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HomeMy WebLinkAboutGFI GENFARE - CONTRACT - RFP - P865 REVENUE COLLECTION SYSTEMSERVICES AGREEMENT Revenue Collection System 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 GFI GENFARE, 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 equipment and services for the installation and support of a complete Revenue Collection system in accordance with the scope of services attached hereto as Exhibit "A", consisting of eight (8) pages, and incorporated herein by this reference. 2. Contract Period This Agreement shall commence upon the date of execution shown on the signature page of this Agreement and shall continue in full force and effect for one (1) year, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for an additional period of one (1) year at the rates provided with written notice to the Professional mailed no later than ninety (90) 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: City: City of Fort Collins Purchasing PO Box 580 Fort Collins, CO 80522 Service Provider: GFI Genfare 751 Pratt Boulevard Elk Grove Village, Illinois 60007 847-593-8855 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 SA 10/97 Project Manager The City's Project Manager for this project is Dean Erickson Acceptance The Project Manager must accept each phase of the project and provide final acceptance of the entire project before payments for each particular phase or final payment for an entire project shall be made. "Acceptance" shall mean approval, in writing, of the completed installation and implementation of a project phase or of an entire project, after allowing what the Project Manager deems to be sufficient operating time in a production environment to allow the Project Manager to determine that such installation and implementation complies with the Scope of Work and/or any Specifications relevant to the project. The City reserves the right to require and/or witness such demonstrations, perform such tests, and require specific details of construction from the GFI prior to or as a condition of purchase in order to determine that the equipment is fully compliant, free from operational defects, designed and manufactured as proposed and suitable for revenue service. Parts Availability GFI agrees to make available such parts, components, devices and/or assemblies used in the equipment provided for a period of not less than ten (10) years from the date of equipment acceptance. Delivery Schedule GFI shall provide the City with schedules for the manufacture, delivery, and installation of equipment; training programs; and delivery of documentation. GFI must make the initial delivery of equipment within 120 days following the execution of this agreement. All equipment shall be installed and all specified services completed in not more than 60 days after delivery of equipment. Phasing and Payment Schedule Phases may occur simultaneously. Payments will be made upon acceptance and after receipt of proper invoicing. Initial payment: Twenty percent (20%) upon execution of this agreement. Phase 1 — Delivery of equipment Twenty percent (20%) upon delivery of all equipment. Phase 2 — Installation of the stationary revenue collection components. Twenty percent (20%) upon acceptance. Phase 3 — Installation of fareboxes. Twenty percent (20%) upon acceptance. SA 10/97 11 Phase 4 — Activation and testing of entire system, completion of all training. Ten percent (10%) upon initial acceptance. Phase 5 — Operation of system by City staff. System must operate trouble -free for at least thirty (30) days before final acceptance. Ten percent (10%) upon final acceptance. All payments shall be made net forty-five (45) days upon invoice. ATTACHMENT The Spare parts list to be completed by Dave Leicester and Fleet Services up to $10,000.00. SA 10/97 12 Exhibit B: Insurance Requirements 1. 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. 2. 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. SA 10/97 13 Exhibit C: Federal Requirements TABLE OF CONTENTS Buy America Requirements Page 2 Cargo Preference Requirements Page 2 Seismic Safety Requirements Page 2 Energy Conservation Requirements Page 2 Clean Water Requirements Page 2-3 Bus Testing Page 3 Pre -Award and Post Deliver Audits Page 3 Lobbying Page 3 Access to Records and Reports Page 3-4 Federal Changes Page 4 Clean Air Page 4 Recycled Products Page 5 No Government Obligation to Third Parties Page 5 Program Fraud and False or Fraudulent Statements Page 5 Termination Page 6-8 Governmentwide Debarment and Suspension (Nonprocurement) Page 8-9 Privacy Act Page 9 Civil Rights Requirements Page 9-10 Breaches and Dispute Resolution Page 10 Patent and Rights in Data Page 11 Disadvantaged Business Enterprise (DBE) Page 11-13 Interests of Members of or Delegates to Congress Page 13 Prohibited Interest Page 13 Incorporation of Federal Transit Administration (FTA) Terms Page 14 ATTACHMENTS: Attachment 1 Buy America Requirements 1 page Attachment 4 Certification Regarding Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements 1 page SA 10/97 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. 5323(j) 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 5323(j)(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. SEISMIC SAFETY REQUIREMENTS 42 U.S.C. 7701 et seq. 49 CFR Part 41 Not applicable ENERGY CONSERVATION REQUIREMENTS 42 U.S.C. 6321 et seq. 49 CFR Part 18 The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. CLEAN WATER REQUIREMENTS 33 U.S.C.1251 Clean Water (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et sec . 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. SA 10/97 2 (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. BUS TESTING 49 U.S.C. 5323(c)49 CFR PART 665 Not Applicable PRE -AWARD AND POST DELIVERY AUDITS REQUIREMENTS 49 U.S.C. 5323 49 CFR PART 663 Not Applicable 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(i), 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. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA SA 10/97 3 Administrator, the Comptroller General of the Unites States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 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. SA 10/97 4 RECYCLED PRODUCTS 42 U.S.C.6962 40 CFR Part 247 Executive Order 12873 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. 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 seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal 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.'b307(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. 0T.'s 1ArA 5 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 fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the 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. 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's 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 fails 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. SA 10/97 6 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 Default (Transportation Services) Not Applicable g. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the 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. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor changed with damages under this clause if- 1. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the contractor, within [1 0] days from the beginning of any delay, notifies the City of Fort Collins in writing of the causes of delay. If in the judgment of the City of Fort Collins, the delay is excusable, the time for completing the work shall be extended. The judgment of the City of Fort Collins shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. h. Termination for Convenience or Default (Architect and Engineering) Not applicable. i. 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 SA 10/97 7 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, the sum of Two Hundred Seventy Three Thousand, Five Hundred Fifty Eight Dollars ($273,558), plus up to Thirty Thousand Dollars ($30,000) for a Magnetic Card Creation and Encoding System, all as set forth in Exhibit "A". 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. 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 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. SA 10/97 2 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. 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 29]. 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 SA 10/97 8 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 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, Ineligibility and Voluntary Exclusion - 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.?1000 42 U.S.C. 6102, 42 U.S.C.?I2112 42 U.S.C. 12132, 49 U.S.C.3332 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 SA 10/97 0 U.S.C. 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C..'.6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. 12132, and Federal transit law at 49 U.S.C. 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed,. National Origin, Sex - In accordance with Title VI I of the Civil Rights Act, as amended, 42 U.S.C. 2000e, and Federal transit laws at 49 U.S.C.'b332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et = ., (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. 6332, 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. 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's [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall SA 10/97 10 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 therefore 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. 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, (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. PATENT AND RIGHTS IN DATA 37 CFR Part 401 49 CFR Parts 18 and 19 Not applicable — applies only to development and research work 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 material 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. SA 10l97 11 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 failed to exert sufficient, reasonable, and good faith efforts to involve DBEs in the work provided, the City of Fort Collins may declare the Contractor noncompliant 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. 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 DBEs in the work provided, the City of Fort Collins may declare the contractor noncompliant 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" SA 10/97 12 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 ii. 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 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; ii. "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; iii. "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 subagreements. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FTA Circular 4220.I1D SA 10/97 13 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 4220.1 D, dated April 15, 1996, 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 the City of Fort Collins requests which would cause the City of Fort Collins to be in violation of the FTA terms and conditions. SA 10/97 14 Attachment 1 BUY AMERICA REQUIREMENTS -49 U.S.C. 53230) - 49 CFR Part 661 Certification requirement for procurement of steel, iron, or manufactured products. Certificate of Compliance with 49 U.S.C. 53236)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 CFR Part 661. Date March 18, 21 Signature Company Name m R( Green GFI Genfare Title Vice President Attachment 1 BUY AMERICA REQUIREMENTS -49 U.S.C. 53230) - 49 CFR Part 661 A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification with all bids on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. Certification requirement for procurement of steel, iron, or manufactured products. Certificate of Non -Compliance with 49 U.S.C. 5323U)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(1), but it may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(B) or (j)(2)(D) and the regulations in 49 CFR 661.7. Date Signature Company Name Title SA 10/97 15 Attachment 4 Certification Regarding Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq .)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, GFI Genfare 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., app lvl o t�is�,ertification and disclosure, if any. !�t(K�iV�—� Signature of Contractor's Authorized Official Kim R. Green, Vice President Name and Title of Contractor's Authorized Official March 18, 2003 Date SA 10/97 16 I ACORDne III DATE(MM/DDnY) ...., _1 12/30/02 PRODUCER ;. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Aon Risk Services Inc. of Michigan ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 171 Monroe Avenue, N.W. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Suite 525 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Grand Rapids MI 49503 COMPANIES AFFORDING COVERAGE COMPANY I PHONE - (616) 456-5366 FAX - (616) 456-7451 A ACE American Insurance Company INSURED COMPANY GFI Genfare B SPX Corporation COMPANY 13515 Ballantyne Corporate Place C Charlotte NC 28277 USA COMPANY D IMIN THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONLIMITS DATE(MMIDDIYY) DATE (MMIID/YY) A GENERAL LIABILITY HDOG20308229 01/01/03 01/01/04 GENERAL AGGREGATE $25,000,000 PRODUCTS - COMP/OP AGG $10,000,000 XCOMMERCIAL GENERAL LIABILITY CLAIMS MADE FXJ OCCUR PERSONAL & ADV INJURY $3,000,000 EACH OCCURRENCE $3,000,000nv OWNER'S & CONTRACTOR'S PROT FIRE DAMAGE(Aone fire) $3,000,000 MED EXP(Anv one person) $25,000 A AUTO MOBILE LIABILITY ISAH0768440A 01/01/03 01/01/04 X ANY AUTO COMBINED SINGLE LIMIT $2,000,000 ALLOW NED AUTOS BODILY INJURY SCHEDULED AUTOS ( Per person) X HIRED AUTOS BODILY INJURY X NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT AGGREGAT EXCESS LIABILITY EACH OCCURRENCE UMBRELLA FORM AGGREGATE OTHER THAN UMBRELLA FORM A WORKER'S COMPENSATION AND WLRC4350"11 01/01/03 01/01/04 X I WCSTATU. OTH. EMPLOYERS' LIABILITY All Other States EL EACH ACCIDENT $1,000,000 A THE PROPRIETOR! INCL PARTNERS/EXECUTIVE SCFC4350437A 01/01/03 01/01/04 EL DISEASE -POLICY LIMIT $1,000,000 OFFICERS ARE: EXCL NV, OR, W I EL DISEASE -EA EMPLOYEE $1,000,000 A XWC014277 01/01/03 01/01/04 EL Each Accident $1,000,000 MI, OH X Emess WC EL Disease• Polley $1,000,000 EL Disease - EaEmpl $1,000,000 DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISPECIAL ITEMS See next page for additional information. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NQ OBLIGATION OR LIABILITY OF ANY WD UPO—00I OR REPRESENTATIVES. AUTHORIZE PRES A E a.enmcace Ivo: 0rUUU4iU4UU8 Holder Identifier: 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 eighteen (18) pages, attached hereto and incorporated herein by this reference. APPROV O ORM: Assistant City Attorney ATTEST: Corporate Se et Scott Netzley THE CIjxOF FORT COLLINS, COLORADO John F' ach, City Manager By:("""4L Jam s B O-Neill II, CPPO, FNIGP Dire of Purchasing & Risk Management DATE: GFI GENF; By: Kim R. Green Title: Vice President CORPORATE PRESIDENT OR VICE PRESIDENT Date: March 18, 2003 (Corporate Seal) SA 10/97 4 Attachment to ACORD Certificate for GFI Genfare The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED GFI Genfare SPX Corporation 13515 Ballantyne Corporate Place Charlotte NC 28277 USA ADDITIONAL POLICIES COMPANY COMPANY COMPANY COMPANY If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY DESCRIPTION POLICY EFFECTIVE DATE POLICY EXPIRATION DATE LIMITS DESCRIPTION OF OPERATIONStLOCATIONSNEHICLESISPECIAL ITEMS All Workers' Compensation policies described on this Certificate of Insurance - except for policy #XWC014277 - are subject to a Self Funded Retention of: $1,000,000 - Each Claim - Workers' Compensation - Coverage A $1,000,000 - Each Claim - Employer's Liability - Coverage B $1,000,000 - Disease - Each Employee/Employer's Liab. - Coverage B Limits of Liability shown for Workers' Compensation policy #XWC014277 described on this Certificate of Insurance are in excess of the Self Insured Retention limits shown above. Certificate No: 570004704008 Exhibit A: Scope of Work System Description GFI is to furnish, deliver, install and support a complete revenue collection and processing system. This is defined as a system that shall: • Collect revenue (coins / currency / transfers / passes / tickets / tokens) on board a bus. • Count passengers by fare category. • Process the revenue with interaction by staff. • Provide reports on ridership - cash / passes collected. • Have the ability to communicate with other electronic equipment. • Have the ability to audit revenue. • Have the capability for in-service maintenance and repair. • Shall comply with the Americans with Disabilities Act (ADA). The revenue collection equipment must be configured as a complete system, with each item thoroughly tested, installed and ready for operation. Quality of Work All materials and equipment must be new and not used and/or rebuilt. In all cases where more than one unit of equipment is to be provided, e.g., Cents -A -Bill fareboxes, cashboxes, etc., each unit must be identical in manufacture and function to the others and all units and their components must be freely interchangeable. The workmanship employed by the GFI must be of the best quality and of the highest standard of commercially acceptable practice for the class of work, and must result in the equipment having a neat, clean, finished appearance. The equipment, subsequent to testing, must be complete in every respect and suitable for revenue service. All equipment must be of the latest engineering change level available and must incorporate suitable modifications for all known operational problems. Equipment to be provided Equipment Description The City currently has Twenty Four (24) Fixed Route buses to be equipped as stated in the GFI proposal as described below: SA 10/97 5 Equipment Table UNIT EXTENDED DESCRIPTION COST QTY PRICE Cents -A -Bill Electronic Registering Farebox with Cashbox, Route/Run Segmenter, Magnetic Card Swipe $5,800.00 26 $150,800.00 Reader and Installation. Spare Cash Boxes $550.00 3 $1,650.00 Quick Disconnect Mount w/ Lock $230.00 24 $5,520.00 Data System Complete for Single Garage/Single Probe Lane, Including all Hardware (DELL Optiplex platform), $35,000.00 1 $35,000.00 GFI Version 7A Software, Installation, Documentation & Training Upgrade to Version 7B $19,000.00 1 $19,000.00 Stationary Revenue Collection System (Through -wall Mount), Including Receiver, Outer Structure, Currency $25,750.00 1 $25,750.00 Bin & Installation COUNTING EQUIPMENT Dollar Bill Sorter/Counter - Money Systems N-120 $1,278.00 1 $1,278.00 TESTING EQUIPMENT Cents -A -Bill Test Set w/ Modules & Power Supply, $6,800.00 1 $6,800.00 Including Magnetic Card Reader. FAREBOX ACCESSORIES Electronic Lock $285.00 26 $7,410.00 VAULTING EQUIPMENT Portable Electronic Key $850.00 1 $850.00 SPARE PARTS Spare Parts as requested (see Attachment 1). Lot $10,000.00 Spare Vault Receiver $9,500.00 1 $9,500.00 OPTION TO PURCHASE ADDITIONAL FAREBOXES GFI agrees to extend the bid price, adjusted using the PPI Index, for up to three years for the purchase of up to fifty (50) additional complete fareboxes (Item No. 1) and the farebox accessories (Item No 8 a-e). Total $273,558.00 SA 10/97 Additional Equipment: Magnetic Card Creation and Encoding System The City will negotiate with GFI for the purchase of a Magnetic Card Creation and Encoding System which is compatible with the GFI GenFare Farebox Magnetic Card Reader supplied with the Cents -a -Bill farebox. Cost of the system shall not exceed $30,000. At a minimum, the purchase of some combination of the following items will be negotiated: 1. Single or bulk pass encoding device. 2. Single or bulk pass printer/encoder device. 3. Pre-printed and pre -encoded bulk passes, encoded with at least the following characteristics: • Serial number • Passenger classification • Expiration date Services to be provided Work to be performed by GFI GFI will be responsible for all work and expenses relating to the design, manufacture, testing, and delivery of the equipment to the designated City locations. GFI will perform all work necessary to install the equipment. GFI will supply all materials and supervision needed for installation of the fareboxes, revenue equipment, data system, and other hardware and software described in this proposal. The equipment, subsequent to testing, will be complete in every respect and suitable for revenue service. GFI shall be responsible for the removal of existing fareboxes. The installed fareboxes will be positioned for maximum ease of passenger movement and driver operation. The installed position will allow for complete, unrestricted opening of all farebox maintenance and cashbox doors. Should it be necessary to reposition the handrails, stanchions or other equipment to be in compliance with the Americans with Disabilities Act or which may interfere with the farebox access doors GFI will notify the City at least 30 days prior to farebox installation. GFI and the City will negotiate a change order with associated costs to make these modifications. All modifications will be accomplished prior to actual farebox installation by GFI. GFI will retrofit all equipment with any additional engineering changes as may be identified during the warranty period following City acceptance. The revenue collection vault will be installed at the location specified by the City. The City will provide a level concrete pad for the vault and wall designed to accommodate the GFI through - wall receiver. GFI acknowledges that normal transit operations will continue during installation and must not be impeded. Installation of fareboxes and revenue collection equipment will be appropriately coordinated. The new fareboxes will be compatible with all standard buses in the City's fleet. Positioning of the fareboxes will be conducive to safe and convenient operation by City personnel and passengers and will be ADA-compliant. SA 10/97 7 GFI will be responsible for installing all data system equipment including all data cabling between the probes and garage computers, subject to City approval. Conduit is in place and ready for the GFI data system. GFI will make available full and competent engineering services to handle and correct all problems associated with the performance of its equipment. GFI field representatives will be available for onsite visits to City facilities during the warranty period to provide consultation and instruction to district personnel. In the event of a fleet or systematic defect a GFI representative may be dispatched to City's facilities to review the problem and take corrective action. A fleet defect shall be defined as a same or like failure in the material provided or services rendered in over 10% of the material provided or services rendered. GFI shall reply to City questions within 24 hours (weekdays) and supply parts within 10 business days. Work to be Performed by City of Fort Collins City will make buses available for farebox installation. GFI will submit an installation schedule for City approval. City will provide a mechanic to assist the GFI installers, a supervisor to oversee the work and an agreed -upon number of drivers at each garage where installation will be performed. Training Equipment GFI shall provide and setup one (1) fully functional Cents -A -Bill farebox for use by the City thirty (30) days prior to the first Cents -A -Bill farebox installation for training purposes. Unit shall be fully functional and operate off of standard A/C power. This unit shall be one of the 26 fareboxes specified in Item 1 of Equipment Table. Operator and Maintenance Training Program City personnel will receive in-depth training in the operation of GFI equipment. GFI will provide training to City personnel who then provide driver and operator training. GFI will provide complete training courses as close to installation and service as possible to maximize student retention. Follow-up training will also be provided when requested two to four months after installation. On occasion, City personnel turnover results in a lack of experienced trainers or operators. To address this long-term need, GFI will always offer free refresher courses at our factory training facility. All GFI training courses will emphasize hands-on experience using equipment pulled from delivered stock. The instructors provided by GFI will be expert in the subject matter they are teaching. Instructors GFI will provide experienced and qualified instructors to teach the courses as outlined. Resumes of each of the instructors will be provided upon request. SA 10/97 8 Instructor Guide An Instructor Guide will be provided and is considered a more detailed version of student material. An expansion of the student material is included along with instructor notes and discussion guides. Training Summary A syllabus is provided to all students in each course which details the course objectives, outlines the subjects to be discussed for each major operating function, briefly describes the equipment to be demonstrated, and identifies the reference material related to the subject. Maintenance courses include a section devoted to system fault analysis and troubleshooting. Instructional Material In addition to the training summary, GFI will use appropriate manuals as the primary reference for each course. Included in these manuals are drawings, descriptive information and procedures necessary to ensure that all learning objectives are met in an orderly and timely manner. Training Aids Maximum use will be made of visual aids for each course. "Hands on" training with actual equipment will be employed extensively. Training is conducted using equipment in normal operating condition. The equipment will be returned to revenue service in good condition upon completion of training. Use of the equipment for training purposes will not void or otherwise modify warranty provisions. All operating equipment, tools and test equipment needed for the training program will be furnished by GFI. Training Courses GFI Genfare will provide the following training courses: • Driver's Training Program. GFI will provide experienced and qualified instructors who will conduct classes at a City facility. This training program will be for supervisory personnel, who in turn will be responsible for the actual training of the drivers. • Cashbox Pulling and Dumping. GFI will provide the services of a qualified and experi- enced instructor who will conduct classes for the cashbox pullers. The purpose of the training classes is to familiarize and train City personnel with the complete operating requirements of the revenue collection equipment. • Equipment Maintenance. GFI will provide an experienced and qualified instructor who will conduct a comprehensive farebox and related equipment maintenance and repair training program. The purpose of this program is to train City maintenance staff in all aspects of maintenance and repair of the equipment delivered by GFI. This will include troubleshooting and diagnostic methods and preventive maintenance techniques to be employed in the proper maintenance of the equipment. This training will be for one full week at GFI's plant in Elk Grove, Illinois. SA 1 or97 9 Specific topics to be covered include: • Fareboxes • Basic construction and operating features of the farebox and related equipment • Examination and disassembly of major farebox modules, including but not limited to: o Bill Transport o Coin Mechanism o Electronic printed circuit boards o Electrical wiring harnesses o Swipe reader • Troubleshooting procedures • Field -level repair of farebox and related equipment • Use of the farebox test equipment. • Revenue collection equipment • Basic construction and operating features of the receiver, vault, bin, vault interface electronics, base computer, probes, and junction and isolation boxes. • Examination and disassembly of major modules. • Troubleshooting procedures. • Field -level repair of receiver, probes, base computer, and vault interface electronics. • Data System Training • GFI shall train personnel in the proper operation and use of the data collection and reporting systems. Training shall include: • Transfer of data from the Cents -A -Bill farebox systems to the computer system. • Descriptions of the individual programs. • Assistance in installation, configuration and setup of the programs, user access levels and remote access. • Interpretation of all alarms, indicators and printed messages. • Features and information for creating custom reports. User's Guide and Administrator's Guide to include database design in diagram form as well as explanation of relationships between tables and fields. • Passenger Training • GFI shall provide educational materials to Transfort / Dial -A -Ride suitable for use in a public relations campaign aimed at educating riders about the new Cents -A -Bill Cents -A -Bill fareboxes. SA 10/97 10