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HomeMy WebLinkAbout284919 ECONOLITE CONTROL PRODUCTS INC - CONTRACT - RFP - 7398 VIDEO DETECTION SYSTEMSERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Econolite Control Products, Inc., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of two (2) pages and incorporated herein by this reference. Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence upon signing, and shall continue in full force and effect until September 14, 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 in writing 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. Services Agreement 7398 Video Detection System Page 1 of 24 Embedded Software Operation The embedded system software shall be capable of performing a variety of diagnostic, installation and fault tolerant operations; managing data communication; and providing digital video streaming. The software shall permit standard internet browsers to connect and remotely perform basic configuration, maintenance, and video streaming services. Verification of capabilities of embedded software shall be demonstrated on the deployed system. Data Characteristics and Storage The video detection system shall provide summary traffic statistics including volume, occupancy, and speed which can be retrieved remotely or locally via embedded non-volatile memory that have at least eight (8) megabytes for traffic data storage. Verification of data characteristics and storage shall be demonstrated on the deployed system. Services Agreement 7398 Video Detection System Page 10 of 24 EXHIBIT B COMPENSATION Cost and Work Hours The Econolite 'Autoscope Solo TerraT "r" system requires three major components: • An integrated camera and processor unit with built in surge suppression. • A rack mount style contact closure interface to the controller (supporting 1-8 cameras). • A communications interface panel (also supporting 1-8 cameras) providing power, lightning protection, and RJ45 Ethernet port communications to the cameras. Below is a line item description of individual components of and Autoscope Solo Terra video detection system: Item Ouantity Description (Model Number) Sell Price Extended 1 1(ea) Solo Terra cam era (ASOLOTERRAIS) $3,800.00 $3,800.00 2 I(ea) Terra Interface Panel (ATIP1) 955.00 955.00 3 I(ea) Terra Access Point (ATAPE) 1,850.00 1,850.00 4 1(ea) Horizontal Mounting Bracket (AMBKTMIIS) 60.00 60.00 5 1(ea) Red/Green Interface Panel (33457G57) 155.00 155.00 6 1(ea) Input / Output Harness (ASTCBLI2) 20.00 20.00 Work Hours Included with the purchase price of the Solo Terra system is the onsite support of an authorized and factory-trainedAutoscope representative. .Addendum No. 1 — "Complex" Intersection Pricing Below is a summary of the components required to satisfy the detection objectives for the sample "Complex" Intersection, with a six -leg (6)-camera Autoscope Solo Terra video detection system: Item Quantity Description/ModelNumber Sell Price Extended 1 6(ea) Solo Terra camera (ASOLOTERRA IS) S3,800.00 $22,800.00 2 1(ea) Terra Interface Panel (ATIPI) 955.00 955.00 3 1(ea) Terra Access Point (ATAPE) 1,850.00 1,850.00 4 6(ea) Horizontal Mounting Bracket (AMBKTMI IS) 60.00 360.00 5 1(ea) Red/Green Interface Panel (33457G57) 155.00 155.00 6 1(ea) Input / Output Harness (ASTCBLI2) 20.00 20.00 Total Complex Intersection Project Price $26,140.00 Notes. I. Included with the purchase price of the Solo Terra system is the onsite support of an authorized and factory-trainedAutoscope representative. Onsite representative should be scheduled a minimum of two weeks before any system turn -on. Econolite will accommodate short -notice installations, as permissible. 2. Figures provided above do not include installation labor, field cabling, lane closures, or field communications integration and/or troubleshooting. Services Agreement 7398 Video Detection System Page 11 of 24 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Services Agreement 7398 Video Detection System Page 12 of 24 FEDERAL TRANSIT ADMINISTRATION TABLE OF CONTENTS Federally Reauired and Other Model Contract Clauses 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES..............................................................14 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS.....................................................................................................................................................14 3. ACCESS TO RECORDS AND REPORTS.....................................................................................14 4. FEDERAL CHANGES...................................................................................................................15 5. TERMINATION..............................................................................................................................16 6. CIVIL RIGHTS REQUIREMENTS..................................................................................................16 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE)...................................................................17 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS ..........................18 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION(NONPROCUREMENT)....................18 10. BUY AMERICA..............................................................................................................................19 11. BREACHES AND DISPUTE RESOLUTION..................................................................................21 12. LOBBYING....................................................................................................................................21 13. CLEAN AIR....................................................................................................................................23 14. CLEAN WATER REQUIREMENTS...............................................................................................23 15. CARGO PREFERENCE REQUIREMENTS...................................................................................23 16. FLY AMERICA REQUIREMENTS.................................................................................................24 17. ENERGY CONSERVATION REQUIREMENTS.............................................................................24 18. ADA Access..................................................................................................................................24 19. CITY OF FORT COLLINS BID PROTEST PROCEDURES ..................Error! Bookmark not defined. Services Agreement 7398 Video Detection System Page 13 of 24 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 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 sec. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. 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 Services Agreement 7398 Video Detection System Page 14 of 24 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. 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). D. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Characteristics Operational Service Contract Turnkey Construction Architectural Engineering Acquisition of Rolling Stock Professional Services I State Grantees None Those None None None None a. Contracts below SAT imposed on ($100,000) state pass None thru to Yes, if non- None unless None unless None unless non- b. Contracts above unless' Contractor competitive non- non- competitive award $100,000/Capital non- award or if competitive competitive Projects competitive funded thru3 award award award 5307/5309/5 311 II Non State Grantees Those a. Contracts below SAT Yes3 imposed on Yes Yes Yes Yes ($100,000) non -state b. Contracts above Yes3 Grantee pass Yes Yes Yes Yes $100,000/Capital thru to Projects Contractor Sources of Authority: 149 USC 5325 (a) z 49 CFR 633.17 318 CFR 18.36 (i) 4. FEDERAL CHANGES 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 Services Agreement 7398 Video Detection System Page 15 of 24 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. 5. TERMINATION a. Termination for Convenience (General Provision) 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 [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City 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. c. Opportunity to Cure (General Provision) The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to the City'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. 6. 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.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Services Agreement 7398 Video Detection System Page 16 of 24 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. 7. 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%. A separate contract goal has not been established for this procurement. Services Agreement 7398 Video Detection System Page 17 of 24 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. d. 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. e. 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. 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS 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. 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government -wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103- 355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to Services Agreement 7398 Video Detection System Page 18 of 24 $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions." Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Clause Languaae The following clause language is suggested, not mandatory. It incorporates the optional method of verifying that contractors are not excluded or disqualified by certification. 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. 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 (insert agency name). If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to {insert agency name), 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. 10. BUY AMERICA The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. 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 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled 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 Services Agreement 7398 Video Detection System Page 19 of 24 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: Copy to: Service Provider: City of Fort Collins City of Fort Collins Econolite Control Products, Attn: Purchasing Attn: Britney Sorensen, Traffic Inc. PO Box 580 PO Box 580 Attn: Gus Nunez Fort Collins, CO 80522 Fort Collins, CO 80522 3360 East Palma Ave 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. Services Agreement 7398 Video Detection System Page 2 of 24 (below) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. Certification requirement for procurement of steel, iron, or manufactured products Certificate of Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 C.F.R. Part 661.5. Date Signature 3 Company Name i ��� cx �c Cot �Q�� a� ucn Title r1 oct_ U\Cc� cS��crS1' Certificate of Non -Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230)(1) and 49 C.F.R. 661.5, but it may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 C.F.R. 661.7. Date Signature Company Name Title Certification requirement for procurement of buses, other rolling stock and associated equipment Certificate of Compliance with 49 U.S.C. 5323(j)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and the regulations at 49 C.F.R. Part 661.11. Date Signature Company Name Title Certificate of Non -Compliance with 49 U.S.C. 5323(j)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 53230)(2)(C) and 49 C.F.R. 661.11, but may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(A), 5323(j)(2)(B), or 53230)(2)(D), and 49 CFR 661.7. Date Services Agreement 7398 Video Detection System Page 20 of 24 Signature Company Name Title 11. BREACHES AND DISPUTE RESOLUTION Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of City's [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by City, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the City is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City, (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 12. LOBBYING Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Services Agreement 7398 Video Detection System Page 21 of 24 Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti -Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. Services Agreement 7398 Video Detection System Page 22 of 24 This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor,_Eeu����'« certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agreqs;4ha"he provisions of 31 U.S.C. A 3801, et seq., apply to this certification and Signature of Contractor's Authorized Official V. r. Name and Title of Contractor's Authorized Official v G aiJ 3 Date 13. CLI N IR 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 seg. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 14. CLEAN WATER REQUIREMENTS Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et sec . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 15. CARGO PREFERENCE REQUIREMENTS Cargo Preference - Use of United States -Flag Vessels - The contractor agrees: a. to use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract Services Agreement 7398 Video Detection System Page 23 of 24 to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill -of -lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material. or commodities by ocean vessel. 16. FLY AMERICA REQUIREMENTS The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government -financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 17. ENERGY CONSERVATION REQUIREMENTS 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. 18. 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 7398 Video Detection System Page 24 of 24 Client#: 1260332 305ECONOGRO ACORD,. CERTIFICATE OF LIABILITY INSURANCE D7 0/2IDD/YYYY) 7/1012013 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 BB&T Insurance Services of Orange Count g y CONTACT Vanessa Maldonado NAME: PHONE 714 578-7256 FA% 877-297-1116 -MAL Ext : A/C, No ADDRESS: vmaldonado@bbandt.com 680 Langsdorf Drive Suite 100 Fullerton, CA 92831 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Property Casualty Co 25674 INSURED Econolite Control Products, Inc. 3360 E. La Palma Ave. INSURER B: Liberty Insurance Underwriters 36439 INSURER C: Anaheim, CA 92806 INSURER D : 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 CONTRACTOR 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 OF INSURANCE ADDLSUBR INSR WVD POLICY NUMBER POLICY EFF MM/DD/YYYV POLICY EXP MMIDDIYYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 51 OCCUR 6303193N600TIL13 04/27/2013 04/27/201A EACH OCCURRENCE $1,000,000 PREMISES Ea occurrDence $1 OO OOO MED EXP (Any one person) S 5,000 PERSONAL B ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 1-1 POLICY 7 jE7 LOCI PRODUCTS - COMP/OP AGG $2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOSAUTOS HIRED AUTOS X NON -OWNED AUTOS 8103193N600TIL13 04/27/2013 04/27/201A COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY(Per person) SALL IX BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ B X UMBRELLA LIAB EXCESS LIAB N OCCUR CLAIMS -MADE 100003863002 4/27/2013 04/2712014 EACH OCCURRENCE $2 OOO OOO AGGREGATE s2,000,000 DED I X RETENTION$0 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A UB9501BO9613 4/27/2013 04/27/2014 X WCSTATU- OTH- E.L. EACH ACCIDENT $1 000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT S1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) RE: 7398 Video Detection System. Certificate Holder is added as Additional Insured & Waiver of Subrogation per policy form #CGD4581008 a part of policy #6303193N600TIL73. Certificate Holder Amended to Read: The City, its officers, agents, and employees. City of Fort Collins City's Director of Purchasing and Risk Mangement PO 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 ACORD 25 (2010/05) 1 of 1 #S70761835/M10363112 @ 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD VLMAL COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INTERNATIONAL XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured B. Blanket Additional Insured — Broad Form Vendors C. Limited Worldwide Liability Coverage — In- demnity Basis D. Damage To Premises Rented To You • Perils of fire, explosion, lightning, smoke, water • Limit increased to $300,000 E. Blanket Waiver of Subrogation F. Blanket Additional Insured — Owners, Manag- ers or Lessors of Premises G. Blanket Additional Insured — Lessors of Leased Equipment H. Incidental Medical Malpractice I. Personal Injury —Assumed by Contract J. Amended Bodily Injury Definition PROVISIONS A. BROADENED NAMED INSURED 1. The following is added to SECTION If —WHO IS AN INSURED: Any organization, other than a partnership or joint venture, over which you maintain owner- ship or majority interest on the effective date of the policy qualifies as a Named Insured. However, coverage for any such organization will cease as of the date during the policy pe- riod that you no longer maintain ownership of, or majority interest in, such organization. 2. The following replaces Paragraph 4.a. of SECTION 11— WHO IS AN INSURED: K. Bodily Injury to Co -Employees and Co - Volunteer Workers L. Aircraft Chartered with Crew M. Non -Owned Watercraft — Increased from 25 feet to 50feet N. Increased Supplementary Payments • Cost of bail bonds increased to $2,500 • Loss of earnings increased to $500 per day O. Medical Payments — Limit increased to $10,000 per person P. Knowledge and Notice of Occurrence or Of- fense Q. Unintentional Omission R. Reasonable Force — Bodily Injury or Property Damage S. Transportation Expenses For Repatriation or Relocation of Injured Or Sick Employees a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, unless reported in writing to us within 180 days. B. BLANKET _ADDITIONAL INSURED: - !BROAD, :FORM VENDORS! The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for 'bodily injury' or "property damage" that: CG D4 58 10 08 © 2008 The Travelers Companies, Inc. Page 1 of 9 COMMERCIAL GENERAL LIABILITY a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement, or the limits shown in the Declarations of this Coverage Part, whichever are less. b. The insurance provided to such vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in "your products" made intentionally by such vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (6) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (7) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or for such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. C. LIMITED WORLDWIDE LIABILITY COVERAGE — INDEMNITY BASIS 1. The following replaces the definition of "cov- erage territory" in the DEFINITIONS Section: "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if: (1) The "bodily injury" or "property dam- age" is caused by an "occurrence" that takes place; or (2) The "personal injury" or "advertising injury" is caused by an offense com- mitted; in the course of travel or transportation between any places included in Para- graph a. above; or c. All other parts of the world except the "prohibited area", but only if the injury or damage arises out of: (1) Goods or products made, sold, han- dled or distributed by you, or services provided by you to your customers or clients, in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3). ".Personal injury" or "advertising in- jury" offenses committed through the Internet or similar electronic means of communication; provided that the insured's responsibility to pay damages is determined in a "suit" on the merits brought anywhere in the world except the "prohibited area", or in a settlement we agree to. With respect to "occurrences" that take place, or "personal injury" or "advertising injury" of- fenses committed within the territory de- scribed in Paragraph c. above, the following conditions apply: Page 2 of 9 © 2008 The Travelers Companies, Inc. CIS D4 58 10 08 (i) This insurance is excess over any valid and collectible other insurance available to the insured, whether primary, excess, contingent or on any other basis. (ii) This insurance is not a substitute for "compulsory admitted insurance" in any country or jurisdiction included in Para- graph c. above, regardless of whether this insurance would qualify as "compul- sory admitted insurance' in such country or jurisdiction or is accepted by the ap- propriate authorities as proof of "compul- sory admitted insurance'. You agree to maintain "compulsory ad- mitted insurance" at the limits required by law. Your failure to do so will not invali- date the coverage provided for such "oc- currences" or offenses, but we will only be liable to the same extent we would have been liable had you maintained "compulsory admitted insurance". For purposes of this Paragraph (ii), "com- pulsory admitted insurance' means in- surance that is: (1) Required to be in -force to satisfy the legal requirements of a specific coun- try or jurisdiction; and (2) Issued by an insurance fund adminis- tered by such country or jurisdiction or issued by an insurer licensed or permitted by law to do business in such country or jurisdiction. (iii) With respect to defending the insured against, or the investigation or settlement of, any claim or "suit' brought against the insured, the following will apply: (1) The phrase "We will pay....." in the first sentence of Paragraph 1.a. of SECTION I — COVERAGES — COV- ERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY and Paragraph 1.a. of SECTION I — COVERAGES — COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is replaced by the phrase "We will indemnify the in- sured for....". (2) You must arrange to defend the in- sured against, and investigate or set- tle, any claim or "suit'. (3) Neither you nor any other involved insured will make any settlement without our consent. COMMERCIAL GENERAL LIABILITY (4) We will pay expenses incurred with our consent for your defense of the insured against any "suit" seeking damages for "bodily injury', "property damage', "personal injury" or "adver- tising injury" to which this insurance applies. (5) We may, at our discretion, participate in defending the insured against, or in the settlement of, any claim or "suit'. 2. The following is added to the DEFINITIONS Section: "Prohibited area" means any country or juris- diction while any trade sanction, embargo, or similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction. D. DAMAGE TO PREMISES RENTED TO YOU 1. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c. through n. do not apply to dam- age to premises while rented to you, or tem- porarily occupied by you with permission of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water. A separate limit of insurance applies to such damage to premises as described in Para- graph 6. of Section III — Limits Of Insurance. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pres- sure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from wa- ter; c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. CG D4 58 10 08 © 2008 The Travelers Companies, Inc. Page 3 of 9 COMMERCIAL GENERAL LIABILITY 2. The following replaces Paragraph 6. of SEC- TION III — LIMITS OF INSURANCE: Subject to 5. above, the Damage To Prem- ises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or wa- ter. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from fire; explosion; lightning; smoke resulting from such fire, ex- plosion, or lightning; water; or any combina- tion of any of these. The Damage To Premises Rented To You Limit will be the higher of: a. $300,000; or b. The amount shown on the Declarations of this Coverage Part for Damage To Prem- ises Rented To You Limit. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or tempo- rarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from such fire, ex- plosion, or lightning; or (5) Water. is not an "insured contract'; 5. The following replaces Paragraph 4.b.(1)(b) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for premises rented to you, or temporarily occupied by you with the permission of the owner; E. +BLANKET WAIVER_OF SUBROG_A_TIO_N The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work"; or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss. F. +BLANKET ADDITIONAL INSURED —OWNERS;. MANAGERS OR LESSORS OF PREMISES} The following is added to SECTION 11 — WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to name as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage","personal injury' or "advertising injury" that: a. Is "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "per- sonal injury" or "advertising injury" caused by an offense that is committed, after you have signed and executed that contract or agree- ment; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following pro- visions: a. The limits of insurance provided to such premises owner, manager or lessor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown on the Declarations of this Coverage Part, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) "Bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is com- mitted, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on Page 4 of 9 © 2008 The Travelers Companies, Inc. CG D4 58 10 08 8. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 9. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 10. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. C. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 11. Default. Each and every term and condition hereof shall be deemed to be a Services Agreement 7398 Video Detection System Page 3 of 24 behalf of such premises owner, manager or lessor. c. The insurance provided to such premises owner, manager or lessor is excess over any valid and collectible other insurance available to such premises owner, manager or lessor, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. G`BLANKET ADDITIONAL INSURED —(LESSORS OF LEASED EQUIPMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is an equipment lessor and that you have agreed in a written con- tract or agreement to include as an additional in- sured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertis- ing injury' that: a. Is "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "per- sonal injury" or "advertising injury" caused by an offense that is committed, after you have signed and executed that contract or agree- ment; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown on the Decla- rations of this Coverage Part, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occur- rence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease ex- pires. c. The insurance provided to such equipment lessor is excess over any valid and collectible other insurance available to such equipment lessor, unless you have agreed in a written contract for this insurance to apply on a pri- mary or contributory basis. COMMERCIAL GENERAL LIABILITY H. INCIDENTAL MEDICAL MALPRACTICE 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed in providing or failing to provide "incidental medical services" to a person. 2. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; c. First aid; or d. "Good Samaritan services". "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. 3. The following is added to Paragraph 2.a.(1) of SECTION II —WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to any "bodily injury" arising out of any providing or failing to provide "incidental medical services" by any of your "employ- ees", other than an employed doctor. Any such "employees" providing or failing to pro- vide "incidental medical services" during their work hours for you will be deemed to be act- ing within the scope of their employment by you or performing duties related to the con- duct of your business. 4. The following exclusion is added to Para- graph 2., Exclusions, of SECTION I — COV- ERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuti- cals committed by, or with the knowledge or consent of, the insured. 5. The following is added to Paragraph 5. of SECTION III — LIMITS OF INSURANCE: CG D4 58 10 08 © 2008 The Travelers Companies, Inc. Page 5 of 9 COMMERCIAL GENERAL LIABILITY For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed in the providing or fail- ing to provide "incidental medical services" to any one person will be considered one "oc- currence". 6. The following is added to Paragraph 4.b., Ex- cess Insurance, of SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDI- TIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED. 1. PERSONAL INJURY — ASSUMED BY CON- TRACT 1. The following replaces Exclusion e., Contrac- tual Liability, in Paragraph 2. of SECTION I COVERAGES — COVERAGE B PER- SONAL AND ADVERTISING INJURY LI- ABILITY: e. Contractual Liability "Personal injury" or "advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to: (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for damages because of "personal injury" assumed in a con- tract or agreement that is an "insured contract", provided that the "personal injury" is caused by an offense com- mitted subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable at- torneys fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "personal injury", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this in- surance applies are alleged. 2. The following replaces the third sentence of Paragraph 2. of SUPPLEMENTARY PAY- MENTS — COVERAGES A AND B: Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily In- jury And Property Damage Liability or Para- graph 2.e. of Section I — Coverage B — Per- sonal and Advertising Injury Liability, such payments will not be deemed to be damages because of "bodily injury", "property damage" or "personal injury", and will not reduce the limits of insurance. 3. The following replaces Paragraph 2.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B: d. The allegations in the "suit" and the in- formation we know about the "occur- rence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the in- demnitee; 4. The following replaces the first subparagraph of Paragraph f. of the definition of "insured contract" in the DEFINITIONS Section: f. That part of any other contract or agree- ment pertaining to your business (includ- ing an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury," "property damage" or "per- sonal injury" to a third person or organiza- tion. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. J. EXTENSION OF COVERAGE — BODILY IN- JURY The following replaces the definition of "bodily in- jury" in the DEFINITIONS Section: "Bodily injury" means bodily injury, mental an- guish, mental injury, shock, fright, disability, hu- miliation, sickness or disease sustained by a per- son, including death resulting from any of these at any time. Page 6 of 9 © 2008 The Travelers Companies, Inc. CG D4 58 10 08 K. BODILY INJURY TO CO -EMPLOYEES AND CO -VOLUNTEER WORKERS The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraph (1)(a) above does not apply to "bodily injury" to a co -"employee" in the course of the co - "employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to your other "volunteer workers" while performing duties related to the conduct of Your business. L. AIRCRAFT CHARTERED WITH CREW The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION 1 — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with crew to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. M. NON -OWNED WATERCRAFT 1. The following replaces Paragraph (2) of Ex- clusion g., Aircraft, Auto Or Watercraft, in Paragraph 2, of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Fifty feet long or less; and (b) Not being used to carry any person or Property for a charge. 2. The following is added to Paragraph 2. of SECTION If — WHO IS AN INSURED: Any person or organization that, with your ex- press or implied consent, either uses or is re- sponsible for the use of a watercraft that you do not own that is: (1) Fifty feet long or less; and (2) Not being used to carry any person or Property for a charge. N. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any COMMERCIAL GENERAL LIABILITY vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS'— COVER- AGES A AND B of SECTION I — COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. O. MEDICAL PAYMENTS — INCREASED LIMITS The following replaces Paragraph 7, of SECTION III — LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C. for all medical expenses because of "bod- ily injury" sustained by any one person, and will be the higher of: (a) $10,000; or (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to You or any insured listed in Paragraph 1. or 2. of Section II — Who Is An insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by YOU to give notice of an "occurrence" or offense. CG D4 58 10 08 © 2008 The Travelers Companies, Inc. Page 7 of 9 COMMERCIAL GENERAL LIABILITY (2) If you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any part- nership or joint venture; (ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company, trust or other organi- zation to give notice of an '*occur- rence" or offense. -(3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described in Paragraphs e.(1) or (2) above discov- ers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. Q. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision_ does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. R. REASONABLE FORCE — BODILY INJURY OR PROPERTY DAMAGE The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected or Intended Injury or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the in- sured. This exclusion does not apply to "bod- ily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. S. TRANSPORTATION EXPENSES FOR REPA- TRIATION OR RELOCATION OF INJURED OR SICK EMPLOYEES 1. The following is added to SUPPLEMENTARY PAYMENTS — COVERAGE A AND B of SECTION I — COVERAGES: We will reimburse you for the reasonable "transportation expenses" that you incur, over and above "normal transportation costs", for the repatriation or relocation of any of your in- jured, diseased, sick or deceased "employ- ees". But only if: a. The injury, disease, sickness, or death occurred during thepolicy period and while such "employee" was employed or assigned to work by you anywhere in the world other than: (1) The United States of America (includ- ing its territories and possessions), Puerto Rico and Canada; and (2) Any country or jurisdiction in the "prohibited area"; b. The relocation or repatriation is neces- sary in the opinion of competent medical authorities; and c. The relocation or repatriation is from the country where the injury, disease, sick- ness, or death occurred to a destination in another country. The most we will pay as reasonable "trans- portation expenses" for the repatriation or re- location of any one of your "employees" is Page 8 of 9 © 2008 The Travelers companies, Inc. CG D4 58 10 08 $25,000. The most we will pay as reasonable "transportation expenses" for the repatriation or relocation of all of your "employees" is $50,000. These payments will not reduce the limits of insurance. 2. The following is added to Paragraph 4.b., Ex- cess Insurance, of SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDI- TIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available for the reasonable "transportation expenses" that you incur, over and above "normal transportation costs", for the repatria- tion or relocation of any of your injured, dis- eased, sick or deceased "employees". COMMERCIAL GENERAL LIABILITY 3. The following is added to the DEFINITIONS section: "Normal transportation costs" means the costs of transporting your "employee" in good health, and in conformance with your busi- ness travel policy, from the country of injury, disease, sickness, or death to the country of relocation or repatriation. "Transportation expenses" includes the fol- lowing expenses: a. Costs of embalming to meet United States standards; and b. All reasonable expenses of transportation to return the remains of the deceased to the country of burial or funeral. CG D4 58 to o8 © 2008 The Travele s Companies, Inc. Page 9of9 material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Bindino 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 indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the negligent performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Services Agreement 7398 Video Detection System Page 4 of 24 Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 15. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Emplovino 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 Services Agreement 7398 Video Detection System Page 5 of 24 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 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. Services Agreement 7398 Video Detection System Page 6 of 24 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" — Federal Requirements, consisting of twelve (12) pages, attached hereto and incorporated herein by this reference. Services Agreement 7398 Video Detection System Page 7 of 24 CITY OF FORT COLLINS, COLORADO a municipal r oration By. Gerry Paul Director of Purchasing and Risk Management SEAL' C' •....• ' Dater o 11.3 -KoO �ATTEST: W � City Clerk APP � A Assist an City Attorney ECONOLITE COfyi,ROL PRODUCTS, INC. P T AME �02 V�cB Rt✓S �J��3f J. CORPORATE PRESIDENT OR VICE PRESIDENT Date: o>&A,21A ATTEST: ( oC r orate Seal) CORPOR E SECRETARY Services Agreement 7398 Video Detection System Page 8 of 24 EXHIBIT A SCOPE OF WORK The Video Detection System shall feature a least -intrusive system and be reliable, consistent, and proven to out -perform other detection methods. The detection system shall support the standard Ethernet networking of system components through a variety of infrastructures that are commercially available to the traffic industry. The detection system shall be capable of providing cumulative traffic statistics including static detection, volume, occupancy, classification, and speed on an internal embedded non-volatile memory. Additionally, the system shall provide dynamic system surveillance with real-time video streaming of cameras on the dedicated traffic communication network. Performance Requirements The system shall be reliable, consistent, and perform under all weather, lighting, and traffic congestion levels. The system shall be able to detect vehicle presence with 98% accuracy under normal day and night conditions, and 96% accuracy under inclement weather (fog, rain, and snow) conditions. The Video Detection System vendor/manufacturer shall provide a signed certificate stating that the system meets the specifications, standards, and other requirements as defined in the RFP. Records of tests performed to substantiate the Certificate are to be provided by the vendor/manufacturer. Environmental Requirements The VDS shall meet the environmental requirements defined by the National Electrical Manufacturers Association (NEMA) TS1 and TS2 specifications. Operating temperatures shall be from -20QF to +1405-F at 10% to 90% relative humidity, non -condensing. The VDS vendor/manufacturer shall provide a signed certificate stating that the VDS meets the specifications, standards, and other requirements as defined in the RFP. Records of tests performed to substantiate the Certificate are to be provided by the vendor/manufacturer. Communication Requirements The detection system shall fully support industry standard TCP/IP network protocols through a variety of infrastructures that are commercially available in the traffic industry. The Video Detection System shall communicate directly with up to eight cameras. The cameras shall have an integrated Internet Protocol (IP) address with no plug in devices or converters required to allow cameras in the field to be networked and organized via their public IP address. The Video Detection system shall have an integrated true RJ-45 Ethernet port. Verification of communication criteria shall be demonstrated on the deployed system. Normal Operation The detection system shall be able to emulate at least the following detector types simultaneously: Stop -line detector, presence detector, advance detection, speed trap detector, count detector, and vehicle classification (5 levels) detector. The camera shall output full motion color video. Verification of normal operation of detector types shall be demonstrated on the deployed system. Services Agreement 7398 Video Detection System Page 9 of 24