HomeMy WebLinkAbout392991 ELECTRONIC CONCEPTS INC - CONTRACT - FAX QUOTE - CSU TRANSIT CENTER PA SOUND SYSTEMSERVICES AGREEMENT
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 Electronic Concepts Inc. LLC, hereinafter referred to as "Service Provider".
W ITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
Scope of Services. The Service Provider agrees to provide services in accordance
with the scope of services attached hereto as Exhibit "A", consisting of two (2) pages and
incorporated herein by this reference.
2. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated upon signing this Agreement. Services shall be
completed no later than July 26, 2006. Time is of the essence. Any extensions of the time limit set
forth above must be agreed upon in a writing signed by the parties.
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:
SA January 2005
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)(2KB) 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.
SECTION 107 (OSHA):
Contract Work Hours and Safety Standards Act
(1) 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.
(2) 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
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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.
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.
(3) 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.
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.
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.
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.
(4)f. Termination for Default (Transportation Services) If the Contractor fails to pick up the
commodities or to perform the services, including delivery 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 default.
The Contractor will only be paid the contract price for services performed in accordance with the
manner of performance set forth in this contract.
If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor
shall, upon direction of the City of Fort Collins, protect and preserve the goods until surrendered to
the Recipient or its agent. The Contractor and the City of Fort Collins shall agree on payment for the
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preservation and protection of goods. Failure to agree on an amount will be resolved under the
Dispute clause.
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 City of Fort Collins.
(5) 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.
(6) Termination for Convenience or Default (Architect and Engineering) The City of Fort
Collins may terminate this contract in whole or in part, for the Recipient's convenience or because of
the failure of the Contractor to fulfill the contract obligations. The City of Fort Collins shall terminate
by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective
date of the termination. Upon receipt of the notice, the Contractor shall
(a) immediately discontinue all services affected (unless -the notice directs otherwise),.
and
(b) deliver to the Contracting Officer all data, drawings, specifications, reports,
estimates, summaries, and other information and materials accumulated in performing this
contract, whether completed or in process.
If the termination is for the convenience -of the Recipient, the Contracting Officer shall make an
equitable adjustment in the contract price but shall allow no anticipated profit on unperformed
services. If the termination is for failure of the Contractor to fulfill the contract obligations, the
Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any
additional cost incurred by the Recipient.
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.
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.
II
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' 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
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 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
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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.
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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 at 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, 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. 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 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) Acme 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.
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(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.
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.
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
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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 Contractor's use whose costs are financed in whole or in part with Federal assistance
provided by FTA for transportation capital projects.
(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 i.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
E-1
City: Service Provider:
City of Fort Collins Electronic Concepts Inc. LLC
Attn: Purchasing Attn: Adam Jaspers
PO Box 580 614 Bentley Place
Fort Collins, CO 80522 Fort Collins, CO 80526
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, the sum of Nine Thousand Nine
Hundred Forty Six Dollars ($9,946).
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
SA January 2005
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 party at a higher
tier until FTA is ultimately notified.
(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.
17
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.
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 DBE's 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 goat 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
In
ce i'vnns
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 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":
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.
19
(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.
20
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
FTA Circular 4220.I13
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.
21
Davis Bacon Wages
GENERAL DECISION: CO20030008 06/02/2006 C08
Date: June 2, 2006
General Decision Number: CO20030008 06/02/2006
Superseded General Decision Number: C0020008
State: Colorado
Construction Type: Building
County: Larimer County in Colorado.
BUILDING CONSTRUCTION PROJECTS (does not include residential construction consisting
of single family homes and apartments up to and including 4 stories)
Modification Number
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
Publication Date
06/13/2003
08/15/2003
09/19/2003
10/03/2003
01/16/2004
02/20/2004
05/14/2004
06/18/2004
07/23/2004
08/20/2004
09/17/2004
01 /07/2005
01/14/2005
02/04/2005
03/04/2005
05/06/2005
06/03/2005
08/05/2005
11 /04/2005
01 /13/2006
02/03/2006
04/07/2006
05/05/2006
06/02/2006
22
Rates Fringes
AS BE0028-001 01 /01 /2006
Asbestos Workers/Insulator (Includes application of all insulating materials, protective
coverings, coatings and finishings to all types of mechanical systems) ....... $ 20.82 9.33
CARP 1001-001 05/01 /2005
Carpenter (Including Formbuilding and Metal Stud Work) ................... $ 22.70 7.99
CARP2834-001 05/01 /2006
Millwright.........................................................................................................$ 25.42 9.03
ELEC0068-009 01/01/2005
Electrician (Including Low Voltage Wiring and Installation of Communications Systems,
Security Systems, Telephones, and Temperature Controls) ........................ $ 28.91 10.19
ELEV0025-002 01/01/2006
Elevator Constructor.....................................................................................$ 32.025 13.265
FOOTNOTE:
a. Employer contributes 8% of basic hourly rate for over 5 years' service and 6% basic hourly
rate for 6 months' to 5 years' service as Vacation Pay Credit.
,SEVEN PAID HOLIDAYS: New Year's Day; Memorial Day; Independence Day; Labor Day;
Veterans Day; Thanksgiving Day; Friday after Thanksgiving Day; and Christmas Day.
IRON0024-001 08/01 /2005
Ironworker, Structural......................................................................................$ 21.25 8.16
" PAIN0930-001 07/01/2005
Glazier............................................................................................................$ 25.85 6.70
P LAS 0577-001 05/01 /2006
Cement Mason/Concrete Finisher...................................................... $ 23.01 7.65
PLU M0003-001 01 /01 /2006
Plumber
(Excluding HVAC work)..............................................................................$ 28.67 9.40
PLUM0208-001 07/01 /2005
Pipefitter
(including HVAC pipe)..................................................................................$ 29.52 8.60
SHEE0009-001 07/01 /2003
Sheet metal worker
(Includes HVAC duct and installation of HVAC systems) ........................ $ 26.59 9.70
S UCO2001-015 12/20/2001
Laborer
Common.....................................................................................................$ 9.56 2.36
23
RAA.,,.- IMS
WELDERS - Receive rate prescribed for craft performing
operation to which welding is incidental.
Unlisted classifications needed for work not included within the scope of the classifications listed
may be added after award only as provided in the labor standards contract clauses
(29CFR 5.5 (a) (1) (ii)).
In the listing above, the "SU" designation means that rates listed under the identifier do not
reflect collectively bargained wage and fringe benefit. rates. Other designations indicate unions
whose rates have been determined to be prevailing.
WAGE DETERMINATION APPEALS PROCESS
1.) Has there been an initial decision in the matter? This can be:
* an existing published wage determination
* a survey underlying a wage determination
* a Wage and Hour Division letter setting forth a position on a wage determination matter
* a conformance (additional classification and rate) ruling
On survey related matters, initial contact, including requests for summaries of surveys, should be
with the Wage and Hour Regional Office for the area in which the survey was conducted
because those Regional Offices have responsibility for the Davis -Bacon survey program. If the
response from this initial contact is not satisfactory, then the process described in 2.) and 3.)
should be followed.
With regard to any other matter not yet ripe for the formal process described here, initial contact
should be with the Branch of Construction Wage Determinations. Write to:
Branch of Construction Wage Determinations
Wage and Hour Division
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the
action) can request review and reconsideration from the Wage and Hour Administrator (See 29
CFR Part 1.8 and 29 CFR Part 7). Write to:
Wage and Hour Administrator
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
24
The request should be accompanied by a full statement of the interested party's position and by
any information (wage payment data, project description, area practice material, etc.) that the
requestor considers relevant to the issue.
3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to
the Administrative Review Board (formerly the Wage Appeals Board). Write to:
Administrative Review Board
U.S. Department of Labor
200 Constitution Avenue, N.W.
Washington, DC 20210
4.) All decisions by the Administrative Review Board are final.
END OF GENERAL DECISION
25
CG I9n11on.7MR
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 January 2005
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 defaulting 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.
3
SA January 2005
5. 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.
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 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
i3
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 at 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. 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.
I:]
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 Default (Transportation Services) If the Contractor fails to pick up the
commodities or to perform the services, including delivery 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 default.
The Contractor will only be paid the contract price for services performed in accordance with the
manner of performance set forth in this contract.
If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor
shall, upon direction of the City of Fort Collins, protect and preserve the goods until surrendered to
the Recipient or its agent. The Contractor and the City of Fort Collins shall agree on payment for the
preservation and protection of goods. Failure to agree on an amount will be resolved under the
Dispute clause.
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 City of Fort Collins.
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
10
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) The City of Fort
Collins may terminate this contract in whole or in part, for the Recipient's convenience or because of
the failure of the Contractor to fulfill the contract obligations. The City of Fort Collins shall terminate
by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective
date of the termination. Upon receipt of the notice, the Contractor shall
(1) immediately discontinue all services affected (unless -the notice directs otherwise),
and
(2) deliver to the Contracting Officer all data, drawings, specifications, reports,
estimates, summaries, and other information and materials accumulated in performing this
contract, whether completed or in process.
If the termination is for the convenience of the Recipient, the Contracting Officer shall make an
Equitable adjustment in the contract price but shall allow no anticipated profit on unperformed
services.
If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may
complete the work by contact or otherwise and the Contractor shall be liable for any additional cost
incurred by the Recipient.
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.
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 orfor 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 temlination 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, aftersetting up a
new work schedule, may allow the Contractor to continue work, or treat the termination as a
termination for convenience.
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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, P. O. Box 580 Fort Collins, Colorado 80522 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", consisting of twenty five (25)
pages, attached hereto and incorporated herein by this reference.
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SA January 2005
CITY OF FORT COLLINS, COLORADO
a municipal corporation
By: F -
Jame B. 'Neill II, CPPO, FNIGP
Direct r o Purchasi g and Risk Management
Date: z f
CORPORATE PRESIDENT OR VICE PRESIDENT
Date: Jne
(Corporate Sea )
SA January 2005
EXHIBIT "A"
SCOPE OF WORK
Public Announcement System Requirements for City of Fort
Collins Transit center at Colorado State University
The public address system will be used to make announcements at the City of Fort Collins
Transit Center at Colorado State University located at the Lory Student Center. The system
should consist of state of the art quality sound system with automatic and manual
announcements from multiple sources. The use of Toa Sound components or similar
components for Desk microphone, Amplifier, Modules, and Speakers is preferred. The system
requirements are highlighted below:
• Quality sound system with coverage in designated areas both internal and external,
Please see included map of areas to cover.
• Multiple inputs to announcement system with ability to expand capabilities.
o Paging microphone at front counter .
o Transit - Automatic Announcement system
o Phone system — (potential)
• Conduit will be provided for external speakers.
• Conduit will be provided for speaker wires from convenience store side of building to
data/ telecom room side.
• External speakers will be Green in color and secured in the ground (Landscape type).
• Zone 1
o Sound system to connect to output of ITS solution. ITS — Intelligent
Transportation System. Connection to input will be from TV tuner PC card or
computer in Data Telecom Room. The dedicated speakers will be in an
immediate area around the large LCD displays.
o Mechanical Volume control to be provided for each of the two screens.
• Zone 2
o Sound System to provide quality sound to space internal and external to the new
Transit Center Space. The areas to be included in the internal portion are the
following:
o Open spaces to include cafe area, atrium area and near the two entry areas.
■ Rest rooms
■ Convenience Store
o Include separate volume controls for inside and outside speakers from Zone 2.
Mount volume controls in field near customer service counter.
SA January 2005
• Zone 3
o Sound System to provide quality sound to the internal offices of operations for
Transfort / Dial -A -Ride to include the following rooms
■ Copier / open area room
■ Break room
• Manager office
• Supervisor office
■ Conference Room
o Volume controls to be installed in the following rooms, manual volume control
acceptable:
■ Manager office
■ Supervisor office
■ Conference Room
SA January 2005
EXHIBIT "C"
FEDERAL REQUIREMENTS
TABLE OF CONTENTS
LOBBYING...................................................................................................................................................
ACCESS TO RECORDS AND REPORTS..................................................................................................
FEDERALCHANGES...................................................................................................:..............................
CONTRACT WORK HOURS AND SAFETY STANDARDS ACT 40 U.S.C.? 827 -333 (1996)..................
Section107 (OSHA): ...................................................................................................................................
NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government.......
PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS.......................................................
ANDRELATED ACTS.................................................................................................................................
TERMINATION............................................................................................................................................
GOVERNMENTWIDE DEBARMENT AND SUSPENSION(NONPROCUREMENT)................................
PRIVACYACT............................................................................................................................................
CIVIL RIGHTS REQUIREMENTS.......................................................................
PATENT AND RIGHTS IN DATA........................................................................
DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 23..............
INTERESTS OF MEMBERS OF OR DELEGATES TO CONGRESS .................
PROHIBITED INTEREST
12
13
14
...................................... 15
...................................... 18
...::................................. 20
.........................................................................................................I................. 20
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS .................................... 21
David Bacon Wages
SA January 2005
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, at 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.
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. 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 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 Contractorwhich are directly pertinent to
this contract for the purposes of making audits, examinations, excerpts and transcriptions.
3. 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.
4. 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.
4