yes No Street Meters (4) 2,205 Yes No TOTAL 8,075 (1) The structure is jointly owned by the City of Ann Arbor and University of Michigan, and members of the public and UM faculty/staff share the structure without designated spaces. There are a total of 835 parking spaces in the structure. (2) The lot is closed for public parking during Farmers Market hours on Wednesday, Saturday, and Sunday, as well as for special events approved by the Farmers Market including weddings, and nonprofit fund raisers. (3) These parking spaces are not available during school hours but are available on Saturdays and during the summer. (4) The number of street meters is variable. In addition to the public parking system, there are other parking facilities in downtown Ann Arbor. 12

15 The University of Michigan central campus is located in downtown, and the UM owns/operates several parking structures and lots for its faculty, staff, and visitors. They do not provide parking for their students. The UM does provide parking for their visitors in hourly parking lots. Other government agencies located downtown also own and operate their own parking facilities, including GSA, which operates the Federal Building which houses courts and a downtown post office; Washtenaw County; Ann Arbor Public Schools; the Ann Arbor District Library; and the City of Ann Arbor. There are many privately-owned parking lots in the downtown. 13

16 Attachment 2 Description of getdowntown Survey Work BACKGROUND The getdowntown program is a partnership between the City of Ann Arbor, the Ann Arbor Downtown Development Authority (DDA) and the Ann Arbor Area Transportation Authority (AAATA). The getdowntown program provides information and assistance to downtown businesses and employees on commuting options, such as biking, riding the bus, walking, carsharing and carpooling. It also runs many sustainable transportation programs and events throughout the year including the annual Commuter Challenge. More information about the getdowntown program is available at The getdowntown program has conducted four previous surveys to inform it of the commuting habits of employees who work in downtown Ann Arbor. These surveys were conducted in 2001, 2005, 2009, 2011, and The getdowntown program wishes to work with a firm to conduct the 2015 survey, provide analysis of the 2015 survey, and compare and contrast the 2015 survey to previous surveys conducted in 2001, 2005, 2009, 2011, and Survey response for the 2013 survey was as follows: - The employer survey response rate was 70% with 194 responding. - The employee participation was 637 respondents. - Therefore, total survey completion in 2013 was 831 surveys. In 2015, the getdowntown program has 1,172 businesses (employers) in its database. The consultant will work with the getdowntown program to identify a sample size for both the employer and employee 2015 survey groups. 14

17 SCOPE On behalf of the getdowntown program, the Ann Arbor DDA may contract services to conduct the 2015 survey of employers and employees (two distinct and separate groups) in downtown Ann Arbor. The survey for each group has already been written by the getdowntown program. The survey will target downtown Ann Arbor employees and employers on their awareness of the getdowntown Program, assess the effectiveness of getdowntown services, and collect data on the commuting habits of downtown employees. The survey will build on the information from past evaluations (conducted in 2001, 2005, 2009, 2011, and 2013) to provide benchmarking data on the commuting habits of downtown Ann Arbor employees and to gauge the success and the effectiveness of the getdowntown Program over time. The consultant will be responsible for identifying the sample audience to survey, and conducting the survey. Once the survey is completed, the consultant will provide a written analysis of the survey results, and provide a written analysis of it compared and contrasted to previous surveys (previous surveys were conducted in 2001, 2005, 2009, 2011, and 2013). The analysis will provide the getdowntown program insight into the awareness and use of the program and the commuting behavior of downtown Ann Arbor employees. The consultant will present the findings to getdowntown program staff and Advisory Board. RESPONSIBILITIES A. Responsibilities of the Consultant: 1. Determine the sample size and with the getdowntown program agree upon the number of complete surveys to be obtained. 2. Create final copies of the employee and employer surveys, in both English and Spanish. 3. Provide the survey to employees and employers, in both electronic and paper form, and assist the target audience in completing the surveys. 4. Obtain an agreed-upon completion rate of surveys from employees and employers. 5. Follow up with employers and employees who do not respond in order to have them complete the survey. 6. Provide a written analysis of the 2015 survey results (both groups). 7. Provide a written analysis of survey results compared and contrasted to previous surveys. This will be a detailed report with analysis and recommendations. 15

18 8. Present findings to getdowntown Staff and Advisory Board. B. Responsibilities of the getdowntown Program 1. Assist the successful Proposer in creating the look of the employer and employee survey. 2. Provide a database listing all downtown Ann Arbor organizations with contact information, when available. 3. Provide samples of previous employee and employer surveys. 4. Provide analysis of previous surveys. 16

19 Attachment 3 Standard Professional Services Agreement AGREEMENT BETWEEN AND THE ANN ARBOR DDA FOR PROFESSIONAL SERVICES The Ann Arbor DDA, a Michigan municipal corporation, having its offices at 150 S. Fifth Ave., Ann Arbor, Michigan ("DDA"), and ( Consultant ) a(n) (State where organized) (Partnership, Sole Proprietorship, or Corporation) with its address at agree as follows on this day of, 20. The Consultant agrees to provide professional services to the DDA under the following terms and conditions: I. DEFINITIONS Contract Administrator means, acting personally or through any appropriate staff member. Deliverables means all Data, Plans, Reports, Recommendations, and other materials developed for or delivered to DDA by Consultant under this Agreement Project means: Downtown Transportation Demand Management Study. II. DURATION This Agreement shall become effective on, 2015, and shall conclude as outlined in Exhibit by. III. SERVICES A. The Consultant agrees to provide (type of service) services ("Services") in connection with the Project as described in Exhibit A. The DDA retains the right to make changes to the quantities of service within the general scope of the Agreement at any time by a written order. If the changes add to or deduct from the extent of the services, the contract sum shall be adjusted accordingly. All such changes shall be executed under the conditions of the original Agreement. 17

20 B. Quality of Services under this Agreement shall be of the level of professional quality performed by experts regularly rendering this type of service. Determination of acceptable quality shall be made solely by the Contract Administrator. C. The Consultant shall perform its Services for the Project in compliance with all statutory, regulatory and contractual requirements now or hereafter in effect as may be applicable to the rights and obligations set forth in the Agreement. D. The Consultant may rely upon the accuracy of reports and surveys provided to it by the DDA except when defects should have been apparent to a reasonably competent professional or when it has actual notice of any defects in the reports and surveys. IV. COMPENSATION OF CONSULTANT A. The Consultant shall be paid in the manner set forth in Exhibit B. Payment shall be made monthly, unless another payment term is specified in Exhibit B, following receipt of invoices submitted by the Consultant, and approved by the Contract Administrator. B. The Consultant will be compensated for Services performed in addition to the Services described in Section III, only when those additional Services have received prior written approval of the Contract Administrator. Compensation will be on the basis of reasonable time spent and reasonable quantities of materials used, according to the schedule of rates in Exhibit B. The Contract Administrator shall be the sole arbitrator of what shall be considered reasonable under this provision. C. The Consultant shall keep complete records of time spent and materials used on the Project so that the DDA may verify invoices submitted by the Consultant. Such records shall be made available to the DDA upon request and submitted in summary form with each invoice. V. INSURANCE/INDEMNIFICATION A. The Consultant shall procure and maintain during the life of this contract, such insurance policies, including those set forth below, as will protect itself and the Ann Arbor DDA, and their officers, employees, and agents from all claims for bodily injuries, death or property damage which may arise under this contract; whether the acts were made by the Consultant or by any subcontractor or anyone employed by them directly or indirectly. The following insurance policies are required: 1. Professional Liability Insurance protecting the Consultant and its employees in an amount not less than $1,000,

21 2. Worker's Compensation Insurance in accordance with all applicable state and federal statutes. Further, Employers Liability Coverage shall be obtained in the following minimum amounts: Bodily Injury by Accident - $500,000 each accident Bodily Injury by Disease - $500,000 each employee Bodily Injury by Disease - $500,000 each policy limit 3. Commercial General Liability Insurance equivalent to, as a minimum, Insurance Services Office form CG The Ann Arbor DDA shall be added as additional insured. There shall be no added exclusions or limiting endorsements including, but not limited to: Products and Completed Operations, Explosion, Collapse and Underground Coverage or Pollution. Further, the following minimum limits of liability are required: $1,000,000 Each occurrence as respect Bodily Injury Liability or Property Damage Liability, or both combined $2,000,000 Per Job General Aggregate $1,000,000 Personal and Advertising Injury 4. Motor Vehicle Liability Insurance, including Michigan No-Fault Coverages, equivalent to, as a minimum, Insurance Services Office form CA Coverage shall include all owned vehicles, all nonowned vehicles and all hired vehicles. Further, the limits of liability shall be $1,000,000 for each occurrence as respects Bodily Injury Liability or Property Damage Liability, or both combined. 5. Umbrella/Excess Liability Insurance shall be provided to apply in excess of the Commercial General Liability, Employers Liability and the Motor Vehicle coverage enumerated above, for each occurrence and for aggregate in the amount of $1,000,000. B. Insurance required under V.A.3 and V.A.4 of this contract shall be considered primary as respects any other valid or collectible insurance that the DDA may possess, including any self-insured retentions the DDA may have; and any other insurance the DDA does possess shall be considered excess insurance only and shall not be required to contribute with this insurance. Further, the Contractor agrees to waive any right of recovery by its insurer against the DDA. 19

22 C. In the case of all contracts involving on-site work, the Consultant shall provide to the DDA, before the commencement of any work under this contract, documentation demonstrating it has obtained the above mentioned policies. Documentation must provide and demonstrate an unconditional 30 day written notice of cancellation in favor of the Ann Arbor DDA. Further, the documentation must explicitly state the following: (a) the policy number; name of insurance company; name and address of the agent or authorized representative; name and address of insured; project name; policy expiration date; and specific coverage amounts; (b) any deductibles or self-insured retentions which shall be approved by the DDA, in its sole discretion; (c) that the policy conforms to the requirements specified. An original certificate of insurance may be provided as an initial indication of the required insurance, provided that no later than 21 calendar days after commencement of any work the Consultant supplies a copy of the endorsements required on the policies. Upon request, the Consultant shall provide within 30 days a copy of the policy(ies) to the DDA. If any of the above coverages expire by their terms during the term of this contract, the Consultant shall deliver proof of renewal and/or new policies to the Administering Service Area/Unit at least ten days prior to the expiration date. D. Any insurance provider of Consultant shall be admitted and authorized to do business in the State of Michigan and shall carry and maintain a minimum rating assigned by A.M. Best & Company s Key Rating Guide of A- Overall and a minimum Financial Size Category of V. Insurance policies and certificates issued by non-admitted insurance companies are not acceptable unless approved in writing by the DDA. E. To the fullest extent permitted by law, for any loss not covered by insurance under this contract, the Consultant shall indemnify, defend and hold the DDA, its officers, employees and agents harmless from all suits, claims, judgments and expenses including attorney's fees resulting or alleged to result, to its proportionate extent, from any negligent, grossly negligent, reckless and/or intentional wrongful or tortious acts or omissions by the Consultant or its employees and agents occurring in the performance of this Agreement. VI. COMPLIANCE REQUIREMENTS A. Nondiscrimination. The Consultant agrees to comply with the nondiscrimination provisions of Chapter 112 of the Ann Arbor City Code. B. Living Wage. The Consultant agrees to comply with the living wage provisions of Chapter 23 of the Ann Arbor City Code. 20

23 VII. WARRANTIES BY THE CONSULTANT A. The Consultant warrants that the quality of its Services under this Agreement shall conform to the level of professional quality performed by experts regularly rendering this type of service. B. The Consultant warrants that it has all the skills, experience, and professional licenses necessary to perform the Services specified in this Agreement. C. The Consultant warrants that it has available, or will engage, at its own expense, sufficient trained employees to provide the Services specified in this Agreement. D. The Consultant warrants that it is not, and shall not become overdue or in default to the DDA for any contract, debt, or any other obligation to the DDA including real and personal property taxes. VIII. TERMINATION OF AGREEMENT A. If either party is in breach of this Agreement for a period of fifteen (15) days following receipt of notice from the non-breaching party with respect to a breach, the non-breaching party may pursue any remedies available to it against the breaching party under applicable law, including but not limited to, the right to terminate this Agreement without further notice. B. The DDA may terminate this Agreement if it decides not to proceed with the Project by notice pursuant to Article XII. If the Project is terminated for reasons other than the breach of the Agreement by the Consultant, the Consultant shall be compensated for reasonable time spent and reasonable quantities of materials used prior to notification of termination. C. Consultant acknowledges that, if this Agreement extends for several fiscal years, continuation of this Agreement is subject to appropriation of funds for this Project. If funds to enable the DDA to effect continued payment under this Agreement are not appropriated or otherwise made available, the DDA shall have the right to terminate this Agreement without penalty at the end of the last period for which funds have been appropriated or otherwise made available by giving written notice of termination to the Consultant. The Contract Administrator shall give the Consultant written notice of such non-appropriation within thirty (30) days after it receives notice of such non-appropriation. D. The remedies provided in this Agreement will be cumulative, and the assertion by a party of any right or remedy will not preclude the assertion by such party of any other rights or the seeking of any other remedies. 21

24 IX. OBLIGATIONS OF THE DDA A. The DDA shall notify the Consultant of any defects in the Services of which the Contract Administrator has actual notice. X. ASSIGNMENT A. The Consultant shall not subcontract or assign any portion of any right or obligation under this Agreement without prior written consent from the DDA. Notwithstanding any consent by the DDA to any assignment, Consultant shall at all times remain bound to all warranties, certifications, indemnifications, promises and performances, however described, as are required of it under the Agreement unless specifically released from the requirement, in writing, by the DDA. The DDA and Consultant acknowledge that will be joining the Consultant (name of primary) team to assist as outlined in Exhibits A and B. B. The Consultant shall retain the right to pledge payment(s) due and payable under this Agreement to third parties. C. The Fee Schedule, as outlined in Exhibit B, is inclusive of the work of any and all authorized consultants and (primary service providers) acknowledges that it will be responsible for the work of any consultants (sub consultant name) included in Exhibit B. XI. NOTICE All notices and submissions required under this Agreement shall be by personal delivery or by first-class mail, postage prepaid, to the address stated in this Agreement or such other address as either party may designate by prior written notice to the other. Notice shall be considered delivered under this Agreement when personally delivered to the Contract Administrator or placed in the U.S. mail, postage prepaid to the Administering Service Area/Unit, care of the Contract Administrator. XII. CHOICE OF LAW This Agreement will be governed and controlled in all respects by the laws of the State of Michigan, including interpretation, enforceability, validity and construction. The parties submit to the jurisdiction and venue of the Circuit Court for Washtenaw County, State of Michigan, or, if original jurisdiction can be established, the United States District Court for the Eastern District of Michigan, Southern Division, with respect to any action arising, directly or indirectly, out of this Agreement or the performance or breach of this Agreement. The parties stipulate that the venues referenced in this Agreement are convenient and waive any claim of non-convenience. 22

25 XIII. OWNERSHIP OF DOCUMENTS Upon completion or termination of this Agreement, all documents (i.e., deliverables) prepared by or obtained by the Consultant as provided under the terms of this Agreement shall be delivered to and become the property of the DDA. Original basic survey notes, sketches, charts, drawings, partially completed drawings, computations, quantities and other data shall remain in the possession of the Consultant as instruments of service unless specifically incorporated in a deliverable, but shall be made available, upon request, to the DDA without restriction or limitation on their use. The DDA acknowledges that the documents are prepared only for the Project. Prior to completion of the contracted Services the DDA shall have a recognized proprietary interest in the work product of the Consultant. Unless otherwise stated in this Agreement, any intellectual property owned by Consultant prior to the effective date of this Agreement (i.e., preexisting information) shall remain the exclusive property of Consultant even if such Preexisting Information is embedded or otherwise incorporated in materials or products first produced as a result of this Agreement or used to develop Deliverables. The DDA s right under this provision shall not apply to any Preexisting Information or any component thereof regardless of form or media. XIV. CONFLICT OF INTEREST Consultant certifies it has no financial interest in the Services to be provided under this Agreement other than the compensation specified herein. Consultant further certifies that it presently has no personal or financial interest, and shall not acquire any such interest, direct or indirect, which would conflict in any manner with its performance of the Services under this Agreement. XV. SEVERABILITY OF PROVISIONS Whenever possible, each provision of this Agreement will be interpreted in a manner as to be effective and valid under applicable law. However, if any provision of this Agreement or the application of any provision to any party or circumstance will be prohibited by or invalid under applicable law, that provision will be ineffective to the extent of the prohibition or invalidity without invalidating the remainder of the provisions of this Agreement or the application of the provision to other parties and circumstances. XVI. EXTENT OF AGREEMENT This Agreement, together with any affixed exhibits, schedules or other documentation, constitutes the entire understanding between the DDA and the Consultant with respect to the subject matter of the Agreement and it supersedes, unless otherwise incorporated by reference herein, all prior representations, negotiations, agreements or understandings whether written or oral. Neither party has relied on any prior representations, of any kind or nature, in entering into this Agreement. This Agreement may be altered, amended or modified only by written amendment signed by the Consultant and the DDA. 23

26 FOR CONSULTANT FOR THE ANN ARBOR DDA By Authorized Representative By John Mouat DDA, Board Chair By Susan Pollay, Executive Director Approved as to Form and Content Jerry Lax, DDA Attorney 24