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468473 VEOLIA TRANSPORTATION - CONTRACT - RFP - 7612 PARATRANSIT SERVICES
Services Agreement 7612 Paratransit Services Page 1 of 51 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 SHAMROCK TAXI OF FORT COLLINS, INC., a Colorado Corporation 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 twenty-one (21) pages, and incorporated herein by this reference (“Services”). The City of Loveland Transit “COLT” shall have the option to receive Services hereunder in accordance with this Agreement and terms of a separate Intergovernmental Agreement (IGA) between COLT and the City. In the event COLT elects to receive such Services, the transition plan shall be in accordance with Exhibit “B” or as otherwise mutually agreed. 2. Contract Period. This Agreement shall commence June 1, 2014, and shall continue in full force and effect until May 31, 2017, 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 two (2) additional one year periods. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 2 of 51 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. Notwithstanding the time periods contained herein, either party may terminate this Agreement at any time without cause by providing written notice of termination to the other party. Such notice shall be delivered at least ninety (90) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by the either party, the Service Provider shall be paid for the portion of the 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. Notice. All notices provided under this Agreement shall be effective when mailed, postage prepaid, first class mail and sent to the following addresses: Service Provider: City: Copy to: Veolia Transportation Attn: Brad Whittle 7500 East 41st St. Denver, CO 80216 City of Fort Collins Attn: Craig Dubin PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 6. Contract Price. The City shall pay the Service Provider for the performance of this Agreement, subject to additions and deletions provided herein, in accordance with Exhibit "C", consisting of two (2) pages and incorporated herein by this reference. The annual price change shall be effective on the anniversary date of the Agreement. The Service Provider shall submit an invoice to the City on a monthly basis to include; trip fees, call center service, road supervisor, and shuttle service as applicable. 7. City Representative. The City will designate, prior to commencement of the Services, its representative who shall make, within the scope of his or her authority, all necessary and DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 3 of 51 proper decisions with reference to the Services (“City Representation”) provided under this agreement. All requests concerning this Agreement shall be directed to the City Representative. 8. Independent Contractor. The Services to be performed are those of an independent Contractor 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, other taxes or benefits, or for any other purpose. 9. Subcontractors. Service Provider may not subcontract performance of any of the Services without the City’s prior written consent, which consent shall not be unreasonably withheld, but such consent shall be subject to satisfaction of the following conditions: (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 this Agreement without the prior written consent of the City, which consent shall be subject to the conditions in DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 4 of 51 the preceding paragraph. Any such assignment without the City’s prior written consent shall be deemed null and void. 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 the City under this Agreement or cause of action arising out of any non- performance of this Agreement by the Services Provider. 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 the City’s final acceptance of the Services 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. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 5 of 51 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 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 in equity. If the non-defaulting party commences a legal or equitable action 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. 15. Binding Effect. This Agreement, shall be binding upon and shall inure to the benefit of the parties’ respective officers, employees, agents, heirs, personal representatives, successors and permitted assigns. 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, resulting from or occurring in connection with the performance of any of the Services. 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 DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 6 of 51 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 the Services, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 17. Entire Agreement. This Agreement, along with all attached Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants and 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. Venue for any judicial action to enforce or interpret this Agreement shall only be in the District Court for Larimer County, Colorado. 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 C.R.S. Section 8-17.5-101 et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional 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 DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 7 of 51 Homeland Security ( “e-Verify Program”) or the Department Program, an employment verification program established pursuant to C.R.S. Section 8-17.5- 102(5)(c) (“Department Program”) in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional 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. Professional 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 Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three (3) days that Professional 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 (3) days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 8 of 51 e. Professional 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 its authority established in C.R.S. Section 8-17.5-102 (5). f. If Professional violates any provision of this Agreement pertaining to the duties imposed by C.R.S. Section 8-17.5-102, the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional’s violation of C.R.S. Section 8-17.5- 102. g. The City will notify the Office of the Colorado Secretary of State if Professional violates any provision of paragraph 19 and the City terminates the Agreement for such breach. 20. Appropriation. To the extent this Agreement constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation pursuant to Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no supporting appropriation has been made. 21. 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. 22. FTA Terms and Conditions. Since the City will be funding this Agreement in whole or part with federal funds, the Service Provider agrees to be bound by and comply with all of the Federal Transit Authority Terms and Conditions in attached Exhibit “F” consisting of fourteen pages and incorporated herein by reference (“FTA Terms and Conditions”). DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 9 of 51 In the event of any conflict between the FTA Terms and Conditions and the other terms and conditions of this Agreement, the FTA Terms and Conditions shall control. 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 SHAMROCK TAXI OF FORT COLLINS, INC. By:_______________________________ __________________________________ PRINT NAME __________________________________ TITLE Date:_____________________________ DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 5/21/2014 Vice President Brad Whittle 5/22/2014 Services Agreement 7612 Paratransit Services Page 10 of 51 EXHIBIT A SCOPE OF WORK The City of Fort Collins Dial-A-Ride and the City of Loveland Transit agencies provide door-to- door specialized transportation services to citizens who, because of their disability are unable to access the fixed route bus service. These programs, administered by the Transfort Department hereinafter referred to as “DAR” and City of Loveland Transit hereinafter referred to as “COLT”, consist of Road Operations and Central Dispatch components. “DAR” is seeking a service provider hereinafter referred to as the “Service Provider” to provide door-to-door ADA complementary paratransit operations, supervision, scheduling as well as a central dispatch/call center for both ambulatory and non-ambulatory clients. Additionally, COLT is seeking an option to be executed at a later date for an equal level of service defined in this scope of work. Except where otherwise indicated, the “Service Provider” should provide pricing for the COLT option based on the requirements as outlined for the City of Fort Collins’ “DAR” scope of work. The following is a list of the general conditions under which service shall be performed: 1. Those clients certified as “eligible” and whose trip requests originate and terminate within the established service areas of each of the respective agencies. 2. Those clients whose homes have been grandfathered into the service areas of either of the respective agencies. 3. Under emergent circumstances, the “DAR” Contract Manager may authorize additional trips including same-day and overflow trips which may be within or outside of the respective service areas of either of the communities. 4. At the request of the “DAR” Contract Manager, transportation shuttles shall be provided within either of the respective service areas at an hourly rate using “Service Provider” vans and/or City owned vehicles. “DAR” intends to provide door-to-door paratransit services through the coordinated efforts of a central eligibility and quality assurance office operated by “DAR”, a central ride reservation center to be located at, operated and provided by the “Service Provider” as well as road operations and dedicated road supervision operated by the “Service Provider”. The “Service Provider” shall designate an Operations Manager hereinafter referred to as the “Service Operations Manager”. The Transfort Communications and Administration Division Manager hereinafter referred to as the “Contract Manager” will monitor the “Service Provider” for quality assurance. The “Contract Manager” will be the central point of contact for all contract communications and oversight. This includes management of service options executed at a later date. The “Service Provider” shall work with the “Contract Manager” in order to maximize service efficiencies and overall quality. The “Service Provider” shall be the point of contact for trip reservations, subscription requests, cancelations and general customer service. On a daily basis, the “Service Provider” shall receive client trip requests by phone within the guidelines of “DAR” as well as the Americans with Disabilities Act of 1990 (ADA), shall provide all trip administration, and shall assign their vehicles and drivers in order to provide 100% of the requested trips meeting guidelines of this scope of work. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 11 of 51 1 CONTRACT REQUIREMENTS-GENERAL 1.1 The “Service Provider” shall have the following responsibilities for the operation of this proposal. They are: 1.1.1 To provide qualified, competent and courteous staff, 1.1.2 To provide safe, clean, comfortable and customer-friendly vehicles, 1.1.3 Take ride reservations, 1.1.4 Take trip cancelations, 1.1.5 Receive and forward complaints to appropriate “DAR” staff as outlined during operational meetings, 1.1.6 Receive and forward all ADA eligibility intakes and questions to appropriate eligibility staff, 1.1.7 To provide the necessary management, administration, back-office and dedicated on- road supervision by qualified supervisory and administrative staff to meet the requirements of this contract, and 1.1.8 To adhere to ADA guidelines as well as all elements of contract as they apply to on-road service, fleet services, safety & training requirements, dispatch services and call-center procedures. 1.1.9 Incur the initial and on-going costs to maintain a wireless network connection for up to (18) static IP address accounts with unlimited data transfer capability having no trends of interruption in service at a cost as defined below in “DAR Fee Schedule” or to purchase, implement and maintain similar equipment to interface with “DAR” scheduling systems 1.1.10 Maintain up to (18) MDC units in lease agreement with “DAR” at a cost as defined below in “DAR Fee Schedule”. The “Service Provider” shall be responsible for the maintenance as well as the cost of any damage or abuse to the units (See 1.1.9) 1.1.11 Incur the cost of installation of up to (18) MDC units in designated vehicles (See 1.1.9) 1.1.12 Maintain a two-way radio system. 1.1.13 Route and schedule trips. 1.2 “DAR” will have the following responsibilities under this contract: 1.2.1 Provide program management and direction, 1.2.2 Develop and provide to “Service Provider” all policies for service, and ensure that appropriate procedures are developed to implement them, 1.2.3 Define service standards and performance criteria, 1.2.4 Set fares and fare policy, 1.2.5 Determine clients’ eligibility for use of services, 1.2.6 Provide the “Service Provider” with a master copy of all forms needed for reporting necessary information to “DAR”. 1.2.7 To work with the “Service Provider” to control no shows by enforcing no show policy where applicable. 1.2.8 Provide the “Service Provider” with access to three licenses for “DAR” transit scheduling software via VPN connection. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 12 of 51 1.2.9 Provide the “Service Provider” the use of up to 18 Mentor Mobile Data Computers (MDC) for lease at a cost as defined below in “Transfort Fee Schedule” unless “Service Provider” opts to purchase its own equipment per section 1.1.9 1.2.10 Provide the Contractor with “Train the Trainer” instruction on the maintenance of the MDC units at a cost as defined below in “Transfort Fee Schedule. 1.2.11 Provide necessary “Train the Trainer” instruction on the use of “DAR” paratransit scheduling at a cost as defined below in “DAR Fee Schedule. 2 PARATRANSIT OPERATING STANDARDS 2.1 Each of the operating standards are subjected to assessing of liquidated damages as stated in “Assessed Liquidated Damages List and Fee Schedule” and shall be deemed material, a breach of which may result in “DAR” declaring the “Service Provider” in default of the contract. 2.2 General 2.2.1 The “Service Provider” shall provide all services in accordance with “DAR” policies and procedures and in accordance with the following service operating standards: 2.2.2 The “Service Provider” shall provide door-to-door service. All drivers shall offer assistance from the door of the pick-up location to the vehicle and from the vehicle to the door of the drop-off location. The “Service Provider” shall ensure that clients who are going to/from a flagged location indicating that they have a disability that impacts their judgment shall be escorted to/from the door without exception. In these cases, “Service Provider” shall ensure that clients are received by an authorized 3rd party before departing. Any exceptions to this policy must be pre-authorized by “DAR”. If there is more than a 10% increase or more than 300 trips per month going to flagged locations, “Service Provider” shall have the right to negotiate an equitable fee for these extra provided services. 2.2.3 Call Center Staff, Drivers, Supervisors and Dispatchers shall provide friendly customer service at all times. Rude or inappropriate behavior by “Service Provider” staff shall not be tolerated. 2.2.4 Drivers, Supervisors and Dispatchers shall remain professional while in service to “DAR” and only offer correct and appropriate information regarding the Service Contract. 2.2.5 The vehicles provided shall have a 100% smoke-free environment. There shall be no smoking in vehicles at any time by either passengers or drivers; whether in revenue service for “DAR” or otherwise. 2.3 Road and Office Supervision 2.3.1 “Service Provider” will ensure that qualified road supervisors are scheduled during all peak service periods to respond to collisions, injuries, incidents, service failures, vehicle failures and general service needs. During off-peak service periods, road supervisors must be available to respond to an investigation on-site within 30 minutes of a call requiring supervisor investigation. 2.3.2 “Service Provider” will ensure that all supervisors who may be called to investigate any on-road incidents have been properly trained and certified to perform such duties. Supervisor training and certifications must be submitted to and approved by the “Contract Manager” prior to performing such duties. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 13 of 51 2.3.3 “Service Provider” will ensure that road supervisors actively monitor at least 1% of total monthly revenue hours per month. Using current “DAR” averages, this would account for 3-4 hours of monitoring per week. 2.3.4 “Service Provider” will ensure that qualified Dispatch supervisors are scheduled during all peak service periods to respond to high-volume call periods, emergencies, service failures and to provide coaching and guidance to call-center staff. During off-peak service periods, dispatch supervisors must be available to respond for to provide guidance and coaching for emergent or unusual circumstances. 2.3.5 Road and dispatch supervisors will maintain and submit a monthly log that includes daily events to include complaints, collisions, injuries, incidents, on-road monitoring as well as any call-center monitoring activities. 2.4 Call Center 2.4.1 Trip Requests, Scheduling and Information 2.4.2 The “Service Provider” shall take trip requests from the designated Call Center phone number between the hours of 8:00 am and 5:00 pm seven (7) days per week. Trip requests must be taken between one (1) and fourteen (14) days in advance of the requested trip date. “Service Provider” shall provide adequate staff during these office hours and meet the following criteria: 2.4.2.1 Calls shall be answered Monday through Saturday within three (3) rings. 2.4.2.2 Service Provider shall provide Spanish speaking staff with proficient oral comprehension and verbal speech skills for Limited English Proficiency (LEP) customers as defined by Title VI of the Civil Rights Act of 1964, Executive Order 13166 or shall provide proficient on-demand translation services by a 3rd party to be approved by “Contract Manager”. 2.4.2.3 There shall be no greater than an average weekly hold time of two (2) minutes and no greater than a maximum hold time of two and one half (2 ½) minutes on any service day 2.4.2.3.1 Service Provider shall track and report on number of calls, hold times and call lengths; This report shall be submitted to Contract Manager on a monthly basis 2.4.2.4 Calls shall be answered by voicemail on Sundays and non-working holidays. The “Service Provider” shall take and schedule all trip requests that were logged during that 8 am to 5 pm period as stamped on the voicemail date/time no later than one and one half (1 ½) hours before the start of service on the next service day. The current start of service is 6:00 am, therefore, under current conditions; trips must be scheduled and assigned no later than 4:30 am on the next business day (e.g. Monday for trips requests received on Sundays, Tuesday for trips requests received on a non-working Monday holiday) 2.4.2.5 Trip requests shall not be taken before 8:00 am or after 5:00 pm seven (7) days per week under any circumstances except as directed by “Contract Manager” DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 14 of 51 2.4.3 All trip requests must be taken and scheduled for eligible clients between 1 and 14 days in advance. *See “Trip Reservation Procedures” 2.4.3.1 The “Service Provider” shall ensure that every eligible trip request is scheduled and that the trip is provided in order to maintain a 0% denial rate. In the event that the “Service Provider” is unable to maintain a 0% denial rate, the “Service Provider” shall contact the Contract Manager immediately. 2.4.4 Service Provider shall ensure call takers are strictly following the trip reservation procedures. See Trip Reservation Procedure, Attachment F. 2.4.4.1 Service Provider shall confirm all trip request information upon each trip request to ensure accuracy. 2.4.4.1.1 Information to verify for each leg of trip: Client Name Phone number Pick up address Drop off address Requested pick up time Appointment time upon request PCA, if applicable Service animal, if applicable Number of guests, if applicable Fare amount due Funding, if applicable Vehicle type exclusion, if applicable Mobility device, if applicable 2.4.5 Service Provider shall adequately manage and maintain subscription trips to ensure that subscription changes are completed appropriately and shall not create missed trips or no shows. Record keeping processes for subscriptions are at the discretion of the “Service Provider”. However, the format must be approved by the “Contract Manager” and shall be available to “Contract Manager” or designee within two (2) hours of request. 2.4.6 The “Service Provider” must stamp the original requested time as stated by the client. Under no circumstances is the “Service Provider” allowed to change the client’s requested time. 2.4.7 The “Service Provider” may negotiate scheduled pick up times with clients under the following criteria: 2.4.7.1 Negotiations may not exceed one hour before or one hour after the original requested time 2.4.7.2 Negotiations may not be offered that would render a useless trip. 2.4.7.2.1 If a client requests a drop off appointment, a negotiation may not be offered that would exceed that requested DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 15 of 51 drop off time. Example: Client needs to be at work by 10:00 am and requests a 9:15 am pick up. In this case, a 10:15 am negotiation would be rendered a useless trip and may not be offered. The “Service Provider” must honor the client’s appointment time of 10:00 am. However, a pick up could be negotiated as early as 8:15 am in this situation. 2.4.7.2.2 If a client requests a pick up no earlier than a specified time, a negotiation may not be offered that would require the client to be ready prior to their earliest specified time. Example: Client finishes work at 6:00 pm and requests a 6:15 pm pick up. In this case, a 5:15 pm negotiation would be rendered a useless trip and may not be offered. The “Service Provider” must honor the client’s request to be picked up no earlier than 6:00 pm. However, a pick up could be negotiated as late as 7:15 pm in this situation. 2.4.7.3 Negotiations must be offered and documented using tracker actions on the trip request itself noting the employee name, date called, time called, and the information offered. 2.4.7.4 Valid negotiations that are refused by the client shall be marked booking subtype: REFUSAL and a tracker action must be created with the reason the client gave for the refusal. 2.4.7.5 Negotiations must only be offered once and no later than one day before the day of the requested trip except if the trip request was made on a Sunday or holiday between 8:00 am and 5:00 pm. In these cases, attempts may be made to make negotiations on the day of service; however, if the negotiation is not acceptable to the client for any reason, the original request time must be honored. 2.4.8 The “Service Provider” may not accept same-day trip requests and/or additional trip legs except under the following criteria: 2.4.8.1 It is a trip that was called in during the previous non-service day (i.e. Sundays, holidays as noted noted in section 2.2.1.4) 2.4.8.2 It is a trip that was an earlier no-show and the client is not at their home. 2.4.8.2.1 Clients who were a no show at their residence shall not have their trip rescheduled for the same-day. 2.4.8.3 It is a trip that was an earlier medical delay. Medically delayed trips must have their return rescheduled within two (2) hours of the call stating they are ready provided they are available for return during regular service hours 2.4.8.4 The trip was not honored due to Call Center staff error 2.4.8.5 It is by order of Contract Manager 2.4.9 The “Service Provider” may not, under any circumstance prioritize trips by trip purpose, location, ethnicity, age, gender or any other demographic measurements DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 16 of 51 2.4.10 The “Service Provider” shall provide space for those clients who require a Personal Care Attendant (PCA) as noted in their client file upon client request at no additional charge. 2.4.10.1 Service Provider shall not allow PCA’s for those clients who have not been authorized PCA in their client file unless directed by Contract Manager 2.4.11 The “Service Provider” shall schedule space for at least one full fare paying guest (in addition to PCA if applicable) and shall make space for as many guests as the client requests as is deemed reasonable. 2.4.11.1 While this number cannot be assessed, a reasonable example may be to add three total guests if the trip could be accommodated without displacing another client trip request. However, an example of an unreasonable request may be if the client requests that five (5) guests be transported thereby requiring a separate vehicle in order to accommodate the trip. 2.4.12 The “Service Provider” shall take token/ticket orders from clients by phone and shall distribute token/ticket orders on the client’s next scheduled trip (next day service). 2.4.12.1 The “Service Provider” shall accept no more and no less than the value of the token/ticket order 2.4.12.2 The “Service Provider” shall ensure accurate accounting of token/ticket order transactions 2.4.13 The “Service Provider” shall maintain accurate records of all driver fare reconciliation. The format must be approved by the Contract Manager and shall be available to the Contract Manager within two (2) hours of request. 2.4.14 The “Service Provider” shall maintain confidentiality of all trip records and client information. Any use of client information for purposes other than contractual obligation shall be grounds for breach of contract. In addition, client and/or trip information shall not be given to any entity other than the client except in situations where a client has a designated provider who has authorization to manage their trips. 2.5 Daily Dispatching 2.5.1 Dispatchers shall ensure that drivers are collecting proper fares and proper accounting as trips occur using “DAR”’s scheduling software. 2.5.2 Dispatchers shall ensure that drivers are arriving and performing properly at all designated locations 2.5.3 Dispatchers shall reschedule clients who have been medically delayed or who have had a no-show trip that did not originate at their home. 2.5.4 Dispatchers shall monitor driver performance to ensure there are no dropped or missed trips. 2.5.5 Dispatchers shall only authorize no shows and cancels at the door if the driver has waited five (5) minutes at the location of the pick up as shown by AVL tracking and in accordance with the time stamp in the “Actual Arrive” field within the scheduling software. Dispatchers shall make at least one attempt to contact the client by phone provided the information is available. Tracker action must be assigned with details of the interaction. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 17 of 51 2.5.6 Dispatchers shall assign trips where the client called in less than one (1) hour of the trip reservation as a late cancelation. Tracker action must be assigned with details of the interaction. 2.5.7 Dispatchers shall actively review driver schedules throughout the service day 2.5.7.1 Dispatchers shall reschedule trips to alternate driver manifests where appropriate to ensure excellent on-time performance. 2.5.8 “Service Operations Manager” shall actively review trends of missed trips, late and/or early arrivals to ensure the following: 2.5.8.1 There are no trends of inadequate staffing and/or poor scheduling during any recurring day of week and/or time period 2.5.8.2 There are no trends of poor on-time performance by driver 2.5.8.3 There are no trends of poor scheduling performance by scheduler 2.5.8.4 There are no trends of poor dispatching performance by dispatcher 2.5.8.5 There are no trends of inaccurate information relayed by customer service agents/call takers 2.5.9 “Service Operations Manager” shall actively monitor data to ensure that staff does not change data without valid reason under any circumstances. All data edited must also be accompanied by tracker actions marking the reason for the change as well as a summarized monthly report accounting for changes made. 3 ON ROAD OPERATIONS Performance Standards 3.1 Use of Mobile Data Computers (MDC) 3.1.1 “DAR” shall provide the “Service Provider” with a copy of the MDC policies manual. Drivers shall adhere to all policies and procedures relating to the use of the MDC. Drivers shall push the “arrive” button when arriving to a location. They shall push the “perform” button when departing from a location. Drivers shall push “NS” button to request authorization thru “Service Provider” Dispatch in order to request a “No-Show”. 3.1.2 All contract trips performed by the “Service Provider” shall occur on vehicles designated with MDC units to the extent possible. In the event that the “Service Provider” is unable to perform a trip on a designated vehicle, “Service Provider” shall request authorization from “Contract Manager” or designee prior to performing the trip. There shall be no recurring trend of inability to perform trips on MDC-equipped vehicles. In the event that an occasional trip is performed by paper manifest, the “Service Provider” shall use forms provided by “DAR” to record all pertinent information and submit the forms to the “Contract Manager” on the next business day. Complete documentation detailing why the trip was not performed on an MDC-equipped vehicle shall accompany any such trips. 3.2 Acceptable deviation from scheduled pick-up time: +/- 15 minutes 3.2.1 The driver is obligated to arrive at the pick-up location within 15 minutes of either side of the scheduled pick-up time. The “Service Provider” shall maintain this operating standard at or above a 92% level on a monthly basis with no trends of on-time violations due to time period, date interval, client, driver and/or scheduler. 3.2.2 Any pick-up time is considered outside the window if the driver arrives earlier than 15:00 minutes prior to the scheduled pick-up time or if the driver arrives at or later than 15:00 DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 18 of 51 minutes after the scheduled pick-up time. In the event that a client has a scheduled appointment time, the driver shall not drop-off the client later than their scheduled drop- off appointment time. The “Service Provider” shall be obligated to arrive at the first pick- up of the day and the first pick-up after a scheduled break before the scheduled center time. In the event that arriving at the beginning of the window would disrupt a group trip situation, the driver shall pick-up their client as per the estimated pick-up time on the MDC/Schedule Editor. 3.3 Required wait time for clients: 5 minutes 3.3.1 Upon arrival at the client’s pick-up location and after making an attempt to contact the client, the driver is obligated to wait five minutes at that location. Any special requests for additional wait time shall be relayed to the “Service Provider” Dispatch center via MDC as defined in section 8 of “Paratransit Operating Standards”. 3.3.2 Once the “No-Show” request button has been activated, the client has not appeared for boarding within the five minute wait period and Dispatch has authorized a “No-Show”, the vehicle shall depart to the next pick-up. Dispatch shall not authorize a “No-Show”, “Cancel at the Door” or “Medical Delay” until the driver has been there for the complete five minute wait period. “No-Shows” and “Cancel at the Doors” are not charged against the client if the wait period began outside the acceptable 15 minute deviation from the scheduled pick-up time. 3.4 Authorized Changes to Schedule 3.4.1 All changes to the client schedule shall be pre-authorized by the “Service Provider” Dispatcher and appropriately logged; additional trip legs shall not be added as per the section 2.2.7. 3.5 Maximum riding time in vehicles: 1 hour 3.5.1 The maximum time any client shall be required to spend on board a vehicle shall be one (1) hour. In addition, riding times must not exceed twice the length of a similar trip which could be taken on fixed route transportation. For example, if a passenger wishes to take a trip on paratransit that could be performed on fixed route service in 15 minutes, the total trip length on paratransit must not be greater than 30 minutes. The “Service Provider” shall not schedule manifests that do not meet this standard and the “Service Provider” shall adhere to this standard during its operations. If the “Service Provider” is unable to maintain this standard, the “Service Provider” shall immediately notify the “Contract Manager” or designee. 3.6 No “Hostage-Time” 3.6.1 The “Service Provider” may not have clients on board during slack time or driver break time (“Hostage Time”). The “Service Provider” may only keep clients on the bus and waiting while the driver is performing revenue service. See following 2 examples of “Hostage Time”: Example A: The driver has client “A” on board. They proceed to pick-up client “B” who has a scheduled pick-up time of 10:00 am. The window does not open until 9:45 am. The driver arrives at 9:35 am and waits for 10 minutes to contact client “B”. This 10 minute wait is considered “Hostage Time”; which is not permitted. Example B: The driver has a client on board at 1:00 pm. The driver decides that he/she has not had a break all day and tells the client that he/she needs to stop and pick-up lunch. The driver keeps the client on board while he/she conducts personal DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 19 of 51 business; such as making a purchase or consuming their lunch. All time where the client was waiting for the driver to complete his/her personal business is considered “Hostage Time”; which is not permitted. 3.7 Drivers shall not use cell phones, use cell phone text messages or Bluetooth devices while performing any contracted revenue service trips. 3.8 Drivers shall wear a uniform to be approved by the “Contract Manager”. Uniforms shall be maintained in good repair and have a neat appearance while in service. Drivers shall wear a badge with their photo on the badge that is in plain view at all times while in service. 4 PERSONNEL REQUIREMENTS: 4.1 Driver Pre-hire Qualifications 4.1.1 DMV Record Check 4.1.1.1 The “Service Provider” shall perform a Department of Motor Vehicles (DMV) records check for all prospective drivers prior to, but no more than 30 days before, date of hire. For existing staff, a current DMV record (within the past 365 days) shall be on file. If a driver was, or is, found to be at fault for any incident that would prohibit that driver from maintaining a Commercial Driver’s License, whether or not the driver holds one, the driver is no longer eligible to perform duties under this contract. Failure to immediately remove an ineligible driver from driving duties may be considered breach of contract. “Service Provider” shall conduct DMV record checks on all drivers annually and provide “DAR” with copies of the report. 4.1.2 Criminal History 4.1.2.1 The “Service Provider” shall perform a criminal history background check on all present and prospective employees and/or independent contractors who shall be assigned to driving duties under this contract prior to, but not more than 30 days before, date of hire. All drivers shall have a clean criminal history with no felony convictions, subject to compliance with EEOC guidelines and other applicable rules and regulations. Service Provider shall not hire an individual to perform hereunder without first conferring with the City to review factors such as, but not necessarily limited to: date of conviction(s), type of conviction(s), place/location of conviction(s). Other misdemeanor criminal convictions that would disqualify an employee include, but are not limited to: 4.1.2.1.1 Any offense that requires registration of a sex offender 4.1.2.1.2 Any driving under the influence of drugs or alcohol violation within the past 3 years 4.1.2.1.3 Any offense of violence by a person in a position of trust. 4.1.3 The “Service Provider” shall make all criminal background checks for all drivers who perform duties under this contract available to “DAR”. 4.1.4 Substance Abuse 4.1.4.1 The “Service Provider” is required to abide by City of Fort Collins DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 20 of 51 Substance Abuse Policies and Procedures in compliance with FTA regulations and 49 CFR Part 655 (Attachment B - can be viewed as a separate document). 4.2 The “Service Provider” shall provide education to safety-sensitive employees and/or independent contractors, perform all required tests maintain records and submit reports in compliance with the Substance Abuse policy and 40 CFR Part 655. The “Service Provider” shall also comply with all policy changes when notified of such by “DAR”. Education and testing records shall be maintained and made available for review by “DAR” or any other person or entity so authorized by law. Failure to maintain compliance with these substance abuse regulations may result in an immediate termination of this contract. 4.3 Within ten (10) days prior to the renewal of the Contract, the “Service Provider” shall furnish “DAR” with all information required by “DAR” to document that the employees and/or independent contractors meet all requirements of the contract. “DAR” reserves the right to disqualify any driver from performance of service under this contract. 5 TRAINING “Service Provider” shall maintain a comprehensive training program for all of its employees and/or independent contractors who provide service under this contract. The training program shall ensure that employees and/or independent contractors who provide service under this contract are trained in accordance with all municipal, county, state and federal regulations.Training Curricula: The comprehensive training program shall include, but not be limited to the following: 5.1.1 Passenger Service and Safety (PASS) certification 5.1.2 Defensive Driving 5.1.3 Substance Abuse (minimum of one hour training) 5.1.4 Reasonable Suspicion Training for Substance Abuse (minimum of two hour training, Supervisors only). 5.1.5 Sexual Harassment Prohibited 5.2 Trainers: Trainers of Passenger Service and Safety (PASS) and Defensive Training shall be certified instructors. These certifications shall be kept current during the contract period. The “Service Provider” shall maintain a record of each trainer’s name and certifications, as well as a copy of each certification. 5.3 Development of Training Plan: The “Service Provider” shall provide all employees and/or independent contractors assigned to duties under this contract the above-listed training. The “Service Provider” shall provide “DAR” with the name of the person responsible for managing the Training Program and describe the manner in which training records are maintained. All new hires of “Service Provider” shall receive all required training prior to being placed into revenue service or performing any duties under this contract. 5.4 Training Records: “Service Provider” shall maintain a training record which notes each driver’s training including the date, time, training location, trainer’s name, and training received. Training records shall be maintained and made available for review by “DAR” or any other person or entity so authorized by law. 6 OTHER REQUIREMENTS: DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 21 of 51 6.1 Each driver shall possess and maintain a valid Colorado driver’s license as required by law. 6.2 Service Provider shall supervise drivers and monitor their performance. Any driver found to be jeopardizing the safety of a Dial-A-Ride passenger shall be immediately removed from provision of service under this contract. Failure to do so is grounds for immediate cancellation of this contract. 6.3 Service Provider is required to maintain a list of qualified substitute drivers so that absenteeism does not affect service provision. 6.4 Service Provider is required to maintain a Driver Qualification File, as per Federal Motor 6.5 Carrier Safety Regulations, for each employee who possesses a Commercial Driver’s License and performs duties under this contract. 6.5 A roster of all drivers who shall be performing service through this contract shall be kept current and provided to “DAR”. This roster shall include the drivers’ first and last name as well as any qualifications such as certification for the use of lift-equipped vehicles. 6.6 Service Provider shall be required to comply with City of Fort Collins Personnel Policies and Procedures 8.4; Computer Security and Acceptable Use and 8.5; Personal Use of Equipment and Supplies (Attachment C - can be viewed as a separate document). 6.7 “Contract Manager” may suspend any “Service Provider” employee or independent contractor from the Dial-A-Ride program with twenty-four hour notice without cause. 6.8 Contract Manager may terminate any “Service Provider” employee or independent contractor from the Dial-A-Ride program with one week written notice without cause. 7 FLEET MANAGEMENT 7.1 The “Service Provider” is required to: 7.1.1 Provide all necessary vehicles to provide service for ambulatory and non-ambulatory passengers with the exception that “DAR” will lease two vehicles to the “Service Provider”, 7.1.1.1 “DAR” will lease to the “Service Provider” the following vehicles: Unit 20410 – 2007 Ford Senator E350 VIN 1FDWE3SSX6DB2838 78006 miles Ford Supreme Senator E350 22’ 14 Passenger Mini-Bus, Unit 20711 – 2007 Ford Senator EE350 VIN 1FDWE35S86DB33089 75974 miles Ford Supreme Senator E350 22’ 14 Passenger Mini-Bus 7.1.1.2 Lease Return Criteria A thorough inspection shall be made on each vehicle and existing damage will be noted and placed on file, signed by the Lessee as well as “DAR” staff. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 22 of 51 Below are examples of excess wear and tear: INTERIOR: Any burn holes Tears greater than 1” Any stains that cannot be removed Cigarette smoke odor (No smoking allowed inside the vehicles) EXTERIOR: Damage to frame structure that affects the integrity of the vehicle Scratches that go through the paint Two or more dings per panel Dents greater than 2” diameter A cracked, pitted or broken windshield Lights, turn signals and lamps with broken lenses TIRES Tire tread depth of less than 3/32” Tires that do not meet manufacturer’s guidelines for safe operation or that are incorrect in size or weight rating MECHANICAL Mechanical or electrical malfunctions-all components shall be in good mechanical condition, no fluid leaks will be allowed. Inoperable, missing or broken equipment or poor repair of any damage is also considered excess wear and use. 7.1.2 Maintain vehicle records to include pm service intervals, history, checklists, and repairs from daily vehicle inspection defects. Maintain all ADA equipment according to the manufacturer’s guidelines. PM services shall be performed within 10% of the scheduled interval. 7.1.3 Maintain all MDC related equipment in good working order and maintain proper connectivity, 7.1.4 Maintain proper insurance (see Insurance section of this RFP), 7.1.5 Provide necessary fuel, spare parts and supplies at the “Service Provider”s expense, and 7.1.6 Provide necessary maintenance for two-way radios. 7.1.7 Notify the “Contract Manager” when adding or removing vehicles from service under this contact. 7.1.8 Provide a maintenance facility with the proper tools and equipment needed to safely maintain the fleet. The facility, equipment, and vehicle records shall be available for inspection by “DAR” staff upon request. 7.2 The “Service Provider” shall provide all vehicles and, at its cost, shall ensure that all vehicles meet the following standards: 7.2.1 Provide sufficient, safe and suitable vehicles capable of meeting all service requirements. “Service Provider” supplied vehicles need not be new; however, vehicles shall meet all other criteria to be suitable to accomplish the objectives indicated. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 23 of 51 7.2.2 The “Service Provider” shall have an adequate spare vehicle ratio and an established procedure to provide backup vehicles immediately as needed. 7.2.3 Each vehicle shall have functioning and adequate air-conditioning and heating for passenger comfort. Such systems shall be maintained in good working order. 7.2.4 Each vehicle shall have a functioning two-way radio. 7.2.5 Each vehicle shall have a functioning MDC with both Data and Automatic Vehicle Locator (AVL) antennae intact. 7.2.6 All vehicles shall be kept in a safe and clean condition, both interior and exterior. At a minimum, vehicle exteriors are to be thoroughly washed no less than once per week or sooner if condition warrants cleaning. “DAR” reserves the right to inspect vehicles before or during operation on any day. Any vehicle failing to meet standards shall be immediately brought up to standards or a suitable replacement put into immediate service. 7.2.7 Vehicles shall have a minimum capacity of 3 passengers. Vehicles shall also have sufficient cargo space for walkers, canes, 4 bags of groceries, etc. 7.2.7.1 In addition, there shall be sufficient wheelchair accessible vehicles provided in order to transport non-ambulatory passengers. Non- ambulatory passengers may account for up to 1/3 of all ridership during all service hours. 7.2.8 Wheelchair accessible vehicles shall have no less than four (4) wheelchair securements and must meet approval by “DAR” prior to use. Securements per wheel chair space shall also contain approved lap and shoulder belts. 7.2.9 Wheelchair securements shall be kept clean and in good repair and are subject to inspection by City maintenance staff. 7.2.10 The “Service Provider” shall perform a daily inspection of all vehicles, preventive and routine maintenance and timely repairs so as to minimize vehicle down time. This shall include, but not be limited to brakes, windshield wipers/washers, operational windows, tires, electrical systems, and exhaust. Pre-and post-trip inspections shall be performed consistent with U.S. Department of Transportation regulations. 7.2.11 Each vehicle shall be equipped at a minimum with an approved fire extinguisher, emergency reflective triangles and an approved biohazard kit. 7.2.12 All vehicles shall have company identified and include DOT and PUC markings when appropriate. 7.2.13 Each vehicle shall be appropriately registered, licensed, and insured in the State of Colorado and shall comply with all re-inspection requirements. Each vehicle shall comply with all requirements of the State of Colorado and the Front Range emission standards. All vehicles shall be inspected periodically by “DAR”. 7.2.14 Vehicles assigned to revenue service under this contract may not be used to perform other work at the same time (i.e. “Service Provider” may not place clients of “DAR” with other passengers outside the scope of this contract). 7.2.15 The “Service Provider” shall provide a current roster of all vehicles being utilized for revenue service in the Dial-A-Ride program. This roster shall contain a listing of ambulatory and non-ambulatory seating capacity. The “Service Provider” shall notify “DAR” of any changes to this roster. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 24 of 51 8 GENERAL ADMINISTRATION The “Service Provider” is required to: 8.1 Operate the designated system according to “DAR” operating policies and procedures, 8.2 Provide service in a manner which shall maximize safety and customer service, 8.3 Meet with “DAR” on a regularly scheduled basis to assess service performance and discuss any operational issues. “DAR” may schedule additional meetings as operational needs arise, 8.4 Investigate all complaints and provide “DAR” with a monthly report, “Service Provider” shall ensure that there is no more than one (1) complaint per 1,000 revenue hours performed 8.5 Should an emergency occur within City of Fort Collins, City of Loveland, regionally, or countywide requiring transportation of City of Fort Collins or City of Loveland residents, it is expected that the “Service Provider” shall cooperate with the evacuation under the command of “DAR”’ Office of Emergency Management and direction of Transfort / Dial-A-Ride at an hourly rate. 8.6 Cooperate with any marketing activities established by “DAR” and distribute rider service information as required. 8.7 Provide timely and priority communication to the “Contract Manager” regarding vehicle and driver availability, schedule adherence and any other operational issues, 8.8 Have a suitable motor pool and maintenance facility for the provision of road services. 8.9 Comply with the rules of Liquidated Damages as outlined in the “Assessed Liquidated Damages List and Fee Schedule”. 9 COLLISION, PASSENGER INJURY AND INCIDENT REPORTING 9.1 Collision: A collision is defined to include any contact between a “Service Provider’s” vehicle and another moving or stationary object or pedestrian while a “DAR” client is entering, leaving or in said vehicle. 9.2 Passenger Injury: A passenger injury is defined to include any time a “DAR” passenger is hurt or suspected of being hurt while such client is in, entering or leaving Service Provider’s vehicle, or while the client is in the care of the “Service Provider”, its designee or employees and/or independent contractors. 9.3 General/Bystander Injury: A general/bystander injury is defined to include any time a person who is not a “Service Provider” employee or a “DAR” passenger is hurt or suspected of being hurt while such person by a vehicle operated by the “Service Provider” during revenue service. 9.4 Incident: An incident is defined to include arguments and/or unacceptable or offensive conversations or behavior, regardless of who initiates said behavior or conversations, or other action that does not result in any “real” or suspected injury to a client or property. 9.5 All collisions and incidents shall be reported to “DAR” within 1 hour, by contacting Transfort Dispatch at (970) 224-6095. Any serious incidents resulting in injury and/or persons are transported to a hospital shall be reported verbally to “DAR” immediately. As noted in “General Administration, Section 5”, a complete and written report shall be submitted within 3 business days, utilizing the Investigating Supervisor’s Collision / DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 25 of 51 Injury Report” form (Attachment D). Reports may be submitted in either electronic or hard copy form, to “DAR” Safety, Security and Training Manager. 9.6 The “Service Provider” shall provide “DAR” with a detailed explanation of its procedures for the following: 9.6.1 Vehicle collision/passenger injury response 9.6.2 Collision/Injury Investigation 9.6.3 Determination of Preventability 10 GENERAL RECORD KEEPING REQUIREMENTS The “Service Provider” is required to: 10.1 Schedule rides and provide a copy of required documentation of additional trips as per “Paratransit Operating Standards, Section 11” 10.2 Collect, reconcile, and report all fares to “DAR” (See “Revenues” section) 10.3 Recordkeeping, as well as responses to “DAR” communications, shall be facilitated in a responsible manner. All responses to requests for information made by “DAR” shall be submitted within 3 business days unless otherwise specified. 10.4 The “DAR” system requires that the “Service Provider” collect and maintain data for a variety of purposes. A major portion of the data is transferred into reports required by the City of Fort Collins. In all cases, data shall be maintained in an up-to-date manner and available for review upon request by “DAR”. If reports are late or data incomplete, the payment due to the “Service Provider” shall be withheld until such time as there is proper compliance. 11 REVENUES: 11.1 The fare system shall be determined by “DAR” and administered by the “Service Provider” per “DAR” guidelines. 11.2 There shall be no solicitation or acceptance of tips. 11.3 Fares shall be documented on forms approved by “DAR” and the “Service Provider” shall be accountable for all fares collected. Fare discrepancies shall be logged by drivers thru the use of the MDC. As stated in “General Recordkeeping Requirements”, fare-collection reports shall be submitted to “DAR” on the next business day and shall include a detailed explanation for any fare discrepancies. 11.4 All trips shall require a fare except for trips which qualify for funding. See “Trip Funding Document”. 11.5 Fares shall be collected by the “Service Provider”, summarized and reported to “DAR” on a monthly basis. 11.6 “DAR” will bill the “Service Provider” each month for all fares that were due to be collected the previous month. 11.7 The “Service Provider” shall provide the Contract Manager with a written copy of its administrative procedures to account for fares collected by its drivers. 11.8 The “Service Provider” shall be responsible for the sale of tokens/tickets and collecting revenue for such sales. 11.9 No-shows, cancels at the door and late cancellations shall not qualify for payment. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 26 of 51 11.10 “DAR” Auditor(s) may at any time during the contract period change these requirements as he/she deems necessary to ensure adequate controls are in place to protect the interests of “DAR”. 12 DAILY RECORDS 12.1 The “Service Provider” shall reconcile fares on a daily basis and make these records available to “DAR” staff upon request. 13 MONTHLY INVOICE & SUMMARY The “Service Provider” shall record monthly the following information on “DAR” approved reporting forms: 13.1 Supervisor’s Log to include information divided by service area: 13.1.1 Complaint feedback ID or incident ID number assigned by “DAR” 13.1.2 Report shall log each complaint, collision, incident or injury and provide a brief description of each 13.1.3 Report shall include “Service Provider”s employee name 13.1.4 A summary of the investigation determination including the findings 13.1.5 Summary of the resolution of each complaint 13.2 By the 5th calendar day of each month, “DAR” shall provide the “Service Provider” with a report of authorized charges. This report will breakout all authorized charges for both “DAR” service and will include but is not limited to the following: 13.2.1 Total number of individual trips, by type: ambulatory and non-ambulatory. 13.2.2 Summary of monthly fares to be billed to “Service Provider” 13.2.2.1 Monthly invoice must subtract total fares due from the total trip charges 13.3 “DAR” reserves the right to request that the “Service Provider” submit additional information when necessary. For all information requests that do not have assigned deadlines per the contract, the “Service Provider” shall respond to requests for additional information within seven (7) calendar days. 13.4 The “Service Provider” shall not unilaterally implement company policy that directly impacts the system’s operation or is in conflict with its contract with “DAR” without prior discussion and approval by the “Contract Manager” or his/her designee. 14 ASSESSED LIQUIDATED DAMAGES LIST AND FEE SCHEDULE In an effort to comply with the Americans with Disabilities Act of 1990 (ADA) and to provide a high level of service, “DAR” have developed the following schedule for the assessment of liquidated damages (LD). The following rules shall apply to the assessment of liquidated damages: 14.1 Assessing Liquidated Damages 14.1.1 Each potential LD shall be reviewed on a case by case basis prior to an LD being assessed. As “DAR” staff recommends LD’s, the Contract Manager shall review the alleged violations with the processes outlined within the contract and make a final decision on whether or not an LD shall be assessed. 14.2 Routine Audits and Checks DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 27 of 51 14.2.1 Road Services Project Manager shall conduct random checks of road operations using “DAR” staff to monitor trip performance. At the time of the check, “DAR” staff member shall identify him or herself to the driver, require the driver to sign a completed “Road Check” form and inform the driver of any LD’s that are being recommended. The driver must comply with this process. “Service Provider” shall respond within five days of receipt of a notice of assessment of liquidated damages. “Service Provider” shall have an opportunity to demonstrate to the “Contract Manager” that it made all reasonable efforts to comply with its contractual obligations and that its failure to comply was due to circumstances beyond the control of “Service Provider” or any other person for whom “Service Provider” is legally or contractually responsible. On the basis of such a demonstration, the “Contract Manager” reserves the right to reduce or waive the liquidated damages at issue. 14.3 Call Center 14.3.1 “Contract Manager” or designee shall perform periodic and random checks of data accuracy, call taking processes and ADA compliance at his/her discretion. Monitoring periods may be by in-person monitoring as well as by requests to review “Service Provider” call recordings. In addition, “Contract Manager” shall ask to pull records for various accounting and performance processes as dictated by the contract. 14.4 Safety and Training 14.4.1 Records of the driver and personnel qualifications, compliance, safety and training specifically outlined in this contract shall be audited randomly and upon request by “DAR” Safety, Security and Training Manager and/or “Contract Manager”. At least one hour notice shall be given to “Service Operations Manager”. It should be understood by both parties that State and Federal law prohibits the sharing of some personnel information, and that information shall not be provided. 14.5 Fleet Services 14.5.1 City of Fort Collins Fleet Management shall require up to three (3) vehicle reviews by “DAR” staff per month. Vehicle must be presented to City fleet services crew within 24 hours of request. In addition, City Fleet Management shall coordinate site visits of equipment and records once per year. 14.6 Complaints and Incidents 14.6.1 In addition to random checks and audits, complaints and incidents may initiate follow up checks and audits for compliance of contractual obligations. 14.7 Itemized Fee Schedule 14.7.1 If multiple liquidated damages can be applied to one infraction, only the highest value liquidated damage fee shall be applied. CALL CENTER Making reservation for wrong client or ineligible passenger $25 Failing to take any reservation between 8 am and 5 pm 7 days per week $50 Making reservation for incorrect day $50 DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 28 of 51 Changing eligibility conditions on booking without authorization from eligibility department $50 Canceling wrong trip $50 Making reservation for location outside service area except for trips from/to exempt clients’ home(s) $75 Offering negotiations greater than 1h from requested time $100 Failure to honor approved vehicle type exclusion $25 Allowing or scheduling for hostage time (As defined by On Road Operations Performance Standards) $100 Offering same-day negotiations except if service day preceded by non-working day $50 Making ineligible same-day reservations $75 Failing to provide space for eligible PCA, guest or service animal $50 Improperly assigning a no-show $100 Hold times greater than two minutes thirty seconds $25 Failure to provide proficient Spanish speaking staff $50 Failure to follow Trip Request Script $25 Prioritizing trips by purpose or other demographic measurements $125 Making unauthorized changes to schedule $100 Unauthorized editing of trip information as provided by contract $100 Service denial $100 ROAD OPERATIONS Driving in an unsafe/illegal manner $150 Exceeding maximum ride times $50 Missed Trip (Arrival 16 minutes or more beyond the 15 minute window) $75 Failure to wait required five (5) minutes $50 Arriving prior to the beginning of the window without client request $25 Failing to provide door to door service $50 Refusal to transport after arriving $50 Failure to properly secure mobility device $100 Failing to provide wheelchair assistance $25 Charging a customer more than the fare $100 Leaving vehicle unattended w/passenger on board except to assist with another client $25 DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 29 of 51 Odor of tobacco smoke on vehicle $25 Transporting wrong customer $25 Picked up/dropped off at wrong address $50 On-Time Performance – If Less Than: 95% monthly basis $25 93% monthly basis $50 90% monthly basis $75 Trends shall be deemed material if there is a consistent weekly pattern of three or more weeks in a row of on-time violations by: Same Hour of Day $50 Same Day of Week $50 Same Client $50 Same Driver $50 Same Scheduler/Dispatcher $50 Failure to notify of change in space type $25 Failure to notify of change in number of passengers $25 Client hostage (defined by On Road Operations Perf. Standards) $50 Failure to comply with dress code $10 Failure to use or incorrect use of MDC $15 Use cell phone and/or blue tooth device while driving $50 FLEET SERVICES Preventive Maintenance Inspection (PMI) – per occurrence (Failure to perform on each vehicle within 2500 - 3500 miles prior to PMI) $50 Transfort Inspections – Downed vehicle/unsafe to drive $50 Transfort Inspections - Inspection follow up, failure to repair $100 Vehicle Repairs (failure to repair) $50 Vehicle Cleanliness (failure to comply) $25 Failure to turn in vehicle for inspection by requested time within 12 hours of original requested time $25 Incomplete or inaccurate vehicle maintenance records $50 Vehicle maintenance records not corrected following audit $100 SUPERVISION, PERSONNEL, TRAINING AND GENERAL Failure to submit reports by required time $25 Failure to provide road supervision $100 DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 30 of 51 Failure to conduct investigations to standards $100 Failure to provide follow-up, corrective or new hire training $100 Incomplete or inaccurate qualification, compliance, and drug testing files for independent contractors and/or employees $50 Files for employees and/or independent contractors not corrected following audit $100 Failure to comply with drug and alcohol testing requirements $100 14.7.2 During COLT start-up and implementation, Liquidated Damage Fees will be waived for COLT services for the initial ninety (90) day period. LD’s will be reviewed and responded to by the Service Provider in the same format as the DAR LD’s. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 31 of 51 EXHIBIT B OPTIONAL SERVICES 1. Voucher Program The City reserves the right to add a voucher program similar to Denver’s Regional Transportation Department (RTD) “Access-a-Cab”. In the event the City elects to implement a voucher program, the details regarding the voucher program including incremental responsibilities and associated cost if any will be mutually agreed upon by the parties. 2. COLT Transition Transition and Startup for COLT and Optional Services In the event the COLT service option is implemented, the Service Provider will initiate the service within 30 days’ notice. The Service Provider’s local team will be supported by other corporate and regional resources as necessary to complete the transition on- time and without incident. Transition Plan Service Provider will mobilize resources quickly to respond to increases in service and City proposed service options. The Service Provider is committed to work with the City and COLT to determine the most optimal mix of vehicles. Prior to beginning the COLT service or other optional services, the parties will participate in a kick-off meeting to establishing effective communications between the City, COLT and the Service Provider team. At COLT’s option, Service Provider shall participate in meetings with the public as reasonably requested. In addition, the parties shall schedule regular meetings to communicate progress and resolve any issues and concerns throughout transition/start- up, and term of the Agreement. Operational Planning Below is a draft transition plan. This plan will be finalized by the parties upon COLT’s decision to participate. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 32 of 51 Week 1 - 0-5 days Week 2 - 6-12 days Week 3 - 13-19 days Week 4 - 20-26 days Comment Notice to Proceed Kick-Off Meeting Contract Evaluation Notify & Prepare Transition Team Driver Selection Post for Positions As needed Accept Applications As needed Interview Applicants As needed Criminal Background Checks Driving Record Checks Drug and Alcohol Tests Drivers Added to Random Drug and Alcohol Program Orientation & Training Establish CITY/COLT Driver Specific Contract Requirements Organize Workshop Materials Create Organize and Maintain Orientation Records Driver Orientation – New and Selected (if applicable) As Needed Mechanic Training – New (if applicable) As Needed Supervisor/Dispatcher Training – New (if applicable) As Needed Policies and Procedures Tailor policies to operations as applicable Submit to City for review Identify and Meet with Key Stakeholders, Committees, Agencies and Employers DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 33 of 51 Call Center Coordination Complaint/Commendation Procedures No-Show and Wait Time Policies Verify Service Parameters Communications Procedures Reporting Procedures Vehicles and Equipment Verify Vehicle Roster – CITY/COLT Approval Verify that all Vehicle Documents are Properly Entered into the System Set System Alert Parameters for Documents and Requirements with Expiration Dates Determine best method to provide MDTs for COLT Vehicles including Tablet Computer or other innovations in the marketplace. Administration Provide CITY/COLT with Key Contact Information Coordinate Emergency Response Procedures Verify Client Invoicing Requirements Coordinate Invoicing Procedure Build Reports and Establish Reporting Frequency Protocols Obtain Insurance Certs Agency Review and Systems Approval Service Begins 30 days after NTP Follow-Up Calibration Meetings Weekly & As Needed DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 34 of 51 EXHIBIT C CONTRACT PRICE The Contract Pricing is firm in accordance with the below fee schedules. The annual price changes shall be effective on the anniversary date of the Agreement. Transportation Services: Includes all vehicles, drivers, training, maintenance and insurance. Per Trip Fee Type of Service 2014 2015 2016 2017 2018 Ambulatory $ 27.50 $ 28.35 $ 29.20 $ 30.10 $ 31.00 Non-Ambulatory $ 36.00 $ 37.00 $ 38.15 $ 39.30 $ 40.50 Notes: 1. The above per trip rates include cross-jurisdictional Services. In the event the volume of cross-jurisdictional trips exceed fifteen (15) per day, the parties agree to reevaluate compensation for cross-jurisdictional Services. 2. The Service Provider waives any right to a fee for no-shows and trip cancellations. Nevertheless, the parties agree to monitor the volume of no-shows and trip cancellations and to reevaluate the applicability of a fee in the event the volume of such becomes problematic. Call Center Services: Includes all personnel, equipment, and facilities as required. Per Month Fee Call Center Fees 2014 2015 2016 2017 2018 DAR $ 6,000 $ 6,180 $ 6,365 $ 6,556 $ 6,753 COLT $ 4,000 $ 4,120 $ 4,244 $ 4,371 $ 4,502 Note: The Call Center Fee for COLT shall not apply except in the event COLT exercises it’s right to participate in this program. Road Supervisor Services: Service Provider shall provide one (1) dedicated supervisor to manage the Services for DAR and COLT per the below work schedule. In the event the supervisor is not available, the General Manager or Safety Investigators will be available to ensure customer service and safety. Note: The parties agree to reevaluate the supervisors work schedule as necessary to optimize the level of service provided. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 35 of 51 Supervisor 2014 2015 2016 2017 2018 Supervisor 1/Annual Fee $45,000 $46,350 $47,741 $49,173 $50,648 Supervisor 1/Monthly Fee $3,750 $3,863 $3,978 $4,098 $4,221 Shuttle Service: Includes the fee, per hour, for a 17 passenger shuttle, drivers, training, maintenance and insurance. Shuttle Fees 2014 2015 2016 2017 2018 Cost/Hour $ 135 $ 139 $ 143 $ 147 $ 151 Notes: 1. The City shall provide 48 hours advanced notice for Shuttle Service. In the event advance notice is not provided by the City, Service Provider will provide Shuttle Service on a best effort basis. 2. The Service Provider will offer to the City larger vehicles for Shuttle Service on a case- by-case basis at a price to be mutually agreed. Fuel Escalator The above rates will be subject to a fuel adjustment, which shall be based upon any substantial increases in the cost of regular gasoline during the term of this agreement. In the event the cost of regular gasoline shall increase by more than $.25 per gallon over the current rate of $3.613 per gallon which is based on the AAA Daily Fuel Gauge Report for the Colorado Region, the City of Fort Collins agrees to reimburse Veolia an additional $.17 per trip for every $.25 increase in the cost of regular gasoline. The fuel adjustment shall be based on the AAA Daily Fuel Gauge Report for the Colorado Region as of the first of every month for the term of this contact and the adjustment will apply to all trips operated in that month. Service Fluctuations In the event the volume of trips decreases by 20% annually from the 2013 volume of 32,833, Service Provider reserves the right to propose revised pricing for the Service. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 36 of 51 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 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: 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: AD523264-0B8F-4552-A8A7-EA01FC4721F6 No new insurance needed Services Agreement 7612 Paratransit Services Page 37 of 51 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: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 38 of 51 EXHIBIT F FEDERAL TERMS & CONDITIONS FEDERAL TRANSIT ADMINISTRATION TABLE OF CONTENTS Federally Required and Other Model Contract Clauses 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES .................................................. 39 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS ................................................................................................................................. 39 3. ACCESS TO RECORDS AND REPORTS ........................................................................ 39 4. FEDERAL CHANGES ....................................................................................................... 41 5. TERMINATION .................................................................................................................. 41 6. CIVIL RIGHTS REQUIREMENTS...................................................................................... 44 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) ...................................................... 45 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS ............. 46 9. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) ........ 46 10. BUY AMERICA ................................................................................................................. 47 11. BREACHES AND DISPUTE RESOLUTION ..................................................................... 48 12. LOBBYING ........................................................................................................................ 49 13. CLEAN AIR ....................................................................................................................... 50 14. CLEAN WATER REQUIREMENTS ................................................................................... 50 15. ENERGY CONSERVATION REQUIREMENTS................................................................. 51 16. Conformance with ITS National Architecture ................................................................ 51 17. ADA Access ..................................................................................................................... 51 18. CITY OF FORT COLLINS BID PROTEST PROCEDURES ............................................... 51 DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 39 of 51 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 books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 40 of 51 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 ($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 5307/5309/531 1 None None unless non- competitive award None None unless non- Services Agreement 7612 Paratransit Services Page 41 of 51 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 DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 42 of 51 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 (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). H. 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, DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 43 of 51 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. I. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. 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. J. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 44 of 51 work, or treat the termination as a termination for convenience. 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 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. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 45 of 51 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 9.9 %. A separate contract goal has not been established for this procurement. 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]: 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. c. 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.] DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 46 of 51 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 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. DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 47 of 51 Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by {insert agency name}. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to {insert agency name}, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10. BUY AMERICA The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. Certification requirement for procurement of steel, iron, or manufactured products Certificate of Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 C.F.R. Part 661.5. Date ___________________________________________________________________ Signature ________________________________________________________________ Company Name __________________________________________________________ Title ___________________________________________________________________ Certificate of Non-Compliance with 49 U.S.C. 5323(j)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(1) and 49 C.F.R. 661.5, but it may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 C.F.R. 661.7. Date ___________________________________________________________________ DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 48 of 51 Signature _______________________________________________________________ Company Name __________________________________________________________ Title ___________________________________________________________________ Certification requirement for procurement of buses, other rolling stock and associated equipment Certificate of Compliance with 49 U.S.C. 5323(j)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and the regulations at 49 C.F.R. Part 661.11. Date ___________________________________________________________________ Signature _______________________________________________________________ Company Name __________________________________________________________ Title ___________________________________________________________________ Certificate of Non-Compliance with 49 U.S.C. 5323(j)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11, but may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 CFR 661.7. Date ___________________________________________________________________ Signature _______________________________________________________________ Company Name __________________________________________________________ Title ___________________________________________________________________ 11. BREACHES AND DISPUTE RESOLUTION Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of City's [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by City, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the City is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 49 of 51 action or failure to act by the City, (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 12. LOBBYING Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Services Agreement 7612 Paratransit Services Page 50 of 51 Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, ___________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. __________________________ Signature of Contractor's Authorized Official __________________________ Name and Title of Contractor's Authorized Official ___________________________ Date 13. CLEAN AIR Clean Air – (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 14. CLEAN WATER REQUIREMENTS Clean Water – (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as DocuSign Envelope ID: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Brad Whittle 5/21/2014 Vice President Shamrock Services Agreement 7612 Paratransit Services Page 51 of 51 required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 15. 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. 16. 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. 17. 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. 18. 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: AD523264-0B8F-4552-A8A7-EA01FC4721F6 Holder Identifier : 7777777707070700077761616045571110767717016204447207442027772507300072640577046230130777415153167440307533514633675103075376370231733210727111067402265607364015570076130076727242035772000777777707000707007 7777777707070700073525677115456000732011506127112007022337352073010070233262520731000712233724307310007023337253162111070322273420731110712222735307201107032226352173110077756163351765540777777707000707007 Certificate No : 570053813359 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/21/2014 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 Central, Inc. Chicago IL Office 200 East Randolph Chicago IL 60601 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED INSURER A: Old Republic Insurance Company 24147 INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.): (800) 363-0105 CONTACT NAME: Shamrock Taxi of Fort Collins, Inc. 4414 East Harmony #200 Fort Collins CO 80528 USA COVERAGES CERTIFICATE NUMBER: 570053813359 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 GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $10,000 $1,000,000 $1,000,000 $1,000,000 A Y2014 MWZY60136 07/01/2013 07/01/ 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 07/01/2013 07/01/2014 A MWTB 21267 07/01/2013 07/01/2014 Y Y COMBINED SINGLE LIMIT (Ea accident) MWZX 26684 EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER A 07/01/2013 07/01/2014 PER STATUTE $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 MWC11826800 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The city, its officers, agents, and employees included as Additional Insured with respect to General Liability and Automobile Liability policies where required by contract. CERTIFICATE HOLDER CANCELLATION City of Fort Collins AUTHORIZED REPRESENTATIVE Attn: Craig Dublin 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: AD523264-0B8F-4552-A8A7-EA01FC4721F6 competitive 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: AD523264-0B8F-4552-A8A7-EA01FC4721F6