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HomeMy WebLinkAboutOshkosh Transit & ParatransitTransit &Paratransit Company (TAPTCO) located at 5611 Hudson Drive, Suite 100 Hudson, Ohio Agreement between th e 44236 and Oshkosh Transit System/ GO Transit s created a training course for operators of Transit & Paratransit buses and this course is available Whereas TAPTCO ha ement System (LMS) over the web. for access through a Learning Manag Y Whereas Oshkos h Transit System/ Go Transit operates buses and would like to use these TAPTCO training courses to train their operators. CO a rees to provide access to the web -based training courses by providing the web -based location an 1. TAPT g access passwords. ia one-time initial set up fee of $500, due upon signing of this agreement. Agreed to Waive this fee. 2. There s ear. Each user may access the training on 3. The charge for the access and usage will be $150.00 per user per y 5�01/2020 multiple occasions, without limit. The annual period will start on 4/30l5/01 and annually thereafter for a )21 and the renewal charge will commence 12 months later on choose to not renew the agreement by providing maximum of two (2) annual renewal periods. Either party may the other party with notice of non -renewal a minimum of thirty (30) days before the end of the initial or renewal period. of the number of users in the first year is 20 users and the charge will be $150.00 per user for an The estimatepayment within 20 days initial payment of $3,000. This will be invoiced once this contract is signed and is due for p y thereafter. ber of users for tithe next year 150.00 per user. This process The renewal charge will then be the estimate num will then be continued for each year this contract remains in plat The rate of $150.00 per user will apply for a minimum of two years. ri and cannot be copied in any way. The nature of Agency's activities 4. The training courses have been copyrighted e that in the event of a arties ack can result in accidents resulting in lawsuits or legal disputes. h and tra ning of the Agencies employees lawsuit or legal dispute related legal dispute, the a qualifications, course material available to the Agency's may be an issue. The Agency shall be allowed to make the training Similarly, the Agency shall be insurance carrier or others investigating the accident on behalf of the Agency. subpoena's related to the training courses. The allowed to respond to any lawful legal process from others (i.e., A ency will not remove any indication of the source of the material or any copyright designations. g over the web, 5. TAPTCO is in th e business of creating and selling training courses. To allow these dweb-based we have engaged an LMS specialist company known as Talent LMS to use t platform to provide LMS system and retained here All tracking data on the training is collected on the Talenti I be available from TalenttLMS for agency delivery. access. Even If TAPTCO were to go out of business, this data wil s 6. TAPTCO shall provide with a hard copy of training data upon request. Should the Agency decide not to Agency hard copy of their training data can be RECEIVED renew at any time, a downloaded or printed and retained by the agency. APR 2 8 ZOZO CITY CLERK'S OFFICE that all that is trained in the course are the best practices, such opinions practices that could be trained, or may even be omitted. It is the �, While TAPTCO believes and agree what is being taught. TAPTCO has no involvement are subjective and there are alternative p the leadership control and responsibility of the agency to review the training TAPTCO their level of understanding, performance. Notwithstanding the foregoing, in how long trainees will require access to teeamaterials,o many or obligations include those set by the Federal Government. With that other factors that could affect the op it will comply with, among all applicable regulations, the Federal Clauses understands that GoTransi gees that regulatory understanding, TAPTCO ag attached to this Agreement as Exhibit A. happen from operators who onsibility for any actions or accidents that may pp As such, TAPTCO accepts no resp onsibility of the agency. have been through this training. This is the sole resp s be available to the g. As the courses are updated, there will be no additional charge, the latest versions will always agency. time, but the charge of $150.00 per user will still be due for each user who g. This contract can be cancelled at any even if they only enter the system once. stem, I with the Wisconsin has been entered into the system, of the State of Wisconsin and therefore en Y f m c mplying with these 10. The Agency is a governmental body prevent the Agency in this Agreement shall limit or p public documents, the TAPTCO Public Records laws. Nothing disagrees with the release of any p TAPTCO's revent the release of such documents. However, public records laws. In the event lawful actAons to pPTCo the outcome of such actions. reserves the right to take any regardless of actions shall be at its own costs and at its own risk, reg law and with a venue of Winnebago 11. Disputes related to this Agreement shall be resolved using Wisconsin County, Wisconsin. 12. This document reflects the entire agreement between the parties. p, reement to be executed by their respective iTNESS THEREOF, the parties hereto have caused this � and ear first above written. IN ed their core°rate seals hereto as of the day y proper officers and affix CONSULTANT (Name/Title) Je CITY Op OSHKOSH ARK A. ROHLOFF CITY MANAGER PAMELA R• UBRIG CITY CLERK APPROVED BY: Thereby cerC-ify that thenecessaxy provisions havebeene� accrue under the liabie to pay lity this contract LY A. LOR� N EN CITY ATTORNBY BUSS 4VAN GOB EL FINANCE DIRECTOR Signed: Jeffrey Cassell (President) Transit & Paratransit Company Signed: Dated: r.n Transit 2020 Tapco Driver Safe FEDERAL CLAUSES updated 4/1/20 Trainin NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicability to Contracts: Applicable to all contracts hases are those Applicability to Micro -Purchases: Micro-purcu chases exceptdefined fo spurchases construction contracts over $2 000. These requirements do not apply to micro-purchases: Flow Down Requirement: Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down ) liabels itytto thirdypa�ti elspabsent specif contractarties to the written tten that the Federal Government does not have contractual 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 tion orth at'awa d of thetunderllyinganding ycontract abseconcurrence nt the Federal Government in or approval of the the express written consent by the Federal Govern el t, the ti Federal PorchasernContractorarty or a� y Is contract and shall not be subject to any obligationso other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. use (2) The Contractor agrees to include the abovefurther aln each reed thatbhentract clausel shallenot behmodified, part cla with Federal assistance provided by FTA. It is 9 except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FRAUDULENT STATEMENTS AND RELATED A 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. das those purchases A lit to M licabiicro-Purchases: Micro -purchases except for co struct on contracts over $2 000. These requirements do not apply to micro -purchases; Flow Down Requirement: These requirement flow down to contractors and subcontractors who make, present, or submit covered claims and statements. so FTA proffers the Model Clause/Language: These requirements have no specified language following language. False or Fraudulent Statements or Related Acts. Program Fraud and medies ct (1) The Contractor acknowledges the U.S. S.provisions DOT regulations,"Prrog amFraud FraudCivil Ci il Remedies," 491986, as amended, 31 U.S.C. § § 3801 and 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 to theunderlyingaccuracyof ntractany ate the FTA assisted project made, it es, t it has it may make, or causes to be made, pertainingapplicable, for which this contract work is being performed. In addition to other penalties that may be app the Contractor further acknowledges that if it makes, or causes eenmeniteeserves the right to ctitious, or fraudulent claim, statement, submission, or certification, the Federal Go impose the penalties of the Program FFraudCivil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. fraudulent The Contractor also statement, sioes n orat lf it makes, or causes to be certification to the Federal Government under lous, or a contract fraudulent claim, statement, connected with a project that is financed in n53071 the Govee or in rnment nment Federalassistance they right tolgmpose the by FTA under the authority of 49 U. § () 1 on the Contractor, to the extent the Federal penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 n ( ) Government deems appropriate. ch (3) The Contractor agrees to include the abovb eIt so clauses in ea t at the clauses shall financed be in whole or in part with Federal assistance provided y FTA modified, except to identify the subcontractor who will be subject to the provisions. ACCESS TO RECORDS AND REPORTS 49 U.S.C.5325 18 CFR 18.36 (i) 49 CFR 633.17 Applicability to Contracts: Reference Chart eats for Access to Records and Reports by Type of Contracts" Applicability to Micro -Purchases: Micro -purchases o�l dfo as those pction urchases contracts over $0 00. 000. These requirements do not apply purchases; except Flow Down Requirement: FTA does not require the inclusion of these the irem nt i subcontracts. Model Clause/Language: The specified language paraphrases the statudated tory or regulatory language. referenced, but the language p p p 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 eagrees to subgrantee of the FTA Recipient in accordance with 18 C. F. R. 18.36 i , the provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of of the their authorized represent tiivee Went to this coccess to any ntract for the purposesoks, documents, ers and of making audits, examinations, Contractor which are directly p pursuant to 49 C. F. R. 633.17 to provide the FTA excerpts and transcriptions. Contractor also agrees, p Contractor access to Administrator or his authorized represent {toiva major capital projeccluding any t,t, defined at 49 U.S.C. 5302(a)l , records and construction sites pertaining which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. the FTA Recipient in 2. Where the Purchaser is a State Recipient de the Purcha efr, the FTA Administrator accordance with 49 C.F.R. 633.1 , Contractor agrees topro or his authorized sites pertaining ertainin representatives,including almajor capital project, defined at 49 U.S.C. 5302(a)1 rwh ch is s and construction sites pe 9 receiving federal 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 $250,000. act for other than a small contr non-profit 3. Where the Purchaser enters into a negotiatudtion of higher education, a hospital ohothease �nonp under the simplified acquisition threshold and is an a sinstroller General organization and is the FTA Recipient or a the Purchaser, FTA Admrantee of the FTA enistrator, the Comp accordance with e C.F.R. 19.48, Contractor agrees it provide of the United States or any of their duly ontraoctorewh which are directly pertinent tot is contract for the documents, papers and record of the purposes of making audits, examinationTA s, excerpts and transcriptions. A Recipient in 4. Where any Purchaser which is the entersn into contract foent or a r arcapital projectantee of the Tor improvement (defined accordance with 49 U.S.C. ugh other competitive bidding, the Contractor shall make available at 49 U.S.C. 5302(a)1) through other than records related to the con tract to the Purlo ee of any of them for t e puchaser, the Secretary of pposels of conduct g anraudit General or any authorized officer or emp y and inspection. ing 5. The Contractor agrees to permit any of the forego orably neededes to reproduce by any means whatsoever or to copy excerpts and transcription 6. The Contractor agrees to maintain aree°Gears afterrecords, the date of termination orrequired exp ration of this contract for a period of not less than th yerformance of this contract, except in the event of litigation or settlement of claims arising from the phe FTA Administrator, contract, in which case Contrractor arof thee duly authonzeda epreselntativesr have disposed of all such the Comptroller General, Y litigation, appeals, claims or exceptions related thereto. Reference 18 CFR 18.39(i)(1 . 7. FTA does not require the inclusion of these requirements in subcontracts. REQUIREMENTS FOR ACCESS TO RECORDS AND REPORTS BY TYPES OF CONTRACT Profession Arch. or Rolling Operational Turnkey Construction Service Engineering Stock Service Contract Contract Contract Contract Contract Contract Contracts below Those Simplified imposed on None Acquisition None None None None state pass Threshold (Small thru to Purchase) Contractor ($250,000) Yes, if non - Those competitive None unless None unless None unlE None unless imposed on non- non - Contracts above award or if non- non- $100,000/Capital competitive funded thru2 competitive competitive awardetitr state pass Projects thru to 5307, 5309, award award award contractor 5311 Contracts below Those Simplified imposed on Acquisition Yes non -state Threshold (Small Grantee pass Purchase) thru to ($250,000) Contractor Those imposed on Contracts above non -state $100,000/Capital Yes Grantee pass Projects thru to Contractor Yes I Yes I Yes Yes I Yes I Yes Sources of Authority.49 USC 5325 (a), 49 CFR 633.17, 18 CFR 18.36 (i) FEDERAL CHANGES 2 CFR Part 1201 Applicability to Contracts: The Federal Changes requirement applies asllthose purchases under $10,000. Applicability to Micro -Purchases: Micro -purchases are These requirements do not apply to micro -purchases; except for construction contracts over $2,000. Flow Down Requirement: 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. comply with all applicable FTA regulations, policies, Federal Changes -Contractor shall at all times procedures and directives, including without ith uas they may be aose lmended oristed tpromulgated from in to time Master Agreernent between Purchaser and F y I shall constitute a material breach of durinq the term of this contract. Contractor's failure to so comp y EQUAL EMPLOYMENT OPPORTUNITY 41 CFR $60-1.4 Applicability to Cont[qgtaL Applicable to all contracts except micro -purchases (except for construction Yes contracts over $2,000. Applicability to Micro -Purchases: Micro-purchasesre defined as those purchases under $10,000. These requirements do not apply to micro -purchases. Flow Down Requirement_ Not houldred by flow downute or to all levgulation els to clarify, t eallpartti s to the cont act, that mary contractors or subcontractors, this concept the Federal Government does not have contractual liability to third parties, absent specific written consent. Yes Model Clause/Language: Federal Requirements and Guidance. The Recipient agrees to prohibit, and assures that each Third Party Participant will prohibit, discrimination on the basis of race, color, religion, sex, or national origin, and: (a) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., (b) Facilitate compliance with Executive Order 11246, "Equal Employment Opportunity," as amended by Executive Order 11375, "Amending Executive Order 11246, Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note, and as further amended by Executive Order 13672, "Further Amendments to Executive Order 11478, Equal Employment Opportunity in the Federal Government, and Executive Order 11246, Equal Employment Opportunity," July 21, 2014, (c) Comply with Federal transit law, specifically 49 U.S.C. § 5332, as provided in section 13.a of this Master Agreement, and (d) Follow Federal guidance pertaining to Equal Employment Opportunity laws and regulations, and prohibitions against discrimination on the basis of disability, Specifics The Recipient agrees: (a) Prohibited Discrimination. As provided by Executive Order 11246, as amended, and as specified by U.S. Department of Labor regulations, to ensure that applicants for employment are employed and employees are treated during employment without discrimination on the basis of their: 1. Race, 2. Color, 3. Religion, 4. National origin, 5. Disability, 6. Age, 7. Sexual origin, 8. Gender identity, or 9. Status as a parent, and (b) Affirmative Action. Take affirmative action that includes, but is not limited to: 1. Recruitment advertising, recruitment, and employment, 2. Rates of pay and other forms of compensation, 3. Selection for training, including apprenticeship, and upgrading, and 4. Transfers, demotions, layoffs, and terminations, but (c) Indian Tribe. Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of "Employer," and Equal Employment opportunity Re uirements for Construction Activities. In addition to the foregoing, when undertaking "construction" as recognized by the U.S. Department of Labor (U.S. DOL), the Recipient agrees to comply, and assures that each Third Party Participant will comply, with: (a) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and (b) Executive Order 11246, "Equal Employment Opportunity," as amended by Executive Order 11375, "Amending Executive Order 11246, Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note. DISADVANTAGED BUSINESS ENTERPRISE IDBE) 49 CFR Part 26 Applicability to Contracts: The Disadvantaged Business Enterprise (DBE) program 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 and subcontracts above the micro -purchase level ($10,000 except for construction contracts over $2,000). Clause Language Each contract the Recipient signs with a contractor (and each subcontract the prime contractor signs with a subcontractor) must include the following Federal Clause language: a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. WisDOT has established a 1.85% transit DBE goal with a 0.22% race conscious, 1.63% race neutral split for FFY 2020-2022. A separate contract specific goal has not been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the Recipient deems appropriate, which may include, but is not limited to: 1) Withholding monthly progress payments 2) Assessing sanctions 3) Liquidated damages, and/or 4) Disqualifying the contractor from future bidding as non -responsible c. The contractor shall utilize the specific DBEs listed to perform the work and supply the materials for which each is listed in its written documentation of its contract commitment to the Recipient unless the contractor obtains written consent from the Recipient d. The contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the DBEs as listed in its written documentation of its commitment to the Recipient unless the contractor obtains written consent from the Recipient. e. The contractor will be required to report its DBE participation obtained throughout the period of performance. f. Prompt Payment - The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 10 calendar days after the contractor's receipt of payment for that work from the Recipient. In addition, the contractor is required to return any retainage payments to those subcontractors within 10 calendar days after incremental acceptance of the subcontractor's work by the Recipient and contractor's receipt of the partial g. The contractor shall not terminate a DBE subcontractor listed in its written documentation of its commitment to the Recipient to use a DBE subcontractor (or an approved substitute DBE firm) without the Recipient's prior written consent. This includes, but is not limited to, instances in which a prime contractor seeks to perform work originally designated for a DBE subcontractor with its own forces or those of an affiliate, a non -DBE firm, or with another DBE firm. h. The contractor must promptly notify the RECIPIENT 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. For purposes of this paragraph, good cause includes the following circumstances: i. The listed DBE subcontractor fails or refuses to execute a written contract. ii. The listed DBE subcontractor fails or refuses to perform the work of its subcontract in a way consistent with normal industry standards. Provided, however, that good cause does not exist if the failure or refusal of the DBE subcontractor to perform its work on the subcontract results from the bad faith or discriminatory action of the prime contractor. iii. The listed DBE subcontractor fails or refuses to meet the prime contractor's reasonable, nondiscriminatory bond requirements. iv. The listed DBE subcontractor becomes bankrupt, insolvent, or exhibits credit unworthiness; V. The listed DBE subcontractor is ineligible to work on public works projects because of suspension and debarment proceedings pursuant 2 CFR Parts 180, 215 and 1,200 or applicable state law; vi. WisDOT determined that the listed DBE subcontractor is not a responsible contractor; vii. The listed DBE subcontractor voluntarily withdraws from the project and provides to you written notice of its withdrawal; viii. The listed DBE is ineligible to receive DBE credit for the type of work required; ix. A DBE owner dies or becomes disabled with the result that the listed DBE contractor is unable to complete its work on the contract; X. Other documented good cause that compels the termination of the DBE subcontractor. Provided, that good cause does not exist if the prime contractor seeks to terminate a DBE it relied upon to obtain the contract so that the prime contractor can self -perform the work for which the DBE contractor was engaged or so that the prime contractor can substitute another DBE or non -DBE contractor after contract award. i. 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 RECIPIENT. j. Before transmitting to WisDOT its request to terminate and/or substitute a DBE subcontractor, the prime contractor must give notice in writing to the DBE subcontractor, with a copy to WisDOT, of its intent to request to terminate and/or substitute, and the reason for the request.