Loading...
HomeMy WebLinkAboutSERVICECO INC - CONTRACT - BID - 5352 TRANSFORT FUEL SUPPLIERSERVICES AGREEMENT TRANSFORT FUEL SUPPLIER THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and SERVICECO, INC , hereinafter referred to as "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 attached hereto as Exhibit "A", consisting of three (3)pages, and incorporated herein by this reference 2. Contract Period This Agreement shall commence March 1, 1999, and shall continue in full force and effect until December 31, 1999, 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 four (4) additional one year periods Pricing changes shall be negotiated by and agreed to by both parties Service Provider may be required to provide proof of increased costs in order to justify requested price increases Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end 3 Delay If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition 4. Early Termination by City/Notice Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses 1 Exhibit C FEDERAL REQUIREMENTS TABLE OF CONTENTS Buy America Requirements Page 1 Cargo Preference Requirements Page 2 Seismic Safety Requirements Page 3 Energy Conservation Requirements Page 4 Clean Water Requirements Page 5 Lobbying Page 8 Access to Records and Reports Page 9 Federal Changes Page10 Bonding Requirements Page 11-14 Clean Air Page 15 Recycled Products Page 16 Contract Work Hours and Safety Standards Act Page 23-24 No Government Obligation to Third Parties Page 26 Program Fraud and False or Fraudulent Statements Page 27 Termination Page 28-30 Governmentwide Debarment and Suspension (Nonprocurement) Page 31-32 Privacy Act Page 33 Civil Rights Requirements Page 34 Breaches and Dispute Resolution Page 35 Patent and Rights in Data Page 36-38 Disadvantaged Business Enterprise (DBE) Page 39-41 Interests of Members of or Delegates to Congress Page 42 Incorporation of Federal Transit Administration (FTA) Terms Page 43 ATTACHMENTS Attachment 1 Buy America Requirements 4 pages BUY AMERICA REQUIREMENTS 49 U.S.C. 53230)49 CFR Part 661 The Buy America regulation, at 49 CFR 661 13, requires notification of the Buy America requirements in FTA-funded contracts The contractor agrees to comply with 49 U S C 53230) and 49 CFR 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 CFR 661 7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, software, and small purchases (currently less than $100,000) made with capital, operating, or planning funds Separate requirements for rolling stock are set out at 53230)(2)(C) and 49 CFR 661 11 Rolling stock not subject to a general waiver must be manufactured in the United States and have a 60 percent domestic content CARGO PREFERENCE REQUIREMENTS 46 U.S.C. 1241 46 CFR Part 381 Cargo Preference - Use of United States -Flag Vessels - The contractor agrees a to use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels, b to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill -of -lading ) c to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel ENERGY CONSERVATION REQUIREMENTS 42 U.S.C. 6321 et seq. 49 CFR Part 18 The contractor agrees to comply with mandatory standards efficiency which are contained in the state energy conservatio the Energy Policy and Conservation Act CLEAN WATER REQUIREMENTS 33 U.S.C.1251 Clean Water n and policies relating to energy plan issued in compliance with (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U S C 1251 et s=c The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA LOBBYING 31 U.S.C. 135249 CFR Part 1949 CFR Part 20 Byrd Anti -Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C.§ 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying " Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U S C 1352 Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U S C 1352 Such disclosures are forwarded from tier to tier up to the recipient APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Submit signed Attachment 4, Certification Regarding Lobbying, with Bid or Proposal Certification for Contracts, Grants, Loans, and Cooperative Agreements ACCESS TO RECORDS AND REPORTS 49 U.S.C. 5325 18 CFR 18.36 49 CFR 633.17Access to Records - The following access to records requirements apply to this Contract 1 Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C F R 18 36(t), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the Unites States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions Contractor also agrees, pursuant to 49 C F R 633 17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U S C 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U S C 5307, 5309 or 5311 2 Not Applicable 3 Not Applicable 4 Not Applicable 5 The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed 6 The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto Reference 49 CFR 18 39(1)(11) FEDERAL CHANGES 49 CFR Part 18 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 Agreement (Form FTA MA (2) dated October, 1995) 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 CLEAN AIR 42 U.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18 Clean Air (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U S C § 7401 et seq The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA RECYCLED PRODUCTS 42 U.S.C. 6962 40 CFR Part 247 Executive Order12873 Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U S C 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT 40 U.S.C.§ 827 -333 (1995) 29 C.F.R.§ 5 (1995) 29 C.F.R.§ 1926 (1995) Pursuant to Section 102 (Overtime): (1) Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed 0 on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek (2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $ 10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section (3) Withholding for unpaid wages and liquidated damages - The City of Fort Collins shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section (4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this section (5) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project) Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1 (b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid Whenever the Secretary of Labor has found under 29 CFR 5 5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1 (b)(2)(B) of the Davis -Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs 5 Section 107 (OSHA): Contract Work Hours and Safety Standards Act (i) The Contractor agrees to comply with section 107 of the Contract t Work Hours and Safety Standards Act, 40 U S C section 333, and applicable DOL regulations, " Safety and Health Regulations for Construction " 29 C F R Part 1926 Among other things, the Contractor agrees that it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions (u) Subcontracts - The Contractor also agrees to include the, requirements of this section in each subcontract The term "subcontract" under this section is considered to refer to a person who agrees to perform any part of the labor or material requirements of a contract for construction, alteration or repair A person who undertakes to perform a portion of a contract involving the furnishing of supplies or materials will be considered a "subcontractor' under this section if the work in question involves the performance of construction work and is to be performed (1) directly on or near the construction site, or (2) by the employer for the specific project on a customized basis Thus, a supplier of materials which will become an integral part of the construction is a "subcontractor' if the supplier fabricates or assembles the goods or materials in question specifically for the construction project and the work involved may be said to be construction activity If the goods or materials in question are ordinarily sold to other customers from regular inventory, the supplier is not a "subcontractor" The requirements of this section do not apply to contracts or subcontracts for the purchase of supplies or materials or articles normally available on the open market NO GOVERNMENT OBLIGATION TO THIRD PARTIES 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 subcontractor who will be subject to its provisions PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.C. 3801 et seq. 49 CFR Part 31 18 U.S.C. 1001 49 U.S.C.5307 Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program (Fraud Civil Remedies Act of 1986, as amended, 31 U S C § 3801 et se=c and U S DOT regulations, "Program Fraud Civil Remedies," 49 C F R Part 31, apply to its actions pertaining to this Project Upon 0 a execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U S C § 5307, the Government reserves the right to impose the penalties of 18 U S C § 1001 and 49 U S C § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions TERMINATION 49 U.S C.Part 18 FTA Circular 4220 1 D a. Termination for Convenience (General Provision) The City of Fort Collins may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination The Contractor shall promptly submit its termination claim to the City of Fort Collins to be paid the Contractor If the Contractor has any property in its possession belonging to the City of Fort Collins, the Contractor will account for the same, and dispose of it in the manner the City of Fort Collins directs b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fads to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City of Fort Collins may terminate this contract for default Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract If it is later determined by the City of Fort Collins that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City of Fort Collins, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience 7 C. Opportunity to Cure (General Provision) The City of Fort Collins in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions. If Contractor fails to remedy to the City of Fort Collins' satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract within [ten (1 0) days] after receipt by Contractor or written notice from the City of Fort Collins setting forth the nature of said breach or default, the City of Fort Collins shall have the right to terminate the Contract without any further obligation to Contractor Any such termination for default shall not in any way operate to preclude the City of Fort Collins from also pursuing all available remedies against Contractor and its sureties for said breach or default d. Waiver of Remedies for any Breach In the event that the City of Fort Collins elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City of Fort Collins shall not limit the City of Fort Collins' remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract e. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fads to comply with any other provisions of this contract, the City of Fort Collins may terminate this contract for default The City of Fort Collins shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient f. Termination for Convenience of Default (Cost -Type Contracts) The City of Fort Collins may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor The notice shall state whether the termination is for convenience of the City of Fort Collins or for the default of the Contractor If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract The Contractor shall account for any property in its possession paid for from funds received from the City of Fort Collins, or property supplied to the Contractor by the City of Fort Collins If the termination is for default, the City of Fort Collins may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination The Contractor shall promptly submit its termination claim to the City of Fort Collins and the parties shall negotiate the termination settlement to be paid the Contractor If the termination is for the convenience of the City of Fort Collins, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination If, after serving a notice of termination for default, the City of Fort Collins determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the City of Fort Collins, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience 11 GOVERNMENTWIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) 49 CFR Part 29 Executive Order 12549 Instructions for Certification 1. By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out below. 2 The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the City of Fort Collins may pursue available remedies, including suspension and/or debarment 3 The prospective lower tier participant shall provide immediate written notice to the City of Fort Collins if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances 4 The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," ,"participant," "persons," "lower tier covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 (49 CFR Part 291 You may contact the City of Fort Collins for assistance in obtaining a copy of those regulations 5 The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by the City of Fort Collins 6 The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions 7 A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous, A participant may decide the method and frequency by which it determines the eligibility of its principals Each participant may, but is not required to, check the Nonprocurement List issued by U S General Service Administration 8 Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings 9 Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a 0 person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, the City of Fort Collins may pursue available remedies including suspension and/or debarment "Certification Regarding Debarment, Suspension. Lower Tier Covered Transaction" (1) The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 C F.R § 29 105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency (2) When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this proposal PRIVACY ACT 5 U.S.C. 552 When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U S C § 552a Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract (2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA CIVIL RIGHTS REQUIREMENTS 29 U.S.C.§ 623, 42 U.S.C.§ 2000 42 U.S.C.§ 6102, 42 U.S.C.§ 12112 42 U.S.C.§ 12132, 49 U.S.C.§ 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq. Civil Rights - The following requirements apply to the underlying contract (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U S C § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U S C § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U S C § 12132, and Federal transit law at 49 U S C § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, 10 City: City of Fort Collins Purchasing PO Box 580 Fort Collins, CO 80521 Service Provider• ServiceCo, Inc PO Box 6167 Denver, CO 80206 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 Such payment shall be the Service Provider's sole right and remedy for such termination 5. Contract Sum The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, according to the following schedule $ 0 05 per gallon for the Markup and Delivery of Unleaded Gasoline $ 0 0528 per gallon for the Markup and Delivery of Premium Diesel Fuel 6. City Representative The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement All requests concerning this agreement shall be directed to the City Representative 7. Independent Service provider The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose 8 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 9. Acceptance Not Waiver 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 or cause of action arising out of performance of this Agreement 2 or disability In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue (2) Equal Employment Opportunitx - The following equal employment opportunity requirements apply to the underlying contract (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VI I of the Civil Rights Act, as amended, 42 U S C § 2000e, and Federal transit laws at 49 US C § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U S Department of Labor (U S DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C F R Parts 60 at = (which implement Executive Order No 11246, "Equal Employment Opportunity," as amended by Executive Order No 11375, "Amending Executive Order 1 1 246 Relating to Equal Employment Opportunity," 42 U S C § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship In addition, the Contractor agrees to comply with any implementing requirements FTA may issue (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U S C § 623 and Federal transit law at 49 U S C § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age In addition, the Contractor agrees to comply with any implementing requirements FTA may issue (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U S C § 12112, the Contractor agrees that it will comply with the requirements of U S Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C F R Part 1630, pertaining to employment of persons with disabilities In addition, the Contractor agrees to comply with any implementing requirements FTA may issue (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties 11 BREACHES AND DISPUTE RESOLUTION. 49 CFR Part 18 FTA Circular 4220.1 D Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of the City of Fort Collins' Director of Purchasing and Risk Management. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Director of Purchasing and Risk Management In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision Performance During Dispute - Unless otherwise directed by the City of Fort Collins, Contractor shall continue performance under this Contract while matters in dispute are being resolved Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City of Fort Collins and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the City of Fort Collins is located Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law No action or failure to act by the City of Fort Collins or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing PATENT AND RIGHTS IN DATA 37 CFR Part 401 49 CFR Parts 18 and 19 The FTA patent clause is substantially similar to the text of 49 C F R Part 19, Appendix A, Section 5, but the rights in data clause reflects FTA objectives For patent rights, FT/k is governed by Federal law and regulation For data rights, the text on copyrights is insufficient to meet FTA's purposes for awarding research grants This model clause, with larger rights ,as a standard, is proposed with the understanding that this standard could be modified to FTA's needs CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK 12 A Rights in Data - This following requirements apply to each contract involving experimental, developmental or research work (1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract The term includes graphic or pictorial delineation in media such as drawings or photographs, text in specifications or related performance or design -type documents, machine forms such as punched cards, magnetic tape, or computer memory printouts, and information retained in computer memory Examples include, but are not limited to computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added (a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public, this restriction on publication, however, does not apply to any contract with an academic institution (b) In accordance with 49 C F R § 18 34 and 49 C F R § 19 36, the Federal Government reserves a royalty -free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)I and (2)(b)2 of this clause below As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party 1 Any subject data developed under that contract, whether or not a copyright has been obtained, and 2 Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FTA (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or I1 Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital protects (d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government (e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent (f) Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause , provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work (g) Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status Li e , a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc ), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U S Department of Commerce regulations, 'Rights to Inventions Made by Nonprofit Organizations and Small Business Firms, Under Government Grants, Contracts and Cooperative Agreements," 37 C F R Part 401 (4) The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA B Patent Rights - This following requirements apply to each contract involving experimental, developmental, or research work (1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the parry at a higher tier until FTA is ultimately notified 14 (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U S Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C F R Part 401 (3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 23 DBE Policy- It is the policy of the Department of Transportation, hereinafter referred to as DOT that Disadvantaged Business Enterprises, as defined in 49 CFR Part 23, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this Agreement Consequently, the DBE requirements of 49 CFR Part 23 apply to this agreement DBE Obligation - The grantees and its vendors agree to ensure that DBEs as defined in 409 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this Agreement In this regard, all grantees and vendors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that the DBE have the maximum opportunity and shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT -assisted contracts Disadvantaged Business Enterprise Provision 1 The Federal Fiscal Year goal has been set by the City of Fort Collins in an attempt to match projected procurements with available qualified disadvantaged businesses the City of Fort Collins goals for budgeted service contracts, bus parts, and other matenal and supplies for Disadvantaged Business Enterprises have been established by the City of Fort Collins as set forth by the Department of Transportation Regulations 49 C F R Part 23, March 31, 1980, and amended by Section 106(c) of the Surface Transportation Assistance Act of 1987, and is considered pertinent to any contract resulting from this request for proposal If a specific DBE goal is assigned to this contract, it will be clearly stated in the Special Specifications, and if the contractor is found to have faded to exert sufficient, reasonable, and good faith efforts to involve DBE's in the work provided, the City of Fort Collins may declare the Contractor non -compliant and in breach of contract If a goal is not stated in the Special Specifications, it will be understood that no specific goal is assigned to this contract (a) Policy - It is the policy of the Department of Transportation and the City of Fort Collins that Disadvantaged Business Enterprises, as defined in 49 CFR Part 23, and as amended in Section 106(c) of the Surface Transportation and Uniform Relocation Assistance Act of 1987, shall have the maximum opportunity to participate in the performance of Contract financed in whole or in part with federal funds under this Agreement Consequently, the DBE requirements of 49 CFR Part 23 and Section 106(c) of the STURAA of 1987, apply to this Contract is The Contractor agrees to ensure that DBEs as defined in 49 CFR Part 23 and Section 106(c) of the STURAA of 1987, have the maximum opportunity to participate in the whole or in part with federal funds provided under this Agreement In this regard, the Contractor shall take all necessary and reasonable steps in accordance with the regulations to ensure that DBEs have the maximum opportunity to compete for and perform subcontracts The Contractor shall not discriminate on the basis of race, color, national origin, religion, sex, age or physical handicap in the award and performance of subcontracts It is further the policy of the City of Fort Collins to promote the development and increase the participation of businesses owned and controlled by disadvantaged DBE involvement in all phases of the City of Fort Collins procurement activities are encouraged (b) DBE obligation - The Contractor and its subcontractors agree to ensure that disadvantaged businesses have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under the Agreement In that regard, all Contractors and subcontractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 as amended, to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts (c) Where the Contractor is found to have failed to exert sufficient reasonable and good faith efforts to involve DBE's in the work provided, the City of Fort Collins may declare the contractor non -compliant and in breach of contract (d) The Contractor will keep records and documents for a reasonable time following performance of this contract to indicate compliance with the City of Fort Collins DBE program These records and documents will be made available at reasonable times and places for inspection by any authorized representative of the City of Fort Collins and will be submitted to the City of Fort Collins upon request (e) the City of Fort Collins will provide affirmative assistance as may be reasonable and necessary to assist the prime contractor in implementing their programs for DBE participation The assistance may include the following upon request ' Identification of qualified DBE • Available listing of Minority Assistance Agencies * Holding bid conferences to emphasize requirements 2 DBE Program Definitions, as used in the contract (a) Disadvantaged business "means a small business concern" i Which is at least 51 percent owned by one or more socially and economically disadvantaged individuals, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals, and u Whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it or III Which is at least 51 percent owned by one or more women individuals, or 119 in the case of any publicly owned business, at least 51 % of the stock of which is owned by one or more women individuals, and IV Whose management and daily business operations are controlled by one or more women individuals who own it (b) "Small business concern" means a small business as defined by Section 3 of the Small Business Act and Appendix B - (Section 106(c)) Determinations of Business Size (c) "Socially and economically disadvantaged individuals" means those individuals who are citizens of the United States (or lawfully admitted permanent residents) and States (or lawfully admitted permanent residents) and who are black Americans, Hispanic Americans, Native Americans, Asian -Pacific Americans, Asian -Indian Americans, or women, and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to section 8(a) of the Small Business Act i "Black Americans", which includes persons having origins in any of the Black racial groups of Africa, u "Hispanic Americans", which includes persons of Mexican, Puerto Rican, Cuba, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race, ui "Native Americans', which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians, IV "Asian -Pacific Americans", which includes persons whose origins are from Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia, the Philippines, Samoa, Guam, the U S Trust Territories of Pacific, and the Northern Marianas, v "Asian -Indian Americans", which includes persons whose origins are from India, Pakistan, and Bangladesh INTERESTS OF MEMBERS OF OR DELEGATES TO CONGRESS No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom PROHIBITED INTEREST No employee, officer, or agent of the grantee shall participate in selection, or in the award or administration of a contract if a conflict of interest, real or apparent, would be involved Such conflict would arise when The employee, officer or agent, any member of his immediate family, his or her partner, or an organization which employs, or is about to employ, has a financial or other interest in the firm selected for award The grantee's officers, employees, or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties of sub -agreements 17 Jan 22 99 09:23a Erine Pitts I0001 000-0000 P-3 ADO CER'1'IE�IL1`#1;QkIUBIrI�Y:INSt]Al!TC rxm=n THIS CERTIFICATE 15 ISSLTCD Ai A MA TIER OF INFORMATION ONLY CoID,n6D Cwupa,, nuon Jnnurnnfa AND CONFERS NO RIGHTS VFON T11E CERTIFICAT r HOLDER THIS 720 SOUth Colondo Rovio vii CERTIFICATE DOVS No r AMEND EXTEND OR ALIBR IHF. COVITRACE 91D 100 N APt01(&aa THE FOUCIQ RFI OW COMPANIES AFFORDING COVE AGF Dcnvu CO 80246 L918 ONrnvY n COIOIndD C&MUensatiDn Insurance r stnW IrNY SERVICECO LTD R onr Anr 2.711 RAC'L 52 DENVER CO $0203 C VPAH' O ciTwrsR9G>v5 � • � I 1 '—^ , ' THIS IS TO CERTIFY THAI T11P N)LICIPS Ot INSlIPANLD LISTED DE LOW HAVE IIEPN 85U91.) TO 111E DI1011) U NAMLD ADOY E POR THE POLICY PLIRIor, INDIt AI LD, Nu Iwl INv lnNOtNC ANY RCQURtHdYNT TEAM AND COFIOT[ION Of ANY t tRl )RM T OR TITHER DOCUMENT W ITI1 U-SIECT CO W NI6H IHR CERTIFICATE MAY 6R ISSUED OR MAY PERTAIN, THIS INSURANCE APFUROLD DY THE POLICICS DESCRIBED HBRBIN 1S SURIECI Ib AI L'n IF, tints rvn USIONS AND CoNDTUN9 SU H LP1ICS SHOWN MAY I1AV , 00[N RED VCTD EY P CLAM c'1 ,noorlv\unnMce m lc, Nlvnrn aL6Yarr YC lr•u ro4n Vfn 710" 'W'm onn oATe, TYMML LUHI4TY W xLGLAOORHMn Y[CDV[n fOMrMl.fr JCOIWVLCULCNvbMUTY I LDILI I1�1MAD11 a n-CIR fntT•JNnLLNfv rxlVcv V, IOCCVXRIMC9 O`rrryV[\HCOI•IYA<1EFVILM m mri- •si.n il _ nVT1f4V.IV iNNLL1TY HY n nD fovwm'J1MI Lwrc nAWLY 111M.1 n LL PVNLO.1I. rrn•Dln W Avmv DODGY W UAV Hlnvn nvlvv xON O'A'M6 nN0f mJHI I.ol ..NM Y r aulIt UWnyY nllm nN" -WO-1 OIIIVM YIrAX nVIOOXLI rvN1 AV r0 GM -.IDIOM noc—A.G a Mv—LWltn' 'Anl OfQnneyLP n(r Irry nl _ W1UMbL1A 19MH DTIDp Tr.lurMrY1111a rrJMr _ w"rW.Y. r'UMY6.nA frVX Mr• X a.l Allr OMtt � i i r WLOTrVA' LIADV,V i11pY LP111] A _ 3243677 081OU1998 08/01/1999 nn+rn.0 mrn, $100000 wmunm ruvl 0000 1Hurn..nmv,lnnnY.w ma OI1Wi 6 IMYLOYf[ 200000 nRCVINH OrNCBLI Nn VRLY OOLLRIY r10H OY rp RµA r10M29CA nI1DYA'INCId4MCUt ImMY iPP BAIL( 06 CCRTIPICA O: 1 OR CI A16 LOvI'JIAGI: nNU OWNIRi1IW COVLRAOL' DCTAI4 �4GYI'ItrICA1Y.2FOLU7(R- . , <. 44NCtX,Bn'1')gN` I 1 , 40v441 SHOULD ANY Op IHC ABOVE DR5CR®ED POLICIES RR CANCM-FD BBPORE THE CITY OP PI COLL[Ns- NSrURT - EXPIRATION DATE THRRBOP nfRl%'MNG COMPANY WILt FNNPAVOn TO MAR ^36 W MuVNTAIv AVL' _DAY\W11IT)INNOT)1I hula LU¢llU[nIC UOLUUi NAMED TO ❑IC IlCT 1'011CIXiY0 BUT PAB.URL TO MAIL SUCH NOTICRSHA TMPOSENOOBLIOATION OR PT COLLINS CO n0522 00 L D 1TY OP NY RIND UMN THE COMPANY ITS AOCNTS UR REr I1T PENTATNrS AII1116IIV ,9 PII14CNIAH Y 4 N ! 1 „p I Ern Yro l � ACnRO IORiNRATTO41PllH i M'M1IN4,A-\vMrtnnY}.1 vu�N `I I''nrll+ vl'Vw 1111'n1p0w,11 WI• C/7 A 10. Warranty a Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature b Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City c 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 the start of the work 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 11. Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof 12. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default In the event the default remains uncorrected, the party declaring default may elect to a Terminate the Agreement and seek damages, b Treat the Agreement as continuing and require specific performance, or c Avail himself of any other remedy at law or equity If the non -defaulting party commences legal or equitable actions against the defautGng party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default 13. Binding Effect This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties 191 r 14. Indemnity/Insurance a The Service Provider 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 b The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property c Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, 256 West Mountain Avenue, Fort Collins, Colorado 80521 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City 15. Entire Agreement This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties Covenants or representations not contained in this Agreement shall not be binding on the parties 16. Law/Severability The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement 17. Special Provisions Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C, Federal Requirements, consisting of seventeen (17) pages, attached hereto and incorporated herein by this reference G1 THE CITF FT COLLINS, COLORADO By• John Fisch ach, City Manager DATE By Jame B 'Neill II, CPPO Direct of Purchasing & Risk�Management DATE -Z �, r;t - ClerkCity APPROVED AS TO FORM if )_ C Carrie Mineart-Daggett, Assista�Cbty Attorney SERVIC CO, I By Erine P is orporate President Date 3/31R9 ATTEST (Corporate Sea]) Corporate 48V retary 5 Exhibit A SCOPE OF WORK FUEL SUPPLIED Approved Terminals The Contractor shall submit a list of all terminals currently used to load fuel From this list of terminals, the City will select three or more "approved" terminals The Contractor shall load all fuel for City use from these terminals only Should the Contractor load from other than approved terminals, the City may immediately cancel this contract and all associated purchase orders Pricing When an order is placed by the City, the Contractor shall load at the approved terminal with the lowest rack price for the day It shall be the Contractor's responsibility to select the terminal with the lowest rack price If the lowest rack price cannot be obtained, the Contractor shall include an explanation along with the invoice faxed to Fleet Services State E R S charges and the Federal Superfund shall be included in the Contractor's mark-up No separate charges on any invoice for State E R S and Federal Superfund shall be allowed Terminal Price Report The Contractor shall supply the City with a terminal price report along with any invoice faxed to Fleet Services This report shall include, at a minimum, a complete listing of approved terminal rack prices in effect at the time the invoiced fuel was ordered DELIVERY AND RESPONSE TIME Drivers No more than three drivers shall be assigned to deliver fuel to the City It shall be the contractor's responsibility to ensure that all drivers are properly trained and familiar with tank locations, quantities, etc Delivery Trucks and Traders The City shall have specific trucks and trailers assigned to deliver City Fuel Trucks and trailers which are used to deliver fuel to the City shall haul fuel exclusively and a shipping log or delivery record shall be available to the City Representative at each fuel drop The City shall have the right to inspect City -assigned trucks and trailers The Contractor shall have the fittings required to hookup to the City's tite-fill drop tubes Delivery Time Deliveries must be made the day after the order is placed Shipments must arrive at specified destinations between the hours of 8 00 A M and 3 30 P M A City representative shall be present for all fuel deliveries It is the driver's responsibility to inform the City representative that he is ready to unload Requests for scheduled weekend/holiday deliveries shall be accommodated by the Contractor Delivery Procedures Drivers must remain with the delivery vehicle during the off-loading of fuel Drivers must contain any fuel leaking from vehicle fittings, pumps, valves, etc The Contractor shall be responsible for the cost of repairing damage or mitigating contamination caused by such leaking fuel If the driver observes fuel leaking from City -owned tanks or fuel handling equipment, he/she must immediately cease off-loading fuel and notify the City Representative Emergencies The Contractor must be able to provide after hours service in the event of an emergency (re fire, main break, power outage, etc ) If there is an emergency the Contractor must be able to deliver loads within four hours after the emergency order is placed Invoice All deliveries, except emergency deliveries, must be accompanied by a "Bill of Lading" from the fuel supplier in addition to a shipping log It shall be the drivers responsibility to give the City's representative the proper documentation Fuel Supply Any potential problems in supplying fuel must be brought to the attention of the Purchasing Division IMMEDIATELY Non -availability of fuel will allow the City to obtain fuel from an alternate source QUALITY CONTROL Fuel Specification All fuel must be loaded from City -approved terminals and must meet or exceed ASTM, Federal, and City specifications It is the Contractor's responsibility to inspect each shipment to ensure that each delivered lot meets the performance requirements and that the product is not contaminated at the time of delivery Premium Diesel The premium diesel fuel shall not contain more than 05 sulfur by weight. Any load that tests over the limit shall be the responsibility of the Contractor to remove from Transfort premises at their cost Transfort will not blend #1 and #2 diesel for cold weather use Ethanol The unleaded gasoline must contain 10% ethanol from November 1st through February 28th unless otherwise stated or required by law Ethanol must be available two (2) weeks prior to November 1 Product Identification Product Identification tags will be provided by suppliers as requested Tags will conform to API standards for product identity Testing The City may at any time have any type of fuel analyzed upon delivery (a sample taken directly off the delivery truck) by an independent testing agency of their choice In the event fuel does not meet all specifications, all testing costs and costs associated with the removal of poor fuel and replacement with fuel meeting all specifications will be paid by the Contractor Errors In the event of an error resulting in the delivery of fuel being pumped into a wrong tank (ie, diesel in unleaded tank, etc ) it will be the responsibility of the Contractor to dram the affected tank and refill correctly at the Contractor's expense All spills and overflows, no matter what the volume, must be reported immediately to a City representative The Contractor shall be responsible for clean-up of all spills at the Contractor's expense The Contractor shall follow all pertinent rules and regulations governing such spills, and file all required reports Clean-up of spills shall be expedited and completed as soon as possible Problem Resolution In the event of service or delivery problems which are not resolved via telephone contact with the Contractor, the City's representative will notify the Contractor in writing and schedule a meeting to resolve the situation The Contractor's representative and the City's representative shall agree on a course of action and the Contractor shall have one calendar month to remedy the problems If such problems are not remedied, the City may cancel the agreement with no penalty INVOICING AND PAYMENTS Required Information The Contractor, on all invoices, shall show the terminal from which the fuel was loaded, the date and time the fuel was loaded, and the quantity of fuel delivered The rack price must be on the invoice, along with the contractor's the mark-up, and delivery charge. The mark-up shall include profit, ERS charges and Superfund charges Invoices and terminal price reports shall be faxed to Fleet Services within two calendar days and an original invoice mailed to the City no later than five calendar days after the fuel order has been delivered All City invoices shall be sent to City of Fort Collins Accounting Department P O Box 580 Ft Collins, CO 80522 3�i9p9 With a duplicate sent to. l City of Fort Collins - Tit Flcc* sup' erg PO Box 580 Fort Collins, CO 80522 All deliveries are priced F O B , Point of Shipment, prepaid unless otherwise specified Any percentage discount allowed for prompt payment shall be shown where noted on the bid proposal forms Whenever possible, payment will be made to conform to this discount Invoices must be furnished exclusive of any Federal Excise Tax and State and Local Taxes. K Exhibit B 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, and containing substantially the following statement" "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins " In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement 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 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 during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement Workers' Compensation insurance with statutory limits as required by Colorado law 2 Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee B Commercial General & Vehicle Liability The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement Coverage for property damage shall be on a "broad form" basis The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance