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HomeMy WebLinkAboutPETERSON TOYOTA SCION - CONTRACT - RFP - P1102 VANGO MINI VAN PURCHASEService Agreement VanGo Vans - 2008 THIS AGREEMENT made and entered into the day and year set forth below by and between the NORTH FRONT RANGE MPO, hereinafter referred to as the "MPO" and Pedersen Toyota, hereinafter referred to as "Contractor". 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 Contractor agrees to provide 7-passenger Sienna vans to the MPO, per P1102 and the Contractor's response to that RFP, both documents incorporated herein by this reference. Vehicle equipment and price changes shall be negotiated by and agreed to by both parties. 2. Contract Period This Agreement shall commence March 15, 2008, and shall continue in full force and effect until March 14, 2009 unless sooner terminated as herein provided. In addition, at the option of the MPO, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Written notice of renewal shall be provided to the Contractor and mailed no later than sixty (60) 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 Contractor must provide written notice to the MPO of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by MPO/Notice Notwithstanding the time periods contained herein, the MPO may terminate this Agreement at any time without cause by providing written notice of termination to the Contractor. 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. Vehicle purchase and rental agreements already in force at the time of such termination shall remain in force until the end of the term specified in each agreement, unless an earlier termination is negotiated and agreed to by both parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: MPO: Contractor: North Front Range MPO Pedersen Toyota 419 South Canyon, Suite 300 4455 S. College Ave Fort Collins, CO 80521 Fort Collins, CO 80525 TERMINATION 49 U.S.C. Part 18 PTA Circular 4220.1 D Termination for Convenience - The MPO 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 MPO to be paid the Contractor. If the Contractor has any property in its possession belonging to the MPO, the Contractor will account for the same, and dispose of it in the manner the MPO directs. Termination for Default - 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 MPO may terminate this contract for default. Termination shall be affected 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 MPO that the Contractor had an excusable reason for not performing, such a strike, fire or flood, events which are not the fault of or are beyond the control of the Contractor, the MPO, after setting up a new livery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination of convenience. Opportunity to Cure - The MPO in its sole discretion may, in the case of a termination for breach or default, allow the Contractor ten days 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 MPO's satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor of written notice from the MPO setting forth the nature of said breach or default, MPO shall have the right to terminate the Contractor without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude MPO 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 MPO elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the MPO shall not limit the MPO's remedies for any succeeding breach of that or any other term, covenant, or condition of this Contract. 10 GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) 49 CFR Part 29 Executive Order 12549 Certification Regarding Debarment, Suspension, and Other Responsibility Matters Lower Tier Covered Transactions (Third Party Contracts over $100,000). Instructions for Certification: 1. By signing and submitting this bid or proposal, 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, MPO may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the MPO if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous due to changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "lower tiered 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 MPO 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 ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by the MPO. 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 Non -procurement 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. II 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 MPO may pursue available remedies including suspension and/or debarment. (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 Contracts Involving Federal Privacy Act Requirements — The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract. (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. 12 CIVIL RIGHTS REQUIREMENTS 29 U.S.C. 6231 42 U.S.C. 2000 42 U.S.C. 6102, 42 U.S.C.12112 42 U.S.C. 12132, 49 U.S.C. 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq Civil Rights — The following requirements apply to the underlying contract: (1) Nondiscrimination — In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. 6102, Section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. 12132, and Federal transit law at 49 U.S.C. 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, 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 VII 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 at seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age — In accordance with Section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. 623 and Federal transit law at 49 U.S.C. 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities — In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, 'Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 13 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 solved by agreement of the parties shall be decided in writing by the authorized representative of the MPO's Director. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Director. 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 Director shall be binding upon the Contractor and the Contractor shall abide by the decision. Performance During Dispute — Unless otherwise directed by the MPO, 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 or damage. Remedies — Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the MPO 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 States in which the MPO is located. Rights and Remedies — The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the MPO, (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 agreed in writing. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 26 The Contractor and Subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Failure by the Contractor or Subcontractor to carry out these requirements is a material breach of the Contract which may result in the termination of this Contract or such other remedy as the recipient deems appropriate. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FTA Circular 4220.1D 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 4220.1D, dated April 15, 1996, are hereby incorporated 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 MPO requests which would cause the MPO to be in violation of the FTA terms and conditions. 14 FEDERAL AND STATE REQUIRED CERTIFICATIONS All certifications must be completed and signed by the contractor (vendor) In order for the bid to be responsive. A responsive bid includes not only, certification_skmatures for Buv America. BUY AMERICA CERTIFICATION Pursuant to Section 165 of the Surface Transportation Assistance Act of 1982, as amended by Section 337 of the Surface Transportation and Uniform Relocation Assistance Act of 1987, FTA regulations at 49 CFR, Part 661, and guidance issued by FTA, all bidders shall submit the following certificate with their bid or proposal. Failure to submit this certificate will automatically disqualify the bidder from consideration of a Contract award for this Project. An exemption from the "Buy America" requirements may be sought by the MPO if grounds for an exemption exist. CERTIFICATE OF COMPLIANCE WITH SECTION 165(a) The bidder hereby certifies that it will comply with the requirements of Section 165(a) of the Surface Transportation Assistance Act of 1982 and the applicable regulations in 49 CFR, Part 661. DATED: January 30, 2008 COMPANY: Pedersen Toyota on SIGNATURE#*Q�1(� TITLE: General Manager 15 EBE-AWARD CERTIFiCA L� As required by Title 49 of the CFR, Part 663 — Subpart B. Pedersen Toyota Scion (the Vendor) Is satisfied that the vehicles to be purchased, 5 oyota Sienna L vans (number and description of vehicles) from Toyota Moeor orp, (the manufacturer), meet the requirements of Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, The grantee or its appointed analyst (the analyst — not the manufacturer or Its agent) has reviewed documentation provided by the manufacturer, which lists: (1) The propose component and subcomponent parts of the buses Identified by manufacturer, country or origin, and costs; and (2) The proposed location of the final assembly point for the buses, including a description of the activities that will take place at the final assembly point and the cost of final assembly, PRE -AWARD PURCHASER'S REQUIREMENTS CERTIFICATION As required by Title 49 of the CFR, Part 663 — Subpart B pedersen Toyota Scion (the Vendor) certifies that the vehicles to be purchased. _$ Toyota ai en ya _� E vane (number and description of vehicles) from Toyota Moror (the manufacturer), are the same product described in the grantees' solicitation specificatlon and that the proposed manufacturer is a responsible manufacturer with the capability to produce a vehicle that meets the specifications, PRE -AWARD FMVSS COMPLIANCE CERTIFICATION As required by Title 49 of the CFR, Part 663 — Subpart D, p I m a the Vendor) certifies that It received, at the pre -award stage, a copy of Moro is (the manufacturer) self -certification Information stating that the vehicles, a (number and description of vehicles), will comply with the relevant Federal LE Motor Vehicle Safety Standards issued by the National Highway Traffic Safety Administration in Title 49 of the Code of Federal Regulations, Part 571. Vendor: Pedersen Toyota Scion Address: 4455 So. College Ave. Ft. Collins, Co Signaturex`_ Title: General Manager I CERTIFICATION OF COMPLIANCE WITH FEDERAL MOTOR VEHICLE SAFETY STANDARDS The bidder hereby certifies that the vehicle complies with relevant Federal Motor Vehicle Safety Standards Issued by the National Traffic Safety Administration. Pedersen Toyota Scion NAME OF INDIVIDUAL, PARTNER, OR CORPORATION 4455 So. College Ave. Et. Collins, Co 80525 ADDRESS, CITY, STATE Cy AUT/HrORIIZED RE _SENTATIVE SIGNATURE General Manager January 30, 2008 TITLE DATE 17 CERTIFICATION OF RESTRICTIONS ON LOBBYING 1, Mark Pedersen General Manager hereby certify on (Name) OWN behalf of�e qrs that: (FIM) (1) No Federal appropriated funds have been paid or will be paid, or on behalf of the undersigned, to any person for influencing or attempting to influence all 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 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 influencing or attempting to influence 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. This certification is a material representation of fact upon which reliance is 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 Section 1352, Title 31. U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty or not less than $10,000 and not more than $100,000 for each suc re. Dated:'V January 30, 2008 (Name) General Manager (Title) _ Pedersen Toyota Scion (Firm) 18 CERTIFICATION OF PRIMARY CONTRACTOR REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS The Primary Contractor, Pedersen Toyota Scion , certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for DEBARMENT, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; 2. Have not within a three (3) Year period preceding this proposal been convicted of or had a civil Judgment rendered against them for commission of fraud or a criminal offense In connection with obtaining, attempting to obtain, or performing a public (Federal, State or Local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently Indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or Local) with commission of any of the offense enumerated in paragraph (2) of this certification; and 4. Have not within a three (3) year period preceding this application/proposal had one (1) or more public transactions (Federal, State or Local) terminated for cause or default. if the above named Primary Contractor is unable to certify to any of the statements in this certification, the Primary Contractor shall attach an explanation to this certification. The Primary Contractor, Pedersen Toyota Scion certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification and understands that the provision of 31 U.S.C. 'set 1 et seq. are applicable thereto. ignatureand of Authorized Official The undersigned chief legal counsel for the hereby certifies that the has authority under State and local law to comply with the subject assurances and that the certification above has been legally made. Signature of AppiicanPs Attorney Sate — INELIGIBLE BIDDERS hereby certifies that it is / Is not (underscore one) included on the U.S. Comptroller General's Consolidated List of Persons or Firms Currently Debarred or Violations of Various Public Contracts Incorporating Labor Standards Provisions. BY: AUTHORIZED OFFICIAL SIGNATURE 19 5. Contract Sum The MPO shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, the sum of $24,037 for each 7-passenger 2008 Toyota Sienna van procured under this agreement. Vans shall be equipped as specified in P1102. Changes in equipment and pricing shall be negotiated by and agreed to by both parties. 6. MPO Representative The MPO will designate its representative who shall make, within the scope of his or her authority, all necessary decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the MPO Representative. 7. Independent Service provider The services to be performed by Contractor are those of an independent service provider and not of an employee of the MPO. The MPO shall not be responsible for withholding any portion of Contractor'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 MPO enters into the Agreement based on the special abilities of the Contractor and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Contractor shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the MPO. 9. Acceptance Not Waiver The MPO'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 MPO under this Agreement or cause of action arising out of performance of this Agreement. 10. 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. 11. 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. 12. 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 STATE OF COLORAD LICENSE CERTIFICATION Mark Pedersen , representing the Vendor, swear that the Vendor is licensed to sell vehicles in the State of Colorado under license # 0655 Vendor: Pedersen Toyota Scion Address: 4455 So. College Ave_,, Ft. Collins, Co. 80525 Signature: [>/�,fj✓---- — Title: General Manager Manufacturer: TQ, nta Snt:nr coop Address: 9676 S. Maroon Cir. Englewood, Co. 80112 Signature:6 Title: Notary Public: f Commission E .y 1_ t • :" I1-I-aai�U 20 V) NDOR SCRyICR AND PART$ SUPPORT DATA Location of Nearost Technical Se vice Renrasontative and Wawa riy to the MPO in the State of Colorado Name: Steve Mrazik Street Address: 4455 So. College Ave. City,Stnte,Zip: Ft. Collins, Co. 80525 Telephone: 970-223-3100 Fax: Email: The Vendor will describe technical services readily available from above representative. Location Of Nearest Part. Distribution Center to North Front Range MPO in Colorado Name: Paul Bendele _ Street Address: Same as above City, State, Zip: Telephone: Email: Fax: The Vendor shall describe the extent of parts available at said center. 10.0 PROPOSING FIRMS STATEMENT I have read and fully understand all the conditions, specifications, and special instructions set forth above, l hereby agree to comply with all said conditions, special instructions, and specitcations as stated or implied. For questions concerning this RFP, contact Jim Hume, Buyer, 970-221-6776. Stgtmtule; �,,, Titlo: General Manager Date: January 30, 2008 Company: Pedersen Toyota Scion Nance: Mark Pedersen Street: 4455 So. College Ave Phonofl: 970-223-3100 City: Ft. Collins, Fax 4: 970-223--5200 State/Zip: Co. 80525 P,nlail: rlewis@pedersentoyota.com 21 and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Indemnity/Insurance a. The Contractor agrees to indemnify and save harmless the MPO, 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 Contractor shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. 13. 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. 14. 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. 15. Prohibition Against Employing Illegal Aliens This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: A. As of the date of this Agreement: 1. Contractor does not knowingly employ or contract with an illegal alien; and 2. Contractor has participated or attempted to participate in the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the 'Basic Pilot Program") in order to verify that Contractor does not employ any illegal aliens. B. Contractor shall not knowingly employ or contract with an illegal alien to perform works under this Agreement or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Contractor shall continue to apply to participate in the Basic Pilot Program and shall in writing verify same every three (3) calendar months thereafter, until Contractor is accepted or the public contract for services has been completed, whichever is earlier. The requirements of this section shall not be required or effective if the Basic Pilot Program is discontinued. D. Contractor is prohibited from using Basic Pilot Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. E. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: 1. Notify such subcontractor and MPO within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. F. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. G. If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the MPO may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the MPO arising out of Contractor's violation of Subsection 8-17.5-102, C.R.S. H. The MPO will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the MPO terminates the Agreement for such breach. 16. Federal Terms and Conditions, Federal Certifications, and State Certifications The vehicles included in this proposal are to be partially financed with the assistance of grants from the Federal government under the Federal Transit Act, as amended. The contractor will be required to comply with all applicable regulation, terms and conditions prescribed by grant's Master Agreements between the United States Department of Transportation Federal Transit Administration (FTA) and the Colorado Department of Transportation (CDOT). In addition, certain CDOT certifications are required. The Federal clauses, Federal certifications, and State Certifications are attached as Exhibit "A" and incorporated herein by this reference. North Front Range MP By: Cliff Davi son Executive Director Date: Pedersen Toyota Scion By: _��----- Mark Pedersen General Manager Date: EXHIBIT A: Federal Terms and Conditions, Federal Certifications and State Certifications BUY AMERICA REQUIREMENTS 49 U.S.C. 53230) 49 CFR Part 661 Buy America — The contractor agrees to comply with 49 U.S.C. 53230) and CFR Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, software, and small purchases (currently less than $100,000) made with capital, operating or planning funds. Separate requirements for rolling stock are set out at 53230)(2)© 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. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) 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 a non -responsive. This requirement does not apply to lower tier subcontractors. ENERGY CONSERVATION REQUIREMENTS 42 U.S.C. 6321 et seq. 49 CFR Part 18 Energy Conservation — 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 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. PRE -AWARD AND POST DELIVERY AUDITS REQUIREMENTS 49 U.S.C.5323 49 CFR Part 663 Pre -Award and Post -Delivery Audit Requirements — The Contractor agrees to comply with 49 U.S.C. 5323(1) and FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following certifications. (1) Buy America Requirements: The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly. (2) Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable to meeting the bid specifications. (3) Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit 1) manufacturer's FMVSS self -certification sticker information that the vehicle complies with relevant FMVSS or 2) manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. LOBBYING 31 U.S.C. 1352 49 CFR Part 19 49 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. ACCESS TO RECORDS AND REPORTS 49 U.S.C.5326 18 CFR 18.36 (1) 49 CFR 633.17 Access to Records — The following access to records requirements apply to this Contract: t. Where the Purchaser is not a State, but 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 United 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. 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. 3. 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 (6) dated October, 1999) 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. 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 FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES 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. 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 certifications, 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 claims, 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.