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HomeMy WebLinkAbout127569 FRONT RANGE INTERNET INC - CONTRACT - RFP - 7549 PUBLIC WIFI ON MAX BRTDocuSign Envelope ID: 0D0F518C-365A-4012-A238-BD3F1D440AFE 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 FRONT RANGE INTERNET INC, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of three (3) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated and completed in the timeframes set forth in Exhibit "A". Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3. Contract Period. This Agreement shall commence January 1, 2014, and shall continue in full force and effect until December 31, 2014, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and Services Agreement 7549 Public WiFi for MAX BRT Page 1 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1D440AFE minimum of 95% rate availability. System/service shall include support for typical Wi- Fi-enabled (including smart) U, ,vices. Additionally, end users shall be able to quickly access the service and without need for any additional specialized hardware. E. The public Wi-Fi service need not be considered "secure", but must include a notice to the end user on the landing page, stating the inherent risks with unsecured access, and include an area (required) for the individual to acknowledge, prior to accessing the Wi-Fi service. F WiFi service must be available and reliable, regardless of the bus capacity/number of users accessing the internet at any given time. To ensure acceptable throughput for all users, the WiFi equipment shall be configured to "block" certain types of high usage internet activities. With these activities blocked, all individuals on board the bus, even when the vehicle is at maximum capacity, should be able to connect and maintain a fast and satisfying internet experience. Customer feedback on provisioned internet service will be utilized by Transfort to determine this metric. Examples of the blocked activities are OS updates, video/audio streaming, large file downloads, etc. The WiFi user landing page shall include a statement that these types of internet activities/usages will not be available on the service. The landing page content must be approved by the City Representative or Transfort personnel designated by the City Representative, prior to deployment. G. The City /Transfort shall play no substantive role in end -user support of customer service, related to the availability, performance, or utilization of the Wi-Fi service. o �q The Service Provider shall provide a dedicated 4490.aucnber for service/support to the general public. This customer help line must offer live and immediate assistance ��- at the time of the call. Hold times will be less than 5 minutes. Once the call has been answered, no further hold times will be permitted unless being escalated to higher level of technical support. The City Representative or Transfort personnel designated by the City Representative shall receive a daily log of all calls placed to this line, and will include number of calls, length of hold times, call length and all other associated metrics logged by the Service Provider's Network Operations Center software (NOC). Additionally, the Service Provider shall provide Transfort a daily log of all service tickets and their related activities, including the resolution. H. The City Representative or Transfort personnel designated by the City Representativeshall receive the following Autonet Metrics on a daily basis: ■ Number of current connections ■ Number of connections in the past hour • Aggregate Total Bandwidth Passed up/down ■ Aggregate Max transfer rate in Kbps up/down ■ Number of Connection errors ■ Total Uptime of AP ■ Status of the AP, and last time we had contact ■ Download/upload speed • Signal strength • Last contact time stamp ■ longitude/latitude ■ Monthly usage Services Agreement 7549 Public WiFi for MAX BRT Page 10 of 23 DocuSign Envelope ID: ODOF518C-365A4012-A238-BD3F1D440AFE I. Transfort shall be notified within seven (7) calendar days, if any data plans are in jeopardy of going over the allotted data amount. In addition, the Service i--i u: ider shall make recommendations and adjustments to the system, to prevent the overage. The recommended adjustment must first be approved by the City Representative or Transfort personnel designated by the City Representative. J. Failed and broken equipment will be replaced immediately, and without any additional charges to The City. The only charges the City will incur are listed in "Phase I Price Summary" shown on Exhibit B. The Service Provider must maintain an adequate spare ratio, so that replacements are never dependent upon Return Merchandise Approval processes/time-frames with the equipment manufacturer. K. Project Milestones will include the following benchmarks: Phase I - a. Ten (10) calendar days from Notice To Proceed (NTP) i. Equipment Installation complete b. Fourteen (14) calendar days from NTP i. Component testing and system integration testing complete c. Fifteen calendar days from NTP i. System and call center live for public testing d. Twenty -One (21) calendar days from NTP i. Service Provider review with City Staff e. Thirty (30) calendar days from NTP i. Final Award Decision Phase II (optional) - based on Phase I milestones. a. Potential addition of 6 buses on MAX BRT Services Agreement 7549 Public WiFi for MAX BRT Page 11 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1D440AFE EXHIBIT B COMPENSATION Phase I Price Summary: Product/ Service Price Each Quantity Total Autonet WiFi Mobile Solution Lease *N/A 5 $0.00 per Charges month Network Data Plan with 5 GB of $71.00 per 5 $355.00 per Transfer month month Equipment Installation $300.00 per 5 $1,500.00 one - bus time charge Support 7 AM — 7 PM (local time) Included 5 Included Support 5 AM — 7 AM and 7 PM — 12 $100.00 per 5 $500.00 per AM month month $1500.00 one-time charge and TOTAL: $855.00 per month *Five (5) Autonet WiFi Mobile Solution units shall be provided free of charge during Phase I of this project. At the option of the City, additional services may be made from this bid for up to five years following the initial award to include additional equipment, installation and public Wi-Fi service for up to an additional 42 buses. Services Agreement 7549 Public WiFi for MAX BRT Page 12 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-l3D3F1 D44OAFE EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be.as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Services Agreement 7549 Public WiFi for MAX BRT Page 13 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1D440AFE 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 7549 Public WiFi for MAX BRT Page 14 of 23 DocuSign Envelope ID: 00OF518C-365A-4012-A238-BD3F1D440AFE EXHIBIT E FEDERAL REQUIREMENTS FEDERAL TRANSIT ADMINISTRATION TABLE OF CONTENTS Federally Required and Other Model Contract Clauses 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES.................................................16 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS...............................................................................................................................16 3. ACCESS TO RECORDS AND REPORTS........................................................................16 4. FEDERAL CHANGES......................................................................................................18 5. TERMINATION.................................................................................................................18 6. CIVIL RIGHTS REQUIREMENTS.....................................................................................19 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE)......................................................20 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS .............21 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) .......21 10. CARGO PREFERENCE REQUIREMENTS......................................................................22 11. ENERGY CONSERVATION REQUIREMENTS................................................................23 12. RECYCLED PRODUCTS..................................................................................................23 13. Conformance with ITS National Architecture................................................................23 14. ADA Access.....................................................................................................................23 Services Agreement 7549 Public WiFi for MAX BRT Page 15 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3FiD440AFE 1. NO GOVERNMENT OP'.IGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et 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. 3. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller Services Agreement 7549 Public WiFi for MAX BRT Page 16 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1 0440AFE General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Characteristics Operational Service Contract Turnkey Construction Architectural Engineering Acquisition of Rolling Stock Professional Services I State Grantees a. Contracts below SAT None Those None None None None ($100,000) imposed on state pass thru to Contractor b. Contracts above None Yes, if non- None unless None None unless non- $100,000/Capital unless' non- competitive non- unless non- competitive award Projects competitive award or if competitive competitive award funded thru2 award award 5307/5309/53 11 II Non State Grantees a. Contracts below SAT Those ($100,000) Yes3 imposed on Yes Yes Yes Yes non -state b. Contracts above Grantee $100,000/Capital 3 pass thru to Projects Yes Contractor Yes Yes Yes Yes Sources of Authority: '49 USC 5325 (a) '49 CFR 633.17 ' 18 CFR 18.36 (i) Services Agreement 7549 Public WiFi for MAX BRT Page 17 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1D440AFE 4. FEDERAL CHANGES Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 5. TERMINATION A. Termination for Convenience (General Provision) The (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 Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is Services Agreement 7549 Public WiFi for MAX BRT Page 18 of 23 DocuSign Envelope ID: ODOF518C-365A-4O12-A238-BD3F1 D44OAFE in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. F. 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 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. G. 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. 6. CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 Services Agreement 7549 Public WiFi for MAX BRT Page 19 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1D440AFE mailed no later than ninety (90) days prior to contract end. 4. 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. 5. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Front Range Internet Inc City of Fort Collins City of Fort Collins Attn: Gary Myall Attn: Katie Ryan Attn: Purchasing Dept. 3350 Eastbrook Drive PO Box 580 PO Box 580 Fort Collins, CO 80525-5731 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. 6. Contract Sum. The City shall pay the Service Provider for the performance of this Contract as per the attached Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. 7. 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 Services Agreement 7549 Public WiFi for MAX BRT Page 2 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1D440AFE U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Amenu',I.is with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Acme - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, 'Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Services Agreement 7549 Public WiFi for MAX BRT Page 20 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1D440AFE 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 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, the contractor is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City of Fort Collins and contractor's receipt of the partial retainage payment related to the subcontractor's work. e. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government -wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) Services Agreement 7549 Public OR for MAX BRT Page 21 of 23 DocuSign Envelope ID: 0D0F518C-365A-4012-A238-l3D3F1 D440AFE for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for applicaLk,,: 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." 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. 10. 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 Services Agreement 7549 Public WiFi for MAX BRT Page 22 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1D440AFE each shipment of cargo described in the preceding paragraph to the Division of National Cargo, ice 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. 11. 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. 12. 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. 13. Conformance with ITS National Architecture To the extent applicable, the Contractor agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and follow the provisions of FTA Notice, "FTA National ITS Architecture Policy on Transit Projects," 66 Fed. Reg. 1455 et seq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. 14. ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 et seq. and DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB's "Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. Services Agreement 7549 Public WiFi for MAX BRT Page 23 of 23 rrantlf- etsae Idr7IJYll ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 110912014 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 Flood &Peterson Ins., Inc. P. 0. Box 578 Greeley, CO 80632 970 356-0123 CONTACT NAME -Rosemary Kisling A/c° Ne EA: 970 266-7158 ac No: 9705066845 E-MAIL ADDRESS: INSURER S AFFORDING COVERAGE NAIC A INSURER A: Chubb Group of Insurance Compan INSURED Front Range Internet, Inc. 3350 Eastbrook Drive INSURER B : P mnacol Assurance INSURER C: Fort Collins, CO 80525 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. LIMBS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADD INSR UB WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP M?WD0 LIMBS A GENERAL LIABILITY X 35784775WCE 1110112013 11101/2014 EACH $1000000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE n OCCUR q�OCCURRENCE PREMISES Ea oa�u�nce $1,000000 MED EXP (Any one person $10,000 PERSONAL B ADV INJURY $O GENERAL AGGREGATE $2,000,000 GEHL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $1,000,000 PRO-LOC POLICY JECT $ A AUTOMOBILE LIABILITY 1374970114 1110112013 11/01/201 COMBINED SINGLE LIMIT Ea BINEnt 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO �/ ALL OWNED SCHEDULED AUTOS AUTOS /� BODILY INJURY eram) ident $ X NON -OWNED HIREDAUTOS X AUTOS PROPERTY DAMAGE Peraccidenl $ A UMBRELLA LIAR X I OCCUR 93631904 1/01/2013 11/0112014 EACH OCCURRENCE $1 000 000 AGGREGATE $1,000,000 EXCESS LIAB CLAIMS -MADE DEC I I RETENTION$ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETOP/PARTNERtEXECUTNEa OFFICERIMEMBER EXCLUDED? NIA 4054469 D310112013 03/01/201 X I WCSTATU- OTH- FR E.L. EACH ACCIDENT $SOO,000 E.L. DISEASE - EA EMPLOYEE $500 000 (MyyaaennSdatory In NH) nder °ESGRION C PTIF OPERATIONS hebw E.L. DISEASE -POLICY LIMIT $500,000 A Errors &Omission 84775WCE 1/01/2013 11/01/201 $1,000,000 T-r $10,000 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, H more space Is required) " Workers Comp Information Other States Coverage Proprietors/Partners/Executive Officers/Members Excluded: William Ward Shawna Killen, Corporate Officer (See Attached Descriptions) City of Fort Collins Director of Purchasing and Risk Management PO Box 580 Fort Collins, CO 80522 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) 1 of 2 #SB54580/M840477 The ACORD name and logo are registered marks of ACORD RDK Blanket Waiver of Subrogation "Supplemental Names** Eastbrook Ventures, LLC; Vilata Communication, LLC; FRII Wireless LLC Certificate holder is included as Additional Insured as required by written contract with respect to liability arising out of work performed by the named insured. SAGITTA 25.3 (2010105) 2 of 2 #S854580/M840477 DocuSign Envelope ID: ODOF518C-365A-4O12-A238-BD3F1 D44OAFE proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 8. 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. 9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 10. 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. 11. 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 Services Agreement 7549 Public WiFi for MAX BRT Page 3 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3FiD440AFE the City under this Agreement or cause of action arising out of performance of this Agreement. 12. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 13. 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. 14. 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 Services Agreement 7549 Public WiFi for MAX BRT Page 4 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1D440AFE 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 parry's reasonable attorney fees and costs incurred because of the default. 15. 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. 16. 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. 0. Box 580 Fort Collins, Services Agreement 7549 Public WiFi for MAX BRT Page 5 of 23 DocuSign Envelope ID: ODOF518C-365A-4012-A238-BD3F1D44OAFE Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 17. 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. 18. 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. 19. 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 Services Agreement 7549 Public WiFi for MAX BRT Page 6 of 23 DocuSign Envelope ID: ODOF518C-365A-4O12-A238-BD3F1D44OAFE knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department') made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and Services Agreement 7549 Public WiFi for MAX BRT Page 7 of 23 DocuSign Envelope ID:ODOF518C-365A-4012-A238-BD3F1D440AFE consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, and Exhibit "E" — Federal Requirements, consisting of nine (9) pages, attached hereto and incorporated herein by this reference. CI a By: 11 Gerry P ul Director of Purchasing and Risk Management Date: 6 / f 3L I J FRONT RANGE INTERNET INC. By: Gary Myall PRINT NAME CEO TITLE Date: Services Agreement 7549 Public WiFi for MAX BRT Page 8 of 23 DocuSign Envelope ID: 0D0F518C-365A-4012-A238-BD3F1 0440AFE EXHIBIT A SCOPE OF WORK The Transfort bus system is comprised of 35 buses and 19 routes which provide service throughout the city limits and areas of Larimer and Boulder Counties. A regional route called FIeX, serves as a connection to surrounding communities. The MAX Bus Rapid Transit (BRT) service which is projected to begin in spring of 2014, will have 20 platforms or stops and provide bus service across the north -south spine of Fort Collins. It is anticipated that MAX BRT service will run from 5:00 a.m. to 12:00 a.m. Monday thru Saturday. Construction started summer of 2012 with testing and integration of all project components expected in fall/winter 2013. The start of revenue service will begin in the late spring of 2014. Ridership on the MAX BRT corridor is projected at 1.25 million rides annually. In support of the MAX BRT service, the City of Fort Collins/Transfort, hereinafter referred to as "The City" and "Transfort", intends to provision a turnkey public WiFi/internet access solution on board these buses. The City intends to implement this tumkey public WiFi/internet access solution on the FLeX route buses, prior to the BRT buses. The FLeX route serves both Fort Collins and areas of Larimer and Boulder Counties and will function as a trial/pilot/proof of concept program in preparation for WiFi on board the new BRT service. Implementation of WiFi services on the FLeX route, known as Phase I, will ensure that the solution will be viable for the MAX BRT service. The Phase I solution will be provided, installed and maintained by a contracted service provider, hereinafter referred to as the "Service Provider". The turnkey Wi-Fi solution will be entirely isolated from any Transfort bus technology/equipment and the City network. Space will be made available for the vendor's equipment within the bus data cabinet, and the only connection will be power supplied from the bus battery. This phase will entail installation and service roll -out on the FIeX route buses by January, 2014. Five (5) FIeX buses will be outfitted. 1. Requirements The Service Provider shall meet the following requirements: A. Installed equipment shall remain separate from onboard systems/City networks, with the exclusion of the power source. B. All equipment that is necessary to install on the buses, must first be approved by the City Representative or Transfort personnel to whom the City Representative may delegate such approval -making (for both style and location consideration). C. Access to the onboard data cabinets during initial installation, on -going maintenance, or equipment removal, must be scheduled in advanced with the City Representative or Transfort personnel designated by the City Representative. No keys/independent access will be granted to the contractor. Additionally, access may at times only be accommodated at off -hours and/or weekends (including Sundays). D. Wi-Fi internet access will be readily and easily available to the public, on board the equipped vehicles. Connections will be established within one minute including navigation time to the landing page. The landing page will be clearly marked with simple directions to be approved by the City Representative or Transfort personnel designated by the City Representative prior to implementation. WiFi service on board the vehicles must be available during the Transfort service operating hours, with a Services Agreement 7549 Public WiFi for MAX BRT Page 9 of 23