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HomeMy WebLinkAbout541252 DUNBAR ARMORED INC - CONTRACT - RFP - 7672 MAX TICKET VENDING MACHINES - COLLECTION SERVServices Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 1 of 31 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 Dunbar Armored 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 nine (9) pages and incorporated herein by this reference. Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence August 15, 2014, and shall continue in full force and effect until August 14, 2015, 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. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained 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: Dunbar Armored, Inc. Attn: Seth McElroy 50 Schilling Road Hunt Valley, MD 21031 City of Fort Collins Attn: Karl Gannon PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, per Exhibit "B", consisting of DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 2 of 31 two (2) pages, attached and incorporated herein by this reference. Additional pricing information is outlined per Exhibit “C”, consisting of one (1) page, attached and incorporated herein by this reference. Service Provider shall submit invoices to the City monthly. Payment will be made for all undisputed charges via Automatic Clearing House (“ACH”) direct account-to-account electronic deposit within thirty (30) days of receipt of an invoice. The Service Provider herein agrees to execute the applicable direct deposit authorization form. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this Agreement. All requests concerning this Agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent Service Provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an Agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 3 of 31 into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire Agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of Service Provider’s negligence or willful misconduct in 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 “D”, 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, DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 4 of 31 Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. 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 DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 5 of 31 knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "E" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. 20. Federal Transit Clauses. Additional provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit “F” - Federal Terms and Conditions, consisting of ten (10) pages, attached hereto and incorporated herein by this reference. 21. Service Provider’s Additional Terms and Conditions. Service Provider’s Additional Terms and Conditions are set forth in Exhibit “G”, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 6 of 31 CITY OF FORT COLLINS, COLORADO a municipal corporation By:_______________________________ Gerry Paul Director of Purchasing and Risk Management Date:_____________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney DUNBAR ARMORED INC. By:_______________________________ __________________________________ PRINT NAME __________________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date:_____________________________ DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E 8/20/2014 DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 7 of 31 EXHIBIT A SCOPE OF SERVICES I. OVERVIEW The City of Fort Collins (City) and Transfort wishes to retain the services of a qualified firm to provide cash collection and counting services for all MAX Bus Rapid Transit (BRT) Ticket Vending Machines (TVM). The City’s intention is to have the contractor service all twenty one (21) machines, one (1) time a month, with the option of servicing all twenty one (21) machines two (2) times a month, if volumes support an increase. A key objective of this contract is to provide Transfort riders with the highest quality customer service by maximizing the availability of TVMs at all time. All TVM locations are due to be operational on August 25, 2014. Transfort currently has nineteen (19) TVMs located along the MAX BRT guide-way and two (2) TVMs at the South Transit Center. All TVM models are S&B FAA 2000 TS Fare Vending. Locations of all twenty one (21) TVM’s are listed in Section III of this Exhibit. A. Ticket Vending Machine Definitions and Specifications 1. Ticket Vending Machines: Ticket vending machines (TVMs) accept bills, coins and credit/debit cards to issue a printed ticket. 2. TVM Physical Characteristics: Equipment has been designed and constructed to prevent theft and unauthorized access, minimize the effects of vandalism, prevent unauthorized removal of the equipment from its installed location and enable access by authorized personnel. 3. Denomination of Bills: The TVM bill handling system accepts U.S. $1, $5, $10 and $20 bills. The bill handling system is programmable to accept at least six additional denominations or bill designs. Bills can be processed facing upwards or downwards and turned to face either left or right. 4. Bill Vault: Each TVM is delivered with one bill vault and one spare bill vault. When empty, the bill vault will not weigh more than ten pounds. 5. Coin Vault: Each TVM is delivered with one coin vault and one spare coin vault. The interior dimensions of the coin vault will not be less than 350 cubic inches. When empty, the coin vault will not weigh more than 10 pounds. 6. Coin Hopper: There are six coin hoppers supplied with each TVM. Three coin hoppers and three spare coin hoppers are delivered with each TVM. 7. Designated Coins: The TVMs accept the following U.S. coins: a) Nickels, b) Dimes, c) Quarters, and d) Dollars (Susan B. Anthony and Sacajawea types). Coins of foreign denominations or not meeting the U.S. Department of Treasury standards will not be accepted as a valid coin. The machines can be reconfigured to allow the coin handling system to accept coins other than those listed above, such as 50-cent pieces and a different mix of denominations caused by a change in fares. 8. Access to TVMs: Access to the TVM interior for servicing is through the front door. Opening the front door of the TVM will require engagement of the locking mechanism with the proper keying device. Each person accessing a TVM must have a separate pin which shall be entered upon opening the door. These will be assigned by Transfort and under no DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 8 of 31 circumstances may they be used by or shared with anyone other than the assignee. Contractor shall immediately notify Transfort of any change in personnel so Transfort can disable the pin code(s). II. SCOPE OF SERVICES A. Requested services include the following and each is detailed below: 1. Currency and coin exchange 2. Equipment handling and storage 3. Security for currency and coin transportation 4. Cash counting 5. Receipt reconciliation 6. Bank deposits 7. Revenue reporting 1. Currency and Coin Exchange a. TVM Units Exchanged: The following units will be exchanged and/or filled in each TVM as required: bill vaults, coin vaults, coin hoppers and coin magazines. b. Exchanging Coin and Currency Vaults: Contractor shall exchange coin and currency vaults according to a schedule to be provided by Transfort prior to commencement of service. Contractor shall unload full bill and coin vaults (one vault for bills and one vault for coins) in each TVM as needed and replace them with new empty units. Contractor shall replace the coin hoppers with components containing a full complement of coins and fill the coin magazines at the time of revenue servicing based on the specific needs for coins in each TVM. c. TVM Service Crew: A two-person (sometimes three-person) dedicated crew is estimated to be necessary to provide regularly scheduled TVM revenue servicing. It is the Contractor’s responsibility to determine the exact number of personnel it needs to provide the regularly scheduled services effectively. d. Coin Inventory for Change: Contractor is expected to maintain an adequate coin inventory for revenue servicing. Coins necessary to fill the change making units (coin hoppers and coin magazines) will be provided by Transfort. Transfort will authorize the bank to make the coins available to the Contractor as needed to replenish the change inventory. The coins will be filled through the same bank where the Contractor makes the deposits and will consist of loose coins only. If any shortages occur with coins ordered from the bank, the Contractor shall inform Transfort and provide documentation of the shortage no later than the day after receipt of the change order. Any shortages not found and acknowledged by the bank are the responsibility of the Contractor. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 9 of 31 2. Equipment Handling and Storage a. Repair and Replacement of Damaged Components: Contractor shall routinely handle and transport bill vaults, coin vaults and coin hoppers. Contractor shall ensure that the equipment is transported, handled and stored in a manner that will prevent the equipment from being damaged. b. Equipment Listing. The following are examples of damage to revenue service equipment which primarily happens when equipment is dropped, thrown, allowed to slide on a surface, or when components within the TVM are mishandled:  cracked/broken coin hopper or chute  cracked/bent casing  bent/misshapen pin connector  broken/bent handles  broken/bent door  bent housing  broken/bent/misaligned access door  broken/sheared stand-off pins  bent/misaligned slider mounts  strained/unseated electrical cables  broken ACM board  broken coin vault transponder unit . c. Damaged Equipment: In the event any of these components are damaged while in the possession of the Contractor or from improper handling of components within the TVMs, the Contractor shall be responsible for the repair or replacement of these components. The repair and replacement cost of the equipment damaged by the Contractor shall be charged back to the Contractor. d. Reporting on Damaged Equipment: Before Contractor is charged for the cost of repairing or replacing the damaged equipment, Transfort shall first provide the details of the damage to the Contractor in writing. Contractor shall provide a written response with any relevant information to Transfort within ten working days. The final decision on chargebacks for the cost of repairing or replacing damaged equipment will be made by the designated Transfort representative. 3. Security for Currency and Coin Transportation The Contractor shall provide security for vehicles, employees, transported cash, TVM keys, vaults, hoppers and cash counting. 4. Cash Counting a. Cash Counting: Contractor shall sort and count the cash from the TVM cash vaults in a secured facility with closed circuit monitoring. The Contractor shall count Transfort funds and report the contents of each coin and currency vault separately for each TVM serviced. Reports on the contents of each TVM serviced shall be provided to Transfort within 24 DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 10 of 31 hours of deposit. b. Counting Mixed Coin: All coins from each machine shall be counted and totaled by unit. c. Counting Currency: All currency from each machine shall be counted and totaled by unit. d. Counterfeit Coins and Currency: Contractor shall report to Transfort any nonconforming or counterfeit cash within 24 hours of processing. e. Mutilated Coins and Currency: If possible, Contractor shall count and repair mutilated currency, deposit all mutilated coin and currency, and give Transfort bank credit within 24 hours of processing. f. Transfort Monitoring: Transfort, at its sole discretion, may have its employees monitor the counting of coin and currency on a periodic basis. 5. Reconciliation a. Balancing and Reconciling TVMs: Contractor shall be responsible for balancing and reconciling each machine when it is serviced. When Contractor removes a container from a TVM, the Contractor will be able to print a report from the TVM, showing total cash in each container. The Contractor shall use this report to demonstrate the TVM generated data reconciles against the cash deposited. The reconciliation documents and TVM reports shall be provided to Transfort, within 48 hours of pickup. b. Notification of Variances: A designated representative from Transfort must be notified of variances of plus (+) or minus (-) $10.00 or more in any TVM vault processed. This notification shall be both verbally communicated and emailed within 1 business day of processing by the Contractor. c. Shortages: Transfort shall have the option to file a claim for shortages unless such discrepancies are a result of TVM errors that are known and approved by Transfort. 6. Bank Deposits a. Responsibility for Cash: Contractor is responsible for all currency picked up from the TVMs until such currency is deposited into Transfort’s bank account. b. Timing of Deposits: Bank credit shall be issued to Transfort within 24 hours of when the Contractor takes possession of the cash. The only exceptions are days that the bank is closed, such as bank holidays. Deposits shall be made no later than the next business day following the day the cash is collected from the TVMs. c. Designated Bank: All deposits and currency pick- ups shall be made at First National Bank at the following address: 205 West Oak Street, Fort Collins, CO 80522. 7. Revenue Reporting a. Reporting and Confirming Revenues: Contractor shall report all collected revenue by TVM, container number and coin/bill denomination within 24 DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 11 of 31 hours of deposit. This report shall be presented to a designated Transfort representative who shall confirm the processed revenue amount on the form provided. b. TVM Records and Damage Reporting: Contractor shall provide proper inventory of vaults and hoppers to include the container type, serial number and date of equipment transfers. Contractor shall also provide delivery and collection of revenue servicing equipment to Transfort. c. Audit Reports: Each time a money container is removed or inserted by Contractor personnel, a vault exchange card shall be printed from the TVM. Contractor is required to use these reports to process and reconcile deposits for each TVM and provide said reports to Transfort within 24 hours of making deposits to the bank, as proof that deposits reconcile to these reports. d. Reporting Costs: The cost of preparing reports is included in the billable rates for services and is not charged separately. B. SCHEDULE Services are described below as Scheduled and Unscheduled Services. Scheduled services will be performed the third Saturday of every month, unless other arrangements are agreed upon between Service Provider and Transfort. 1. Scheduled Services a. Scheduled Services include the following tasks:  Periodic bill vault exchange  Periodic coin vault exchange  Periodic coin hopper exchange  Periodic coin magazine funds exchange  Cash handling and transportation  Audit report printing  Revenue reporting  Cash and coin counting  Periodic equipment delivery/collection  Equipment storage b. The cost for a Scheduled Service is the Contract rate and is a fixed rate per TVM. Refer to Exhibit B, Schedule A of attached Proposal Form. 2. Unscheduled Services Unscheduled services are revenue services which are necessary to bring a TVM to normal operating condition. Types of unscheduled services may include:  Unplanned servicing of a TVM.  Pickup at a particular location.  Services required to rectify revenue service errors.  Service requests for such events as vandalism, machine malfunctions, unplanned servicing of a TVM off the prescheduled service, or to correct Contractor caused errors. a. Unscheduled services include the following tasks:  Periodic bill vault exchange DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 12 of 31  Periodic coin vault exchange  Periodic coin hopper exchange  Periodic coin magazine funds exchange  Limited problem resolution  Cash handling and transportation  Audit report printing  Revenue reporting  Cash/coin counting b. Unplanned servicing. Three hour notice shall be provided for unexpected same day service. The goal is to not to exceed eight machines in any 24- hour period. c. Response times shall be a maximum of eight hours to complete service from the time of notification. d. Errors. Errors caused by Contractor shall be corrected at no cost to Transfort. Contractor shall correct at no cost to Transfort, revenue servicing error conditions that occur within 24 hours of the Contractor servicing equipment unless it is determined by Transfort that the error was not a result of revenue servicing. Transfort will work with the Contractor to outline those revenue error conditions where the Contractor would proceed to correct the problem without additional instructions from Transfort. Adequate reserve equipment and vehicles shall be made available for use if the primary equipment is not available. e. Audits may be conducted to compare cash in TVM to TVM receipts and to determine machine malfunctions on a periodic basis. These audits are not unscheduled services if included in the regular service schedule provided to the Contractor. f. The Contractor may be needed to meet with maintenance personnel to respond to TVM breakdowns or vandalism in the event that cash must be removed quickly from a TVM. g. Contractor may charge all unscheduled services (with the exception of Contractor-caused errors) at the Contract rate, which is an hourly rate per services. Refer to Exhibit B, Schedule B of the attached Proposal Form for the Unscheduled Services rate. The Cash Counting billable rate is found on Exhibit B, Schedule D of the Proposal Form. C. TRANSFORT RESPONSIBILITIES Transfort will provide the following:  Coins required to replenish coin hoppers and magazines in each TVM as needed prior to the commencement of cash collection service. Transfort will order the coins to be picked up by the Contractor.  Empty coin and bill vaults. The number of coin and bill vaults provided to the Contractor may be adjusted based on actual usage.  Written step-by-step procedures for revenue servicing of TVMs, initial and annual re-qualification training of Contractor employees. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 13 of 31  Bank account number for deposit of revenues. Bank supplies will be provided as necessary.  Separate TVM log-in access codes for assigned Contractor staff. D. STAFFING 1. Contractor shall provide its assigned personnel with uniforms and photo ID so as to clearly identify assigned personnel as contractor-employees. E. TRAINING Refer to Exhibit B, Schedule E of the attached Proposal Form for the rates to bill for participation in training sessions. 1. Initial Training: Prior to beginning services by the Contractor, Transfort will provide initial training to Contractor personnel at the onset of this Agreement. Such training will address proper servicing of TVM equipment, responsibilities related to resolving problems and identification of instances where the Contractor will need to interact with Transfort. In general, the initial training will cover the following:  General operation of a TVM  General operation of TVM components  Standard operating procedures  MAX BRT Guideway Access Training  Instructor Training 2. Ongoing Training: Contractor shall be responsible for any subsequent training required for new employees. 3. Manuals: Transfort will provide TVM operating manuals and a Guideway Access Training manual to the contractor. F. MONITORING AND AUDITS 1. Periodic Inventory: Transfort may, at its discretion, conduct an inventory of all equipment held by the Contractor. 2. Annual Physical Inventory: Contractor will maintain a current inventory of keys, vaults and hoppers, etc., issued by Transfort. Inventory reports shall be provided to Transfort on demand and be available for audits. Contractor is financially responsible for the replacement of all items issued to the Contractor by Transfort that are lost or damaged beyond use by the Contractor. Contractor must notify Transfort immediately of lost keys, vaults, coin hoppers, or other items that belong to Transfort. 3. Monthly Exception Inventory: Contractor shall provide a monthly exception report of inventory to Transfort, including such items as keys, vaults, hoppers, etc., issued to the Contractor. The purpose of the exception report is to notify Transfort of any changes (additions or deletions) to inventory, including details of any items sent to or received from Transfort. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 14 of 31 4. Standards of Performance: It is the objective of Transfort to maximize TVM availability to our customers. Contractor’s standard of performance shall be measured based on the extent to which this objective is achieved through adequate revenue servicing. Transfort will also measure the Contractor’s performance based on the accuracy of work performed relative to cash processing and depositing as well as the adequacy of operating procedures and the maintenance of required records. Internal Control Report: Transfort may require a report on Contractor’s internal account controls. Transfort will, at its cost, select an independent Certified Public Accountant (CPA) to perform the audits necessary to issue the required report(s). Contractor will be required by Transfort to allow the independent CPA, upon reasonable notice, to examine the Contractor’s records, processes, systems, and facilities, etc., as necessary, to gather adequate information to issue the required report(s). 5. Improper Servicing: Transfort will not reimburse the Contractor for faulty revenue servicing. For example, if a bill vault or coin hopper is replaced and the TVM goes out of service within the next 24 hours due to the bill vault or coin hopper being inserted incorrectly, Transfort will not be liable for the cost of that revenue service. Transfort shall make the final determination as to whether improper revenue servicing techniques were administered. In addition, charges incurred by Transfort for maintenance and repair as a result of faulty service will be billed back to the Contractor. 6. Termination: The following actions may be grounds for termination of the Agreement if one or more of the following events occur:  No more than three TVMs may be improperly serviced during a 30 day period.  No more than five instances of false alarms caused by improper revenue servicing will be permitted within a 60 day period. Contractor is advised that alarms cause the machine to go out of service and the equipment maintenance team must respond to the out of service alarm.  Failure to make timely or complete deposits of funds removed from TVMs.  Excessive damage to revenue servicing equipment by the Contractor.  Contractor fails to adhere to the revenue service schedule agreed to by Transfort and the Contractor (i.e., omitting one or more of the assigned stops on any given day) unless advance notification is given to Transfort and Transfort has agreed to the change in schedule.  Unexplained cash shortages above the $10.00 threshold occurring more than three times in a 30 day period.  Failure to maintain a cash counting facility that meets minimum industry standards.  TVMs not functioning due to ordered collection services not being provided.  Failure to accurately account for equipment received or to maintain DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 15 of 31 adequate account of coins issued for revenue service.  Failure to ensure that all new employees complete training before performing any revenue collection service under this contract. G. TRANSPORTATION EQUIPMENT The Contractor shall maintain adequate vehicles and equipment needed to load/unload and transport vaults and supplies as well as to accurately process currency. Funds shall be transported using vehicles that meet minimum armored car industry requirements. H. SECURITY KEYS The Contractor shall be issued high security keys to access revenue collection compartments and vault contents. The Contractor shall be responsible for the safekeeping of these keys. In the event that the keys are lost or misplaced, the Contractor shall be responsible for all costs associated with the re-keying or replacement of locks and any revenue loss or equipment damage attributed to the subsequent use of lost keys. The Contractor must notify Transfort within 12 hours of when a key is identified as lost, missing, or damaged beyond repair. The Contractor must also coordinate the changing of locks and replacement keys within 24 hours of discovery. III. TVM LOCATIONS MAX Station Address # of TVMs DTC 250 N Mason 1 Mountain NB 110 N Mason 1 Mountain SB 101 S Mason 1 Olive NB 270 S Mason 1 Olive SB 301 S Mason 1 Mulberry NB 430 S Mason 1 Mulberry SB 501 S Mason 1 Laurel NB 648 S Mason 1 Laurel SB 640 S Mason 1 University Station 1026 S Mason 1 Prospect Station 112 W Prospect 1 Spring Creek Station 2201 S College 2 Drake Station 200 W Drake Rd 1 Swallow Station 3110 McClelland Dr 2 Horsetooth Station 219 Horsetooth Rd 1 Troutman Station 4237 S Mason 1 Harmony Station 224 W Harmony Rd 1 South Transit Center Fairway Lane 2 DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 16 of 31 EXHIBIT B PROPOSAL FORM - PRICE SCHEDULES The requirements of each of the proposal items on the Price Schedules are specified or shown as part of this pricing form. Unit prices shall be offered for each proposal item; failure to do so may render the proposal non-responsive. Transfort reserves the right to correct obvious mathematical errors on the Proposal Schedule. Rates stated below shall be fully-burdened (all-inclusive rate which includes direct hourly rates, direct costs, overhead and profit). No direct or indirect costs shall be paid by Transfort without prior approval by Transfort. Estimated quantities for unit price items are provided for evaluation purposes only. Transfort makes no guarantee as to the actual quantity of unit priced items that will be required. NOTE: If prices are not submitted on all line items, the proposal may be considered nonresponsive. Please do not deviate from the formats listed below. Prices listed, including escalation, will apply for the entire term of the contract. We agree that, if we are awarded this Agreement, we will be entitled to payment only for actual unit quantities performed. Having carefully examined the contract documents for this solicitation as prepared by the City, we propose to provide the services identified in the contract documents for the prices set forth as follows: Scheduled Services Schedule A: Scheduled Services – Saturday Price Per 21 TVMs 1X/month Total Extended 1X/month Per 21 TVMs 2X/month Total Extended 2X/month Fixed Service rate per TVM $ 51.34 $ 1078.14 $ 102.68 $ 2,156.28 Unscheduled Services Schedule B: Unscheduled Services Hourly Rate Unscheduled TVM Services $ 115 Cash Counting Cash counting for scheduled and unscheduled services is to be based on a fixed rate for every container processed. The number of containers typically serviced for each TVM is two to a maximum of five. Cash Counting includes:  Count Coins and currency  Counterfeit and mutilated cash  Balancing and reconciliation  Shortages  Bank Deposit  Revenue Reporting DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 17 of 31 Schedule D: Cash Counting Per TVM 1X/month Total Extended 1X/month Per TVM 2X/month Total Extended 2X/month Fixed Rate Charged for each TVM container (15 TVMs) $49 /Each $735 $98 /Each $1470 Fixed Rate Charged for each TVM container (21 TVMs) $49 /Each $1029 $98 /Each $2058 Pricing for Years 2 through 5 Rate increases shall not exceed 2% if a minimum of 20 TVM’s are serviced at least one time per month. Rate change percentages are relative to the most previous year’s price. Schedule F: Pricing for Years 2 - 5 Percentage Increase relative to previous year’s rate Year 2 0% Year 3 2% Year 4 2% Year 5 2% DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 18 of 31 EXHIBIT C ADDITIONAL PRICING SPECIFICATIONS The rate for initial load is $71.50 per TVM (weekday price), as well as a one- time $75 bin pick- up fee. The one or two day per month service will be performed on a Saturday with all machines serviced on the same day at a rate of $51.34 per stop or per service. Weekday and off day specials or on call additional services would be at a rate of $71.50 per pick up or service. On call services would be at 24 hour notice to respond, not 8 hours. Location would be serviced the next business day when we are in the area at a rate of $71.50. If required to perform a tech meet for maintenance, or an 8 hour emergency, the rate would be at $115.00 per hour or any portion of an hour portal to portal. If additional days of service are requested on a regular basis we would add an additional Saturday for all machines at an additional $51.34 per pickup in conjunction with all other locations being serviced on the same day or for a single location at a rate of $71.50 per service. Service Provider reserves the right to renegotiate the pricing for scheduled services based on a lower number of machines should the number of TVMs fall below 20 at any time during the contract term. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 19 of 31 EXHIBIT D 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 terminate 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: 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: 1. 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 $1,000,000 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. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E New Insurance Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 20 of 31 EXHIBIT E 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. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 21 of 31 EXHIBIT F FEDERAL TERMS AND CONDITIONS 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 3. ACCESS TO RECORDS AND REPORTS 4. FEDERAL CHANGES 5. TERMINATION 6. CIVIL RIGHTS REQUIREMENTS 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS 9. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) 10. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT 11. ENERGY CONSERVATION REQUIREMENTS 12. ADA ACCESS 13. CITY OF FORT COLLINS BID PROTEST PROCEDURES DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 22 of 31 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 23 of 31 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 l Service Contract Turnkey Constructio n Architectural Engineering Acquisitio n of Rolling Stock Professional Services I State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects None None unless1 non- competitive award Those imposed on state pass thru to Contractor None Yes, if non- competitive award or if funded thru2 5307/5309/ Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 24 of 31 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 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 DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 25 of 31 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. F. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery 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 default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. 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). 6. CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and 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 DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 26 of 31 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. 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 9.9%. A separate contract goal of 0% DBE participation has 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. {If a separate contract goal has been established, use the following} Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following [concurrent with and accompanying sealed bid] [concurrent with and accompanying an initial proposal] [prior to award]: DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 27 of 31 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the bidder/offeror’s commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor’s commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. [Bidders][Offerors] must present the information required above [as a matter of responsiveness] [with initial proposals] [prior to contract award] (see 49 CFR 26.53(3)). {If no separate contract goal has been established, use the following} 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 may not hold retainage from its subcontractors.] [is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.] [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 4220.1E, 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 DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 28 of 31 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.” 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. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT Background and Application DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 29 of 31 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 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. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 30 of 31 (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. 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. 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. 13. 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. O. Box 580, Fort Collins, CO. 80522. You may also request a copy of the procedures by emailing: Purchasing@fcgov.com or calling 970-221-6775. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Services Agreement– Dunbar Armored Inc. 7672 MAX Ticket Vending Machine Collection Services Page 31 of 31 EXHIBIT G ADDITIONAL TERMS AND CONDITIONS 1. Upon discovery of a claim for loss under this Agreement, City shall report the same in a reasonable time period, to the appropriate police authorities and shall maintain and preserve all evidence. Within ten (10) days after discovery of any loss, but in no event more than ninety (90) days after receipt by Service Provider of the funds, securities, instruments and/or valuable articles in connection with such claim is asserted, City shall give notice of claim in writing to Service Provider. If the City fails to comply with these conditions, City agrees that all claims against Service Provider relating to the lost items are deemed to be waived and released. 2. It is understood and agreed that Service Provider shall not be responsible for any loss or damage caused by hostile or warlike action, civil disorders or any governmental seizure or by atomic weapons, nuclear reaction or radiation or radioactive contamination, whether controlled or uncontrolled, whether such loss be direct or indirect, proximate or remote. The phrase “hostile or warlike action, civil disorders or governmental seizure” is understood by City and Service Provider to incorporate the provisions of the War Exclusion Clause adopted by the Inland Marine Underwriters and filed by the Inland Marine Insurance Bureau in all states. 3. Neither party shall be liable for any consequential or incidental losses or damages from normal wear and tear, including loss of interest, under any theory of liability. 4. Service Provider shall respond to unplanned service requests, received after 10:00 a.m., on a next business day basis. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E Holder Identifier : 7777777707070700077761616045571110767717016204447207442027772507300072640577046230130777415153167440307137114633671103071736330235333210763551063002261207364015570076130076727242035772000777777707000707007 7777777707070700073525677115456000722111516037103107033336242172011070233272420631100702333724207201007023337243162011071322273531630110712222735316301007032337253173100077756163351765540777777707000707007 Certificate No : 570054940772 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/19/2014 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). 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. PRODUCER Aon Risk Services, Inc. of Maryland 500 East Pratt Street Baltimore MD 21202 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED INSURER A: Hartford Fire Insurance Co. 19682 INSURER B: Trumbull Insurance Co 27120 INSURER C: Twin City Fire Insurance Company 29459 INSURER D: Starr Surplus Lines Insurance Company 13604 INSURER E: INSURER F: FAX (A/C. No.): 800-363-0105 CONTACT NAME: Dunbar Armored, Inc. 50 Schilling Road Hunt Valley MD 21031 USA COVERAGES CERTIFICATE NUMBER: 570054940772 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL TYPE OF INSURANCE INSD POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $300,000 $10,000 $1,000,000 $3,000,000 $3,000,000 Contractual Liability A 40CSES35403 04/01/2014 04/01/2015 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $1,000,000 A 04/01/2014 04/01/2015 COMBINED SINGLE LIMIT (Ea accident) 40 CSE S35402 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $10,000,000 $10,000,000 UMBRELLA LIAB 04/01/2014 D 1000035065141 04/01/2015 RETENTION X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTE B 04/01/2014 04/01/2015 AOS C 40WBRS35401 04/01/2014 04/01/2015 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A N WI WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 40WNS35400 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Fort Collins its officers, agents and employees are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. CERTIFICATE HOLDER CANCELLATION CityREPRESENTATIVE of Fort Collins AUTHORIZED Attn: Karl Gannon PO Box 580 Fort Collins CO 80522 USA ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E 5311 None None unless non- competitive award None None unless non- competitiv e award None None unless non- competitive award II Non State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects Yes3 Yes3 Those imposed on non-state Grantee pass thru to Contractor Yes Yes Yes Yes Yes Yes Yes Yes Sources of Authority: 1 49 USC 5325 (a) 2 49 CFR 633.17 3 18 CFR 18.36 (i) DocuSign Envelope ID: AE1015D4-1E4C-4648-9265-49039251079E