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Home My WebLink AboutBID - 10194 Transfort Modem ReplacementsBID 10194 Transfort Modem Replacements Page 1 of 42 INVITATION TO BID 10194 TRANSFORT MODEM REPLACEMENTS BID OPENING: 3:00 PM MT (our clock), July 31, 2025 The City of Fort Collins is requesting bids from qualified Service Providers for cellular modems and antennas to update current unsupported modems in transit supervisor vehicles. As part of the City’s commitment to Sustainable Purchasing, electronic bid submission is preferred. Bids shall be submitted online through the Rocky Mountain E-Purchasing System (RMEPS) at http://www.bidnetdirect.com/colorado/city-of-fort-collins. Please note: submitting bids through RMEPS may need additional time for completion. Bids not submitted by the designated Opening Date and Time will not be accepted by the system. The City encourages all disadvantaged business enterprises to submit bid in response to all invitations to bid. 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. Any additional questions should be submitted, preferably in writing via email, to Ed Bonnette, CPM, CPPB, Senior Buyer, at ebonnette@fcgov.com with a copy to Project Manager, Meghan Allen at MAllen@fcgov.com , no later than 3:00 PM MT (our clock) on July 21, 2025. Please format your e-mail to include: Bid 10194 TRANSFORT MODEM REPLACEMENTS in the subject line. Questions received after this deadline may not be answered. Responses to all questions submitted before the deadline will be addressed in an addendum and posted on the Rocky Mountain E-Purchasing System webpage. Rocky Mountain E-Purchasing System hosted by BidNet: A copy of the Bid may be obtained at http://www.bidnetdirect.com/colorado/city-of-fort-collins. This BID has been posted utilizing the following Commodity Code(s): 20458 Modems, External, Data Communications 20659 Modems, External Data Communications Prohibition of Unlawful Discrimination: The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d- 4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 fcgov.com/purchasing BID 10194 Transfort Modem Replacements Page 2 of 42 harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its Service Provider to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party Service Providers and their subcontractors/subconsultants at every tier. Colorado Open Records Act: The City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any bid submitted hereunder is subject to public disclosure by the City pursuant to CORA and City ordinances. All submitted bids, Bid Forms, and the awarded contract will be considered public records subject to disclosure under CORA. By responding to this Bid, Service Provider hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. Special Instructions: All bids must be properly signed by an authorized representative of the company with the legal capacity to bind the company to the agreement. Bids may be withdrawn up to the date and hour set for closing. Once bids have been accepted by the City and closing has occurred, failure to enter into contract or honor the purchase order will be cause for removal of Service Provider's name from the City of Fort Collins' bidders list for a period of twelve months from the date of the opening. The City may also pursue any remedies available at law or in equity. Bid prices must be held firm for a period of ninety (90) days after bid openings. Submission of a bid is deemed as acceptance of all terms, conditions and specifications contained in the City's specifications initially provided to the Service Provider. Any proposed modification must be accepted in writing by the City prior to award of the bid. Only bids properly received by the Purchasing Office will be accepted. All bids should be clearly identified by the bid number and bid name contained in the bid proposal. No bid will be accepted from, or any purchase order awarded, to any person, firm or corporation in default on any obligation to the City. Bids must be furnished exclusive of any federal excise tax, wherever applicable. Service Providers must be properly licensed and secure necessary permits wherever applicable. The City may elect where applicable, to award bids on an individual item/group basis or on a total bid basis, whichever is most beneficial to the City. The City reserves the right to accept or reject any and all bids, and to waive any irregularities or informalities. 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. Freight Terms: Unless otherwise noted, all freight is F.O.B. Destination, Freight Prepaid. All freight charges must be included in prices submitted on proposal. BID 10194 Transfort Modem Replacements Page 3 of 42 Collusive or Sham Bids: Any bid deemed to be collusive or a sham bid will be rejected and reported to authorities as such. Your authorized signature of this bid assures that such bid is genuine and is not a collusive or sham bid. 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. Vendor Registration: The City requires a new Service Provider receiving awards from the City to submit IRS form W-9 and requires all Service Providers to accept 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. Please do not submit these documents with your proposal, however, if you take exception to participating in Direct Deposit (Electronic) payments please clearly note such in your proposal as an exception. The City may waive the requirement to participate in Direct Deposit (Electronic) payments at its sole discretion. Bid results are posted online at http://www.bidnetdirect.com/colorado/city-of-fort-collins. Gerry Paul Purchasing Director BID 10194 Transfort Modem Replacements Page 4 of 42 CITY OF FORT COLLINS GENERAL INFORMATION The City of Fort Collins is requesting bids for cellular modems and antennas to update current unsupported modems in transit supervisor vehicles. Schedule The following represents the City’s target schedule for the bid. The City reserves the right to amend the target schedule at any time. • Bid issuance: July 14, 2025 • Question deadline: 3:00 PM MT on July 21, 2025 • Bid Opening Date: 3:00 MT (our clock) on July 31, 2025 • Award of Contract (tentative): August 8, 2025 Method of Award The City reserves the right to split the bid award in whatever percentages are most advantageous to the City. Award(s) from this bid will be based primarily on lowest bid prices as well as the maintenance and support plan costs over five (5) years. Delivery lead times and exceptions taken will also be considered. Future orders may be authorized, at the option of the City, from this bid for a period of five years after bid closing date. Satisfactory pricing and delivery are required for future orders based on this bid. Agreement The awarded Service Provider will receive a Purchase Order from the City authorizing work under this Agreement. Service Provider should not begin any Work prior to receipt of the Purchase Order. The awarded Service Provider is also expected to sign the City’s standard Services Agreement, a sample of which is attached. The Agreement will be effective for a period of one year. At the option of the City, the Agreement may be extended for up to an additional four (4) one-year periods. Renewals and pricing changes shall only be negotiated and agreed to by both parties at least thirty (30) days prior to Agreement expiration. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to the Agreement expiration date. Invoices & Payments Invoices should be emailed monthly or after a shipment to invoices@fcgov.com with a copy to the Project Manager. The cost of the item(s) delivered shall be paid to the Service Provider each month following the submittal of a correct invoice. Service Provider should include Purchase Order Number and a detailed description of item(s) on each invoice submitted. The City pays invoices on Net 30 terms. BID 10194 Transfort Modem Replacements Page 5 of 42 Fees, Licenses, Permits The successful Service Provider shall be responsible for obtaining any necessary licenses, fees or permits without additional expense to the City. All equipment shall be properly licensed and insured, carry the appropriate permits and be placarded as required by law. Laws and Regulations All work and/or materials must meet current standards in force by recognized technical and professional societies, trade and materials supply associations, institutes and organizations, bureaus and testing laboratories. The Service Provider agrees to comply fully with all applicable local, State of Colorado and Federal laws and regulations and municipal ordinances to include American Disabilities Act (ADA). The Service Provider further agrees to comply fully with the Occupational Safety and Health Act, all regulations issued there under, and all state laws and regulations enacted and adopted pursuant thereto. Insurance Service Provider is responsible for providing the City with insurance as required in the attached Agreement. Warranty Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with delivery and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. Delivery Delivery of all items shall be to: City of Fort Collins Transfort Maintenance Facility 6570 Portner Road Fort Collins, CO 80525 Attn: Mike Conley Freight terms: F.O.B. destination freight prepaid. All freight charges must be included in pricing submitted on the Bid Schedule, and not entered as separate pricing. Any surcharges or additional costs shall be noted & included in proposed pricing. BID 10194 Transfort Modem Replacements Page 6 of 42 CITY OF FORT COLLINS BID SUBMITTAL INSTRUCTIONS The following items must be provided in the bid submittal package: 1) Completed Bid Submittal Form, consisting of eight (9) pages, including: • Bid Schedule & Warranty Information (1 page) • References List, providing documentation of at least three (3) reference projects. (3 pages) • List of Subcontractors to be used on project (if applicable) (1 page) • Acknowledgement (1 page) • Signed and Dated Buy America Build America Certification (2 pages) • Signed and Dated Byrd Anti-Lobbying Certification (1 page) • Additional documents may be submitted in Word or PDF. Failure to submit any of the above may result in your bid being considered non-responsive. BID 10194 TRANSFORT MODEM REPLACEMENTS I. ITEMS TO BID Item 1 Description: Modems, Ericsson Cradlepoint R980 Router w/1yr NetCloud Essen Plan or approved equal. No installation or configuration. Will use existing Cellular service provider. Hardware will be new equipment, and not refurbished. In the event a bidder wishes to propose an equivalent, the City will evaluate the proposed alternative based on the product specifications, quality, standardization, interchangeability, compatibility with existing system components, maintenance, spares, training, and total cost of ownership. The City’s evaluation and determination of equivalence shall be final. Optional remote management capabilities. See below for additional specifications Quantity: 60 Item 1 Modems additional specifications: Technical INTERFACES Modem: Embedded 5G NR FR1 and 4G LTE modem • 4 x SMA cellular antenna connectors • 2 x 4FF SIM slots • 1 x MFF2 eSIM hardware BID 10194 Transfort Modem Replacements Page 7 of 42 Ethernet: • 2 x GbE RJ45 (LAN/WAN switchable) Wi-Fi: Dual-radio, dual-band, concurrent operation (2.4 GHz and 5 GHz) • 2x2 MU-MIMO 802.11ax Wi-Fi 6 with DFS • Modes: AP, Wireless Client, and Wi-Fi as WAN • 574 Mbps (2.4 GHz) and 1.2 Gbps (5 GHz) • 2 x RP-SMA Wi-Fi antenna connectors • Global Optimized Wi-Fi and International SDR • WPA/WPA2/WPA3 Personal, WPA2/WPA3 Enterprise, Open • 802.11k, 802.11v • Wi-Fi Alliance Certified Bluetooth: N/A Expansion: 1 x USB 2.0 Type A (Output: 5 V, 500 mA, 2.5 W) with screw lock feature for mechanically secure connections GNSS / GPS: 1 x SMA GNSS antenna connector GNSS / GPS Acquisition: (Time to First Fix) 30 seconds (cold start) Protocols: • NMEA 0183 • TAIP Constellations: • GPS • Galileo • GLONASS • BeiDou (concurrent reception) Accuracy: Autonomous 1 meter Update Rate: 1 Hz (once per second) Sensitivity: • Acquisition: -148 dBm • Tracking: -161 dBm • Cold start: -146 dBm Frequencies: L1 Power: • Voltage Supply: 2.9-3.15 VDC • Max Current: 100 mA ENVIRONMENTAL Temperature: • Operating: -30 °C to 70 °C (-22 °F to 158 °F) • Storage: -40 °C to 85 °C (-40 °F to 185 °F) Humidity: • Operating: 10% to 95% • Storage: 5% to 95% Ingress Protection: IP64 (dust tight and splashing water) POWER Required: DC input steady state voltage range: 9–36 VDC (requires in-line fuse for vehicle installations) • For 9–24 VDC installations, use a 3 A fuse • For > 24 VDC installations, use a 2 A fuse • Connector type: 4-pin 2x2 Molex micro-fit For light rail applications: 24 VDC nominal Features: • ISO 7637-2 reverse polarity and transient voltage protection BID 10194 Transfort Modem Replacements Page 8 of 42 • Ignition sensing (automatic ON and time-delay OFF) Consumption: • Sleep: 15 mW • Idle: 8 W • Typical: 11 W • Heavy: 13 W PHYSICAL Size: 133.6 x 121.5 x 41 mm (5.26 x 4.78 x 1.61 in) Weight: 601 g (1 lb 5.2 oz) RELIABILITY Calculated MTBF: 1,407,191 hours (Telcordia SR332 at 25 °C) CERTIFICATIONS Safety: • UL/cUL • CB Scheme • EN 62368-1 Vehicle: • E-Mark • SAE J1455 Environmental Compliance: • WEEE • RoHS • REACH • California Prop 65 Security: FIPS 140-3 Level 1 Module in Process (R980 FIPS models only) Shock/Vibration/Humidity: • MIL STD 810H Method 514.8, Annex C-1, Category 4 (Vibration) • MIL STD 810H Method 516.8, Procedure I (Shock) • MIL STD 810H Method 516.8, Procedure V (Shock) Hazardous Locations: Class I Div 2 North American Fire Safety: NFPA 130 Flame Smoke Toxicity Test: BSS 7239 CLOUD SERVICES Service Plans: Ericsson NetCloud Service for Mobile, Ericsson NetCloud Service for Ruggedized IoT Service Add-Ons: NetCloud Exchange, Ericsson NetCloud Advanced Support: Ericsson NetCloud packages include support for the full subscription term. Device Management: NetCloud Manager for the full subscription term. Software Updates: NetCloud Manager for the full subscription term. WI-FI POWER FCC: • 2412-2462 MHz (2.4 GHz): 26.42 dBm Conducted • 5180–5250 MHz: 21.63 dBm Conducted • 5250–5350 MHz: 21.20 dBm Conducted • 5470–5725 MHz: 22.17 dBm Conducted • 5725–5835 MHz: 23.14 dBm Conducted IC: • 2412-2462 MHz (2.4 GHz): 26.42 dBm Conducted • 5180–5250 MHz: 16.48 dBm Conducted • 5250–5350 MHz: 18.33 dBm Conducted • 5470–5725 MHz: 22.17 dBm Conducted • 5725–5835 MHz: 23.14 dBm Conducted BID 10194 Transfort Modem Replacements Page 9 of 42 CE/UKCA: • 2412-2472 MHz (2.4 GHz): 13.91 dBm Conducted • 5180–5250 MHz: 18.04 dBm Conducted • 5250–5320 MHz: 17.92 dBm Conducted • 5500–5700 MHz: 21.48 dBm Conducted RCM: • 2412-2472 MHz (2.4 GHz): 13.91 dBm Conducted • 5180–5250 MHz: 18.04 dBm Conducted • 5250–5320 MHz: 17.92 dBm Conducted • 5500–5700 MHz: 21.48 dBm Conducted • 5725–5835 MHz: 23.14 dBm Conducted PERFORMANCE Stateful Firewall: 940 Mbps IPS/Application Aware Services: 940 Mbps Client/Traffic Analytics: 100 Mbps Point-to-Point IPsec VPN: 200 Mbps SASE/Secure Connect/SD- WAN: 85 Mbps Concurrent VPN Tunnels: 20 Concurrent Sessions (TCP): 32,000 Typical Client Count: 50 Layer 2 / Layer 3 VLANs: Up to 64 CARRIER Network Operator Certifications: 5G capable with 4G fallback Compatible with major carriers, i.e., AT&T/FirstNet, T- Mobile, Verizon Public Safety Network Certifications: • ESN (4G) • FirstNet Trusted™ • T-Mobile Connecting Heroes • T-Mobile T-Priority • Verizon Frontline Verified • Verizon Frontline Network Slice Support and Warranty - limited lifetime warranty for as long as they have a subscription license to management service plan Item 2 Description: Antennas, Cellular Antenna, 600 MHz - 6 GHz or approved equal. No installation or configuration. Hardware will be new equipment, and not refurbished. In the event a bidder wishes to propose an equivalent, the City will evaluate the proposed alternative based on the product specifications, quality, standardization, interchangeability, compatibility with existing system components, maintenance, spares, training, and total cost of ownership. The City’s evaluation and determination of equivalence shall be final. - SMA female connectors, external 600 MHz - 6 GHz cellular paddle antennas Quantity: 60 10194 TRANSFORT MODEM REPLACEMENTS BID SUBMITTAL FORM BID 10194 Transfort Modem Replacements Page 10 of 42 VENDOR NAME: SUBMITTAL DATE: A. BID SCHEDULE ADD PRICING, LEAD TIME ITEM QTY COST PER EACH EXTENDED COST LEAD TIME ITEM 1 MODEMS 60 $ $ ITEM 2 ANTENNAS 60 $ $ SHIPPING FOB FT COLLINS, CO; PREPAID TOTAL WARRANTY INFORMATION Describe or attach warranty information (if applicable) for items being bid below: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ 10194 TRANSFORT MODEM REPLACEMENTS BID SUBMITTAL FORM BID 10194 Transfort Modem Replacements Page 11 of 42 B. REFERENCES LIST PROJECT #1 Client: Location: Contract Amount: $ Contact Name: Title: Phone: Email: Start Date: Completion Date: Additional information: 10194 TRANSFORT MODEM REPLACEMENTS BID SUBMITTAL FORM BID 10194 Transfort Modem Replacements Page 12 of 42 PROJECT #2 Client: Location: Contract Amount: $ Contact Name: Title: Phone: Email: Start Date: Completion Date: Additional information: 10194 TRANSFORT MODEM REPLACEMENTS BID SUBMITTAL FORM BID 10194 Transfort Modem Replacements Page 13 of 42 PROJECT #3 Client: Location: Contract Amount: $ Contact Name: Title: Phone: Email: Start Date: Completion Date: Additional information: PLEASE NOTE: THE CITY RESERVES THE RIGHT TO REQUEST AND CONTACT ADDITIONAL REFERENCES. 10194 TRANSFORT MODEM REPLACEMENTS BID SUBMITTAL FORM BID 10194 Transfort Modem Replacements Page 14 of 42 C. SCHEDULE OF SUBCONTRACTORS Please list all subcontractors and their corresponding Work items in the space below. If not applicable, please note “N/A”. ITEM SUBCONTRACTOR 10194 TRANSFORT MODEM REPLACEMENTS BID SUBMITTAL FORM BID 10194 Transfort Modem Replacements Page 15 of 42 D. ACKNOWLEDGEMENT This form may not be redlined and must be submitted with your bid. Service Provider hereby acknowledges receipt of the City of Fort Collins Bid and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in 10194 TRANSFORT MODEM REPLACEMENTS except as otherwise noted. Additionally, Service Provider hereby makes the following representations to City: a. All of the statements and representations made in this proposal are true to the best of the Service Provider’s knowledge and belief. b. Service Provider commits that it is able to meet the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof. d. Service Provider further agrees that the method of award is acceptable. e. Service Provider also agrees to complete the proposed Service Agreement with the City of Fort Collins within 10 days of notice of award. If Service Agreement is not completed and signed within 10 days, City reserves the right to cancel and award to the next highest rated firm. f. Service Provider acknowledges receipt of addenda. g. Service Provider acknowledges no conflict of interest. h. Service Provider acknowledges that the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any bid submitted hereunder is subject to public disclosure by the City pursuant to CORA and City ordinances. All submitted bids, Bid Forms, and the awarded contract will be considered public records subject to disclosure under CORA. By responding to this Bid, Service Provider hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. Legal Firm Name: Physical Address: Remit to Address: Phone: Name of Authorized Agent of Firm: Signature of Authorized Agent: Primary Contact for Project: Title: Email Address: Phone: Cell Phone: NOTE: ALL BID SUBMITTAL FORM PAGES MUST BE COMPLETED, SIGNED WHERE REQUIRED & RETURNED WITH YOUR BID PROPOSAL PACKAGE. BID 10194 Transfort Modem Replacements Page 16 of 42 BUY AMERICA (BA), BUILD AMERICA/ BUY AMERICA (BABA) CERTIFICATION Buy America (BA) Act. The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. Build America, Buy America (BABA) Act. Construction materials used in the Project are subject to the domestic preference requirement of the Build America, Buy America Act. Pub. L. 117-58, div. G, tit. IX 70911 – 70927 (2021), as implemented by the U.S. Office of Management and Budget, the U.S. Department of Transportation, and FTA. The Recipient acknowledges that this agreement is neither a waiver of 70914(a) nor a finding under 70914(b). A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids and pay applications for the duration of the project or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America, Build America/Buy America certification must be rejected as nonresponsive . This requirement does not apply to lower tier subcontractors. BIDDER MUST SIGN THE FOLLOWING: Certification requirement for Buy America - procurement of steel, iron, or manufactured products and that the products pass the two part BABA test for determining if a product qualifies as a domestic end product (i) the item must be manufactured in the US, and (ii) more than 65 percent of the cost of all the component parts must be manufactured in the US. Indemnification: If the products are determined to be non -compliant at any point during the agreement or future audit, the Contractor will be responsible for any liability incurred by the City. The Contractor agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever, brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. BIDDER or OFFEROR: The bidder or offeror hereby certifies that it will meet the requirements of Buy America 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 C.F.R. Part 661.5 , Build America, Buy America Act. Pub. L. 117-58, div. G, tit. IX 70911 – 70927 (2021). BID 10194 Transfort Modem Replacements Page 17 of 42 Date _________________________________________________________________ Signature _____________________________________________________________ Company Name ________________________________________________________ Title _________________________________________________________________ SUPPLIER OR DISTRIBUTOR: The Supplier or Distributor hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 C.F.R. Part 661.5 , Build America, Buy America Act. Pub. L. 117-58, div. G, tit. IX 70911 – 70927 (2021). Date _________________________________________________________________ Signature _____________________________________________________________ Company Name ________________________________________________________ Title _________________________________________________________________ MANUFACTURER: The Manufacturer hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 C.F.R. Part 661.5 , Build America, Buy America Act. Pub. L. 117-58, div. G, tit. IX 70911 – 70927 (2021). Date _________________________________________________________________ Signature _____________________________________________________________ Company Name ________________________________________________________ Title BID 10194 Transfort Modem Replacements Page 18 of 42 Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) CERTIFICATION The Contractor attests that it has filed the required certification under the Byrd Anti -Lobbying Amendment. The Contractor attests that it has certified 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. The Contractor further attests that it has disclosed, and will continue to disclose, any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. The undersigned 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. (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). (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. 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. __________________________ Entity Name __________________________ Signature of Authorized Official __________________________ Name and Title of Authorized Official __________________________ Date Services Agreement BID 10194 Transfort Modem Replacements Page 19 of 42 Official Purchasing Document Last updated 4/2025 ATTACHMENT A SAMPLE SERVICES AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN) SERVICES AGREEMENT This Services Agreement (Agreement) made and entered into the day and year set forth in the Agreement Period section below by and between the CITY OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation, (City) and , a(n) [enter state] [business type], (Service Provider). 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 Service Provider agrees to provide Services in accordance with the Scope of Services (Services) attached hereto as Exhibit A, consisting of [# of Pages] and incorporated herein. Irrespective of references to named third parties in this Agreement and its Exhibits, the Service Provider shall be solely responsible for performance of all duties hereunder. 2. Changes. The City may, at any time during the term of the Agreement, make changes to the Agreement. Such changes shall be agreed upon in writing by the parties. 3. Agreement Period. This Agreement shall commence , 20(Year) (the Effective Date) and shall continue in full force and effect until , 20(Year), 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 [choose one] additional one-year period(s). Renewals and pricing changes shall be negotiated by and agreed to by both parties only at the time of renewal. Written notice of renewal shall be provided to the Service Provider no later than thirty (30) days prior to Agreement end. 4. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause or penalty by providing at least ten (10) calendar days written notice of termination to the Service Provider. In the event of early termination by the City, the Service Provider shall be paid for Services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider 's obligations under this Agreement. Service Provider shall submit a final invoice within ten (10) calendar days of the effective date of termination. Payment shall be the Service Provider's sole right and remedy for such termination. 5. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: Services Agreement BID 10194 Transfort Modem Replacements Page 20 of 42 Official Purchasing Document Last updated 4/2025 Service Provider: City: Copy to: Attn: Email Address City of Fort Collins Attn: PO Box 580 Fort Collins, CO 80522 Email Address City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com All notices under this Agreement shall be written. 6. Compensation. In consideration of the Services to be performed pursuant to this Agreement, the City agrees to pay the Service Provider a fixed fee in the amount of ???? ($????)in accordance with Exhibit [choose one], consisting of [# of Pages], attached and incorporated herein. Monthly partial payments based upon the Service Provider's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the Service Provider's City-verified progress in completing the Services to be performed pursuant hereto and upon the City's approval of the Service Provider 's actual reimbursable expenses. Final payment shall be made following acceptance by the City of the Services. Invoices shall be emailed to invoices@fcgov.com with a copy to the City Project Manager. The cost of the Services completed shall be paid to the Service Provider following the submittal of a correct itemized invoice by the Service Provider. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays undisputed invoices on Net 30 days from the date of the invoice submittal to the City or, for disputed invoices, Net 30 days from the date of City Project Manager’s approval. 7. Design and Service Standards. The Service Provider warrants and shall be responsible for the professional quality, technical accuracy, accessibility requirements under ADA and Public Accommodations and Technology Accessibility sections below, timely completion and the coordination of all Services rendered by the Service Provider, and the Project Instruments as defined in the Project Instruments and License section below. The Service Provider shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies from such standards. 8. Indemnification. The Service Provider shall indemnify, defend, and hold harmless the City and its officers and employees, to the maximum extent permitted under Colorado law, against and from any and all actions, suits, claims, demands, or liability of any character whatsoever claimed by the Service Provider or third parties against the City arising out of or related to this Agreement (including but not limited to contract, tort, intellectual property, accessibility, or otherwise). This obligation extends to reimbursement of the City's defense costs and reasonable attorney’s fees. Services Agreement BID 10194 Transfort Modem Replacements Page 21 of 42 Official Purchasing Document Last updated 4/2025 9. Insurance. The Service Provider shall maintain insurance in accordance with Exhibit [choose one] consisting of [# of Pages], attached and incorporated herein. 10. Appropriation. To the extent this Agreement or any provision in it. requires payment of any nature in fiscal years subsequent to the current fiscal year and constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by Fort Collins City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which there are no pledged cash reserves or supporting appropriations pledged irrevocably for purposes of payment obligations herein. Non-appropriation by the City shall not be construed as a breach of this Agreement. 11. City Project Manager. The City will designate, before commencement of the Services, the City Project Manager who will make, within the scope of their authority, all necessary and proper decisions with reference to the Services provided under this Agreement. All requests for contract interpretations, change order, and other clarification or instruction shall be directed to the City Project Manager. The initial City Project Manager for this Agreement is [Enter Name] and can be reached at [Enter Email] or [Enter Phone]. The City Project Manager is subject to change by the City. 12. Independent Contractor. The Services to be performed by the Service Provider are those of an independent contractor and not of an employee of the City. The City shall not be responsible for withholding or remitting any portion of Service Provider's compensation hereunder or any other amounts on behalf of Service Provider for the payment of FICA, Workmen's Compensation, unemployment insurance, other taxes or benefits or for any other purpose. 13. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an Agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 14. Subcontractors/Subconsultants. Service Provider may not subcontract any of the Services without the prior written consent of the City, which shall not be unreasonably withheld. If any of the Services are 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 Services Agreement BID 10194 Transfort Modem Replacements Page 22 of 42 Official Purchasing Document Last updated 4/2025 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 Service Provider. The Service Provider shall require all subcontractor/subconsultants performing Service(s) hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement in accordance with Exhibit [choose one]. The Service Provider shall maintain a copy of each subcontractor’s/subconsultant’s certificate evidencing the required insurance. Upon request, the Service Provider shall provide the City with a copy of the certificate(s) within two (2) business days. The Service Provider shall be responsible for any liability directly or indirectly arising out of the Services performed under this Agreement by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. 15. Acceptance Not Waiver. The City 's approval of Project Instruments furnished hereunder shall not in any way relieve the Service Provider of responsibility for the quality or technical accuracy of the Services. 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. 16. Warranty. a. Service Provider warrants that all Services performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for Services of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any Services shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all Services must be of a quality acceptable to City. c. Service Provider warrants all equipment, materials, labor and other Services, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and Service quality for the original manufacturer’s warranty term or a period beginning with the start of the Services and ending twelve (12) months from and after final acceptance under the Agreement, whichever is time is longer, regardless of whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from the City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 17. Default. Each and every term and condition hereof shall be deemed to be a material element Services Agreement BID 10194 Transfort Modem Replacements Page 23 of 42 Official Purchasing Document Last updated 4/2025 of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, that party may be declared in default upon notice. 18. Remedies. In the event a party has been declared in default, that defaulting party shall be allowed a period of ten (10) calendar days from the date of notice 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 themselves of any other remedy at law or equity. In the event of a dispute between the parties regarding this Agreement, each party shall bear its own attorney fees and costs, except as provided for in the Indemnification and Technology Accessibility sections. 19. Entire Agreement; Binding Effect; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction and the matter recited herein. This Agreement supersedes any prior Agreements, promises, or understandings as to the matter recited herein. The Agreement 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. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 20. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and Municipal Code shall govern the construction, interpretation, execution, and enforcement of this Agreement —without regard to choice of law or conflict of law principles. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in U.S. District Court for the District of Colorado. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, that holding shall not invalidate or render unenforceable any other provision of this Agreement. 21. Use by Other Agencies. The City reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts (collectively Agency) to use the City’s award determination to the Service Provider. Use by any other Agency shall not have a negative impact on the City in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the City in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the Services Agreement BID 10194 Transfort Modem Replacements Page 24 of 42 Official Purchasing Document Last updated 4/2025 other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any Agreement established between them and the Service Provider. The City’s concurrence hereunder is subject to the Service Provider’s commitment that this authorization shall not have a negative impact on the Services to be completed for the City. 22. Prohibition Against Unlawful Discrimination. The Service Provider acknowledges that the City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. § 2000d to 2000d-4); C.R.S. § 24-34-401, and any associated State or Federal laws and regulations strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. Pursuant to City policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The Service Provider shall comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 23. ADA and Public Accommodations. In performing the Services required hereunder, the Service Provider agrees to meet all requirements of the Americans with Disabilities Act of 1990, C.R.S. § 24-85-101, and all applicable rules and regulations (ADA), and all applicable Colorado public accommodation laws, which are imposed directly on the Service Provider or which would be imposed on the City as a public entity. 24. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, and under any other applicable law. 25. Colorado Open Records Act. Service Provider acknowledges that the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-200, et seq. (CORA), and documents in the City’s possession may be considered public records subject to disclosure under the CORA. The parties agree that this Agreement and all incorporated Exhibits, unless specifically marked as Confidential, are considered public records under the CORA. 26. Delay. Time is of the essence. Subject to Force Majeure, if the Service Provider is temporarily delayed in whole or in part from performing its obligations, then the Service Provider shall provide written notice to the City within two (2) business days defining the nature of the delay. Provision of written notice under this Section shall not operate as a waiver of any Services Agreement BID 10194 Transfort Modem Replacements Page 25 of 42 Official Purchasing Document Last updated 4/2025 rights or benefits provided to the City under this Agreement. 27. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the party that could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the affected party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Service Provider must provide notice to the City of such condition within ten (10) calendar days from the onset of such condition. 28. Special Provisions. Special provisions or conditions relating to the Services to be performed pursuant to this Agreement are set forth in Exhibit [choose one] - Confidentiality, consisting of four (4) pages, incorporated herein. 29. Order of Precedence. In the event of a conflict or inconsistency within this Agreement, the conflict or inconsistency shall be resolved by giving preference to the documents in the following order of priority: a. The body of this Agreement (and any written amendment), b. Exhibits to this Agreement, and c. The Purchase Order document. 30. Prohibited Terms. Nothing in any Exhibit or other attachment shall be construed as a waiver of any provision above. Any terms included in any Exhibit or other attachment that requires the City to indemnify or hold Service Provider harmless; requires the City to agree to binding arbitration; limits Service Provider’s liability; or that conflicts with statute, City Charter or City Code in any way, shall be void. [Signature Page Follows] Services Agreement BID 10194 Transfort Modem Replacements Page 26 of 42 Official Purchasing Document Last updated 4/2025 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: SERVICE PROVIDER By: Printed: Title: Date: Services Agreement BID 10194 Transfort Modem Replacements Page 27 of 42 Official Purchasing Document Last updated 4/2025 EXHIBIT A SCOPE OF SERVICES Services Agreement BID 10194 Transfort Modem Replacements Page 28 of 42 Official Purchasing Document Last updated 4/2025 EXHIBIT [CHOOSE ONE] BID SCHEDULE/ COMPENSATION The following pricing shall remain fixed for the initial term of this Agreement. Any applicable price adjustments may only be negotiated and agreed to in writing at the time of renewal. Services Agreement BID 10194 Transfort Modem Replacements Page 29 of 42 Official Purchasing Document Last updated 4/2025 EXHIBIT [CHOOSE ONE] INSURANCE REQUIREMENTS The Service Provider 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 Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. 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 Service Provider, 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 Service Provider under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain Worker’s Compensation and Employer’s Liability insurance during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this Agreement. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Service Provider shall maintain during the life of this Agreement General 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 General Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The Service Provider shall maintain during the life of this Agreement 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 Automobile Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. Services Agreement BID 10194 Transfort Modem Replacements Page 30 of 42 Official Purchasing Document Last updated 4/2025 EXHIBIT [CHOOSE ONE] CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by Service Provider under this Agreement, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this Agreement, the party who owns the referenced information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this Agreement refers to information that is not public and/or is proprietary, including but not limited to location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, ideas, City customer identifiable information (including account, address, billing, consumption, contact, and other customer data), utility metering data, service billing records, customer equipment information. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, Service Provider shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the City, including but not limited to the non-exclusive list of Confidential Information above. In the case of disclosure in non-documentary form of non- customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party before the execution of this Agreement and related to the services for which Service Provider has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The City and Service Provider shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this Exhibit, which shall survive this Agreement as an on-going obligation of the Parties. Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this Agreement. Services Agreement BID 10194 Transfort Modem Replacements Page 31 of 42 Official Purchasing Document Last updated 4/2025 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party: (a) was generally known to the public through no wrongful act of the Receiving Party; (b) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (c) has been approved for release by a written authorization by the other party hereto; or (d) has been disclosed pursuant to a requirement of a governmental agency or by operation of law, subject to Paragraph 5 below. 5. Required Disclosure. Notwithstanding Paragraph 4(d) above, if the Receiving Party receives a request (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with immediate notice of such request, so the Disclosing Party may seek an appropriate protective order before disclosure or waive the Receiving Party’s compliance with this Exhibit. The Receiving Party shall furnish a copy of this Exhibit with any disclosure. Notwithstanding this Paragraph 5, Receiving Party shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required by law or authorized in writing by Disclosing Party. 6. Data Protection and Data Security. Service Provider shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of Confidential Information and shall have written Agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. (a) Service Provider’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) • Information Classification and Handling • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications • Network and Security Monitoring • Application Development Security • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments Services Agreement BID 10194 Transfort Modem Replacements Page 32 of 42 Official Purchasing Document Last updated 4/2025 • Hosted Services • Personnel Security (b) Subcontractors. Service Provider may use subcontractors, though such activity shall not release or absolve Service Provider from the obligation to satisfy all conditions of this Agreement, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Confidential Information received, for any subcontractor Service Provider may use. Accordingly, any release of data, confidential information, or failure to protect information under this Agreement by a subcontractor or affiliated party shall be attributed to Service Provider and may be considered to be a material breach of this Agreement. 7. Information Storage. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the Service Provider can ensure security for the Confidential Information so stored. Workstations or laptops to be used in the Services will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 8. Continuing Obligation. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Services and or Agreement and at any time thereafter unless specifically authorized by the City in writing. 9. Termination Remedy. If Service Provider breaches any of the terms of this Exhibit, in the City’s sole discretion, the City may immediately terminate this Agreement and withdraw Service Provider’s right to access Confidential Information. 10. Return of Information. Notwithstanding any other provision of this Agreement to provide Project Instruments and work product, all material, i.e., various physical forms of media in which Confidential Information is stored, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon return of such materials, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Upon Disclosing Party’s request, written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 11. Injunctive Relief. Service Provider Receiving Party acknowledges that the Disclosing Party may, based upon the representations made in this Agreement, disclose security information that is critical to the continued success of the Discloser’s business. Accordingly, Receiving Party agrees that the Disclosing Party does not have an adequate remedy at law for breach of this Agreement and therefore, the Disclosing Party shall be entitled, as a non-exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this Agreement. Services Agreement BID 10194 Transfort Modem Replacements Page 33 of 42 Official Purchasing Document Last updated 4/2025 EXHIBIT A FEDERAL TRANSIT ADMINISTRATION FEDERALLY REQUIRED AND OTHER MODEL CONTRACT CLAUSES NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES Applies to all FTA-Assisted Third-Party Contracts and Subcontracts. No Obligation by the Federal Government. 1. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 2. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the sub-contractor who will be subject to it provisions. Records retentions and access to sites of performance Applies to all FTA-Assisted Third-Party Contracts and Subcontracts. 1. For a period of three years following Contract closing, the Contractor and its subcontractors shall maintain, preserve and make available to the City, the FTA Administrator, the Comptroller General of the United States, and any of their authorized representatives, access at all reasonable times to any books, documents, papers and records of Contractor which are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, otherwise comply with 49 U.S.C. § 5325(g), and federal access to records requirements as set forth in the applicable U.S. DOT Common Rule. 2. The Contractor shall maintain and the City shall have the right to examine and audit all records and other evidence sufficient to reflect properly all prices, costs or rates negotiated and invoiced in performance of this Contract. This right of examination shall include inspection at all reasonable times of the Contractor’s offices engaged in performing the Contract. 3. If this Contract is completely or partially terminated, the Contractor shall make available the records relating to the work terminated until 3 years after any resulting final termination settlement. The Contractor shall make available records relating to appeals under the Disputes clause or to litigation or the settlement of claims arising under or relating to this Contract until such appeals, litigation, or claims are finally resolved. 4. Access to Records and Reports” applies with equal force and effect to any subcontractors hired by the Contractor to perform Work under this Contract. The Contractor shall insert this provision in all subcontracts under this Contract and require subcontractor compliance therewith. 5. Access to the Sites of Performance. The Recipient agrees to permit, and to require its Third Party Participants to permit, FTA to have access to the sites of performance of its Award, the accompanying Underlying Agreement, and any Amendments thereto, and to make site visits as needed in compliance with the U.S. DOT Common Rules. Services Agreement BID 10194 Transfort Modem Replacements Page 34 of 42 Official Purchasing Document Last updated 4/2025 6. Closeout. Closeout of the Award does not alter the record retention or access requirements of this section of this Master Agreement. FEDERAL CHANGES Applies to all FTA-Assisted Third-Party Contracts and Subcontracts. 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 (EEO, TITLE VI & ADA) Applies to all FTA-Assisted Third-Party Contracts and Subcontracts. The following requirements apply to the underlying contract: a) The Recipient agrees that it must comply with applicable federal civil rights laws, regulations, requirements, and guidance, and follow applicable federal guidance, except as the Federal Government determines otherwise in writing. Therefore, unless a Recipient or a federal program, including the Tribal Transit Program or the Indian Tribe Recipient, is specifically exempted from a civil rights statute, FTA requires compliance with that civil rights statute, including compliance with equity in service. b) Nondiscrimination in Federal Public Transportation Programs. The Recipient agrees to, and assures that it and each Third-Party Participant, will: (1) Prohibit discrimination based on the basis of race, color, religion, national origin, sex, disability, or age. (2) Prohibit the: (a) Exclusion from participation in employment or a business opportunity for reasons identified in 49 U.S.C. § 5332, (b) Denial of program benefits in employment or a business opportunity identified in 49 U.S.C. § 5332, or (c) Discrimination, including discrimination in employment or a business opportunity identified in 49 U.S.C. § 5332. (3) Follow: (a) The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance, and other applicable federal guidance that may be issued, but (b) FTA does not require an Indian Tribe to comply with FTA program- specific guidelines for Title VI when administering its Underlying Agreement supported with federal assistance under the Tribal Transit Program. c) Nondiscrimination – Title VI of the Civil Rights Act. The Recipient agrees to, and assures that each Third Party Participant, will: (1) Prohibit discrimination based on race, color, or national origin, (2) Comply with: (a) Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq., (b) U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964,” 49 C.F.R. part 21, and (c) Federal transit law, specifically 49 U.S.C. § 5332, and (3) Follow: (a) The most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance, (b) U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3, and (c) All other applicable federal guidance that may be issued. d) Equal Employment Opportunity. (1) Federal Requirements and Guidance. The Recipient agrees to, and assures that each Third Party Participant will, prohibit Services Agreement BID 10194 Transfort Modem Replacements Page 35 of 42 Official Purchasing Document Last updated 4/2025 discrimination on the basis of race, color, religion, sex, or national origin, and: (a) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (b) Facilitate compliance with Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order No. 11246, Relating to Equal Employment Opportunity,” 42U.S.C. § 2000e note, (c) Comply with Federal transit law, specifically 49 U.S.C. § 5332, as stated in section a, and (d) Comply with FTA Circular 4704.1other applicable EEO laws and regulations, as provided in Federal guidance, including laws and regulations prohibiting discrimination on the basis of disability, except as the Federal Government determines otherwise in writing, (2) General. The Recipient agrees to: (a) Ensure that applicants for employment are employed and employees are treated during employment without discrimination on the basis of their: 1 Race, 2 Color, 3 Religion, 4 Sex, 5 Disability, 6 Age, or 7 National origin, (b) Take affirmative action that includes, but is not limited to: 1 Recruitment advertising, 2 Recruitment, 3Employment, 4 Rates of pay, 5 Other forms of compensation, 6 Selection for training, including apprenticeship, 7 Upgrading, 8 Transfers, 9 Demotions, 10 Layoffs, and 11 Terminations, but (b) Indian Tribe. Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of "Employer". (3) Equal Employment Opportunity Requirements for Construction Activities. 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 the compliance of each Third Party Participant, with: (a) U.S. DOL regulations, “Office of Federal Contract Compliance Programs, September 2019 Equal Employment Opportunity, Department of Labor,” 41 C.F.R. chapter 60, and (b) Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order No. 11246, Relating to Equal Employment Opportunity,” 42U.S.C. § 2000e note. e) Disadvantaged Business Enterprise. To the extent authorized by applicable federal laws and regulations, the Recipient agrees to facilitate, and assures that each Third- Party Participant will facilitate, participation by small business concerns owned and controlled by socially and economically disadvantaged individuals, also referred to as “Disadvantaged Business Enterprises” (DBEs), in the Underlying Agreement as follows: (1) Statutory and Regulatory Requirements. The Recipient agrees to comply with: (a) Section 1101(b) of the FAST Act, 23 U.S.C. §101 note, (b) U.S. DOT regulations, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs,” 49 C.F.R. part 26, and (c) Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12a of this Master Agreement. (2) DBE Program Requirements. A Recipient that receives planning, capital and/or operating assistance and that will award prime third-party contracts exceeding $250,000 in a federal fiscal year must have a DBE program meeting the requirements of 49 C.F.R. Part 26, which is approved by FTA, and establish an annual DBE participation goal. (3) Special Requirements for a Transit Vehicle Manufacturer (TVM). The Recipient agrees that: (a) TVM Certification. Each TVM, as a condition of being authorized to bid or propose on FTA-assisted transit vehicle procurements, must certify that it has complied with the requirements of 49 C.F.R. part 26, and (b) Reporting TVM Awards. Within 30 days of any third-party contract award for a vehicle purchase, the Recipient must submit to FTA the name of the TVM contractor and the total dollar value of the third-party contract and notify FTA that this information has been attached to FTA’s electronic award and management system, the Recipient must also submit subsequent notifications if options are exercised in subsequent years to ensure the TVM is still in good standing. (4) Assurance. As required by 49 C.F.R. § Services Agreement BID 10194 Transfort Modem Replacements Page 36 of 42 Official Purchasing Document Last updated 4/2025 26.13(a): (a) Recipient Assurance. The Recipient agrees and assures that: 1 It must not discriminate on the basis of race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT-assisted contract, or in the administration of its DBE program or the requirements of 49 C.F.R. part 26, 2 It must take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in the award and administration of U.S. DOT- assisted contracts, 3 Its DBE program, as required under 49 C.F.R. part 26 and as approved by U.S. DOT, is incorporated by reference and made part of the Underlying Agreement, and 4 Implementation of its DBE program approved by U.S. DOT is a legal obligation and failure to carry out its terms shall be treated as a violation of this Master Agreement. (b) Subrecipient/Third Party Contractor/Third Party Subcontractor Assurance. The Recipient agrees and assures that it will include the following assurance in each subagreement and third party contract it signs with a Subrecipient or Third Party Contractor and agrees to obtain the agreement of each of its Subrecipients, Third Party Contractors, and Third Party Subcontractors to include the following assurance in every subagreement and third party contract it signs: 1 The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must not discriminate on the basis of race, color, national origin, or sex in the award and performance of any FTA or U.S. DOT-assisted subagreement, third party contract, and third party subcontract, as applicable, and the administration of its DBE program or the requirements of 49 C.F.R. part 26, 2 The Subrecipient, each Third Party Contractor, and each Third Party Subcontractor must take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination in the award and administration of U.S. DOT-assisted subagreements, third party contracts, and third party subcontracts, as applicable, 3 Failure by the Subrecipient and any of its Third Party Contractors or Third Party Subcontractors to carry out the requirements of this subparagraph 13.d(4)(b) is a material breach of this subagreement, third party contract, or third party subcontract, as applicable, and 4 The following remedies, or such other remedy as the Recipient deems appropriate, include, but are not limited to, withholding monthly progress payments; assessing sanctions; liquidated damages; and/or disqualifying the Subrecipient, Third Party Contractor, or Third Party Subcontractor from future bidding as non-responsible. (5) Remedies. Upon notification to the Recipient of its failure to carry out its approved program, FTA or U.S. DOT may impose sanctions as provided for under 49 C.F.R. part 26, and, in appropriate cases, refer the matter for enforcement under either or both 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. § 3801 et seq. f) Nondiscrimination on the Basis of Sex. The Recipient agrees to comply with federal prohibitions against discrimination on the basis of sex, including: (1) Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq., (2) U.S. DOT regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. part 25, and (3) Federal transit law, specifically 49 U.S.C. § 5332. g) Nondiscrimination on the Basis of Age. The Recipient agrees to comply with federal prohibitions against discrimination on the basis of age, including: (1) The Age Discrimination in Employment Act, 29 U.S.C. §§ 621 – 634, which prohibits discrimination on the basis of age, (2) U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, (3) The Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., which prohibits discrimination against individuals on the basis of age in Services Agreement BID 10194 Transfort Modem Replacements Page 37 of 42 Official Purchasing Document Last updated 4/2025 the administration of Programs, Projects, and related activities receiving federal assistance, (4) U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, and (5) Federal transit law, specifically 49 U.S.C. § 5332. h) Nondiscrimination on the Basis of Disability. The Recipient agrees to comply with the following federal prohibitions against discrimination on the basis of disability: (1) Federal laws, including: (a) section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of disability in the administration of federally assisted Programs, Projects, or activities, (b) The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities: 1 For FTA Recipients generally, Titles I, II, and III of the ADA apply, but 2 For Indian Tribes, Titles II and III of the ADA apply, but Title I of the ADA does not apply because it exempts Indian Tribes from the definition of “employer,” (c) The Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, (d) Federal transit law, specifically 49 U.S.C. § 5332, which now includes disability as a prohibited basis for discrimination, and (e) Other applicable federal laws, regulations and requirements pertaining to access for seniors or individuals with disabilities. (2) Federal regulations, including: (a) U.S. DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 C.F.R. part 37, (b) U.S. DOT regulations, “Nondiscrimination on the Basis of Disability in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,” 49 C.F.R. part 27, (c) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB) and U.S. DOT regulations, “Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. part 1192 and 49 C.F.R. part 38, (d) U.S. DOT regulations, “Transportation for Individuals with Disabilities: Passenger Vessels,” 49 C.F.R. part 39, (e) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability in State and Local Government Services,” 28 C.F.R. part 35, (f) U.S. DOJ regulations, “Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities,” 28 C.F.R. part 36, (g) U.S. EEOC, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. part 1630, (h) U.S. Federal Communications Commission regulations, “Telecommunications Relay Services and Related Customer Premises Equipment for Persons with Disabilities,” 47 C.F.R. part 64, Subpart F, (i) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,” 36 C.F.R. part 1194, and (j) FTA regulations, “Transportation for Elderly and Handicapped Persons,” 49 C.F.R. part 609, and (k) Other applicable federal civil rights and nondiscrimination guidance. (i) Drug or Alcohol Abuse - Confidentiality and Other Civil Rights Protections. The Recipient agrees to comply with the confidentiality and civil rights protections of: (1) The Drug Abuse Office and Treatment Act of 1972, as amended, 21 U.S.C. § 1101 et seq., (2) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. § 4541 et seq., and (3) The Public Health Service Act, as amended, 42 U.S.C. §§ 290dd – 290dd-2. (j) Access to Services for Persons with Limited English Proficiency. The Recipient agrees to promote accessibility of public transportation services to persons with limited understanding of English by following: (1) Executive Order No. 13166, “Improving Access to Services for Persons with Limited English Proficiency,” August 11, 2000, 42 Services Agreement BID 10194 Transfort Modem Replacements Page 38 of 42 Official Purchasing Document Last updated 4/2025 U.S.C. § 2000d-1 note, and (2) U.S. DOT Notice, “DOT Policy Guidance Concerning Recipients’ Responsibilities to Limited English Proficiency (LEP) Persons,” 70 Fed. Reg. 74087, December 14, 2005. (k) Other Nondiscrimination Laws, Regulations, Requirements, and Guidance. The Recipient agrees to comply with other applicable federal nondiscrimination laws, regulations, and requirements, and follow federal guidance prohibiting discrimination. (l) Remedies. Remedies for failure to comply with applicable federal Civil Rights laws, regulations, requirements, and guidance may be enforced as provided in those federal laws, regulations, or requirements. (m) Free Speech and Religious Liberty. The recipient shall ensure that Federal funding is expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements: including, but not limited to, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS (Per FTA C 4330.1F) Applies to all FTA-Assisted Third-Party Contracts and Subcontracts. 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 4220.1F, 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 comply with any City requests which would cause the City to be in violation of the FTA terms and conditions. ENERGY CONSERVATION REQUIREMENTS Applies to all FTA-Assisted Third-Party Contracts and Subcontracts. Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plans under the Energy Policy and Conservation Act, as amended 42 U.S.C. § 6321, et. seq., and perform an energy assessment for any building constructed, reconstructed, or modified with federal assistance required under FTA regulations, “Requirements for Energy Assessments,” 49 CFR Part 622, subpart C. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR §200.216) Applies to all FTA-Assisted Third-Party Contracts and Subcontracts. Contractor is prohibited from using equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). a. For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video Services Agreement BID 10194 Transfort Modem Replacements Page 39 of 42 Official Purchasing Document Last updated 4/2025 surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). b. Telecommunications or video surveillance services provided by such entities or using such equipment. c. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. TERMINATION Provisions (appendix II to Part 200) Applies to all contracts except micro-purchases. a. Termination for Convenience. The City may terminate this Contract, in whole or in part, for any reason, upon five (5) days written notice to the Contractor. In such event, the City shall pay the Contractor its costs, including reasonable Contract close-out costs, and profit on Work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in a manner the City directs. b. Termination for Breach. Either Party’s failure to perform any of its material obligations under this Contract, in whole or in part or in a timely or satisfactory manner, will be a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) days after the institution of such proceeding, will also constitute a breach. In the event of a breach, the non-breaching Party may provide written notice of the breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within thirty (30) days after delivery of notice, the non-breaching Party may exercise any of its remedies provided under this Contract or at law, including immediate termination of the Contract. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION Applies to all contracts and subcontracts exceeding $25,000. Suspension and Debarment Executive. The contractor attests that it is not listed on the government-wide exclusions in the System for Award Management (SAM). The Contractor agrees to the following: (a) It will comply with the requirements of 2 C.F.R. part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 C.F.R. part 1200, which include the following: (a) It will not enter into any arrangement to participate in the development or implementation of the Project with any Third Party Participant that is debarred or suspended except as authorized by: 1 U.S. DOT regulations, “Non-procurement Suspension and Debarment,” 2 C.F.R. part 1200, 2 U.S. OMB, “Guidelines to Agencies on Government wide Debarment and Suspension (Non-procurement),” 2 C.F.R. part 180, including any amendments thereto, and 3 Executive Orders Nos. 12549 and 12689, “Debarment and Suspension,” 31 U.S.C. § 6101 note, (b) It will Services Agreement BID 10194 Transfort Modem Replacements Page 40 of 42 Official Purchasing Document Last updated 4/2025 review the U.S. GSA “System for Award Management,” https://www.sam.gov, if required by U.S. DOT regulations, 2 C.F.R. part 1200, and (c) It will include, and require each of its Third Party Participants to include, a similar provision in each lower tier covered transaction, ensuring that each lower tier Third Party Participant: 1 Will comply with Federal debarment and suspension requirements, and 2 Reviews the “System for Award Management” at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2 C.F.R. part 1200, and (b) If the Recipient suspends, debars, or takes any similar action against a Third-Party Participant or individual, the Recipient will provide immediate written notice to the: (a) FTA Regional Counsel for the Region in which the Recipient is located or implements the Project, (b) FTA Project Manager if the Project is administered by an FTA Headquarters Office, or (c) FTA Chief Counsel. NOTICE TO FTA AND U.S. DOT INSPECTOR GENERAL OF INFORMATION RELATED TO FRAUD, WASTE, ABUSE OR OTHER LEGAL MATTERS Applies to all contracts and subcontracts exceeding $25,000. The prime contractor is required to “flow down” this requirement to subcontractors. a. If a current or prospective legal matter that may affect the Federal Government emerges, the Recipient must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the Recipient is located. The Recipient must include a similar notification requirement in its Third Party Agreements and must require each Third Party Participant to include an equivalent provision in its subagreements at every tier, for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220. 1. The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. 2. Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements. 3. Additional Notice to U.S. DOT Inspector General. The Recipient must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Recipient is located, if the Recipient has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. This responsibility occurs whether the Project is subject to this Agreement or another agreement between the Recipient and FTA, or an agreement involving a principal, officer, employee, agent, or Third Party Participant of the Recipient. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the Recipient. In this paragraph, “promptly” Services Agreement BID 10194 Transfort Modem Replacements Page 41 of 42 Official Purchasing Document Last updated 4/2025 means to refer information without delay and without change. This notification provision applies to all divisions of the Recipient, including divisions tasked with law enforcement or investigatory functions. b. Federal Interest in Recovery. The Federal Government retains the right to a proportionate share of any proceeds recovered from any third party, based on the percentage of the federal share for the Underlying Agreement. Notwithstanding the preceding sentence, the Recipient may return all liquidated damages it receives to its Award Budget for its Underlying Agreement rather than return the federal share of those liquidated damages to the Federal Government, provided that the Recipient receives FTA’s prior written concurrence. c. Enforcement. The Recipient must pursue its legal rights and remedies available under any third party agreement or any federal, state, or local law or regulation. BYRD ANTI-LOBBYING amendment (31 u.s.c. 1352) Applies to all contracts exceeding $100,000. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractor attests that it has filed the required certification under the Byrd Anti-Lobbying Amendment. Contractor attests that it has certified 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. Contractor further attests that it has disclosed, and will continue to disclose, any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. If contract exceeds $100,000 the contractor is required to sign the attached certification. BUY AMERICA (BA), BUILD AMERICA/ BUY AMERICA (BABA) CERTIFICATION Buy America (BA) Act. The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. Build America, Buy America (BABA) Act. Construction materials used in the Project are subject to the domestic preference requirement of the Build America, Buy America Act. Pub. L. 117-58, div. G, tit. IX 70911 – 70927 (2021), as implemented by the U.S. Office of Management and Budget, the U.S. Department of Transportation, and FTA. The Recipient acknowledges that this agreement is neither a waiver of 70914(a) nor a finding under 70914(b). A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids and pay applications for the duration of the project or Services Agreement BID 10194 Transfort Modem Replacements Page 42 of 42 Official Purchasing Document Last updated 4/2025 offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America, Build America/Buy America certification must be rejected as nonresponsive . This requirement does not apply to lower tier subcontractors. CITY OF FORT COLLINS BID PROTEST PROCEDURES Applies to all contracts except micro-purchases. 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. Title VI of the Civil Rights Act of 1964 Applies to all contracts except micro-purchases. The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this contract or agreement. Increasing Seat Belt Use in the United States Applies to all contracts except micro-purchases. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), the City encourages its contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented, or personally owned vehicles. Reducing Text Messaging While Driving Applies to all contracts except micro-purchases. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), the City encourages its employees, subrecipients, and contractors to adopt and enforce policies that ban text messaging while driving, and the City has established workplace safety policies to decrease accidents caused by distracted drivers.