HomeMy Public PortalAboutORD15710 BILL NO. 2017-51
SPONSORED BY COUNCILMAN Henry
ORDINANCE NO. I010
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE AN AGREEMENT WITH DOUBLEMAP, IN THE AMOUNT
OF $318,245.86 TO PROVIDE EQUIPMENT AND SERVICES RELATED TO AUTOMATIC
VEHICLE LOCATORS, AUTOMATIC VOICE ANNUNCIATORS, AND AUTOMATIC
PASSENGER COUNTERS.
WHEREAS, Doublemap has been selected as the firm best qualified to provide equipment
and services related to Automatic Vehicle Locators, Automatic Voice
Annunciators, and Automatic Passenger Counters.
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON,
MISSOURI, AS FOLLOWS:
Section 1. Doublemap is hereby approved as the best qualified firm to provide
equipment and services and its proposal is hereby accepted.
Section 2. The Mayor and City Clerk are hereby authorized to execute an agreement
with Doublemap to provide equipment and services related to Automatic Vehicle Locators,
Automatic Voice Annunciators, and Automatic Passenger Counters.
Section 3. The agreement shall be substantially the same in form and content as that
agreement attached hereto as Exhibit A.
Section 4. This Ordinance shall be in full force and effect from and after the date of its
passage and approval.
Passed:Z,4 /4- Approved: a aO
Presiding Officer Mayor Carrie Tergin
ATTEST_: APPROVED AS TO FORM:
City Cle- = _ City o selor
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CITY OF JEFFERSON
CONTRACT FOR PROFESSIONAL SERVICES
THIS CONTRACT,made and entered into this 31 day of July ,2017,by and
between the City of Jefferson, a municipal corporation of the State of Missouri,hereinafter referred to
as the "City,"with offices at 320 East McCarty,Jefferson City,Missouri, 65101,and DoubleMap,
Inc.,hereinafter referred to as the "Contractor,"with offices at 429 N.Pennsylvania Street, Suite 401,
Indianapolis,Indiana,46204.
WITNESSETH:
THAT WHEREAS,the City desires to engage the Contractor to render certain technical and
professional services for software and technical support for JEFFTRAN,hereinafter described in
Exhibit A.
WHEREAS, Contractor has made certain representations and statements to the City with
respect to the provision of such services,and the City has accepted said proposal to enter into a
contract with the Contractor for the performance of services by the Contractor.
NOW THEREFORE, for the considerations herein expressed, it is agreed by and between the
City and the Contractor as follows:
1. Scope of Services. The City agrees to engage the services of the Contractor to render
certain technical and professional services for software and technical support for Jefferson
City Transit,JEFFTRAN, and deliver and install certain equipment as hereinafter described in
Exhibit A. In the event of a conflict between this agreement and any attached exhibits,the
provisions of this agreement shall govern and prevail.
2. Term.This contract shall commence on the 31 day of July , 2017. This Agreement
will expire sixty(60)months after the City's site is available on DoubleMap's smartphone application
for download to users, at which point the subscription will be billed. Otherwise,the system will
automatically go live once seventy-five(75%) of the fleet is operating. Thereafter,this Agreement
will automatically renew for five(5) additional one-year terms unless either party notifies the other at
least sixty(60) days prior to the end of the current annual term that such party does not intend to
renew the Agreement.
3. :Additional Services. The City may add to consultant services of a similar nature to those set
forth in Exhibit A,provided that the total cost of such work does not exceed the total cost allowance
as specified in paragraph 7 hereof. The Contractor shall undertake such changed activities only upon
the direction of the City. All such directives and changes shall be in written form and approved by
the Director of Public Works and shall be accepted and countersigned by the Contractor or its agreed
representatives. Should The City add to the number of their fleet or add additional products/services,
a new pricing exhibit-will be issued through a Change Order Addendum and added to the terms of
this Agreement. The addendum must be signed by both parties in order to take effect.
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4. Existing Data. All information, data and reports as are existing, available and necessary for
the carrying out of the work, shall be furnished to the Contractor without charge by the City,and the
City shall cooperate with the Contractor in every reasonable way in carrying out the scope of
services. The Contractor shall not be liable for the accuracy of the information furnished by the City.
5. Personnel to be Provided. The Contractor represents that Contractor has or will secure at its
expense all personnel required to perform the services called for under this contract by the
Contractor. Such personnel shall not be employees of or have any contractual relationship with the
City,except as employees of the Contractor.All of the services required hereunder will be performed
by the Contractor or under the Contractor's direct supervision, and all personnel engaged in the work
shall be fully qualified and shall be authorized under state and local law to perform such services.
None of the work or services covered by this contract shall be subcontracted, except as provided in
Exhibit A,without the written approval of the City.
6. Notice to Proceed. The services of the Contractor shall commence as directed in the Notice to
Proceed, and shall be undertaken and completed in accordance with the schedule contained in Exhibit
A.
7. Compensation. The total amount for professional services rendered under this shall not
exceed Three Hundred Eighteen Thousand Two Hundred Forty-Five Dollars and Eighty-Six Cents
($318,245.86) for all contractor services unless a Change Order addendum is signed by both parties.
Payment of such compensation be made as provided in this paragraph,upon Contractor invoicing the
City upon applicable milestones:
Milestone Amount Percentage
Due within 30 days of receipt of first invoice after contract
signing $111,386.05 35°/
Due at delivery of all products and services $159,122.93 50°/
ue at system acceptance 1 $47,736.88 150/
ontract total 1 $318,245.861 100%
8. Failure to Perform. Cancellation. If,through any cause,the Contractor shall fail to fulfill in
timely and proper manner its obligations under this contract,or if the Contractor shall violate any of
the covenants, agreements,or stipulations of this contract,the City shall thereupon have the right to
terminate this contract by giving written notice to the Contractor of such termination and specifying
the effective date thereof, at least thirty(30) days before the effective day of such termination,
provided,the City.may terminate for cause immediately if such termination is necessary to preserve
the public health and safety,which shall be stated in such notice of termination. The Contractor may
with cause terminate this contract upon 30 days prior written notice. In the event of termination for
cause, all finished or unfinished documents, data, studies, surveys, drawings,maps,models,
photographs, and reports pr other materials prepared by the Contractor under this contract shall, at the
option of the City,become its property, and the compensation for any satisfactory work completed on
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such documents and other materials shall be determined. Notwithstanding the above,the Contractor
shall not be relieved of liability to the City for damages sustained by the City by virtue of any such
breach of contract by the Contractor.
9. Assignment. The Contractor shall not assign any interest in this contract, and shall not
transfer any interest in the same(whether by assignment or novation),without prior written consent
of the City thereto. Any such assignment is expressly subject to all rights and remedies of the City
under this agreement, including the right to change or delete activities from the contract or to
terminate the same as provided herein, and no such assignment shall require the City to give any
notice to any such assignee of any actions which the City may take under this agreement,.though City
will attempt to so notify any such assignee.
10. Confidentiality. Any reports, data or similar information given to or prepared or assembled by
the Contractor under this contract which the City requests to be kept as confidential shall not be made
available to any individual or organization by the Contractor without prior written approval of the
City.
11. Nondiscrimination. The Contractor agrees in the performance of the contract not to
discriminate on the grounds of race, creed, color,national origin or ancestry, sex,religion,handicap,
age or political affiliation, against any employee of Contractor or applicant for employment, and shall
include a similar provision in all subcontracts let or awarded hereunder.
12. Independent Contractor. The Contractor is an independent contractor and nothing herein
shall constitute or designate the Contractor or any of its employees as agents or employees of the
City.
13. Benefits not Available. The Contractor shall not be entitled to any of the benefits
established for the employees of the City and shall not be covered by the Workmen's Compensation
Program of the City.
14. Liabili1y. The parties mutually agree to the following:
a. In no event shall the City be liable to the Contractor for special, indirect, or
consequential damages, except those directly or approximately caused by the City
arising out of or in any way connected with this contract.
b. The Contractor shall indemnify and hold the City harmless from and against all
claims, losses and liabilities arising out of personal injuries, including death, and
damages to property to the extent caused by any negligent act or omission ori the part
of the Contractor related to the services performed under this contract.
15. Insurance. Contractor shall provide, at its sole expense, and maintain during the term of this
agreement commercial general liability insurance with a reputable, qualified, and financially sound
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company licensed to do business in the State of Missouri, andunless otherwise approved by the City,
with a rating by Best of not less than"A,"that shall protect the Contractor,the City, and the City's
officials, officers, and employees from claims which may arise from operations under this agreement,
whether such operations are by the Contractor,its officers, directors, employees and agents, or any
subcontractors of Contractor.This liability insurance shall include,but shall not be limited to,
protection against claims arising from bodily and personal injury and damage to property,resulting
from all Contractor operations,products, services or use of automobiles, or construction equipment at
a limit of$500,000 Each Occurrence, $3,000,000 Annual Aggregate;provided that nothing herein
shall be deemed a waiver of the City's sovereign immunity. An endorsement shall be provided which
states that the City is named as an additional insured and stating that the policy shall not be cancelled
or materially modified so as to be out of compliance with the requirements of this section, or not
renewed without 30 days advance written notice of such event being given to the City.
16. Documents. Reproducible copies of tracings and maps prepared or obtained under the terms
of this contract shall be delivered upon request to and become the property of the City upon
termination or completion of work. Copies of basic survey notes and sketches, charts, computations
and other data prepared or obtained under this contract shall be made available,upon request,to the
City without restrictions or limitations on their use. When such copies are requested,the City agrees
to pay the Contractor its costs of copying and delivering same.
17. Nonsolicitation. The Contractor warrants that they had not employed or retained any
company or person, other than a bona fide employee working solely for the Contractor,to solicit or
secure this contract, and that they have not paid or agreed to pay any company or person, other than a
bona fide employee working solely for the Contractor,any fee,commission,percentage,brokerage
fee, gifts, or any other consideration, contingent upon or resulting from the award or malting of this
contract. For breach or violation of this warranty,the City shall have the right to annul this contract
without liability,or,in its discretion,to deduct from the contract price or consideration, or otherwise
recover the full amount of such fee,commission,percentage,brokerage fee, gifts, or contingent fee.
18. Books and Records. The'Contractor and all subcontractors shall maintain all books,
documents,papers,accounting records and other evidence pertaining to costs incurred in connection
with this contract, and shall make such materials available at their respective offices at all reasonable
times during the contract and for a period of three(3)years following completion of the contract.
19. Delays. That the Contractor shall not be liable for delays resulting from causes beyond the
reasonable control of the Contractor;that the Contractor has made no warranties, expressed or
implied,which are not expressly set forth in this contract; and that under no circumstances will the
Contractor be liable for indirect or consequential damages.
20. Illegal Immigration.
Prior to commencement of the work:
a. Contractor shall,by sworn affidavit and provision of documentation, affirm its
enrollment and participation in a federal work authorization program with respect to
the employees working in connection with the contracted services.
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b. Contractor shall sign an affidavit affirming that it does not knowingly employ any
person who is an unauthorized alien in connection with the contracted services.
C. If Contractor is a sole proprietorship,partnership, or limited partnership, Contractor
shall provide proof of citizenship or lawful presence of the owner prior to issuance of
the Notice to Proceed.
21. Notices. All notices required or permitted hereinunder and required to be in writing may be
given by first class mail addressed to the Department of Public Works, 320 East McCarty,Jefferson
City,Missouri, 65 101, and DoubleMap,Inc.,429 N.Pennsylvania Street, Suite 401,Indianapolis,
Indiana,46204.The date and delivery of any notice shall be the date falling on the second full day
after the day of its mailing.
22. Federally Mandated Terms. The federally mandated terms set forth on Exhibit B, attached
hereto, are incorporated herein,
23. Nature of City's Obligations. All obligations of the City under this Agreement which require
the expenditure of funds,and conditional upon the availability of funds budgeted and appropriated for
that purpose.
CITY OF JEFFERSON,MISSOURI DOUBLEMAP,INC.
Carrie'Tergin;Mayor Title: Ilya Rekhter, CEO
ATTEST i. '- ATTEST:
Title:
' APPROVED AS-T-0 FORM:
City ou elor
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EXHIBIT A
jDDioubleMAP
429 North Pennsylvania Street,Suite 401 Date, 5118!2017
Indianapolis,IN 46204 To: JEFFTRAN
*Prices will remain firm for 60 days Jefferson City,MO
Required/Optional Year Year Year Year Years Total
Required AVL $94,384.62 $8,599.91 $8,599.91 $8,599.91 $8,599.91 $128 784.26
Required APC $37,600.89 $1,308.31 $1,308.31 $1,308.31 $1,308.31 $42,834.13
Optional DPC $1,765.11 $589.00 $589.00 $589.00 $589.00 $4,121.11
Required AVA $33,126.78 $2,142.48 $2,142.48 $2,142.48 $2,142.48 $41,696.70
Optional Bus Location Kiosk Outdoor LED $18,014.32 $952.32 $952.32 $952.32 $952.32 $21,823.60
Optional SMS $2,754.02 $2,036.73 $2,036.73 $2,036.73 $2,036.73 $10,900.94
Optional GTFS $2,578.94 $374.74 $374.74 $374.74 $374.74 $4,077.90
Optional Pre-Trip/Post Trip $2,756.62 $977.87 $977.87 $977.87 $977.87 $6,668.10
Optional Kiosk mode subscription $589.00 $589.00 $589.00 $589.00 $589.00 $2,945.00
Optional Headsign/Destination Sign Integration $9,955.69 $880.81 $880.81 $880.81 $880.81 $13,478.93
Required Technical Support $2,149.98 $2,149.98 $2,149.98 $2,149.98 $2,149.98 $10,749.90
Required Warranty Included $3,631.06 $3,631.06 $3,631.06 $3,631.06 $14,524.24
`In-Vehicle LED $14,792.21 $212.21 $212.21 $212.21 $212.21 $15,641.05
Total $220,468.18 $24,444.42 1 $24,444.42 $24,444.42 $24,444.42 $318,245.86
Signature: ` =�—'~ Date: 5/1812017
EXHIBIT B
FEDERALLY MANDATED TERMS
1. COMPLIANCE WITH GRANT REQUIREMENTS. The Parties agree that grant funds from the
United States Department of Transportation (hereinafter, "FTA") are being used for this purchase.
CONTRACTOR shall comply with all conditions and requirements of the Grant, including, but not
limited to those set forth herein. CONTRACTOR shall include in contracts with subcontractors
provisions that require subcontractors to comply with the requirements of this section.
a. 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 Agreement between the City and FTA (FTA MA (18) dated October 1,
2011 ), 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.
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b. CIVIL RIGHTS.
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 regulations that the Federal Transit Administration (FTA) may issue.
2. Equal Employment Opportunity. The following equal employment opportunity
requirements apply to this Contract:
i. Race, Color, Creed, National Origin or Sex. In accordance with Title VII of the
Civil Rights Act, as amended, 42. U.S.C. §2000e, et seq., and Federal transit
laws at 49 U S.C. §5332, the Contractor agrees to comply with all applicable
equal opportunity requirements of the 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 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.
ii. 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.
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EXHIBIT B .
iii. 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.
iv. ADA Access Requirements. In accordance with section 102 of the Americans
with Disabilities Act, as amended, 42 U.S.C. §'12112 and section 504 of the
Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Contractor agrees
that it will comply with the requirements of U.S. Department of Transportation
regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49
CFR Part 37, and U.S. Department of Transportation regulations, "Americans
with Disabilities Accessibility Specifications for Transportation Vehicles," 36 CFR
Part 1192 and 49 CFR Part 38, pertaining,to facilities and equipment to be used
in public transportation. In addition, the Contractor agrees to comply with the
requirements of 49 U.S.C. §5301 (d)which expresses the Federal policy that the
elderly and persons with disabilities have the same right as other persons to use
mass 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 persons and persons with disabilities.
CONTRACTOR shall make the services, programs, and activities governed by
this Agreement accessible to the disabled as required by the Americans with
Disabilities Act and its implementing regulations.
c. DEBARMENT AND SUSPENSION CERTIFICATION. The Contractor, its principals and
any affiliates, shall certify that it is not included in the "U.S General Services
Administration's List of Parties Excluded from Federal Procurement or Non-procurement
Programs," as defined at,49 CFR Part 29, Subpart C The Contractor agrees to refrain
from awarding any subcontract of any'amount (at any tier) to a debarred or suspended
subcontractor, and to obtain a similar certification from -any subcontractor (at any tier)
seeking a contract exceeding $25,000. The Contractor agrees to provide the City a copy
of each conditioned debarment or suspension certification provided by a prospective
subcontractor at any tier, and to refrain from awarding a subcontract with any party that
has submitted a conditioned debarment or suspension certification until FTA approval is
obtained. Contractor also agrees to comply with any implementing requirements FTA
may issue.
d. DISADVANTAGED BUSINESS ENTERPRISE (DBE). 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. CONTRACTOR shall meet or exceed the DBE goals set forth
Exhibit A. 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 deems appropriate. Each subcontract the CONTRACTOR
signs with a subcontractor must include the assurance in this paragraph (see 49 C.F.R.
26.13(b)). CONTRACTOR shall be required to report its DBE participation obtained
through race-neutral means throughout the Term. 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 CITY. CONTRACTOR must promptly notify CITY whenever a DBE
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EXHIBIT B
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. CONTRACTOR may not terminate any DBE
subcontractor and perform that work through its own forces or those of an affiliate without
the prior written consent of CITY.
e DISCLAIMER OF FEDERAL GOVERNMENT OBLIGATIONS OR LIABILITY
CONTRACTOR, and any subcontractors acknowledge and agree that, notwithstanding
any concurrence by the Federal Government in or approval of the solicitation or award of
this 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 CONTRACTOR, or any other party (whether or not a party to this
Contract) pertaining to any matter resulting from this Contract. It is further agreed that the
clause shall be included in each subcontract and shall not be modified, except to identify
the subcontractor who will be subject to its provision.
f. ENVIRONMENTAL REGULATIONS.
1. Clean Air. 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. CONTRACTOR agrees to report, and to require each subcontractor at every tier
receiving more than $100,000 from this Contract to report any violation of these
requirements resulting from any project implementation activity to CITY. CITY will in
turn, report each violation as required to assure notification to FTA and the
appropriate U.S. EPA Regional Office
2. Clean Water. 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.0 § 1251 et seq. CONTRACTOR agrees to report, and requires
each subcontractor at every tier receiving more than $100,000 from this Contract to
report any violation of these requirements resulting from any project implementation
activity to the CITY. CONTRACTOR understands that the CITY will in turn, report
each violation as required to assure notification to FTA and the appropriate U.S. EPA
Regional Office.
3. Energy Conservation 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.
4 Recovered Materials/Recycle Products. CONTRACTOR agrees to comply with all the
requirements of Section 60002 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.
g. FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS.
CONTRACTOR acknowledges that the provisions of the Program Fraud Civil Remedies
Act of 1986, as amended, 31 U.S.0 § 3801 et seq. and U.S DOT regulations, "Program
Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to the Project.
Upon execution of the Contract, CONTRACTOR certifies and affirms the truthfulness and
accuracy of any statement it has made, it makes, or may make pertaining to the project
covered under this Contract. In addition to other penalties that may be applicable,
CONTRACTOR further acknowledges that if it makes 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
CONTRACTOR to the extent the Federal Government deems appropriate.
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EXH161T B
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 in connection with this Contract, the Government reserves the right to
impose on the Contractor the penalties of 18 U S.0 § 1001 and 49 U S.0 § 5307(n) (1),
to the extent the Federal Government deems appropriate. CONTRACTOR agrees to
include these clauses in each subcontract, and it is further agreed that the clauses shall
not be modified, except to identify the subcontractor who will be subject to the provisions.
h. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION TERMS The provisions
in this Contract include certain standard terms and conditions required by the U.S.
Department of Transportation (DOT), whether or not expressly set forth All contractual
provisions required by DOT, as set forth in FTA Circular 4220.1 E or any revision thereto,
are hereby,incorporated by reference. Anything to the contrary herein notwithstanding
and to the extent allowed by law, all FTA mandated terms shall be deemed to control in
the event of a conflict with other provisions contained in the Contract. CONTRACTOR
shall not perform any act, fail to perform any act, or refuse to comply with any the CITY
requests that would cause the CITY to be in violation of the FTA terms and conditions.
i. LOBBYING RESTRICTIONS. CONTRACTOR is bound by any certification contained in
its offer to the CITY regarding the use of federal'or non-federal funds to influence, or
attempt to influence any federal officer or employee regarding the award, execution,
continuation, or any similar action of any federal grant or other activities as defined in 31
U.S.C. 1352, and 49 CFR Part 20. CONTRACTOR agrees to comply with this
requirement throughout the term of the Contract. CONTRACTOR shall obtain the same
certification -and disclosure required by the LOBBYING RESTRICTIONS from each
subcontractor and shall file the required certifications and disclosures with the CITY.
j. NATIONAL INTELLIGENT TRANSPORTATION SYSTEMS ARCHITECTURE AND
STANDARDS. CONTRACTOR agrees to conform, to the extent applicable, to the
National Intelligent Transportation Systems (ITS)Architecture and Standards as required
by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and CONTRACTOR agrees to comply
with FTA Notice, "FTA National ITS Architecture Policy on Transit Projects" 66 Fed Reg
1455, January 8, 2001, and any further implementing directives, except to the extent FTA
determines otherwise in writing.
k. PRIVACY ACT REQUIREMENTS. CONTRACTOR agrees to comply with, and assures
the compliance of its employees and subcontractors with the information restrictions and
other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552. Among other
things, CONTRACTOR agrees to obtain the express consent of the CITY and/or the
Federal Government before the CONTRACTOR or its employees operate a system of
records on behalf of the CITY or Federal Government. CONTRACTOR understands that
the requirements of the Privacy Act, including the civil and criminal penalties for violation
of that Act, apply to all individuals involved, and that failure to comply with the terms of
the Privacy Act may result in termination of the underlying Agreement. CONTRACTOR
agrees that strict privacy will be maintained in the collection, storage, use, transfer,
access to and/or security of information protected by the Privacy Act. CONTRACTOR
agrees to protect such information, and to limit the use of the information to that required
by the contract.
I. RECORD RETENTION AND ACCESS. CONTRACTOR agrees that, during the course of
this Agreement and any extensions thereof, and for three years thereafter, it will maintain
intact and readily accessible all data, documents, reports, records, contracts, and
supporting materials relating to this Contract. In the event of litigation or settlement of
claims arising from the performance of this Contract, CONTRACT shall maintain same
until such litigation, appeals, claims or exceptions related thereto have been disposed of.
CONTRACTOR shall permit the CITY, the Secretary of Transportation; the FTA
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' EXHIBIT B
Administrator, the Comptroller General of the United States, and, the CITY to inspect all
work, materials, sites, payrolls, and other data and records, and to audit the books,
records, and accounts of CONTRACTOR relating to its performance under this Contract.
CONTRACTOR shall permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
m. SEAT BELT USE POLICY. CONTRACTOR agrees to comply with terms of Executive
Order No. 13043 "Increasing Seat Belt Use in the United States."
n. TEXTING WHILE DRIVING AND DISTRACTED DRIVING Consistent with Executive
Order No. 13513, "Federal Leadership on Reducing Text Messaging While 'Driving,"
October 1, 2009, 23 U.S.C. Section 402 note, and DOT Order 3902.10, "Text Messaging
While Driving," December 30, 2009, CONTRACTOR agrees to promote policies and
initiatives for its employees and other personnel that adopt and promote safety policies to
decrease crashes by distracted drivers, including policies to ban text messaging while
driving, and to encourage each subcontractor to do the same.
o. BUY AMERICA. CONTRACTOR shall comply with 49 U.S.C. §53230), and 49 CFR. Part
661, which provide that federal funds may not be obligated unless steel, iron, and
manufactured products used in FTA-funded projects are produced in the United States,
unless a waiver has been granted by FTA or the product is subject to a general waiver.
General waivers are listed in 49 CFR 661.7 and include final assembly in the United
States for 15 passenger vans and 15 passenger wagons produced by Chrysler
Corporation, microcomputer equipment & software. Separate requirements ,for rolling
stock are set out at 53230) (2) (C) and 49 CFR Part 661.11. Rolling stock not subject to a
general waiver must be manufactured in the United States and have a 60 percent
domestic content.
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