Loading...
HomeMy WebLinkAbout509412 WARD ALTERNATIVE ENERGY LLC - CONTRACT - RFP - 7508 TRANSFORT COMPRESSED NATURAL GAS FUELING FACI (2)SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation,, hereinafter referred to as the "City" and WARD ALTERNATIVE ENERGY LLC, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of seven (7) 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. Contract Period. This Agreement shall commence upon the date of execution shown on the signature page of this Agreement and shall continue in full force and effect for four (4) months, unless sooner terminated as herein provided. The Agreement shall be Substantially Complete within ninety-two (92) calendar days after the date of execution, and completed and ready for Final Payment and Acceptance within thirty (30) calendar days after Substantial Completion. 3. Payment Schedule. The City agrees to the payment terms proposed by Ward Alternative Energy of 30% of contract amount billed on award and execution of the contract, 30% billed at 60 days from the date of executed contract/ project start date, and 40% billed upon Final completion of the Project (each billed at net 30 day terms). 4. Liquidated Damages. The City and the Service Provider recognize that time is of the essence of this Agreement and that the City will suffer financial loss if the Agreement is Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 1 of 47 EXHIBIT A SCOPE OF WORK 1.01 SUMMARY A. This section covers the installation design, manufacture of equipment, and installation of the equipment to complete the installation of the equipment at the Transfort CNG Fueling Facility. B. The CNG fueling system shall consist of, but not be limited to, the following minimum components: 1. One (1) CNG direct -fill dispenser. The dispenser shall be rated for minimum of 5000 psi and be equipped with fueling hoses and nozzles, sequencing valves, LCD displays, and filtration. The dispenser shall be operated by the existing Fuel Master Pro Kee card reader system currently in use at the location. 1.02 REFERENCES A. All equipment shall comply with the latest revisions of applicable codes and standards. All materials shall be new and unused. As a minimum, the equipment shall comply with the following codes and standards: 1. American Gas Association (AGA): a. 2-93- Requirements for Manually Operated Valves for High Pressure Natural Gas. 2. American Petroleum Institute (API): a. API Recommended Practice 520 — Design and Installation of Pressure - Relieving Systems. 3. American Society of Mechanical Engineers (ASME): a. Boiler and Pressure Vessel (B&PV) Code: (1) Section VIII, Division I — Pressure Vessels. (2) Section IX — Welding and Brazing Qualifications. 4. American Welding Society (AWS): a. D1.1 — Specifications for Structural Steel Welding. 5. National Fire Protection Association (NFPA): a. 52 — Vehicular Fuel Systems Code — 2013. b. 54 — National Fuel Gas Code — 2009. c. 70 — National Electrical Code (NEC) — 2008. 6. Underwriters Laboratories Inc. (UL): a. 508 — Standard for Industrial Control Equipment. b. 508A — Standard for Industrial Control Panels. 7. American National Standards Institute (ANSI): a. B31.3 — Standard for Process Piping. Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 10 of 47 1.03 QUALITY ASSURANCE A. All equipment shall be permanently affixed and accessible for maintenance and operation in accordance with all code requirements. B. The Supplier shall notify the Owner's Representative no later than 10 working days prior to factory testing of the dispenser to allow the Representative the option to witness the test prior to shipment. Witnessing of the testing does not relieve the Supplier of the responsibility to comply with the specifications. C. All paint and priming products, whether shop or field applied, shall be lead, chromium, and cadmium free. In addition, these products and all other materials used shall comply with local, regional, state, and federal air quality rules and regulations. D. All materials and surfaces exposed to the exterior, unless pre -finished, shall be treated with a corrosion -resistant finish. 1.04 SUBMITTALS A. Submit the following drawings and data for preliminary review, if applicable. 1. For each equipment system or assembly provide: general arrangement drawing, process and instrumentation diagram (P&ID), electrical single line diagram, wiring diagram, and electrical conduit drawing for site connections. Equipment arrangement drawings shall clearly identify the location, number, and size of customer connections, weight of equipment, and anchor bolt size. B. No fabrication or material purchase shall start until drawings are reviewed and accepted by the Owner's Representative, unless otherwise approved by the Owner. Individual equipment systems or components may be released for fabrication or purchase upon the Owner's acceptance of the corresponding drawings. 1.05 PROJECT CONDITIONS A. Electrical Service: 1. Electrical power supplied to the dispensers will be 120VAC (up to 10% variance), single-phase, 60 hertz. PART 2 — PRODUCTS 2.01 FAST -FILL DISPENSERS A. General. One (1) dual -hose medium -duty CNG dispenser with internal fill -control logic shall be provided. B. Specifications. Dispenser shall be capable of delivering fills of 3600 PSIG temperature compensated to 70°F, based on control logic and electronic sequence controls for the dispenser. Dispensers shall include two state of the art Micro Motion meters, mechanical vehicle pressure gauge for each hose inside the cabinet, and shall have a backlit data display. All CNG tubing and fittings inside the dispenser shall be 1' internal diameter, grade 316, stainless steel. Vent tubing shall be 3/8" x .049", grade 316, stainless steel. A means of preventing the escape of CNG from the fast -fill system in case the dispenser is knocked off of its base shall be provided. Dispenser -control valves shall be capable of providing positive shut-off and fail in the closed position. Bidder shall propose no less than 1" stainless steel, grade 316, natural gas line size to the dispenser in order to accommodate remote sequencing and maintain maximum flow rate of dispenser, as designed. Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 11 of 47 C. Filters: 1. Oil Coalescing. Dispenser shall include one inline oil -coalescing filter for each of the three sequence -bank feed lines and a block and bleed valve arrangement to facilitate servicing of filters. Three total filters shall be housed in Parker -Hannifin J2 housings and shall include a grade-4 coalescer element. 2. Startup Cleaning and Filtration. Contractor shall be responsible for ensuring that all pipes and vessels upstream of the dispensers are free of dirt, welding slag, moisture and debris prior to startup. Contractor shall submit a pipe -cleaning method for approval by the Owner prior to startup. 3. Fuel filters will not be pit mounted, but be internal to the dispenser or upstream of the dispenser. D. Hose and Nozzle. Hoses shall be X 15 feet long for the transit connector and 3/8" x 15 ft. long for the NGV1 connector, each with 5000 PSIG MAWP, shall have inline breakaways mechanisms with check valves, and be electrically conductive. Nozzle shall be transit connector. The hose shall not contact the ground when the nozzle is in its keeper. E. One hose will be provided with a transit style with a Weh brand connection and the second hose shall be NGVI style with a Weh brand connection. F. Interface with FuelMaster brand management terminal. Dispensers shall be configured for connection to the fuel management terminal, so that terminal must authorize the dispensing of fuel, and so that CNG fuel consumption mass is recorded by the terminal, along with user ID, time of day and vehicle ID. G. Acceptable Manufacturers: 1. ANGI Energy Systems 2. Greenfield Compression 3. Tulsa Gas Technologies 4. Kraus 2.02 INSTRUMENTATION AND CONTROLS A. All pressure gauges shall conform to the following requirements: 1. All gauges shall read at least 1.2 times the system design pressure (NFPA 52). 2. Accuracy, including hysteresis, shall be +0.5% of full scale or better. 3. Rear blowout protection shall be provided. 4. All gauges shall be waterproof and liquid -filled. 5. The dial shall have a minimum diameter of 2 —'/z inches. B. All instrument components interfacing with natural gas shall be made of material compatible with odorized natural gas. No copper metal or alloys containing more than 70% copper shall be used in natural gas service. C. All gauges and manually operated valves shall be located no higher than five (5) feet above grade. 2.03 PIPING/TUBING Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 12 of 47 A. Piping and tubing systems shall be rated for the maximum pressure and temperature to which they will be subjected under normal operating conditions and be properly supported and protected to prevent damage from vibration during shipment, operation, and maintenance. Piping and tubing systems shall be installed in a neat and orderly arrangement, adapting to the contours of the skid package. Piping and tubing systems shall not obstruct access openings. Supports shall not be welded directly to piping or tubing. B. Piping design, inspection and testing shall be in accordance with ANSI/ASME B31.3. Piping shall be seamless, minimum Schedule 40 (standard weight), and conforming to ASTM A53 or A106, Gr. B. Cast iron or semi -steel piping shall not be used. Testing shall be pneumatic at the working pressure of 3600 psi over a 24 hour period with less than 3% drop with temperature, per NFPA 52. C. Gas pipe connections less than 2" in diameter shall be socket -welded; piping larger than 2" shall be butt -welded. D. Gas tubing shall be stainless steel. All tubing fittings used throughout the system shall be Seal-lok 0-ring face seal for and larger diameters and stainless steel for smaller than'/2' diameters. E. Stainless steel tubing shall be seamless and bright annealed, ASTM A269, Type 316. The maximum hardness of the stainless steel tubing shall be no more than Rockwell hardness of 80. F. Piping shall be prepared and painted in accordance with manufacturer's standards. G. Personnel installing tubing and tube fittings shall be trained and certified by the tube -fitting manufacturer. All tubing shall be installed neatly and in a workmanlike manner. All tubing shall be properly anchored, supported, and/or pitched. All tubing shall run true to the vertical and horizontal axes of the skid. All valves shall be accessible for easy operation and maintenance. Teflon paste and Teflon tape impregnated with nickel shall be used to seal tube fitting pipe thread connections. H. All piping, tubing, fittings, and other piping components between the ASME storage vessel and the first shutoff valve shall be designed for the full range of pressures, temperatures, and loadings to which they may be subjected with a factor of safety of at least eight (8) based on the specified minimum tensile strength (SMTS) at room temperature. All other pipe, tubing, fittings and other piping components shall be suitable for the full range of pressures, temperatures, and loadings to which they may be subjected with a factor of safety of at least four (4) based on SMTS. I. All drain lines shall be brought to skid edge and allow draining into a container placed on the ground next to the skid. J. Install 1" stainless steel piping to the existing dispenser while the sidewalk is removed to facilitate replacement of this dispenser in the future. PART 3 EXECUTION 3.01 TESTING, INSTALLATION, STARTUP AND TRAINING: A. Install all components per manufacturer's instructions. Furnish and install all piping, valves, actuators, wiring and all accessories required to achieve a fully functioning fuel dispensing system. Set all components and secure to the pad or base. Provide concrete pad/base meeting the manufacturers specification. Concrete base/pad shall be level. Maximum slope allowed is 1/8" per V -0". Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 13 of 47 B. Delivery: 1. The Supplier shall ship the dispenser and all accessories to the corresponding CNG vehicle fueling station site. C. Installation: 1. Test all components in accordance with NFPA 52, NFPA 54 or other applicable CNG industry standards. 2. The installation shall be completed in accordance and in compliance with all applicable local and national Codes and Standards. E. Testing: 1. Perform pressure testing of all tubing installed under this contract. 2. Calibrate and test dispensing systems that must be capable of certification with State of Colorado Weights & Measures. 3. The CNG dispenser shall operate for fourteen (14) consecutive days with no faults. 4. Any discrepancies found as a result of these inspections and test shall be corrected by the Supplier at no cost to Owner (including the cost for making all the corrections and repeating the test within two (2) weeks). F. Acceptance by the Owner of the dispenser and associated items furnished by Supplier under this specification shall occur only after the following requirements have been met: 1. It has been demonstrated to the satisfaction of the Owner that the fueling dispenser, meets and conforms to the requirements of the Specification and drawings. 2. All testing required by this Specification have been successfully completed and have been accepted by the Owner. 3. The date of acceptance of the dispenser shall be the date of the written notice of its acceptance by the Owner to Supplier. All warranties and/or guarantees referred to or implied in this Specification shall commence on that acceptance date. 4. Acceptance by the Owner of the witnessed test shall not release Supplier from any of its warranty obligations, or any other obligation, under this Specification. G. Training: Once the unit has been fully tested and accepted by the start-up technician, a "hands- on" familiarization and operation training session is conducted. A training session will be provided to train personnel in the proper operating and maintenance procedures. Training documentation and dispenser manuals will be provided. 3.02 EQUIPMENT RECORD DRAWINGS: A. The Supplier shall update the certified shop drawings to reflect any Supplier -approved field modifications subsequent to delivery from the factory. The latest revision of the shop drawings shall be incorporated into the station operating and maintenance manuals. B. Provide two (2) sets of as -built drawings to the Owner and one disc of record drawings. 3.03 OPERATING AND MAINTENANCE MANUALS: A. All product data and related information appropriate for Owner's maintenance and operation of all products and systems provided under this Contract shall be compiled into an integrated operating and maintenance manual. The manual shall include written test Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 14 of 47 reports documenting performance and operational data. Provide one electronic and one paper copy of operation and maintenance manuals. 3.04 WARRANTY SERVICE: A. Supplier shall provide a two-year parts only warranty. Consumable parts, labor, and travel expenses are not included in the warranty. PART 4 CNG STATION CONTROL SYSTEM A. General: 1. Replace the existing programmable logic controller (PLC) (Micro -Design Inc. Model No. Q134) with a new PLC that shall control compressor operation, include valve panels and an emergency shutdown system. A liquid crystal display (LCD) type digital display shall be provided to indicate the cause and condition of each shutdown and to annunciate the status of shutdowns. All set points shall be modifiable at a local input-output display panel by an authorized operator. 2. Replace the proprietary control panel on the Gemini compressor with a non-proprietary control panel that can be worked on by our technicians. B. Priority Control and Direct -Fill Logic: 1. The storage shall be accessed first in the event of a demand for vehicle fast filling. If the storage pressure drops to the set point, the station control system shall start the compressor and shall run until fast filling demands have been met. If there are no further fast fill demands, the compressor shall replenish storage. 2. The station priority control system shall direct compressor discharge gas to the dispensers or to storage. The control logic for priority for compressor flow is summarized as follows: a. First priority: Direct flow to direct -fill dispenser. b. Second priority: Replenish fast -fill storage high to mid to low bank. C. Local Monitor System: 1. A local monitoring system shall be incorporated in the remote mounted control panel with indicator lights and the status readout screen. D. Emergency Shutdown System: 1. An emergency shutdown (ESD) system shall be provided. When the ESD system is activated: a. Power to the PLC outputs, gas supply to the compressors, and the dispenser/s are shut off. b. Signal shall be available to activate optional visual warning devices. 2. The ESD system shall be activated by: a. CNG station shutdown pushbuttons (various locations). b. Loss of station electrical power. 3. The system shall not allow the station to resume operation without a manual reset and the causes of activation returning to normal. Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 15 of 47 E. Remote Communication: 1. Ethernet connection and modem connection capability shall be provided in the Electrical Control Panel to transmit the following data: a. System operating data as required by authorized user. b. Emergency shutdown alarm upon alarm activation. 2. Compressor Shut Down Conditions Where Alarm Sounds (for station monitoring) 1) High/low suction pressure. 2) High gas discharge pressure. 3) High inter -stage discharge temperature. 4) Low oil pressure. 5) High oil temperature. 6) Excessive (more than 3 consecutive starts in one minute) motor starts. 7) Lubricator failure (if equipped). 8) High/low inter -stage pressure. F. Valve Replacement 1. Replace three (3) flanged 3" plug valves with three (3) flanged 3" ball valves in the existing gas distribution line. 2. Replace one (1) un-flanged 2" gate valve to one flanged 3" ball valve; replace all 2" fittings and pipe with 3" fittings and pipe; all at the supply line to the Aerial Compressor. 3. All 3" CNG ball valves shall meet specifications by ANSI and NFPA 52. G. Replace Existing Dispenser Electronic Controls 1. Install a new sequencing and priority control panel to control the existing dispenser and interface with the priority control and direct -fill logic, which also will interface with the new dispenser, as identified in B above. Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 16 of 47 EXHIBIT B COMPENSATION Construction & Engineering $ 44,905.00 Equipment $ 132,721.00 Installation & Start -Up $ 61,954.00 Two -Year Warranty $ 8,000.00 Option 1A— $ 7,110.00 Additional site work to increase existing dispenser line to 1" Total $ 254,690.00 Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 17 of 47 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 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 18 of 47 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 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 19 of 47 not completed within the time specified in paragraph 2 above. It is also recognized that the delays, expenses and difficulties involved in proving in a legal preceding the actual loss suffered by the City if the Agreement is not completed on time. Accordingly, instead of requiring any such proof, the City and the Service Provider agree that as Liquidated damages for delay (but not as penalty) the Service Provider shall pay the City the amounts set forth hereafter. a. Substantial Completion: Five Hundred Dollars ($500.00) for ' each calendar day or fraction thereof that expires after the ninety-two (92) calendar day period for Substantial Completion of the Agreement until the Agreement is Substantially Complete. b. Final Acceptance: After Substantial Completion, Two Hundred Fifty Dollars ($250.00) for each calendar day or fraction thereof that expires after the thirty (30) calendar day period for Final Payment and Acceptance until the Agreement is ready for Final Payment and Acceptance. 5. 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. 6. 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 Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 2 of 47 EXHIBIT E FEDERAL REQUIREMENTS FEDERAL TRANSIT ADMINISTRATION TABLE OF CONTENTS Federally Required and Other Model Contract Clauses NO GOVERNMENT OBLIGATION TO THIRD PARTIES.........................................................21 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS21 ACCESS TO RECORDS AND REPORTS................................................................................21 FEDERAL CHANGES..............................................................................................................23 TERMINATION.........................................................................................................................23 CIVIL RIGHTS REQUIREMENTS.............................................................................................24 DISADVANTAGED BUSINESS ENTERPRISE (DBE).............................................................25 INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS.....................26 GOVERNMENT -WIDE DEBARMENT AND SUSPENSION(NONPROCUREMENT)...............26 BUYAMERICA.........................................................................................................................27 BREACHES AND DISPUTE RESOLUTION.............................................................................29 LOBBYING...............................................................................................................................29 CLEANAIR..............................................................................................................................31 CLEAN WATER REQUIREMENTS..........................................................................................31 CARGO PREFERENCE REQUIREMENTS..............................................................................31 DAVIS-BACON AND COPELAND ANTI -KICKBACK ACTS...................................................32 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT.............................................38 BONDING REQUIREMENTS...................................................................................................39 ENERGY CONSERVATION REQUIREMENTS........................................................................43 RECYCLEDPRODUCTS.........................................................................................................43 ADAAccess............................................................................................................................43 CITY OF FORT COLLINS BID PROTEST PROCEDURES......................................................43 Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 20 of 47 NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 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 seg. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (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. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 21 Of 47 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 Operationa I Service Contract Turnkey Constructio n Architectural Engineering Acquisitio n of Rolling Stock Professional Services I State Grantees a. Contracts below None Those None None None None SAT ($100,000) imposed on state pass thru to b. Contracts above None Contractor Yes, if non- None unless None None unless non- $100,000/Capital unless' competitive non- unless competitive award Projects non- award or if competitive non- competitive funded thrU2 award competitiv award 5307/5309/5 a award 311 11 Non State Grantees a. Contracts below Those SAT ($100,000) Yes3 imposed on Yes Yes Yes Yes non -state b. Contracts above Grantee $100,000/Capital pass thru to Projects Yes3 Contractor Yes Yes Yes Yes Sources of Authority: '49 USC 5325 (a) ` 49 CFR 633.17 ' 18 CFR 18.36 (i) RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 22 of 47 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 promulgated from time to time during the term of this contract. Contractors failure to so comply shall constitute a material breach of this contract. TERMINATION A. Termination for Convenience (General Provision) The (Recipient) 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 (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) 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 (Recipient) 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 (Recipient) 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 (Recipient), 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 (Recipient) 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 (Recipient)'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 (Recipient) setting forth the nature of said breach or default, (Recipient) 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 (Recipient) 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 (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. E. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 23 Of 47 extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. 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 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 RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 24 of 47 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) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, 'Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (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. 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. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 25 Of 47 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)). c. 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. 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. 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 $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions." RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 26 of 47 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 Language 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. BUY AMERICA The contractor agrees to comply with 49 U.S.C. 53230) 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. 53230)(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 (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 RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 27 of 47 tier subcontractors. Certification requirement for procurement of steel, iron, or manufactured products Certificate of Compliance with 49 U.S.C. 5323Q)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 53230)(1) and the applicable regulations in 49 C.F.R. Part 661.5. Date Signature Company Name Title Certificate of Non -Compliance with 49 U.S. C. 53236)(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. 53230)(2)(A), 53230)(2)(B), or 53230)(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. 5323a)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 53230)(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. 53236)(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), 53230)(2)(B), or 53230)(2)(D), and 49 CFR 661.7. Date Signature Company Name Title RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 28 Of 47 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. 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. 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 (1119/96) 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.] - RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 29 of 47 mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Ward Alternative Energy LLC City of Fort Collins City of Fort Collins Attn: Paul Nelson Attn: Ron Kechter Attn: Purchasing Dept. 215 W Oak Street, Suite 1000 PO Box 580 PO Box 580 Fort Collins, CO 80521 Fort Collins, CO 80522 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. 7. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, Two Hundred Fifty -Four Thousand Six Hundred Ninety -One Dollars ($254,690.00) as per the attached Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. 8. 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. 9. 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. 10. 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 Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 3 of 47 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. 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.] RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 30 Of 47 The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date CLEAN AIR Clean Air— (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (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. 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 seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (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. 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 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. RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 31 Of 47 D"IS-BACON AND COPELAND ANTI -KICKBACK ACTS Background and Application The Davis -Bacon and Copeland Acts are codified at 40 USC 3141, et seq. and 18 USC 874. The Acts apply to grantee construction contracts and subcontracts that "at least partly are financed by a loan or grant from the Federal Government." 40 USC 3145(a), 2S CFR 5.2(h), 49 CFR 18.36(i)(5). The Acts apply to any construction contract over $2,000. 40 USC 3142(a), 29 CFR 5.5(a). 'Construction,' for purposes of the Acts, includes "actual construction, alteration and/or repair, including painting and decorating." 29 CFR 5.5(a). The requirements of both Acts are incorporated into a single clause (see 29 CFR 3.11) enumerated at 29 CFR 5.5(a) and reproduced below. The clause language is drawn directly from 29 CFR 5.5(a) and any deviation from the model clause below should be coordinated with counsel to ensure the Acts' requirements are satisfied. Clause Language Davis -Bacon and Copeland Anti -Kickback Acts (1) Minimum wages — (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and nol less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis -Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii) (A) The contracting officer shall require that any class of laborers or mechanics, RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 32 of 47 including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and (4) With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis- RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 33 Of 47 Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v) (A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(v) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2) Withholding — The City of Fort Collins shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 34 of 47 contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the City of Fort Collins may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records — (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii) (A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the City of Fort Collins for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that such information is correct and complete; RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 35 of 47 (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees — (i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 36 of 47 other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements - The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 37 of 47 (6) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment - A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis -Bacon and Related Act requirements - All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility — (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT Background and Application The Contract Work Hours and Safety Standards Act is codified at 40 USC 3701, et seq. The Act applies to grantee contracts and subcontracts "financed at least in part by loans or grants from the [Federal] Government." 40 USC 3701(b)(1)(B)(iii) and (b)(2), 29 CFR 5.2(h), 49 CFR 18.36(i)(6). Although the original Act required its application in any construction contract over $2,000 or non -construction contract to which the Act applied over $2,500 (and language to that effect is still found in 49 CFR 18.36(i)(6)), the Act no longer applies to any "contract in an amount that is not greater than $100,000." 40 USC 3701(b)(3) (A)(iii). The Act applies to construction contracts and, in very limited circumstances, non - construction projects that employ "laborers or mechanics on a public work." These non - construction applications do not generally apply to transit procurements because transit procurements (to include rail cars and buses) are deemed "commercial items" 40 USC 3707, 41 USC 403 (12). A grantee that contemplates entering into a contract to procure a developmental or unique item should consult counsel to determine if the Act applies to that RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 38 of 47 procurement and that additional language required by 29 CFR 5.5(c) must be added to the basic clause below. The clause language is drawn directly from 29 CFR 5.5(b) and any deviation from the model clause below should be coordinated with counsel to ensure the Act's requirements are satisfied. Clause Language Contract Work Hours and Safety Standards (1) Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefore- shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages - The (write in the name of the grantee) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section. Applicability to Contracts For those construction or facility improvement contracts or subcontracts exceeding $100,000, FTA may accept the bonding policy and requirements of the recipient, provided that they meet the minimum requirements for construction contracts as follows: (a) A bid guarantee from each bidder equivalent to five (5) percent of the bid price. The RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 39 of 47 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. 11. 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. 12. 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. 13. 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 Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 4 of 47 "bid guarantees" shall consist of a firm commitment such as a bid bond, certifies check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of his bid, execute such contractual documents as may be required within the time specified. (b) A performance bond on the part to the Contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. (c) A payment bond on the part of the contractor for 100 percent of the contract price. A "payment bond" is one executed in connection with a contract to assure payment, as required by law, of all persons supplying labor and material in the execution of the work provided for in the contract. Payment bond amounts required from Contractors are as follows: 1. 50% of the contract price if the contract price is not more than $1 million; 2. 40% of the contract price if the contract price is more than $1 million but not more than $5 million; or 3. $2.5 million if the contract price is more than $5 million. (d) A cash deposit, certified check or other negotiable instrument may be accepted by a grantee in lieu of performance and payment bonds, provided the grantee has established a procedure to assure that the interest of FTA is adequately protected. An irrevocable letter of credit would also satisfy the requirement for a bond. Flow Down Bonding requirements flow down to the first tier contractors. Model ClauseslLanouaoe FTA does not prescribe specific wording to be included in third party contracts. FTA has prepared sample clauses as follows: Bid Bond Requirements (Construction) (a) Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to the City and listed as a company currently authorized under 31 CFR, Part 223 as possessing a Certificate of Authority as described thereunder. (b) Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by the City to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of [ninety (90)] days subsequent to the opening of bids, without the written consent of the City. It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within [ninety (90)] days after the bid opening without the written consent of the City, shall refuse or be unable to enter into this Contract, as provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of (Recipient's) damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security therefore. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 40 Of 47 Certified Check, Cashiers Check, Treasurer's Check, and/or Official Bank Check (excluding any income generated thereby which has been retained by the City as provided in [Item x "Bid Security" of the Instructions to Bidders]) shall prove inadequate to fully recompense the City for the damages occasioned by default, then the undersigned bidder agrees to indemnify the City and pay over to the City the difference between the bid security and (Recipient's) total damages, so as to make the City whole. The undersigned understands that any material alteration of any of the above or any of the material contained on this form, other than that requested, will render the bid unresponsive. Performance and Payment Bonding Requirements (Construction) The Contractor shall be required to obtain performance and payment bonds as follows: (a) Performance bonds 1. The penal amount of performance bonds shall be 100 percent of the original contract price, unless the the City determines that a lesser amount would be adequate for the protection of the City. 2. The City may require additional performance bond protection when a contract price is increased. The increase in protection shall generally equal 100 percent of the increase in contract price. The City may secure additional protection by directing the Contractor to increase the penal amount of the existing bond or to obtain an additional bond. (b) Payment bonds 1. The penal amount of the payment bonds shall equal: (i) Fifty percent of the contract price if the contract price is not more than $1 million. (ii) Forty percent of the contract price if the contract price is more than $1 million but not more than $5 million; or (iii) Two and one half million if the contract price is more than $5 million. 2. If the original contract price is $5 million or less, the City may require additional protection as required by subparagraph 1 if the contract price is increased. Performance and Payment Bonding Requirements (Non -Construction) The Contractor may be required to obtain performance and payment bonds when necessary to protect the (Recipient's) interest. (a) The following situations may warrant a performance bond: 1. City property or funds are to be provided to the contractor for use in performing the contract or as partial compensation (as in retention of salvaged material). 2. A contractor sells assets to or merges with another concern, and the City, after recognizing the latter concern as the successor in interest, desires assurance that it is financially capable. 3. Substantial progress payments are made before delivery of end items starts. 4. Contracts are for dismantling, demolition, or removal of improvements. RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 41 Of 47 (b) When it is determined that a performance bond is required, the Contractor shall be required to obtain performance bonds as follows: 1. The penal amount of performance bonds shall be 100 percent of the original contract price, unless the City determines that a lesser amount would be adequate for the protection of the City. 2. The City may require additional performance bond protection when a contract price is increased. The increase in protection shall generally equal 100 percent of the increase in contract price. The City may secure additional protection by directing the Contractor to increase the penal amount of the existing bond or to obtain an additional bond. (c) A payment bond is required only when a performance bond is required, and if the use of payment bond is in the (Recipient's) interest. (d) When it is determined that a payment bond is required, the Contractor shall be required to obtain payment bonds as follows: 1. The penal amount of payment bonds shall equal: (i) Fifty percent of the contract price if the contract price is not more than $1 million; (ii) Forty percent of the contract price if the contract price is more than $1 million but not more than $5 million; or (iii) Two and one half million if the contract price is increased. Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and a performance bond is not furnished. The City shall determine the amount of the advance payment bond necessary to protect the City. Patent Infringement Bonding Requirements (Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the Contractor is unknown or doubtful. The City shall determine the amount of the patent indemnity to protect the City. Warranty of the Work and Maintenance Bonds (a) The Contractor warrants to City, the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by City, free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the [Project Manager], the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. (b) The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe, substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one (1) year after Final Payment by City and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to City. As RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 42 of 47 additional security for these guarantees, the Contractor shall, prior to the release of Final Payment [as provided in Item X below], furnish separate Maintenance (or Guarantee) Bonds in form acceptable to City written by the same corporate surety that provides the Performance Bond and Labor and Material Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT (100%) of the CONTRACT SUM, as adjusted (if at all). 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. RECYCLED PRODUCTS Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 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. CITY OF FORT COLLINS BID PROTEST PROCEDURES The City of Fort Collins has a protest procedure, covering any phase of solicitation or award, including but not limited to specification or award. The protest procedures are available from the Purchasing Department, City of Fort Collins, 215 N. Mason, Street, 2nd Floor, P. 0. Box 580, Fort Collins, CO. 80522. You may also request a copy of the procedures by emailing: Purchasingr7a fcgov.com or calling 970-221-6775. RFP 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 43 of 47 The contractor agrees to comply with 49 U.S.C. 53230) 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. 53230)(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 (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. 5323U)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 53230)(1) and the applicable regulations in 49 C.F.R. Part 661.5. Date: May 31, 2013 Signature 4f X �Ll'(e� Title: President Company: Ward Alternative Energy, LLC Name: Paul A. Nelson Certificate of Non -Compliance with 49 U.S.C. 5323&)(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. 53230)(2)(A), 53230)(2)(B), or 53230)(2)(D), and 49 C.F.R. 661.7. Date _ Signature Title Services Agreement Page 44 of 47 Company Certification requirement for procurement of buses, other rolling stock and associated equipment. Certificate of Compliance with 49 U.S.C. 5323U)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 53230)(2)(C) and the regulations at 49 C.F.R. Part 661.11. Date: May 31, 2013 Signature 41 & Title: President Company: Ward Alternative Energy, LLC Name: Paul A. Nelson Certificate of Non -Compliance with 49 U.S.C. 5323U)(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), 53230)(2)(B), or 53230)(2)(D), and 49 CFR 661.7. Date Signature Title _ Company Name Services Agreement Page 45 of 47 XQ3Q-YA1121 e1 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. 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. 1362, 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 Services Agreement Page 46 of 47 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. 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, Ward Alternative Energy, LLC, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official x�f X ltlee� Name and Title of Contractor's Authorized Official: Paul A. Nelson, President Date: May 31, 2013 Services Agreement Page 47 of 47 WARDALT-01 KHAMMOCK A4C"R15 CERTIFICATE OF LIABILITY INSURANCE DAT;;;;zo,s Y' 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 Dillingham Insurance P.O. Box 1669 Enid, OK 73702 CONTACT NAME: PHONE 580 233.2000 F"x (580) 242-6703 uc„No. E.tl: ( ) ," No E-MAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIL N INSURERA: First Mercury Insurance Company 10657 INSURED Ward Alternative Energy, LLC 215 West Oak Street, Suite 1000 Fort Collins, CO 80521 INSURERR:Artisan and Truckers Casualty Company 10194 INSURER C: 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 TYPE OF INSURANCE ADDL INSR X SUBR WVp POLICYNUMBER POLICY EFF MMIDDIYYYY POLICY EXP (MMIDDIYYYY) LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 120 OCCUR TXCGL000001905601 10/12/2012 10/12/2013 EACH OCCURRENCE AMA ET E O PREMISES Ea oozrrence S 1,000,00D S 50,000 MED EXP(Any one person) $ Excluded PERSONAL B AOV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000, GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ECT PRO- LOC PRODUCTS-COMPIOPAGG $ 2,000,000 $ B AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NONdWNED HIRED AUTOS AUTOS X 01898979-0 10/12/2012 10/12/2013 COBINEDDtSINGLE LIMIT S 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE PER ACCIDENT S A UMBRELLA LIAR EXCESS LIAB X OCCUR CLAIMS -MADE X-EX-0000019473-01 10/22/2012 10/12/2013 EACH OCCURRENCE $ 3,000,000 X AGGREGATE S 3,000,000 DED I I RETENTION$ Pers & Adv Inj S 3,000,000 WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory In NH) Ify describe under DE SGRIPTION OF OPERATIONS but. N I A I WC STATU- OTH- TO YLI,.I E.L. EACH ACCIDENT $ EL.DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Fort Collins, its officers, agents and employees are additional insureds as provided by the blanket additional insured endorsement to the general ilability policy and per endorsement added to the automobile policy. City of Fort Collins Attn: Purchasing P.O. Box 580 Fort Collins, CO 80522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD RLI ��® 11.0. Box PeoriaCompany PERFORMANCE BOND P.O. Box 3967 Peoria IL 61612-3967 Phone:(309)692. 1000 Fax: (309)683.16 10 Bond No. LSM0027216 KNOW ALL MEN BY THESE PRESENTS: That Ward Alemative Energy. LLC (Here insert the name or regal title of the contractor) 215 W. Oak St., Ste, 901 Fort Collins. CO 80521 (Here insert the address of the contractor) as Principal, hereinafter called Contractor, and RLI Insurance Company , an Illinois Corporation, as Surety, hereinafter called Surety, are held and firmly bound unto ire of Fort Collin (Here insert the name of the owner) P.O. Box 580 Fort Collins. CO 80522 as Obligee, hereinafter (Here insert the address of the owner) called Owner, in the amount of Two Hundred Fiftv Four Thousand Six Hundred Ninety and 00/100 Dollars ( S 254,690.00 ), for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Contractor has by written agreement dated entered into a Contract with Owner for Transfort CNG Fueling Facility Expansion in accordance with drawings and specifications prepared by (Full name of architect or engineer) which contract is by reference made a part hereof, and is hereafter referred to as the Contract. NOW, THEREFORE, TFIE CONDITION OF THIS OBLIGATION is such that, if Contractor shall promptly and faithfully perform said Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect. Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Owner having performed Owner's obligation thereunder, the Surety may promptly remedy the default, or shall promptly 1. Complete the Contract in accordance with its terms and conditions, or 2. Obtain a bid or bids for submission to Owner for completing the Contract in accordance with its terms and conditions, and upon determination by Owner and Surety of the lowest responsible bidder, arrange for a contract between such bidder and Owner and make available as work progresses (even though there should be a default or a s accession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract price; but not exceeding, including others costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the contract price," as used in this paragraph, shall mean the total amount payable by Owner to Contractor under the Contract and any amendments thereto, less the amount properly paid by Owner to Contractor. Any suit under this bond must be instituted before the expiration of two (2) years from the date on which Contractor ceases work on the Contract. No right of action shall accrue on this bond to or for the use -of any person or corporation other than the Owner named herein or the heirs, executors, administrators or successors of Owner. Signed this 29th day of .Tilly A.D. 2013 Ward Alemative Energy, LLC RLLlnsurance Com an °°°\ -- L C n'p+ (Principal) (Seal) °° CO- +i Karen S mmock :; yy.,Aky.0 Fadtr 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 twenty-four (24) 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. 14. 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. 15. 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. 16. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 5 of 47 RLI �L�® P.O. Box Company POWER OF ATTORNEY P.U. Box 3967 Peoria IL 61612-3967 Phone: (309)692-1000 Fax: (309)683-1610 R-LI Insurance Company Bond No. LSM0027216 Know All Men by These Presents: That the RLI Insurance Companv , a corporation organized and existing under the laws of the State of inois , and authorized and licensed to do business in all states and the District of Columbia does hereby make, constitute and appoint: Karen S Hammock in the City of Enid _,State of Oklahoma as Attomev In Fact , with full power and authority hereby conferred upon him/her to sign, execute, acknowledge and deliver for and on its behalf as Surety, in general, any and all bonds, undertakings, and recognizances in an amount not to exceed Ten Million and 00/100 Dollars ( $10,000,000.00 ) for any single obligation, and specifically for the following described bond Principal: Ward Alernative Energy, LLC Obligee: City of Fort Collins Bond Amount: �54 690.00 The RLI Insurance Company further certifies that the following is a true and exact copy of a Resolution adopted by the Board of Directors of RLI Insurance Companv , and now in force to -wit: "All bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, any Assistant Secretary,.Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds, policies or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI Insurance Company has caused these presents to be executed by its Vice President with its corporate seal affixed this 29th day of ATTEST: Cynthia S. Assistant Insurance Company C. 2013 . President On this 29th day of July 2013 before me, d'MMHTTublic, personalty eared Roy C Die and Cynthia S Dohm , who being by me duty sworn, acknowledged that they signed the above Power of Attorney as Vice President and Assistant Secretary , respectively, of the said RLI Insurance Company , and acknowledged said instrument to be the voluntary act and deed of said corporation. AMR r MIM - ------- - - ------ A0006104_SUBS_BID �'® P.O.RLI x396 Company LABOR AND MATERIAL PAYMENT P.O. Box 3967 Peoria IL 61612-3967 Phone: (309)692-1000 Fax: (309)683-1610 BOND Bond No. LSM0027216 NOTE: THIS BOND IS ISSUED SIMULTANEOUSLY WITH ANOTHER BOND IN FAVOR OF THE OWNER CONDITIONED FOR THE FULL AND FAITHFUL PERFORMANCE OF THE CONTRACT. KNOW ALL MEN BY THESE PRESENTS: That (Here insert the name or legal title of the contractor) Fort Collins. CU 60b21 as (Here insert the address of the contractor) Principal, hereinafter called Principal, and RLI Insurance Comoany an Illinois Corporation, as Surety, hereinafter called Surety, are held and firmly bound unto (Here insert the name or legal title of the owner) P.O. Box 580 Fort Collins. CO 80522 (Here insert the address of the owner) - as Obligee, hereinafter called Owner, for the use and benefit of claimants as hereinbelow defined, in the amount of Two Hundred Fifty Four Thousand Six Hundred Ninetv and 00/100 Dollars ( $ 254.690.00 ). for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has by written agreement dated entered into a Contract with Owner for Transfort CNG Fueling Facility Expansion in accordance with drawings and specifications prepared by (Full name of architect or engineer) which contract is by reference made a part hereof, and is hereafter referred to as the Contract. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is that if the Principal shall prompfly make payment to all claimants as hereinafter defined, for all labor and material used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise it shall remain in full force and effect, subject, however, to the following conditions: 1. A claimant is defined as one having a direct contract with the Principal or with a sub -contractor of the Principal for labor, material, or both, used or reasonably required for use in the performance of the Contract, labor and material being construed to include that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental of equipment directly applicable to the Contract. 2. The above named Principal, and Surety hereby jointly and severally agree with the Owner that every claimant as herein defined, who has not been paid in full before the expiration of a period of ninety (90) days after the date on which the last of such claimant's work or labor was done or performed, or materials were furnished by such claimant, may sue on this bond for the use of such claimant in the name of the Owner, prosecute the suit to final 'udgment for such sum or sums as may be justly due claimant, and have execution thereon, provided, however, that the Owner shal� not be liable for the payment of any costs or expenses of any such suit. 3. No suit or action shall be commenced hereunder by any claimant, (a) Unless claimant shall have given written notice to any two of the following: The Principal, the Owner, or the Surety above named, within ninety (90) days after such claimant did or performed the last of the work or labor, or furnished the last of the materials for which said claim is made, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were furnished, or for whom the work or labor was done or performed. Such notice shall be served by mailing the same by registered mail, postage prepaid, in an envelope addressed to the Principal, Owner or Surety, at any place where an office is regularly maintained for the transaction of business, or served in any manner in which legal process may be served in the state in which the aforesaid project is located, save that such service need not be made by a public officer. (b) After the expiration of one (1) year following the date on which Claimant ceased work on said Contract. (c) Other than in a state court of competent jurisdiction in and for the county or other political subdivision of the state in which the Project, or any part thereof is situated, or in the United States District Court for the district in which the project or any part thereof, Is situated, and not elsewhere. 4. The amount of this bond shall be reduced by and to the extent of any payment of payments made in good faith hereunder, inclusive of the payment by Surety of mechanics liens which may be fled of record against said improvements, whether or not claim for the amount of such lien be presented under and against this bond. Signed this 29th day of July A.D., 2013 Ward Alernative Energy, LLC (Pnncipal (Seal) By Y A%f. � Karen S Hammock pNCF RLI ® RLI Insurance Company P.O. Box 3967 Peoria IL 61612-3967 Phone:(309)692-1000 Fax:(309)683-1610 Know All Men by These Presents: POWER OF ATTORNEY RLI Insurance Company Bond No. LSM0027216 That the RLI Insurance Companv , a corporation organized and existing under the laws of the State of and authorized and licensed to do business in all states and the District of Columbia does hereby make, constitute and appoint: Karen S I-lammock in the City of Enid _,State of Oklahoma , as Attorney In Fact , with full power and authority hereby conferred upon him/her to sign, execute, acknowledge and deliver for and on its behalf as Surety, in general, any and all bonds, undertakings, and recognizances in an amount not to exceed Ten Million and00/I00 - Dollars ( $10,000,000.00 ) for any single obligation, and specifically for the following described bond Principal: Ward Alernative Energy, LLC Obligee: City of Fort Collins Bond Amount: $ 254,690.00 The RLI Insurance Companv further certifies that the following is a true and exact copy of a Resolution adopted by the Board of Directors of RLI Insurance Companv , and now in force to -wit: "All bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall.have authority to issue bonds, policies or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile." IN WITNESS WHEREOF, the RLI Insurance Company has caused these presents to be executed by its Vice President with its corporate seal affixed this 29th day of July , 2013 ATTEST: Assistant Secretary PNCf Z < Insurance Company C. Vice President On this 29th day of July 2013 before me, a Notary Public, personalty geared Roy C. Die and Cynthia S. Dehm , who being by me duly swom, acknowledged that they signed the above Power of Attorney as Vice President and Assistant Secretary respectively, of the said RLI Insurance Company , and acknowledged said instrument to be the voluntary act and deed of said corporation. ------------------------- MINOR ....... MA A0006104_BIU_2 17. 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. 18. 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. 19. 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. Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 6 of 47 20. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the a -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 Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 7 of 47 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 Providers 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. 21. 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) pages, and Exhibit "E" — Federal Requirements, consisting of twenty- eight (28) pages, attached hereto and incorporated herein by this reference. Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 8 of 47 APRROVE S TO FORM: C AsEo tant City Attorr CITY OF FAT COLLINS, a municioarcbmoretion A Gerry Paul Director of Purchasing and Risk Management Date:T113 WARD ALTERNATIVE ENERGY LLC I//V`e� Y� ✓ f CORPORATE PRESIDENT OR VICE PRESIDENT Date: ATTES> (Corporate Sea]) CORPORATE SEC E ARY �3e,�.- cJcl Services Agreement 7508 Transfort Compressed Natural Gas Fueling Facility Additions Page 9 of 47