HomeMy WebLinkAboutOshkosh City Cab/Dial-a-Ride 2012-2016 CITY OF OSHKOSH
TRANSPORTATION DEPARTMENT
926 DEMPSEY TRAIL, OSHKOSH,WI 54902
PHONE: (920)232-5342 FAX (920) 232-5343
LETTER OF TRANSMITTAL
To: CITY CLERK Date: 11/17/11
Project: DIAL-A-RIDE CONTRACT 2012-2016
From: Jennifer Weigand
Re: RES #11-429, dated 9/27/2011
Attn: Kathy Frederick
Please find: ® Attached ❑ Under Separate Cover
❑ Copy of Letter ® Contracts ❑ Amendment ❑ Report ❑ Agenda
❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans
Q Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other
Quantity Description
1 SIGNED DIAL-A-RIDE CONTRACT 2012-2016
These are being transmitted as indicated below:
❑ For For Your Use ❑ As Requested ❑ For Review&Comment
Signatures
Remarks:
Signed:
Retur to racts To:
y Clerk (original)
Transportation Dept (original)
Oshkosh City Cab Co., (original)
AGREEMENT
THIS AGREEMENT, made on the 21st day of October, 2011, by and between the
CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and OSHKOSH
CITY CAB, CO, 2723 Harrison St., Oshkosh, WI 54901, hereinafter referred to as the
CONTRACTOR,
WITNESSETH:
That the City and the Contractor, for the consideration hereinafter named, agree as
follows:
ARTICLE I. KEY EMPLOYEE
A. Assignment of Key Employee. The Contractor shall assign the following
individual to manage the service described in this contract:
Barbara L. Davies, Vice President
B. Changes in Key Employee. The City shall have the right to approve or
disapprove of any proposed change from the individual named above as Key Employee.
The City shall be provided with a resume or other information for any proposed substitute
and shall be given the opportunity to interview that person prior to any proposed change.
ARTICLE II. CITY REPRESENTATIVE
The City shall assign the following individual to manage the service described in this
contract:
David Vickman, Transit Coordinator
ARTICLE III. SCOPE OF WORK
The Contractor shall provide demand responsive transportation services to eligible
persons within the city limits of the City of Oshkosh and within Winnebago County. The
scope of services is described in more detail in the Request for Proposals (RFP)
document, and in the Contractor's proposal. Where these documents may conflict, this
agreement and the RFP shall control.
The Contractor may provide additional products and/or services if such
products/services are requested in writing by the Authorized Representative of the City.
All reports, computer files, service data, notes and other documents and instruments
prepared by the Contractor as instruments of service shall remain the property of the City.
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ARTICLE IV. CITY RESPONSIBLITIES
The City shall furnish, at the Contractor's request, such information as is needed by
the Contractor to aid in the progress of the service, providing it is reasonably obtainable
from City records.
ARTICLE V. CONTRACT TERM
The term of this agreement shall be for three years beginning on the 1st day of
January 2012, and extending to the last day of December 2014. Upon mutual agreement of
both parties, this agreement may be renewed for two additional 1-year terms. Contract will
automatically renew unless a 90 day notice is given before the end of current term.
ARTICLE VI. PAYMENT
A. The Contract Sum. The City shall pay to the Contractor a sum of eight and
50/100 dollars ($8.50) per Dial-A-Ride Program trip during the period January 1, 2012
through December 31, 2012; eight and 75/100 dollars ($8.75) per Dial-A-Ride Program trip
during the period January 1, 2013 through December 31, 2013; eight and 75/100 dollars
($8.75) per Dial-A-Ride Program trip during the period January 1, 2014 through December
31, 2014; thirty-one and 00/100 dollars ($31.00) per Rural Program trip during the period
January 1, 2012 through December 31, 2012; thirty-one and 25/100 dollars ($31.25) per
Rural Program trip during the period January 1, 2013 through December 31, 2013; and
thirty-one and 25/100 dollars ($31.25) per Rural Program trip during the period January 1,
2014 through December 31, 2014. If the agreement is extended according to Article V of
this contract, the City shall pay the Contractor a sum of eight and 75/100 dollars ($8.75)
per Dial-A-Ride Program trip during the period January 1, 2015 through December 31,
2015; eight and 75/100 dollars ($8.75) per Dial-A-Ride Program trip during the period
January 1, 2016 through December 31, 2016; thirty-one and 25/100 dollars ($31.25) per
Rural Program trip during the period January 1, 2015 through December 31, 2015; and
thirty-one and 25/100 dollars ($31.25) per Rural Program trip during the period January 1,
2016 through December 31, 2016. The City shall pay only for authorized trips that are
provided by the Contractor.
B. Method of Payment. The Contractor shall submit itemized monthly statements
for services. The City shall pay the Contractor within 15 business days after receipt of
such statement. If any statement amount is disputed, the City may withhold payment of
the disputed amount and shall provide to Contractor a statement as to the reason(s) for
withholding payment. Unless the invoice is disputed, the invoice will be deemed past due if
payment in full is not made within 15 business days from due date. In this case,the invoice
may bear interest at 1.5% of the past due amount per month.
C. Additional Costs. Costs for additional services shall be negotiated and set forth
in a written amendment to this agreement executed by both parties prior to proceeding with
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the work covered under the subject amendment.
ARTICLE VII. VEHICLES
All vehicles containing mobility device securement areas shall be licensed as human
service vehicles by the State of Wisconsin and must be inspected annually with the
inspection sticker displayed on the vehicle.
ARTICLE VIII. CONTRACTOR TO HOLD CITY HARMLESS
The Contractor covenants and agrees to protect and hold the City of Oshkosh
harmless against all actions, claims and demands of any kind or character whatsoever
which may in any way be caused by or result from the intentional or negligent acts of the
Contractor, his agents or assigns, his employees or his subcontractors related however
remotely to the performance of this Contract or be caused or result from any violation of
any law or administrative regulation, and shall indemnify or refund to the City all sums
including court costs, attorney fees and punitive damages which the City may be obliged or
adjudged to pay on any such claims or demands within thirty (30) days of the date of the
City's written demand for indemnification or refund.
ARTICLE IX. INSURANCE
The Contractor shall comply with the City's Insurance Requirements as stated on
attached Exhibit "A".
ARTICLE X. TERMINATION
A. For Cause. If the Contractor shall fail to fulfill in timely and proper manner any of
the obligations under this Agreement, the City shall have the right to terminate this
Agreement by written notice to the Contractor. In this event, the Contractor shall be
entitled to compensation for any satisfactory work completed.
B. For Convenience. The City may terminate this contract at any time by giving
written notice to the Contractor no later than 30 calendar days before the termination date.
If the City terminates under this paragraph, then the Contractor shall be entitled to
compensation for any satisfactory work performed to the date of termination.
ARTICLE XI. FEDERAL AND STATE REGULATIONS
This agreement shall at all times be subject to the rules and regulations of
Wisconsin Department of Transportation and the Federal Transit Administration, under the
provisions of the Urban Mass Transportation Act of 1964, as amended. See Exhibit "B".
ARTICLE XII. MISCELLANEOUS
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The City reserves the right to disallow any dispatcher or driver from serving
passengers under this agreement. This action may result from, but not be limited to,
numerous complaints about the employee during the term of this contract.
The Contractor agrees to report a conviction of a crime by a driver immediately to the
City for appropriate follow-up.
This document and any specified attachments contain all terms and conditions of
the Agreement and any alteration thereto shall be invalid unless made in writing, signed by
both parties and incorporated as an amendment to this Agreement.
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In the Presence of: CONTRACTOR
OM/1d T/C4f!1/Aid/2 )247d r/V
/ BY: C .:JL
4/X �d ygiJqJ
(Seal of Contractor (Specify ll tle)
if a Corporation.)
By:
(Specify Title)
CITY OF OSHKOSH
A I / ' n:fit By
I (Witless) _ A. Rohloff, Cit ger
L I. .SA _41 .I And: A ,�/�
litoneo Pamela R. Ubrig, City 6rk
APPROVED: I hereby certify that the necessary provisions
have been made to pay the liability which will
Jet Ili accrue nder this contract.
ity Attorney nn
j 0'
City o ptroller
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Exhibit A - CITY OF OSHKOSH INSURANCE REQUIREMENTS
CITY OF OSHKOSH
INSURANCE REQUIREMENTS
CONTRACTOR'S INSURANCE REQUIREMENTS
(excluding Bond and Property Insurance Requirements)
The Contractor shall not commence work on subcontract until proof of insurance required
of the Subcontractor has been provided to the applicable City department before the
contract or purchase order is considered for approval by the City.
It is hereby agreed and understood that the insurance required by the City of Oshkosh is
primary coverage and that any insurance or self insurance maintained by the City of
Oshkosh, its officers, council members, agents, employees or authorized volunteers will
not contribute to a loss. All insurance shall be in full force prior to commencing work and
remain in force until the entire job is completed and the length of time that is specified, if
any, in the contract or listed below whichever is longer.
1. INSURANCE REQUIREMENTS FOR CONTRACTOR—LIABILITY
A. Commercial General Liability coverage at least as broad as Insurance Services
Office Commercial General Liability Form, including coverage for Products
Liability, Completed Operations, Contractual Liability, and Explosion, Collapse,
Underground coverage with the following minimum limits and coverage:
1. Each Occurrence limit $1,000,000
2. Personal and Advertising Injury limit $1,000,000
3. General aggregate limit (other than Products–Completed Operations) per
project$2,000,000
4. Products–Completed Operations aggregate $2,000,000
5. Fire Damage limit—any one fire $50,000
6. Medical Expense limit—any one person $5,000
7. Watercraft Liability, (Protection & Indemnity coverage)"if' the project work
includes the use of, or operation of any watercraft, then Watercraft Liability
insurance must be in force with a limit of$1,000,000 per occurrence for Bodily
Injury and Property Damage.
8. Products– Completed Operations coverage must be carried for two years
after acceptance of completed work.
B. Automobile Liability coverage at least as broad as Insurance Services Office
Business Automobile Form, with minimum limits of$1,000,000 combined single
limit per accident for Bodily Injury and Property Damage, provided on a Symbol
#1–"Any Auto" basis.
C. Workers' Compensation as required by the State of Wisconsin, and Employers
Liability insurance with sufficient limits to meet underlying Umbrella Liability
insurance requirements. If applicable for the work coverage must include
Maritime (Jones Act) or Longshoremen's and Harbor Workers Act coverage.
D. Umbrella Liability providing coverage at least as broad as the underlying
Commercial General Liability, Watercraft Liability (if required), Automobile Liability
and Employers Liability, with a minimum limit of$2,000,000 each occurrence and
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$2,000,000 aggregate, and a maximum self-insured retention of$10,000.
E. Aircraft Liability, "if" the project work includes the use of, or operation of any
aircraft or helicopter, then Aircraft Liability insurance must be in force with a limit
of$3,000,000 per occurrence for Bodily Injury and Property Damage including
Passenger liability and including liability for any slung cargo.
F. Builder's Risk/ Installation Floater/Contractor's Equipment or Property—The
contractor is responsible for loss and coverage for these exposures. City of
Oshkosh will not assume responsibility for loss, including loss of use, for damage
to property, materials, tools, equipment, and items of a similar nature which are
being either used in the work being performed by the contractor or its
subcontractors or are to be built, installed, or erected by the contractor or its
subcontractors.
G. Also, see requirements under Section 3.
2. INSURANCE REQUIREMENTS FOR SUBCONTRACTOR
All subcontractors shall be required to obtain Commercial General Liability (if applicable
Watercraft liability), Automobile Liability, Workers' Compensation and Employers Liability,
(if applicable Aircraft liability) insurance. This insurance shall be as broad and with the
same limits as those required per Contractor requirements, excluding Umbrella Liability,
contained in Section 1 above.
3. APPLICABLE TO CONTRACTORS /SUBCONTRACTORS I SUB-SUB
CONTRACTORS
A. Acceptability of Insurers - Insurance is to be placed with insurers who have an
A.M. Best rating of no less than A- and a Financial Size Category of no less than
Class VI, and who are authorized as an admitted insurance company in the state
of Wisconsin.
B. Additional Insured Requirements—The following must be named as additional
insureds on all Liability Policies for liability arising out of project work - City of
Oshkosh, and its officers, council members, agents, employees and
authorized volunteers. On the Commercial General Liability Policy, the
additional insured coverage must include Products — Completed
Operations equivalent to ISO form CG 20 37 for a minimum of 2 years after
acceptance of work. This does not apply to Workers Compensation
Policies.
C. Certificates of Insurance acceptable to the City of Oshkosh shall be submitted
prior to commencement of the work to the applicable City department. These
certificates shall contain a provision that coverage afforded under the policies will
not be canceled or non renewed until at least 30 days' prior written notice has
been given to the City Clerk - City of Oshkosh.
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Exhibit B — Federal Contract Clauses
No Obligation by the Federal Government
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the Federal Government, the Federal
Government is not a party to this contract and shall not be subject to any obligations or liabilities
to the Purchaser, Contractor, or any other party (whether or not a party to that contract)
pertaining to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or
in part with Federal assistance provided by the Federal Transit Administration (FTA). It is further
agreed that the clause shall not be modified, except to identify the subcontractor who will be
subject to its provisions.
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
(1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act
of 1986, as amended, 31 U.S.C. § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil
Remedies,"49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of
the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the
underlying contract or the FTA assisted project for which this contract work is being performed.
In addition to other penalties that may be applicable, the Contractor further acknowledges that if
it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or
certification, the Federal Government reserves the right to impose the penalties of the Program
Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government
deems appropriate.
(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious,
or fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance
originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the
right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor,
to the extent the Federal Government deems appropriate.
(3) The Contractor agrees to include the above two clauses in each subcontract financed in
whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses
shall not be modified, except to identify the subcontractor who will be subject to the provisions.
Access to Records
49 U.S.C. 5325
18 CFR 18.36 (i)
49 CFR 633.17
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
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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 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.
Federal Changes
49 CFR Part 18
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 (see http://www.fta.dot.00v/funding/apply/grants financing 3162.html) 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.
Civil Rights
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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.
The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42
U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. §
6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and
Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against
any employee or applicant for employment because of race, color, creed, national origin, sex,
age, or disability. In addition, the Contractor agrees to comply with applicable Federal
implementing regulations and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity- The following equal employment opportunity requirements
apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act,
as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor
agrees to comply with all applicable equal employment opportunity requirements of U.S.
Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs,
Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which
implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by
Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive
orders, regulations, and Federal policies that may in the future affect construction activities
undertaken in the course of the Project. The Contractor agrees to take affirmative action to
ensure that applicants are employed, and that employees are treated during employment,
without regard to their race, color, creed, national origin, sex, or age. Such action shall include,
but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. In addition, the Contractor agrees to comply with
any implementing requirements FTA may issue.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as
amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to
refrain from discrimination against present and prospective employees for reason of age. In
addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of
U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining
to employment of persons with disabilities. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed in
whole or in part with Federal assistance provided by FTA, modified only if necessary to identify
the affected parties.
Disadvantaged Business Enterprises
49 CFR Part 26
a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,
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Participation by Disadvantaged Business Enterprises in Department of Transportation Financial
Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises
(DBE) is 10%. The agency's overall goal for DBE participation is 1.1 %.
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 OTS deems appropriate. Each
subcontract the contractor signs with a subcontractor must include the assurance in this
paragraph (see 49 CFR 26.13(b)).
The successful bidder 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 OTS. In addition, [the contractor may not hold retainage from its
subcontractors.] [is required to return any retainage payments to those subcontractors within 30
days after the subcontractor's work related to this contract is satisfactorily completed.] [is
required to return any retainage payments to those subcontractors within 30 days after
incremental acceptance of the subcontractor's work by OTS and contractor's receipt of the
partial retainage payment related to the subcontractor's work.]
e. The contractor must promptly notify the OTS, 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 OTS.
Incorporation of FTA Terms
FTA Circular 4220.1 F
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 OTS requests which would cause OTS
to be in violation of the FTA terms and conditions.
Termination Provisions
49 U.S.C. Part 18
FTA Circular 4220.1 F
(1) Termination for Convenience - The performance of work under the Contract may be
terminated by OTS in accordance with this Section in whole, or from time to time in part,
whenever OTS determines that such termination is in its best interest. Any such termination
shall be effected by delivery to the Contractor of a notice of termination specifying the extent to
which performance of work under the Contract is terminated and the date upon which such
termination becomes effective.
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(2) Termination for Default- 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 OTS may terminate this contract for default. The OTS
shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of
the default. The Contractor will only be paid the contract price for supplies delivered and
accepted, or services performed in accordance with the manner or performance set forth in this
contract.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor
was not in default, the rights and obligations of the parties shall be the same as if the termination
had been issued for the convenience of OTS.
(3) Termination by Mutual Agreement-The Contract may be terminated by mutual agreement of
the parties. Such termination shall be effective in accordance with a written agreement by the
parties. Any other act of termination shall be in accordance with the termination by convenience
or default provisions contained in these sections.
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 OTS. If it is
later determined that the bidder or proposer knowingly rendered an erroneous certification, in
addition to remedies available to the OTS, 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.
Resolution of Disputes, Breaches, or Other Litigation
49 CFR Part 18
FTA Circular 4220.1 E
Disputes arising in the performance of this Contract which are not resolved by agreement of the
parties shall be decided in writing by the authorized representative of OTS's Transportation
Director. This decision shall be final and conclusive unless within [ten (10)] days from the date of
receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the
Transportation Director. In connection with any such appeal, the Contractor shall be afforded an
opportunity to be heard and to offer evidence in support of its position. The decision of the [title
of employee] shall be binding upon the Contractor and the Contractor shall abide be the
decision.
Performance During Dispute - Unless otherwise directed by OTS, Contractor shall continue
performance under this Contract while matters in dispute are being resolved.
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Claims for Damages - Should either party to the Contract suffer injury or damage to person or
property because of any act or omission of the party or of any of his employees, agents or others
for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such
other party within a reasonable time after the first observance of such injury of damage.
Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and
other matters in question between the OTS and the Contractor arising out of or relating to this
agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court
of competent jurisdiction within the State in which the OTS is located.
Rights and Remedies - The duties and obligations imposed by the Contract Documents and the
rights and remedies available thereunder shall be in addition to and not a limitation of any duties,
obligations, rights and remedies otherwise imposed or available by law. No action or failure to
act by the OTS or Contractor shall constitute a waiver of any right or duty afforded any of them
under the Contract, nor shall any such action or failure to act constitute an approval of or
acquiescence in any breach thereunder, except as may be specifically agreed in writing.
Clean Air
42 U.S.C. 7401 et seq
40 CFR 15.61
49 CFR Part 18
(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq . The Contractor agrees to
report each violation to the Purchaser and understands and agrees that the Purchaser will, in
turn, report each violation as required to assure notification to FTA and the appropriate EPA
Regional Office.
(2) The Contractor also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
Clean Water
33 U.S.C. 1251
(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq . The
Contractor agrees to report each violation to the Purchaser and understands and agrees that the
Purchaser will, in turn, report each violation as required to assure notification to FTA and the
appropriate EPA Regional Office.
(2) The Contractor also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
Contract Work Hours & Safety Standards Act
1) Overtime requirements - No contractor or subcontractor contracting for any part of the
contract work which may require or involve the employment of laborers or mechanics shall
require or permit any such laborer or mechanic in any workweek in which he or she is employed
on such work to work in excess of forty hours in such workweek unless such laborer or
mechanic receives compensation at a rate not less than one and one-half times the basic rate of
pay for all hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the
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clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible
therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall
be liable to the United States for liquidated damages. Such liquidated damages shall be
computed with respect to each individual laborer or mechanic, including watchmen and guards,
employed in violation of the clause set forth in paragraph (1) of this section, in the sum of$10 for
each calendar day on which such individual was required or permitted to work in excess of the
standard workweek of forty hours without payment of the overtime wages required by the clause
set forth in paragraph (1) of this section.
(3) Withholding for unpaid wages and liquidated damages - The (write in the name of the
grantee) shall upon its own action or upon written request of an authorized representative of the
Department of Labor withhold or cause to be withheld, from any moneys payable on account of
work performed by the contractor or subcontractor under any such contract or any other Federal
contract with the same prime contractor, or any other federally-assisted contract subject to the
Contract Work Hours and Safety Standards Act, which is held by the same prime contractor,
such sums as may be determined to be necessary to satisfy any liabilities of such contractor or
subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in
paragraph (2) of this section.
(4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses
set forth in paragraphs (1) through (4) of this section and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The prime contractor
shall be responsible for compliance by any subcontractor or lower tier subcontractor with the
clauses set forth in paragraphs (1) through (4) of this section.
Transit Employee Protective Arrangements
49 U.S.C. § 5310, § 5311, and § 5333
29 CFR Part 215
(1) The Contractor agrees to comply with applicable transit employee protective requirements as
follows:
(a) General Transit Employee Protective Requirements - To the extent that FTA determines that
transit operations are involved, the Contractor agrees to carry out the transit operations work on
the underlying contract in compliance with terms and conditions determined by the U.S.
Secretary of Labor to be fair and equitable to protect the interests of employees employed under
this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and
U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and
conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the
FTA Recipient's project from which Federal assistance is provided to support work on the
underlying contract. The Contractor agrees to carry out that work in compliance with the
conditions stated in that U.S. DOL letter.
Charter Service Operations
The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides
that recipients and subrecipients of FTA assistance are prohibited from providing charter service
using federally funded equipment or facilities if there is at least one private charter operator
willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any
charter service provided under one of the exceptions must be "incidental," i.e., it must not
interfere with or detract from the provision of mass transportation.
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Drug and Alcohol Testing
The contractor agrees to participate in OTS's drug and alcohol program established in
compliance with 49 CFR 655.
Energy Conservation
42 U.S.C. 6321 et seq.
49 CFR Part 18
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.
Recycled Products
Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002
of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962),
including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order
12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part
247.
ADA Access
The Contractor agrees to comply with 49 U.S.C. § 5301(d), which states the Federal policy that
elderly individuals and individuals with disabilities have the same right as other individuals to use
public transportation services and facilities, and that special efforts shall be made in planning
and designing those services and facilities to implement transportation accessibility rights for
elderly individuals and individuals with disabilities. The Contractor also agrees to comply with all
applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. §
794, which prohibits discrimination on the basis of disability in the administration of programs or
activities receiving Federal financial assistance; with the Americans with Disabilities Act of 1990
(ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and
services be made available to individuals with disabilities; with the Architectural Barriers Act of
1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public
accommodations be accessible to individuals with disabilities; and with other laws and
amendments thereto pertaining to access for individuals with disabilities that may be applicable.
In addition, the Recipient agrees to comply with applicable implementing Federal regulations,
and any later amendments thereto, and agrees to follow applicable Federal implementing
directives, except to the extent FTA approves otherwise in writing. Among those regulations and
directives are:
(1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49
C.F.R. Part 37;
(2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and
Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;
(3) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB)/U.S.
DOT regulations, "Americans with Disabilities (ADA)Accessibility Specifications for
Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38;
(4) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local
Government Services," 28 C.F.R. Part 35;
(5) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public
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Accommodations and in Commercial Facilities," 28 C.F.R. Part 36;
(6) U.S. General Services Administration (U.S. GSA) regulations, "Accommodations for the
Physically Handicapped," 41 C.F.R. Subpart 101-19;
(7) U.S. EEOC, "Regulations to Implement the Equal Employment Provisions of the Americans
with Disabilities Act," 29 C.F.R. Part 1630;
(8) U.S. Federal Communications Commission regulations, "Telecommunications Relay
Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47
C.F.R. Part 64, Subpart F;
(9) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36
C.F.R. Part 1194;
(10) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part
609; and
(11) Federal civil rights and nondiscrimination directives implementing the foregoing Federal
laws and regulations, except to the extent the Federal Government determines otherwise in
writing.
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