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509412 WARD ALTERNATIVE ENERGY LLC - CONTRACT - RFP - 7384 TRANSFORT CNG SITE MAINTENANCE CONTRACTOR
SERVICES 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 Ward Alternative Energy, LLC, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of five (5) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence October 1, 2012, and shall continue in full force and effect until September 30, 2013, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 1 of 29 Service Provider Response Time Requirements a. For a trouble call requiring telephone consultation: A qualified technician must respond within 30 minutes of the initial phone call from City personnel. b. For non -emergency unscheduled maintenance or repairs: A qualified technician must be onsite within one business day. If weekend service is requested, the appropriate overtime rates can apply. c. For emergency calls: A qualified technician must be onsite within two hours after the initial call from City personnel. Equipment Listing a. G.E. Gemini 250 SCFM compressor Model GE-M302-250 SCFM; year 2010 b. Ariel 200 SCFM compressor; Model Ariel JGP-2 200 SCFM; year — 1990 c. Ingersoll Rand 40 SCFM compressor; Model 20H40 NG; year — 2007 d. Gas Dryer Xebec Dryer Model STR24NGX-2; Year 2005 e. Three -tank storage system; ASME Storage Model CPI 5500 f. One gas dispenser g. Electrical panels containing circuit breakers and Motor starters. h. Priority and sequencing valve assembly and monitoring system A. Service Provider must: a. Provide normal services as established in work orders. b. Provide an after normal work hours phone number to be used by the City when requesting emergency or urgently needed services. Provide telephone and fax numbers, along with an email address for use during normal business hours for service requests and project coordination. c. Properly label and provide updated schematics of new and modified equipment. d. Comply with City recycling and solid waste reduction policies. e. Clean-up the job site at the end of each day and at work completion. f. Obtain any needed permits for repair or installation work and provide a copy of the permit to the City representative before work is started. B. Repair Order Procedure: a. All job estimates must be submitted on a unit price basis consistent with the prices established in the Pricing section. b. Contractor will invoice for all jobs completed on a unit price basis with the prices established in the Pricing section, including appropriate mark up on materials, if any. Copies of material invoices must be included with the billing invoices. c. Repair order number must be included on the billing invoices. Other Fees and Surcharges Mobilization or equipment charges: the City will not pay such charges when the Contractor is providing regular or emergency service work. Contractor may charge the City a reasonable fee for the use of equipment not normally carried or used in the course of providing such services, such as special recycling equipment or the rental of equipment like a forklift. Any such extra charges must be approved by the City representative. Trip charges: the City will not pay such charges when the Contractor is providing regular service work. Trip charges may be approved in special circumstances, such as when the Contractor arrives at the work site to find that services are no longer needed, for whatever reason; or when the Contractor is required to make extra trips to a work site. Such charges must be approved by Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 10 of 29 the City representative. Fuel surcharges: when fuel prices rise enough to cause an increase in the cost of providing services, the Contractor may request that the City allow an extra surcharge to cover such added costs. The City will decide, on a case -by -case basis, whether or not to grant such an increase. Firm, Fixed Price Bids Occasionally the City may request that the Contractor and other companies provide firm, fixed price bids for specified work. If the Contractor is awarded that work, it must be completed at the bid price, plus or minus any change orders approved by the responsible City representative. Employee Identification Contractor personnel must obtain an ID badge from Operations Services and display that badge whenever they are working in City facilities. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 11 of 29 EXHIBIT B COMPENSATION Pricing: _ Ward Group 09M Contract Prici.. ng and Options (Sept 20, 2012) VR 1 yR 2 yR 3 yR 4 yR 5 -Notes Months 6 Imtlal Bus Population of 17 Months @ Bus Population of 30 Standard proposal, revised 121 3, u U. Ui 0 9.�.._ .._ 12;._ _ _ _ 12._ _ 12 _ .. Weekly Routine Maintenance.. .... !. $15,971 $16,292 $16,623, $16,964 $17,315 _ Scheduled Maintenance $22,106 $16,267, $19,230 $23,4441 $16,008 Average Preventative Maintenance Total/_YR $38,077 $32,559'-_,$35,853,_ $40,408_ $33,322 - _ -__ .$36,0441 _._ Preventative Maintenance Taal / Me 'ent 73 i $$0.25. $2,713 $2,988 $3,367 $2,777. Ward. monthly invoice amount Per Estimate $0 $0.13, $0.13,_ $0 15' $0 12 As noted in the contract period section, at the option of the City the agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. The prices noted in the table above are the costs for each year that the City chooses to exercise the option to extend the agreement. Hourly rates charged for repair work performed under this agreement: A. Normal Hours (From 7:30 AM To 5:00 PM) Service Technician, Normal Rate: $ 127.00 per hour Service Technician, Overtime Rate: $ 191.00 per hour Service Technician, Holiday Rate: $ 255.00 per hour B: Material Costs: Please indicate below your company mark-up on materials used in performing normal maintenance and repairs to existing equipment: 35% percent markup for materials. Please indicate below your company mark-up on parts and/or equipment installed as part of an update or modification to the existing system: 35% percent markup for parts and equipment. Copies of material invoices are to be included with billing statements. C. Trip Charges The City does not pay trip charges or travel time for non -emergency service work. Emergency Repair call -out trip charge, if any: $ 200.00 Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 12 of 29 D. Emergency Call -out When the Contractor responds to an emergency call -out, the City will pay a minimum of two (2) hours of the assigned technician's applicable rate. If emergency repairs require more than eight (8) hours, the Contractor will be expected to assign personnel in a manner which will minimize overtime charges. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 13 of 29 EXHIBIT C 4FuelTek CNG Station Service Log .............n Date Work Began: --jJ_ Work Older7ype: Finished:. _1_1_ _ Preverrmeve Merit _Repar She Name: _call -Ord _Otter Special Irstructions (d any): Customer Notiled VVbrk Dore: B callo ut: Contact Name Tme Cell placed: Reported problem: PM Tv no _. _ Houle$_. _. . _.... . .... compmearA_ '.Comprwsor8: Filtratiom _ Oil level: CompreworA: Compressor 8- -Oil Drained Frem:(Chwk) _: Inlet Fibre _: Compressor Fltere : 0ryer Filters, Main Cosleaer 1 _:Mein Coeleaer2 :BDTwk Gas Handing Fllar _: D'apereer Fiftere —Other Oil Dialned: :'Compeasor A +_ grins Oil Added: CompressorA:, +__gma Comprwaor8: +_ grw Compressor's: +__gne 09ristal Sourow: ♦_ gms Total: +_ gm TotalSoumw:: =_ grre Haimulated BDT Oil: YIN Oi I Type: Gomprewoi A. Piewures � i { Temperetuiee InHt psi ! OdFiltec arena) ...._.... ....... ,Amtilent:' ...._... .._-. _degiaw F ., . _.. I'll. _.. C lenlmeae_ _ Ps!._.�^_ i6uoton _degrew,F __.._—pai tat Stage: _Psi I Out -_ psi i.let She_ _degrewF 2nd Stage: psi i Difterenae = psi i 2nd Stage degrees F 31dS�ei psiI ROT Preaam_e Pal '3rd Stage deg raeaF _ _ t 4th Stage; si 1 Tlme of0^ _em7 _ m I 4th6tage degrees F __Compressor_@Pressures,' 1�_ _� �f ��� e._Temperatures Inlat: pai '.OiIFiMer_ name) !Ambient: --- degrewF Clankosse_....—_p_s,i,.)In, .psi !Suotlon— degreasF 1ffi Siege: _psi ; Out - psi I let Stage_ _degrewF 2nd Stage: pai D1lterenoe = _psi 12nd Stage degrees F 31d 6�e: psi 1 BOT Pie®ure: _psi !Ord Stage deg was F 4th 6t a an ITim e of Os � M ami4thS a _d reaaF HDwe.' .lRefere nce ''Receptacle lReferenci !ConductiveTwt Gas Handling Equipment P9.__. _ Gleamed? P51'After FIR mom 1 I High Medium psi psi �— mom Z .._ ... _.. .... _. Ho&a 3 ). ... tow psi Hoag a Ho6 (..... __-------- ----- . ._..._ -.. __. __.... bet Temple le®ure: YIN How B... i Wore B I Notes: _._--_ Tme FIII ) ^�i _ Iriapectont -Check ifYw Comments Labor Deariptic n of M rk Compressore _ step Gas Handling Enclosure 6efe Rebate ' 0iapenwre i _ — sltesmila VerrfyEPO Ficus: Teohnuen IJarte: Mm_Eq mp .. . Other` MeterialaDesaription -.. Part Number' Quardity_' Notes- Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 14 of 29 EXHIBIT D City of Repair Order Service Request Form Fort Collins Repair / "N ' ^ Item g F �.../ Location: Please provide a description of the repair Item: Severity/ Urgenry of Repair: Emmkrmcy - immediate Urgent - within Iwo weeks Norm:d - within one month I amg'11.nn -wmh ii$�dulnd mnine.. i,mtt City of Fort Collins Contact: Phone Number: Ward Energy Contact: Phone Number: EJProvide Estimate of Repairs (attached copy of esf moe) Please indicate location of this problem(ptease be as spedlic as posslblel: Please list any known ®uses o(thls issue: City of Fort Collins (Repair request approval) Date Please describe work perfomed to correct this issue: CONFIRM ALL ABOVE ITEMS HAVE BEEN COMPLETED Word Energy Represenlmfve Slpnaturc City o/fort Collins Dote Date Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 15 of 29 EXHIBIT E 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. 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. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 16 of 29 EXHIBIT F FEDERAL REQUIREMENTS Some or all of the following Federal clauses apply to work conducted under this agreement. All work will be paid fully or in part with Federal funds. Such work shall not exceed $100,000 per contract term. Note that Davis -Bacon wage rates apply to any Federally funded construction work exceeding $2,000. NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. 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. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND 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 seg. 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. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. 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 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 Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 17 of 29 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. B. 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. C. 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 Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. Id=lWilILfcilt07: a. Termination for Convenience The City 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 to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. 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 City 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 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, 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. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 18 of 29 c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 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 the City's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from the City setting forth the nature of said breach or default, the City 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 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 elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. h. 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 may terminate this contract for default. The City 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 charged 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 [10] days from the beginning of any delay, notifies the City in writing of the causes of delay. If in the judgment of the City, the delay is excusable, the time for completing the work shall be extended. The judgment of the City 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. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 19 of 29 herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: Copy to: Service Provider: City of Fort Collins City of Fort Collins Ward Alternative Energy LLC Attn: Purchasing Attn: Mike Conley Attn: Beau Ward PO Box 580 PO Box 580 215 W. Oak Street, Suite 1000 Fort Collins, CO 80522 Fort Collins, CO 80522 Fort Collins, CO 80521 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, per the attached Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. 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 Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 2 of 29 CIVIL RIGHTS REQUIREMENTS 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.0 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 et sec., (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) 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. (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. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 20 of 29 DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 9_9 %. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. c. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the City of Fort Collins. In addition, is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City of Fort Collins and contractor's receipt of the partial retainage payment related to the subcontractor's work. d. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. 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 E, 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 (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 21 of 29 The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. DAVIS-BACON AND COPELAND ANTI -KICKBACK ACTS Davis -Bacon and Copeland Anti -Kickback Acts (applies to construction over $2000) Wage classifications likely to apply to this Agreement: General Decision Number: CO120008 08/31/2012 CO8 ELEC0068-00906/01/2011 - ELECTRICIAN PLUM0208-001 07/12/2012 - PIPEFITTER (Including HVAC pipe) (1) Minimum wages — Wages Fringes $ 31.60 12.57 $ 30.10 11.52 (i) All laborers and mechanics employed or working upon 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), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 22 of 29 provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis -Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and (4) With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 23 of 29 mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(v) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 24 of 29 (2) Withholding - 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 the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on 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), all or part of the wages required by the contract, the City of Fort Collins may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records — (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section I(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. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the City of Fort Collins for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 25 of 29 (1) That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees — (i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 26 of 29 wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements - The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 27 of 29 (6) Subcontracts - n/a (7) Contract termination: debarment - A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis -Bacon and Related Act requirements - All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility — (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (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 therefore- 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 shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor under any such contract or any other Federal contract with the same prime Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 28 of 29 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. SEISMIC SAFETY REQUIREMENTS The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. ENERGY CONSERVATION REQUIREMENTS 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. RECYCLED PRODUCTS 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. ADA ACCESS Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 et seq. and DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB's "Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 29 of 29 considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 9. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 10. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. C. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformance in design, materials and workmanship for a period beginning with the start of the work and ending twelve (12) months for labor and the number of months equal the manufacturer's warranty period for materials & equipment 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 nonconformance, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider on commercially reasonable terms and timeframe. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either parry should fail or refuse to perform according to the terms of this agreement, such parry may be declared in default thereof. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 3 of 29 WARDALT-01 KHAMMOCK , 1% o' CERTIFICATE OF LIABILITY INSURANCE ��� DATE(M 1011512012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Dillwham Insurance P.O.0x1669 Enid, OK 73702 CONTACT NAME: PHONE _ -2000 (FAACx -6703 AIC No, Ertl:(580) 233 No: (580) 242 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC If INSURERA: First Mercury Insurance Company 10657 INSURED INSURER B : INSURER C: Ward Alternative Energy, LLC INSURER D: 215 West Oak Street, Suite 1000 Fort Collins, CO 80521 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OFINSURANCE INSR UBR MD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDD/YYYV) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X TXCGL000001905601 10112/2012 10112/2013 DAMTG ES ea a ence $ 50,000 CLAIMS -MADE OCCUR MED EXP(Anyonepelson) $ Excluded PERSONAL& ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000' GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 X POLICY PROECT LOC $ AUTOMOBILE LIABNTY COMBINED SINGLE LIMIT Ea accitlenl $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE PER ACCIDENT $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION$ $ WORKERS COMPENSATION VIC STATU- OTH- AND EMPLOYERS' LIABILITY YIN TORY LIMIT E.I.. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA EL DISEASE - EA EMPLOYE $ (Mandatory in NH) If deacutPe under DESCRIPTION OF OPERATIONS below EL.DISEASE - POLICY LIMIT 1 $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Fort Collins, its officers, agents and employees are additional insureds as provided by the blanket additional insured endorsement to the general ilability policy. City of Fort Collins Attn: Purchasing P.O. Box 580 Fort Collins, CO 80522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD ACCER M CERTIFICATE OF LIABILITY INSURANCE INIMI °ATE1XI62012 1 wIEQD12 PRODUCER Plnnacol Assurance THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY 7501 E Lowry Blvd AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS Denver, CO 80230-7006 CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED Ward Alternative Energy LLC 215 W. Oak Street, Suite 1000 Fort Collins, CO 80521 INSU RA Plnnacol Assurance 41190 INSURER D: INGURERG' INSURER D. INSURERS COVERAGES .. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDNG ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WSR Mot PoLILYF3EEC11VE POLICY EXPIRATION LTR INSNO TYPF.CFNSURANCE POUC(NVMOER OATEMWOWIYn MT MMA(WYYp UKM GENERAL LIANILNT EACH OCf.IJRREWE OAW44E TO RENTED PPEVISES PIVIMERCIALORAERA LIAE`LRY CLAIMS MADE 0 OCCUR MEOIXP PEPSONA- 6 ADV RL'URY GENLAGGREGATE UVITAPPLIERSPEP: OEJERA4.AGGREWTE PRODUCTS-CGMPIOPAGG PoLCY PPOJEC! LOL AUTOMOBILE LIMURY CO4RINED SMGtE LIMR ANV AUTO EaP N, BOMY IWURY Al L OWNED AUTOS SCHEDULEDAUTOB I HIREDAUTOS WDLY RDURY NON�OWNEDAUrOS e, cell PROPERLY DAMAGE _ rve.xmenB GARAGE UABILIIT AUTOONLY w EAACCIOEM OTHER THAN EAACC ANYAUTO AIRU.NLY: AIX EXCESSNMBREUA UABIUTY EACH OCCURRENCE AGGREGATE OCCUR CWMSMADE DEDUCTIBLE RETENTION 5 WORKERS CONPENSATION AND WC BTATU OLHEfl A EMPLOYERS UABILIIY ANY PROPRIETORRARTNERUCWTIVE OFFICER 4159573 10/17/2012 11/01/2013 oR uMRs E.LEACH ACCIDENT 3100,000 ELOISEASE-EAEMPLOVEE $100,000 If II yae, pNae do-ft. untln SPECIAL PROVISIONS Eelew E.LOISEPSE-POLICY LIMn 500000 OTNER DESCRIPTION OF OPERATIONS/LOCATDNSNCIIICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION 141305B SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fort Collins THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO Attn: Purchasing P. O. Box 580 Fort Collins, CO 80522 MAIL 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Ryan Roginson ACORD 2N2001/08) Underwriter ACORD CORPORATION 1988 PROMEIRRUE' DILLINGHAM INSURANCE P 0 BOX 1669 ENID, OK 73702 1-580-233-2000 Policy number: 01898979-0 Underwritten by: ARTISAN AND TRUCKERS CASUALTY CO October 16, 2012 Page 1 of 1 Certificate of Insurance Certificate Holder Insured Agent Additional Insured WARD ALTERNATIVE ENERGY, DILLINGHAM INSURANCE CITY OF FORT COLLIN LLC P 0 BOX 1669 P.O. BOX 580 215 W OAK ST #1000 ENID, OK 73702 FORT COLLINS, CO 80522 FORT COLLINS, CO 80521 This document certifies that insurance policies identified below have been issued by the designated insurer to the insured named above for the period(s) indicated. This Certificate is issued for information purposes only. It confers no rights upon the certificate holder and does not change, alter, modify, or extend the coverages afforded by the policies listed below. The coverages afforded by the policies listed below are subject to all the terms, exclusions, limitations, endorsements, and conditions of these policies. ............................................................................................................................................................... I ............. Policy Effective Date: Oct 12, 2012 Policy Expiration Date: Oct 12, 2013 Insurance coverage(s) Limits BODILY INJURY/PROPERTY DAMAGE 51,000,000 COMBINED SINGLE LIMIT ANY AUTO B6DILYIN1uRY/PR6PERTY5AMAGE S1,000,000COMBINED SINGLE LIMIT Description of LocationNehicles/Special Items Scheduled autos only ........................... .................. 2012 FORD F250 1 FT7W2B62CEC21 956 Certificate number 29012NET979 Please be advised that additional insureds and loss payees will be notified in the event of a mid-term cancellation. A_ Form 5241 (I0/02) 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. 14. Indemnity/Insurance. a. The Service Provider agrees to indemnity 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 the negligence of the Service Provider. b. The Service Provider shall take commercially reasonable 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 E, 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 Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 4 of 29 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. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify 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 "e-Verify Program') or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 5 of 29 Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider 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 Service Provider 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. e. Service Provider 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. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" — CNG Station Service Log, Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 6 of 29 consisting of one (1) page; Exhibit D — Repair Order Service Request Form, consisting of one (1) page; and Exhibit E — Federal Requirements, consisting of thirteen (13) page, attached hereto and incorporated herein by this reference. CITY OF FORT COLLINS, COLORADO *0RT C044 a municipal corporation ` off, .. ys �'C� A. t �—:oa - �N� Q� •: By: L- Jame B O'Neill II, CPPO, FNIGP Direc r f Purchasing and Risk Management % .... _'s00 FORM: Date: / o 17- I f 2— WARD ALTERNATIVE ENER LLC By: PRINT AME CORPORATE PRESIDENT OR VICE PRESIDENT Date: I D— I '7 — t 2 ATTEST: (Corporate Seal) CORPORATE SECRETARY Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 7 of 29 EXHIBIT A SCOPE OF WORK Background Service Provider will perform inspection, maintenance and repair work for the City of Fort Collins. Repair work during the contract period will be requested through issuance of a repair order. There is no guaranteed minimum amount of services to be ordered. No repair order exceeding $75,000 will be issued. The City reserves the right to supply any or all materials. The contractor may be required to perform non -emergency work on weekends and outside normal business hours. The City of Fort Collins expects quality work meeting or exceeding minimum industry standards. Site Inspections Scheduled inspections will be performed on weekly basis to properly maintain the CNG equipment. Contractor will be required to provide an electronic and hard copy of the service/ inspection log to the City. Routine Maintenance/ Scheduled Maintenance Routine and Scheduled maintenance must be performed according to manufacturer's recommendations as required per each type of equipment. All scheduled maintenance must be coordinated first with the customer and is to be performed during off-peak fueling hours. Service intervals will be to the equipment manufacturer's recommendations negotiated by and agreed to by both parties. Routine maintenance will be as per CNG Station Service Lop sheet: See Exhibit C. a. Update site maintenance records. b. Notify City of potential problems based on analysis of records. Scheduled maintenance will include, at a minimum: Ariel Compressor items and service interval hours: a. Check safety controls — 400hrs b. Change oil and oil filters — 2,OOOhrs c. Change discharge and suction filter elements — 2,OOOhrs d. Clean strainer— 2,OOOhrs e. Drain and replace lubricator box oil — 2,OOOhrs f. Check crosshead guide clearance with feelers—4,OOOhrs g. Inspect valves for broken plates and loose center bolts — 4,OOOhrs h. Inspect cylinder bores for damage and excessive wear — 4,OOOhrs i. Inspect piston rings and rods — 4,OOOhrs j. Inspect frame for twisting or bending (realign if necessary) — 4,OOOhrs k. Check and calibrate all temperature and pressure gauges — 4,OOOhrs I. Check and record compressor rod run out — 4,OOOhrs m. Check all bolts for proper torque (on entire package) — 4,OOOhrs n. Open frame during oil change and check for foreign material — 8,OOOhrs o. Check connecting rod and main bearings clearance — 8,OOOhrs p. Check auxiliary and chain drive for sprocket teeth undercutting and chain for excessive stretch — 8,OOOhrs q. Check crosshead pin to crosshead pin bore and connecting rod bushing bore — 16,000hrs r. Check bushing clearance in the auxiliary end drive chain tightener—16,OOOhrs Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 8 of 29 s. Check lube oil pump capacity — 16,OOOhrs Gemini Compressor: a. Check all gauges — 720hrs b. Check safety controls — 720hrs c. Maintain compressor valves — 720hrs d. Check all bolts and nuts — 2,OOOhrs e. Change crankcase oil and filter — 2,OOOhrs f. Clean crankcase breather — 2,OOOhrs g. Clean and inspect piston rod packing — 4,OOOhrs h. Check clearance between crosshead and guide — 4,OOOhrs i. Pull pistons and check rings and cylinder walls — 4,OOOhrs j. Check crosshead, pin, and bearings — 4,OOOhrs k. Check connecting rod and main bearings — 12,OOOhrs IR Compressor: a. Compressor valves — 500hrs b. Intercooler tubing — 500hrs c. Cylinder cooling fins — 500hrs d. Screws and bolts — 500hrs e. Filters — 1,OOOhrs f. Frame oil change — 3,OOOhrs g. Frame — 3,OOOhrs h. Low oil level switch — 3,OOOhrs i. Crankcase heaters (if applicable) — 3,OOOhrs j. 3'd and 4" stage piston rings — 3,OOOhrs k. Shaft seal — 3,OOOhrs I. Relief valves — 3,OOOhrs m. 15' and 2nd stage piston rings — 8,OOOhrs n. Piston rods — 8,OOOhrs o. Crankpin bushings —8,OOOhrs p. Crankshaft ball bearings — 8,OOOhrs q. Cylinders — 8,OOOhrs Other components: a. Fueling hoses mega -ohm check — once per year b. Dispenser calibration — once per year c. Replace filters (dispensers, inlet, other) — once per year d. Dryer regeneration (as needed) — once per year e. Monitoring systems — once per year f. Call -out systems — once per year g. Steam clean system — twice per year h. Electric motor phase balance (amp draw test) — once per year i. Relief valve inspection and recertification as per manufacturer's requirements — once per year Parts Inventory Materials and fluids needed for Scheduled Maintenance services will be provided by the City. In order to keep downtime to a minimum, the Service Provider must provide a recommended list of service parts to be kept in inventory at the Transfort Shop. In order to minimize the impact of emergency breakdowns, the Service Provider will supply a list of recommended repair parts and a list of suppliers for those parts. The City will determine which common items to keep in stock and will be responsible for maintaining such stock. The Service Provider shall advise the City when stocked parts are used so they can be replaced. All other parts will be ordered as needed. Services Agreement 7384 Transfort CNG Site Maintenance Contractor Page 9 of 29