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HomeMy WebLinkAbout480086 VAISALA INC - CONTRACT - RFP - 7495 ROAD WEATHER INFORMATION SYSTEMS FOR MAX BRTSERVICES 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 VAISALA, 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. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within five (5) days following execution of this Agreement. Services shall be completed no later than September 30, 2013. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 1 of 13 • Vaisala may need to supply up to ten login accounts. • The user display should include data from all sensors listed above, updated with current information approximately every 10 minutes. • The system shall provide graphs for all data collected from the RWIS site. • The system should provide user -definable alarms that will send an email to one or several individuals based on weather related data events. • The system needs to have a data export to Microsoft Excel included, with a user - definable date range provided for looking up the site history. • Vaisala will provide one year of hosted Navigator RWIS services, with a yearly renewal option. Schedule The schedule for installation will be in September 2013 and to be coordinated with BRT construction. The units are to be operational and commissioning to be completed by October 1 ` 2013, dates maybe adjusted by the City due to conflicts with the construction schedule. Commissioning, Calibration & Testing Vaisala shall fully commission and perform the initial calibration for each Guardian RWIS site, as well as the fully test the system and its components, to ensure that the system meets all operational requirements and that the system functions properly. • Vaisala to commission both Guardian sites into operation, which includes sensor cable terminations in RPU and all sensor calibrations and alignments. • The City will provide a bucket truck and traffic controls if necessary for Vaisala Field Engineer to commission, calibrate and test each site. Warranty The following details the responsibilities of Vaisala with regard to Warranty and technical support for RWIS system components. • The RWIS system, consisting of all units and devices within the system and all of its peripherals, shall be warranted against all defects in materials and workmanship for a minimum of one (1) year from the date of commissioning. • The warranty shall provide that in the event of a malfunction during the warranty period, the defective component shall be replaced with a new component. • A Vaisala Field Engineer shall perform all diagnoses and repairs during the initial one year warranty period. • Vaisala agrees to repair or replace, at no cost, any such defective workmanship and/or materials which become or are found to be defective during the initial one year warranty. • The City will provide a bucket truck and traffic control necessary for Vaisala to perform warranty work on both RWIS sites. Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 10 of 13 a Tat Boulder Operations P.O. Box 3869 Boulder. CO FU307J650, USA Phone 303 4001701 Fax 303 4991707 EXHIBIT B COMPENSATION QUOTATION CaAed: Do ap O epo, Senor Buyer Date: 7AM1013 REVISED 'Customer: Gad Fat Wine Qude No: H 6 61 -1 Address: .625 Ndh Street Description: 3 rd an xkapr Fart Ulm, 00522-0580 7355 RWS for NAT�T3 T 'Emalk%x: -delaDnrbf ppt. LeadTme: 0 Watts, AM to Shipman Plume: T9701221-6776 VAISALA FrklnQ b tr US.WPara and does na lrktide CO Stan rax.'SAIAF'aI nrma an DAP. euamnlersin; aA abppny pant Dy Vataab. QUOTATION VALID FOR 90 DAYS r U m]17A lane Description PadN liilt Prie Ede rdeOPrice WEATHER STATION ELECTRONICS .2 ,NattiAmerian Ourdan.A,GO Modem DRHSYS SR6NNAN471ETNe1t 22S95D0 45.9room . NAAni n. Ouardbn Cadipasation wb eel modern Norvhn9aa Surbce State Se DSC111 Novi-hw9ee Sataca Temperature Senter (Fr,45) OSTItI Ion R5465IP.as.we 216548 ' OCpovar/RS485cable IDmard RS232 CWOIDMW Wrdan 2R21551 GuaNun hstallaton abhpthdu9n0 00X322.6bns, Pawr:Flape. SLOB DR9111 praedim. DMC686 - - Residual Ciadt Broader ari owcurea prtNa on: US hairs mkd. Scrape DRAANS3US ltobotbour.n, 10maeer CAT6othemaabi H*Qpamforstrisa DRI ICAMA none arm fNA maMimY' .. cor.'noatims '2 Veraon rnodem; cabs. attmna and adapter in l kit CallmodbrnMit lmlu d inowded HOSTED SOFTWARE SOL1TIONS Vaisala Raotl055 NaulOatd 2 Data Wnapaned pr dtspn yaar 1priee pr station) Prated tea 1,60000 3,2WW SERVICE IPRE11ENTATWE UR114TERAN CE CON TRACTS B ENGINEERING 2 Camn sskudnQ by Vabada R add Engineer . SRa-131 1.500D0 3,0w.00 ConmisdonOp b Perfumed by Vdsib Rat/ SarNee Eno n r on A, ater instal Am has base complead. A is ft process that brings the Moped RVM,qupanmsoriAAyoperil n wrd7on. tPerlenrdasase1 serict:ta iiN E0i^aruOl o00rno and mnrs�aetM senmr ada. The cdrOiHon of eammissbNnp egrJUsths start of o o-ty priod.,m anal sal ordeb wsta are InclWad. GRAND.TO TAL, Syafan E glpne nt, SortvnreS St"itcta �E52a190.00 Detailed conditions uaerlrp sale of Nat offered eplipmerrd can be fwrd in the enclosed sales pdicy."Standard Condtion, d Sala d Veisala.". Stated leadtime Is Itomlhe0mtd order placemer9: Fsibmdtats an nrP.11aQlodtimi ifran the time apgrwed suoNttals are rxeivedlran the castomer: N services soh as--im surveys,iregxrsy checks: do. are also natured Huse will be sdxdAed otwe apprwao stibmttals art received PRN]NG STIPULATIONS: 1 Cu;1m*rtoconpldtlyistalal t Custor MIpAmmroe OSTslit 3. Geslomerto maad DSGDST see 6 Onlylemsslooninyde"Ineluled. 7 Wdehchades"yeard Anted Navip I .Vaisala Field Engineer will not neadto p 9 Customer stnuld allow d 5 weeksto sch Fat trinD1f OVAtp?verto bdn ROSA erolsases: d 3fe tdOh toadivdt IPcalmodems a Verlronand DST. usage enrQs.. n 95 pet d the aotdwaylarc la Srcperope wens d. DSC DST: Je Field Erbnwtocanrnssion 6 pAomr wvrartywak dvitpTad year. a pednits to Erdnsrtoc warranty. Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 11 of 13 EXHIBIT C INSURANCE REQUIREMENTS 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 7495 Road Weather Information Systems for MAX BRT Page 12 of 13 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement'), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City , or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City) . The Service Provider shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City's remedies at law for a breach of the Service Provider's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 13 of 13 ACC ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/ODIYVYY) 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 Aon Risk Services Northeast, Inc. New York NY Office CONTACT NAME: PHONE (866) 283-7122 FAX 800-363-0105 INC. No. Eat): NC. No.: EMAIL ADDRESS: 199 water street New York NY 10038-3551 USA INSURER(S) AFFORDING COVERAGE NAIC 0 INSURED INSURER A: Liberty Insurance Corporation 42404 Vaisala, IIIC. 194 South Taylor Avenue INSURER B: Liberty Mutual Fire Ins Co 23035 INSURER C: Louisville CO 80027 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570050981392 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE INSR 4WD POLICY NUMBER MMILU BF Y EXP MMNUIYYYY LIMITS B GENERAL LIABILITY TB 4 4 EACH OCCURRENCE $2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $300, 000 CIAIMSMADE ❑X OCCUR MED EXP(Anyone person) $5,000 PERSONAL B ADV INJURY $2,000,006 GENERALAGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER'. PRODUCTS - COMPIOP AGG $2,000,000 X POLICY JEC LOC B AUTO MOBILE LIABILITY A52-641-004829-033 01 01 2013 0110112014 COMBINED SINGLE LIMIT His nl $1,000,000 BODILY INJURY (Per person) % ANY AUTO BODILY INJURY (Per accident) ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS PROPERTY OHMAGE Per a xidenl UMBRELLA LIAR OCCUR EACH OCCURRENCE AGGREGATE EXCESS LIAR CLAIMS.MADE DEO RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE ❑ oFFICERIMEMBER EXCWDE ni Y (Mandatory in NH) NIA WC2641004829023 01/01/2013 01/01/2014 )( I VICYIIMIAS ERH To E.L. EACH ACCIDENT $1,000,000 EL DISEASE -EA EMPLOYEE $1,000,000 II describe under DESCRIPTION OF OPERATIONSEebw E.L. OISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101. Addi i.nrl Remarks Schodu1e,11 more space Is required) RE: 7495 Road Weather Information Systems for MAX BRT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Fort Collins AUTHORIZED REPRESENTATIVE 215 North Mason PO Box 580 Fort Collins CO 80522 USA Q lw L ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD Or m m Co on 0 O 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: Service Provider: Vaisala, Inc. Attn: Mark Feldman 194 S Taylor Ave Louisville, CO 80027 City: City of Fort Collins Attn: Scott Bowman PO Box 580 Fort Collins, CO 80522 Copy to: City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 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, Fifty-two Thousand One Hundred Ninety Dollars ($52,190) as 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 7495 Road Weather Information Systems for MAX BRT Page 2 of 13 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. 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. 10. 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. 11. 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. Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 3 of 13 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. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. 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. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 4 of 13 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. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. Notwithstanding the above, under no circumstance will Service Provider or City liable to the other party for any indirect, consequential, special, punitive or incidental damage including, but not limited to, loss of profits or loss of business arising out of or in connection with this Agreement. Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 5 of 13 16. 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. 17. 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. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 6 of 13 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. Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 7 of 13 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. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. CITY OF F fR�f COLLINS, COLORADO a municip poratj By: / l/ Gerry Paul Director of Purchasing and Risk Management Date:, VAISALA, INC. By: PRINT NAME CORPORATE PRESIDENT OR VICE PRESIDENT Date: -(Q/ . 13 ATTEST: ^ (Corporate Seal) CORPORATE ECR TARY Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 8 of 13 EXHIBIT A SCOPE OF SERVICES RWIS Requirements Vaisala shall provide two (2) Guardian non-invasive (out of the pavement) Road Weather Information System (RWIS) that gives the following current information for snow and ice control: 1) Pavement Friction (measures 0.01 to 1.00) 2) Pavement Temperature (measures -400 to 1400 F) 3) Pavement Condition (e.g. dry, water, ice, slush, snow, frost, etc.) 4) Air Temperature (measures -400 to 1400 F) 5) Dew Point Temperature (measures -400 to 1400 F) 6) Humidity (measure 0% to 100%) 7) Video Camera (fixed view color with high sensitivity in low light) • All Guardian RWIS sensor equipment shall operate during the following environmental conditions: o Temperature Range: -400 to 1400 F o Humidity: 0% to 100% • Guardian RWIS sensor equipment that makes use of lasers needs to be an Eye -safe, Laser class 1. • Guardian RWIS sensors that measure pavement condition need to discern the following layer thickness o Water 0.00 to 2mm o Ice 0.00 to 2mm o Snow 0.00 to 10mm o Resolution 0.01 units • Guardian RWIS cabinet and sensor equipment need to mount on a pole. • Data collection from the Guardian RWIS site to the host shall occur at a user -definable sampling interval between 5 minutes and 15 minutes, and shall include all information collected since the last transmission. • Vaisala will supply two (2) wireless modems and antennas that will work on the Verizon Wireless network. • The City of Fort Collins will activate both wireless modems on its Verizon Wireless account and pay all monthly charges for both. • Both Guardian RWIS systems will wirelessly communicate their data back to the Vaisala RoadDSS Navigator hosted system. • The City will completely install all Guardian equipment onto two (2) existing poles (to be supplied by the City), and bring 110VAC power to both Guardian enclosures. Vaisala Hosting Requirements The following details the responsibilities of Vaisala with regard to hosting the RWIS system. • The system needs to be accessible through a web browser with a secure login. Services Agreement 7495 Road Weather Information Systems for MAX BRT Page 9 of 13