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HomeMy WebLinkAboutLAMAR TRANSIT LLC - CONTRACT - RFP - 8357 ADVERTISING ON BUSES INTERIOR & EXTERIORServices Agreement 8357 Advertising on Buses Exterior & Interior Page 1 of 36 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 Lamar Transit, LLC, hereinafter referred to as "Contractor". 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 Contractor agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of ten (10) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence November 19, 2016, and shall continue in full force and effect until November 18, 2021, unless sooner terminated as herein provided. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Contractor must provide written notice to the City of such condition within ten (10) business days from the onset of such condition. 4. Notices. All notices provided under this Agreement shall be effective on the next business day after being mailed, postage prepaid and sent to the following addresses: Contractor: City: Copy to: Lamar Transit, LLC Attn: Trevin Bensko-Wecks 2649 East Mulberry Suite 20A Fort Collins, CO 80524 Copy to: Lamar Transit, LLC Attn: Brent Window 12301 N Grant St. #240 Thornton, CO 80241 City of Fort Collins Attn: Kaley Zeisel PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 5. Contract Sum. The Contractor shall pay the City in accordance with Exhibit A, Scope of Services. The Contractor agrees to pre-pay the minimum annual guarantee (as stated in the Exhibit A, Scope of Services) not later than January 31st of each year. Beginning in DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 2 of 36 year 2 of the Agreement, the Contractor will provide an annual report not later than December 1st that states the total revenues for the Agreement year (example – year #2- 11.19.16 – 11.18.17). Any revenue collected in excess of the minimum annual guaranteed revenue share will be calculated by Contractor and will be reported to the City not later than January 10th of each year. The Contractor will be invoiced by the City and the Contractor shall make payment as applicable net 30 days from the date of the invoice. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Contractor are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Contractor's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Contractor may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Contractor. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Contractor and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Contractor shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Contractor warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 3 of 36 work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be like 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. Contractor warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Contractor 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 Contractor in a manner and at a time acceptable to City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default by the non-defaulting party by serving a notice of default (“Notice of Default”). The Notice of Default shall set forth the manner in which the defaulting party is in default. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) business days from the date of the Notice of Default 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 by serving a Notice of Termination; or (b) avail itself of any other remedy at law or equity. In addition, in the event of a termination for default and pre-payment of the minimum annual guaranteed payment by the Contractor, the City shall retain the equivalent of 60 days of the minimum annual guaranteed payment and refund any remaining prorated portion of the pre-paid minimum annual guarantee pre-payment. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Termination. The City reserves the right to terminate the Agreement with 90 days written notice in the event the City Council or any other federal, state, or local mandate requires removal of bus advertisements. In such event, the Contractor will be entitled to a prorated portion of the minimum annual guarantee based on the effective date of the termination. In the event the Agreement is terminated under this provision, the City may not contract with another third-party for advertising for bus exterior and interior for a period of 90 days after the effective date of the termination. DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 4 of 36 15. Business Transition. Not less than 30 days from the date of expiration or termination of the term of the Agreement or in the event of termination for default, upon the City’s request, the Contractor shall provide a customer list including contact information and itemization of current advertising to the firm selected by the City for the new contract or as otherwise directed by the City. In addition, the Contractor shall provide support as reasonably necessary to facilitate a smooth transition of existing customer accounts to the new firm and to ensure no service disruptions. 16. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 17. Indemnity/Insurance. a. The Contractor agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Contractor shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Contractor's obligations hereunder, the Contractor shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Contractor before commencing services hereunder, shall deliver to the City's Director of Purchasing, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 18. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 19. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 20. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 5 of 36 a. As of the date of this Agreement: 1. Contractor does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Contractor will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5- 102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Contractor 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. Contractor 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 Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: 1. Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the City arising out of Contractor’s violation of Subsection 8-17.5-102, C.R.S. DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 6 of 36 g. The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach. 21. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in 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 such supporting appropriation has been made. 22. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" – Federal Transit Authority (FTA) federally required terms and conditions, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 7 of 36 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: LAMAR TRANSIT, LLC By: Brent Window, Vice President & General Manager Date: DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 11/18/2016 Assistant City Attorney 11/23/2016 City Clerk Services Agreement 8357 Advertising on Buses Exterior & Interior Page 8 of 36 EXHIBIT A SCOPE OF SERVICES Introduction The City of Fort Collins Transfort will engage Contractor to sell appropriate advertising space on the exterior and interior of designated Transfort buses, as well as, maintain an effective advertising sales operation sufficient to support the capital and operating expenses of the program. The Contractor will provide the following at its sole cost and expense and without any cost or expense to the City, materials and services to at least the extent indicated, with such limitations as provided herein. Contractor will be solely and completely responsible for the maintenance, repairs, and upkeep of all exterior and interior advertising panels. I. GENERAL REQUIREMENTS for ADVERTISING A. At all times during the performance of this Agreement, Contractor shall strictly observe and conform to all applicable federal, state and local laws, rules, regulations and orders that have been or may hereafter be established. B. Contractor shall be solely and completely responsible for the fabrication of bus advertising panels, both exterior and interior. Except for Transfort interior notices and Transfort related interior advertisements. C. Transfort shall reserve the right to place required vehicle regulations, notices and postings on the interior overhead panels on each bus, as stated in section II D. D. Advertising Vehicles: 1. 41 Transfort buses with exterior and interior advertising 2. 8 MAX Bus Rapid Transit (BRT) vehicles limited to interior advertising only E. Advertising Panels Sizes and Quantities Panel Size Quantity 21" X 44" 12 21” X 72" 40 30" X 144" 30 30” X 108" 9 30" X 96" 1 30" X 88" 6 30" X 72" 24 30" X 36" 10 F. The Transfort vehicle fleet inventory is subject to change and from time to time vehicles may be temporarily unavailable due to maintenance. In the event of a material change in the size and/or composition of the fleet (+/- 10%) or due to a DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 9 of 36 vehicle out of service for a period greater than 45 business days the parties will discuss an equitable adjustment in the minimum anticipated payment amount. G. Contractor shall bear all costs relating to the arrangement for and preparation of bus advertising for Transfort buses. The Contractor shall be responsible for the placement of all advertising on Transfort buses except for Transfort interior notices and Transfort related interior advertisements and for prompt and timely removal of outdated advertising from buses with the exception of Transfort related advertising which shall not be removed without prior written approval. H. Transfort shall be responsible for purchasing and installing and maintaining the advertising frames on the exterior of the vehicles. Provision and maintenance of the exterior advertising frames shall be Transfort’s sole financial obligation under this Agreement, except for production and placement of internal postings/advertisings and payment for production of external advertising in accordance with Section II, paragraph D hereto. I. Contractor is not subject to general restrictions regarding the use of color on advertising panels however, contractor must submit proofs of all proposed advertising to the City representative in advance, for written approval of content, design, size, and colors prior to being displayed on any interior/exterior of Transfort buses Transfort will respond with an answer within two (2) business days except in the event Legal or management review is required. The City reserves the right to approve or disapprove all advertising content, copy, design, and colors to be displayed in or on Transfort buses based on aesthetic considerations within the sole discretion of the City. J. The parties acknowledge that the City’s objectives for the advertising program is not for the purpose of establishing a forum for public speech and are to be carried out through the performance of the resulting Agreement: 1. Generate revenue for the City through the placement of advertising on bus interiors and exteriors 2. Advertising 3. Maintain a neutral position on political, religious, and ideological matters 4. Limit advertising to advertising that proposes a legitimate commercial transaction and that will promote healthful, family-oriented products and services appropriate for citizens of all ages. 5. Contractor shall be solely and completely responsible for the content of all bus advertisements and is prohibited from displaying noncommercial advertising, with the exception of advertising placed by Transfort. In addition the contractor is prohibited from displaying the following types of commercial advertising: a) Advertising that primarily conveys a political, religious, ideological or other non-commercial message b) Advertising of marijuana, alcohol or tobacco products; c) Advertising that promotes illegal activities or transactions; d) Advertising that is misleading or deceptive, or that constitutes a public nuisance; DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 10 of 36 e) Advertising of products or services available to adults only by law; f) Advertising of any product or service primarily related to sexual or violent activities or practices, or advertising of any product or service in a manner that is sexually suggestive or that displays or suggests violence or is inappropriate for minors; and g) Any advertising reasonably determined to be inconsistent with the above-stated objectives of the advertising program. 6. Advertising is not for the purpose of establishing a forum for public speech. The City reserves to itself the sole and final authority as to whether proposed advertising is consistent with these objectives. 7. All advertising in place during the term of the resulting Agreement shall comply with this provision. Advertising that is determined by the City to be inconsistent with these objectives shall be removed immediately upon receipt of a written request for such removal by the Contractor. K. Contractor must provide to the City representative a copy of his City sales tax license and comply with all applicable sales and use tax regulations. M. Contractor allocated space used by Contractor for any advertising purpose must conform to all requirements of the contract. II. COMPENSATION & PAYMENTS A. Contractor shall pay the City in accordance with the Section III Compensation Plan Form and paragraph 5 of the Service Agreement. B. The City may conduct, and the Contractor shall cooperate in the completion of annual audits of Contractor’s receipts. Any adjustments required as a result of such audits shall take place during the month in which the audit is conducted. C. Contractor shall maintain such books, records, documents, and other evidence and accounting procedures and practices as may be necessary to reflect the services performed. All such records shall be available to the City at all reasonable times for inspection, review or audit. D. Contractor shall provide 10% of all exterior advertising space to the City. The Contractor will produce and install four copy changes per year at no cost to the City. Any copy changes above that Contractor will charge the City $25.00 per advertisement for production and installation. Contractor shall provide 35% of interior advertising space on 30, 31, 35, 40, and 60 foot buses for required Transfort notices and Transfort related advertising. Required Transfort notices include FTA regulations, code of conduct, Title VI postings, Rider Alerts, Public Meetings announcements, Wi-Fi instructions, bike rack instructions, MAX maps and any new notices mandated by Federal, State or Local agencies. Transfort will produce and install all of their own interior notices and Transfort related advertisements. The City may also purchase additional advertising space from Contractor as available. Contractor shall offer the City a discount of at least 14% off the published rate or as otherwise mutually agreed upon by the parties for advertising and public announcements of the City's sole choice, including non-commercial messages. DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 11 of 36 III. COMPENSATION PLAN FORM PERCENTAGE OF GROSS REVENUE YOU WILL PAY TRANSFORT YEAR 1 _____60________% YEAR 2 _____60________% YEAR 3 _____60____ ___% YEAR 4 _____60___ ____% YEAR 5 _____60__ _____% MINIMUM YEARLY DOLLAR AMOUNT YOU WILL PAY TRANSFORT YEAR 1 ____$129,500____ YEAR 2 ____$134,125____ YEAR 3 ____$138,750____ YEAR 4 ____$143,375____ YEAR 5 ____$148,000____ In the event of a conflict between the following provisions of the Scope of Work and the foregoing provisions of the Agreement, including the Scope of Work, the foregoing provisions shall control. Contractor’s Key Leadership Team: Contact Person – Primarily Responsible: Brent Window – Vice President & General Manager John Galitski—Operations Manager & Safety Coordinator Cliff Moak – Sales Manager Beth Riggs, Financial Account Manager Single Point of Contact for Contractor: Trevin Bensko-Wecks, Market Manager Tbensko-wecks@lamar.com Office: 970-493-4411 x113, Cell 719-466-0122 Single Point of Contact for Maintenance Issues: Matt Kathol, Transit Foreman mkathol@lamar.com 970-493-4411 DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 12 of 36 Single Point of Contact for City (Project Manager, Transfort): Kaley Zeisel, Administration Supervisor Kzeisel@fcgov.com Office: 970-224-6067, Cell 970-443-7353 Single Point of Contract for Garage Mike Conley, Lead Mechanic mconley@fcgov.com Office: 970-221-6205, Cell 970-218-8039 The City’s and Contractor’s points of contact are subject to change from time-to-time by written notification. Operations and Inventory Management  Local Installers: Installers work and live in the area, we can respond to concerns in less than 24 hours.  Pre-posting and inspection procedures: Installers take extra precautions not to cover bus numbers, branding and identification, and other critical information.  Safety Training: All of our installation employees certify that they have read Contractor’s Corporate Safety Manual. Installation employees wear high- visibility vests and safety shoes on shift. Attendance at monthly safety meetings is mandatory and documented for all operations staff.  3M Fleet Graphics Material: Contractor has used 3M products since 2000. We have a strong relationship with 3M World Wide and are a working partner with them for new product initiatives.  Maintaining advertising inventory: Contractor maintains an up-to-date inventory record showing the current number of buses available as well as the specific products that are displayed both on interiors and exteriors of buses. Our advertising inventory record includes the effective contract dates for each display including the expiration date for each contract.  Scheduling: Contractor will continue to create and develop scheduling request procedures and processes to ensure a cohesive productive relationship with each garage.  Minimal Impact: Contractor will continue to supervise our operations staff to ensure seamless installation and removal with minimal encumbrance on transit operations and equipment. Contractor’s personnel will continue to comply with all stipulated safety regulations including safety and personal protective equipment. We remove any and all materials; unused products and special waste, dispose of them away from your facilities based on OSHA regulations / specifications and requirements of City of Fort Collins. We will not use hazardous chemicals or materials in transit operations. Contractor is fully capable and committed to providing all preventative maintenance and cleaning requirements to ensure the most DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 13 of 36 presentable and effective advertising possible. Contractor has an outstanding record of success in the work performed by our installation and maintenance teams. Work Order System: Contractor will check for service requests daily on business days directly in the EAM system. Contractor is responsible for moving the Work Order to work finished status in EAM upon completion of the request. Response time depends on the urgency of the service request. High urgency requests are responded to within 24 hours, often same day or not to exceed two (2) business days. Access to the buses may affect response time. Organization & Planning Contractor’s Colorado operations include office locations in Pueblo, Colorado Springs, Denver and Fort Collins. General Manager Brent Window is responsible for all strategies to develop and grow our revenue streams. Sales Manager Cliff Moak leads the growth and development of our sales efforts. Our entire organization is focused on delivering the highest customer experience in Colorado for each and every one of our clients. Our focus and commitment is to have constant and consistent improvement. Sales staff includes 7 account executives, 3 account managers, 3 sales coordinators who are focused on developing new business opportunities across our markets. Operations Manager and Safety Coordinator James Nobles oversees installation teams throughout the state, coordinates with all operational staff and schedules all installs and removals. Office Manager and Financial Account Manager Beth Riggs will provide customer service and sales support for all sales efforts. Contractor Graphics, the art services division of Contractor employs a talented group of over 50 artists and customer service representatives. Our art capabilities provide us a significant advantage in the development of proposals and speculative artwork for each new proposal. This group guides and provides clients with the creativity necessary to develop effective campaigns. Contractor’s investment in art design and creation is offered as a free, value-added service to our customers and often is the difference in making a sale. Contractor utilizes a Customer Relations Management system to track the status of proposals through various contracting stages, installation and billing. We employ a new business development support staffs of 6 individuals that assist our account executives in the development of new business opportunities. From prospecting to proposals to closing – our teams are focused on growth. For invoicing and reporting we use accounting software along with a proprietary web-based interface that links our field offices to headquarters in Baton Rouge, Louisiana. Contractor invests in Portfolio and MapInfo Professional®, market analysis research tools which enable Contractor to provide a valuable and free service designed exclusively for our clients and transit partners. With this software we can profile specific geographies, define individual lifestyle characteristics and behaviors, including spending and transportation habits, DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 14 of 36 and then overlay that information directly onto specific transit route maps. These powerful mapping and demography tools enable Contractor to provide a highly desirable free service to our clients and transit agency partners. Our Guiding Principles  Maximize revenue and growth for our partners  Commit to delivering the highest quality service to our customers  Respond promptly to our customer’s needs and to those of our transit partners  Maintain the highest degree of integrity and professionalism  Continue to innovate and create new products  Demonstrate financial accountability Our goal is to deliver superior financial returns to the City of Fort Collins and impeccable service. We offer customers a turn-key advertising solution – from the conception of a campaign to the design of the copy to the production and installation of the appropriate materials. This allows them to focus on operating their businesses. Our revenues per bus ranks at the top of the industry and our retention rate for our clientele is at an all-time high level for our industry. Sales Plan Contractor’s sales plan includes a focus on annual contract sales direct to local businesses. This helps advertiser’s benefit from long-term exposure and product branding which ultimately delivers the best results. Because of this extended exposure, we experience customer loyalty along with some of the highest renewal rates in the industry. Annual campaigns offer increased presence and visibility to local businesses on buses and shuttles. This means that others will identify with the concept and acknowledge transit advertising as an attainable and valuable medium. More demand increases occupancy and holds rate integrity. Contractor believes in a consultative sales approach where client’s needs are identified and an advertising campaign is then customized to provide a direct solution. By selling campaigns that include the proper amount of displays for the proper amount of time, we have found that our clients continue to utilize transit advertising as part of their long-term marketing efforts. Our Sales Team is structured to provide clear recognition and measurement of key responsibilities:  Prospecting  Proposals  Closing Metrics: Contractor establishes monthly, quarterly and annual sales budgets for sales. Transit advertising opportunities are included on every response to national agencies. Account Executives are required to generate new advertising opportunities for our transit partners and performance is measured against these goals each week. Contractor’s sales coordinators provide sales materials, one sheets, transit maps, photos, speculative artwork and templates to account DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 15 of 36 executive to drive new business. Contractor leverages existing client relationships, both local and national, through Contractor’s nationwide network of over 800 sales people. Sales manager works with our local and national transit marketing teams to create specific marketing materials, campaigns, and promotions specifically for our current transit partners in Colorado. Our Sales Manager and Account Executives network within the local area Chamber of Commerce, Ad Clubs and other business organizations to promote transit advertising opportunities to prospective buyers. On-Going Communications Contractor shall meet with the Transfort Project Manager in person twice a month or as otherwise mutually agreed. Contractor will respond to all inquiries via email and phone, generally same day, or within 24 hours not to exceed two (2) business days. In addition, the Contractor shall provide the reports listed below and such other reports as the parties may mutually agree: Monthly – First week of each month -Daily Collections: Details revenues received on a daily basis by customers including display type and number. Quarterly – First week following the end of each quarter - Customer name, customer number and term of contract Start Up Procedures Contractor has developed a streamlined experienced organization that will continue to improve. There would be no interruption in the commercial sale and deployment of advertisements. Contractor is in place & will continue with our experienced staff and organization to deliver for the City of Fort Collins and our clients. Advertising Policies Contractor conforms to Advertising Policies and will ensure the highest quality advertisements are displayed on Fort Collins buses. Contractor has an obligation to exercise sound judgment relating to the acceptance of advertising that we place on vehicles. Contractor trains its sales personnel to screen potential clients and review proposed advertising copy for objectionable content.  Contractor takes great pride in becoming familiar with the advertising policies, standards and restrictions for its respective public partners and works hard to create definite, uniform application and adherence to these standards.  Contractor does not knowingly accept any advertising that is false, misleading or deceptive commercial speech.  It is Contractor’s intent not to allow or cause any of its providers’ property to become a public forum for the debate, dissemination or discussion of public issues. In the case of DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 16 of 36 any disputes we discuss appropriate solutions and adhere to the final decision of City of Fort Collins. Free Speech Issues Contractor is experienced with issues and differences involving free speech and commercial free speech, and works effectively to protect our partners from direct involvement with clients pertaining to these issues. Contractor has a successful record in monitoring public reaction to advertising we place. Reporting, Record Keeping and Accountability  Contractor has an outstanding reputation for providing timely reporting, accounting and contract information. We are able to provide accurate contract administration necessary to fulfill the scope of the agreement outlined.  Contractor maintains records of installation, removal and certificates of audit for each display. All pertinent information is recorded, including advertiser, terms of each contract, display type and number. As a public company Contractor is particularly sensitive to client trust and the need for sound, ethical accounting and reporting behaviors. Contractor adheres to SEC requirements and Sarbanes-Oxley. This includes our coordination of all client sales contracts, advertising production, posting and removal of advertising materials. As well Contractor will manage the billing and collections activities and other customary business practices. Contractor considers our business practices a corporate asset and strives to provide the detail and transparency required by our clients and the City of Fort Collins. What We Stand For  Serving Our Customers. We are dedicated to building strong relationships, providing excellent customer service and delivering value to our customers. We are always looking for innovative new ways to support our customers and to become an even more valued media partner.  Safety First & Always. Safety is our top priority. Our largest audience is the driving public, and we understand that people see out-of-home ads while driving at high speeds. We are firmly committed to the safety of the general public and in in addition to following external laws and regulations, we adhere to the OAAA Code of Industry Principles. We also create and maintain safe working environments for all of our employees.  Community Support. Our goal is to leave every place that we’re privileged to operate in better than the way we found it. We strive to be responsible corporate citizens. In hundreds of communities across the U.S., Canada and Puerto Rico we support non- profit organizations in many ways including donations of time, through our Good Works Public Service Advertising program and utilizing our extensive Digital Display network to broadcast Amber, FBI, FEMA, Crime Stoppers and other emergency alerts on a local, state or national level.  Honesty and Integrity. We live by the Golden Rule, and we operate with honesty and integrity in every aspect of our business. We are open with our employees, transparent with our customers and loyal to the communities in which we serve.  Continuous Improvement. We strive to be the best. And more importantly, we are always focused on how we get better. An example of this would be working with our DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 17 of 36 business partners to determine better, more environmentally sound ways to handle disposal of residual vinyl material.  Diversity and Inclusiveness. Contractor is an Equal Opportunity Employer committed to a diverse workforce. We hire without regard to race, color, sex, national origin, religion, age, marital status, sexual orientation, gender identity, gender expression, disability, veteran’s status, height, or weight, or any other characteristics protected by law. We have implemented an extensive on-line Affirmative Action program to ensure we are fair and unbiased in our interviewing, hiring and promotion activities. DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 18 of 36 EXHIBIT B INSURANCE REQUIREMENTS 1. The Contractor 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 Contractor 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 reduce coverage or limits and will not be cancelled, except after thirty (30) 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 Contractor, 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 Contractor under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Contractor '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 Contractor shall maintain during the life of this Agreement for all of the Contractor'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 Contractor 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 Contractor 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: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 No new insurance required Services Agreement 8357 Advertising on Buses Exterior & Interior Page 19 of 36 EXHIBIT C FEDERAL TRANSIT ADMINISTRATION Federally Required and Other Model Contract Clauses 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicability to Contracts Applicable to all contracts. Flow Down Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. Model Clause/Language While no specific language is required, FTA has developed the following language. 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. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (31 U.S.C. 3801 et seq. 49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307) Applicability to Contracts These requirements are applicable to all contracts. Flow Down These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Model Clause/Language These requirements have no specified language, so FTA proffers the following language. 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 DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 20 of 36 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 (49 U.S.C. 5325, 18 CFR 18.36 (i), 49 CFR 633.17) Applicability to Contracts Reference Chart "Requirements for Access to Records and Reports by Type of Contracts" Flow Down FTA does not require the inclusion of these requirements in subcontracts. Model Clause/Language The specified language is not mandated by the statutes or regulations referenced, but the language provided paraphrases the statutory or regulatory language. Access to Records - The following access to records requirements apply to this Contract: 1. 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 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. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the 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 DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 21 of 36 financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. 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. 6. 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). 7. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Characteristics Operatio nal 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- competiti ve award Those imposed on state pass thru to Contractor None Yes, if non- Services Agreement 8357 Advertising on Buses Exterior & Interior Page 22 of 36 Projects Sources of Authority: 1 49 USC 5325 (a) 2 49 CFR 633.17 3 18 CFR 18.36 (i) 4. FEDERAL CHANGES (49 CFR Part 18) Applicability to Contracts The Federal Changes requirement applies to all contracts. Flow Down The Federal Changes requirement flows down appropriately to each applicable changed requirement. Model Clause/Language No specific language is mandated. The following language has been developed by FTA. 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. CIVIL RIGHTS REQUIREMENTS (29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq.) Applicability to Contracts The Civil Rights Requirements apply to all contracts. Flow Down The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. Model Clause/Language The following clause was predicated on language contained at 49 CFR Part 19, Appendix A, but FTA has shortened the lengthy text. 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. DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 23 of 36 (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. 6. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS (FTA Circular 4220.1E) Applicability to Contracts The incorporation of FTA terms applies to all contracts. Flow Down The incorporation of FTA terms has unlimited flow down. DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 24 of 36 Model Clause/Language FTA has developed the following incorporation of terms language: 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. 7. ENERGY CONSERVATION REQUIREMENTS (42 U.S.C. 6321 et seq. 49 CFR Part 18) Applicability to Contracts The Energy Conservation requirements are applicable to all contracts. Flow Down The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier. Model Clause/Language No specific clause is recommended in the regulations because the Energy Conservation requirements are so dependent on the state energy conservation plan. The following language has been developed by FTA: 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. 8. TERMINATION (49 U.S.C. Part 18 FTA Circular 4220.1E) Applicability to Contracts All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Flow Down The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning. Model Clause/Language FTA does not prescribe the form or content of such clauses. The following are suggestions of clauses to be used in different types of contracts: DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 25 of 36 a. Termination for Convenience (General Provision) The City of Fort Collins 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 City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City 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 City of Fort Collins 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 City of Fort Collins 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 City of Fort Collins, 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 City of Fort Collins in its sole discretion may, in the case of a termination for breach or default, allow the Contractor ten (10) days 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 City of Fort Collins'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 City of Fort Collins setting forth the nature of said breach or default, City 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 City 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 City of Fort Collins elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by City of Fort Collins shall not limit City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the City of Fort Collins may terminate this contract for default. The City of Fort Collins 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 DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 26 of 36 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. 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. 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 the City of DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 27 of 36 Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10. CARGO PREFERENCE REQUIREMENTS (46 U.S.C. 1241 , 46 CFR Part 381) Applicability to Contracts The Cargo Preference requirements apply to all contracts involving equipment, materials, or commodities which may be transported by ocean vessels. Flow Down The Cargo Preference requirements apply to all subcontracts when the subcontract may be involved with the transport of equipment, material, or commodities by ocean vessel. Model Clause/Language The MARAD regulations at 46 CFR 381.7 contain suggested contract clauses. The following language is proffered by FTA. Cargo Preference - Use of United States-Flag Vessels - The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill-of- lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 11. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS Background and Application The Davis-Bacon and Copeland Acts are codified at 40 USC 3141, et seq. and 18 USC 874. The Acts apply to grantee construction contracts and subcontracts that “at least partly are financed by a loan or grant from the Federal Government.” 40 USC 3145(a), 29 CFR 5.2(h), 49 CFR 18.36(i)(5). The Acts apply to any construction contract over $2,000. 40 USC 3142(a), 29 CFR 5.5(a). ‘Construction,’ for purposes of the Acts, includes “actual construction, alteration and/or repair, including painting and decorating.” 29 CFR 5.5(a). The requirements of both Acts are incorporated into a single clause (see 29 CFR 3.11) DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 28 of 36 enumerated at 29 CFR 5.5(a) and reproduced below. The clause language is drawn directly from 29 CFR 5.5(a) and any deviation from the model clause below should be coordinated with counsel to ensure the Acts’ requirements are satisfied. Clause Language Davis-Bacon and Copeland Anti-Kickback Acts (1) Minimum wages - (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 29 of 36 (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and (4) With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 30 of 36 (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(v) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2) Withholding - The City of Fort Collins shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the City of Fort Collins may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 31 of 36 (2) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the City of Fort Collins for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 32 of 36 side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (3) Apprentices and trainees - (i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 33 of 36 utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements - The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment - A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements - All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 34 of 36 (9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility - (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. 12. DISADVANTAGED BUSINESS ENTERPRISE (DBE) (49 CFR Part 26) Background and Applicability The newest version on the Department of Transportation’s Disadvantaged Business Enterprise (DBE) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT-assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. Clause Language The following clause language is suggested, not mandatory. It incorporates the payment terms and conditions applicable to all subcontractors based in Part 26 as well as those related only to DBE subcontractors. The suggested language allows for the options available to grantees concerning retainage, specific contract goals, and evaluation of DBE subcontracting participation when specific contract goals have been established. Disadvantaged Business Enterprises 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 DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 35 of 36 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 5 %. A contract goal of NA DBE participation has been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the 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. 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: 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 must present the information required above as a matter of responsiveness (see 49 CFR 26.53(3)). {If no separate contract goal has been established, use the following} The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from the City of Fort Collins. In addition, the contractor may not hold retainage from its subcontractors and 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. e. The contractor must promptly notify the 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 the City of Fort Collins. 13. RECYCLED PRODUCTS (42 U.S.C. 6962, 40 CFR Part 247, Executive Order 12873) DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 Services Agreement 8357 Advertising on Buses Exterior & Interior Page 36 of 36 Applicability to Contracts The Recycled Products requirements apply to all contracts for items designated by the EPA, when the purchaser or contractor procures $10,000 or more of one of these items during the fiscal year, or has procured $10,000 or more of such items in the previous fiscal year, using Federal funds. New requirements for "recovered materials" will become effective May 1, 1996. These new regulations apply to all procurement actions involving items designated by the EPA, where the procuring agency purchases $10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000. Flow Down These requirements flow down to all to all contractor and subcontractor tiers. Model Clause/Language No specific clause is mandated, but FTA has developed the following language. Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 14. 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: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: � 2 2 WC068022335 (FL) Illinois National Insurance Company Eff: 01-01-2016 Exp: 01-01-2017� WC068022337 (CA) National Union Fire Insurance Company Eff: 01-01-2016 Exp: 01-01-2017� New Orleans WC068022339 (IL, KY, NC, UT) New Hampshire Insurance Company Eff: 01-01-2016 Exp: 01-01-2017� Workers Compensation Policies:� WC068022341 (AZ, VA) New Hampshire Insurance Company Eff: 01-01-2016 Exp: 01-01-2017� WC068022340 (NJ, PA) New Hampshire Insurance Company Eff: 01-01-2016 Exp: 01-01-2017� �� �� � Other Policies:� Certificate of Liability Insurance Lamar WC068022343 (ME) New Hampshire Insurance Company Eff: 01-01-2016 Exp: 01-01-2017� � �� Marsh USA Inc.� & all subsidiaries� Lamar Advertising Company� Baton Rouge, LA 70896 Post Office Box 66338� 25 WC068022342 (MA, WI, ND, OH, WA, WY) New Hampshire Insurance Company Eff: 01-01-2016 Exp: 01-01-2017� DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. C 2,000,000 GL2039105 (AOS) Robert C. Hill X HOU-002816942-01 1,000,000 1,000,000 X 23841 1,000,000 of Marsh USA Inc. New Orleans, LA 70139 N 01/01/2016 X 2,000,000 PIP FL & MI 01/01/2016 01/01/2017 A 01/01/2017 CA9734201 (AOS) See Additional Information B 2,000,000 2,000,000 X 19445 New Hampshire Insurance Company 1,000,000 X X 09/07/2016 01/01/2016 Certificate holder is/are included as Additional Insured under General Liability and Auto Liability as required by written contract. X Fort Collins, CO 80522 City of Fort Collins & Transfort A National Union Fire Insurance Co. of Pittsburgh, PA 100,000 01/01/2017 2,000,000 19086696 01/01/2017 for Other WC Policies CA9734202 (MA) 19429 1,000,000 X 1,000,000 WC068022338 (AOS) 701 Poydras Street, Suite 4125 Marsh USA Inc. X NewOrleans.CertRequest@marsh.com & all subsidiaries Lamar Advertising Company Baton Rouge, LA 70896 Post Office Box 66338 X 01/01/2016 PO Box 580 01/01/2016 A 01/01/2017 Insurance Company of the State of Pennsylvania DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77 competitive award or if funded thru2 5307/5309/531 1 None None unless non-competitive award None None unless non-competitive award None None unless non-competitive award II Non State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Yes3 Yes3 Those imposed on non-state Grantee pass thru to Contractor Yes Yes Yes Yes Yes Yes Yes Yes DocuSign Envelope ID: 1C42C6C5-EF56-4C0B-9209-62E0A570BB77