HomeMy WebLinkAboutresolution.council.076-25RESOLUTION 4076
(Series of 2025)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A PROCUREMENT AGREEMENT BETWEEN
THE CITY OF ASPEN AND GILLIG LLC FOR THE PURCHASE OF ONE
BATTERY ELECTRIC BUS.
WHEREAS, Aspen City Council goals include "Improve and expand our
efficient, multi -modal, and integrated transportation system to reduce vehicle miles traveled
(VMT) and air pollution," and;
WHEREAS, as a member of the Roaring Fork Transportation Authority Board of
Director, Aspen City Council approved a Zero Emission Vehicle Plan aimed at replacing diesel
buses with battery electric buses; and,
WHEREAS the agreement between the City of Aspen and GILLIG LLC for the
purchase of one battery electric bus is annexed hereto and made a part hereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves the purchasing agreement
between the City of Aspen and GILLIG LLC copies of which are annexed hereto and incorporated
herein and does hereby authorize the City Manager of the City of Aspen to execute said purchasing
agreement on behalf of the City of Aspen.
RESOLVED, APPROVED, AND ADOPTED FINALLY this 27th day of May, 2025.
ATTEST:
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held on the day herein above stated.
G
Nicole Henning, City,jlerk
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CITY OF ASPEN STANDARD FORM OF AGREEMENT
SUPPLY PROCUREMENT
City of Aspen Contract No.: 2025-209 SP 1410886
AGREEMENT made the 13th day of May, 2025.
BETWEEN the City:
The City of Aspen
427 Rio Grande Place
Aspen, Colorado 81611
Phone: (970) 920-5079
And the Professional:
Gillig LLC
451 DISCOVERY DRIVE
LIVERMORE, CA 94551
US
5102645000
Bill.fay@gillig.com
For the Following Project:
Electric Bus
Contract Amount:
Total: $ 1,250,498.00
If this Agreement requires the City to pay
an amount of money in excess of
$100,000.00 it shall not be deemed valid
until it has been approved by the City
Council of the City of Aspen.
City Council Approval:
Date: May 2025
Resolution No.: 2 0 2 5— 0 7 6
Exhibits appended and made a part of this Agreement:
Exhibit A: List of supplies, equipment, or materials to be purchased
-Aspen-City, CO (1) 35 Electric Pre Award Sales
-BETA Contract 23-022
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The City and Vendor agree as set forth below.
1. Purchase. Vendor agrees to sell and City agrees to purchase the items on Exhibit A
appended hereto and by this reference incorporated herein as if fully set forth here for
the sum set forth hereinabove.
2. Delivery. (FOB 24 months
[Delivery Address]
3. Contract Documents. This Agreement shall include all Contract Documents as the
same are listed in the Invitation to Bid and said Contract Document are hereby made a
part of this Agreement as if fully set out at length herein.
4. Warranties. as in RFTA contract No: 23-022
5. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to
the benefit of and be binding upon the City and the Vendor respectively and their
agents, representatives, employee, successors, assigns and legal representatives.
Neither the City nor the Vendor shall have the right to assign, transfer or sublet its
interest or obligations hereunder without the written consent of the other party.
6. Third Parties. This Agreement does not and shall not be deemed or construed to confer
upon or grant to any third party or parties, except to parties to whom Vendor or City
may assign this Agreement in accordance with the specific written permission, any
right to claim damages or to bring any suit, action or other proceeding against either
the City or Vendor because of any breach hereof or because of any of the terms,
covenants, agreements or conditions herein contained.
7. Waivers. No waiver of default by either party of any of the terms, covenants or
conditions hereof to be performed, kept and observed by the other party shall be
construed, or operate as, a waiver of any subsequent default of any of the terms,
covenants or conditions herein contained, to be performed, kept and observed by the
other party.
8. Agreement Made in Colorado. The parties agree that this Agreement was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is
agreed to be exclusively in the courts of Pitkin County, Colorado.
9. Attorneys Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to its costs and
reasonable attorney's fees.
10. Waiver of Presumption. This Agreement was negotiated and reviewed through the
mutual efforts of the parties hereto and the parties agree that no construction shall be
made or presumption shall arise for or against either party based on any alleged unequal
status of the parties in the negotiation, review or drafting of the Agreement.
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11.
12.
cation
ent. SUSUensi
ility, and Vo
Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it nor its
principals is presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from participation in any transaction with a Federal
or State department or agency. It further certifies that prior to submitting its Bid that it
did include this clause without modification in all lower tier transactions, solicitations,
proposals, contracts and subcontracts. In the event that Vendor or any lower tier
participant was unable to certify to the statement, an explanation was attached to the
Bid and was determined by the City to be satisfactory to the City.
ties
inst
in;;ent Fees, GratuitiesiKic
l Conflicts of In
(A) Vendor warrants that no person or selling agency has been employed or retained to solicit
or secure this Contract upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee, excepting bona fide employees or bona fide established
commercial or selling agencies maintained by the Vendor for the purpose of securing
business.
(B) Vendor agrees not to give any employee of the City a gratuity or any offer of employment
in connection with any decision, approval, disapproval, recommendation, preparation of
any part of a program requirement or a purchase request, influencing the content of any
specification or procurement standard, rendering advice, investigation, auditing, or in any
other advisory capacity in any proceeding or application, request for ruling, determination,
claim or controversy, or other particular matter, pertaining to this Agreement, or to any
solicitation or proposal therefore.
(C) Vendor represents that no official, officer, employee or representative of the City during
the term of this Agreement has or one (1) year thereafter shall have any interest, direct or
indirect, in this Agreement or the proceeds thereof, except those that may have been
disclosed at the time City Council approved the execution of this Agreement.
(D) In addition to other remedies it may have for breach of the prohibitions against contingent
fees, gratuities, kickbacks and conflict of interest, the City shall have the right to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a vendor, contractor or
subcontractor under City contracts;
3. ideration, or otherwise recover, the value of
Deduct from the contract price or cons
anything transferred or received by the Vendor; and
4. Recover such value from the offending parties.
13. Termination for Default or for Convenience of City. The sale contemplated by this
Agreement may be canceled by the City prior to acceptance by the City whenever for
any reason and in its sole discretion the City shall determine that such cancellation is
in its best interests and convenience.
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14. Fund Availability. Financial obligations of the City payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. If this Agreement contemplates the City using state or federal funds
to meet its obligations herein, this Agreement shall be contingent upon the availability
of those funds for payment pursuant to the terms of this Agreement. If tariffs or other
similar measures are implemented subsequent to the execution of this contract for
which Vendor has no control of, such change in conditions shall warrant an adjustment
D9 to the purchase price via Change Order to the extent such impact can be reasonably
demonstrated. If such change results in an increase in the purchase price of more than
10%, the City may cancel this contract without liability.
15. City Council Approval. If this Agreement requires the City to pay an amount of money
in excess of $100,000.00 it shall not be deemed valid until it has been approved by the
City Council of the City of Aspen.
16. Non -Discrimination. No discrimination because of race, color, creed, sex, marital
status, affectional or sexual orientation, family responsibility, national origin, ancestry,
handicap, or religion shall be made in the employment of persons to perform under this
Agreement. Vendor agrees to meet all of the requirements of City's municipal code,
section 13-98, pertaining to nondiscrimination in employment. Vendor further agrees
to comply with the letter and the spirit of the Colorado Antidiscrimination Act of 1957,
as amended and other applicable state and federal laws respecting discrimination and
unfair employment practices.
Any business that enters into a contract for goods or services with the City of Aspen or any of its
boards, agencies, or departments shall:
(a) Implement an employment nondiscrimination policy prohibiting discrimination in
hiring, discharging, promoting or demoting, matters of compensation, or any other
employment -related decision or benefit on account of actual or perceived race,
color, religion, national origin, gender, physical or mental disability, age, military
status, sexual orientation, gender identity, gender expression, or marital or
familial status.
(b) Not discriminate in the performance of the contract on account of actual or
perceived race, color, religion, national origin, gender, physical or mental
disability, age, military status, sexual orientation, gender identity, gender
expression, or marital or familial status.
(c) Incorporate the foregoing provisions in all subcontracts hereunder.
17.Inte�ration and Modification. This written Agreement along with all Contract
Documents shall constitute the contract between the parties and supersedes or
incorporates any prior written and oral agreements of the parties. In addition, vendor
understands that no City official or employee, other than the Mayor and City Council
acting as a body at a council meeting, has authority to enter into an Agreement or to
modify the terms of the Agreement on behalf of the City. Any such Agreement or
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modification to this Agreement must be in writing and be executed by the parties
hereto.
18. Authorized Representative. The undersigned representative of Vendor, as an
inducement to the City to execute this Agreement, represents that he/she is an
authorized representative of Vendor for the purposes of executing this Agreement and
that he/she has full and complete authority to enter into this Agreement for the terms
and conditions specified herein.
19. The Professional in performing the Services hereunder must comply with all
applicable provisions of Colorado laws for persons with disability, including the
provisions of §§24-85401, et seq., C.R.S., and the Rules Establishing Technology
Accessibility Standards, as established by the Office Of Information Technology
pursuant to Section §2445- 103(2.5) and found at 8 CCR 150141. Services rendered
hereunder that use information and communication technology, as the term is defined
in Colorado law, including but not limited to websites, applications, software, videos,
and electronic documents must also comply with the latest version of Level AA of the
Web Content Accessibility Guidelines (WCAG), currently version 2.1. To confirm
that the information and communication technology used, created, developed, or
procured in connection with the Services hereunder meets these standards, Professional
may be required to demonstrate compliance. The Professional shall indemnify the
CITY pursuant to the Indemnification section above in relation to the Professional's
failure to comply with §§24-85401, et seq., C.R.S., or the Technology Accessibility
Standards for Individuals with a Disability as established by the Office of Information
Technology pursuant to Section §24-85403(2.5).Electronic Signatures and Electronic
Records This Agreement and any amendments hereto may be executed in several
counterparts, each of which shall be deemed an original, and all of which together shall
constitute one agreement binding on the Parties, notwithstanding the possible event that
all Parties may not have signed the same counterpart. Furthermore, each Party consents
ither Party. The Scope of Work, and any other
to the use of electronic signatures by e
documents requiring a signature hereunder, may be signed electronically in the manner
agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability
of the Agreement solely because it is in electronic form or because an electronic record
was used in its formation. The Parties agree not to object to the admissibility of the
Agreement in the form of an electronic record, or a paper copy of an electronic
documents, or a paper copy of a document bearing an electronic signature, on the
ground that it is an electronic record or electronic signature or that it is not in its original
form or is not an original.
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IN WITNESS WHEREOF,
be duly executed the day
considered as the original.
The City and the Vendor, respectively have caused this Agreement to
nd year first herein, of which, to all intents and purposes, shall be
FOR THE CITY OF ASPEN:
By:
Signed by:
5/28/2025 � 2:37:59 PM MDT
Date
DocuSigned by:
Yuri
32737E149ED5457.4.
City Attorney's Office
SUPPLIER:
By:
DocuSlgned by:
William F Fay Jr
Vice President, sales
Title
5/16/2025 � 11:57:12 AM PDT
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M ay 6, 2025
Tammy Sommerfield
Director of Procurement
RFTA/Aspen CO
1517 Blake Ave
Glenwood Springs CO 81601
Dear Tammy,
Thank you for your interest in purchasing (1) 40' Battery Electric Low Floor Buses by utilizing the RFTA/Aspen
Contract # 23-022.
Attached you will find the price variance/price summarythat would pertain to your order.
(1) 35' BATTERY ELECTRIC LOW FLOOR BUS
$1,250,498.00 each
This price is valid for 90 days and is FOB Aspen CO. Prices exclude any taxes and license fees. The production
start date of this order will begin within 18 — 20 months from receipt of purchase order.
The current Administration has recently placed substantial tariffs on goods imported into the United States, and
there have been indications that additional or different tariffs may be imposed. Although we are actively working
with our suppliers to determine the financial impact these tariffs may ultimately have on our material and
production costs, we believe in some cases (bus configuration) it will add a significant cost to the bus price which
GILLIG is unable to absorb. As a valued partner, you have our commitment and assurance that we will do
everything possible to minimize the impact as we navigate this developing situation. However, contact
modifications and price adjustments will likely be necessary to offset any cost increases due to these tariffs.
We thank you for this opportunity and appreciate your interest in GILLIG and our products. We at GILLIG look
forward to building another order for RFTA/Aspen CO and in so doing, continuing to build our lasting partnership.
Working together, GILLIG is confident we can manage the tariff situation and continue to build and deliver the
best transit buses in the industry along with the highest level of customer satisfaction.
Should you have any questions, please do not hesitate to contact meat (510) 303-0202.
Sincerely,
Joe Saldana
Regional Sales Manager
451 DISCOVERY DRIVE, LIVERMORE, CA 94551 � WWW.GILLIG.COM � 510.264.5000
CONTRACT BETWEEN THE ROARING FORK TRANSPORTATION AUTHORITY
AND GILLIG LLC FOR THE PURCHASE OF TRANSIT BUSES
RFTA CONTRACT 11 0.23-022
This Contract is made and entered into this 25th day of May, 2024 ("Effective Date")
between the ROARING FORK TRANSPORTATION AUTHORITY (RFTA), a regional
transportation authority created pursuant to Section 43-4-601. et. seq., C.R.S., as amended and,
GILLIG LLC, (Contractor) a corporation organized pursuant to the laws of the State of California.
RFTA and CONTRACTOR may hereinafter from time to time be referred to as "Party" or
"Parties."
WHEREAS, RFTA desires to enter into a Contract with CONTRACTOR for the purchase
of Transit Buses as described in Section 6 —Technical Specifications (Exhibit A and "Section 6"),
fully conformed of RFTA Solicitation No. 23-022 ("the solicitation") and incorporated herein by
reference "Goods and Services" or the "Work"); and
WHEREAS, RFTA is the lead for the purpose of a coordinated purchase of large,
accessible transit buses to be used by RFTA and participating agencies; and
WHEREAS, and the following are current participants: RFTA, City of Glenwood Springs,
City of Aspen, and Town of Snowmass Village (each agency will be individually referred to as
"Participating Agency" and collectively the "Participating Agencies"); and
WHEREAS, CONTRACTOR understands and agrees that Participating Agency who
makes a purchase with the CONTRACTOR to furnish any or all of the units therein, shall
constitute a contract between the CONTRACTOR and that Participating Agency only, and
implies no duties or responsibilities on the part of RFTA, the Colorado Department of
Transportation (CDOT), or the Federal Transit Authority (FTA). The terms and conditions of
said Contract are to be administered and enforced by and between the Participating Agency
and the CONTRACTOR.
WHEREAS, the Participating Agency is responsible for: providing the manufacturer or
dealer (if one is identified) with the properly completed forms and order information;
resolution of issues relating to delay delivery damages, late payment penalties, etc.,
conducting production line and/or dealer inspections; and adhering to the terms and conditions
regarding Final Acceptance and Terms of Payment as stated in the Purchasing Agreement and
Contract.
WHEREAS, the CONTRACTOR has represented to RFTA and participating agencies
that it is sufficiently qualified and experienced to provide those Goods and Services described in
Section 6 of the solicitation and RFTA has relied on such representations; and
WHEREAS, sufficient authority exists in RFTA's rules and regulations and state statute,
sufficient funds have been budgeted for these purposes and are available, and other necessary
approvals have been obtained.
Contract 23-022 Transit Buses Gillig LLC 1
Local/Grant/Lease RH 11115
NOW, THEREFORE, in consideration of the mutual understandings and agreements set forth,
RFTA and the Contractor agree as follows:
ARTICLE I —TECHNICAL SPECIFICATIONS
The required Goods and Services are as enumerated and described RFTA Solicitation 23422,
which document is referenced and incorporated as if fully set out herein. RFTA originally
expressed interest in purchasing up to forty-four (44) buses within the Contract Term. Due to
specific size and propulsion types that are not available to purchase from Gillig, RFTA has
identified up to twenty-seven (27) buses that Gillig is able to manufacturer. All vehicles beyond
2025 deliveries shall be considered options.
Delivery
Year
35' BEB
40' BEB
30' Diesel
Total
2024
0
2025
2
10
12
2026
1
1
2027
10
2
12
2028
22
277
RFTA and participating agencies reserve the right to decrease the number of buses to be purchased
throughout the Contract term based on funding availability. RFTA farther reserves the right to
change the size and/or propulsion type of buses purchased under this Contract.
ARTICLE 2 —COMPENSATION AND PAYMENT
The terms for compensation and payment are set forth in Exhibit B —Compensation and Method
of Payment, attached hereto and incorporated as if fully set out herein.
Notwithstanding anything to the contrary contained in this Contract, no charges shall be made to
RFTA nor shall "JULy payment be made to the CONTRACTOR in excess of the amount for any
work done without written approval in accordance with a budget adopted by the RFTA Board of
Directors in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties
agree that RFTA is a public entity and that all obligations beyond the current fiscal year are subject
to funds being budgeted and appropriated.
The base vehicle price in this Contract is a firm, fixed -price contract with economic price
adjustments as detailed in Article 3 Economic Adjustment.
ARTICLE 3 —ECONOMIC ADJUSTMENT
Beginning twelve (12) months after the effective date of this Contract and for every annual
anniversary thereafter, the prices set forth in Exhibit B shall be adjusted, based upon the percent
changes (whether up or down) in the United States Department of Labor, Bureau of Labor and
Statistics (BLS) indices described below, for the most recent year.
The Index is the Producer Price Index for Truck and Bus Bodies, Series No. WPU 1413, published
by the United States Department of Labor, Bureau of Labor Statistics, or if such Index is no longer
Contract 23-022 Transit Buses Gillig LLC 2
Local/Grant/Lease RH11115
in use, then such replacement that is most comparable to the Index as may be designated by the
Bureau of Labor Statistics, or as agreed by the parties. Economic adjustment will lag one (1)
calendar quarter past the Contract commencement date to allow for publication of BLS data.
All calculations for the index shall be based upon the latest version of data published as of April
305 2024 each year. Prices shall be adjusted on May 30, 2025. If an index is recoded, that is the
replacement is a direct substitute according to the BLS, this Contract will instead use the recode.
If an index becomes unavailable, RFTA shall substitute a proxy index. If there is not a direct
substitute, the next higher aggregate index available will be used. The economic adjustment shall
be calculated as follows.
New Price =Old Price x (Current Period Index/Base Period Index).
PRICE CEILING.
Although Contractor may offer lower prices to agencies, during the term of this Contract,
Contractor guarantees to provide the Transit Buses at no greater than the prices set forth in
Exhibit B (subject to economic adjustment as set forth herein).
GOODS AND SERVICES ADDITION.
Contractor may offer new goods and services within the scope of the authorized goods set forth in
Exhibit A to Agencies to implement new technology solutions or meet specific Agencies'
requirements. Goods and services added to purchase orders under the Contract must be
commercially available at the time they are added and fall within the original scope of the Contract.
PRICING OF GOODS AND SERVICE ADDITIONS.
Prices for additional Transit Bus goods and services performed under this Contract follow cost
reimbursement rules under 4220.1F Ch VI, 2.41). Cost -reimbursement provides for payment of
Contractor's allowable incurred costs, to the extent agreed to in the Contractor's agreement with
the Agency. Agencies are required to include FAR Part 31 cost principles in their cost
reimbursement contracts for the purpose of determining allowable costs under the contract.
Contract shall comply with Agencies' requests in determining reasonable prices, including but not
limited to providing a breakdown of relevant incurred costs or individual component pricing to
Participant upon request. A dispute on the reimbursement costs will follow the dispute procedures
A this Contract.
CONTRACT INFORMATION.
RFTA shall maintain and provide information regarding this Contract, including scope and pricing,
to eligible agencies.
CONTRACTOR shall commence provision of the Goods and Services on the Effective Date set
forth above and agrees to continue to provide the Goods and Services for a period of five (5) years
From the Effective Date. Time is of the essence in providing the Goods and Services. Time lost
due to delays beyond the control of the CONTRACTOR may be considered by RFTA and may
result in a revised Schedule. Any revision to the Schedule or extension of the Term of Contract
must be in writing and signed by both parties to the Contract in the form of a Contract Amendment
as set forth in Article 12 herein.
Contract 23-022 Transit Buses Gillig LLC 3
Local/Grant/Lease RH 11115
RFTA and other participating Agencies' obligations under this Contract are expressly subject to
an annual appropriation being made by the respective Town or City Councils, or other applicable
governing entities in an amount sufficient to allow the Agency to perform its obligations
hereunder. If sufficient funds are not appropriated, purchases under this Contract may be
terminated without penalty or options released for piggyback contracting. RFTA obligations under
this Contract are not to be viewed as general obligation indebtedness or multiple year direct or
indirect debt or other financial obligation whatsoever. Further RFTA and other participating
agencies rely upon Federal Financial Assistance Funds and State Financial Assistance Funds that
are contingent upon award and appropriation from the United States Government, or State of
Colorado Transportation Commission, that are contingent upon award, and contracted
appropriation by the Colorado Department of Transportation, or Federal Transit Administration,
ARTICLE 5 —CONTRACT DOCUMENTS
The Contract consists of the following documents:
• Contract for 23-022 Transit Buses between RFTA and Contractor;
• Exhibit A — Technical Specifications referenced herein;
• Exhibit B — Compensation and Method of Payment;
• Exhibit C — Addendums and Documents that make up Solicitation 23-022 Request for
Proposals (RFP) for Transit Buses referenced herein; and
• Exhibit D — Contractor's Proposal referenced herein Response to RFP.
All modifications to the Contract after contract execution that are made in the foam of Contract
Amendments in accordance with Article 12 and shall be incorporated into and made part of the
Contract. The documents specified in the paragraph above form the Contract for the Purchase of
Transit Buses between RFTA and CONTRACTOR. This Contract represents the entire and
integrated agreement between the parties hereto and supersedes all prior negotiations,
representations, or agreements, either written or oral.
ARTICLE 6 —ORDER OF DOCUMENT PRECEDENCE
In the event of inconsistency between provisions of the Contract Documents, the inconsistency
All be resolved by giving precedence in the following order:
1. Contract Amendments;
2. Purchase Agreements (pertaining to specific vehicles purchased);
3. Contract No. 23-022 Transit Buses, including all Exhibits;
4. Exhibit A — Technical Specifications;
5. 23-022 Transit Buses Request for Proposals, and all addenda;
6. Exhibit D — Contractor's Proposal.
ARTICLE 7 — RFTA PROJECT MANAGER
The overall RFTA Project Manager for this Contract is Mike Christenson, Director of Vehicle
Maintenance, unless otherwise designated in writing by the Chief Executive Officer (CEO).
ARTICLE 8 —PROJECT AUTHORIZATION
The Contractor agrees to perform the required Services in accordance with the Project Schedule,
as agreed upon by RFTA and the Contractor. Upon full execution of a Purchase Agreement, the
Contractor shall begin work using the highest professional knowledge, skill, and judgment in
Contract 23-022 Transit Buses Gillig LLC 4
Local/Grant/Lease RH11115
compliance with all federal, state, and local laws, statutes, acts, ordinances, rules, regulations,
codes, or standards.
ARTICLE 9 — CONTRACTOR NOTIFICATION OF DELAY OF DELIVERY AND
DELIVERY DAMAGES
A. Notification of Delay of Delivery
Contractor shall provide prompt notice to RFTA for any delay in the manufacturing process that
will affect the expected delivery date. Contractor will provide notice of the delay within fourteen
(14) days of discovery of the potential delay. This notice of delay must include a reasonable
expectation of when the delay will be resolved, the reason for the delay, whether the delay will
cause the delivery to exceed the delivery date, and any other applicable information regarding the
delay.
■ RFTA shall provide Contractor with notice of acceptance of the reasonable delay or notice
that the delay is determined to be non -excusable within seven (7) days of receipt of the notice
of delay.
■ Contractor shall promptly comply with any request from RFTA for additional information in
making the delay determination. A request for more information from RFTA tolls the time
for required response until the time that Contractor responds to the request for more
information.
■ Reasonable delay is a delay for which the Contractor is not responsible. A reasonable delay
must arise from unforeseeable causes, be beyond the control of Contractor, and be without
the fault of the Contractor. A reasonable delay will extend the delivery date by the agreed
upon length of the delay.
■ Non -excusable delay is a delay for which Contractor is wholly or partially responsible. A
non -excusable delay is a delay that arises from a foreseeable cause, is within the control of
Contractor, or is due to the fault of Contractor. A non -excusable delay will not extend the
agreed upon delivery date.
B. Delay Damages
It is mutually understood, and agreed by and between the parties to the Contract, that time is of the
essence with respect to the completion of the work and that in case of any failure on the part of the
Contractor to deliver the buses within the time specified in "Delivery Schedule," except for any
excusable delays as provided in "Excusable Delays/Force Majeure" or any extension thereof,
RFTA or the participating agency will be damaged thereby.
The amount of damages for delay of beyond the delivery date is difficult if not impossible to
ascertain. The amount of such damages Contractor shall pay RFTA is fixed at the amount of
$250.00 per day for each bus not delivered in substantially good condition as inspected by RFTA
or participating agency. RFTA may elect to deduct the amount of the damages from the amount
due to Contractor under the Purchase Order or may notify Contractor of the amount due based on
the delay. If RFTA requires the Contractor to pay the delay damages, Contractor shall pay the
entire amount within thirty (30) days after receipt of a written demand by RFTA. The payment of
damages will be in lieu of any damages for any loss of profit, loss of revenue, loss of use, or for
any other direct, indirect, special or consequential losses or damages of any kind that may be
suffered by RFTA arising at any time from the failure of Contractor to fulfill the delivery
obligations in a timely manner.
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ARTICLE 10 — CONTRACTOR'S SERVICES AND RESPONSIBILITIES
The Contractor agrees that Contractor will furnish all of the technical, administrative, professional
labor, supplies, materials, equipment, printing, vehicles, office space and facilities, testing,
analyses, and calculations; and all other resources necessary to provide the professional and/or
technical services required by Exhibit A — Technical Specifications.
ARTICLE 11—WARRANTY REQUIREMENTS
Warranty requirements are specified in Section 7 Warranty Requirements of the Request for
Proposals (RFP) and as amended in Addendum #3 to the RFR
ARTICLE 12 —CHANGES TO THE CONTRACT
Changes to the Contract such as additions, deletions, or changes shall only be made by written a
Contract Amendment. RFTA shall issue a Contract Amendment specifying any change to the
Contract Budget, Contract Time or the Term of Contract.
Minor changes in the Services that do not involve increased compensation, extensions of time, or
changes in the goals and objectives of the Services may be made by written notification of such
change by either RFTA or the Contractor with written approval by the other party.
1. RFTA shall have the right, without additional consent from CONTRACTOR and without
invalidating the Contract, to add, delete, or change the required Goods and Services.
2. Contract Amendments. RFTA shall issue Contract Amendments to make additions,
deletions, or changes to the required Goods and Services. To initiate a Contract
Amendment, RFTA shall send CONTRACTOR a Request for Contract Amendment.
Upon receipt, CONTRACTOR shall prepare an estimate of the effects of the change on the
Contract Budget and/or Term of Contract. Upon agreement between CONTRACTOR and
RFTA on the effects of the change, RFTA will issue a Contract Amendment specifying
any change to the Contract Budget or the Term of Contract.
3. The Contract Budget and/or Term of Contract shall be subject to adjustment only by
Contract Amendment(s).
ARTICLE 13 —SUBSTANTIAL CHANGES
If, prior to the satisfactory completion of the Goods and Services required under this Contract,
RFTA materially alters the scope, character, complexity, or duration of the Goods and Services
from those required under the Contract, a Contract Amendment must be executed between the
parties.
Minor changes in the Goods and Services which do not involve increased compensation,
extensions of time or changes in the goals and objectives of the Goods and Services may be made
by written notification of such change by either RFTA or the CONTRACTOR with written
approval by the other party.
ARTICLE 14 -REGULATORY COMPLIANCE
The work to be performed as the Services under this Contract maybe financed, in part, by grants
provided under programs of the Federal Transit Act, as amended, and as such is subject to the
Terms and Conditions set forth in the grant agreements. Contractor understands that Federal laws,
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regulations, policies, and related administrative practices applicable to the Contract may be
modified from time to time. Contractor acknowledges that the most recent of such Federal
requirements will govern the Contract at any particular time, unless the Federal Government
determines otherwise. Likewise, new Federal laws, regulations, policies, and administrative
practices may be established after the Contract is executed and may apply to the Contract. The
laws and regulations detailed in this Contract include, but are not limited to, those that will be
applicable to the Contract. To the extent applicable, Contractor shall comply with the Federal,
State, and RFTA imposed requirements contained in this Contract.
ARTICLE 15 -INDEPENDENT CONTRACTOR
Contractor shall perform the Services under this Contract as an independent Contractor, not as an
agent or employee of RFTA. Contractor has no authority to make any statement, representation,
or commitment of any kind or to take any action binding upon RFTA, without RFTA's prior
written authorization.
All of the Services required by this Contract shall be performed by Contractor or under
Contractor's supervision, and all personnel engaged in the Work shall be fully qualified. RFTA
will not provide insurance or benefits of any nature to the Contractor, Contractor's employees, or
subcontractors.
The Contractor agrees that Contractor presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of
Contractor's Services hereunder. The Contractor further agrees that in the performance of the
Contract, no person having any such interests shall be employed.
ARTICLE 16 —REVIEW OF WORK
All financial reports and data collected, reports, drawings, studies, specifications, estimates, maps,
and computations prepared by or for the Contractor pursuant to this Contract, shall be available to
authorized representatives of RFTA for inspection and review at all reasonable times.
ARTICLE 1� —OWNERSHIP OF DOCUMENTS
The Contractor agrees that all reports, drawings, computer disks, specifications, survey notes,
estimates, maps, computations, and other data prepared by or for Contractor under the terms of
this Contract shall be delivered to, become, and remain the property of RFTA upon termination or
completion of the work. RFTA shall have the right, at its sole risk, to use the same without
restriction or limitation and without compensation to the Contractor other than that provided for
in this Contract. The Contractor shall not have the right to use same for sale or other benefit without
express written permission from RFTA.
ARTICLE 18 —COPYRIGHTING
The Contractor and RFTA agree that any papers, interim reports, forms, and any other material
which are part of the Work under this Contract are to be deemed a "work for hire," as such term is
defined in the Copyright Laws of the United States. As a "work made for hire," all copyright
interests in said works will vest in RFTA upon creation of the copyrightable work. If any papers,
interim reports, forms, or other material which are a part of work under this Contract are deemed
by law not to be a "work for hire," any copyright interests of the Contractor are hereby assigned
completely and solely to RFTA. Publication rights to any works produced under this Contract are
reserved by RFTA.
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ARTICLE 19 — PUBLICATION AND PUBLICITY
Articles, papers, bulletins, data, studies, statistics, interim or final reports, oral transmittals, or any
other materials reporting the plans, progress, analyses, results, or findings of work conducted under
this Contract shall not be presented publicly or published without prior written approval by RFTA.
All releases of information, findings, and recommendations shall include a disclaimer provision
and all published reports shall include that disclaimer on the cover and title page in the following
form:
"The contents of this publication reflect the views of the authLill who is (are)
responsible for the facts and accuracy of the data presented herein. The opinions,
findings, and conclusions in this publication are those of the author(s) and do not
necessarily reflect the official views or policies of those of the Roaring Fork
Transportation Authority or the Federal Transit Administration. This publication
does not constitute a standard, specification, or regulation. "
If any information concerning the Services, their conduct, results, or data gathered or processed
should be released by the Contractor without prior approval from RFTA, the release of same shall
constitute grounds for termination of this Contract without indemnity to the Contractor. In
addition, the Contractor shall indemnify and hold harmless RFTA, its officers, employees, and
agents from any liability arising from such unauthorized release of data.
ARTICLE 20 —EMPLOYMENT OF AUTHORITY'S PERSONNEL
The Contractor shall not employ RFTA employee(s) for any Services required by the terms of this
Contract without the written permission of RFTA.
ARTICLE 21 -INDEMNIFICATION
Contractor shall indemnify, hold harmless and, not excluding RFTA's right to participate, defend
RFTA , its officers, officials, agents, and employees (hereinafter referred to as "Indemnitee") from
and against all liabilities, claims, actions, damages, losses, and expenses including without
limitation reasonable attorneys' fees and costs, (hereinafter referred to collectively as "claims")
for bodily injury or personal injury including death, or loss or damage to tangible or intangible
property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or
omissions of Contractor or any of its officers, directors, agents, employees or subcontractors. This
indemnity includes any claim or amount arising out of or recovered under the Workers'
Compensation Law or arising out of the failure of such contractor to conform to any federal, state
or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the
parties that the Indemnitee shall, in all instances, except for claims arising solely from the negligent
or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any
and all claims. Contractor shall be responsible for primary loss investigation, defense and
judgment costs where this indemnification is applicable. Contractor agrees to waive all rights of
subrogation against RFTA its officers, officials, agents and employees for losses arising from the
work performed by the Contractor for RFTA. Nothing contained herein waives or is intended to
waive any protections that may be applicable to RFTA under the Governmental Immunity Act,
§2440401 et. Seq., C.R.S., or any other rights, protections, immunities, defenses or limitations
on liability provided by law, and subject to any applicable provisions of the Colorado Constitution
and applicable laws.
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ARTICLE 22 — INSURANCE
Contractor shall procure and maintain the following types of insurance coverage and limits of
liability until all of its obligations under this Contract have been discharged, including any
warranty periods, and satisfied. These insurance requirements and the obligations of
indemnification shall apply to anyone hired by Contractor to work under this agreement.
Contractor shall procure and maintain insurance at least as broad and with limits of liaty not
less than stated below. RFTA in no way warrants that the minimum limits contained herein are
sufficient to protect the Contractor from liabilities that might arise out of the performance of the
Services under this Contract by the Contractor, representatives, employees, or subcontractors. The
Contractor may purchase additional insurance as may be determined necessary.
1
3.
Workers
ensation and Employer's Liability
a. Coverage A:
Statutory Coverage: Colorado Statutory Limits
b. Coverage B:
Employers Liability Coverage: $1,000,000 Each Accident
$1,000,000 Disease, Policy Limit
$1,000,000 Disease, Each Employee
Commercial General Liability Insurance
a. Combined Bodily Injury and -Property Damage Liability:
Each Occurrence:
Personal and Advertising Injury
General Aggregate
Business Au
ile Liability:
ALLY O
'1 ili 111
111 111
111 111
4. Umbrella/Excess Liability Insurance: The Contractor shall carry and maintain, at
its own expense and Umbrella (excess) Liability policy throughout the entire term
of its obligation to RFTA. A copy of the policy or signed certificate of insurance
shall be on file with RFTA at all times.
a. Polity shall be in excess of all underlying insurance including employer's
liability.
b. Limits of liability shall be a minimum of
i. Each Occurrence $3,000,000
11. Products/Completed Operations $350005000
iii. General Aggregate $3,000,000
c. The products and completed operations coverage shall be maintained in
effect for a period of eight (8) years after the date of the final acceptance
of Work.
Certificates of Insurance: The Contractor shall furnish to RFTA a certificate(s) of insurance using
an ACORD form or equivalent, provided by the Contractor's insurance carrier or agent, to show
that the insurance specified in this contract is in force. It shall state policy numbers, date of
expiration, limits of liability and coverages, the name of the project, or "Any and All Operations"
if working on more than one project, and further providing that the insurance shall not be cancelled
until thirty (30) days after written notice of such cancellation has been mailed to RFTA. Such
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notice shall be sent certified mail, return receipt requested.
Waiver of Subrogation: Contractor and RFTA waive all rights against each other and any of their
Contractors, agents and employees, each of the other, and RFTA, separate Contractors, and any of
their Contractors, subcontractors, agents and employees, for damages caused by fire or other perils
to the extent covered by property insurance provided under the contract or other property insurance
applicable to the work, except such rights as they may have to proceeds of such insurance held by
the RFTA as fiduciary.
1. Contractor shall require its agents and employees, by appropriate agreements,
written where legally required for validity, similar waivers in favor of other parties
enumerated herein. The policies shall provide such waivers of subrogation by
endorsement or otherwise. A waiver of subrogation shall be effective as to a person
or entity even though that person or entity would otherwise have a duty of
indemnification, contractual or otherwise, did not pay the insurance premium
directly or indirectly, and whether or not the person or entity had an insurable
interest in the property damaged.
2. Special Provisions:
a. If Contractor fails to procure and maintain such insurance, Contractor will be
in breach of the Contract and RFTA shall have the right to proceed with
Termination of the Contract and whatever judicial remedies may be
appropriate.
b. Maintenance of the foregoing insurance coverage shall in no way be interpreted
as relieving the Contractor of any responsibility hereunder. The Contractor may
secure, at its own expense, such additional insurance as the Contractor deems
necessary.
c. Insurance coverage carried by the Contractor shall not be subject to limitations,
conditions or restrictions reasonably deemed by RFTA to be inconsistent with
the intent of the Insurance Requirements.
d. Policies shall be written by companies duly entered and authorized to transact
that class of insurance in the state of Colorado. The insurance companies must
have an A.M. Best rating of A: IX or better in the most recent Best's Key Rating
Guide.
e. Approval, disapproval or failure to act by RFTA regarding any insurance
supplied by the Contractor shall not relieve the Contractor of full responsity
or liability pursuant to Article 18 for damages. Neither shall bankruptcy,
insolvency or denial of liability by the insurance company exonerate the
Contractor from liability.
f. Cross -Liability Coverage. The liability policies shall contain the standard ISO
separation of insureds provision, or a substantially similar clause, or they
endorsed to provide cross -liability coverage.
g. Contractor shall make no special request for payment for any insurance that the
Contractor may be required to carry as identified under this Article 18; all are
included in the contract price and in the contract unit prices.
h. Contractor shall furnish copies of certificates of insurance evidencing coverage
for each subcontractor when required by RFTA.
i. RFTA shall have the right, but not the obligation, of prohibiting Contractor or
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any subcontractor from entering the project site until such certificates or other
evidence that insurance is in compliance with these requirements has been
received and approved by RFTA.
j . Contractor and Subcontractors — Contractor shall require all of its subcontractors
to provide the aforementioned coverage at levels that the Contractor and its
subcontractors may consider necessary and any deficiency in the coverage or
policy limits of the subcontractors will be the sole responsibility of Contractor.
k. Contractual Liability — The insurance provisions in this Contract in no way affect
the liability of Contractor or the indemnity covenants stated elsewhere in this
Contract.
1. Deductibles and Self- Insured Retention All deductibles Al self -insured
retention amounts shall be declared in writing to RFTA.
.Certificates of Insurance — Before commencing performance on the Contract,
Contractor and its subcontractors shall furnish certificates(s) of insurance using
an ACORD or equivalent form to RFTA evidencing:
i. Insurance coverage in accordance with this Article 18 - Insurance.
11. Signature by person authorized by insurer to bind coverage on its behalf.
111. Effective expiration dates of policies.
iv. Statement giving RFTA thirty (30) days written notice, in accordance with
policy terms, of all cancellation, non -renewal, or material changes in policy
by either Insurer or Contractor.
v. RFTA is added as Additional Insured party on the Commercial General
Liability policies.
vi. A waiver of subrogation endorsement has been attached to the Worker's
Compensation and General Liability policies.
vii. Any deductible and/or self -insured retention.
viii. Certificate of Insurance title block format is as follows: Roaring Fork
Transportation Authority, 0051 Service Center Drive, Aspen, Colorado
81611.
ARTICLE 23 —GOVERNING LAWS AND VENUE
This Contract shall be governed by the laws of the State of Colorado. Venue shall be in Garfield
or Pitkin county. At RFTA's option, the location for settlement of any and all claims, controversies
and disputes arising out of or related to this Contract or any breach thereof, whether by alternative
dispute resolution or litigation, shall be in one of these designated counties.
ARTICLE 24 —CLAIMS AND DISPUTES
Claims and disputes between RFTA and the Contractor arising out of or relating to the Contract,
shall be made by written notice. The responsibility to substantiate claims shall rest with the party
making the claim.
1. Decision of RFTA's Project Manager. Claims may, upon request of the Contractor, be
referred initially to the Project Manager for action as provided in Article 23 .
2. Time Limits on Claims. Claims by Contractor shall be made within twenty-one (21) days
after occurrence of the event giving rise to such claim or within twenty-one (21) days after
the claimant first recognizes, or reasonably should have recognized, the condition giving
rise to the claim, whichever is the later. Claims made after the initial claim have been
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3.
resolved will not be considered unless submitted in a timely manner.
Continuing Contract Performance. Pending final resolution of a claim, including litigation,
unless otherwise directed by RFTA in writing, the Contractor shall proceed diligently with
performance of the Contract and RFTA shall continue to make payments in accordance
with the Contract.
4. Waiver of Claims: Final P
The making and acceptance of Final Payment shall
constitute a waiver of claims by RFTA except those arising from:
a. Liens, claims, security interests, or encumbrances arising out of the Contract and
unsettled;
b. Failure of the Services to comply with the requirements of the Contract;
c. Terms of special warranties required by the Contract; or
d. Faulty or defective work appearing after Final Completion,
ARTICLE 25 -DISPUTE RESOLUTION
The parties will attempt in good faith to promptly resolve any claim or controversy arising out of
or relating to this Contract through negotiations, mediation, or if both methods fail to resolve,
litigation.
1. Negotiations. RFTA's Project Manager and Contractor's principal contact with RFTA
(herein referred to as "Contractor's Representative") will meet at least once and attempt in
good faith to resolve any controversies, claims or dispute that may arise. Either may
request to meet within seven (7) days after submission of a claim, at a mutually agreed
upon time and place.
If the Parties are not able to resolve the dispute within seven (7) days after their first
meeting or such longer period of time as may be mutually agreed upon), either party may
request that RFTA's Chief Operating Officer (herein referred to as "RFTA's COO") and
the Contractor's Management Representative meet at least once to attempt in good faith to
resolve the dispute.
If the Parties are not able to resolve the dispute within fourteen (14) days after the first
meeting of RFTA's Project Manager and Contractor's Management Representative (or
such longer period of time as may be mutually agreed upon), RFTA's COO will notify the
Contractor's Management Representative in writing that the RFTA Chief Operating
Officer shall render a decision within seven (7) days, which decision shall be considered
advisory only and not binding in the event of litigation in respect of the claim.
The RFTA COO will render to both parties RFTA's written decision relative to the claim,
including any change in the Contract Sum or Contract Time or both. If there is a surety
and there appears to be a possibility of a Contractor's default, RFTA may, but is not
obligated to, notify the surety and request the surety's assistance in resolving the
controversy.
Contractor shall, within seven (7) days after the effective date of this Contract, designate
to RFTA its Representative and Management Representative, the latter of whom shall be
an executive level individual with authority to settle disputes. RFTA and Contractor may
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each change the designation of its Representative and Management Representative, but
shall maintain at all times during the term of this Contract both a designated Representative
and a designated Management Representative.
2. Mediation. If the dispute has not been resolved within twenty-one (21) days after the first
meeting of RFTA's Project Manager and Contractor's Representative (or such longer
period of time as may be mutually agreed upon), either party may refer the claim or
controversy to non -binding mediation before the Judicial Arbiter Group ("JAG"),
American Arbitration Association ("AAA"), Denver office, or such other mediator
mutually acceptable and agreed to by both parties (herein referred to as the "Mediator"),
by sending a written mediation request to the other party.
In the event that such a request, the parties agree to participate in the mediation process.
The parties and the Mediator may include in the mediation any other party necessary for a
mutually acceptable resolution of the dispute. If the Mediator is unable or unwilling to
continue to serve, the parties shall select a successor Mediator. The mediation procedure
shall be determined by the Mediator in consultation with the parties. The fees and expenses
of the Mediator shall be borne equally by the parties.
3. Lltl atg ion. If the dispute is not resolved within fifteen (15) days after the commencement
of mediation, or if no mediation has been commenced within thirty (30) days after the first
meeting between RFTA's Project Manager and Contractor's Representative (or such
longer period of time as may be mutually agreed upon), either party may commence
litigation to resolve the dispute in any Colorado state court of competent jurisdiction in
Garfield, or Pitkin County or in the United States District Court for the District of Colorado
to the extent said Court shall have jurisdiction over the matter.
In the event that legal action is necessary to resolve any dispute or claim, or enforce any of
the provisions of this Contract, the prevailing party shall be entitled to its costs and
reasonable attorney's fees.
Unless otherwise directed by RFTA, Contractor shall continue performance under this
Contract while matters in dispute are being resolved. In addition to the requirements of
Article 234 entitled "Notices", a copy of any written notices, appeals, and documents
pertaining to a contract dispute under this Article shall also be delivered to RFTA's
Procurement Manager and General Counsel.
Contractor agrees that the economic loss rule shall not serve as a limitation on RFTA's
right to pursue tort remedies in addition to other remedies it may have against Contractor.
Such rights and remedies shall survive the project or any termination of this Contract.
ARTICLE 26 —TERMINATION
RFTA reserves right to terminate the Contract for Cause or for Convenience.
Termination for Cause
If the Contractor fails to perform in the manner called for in this Contract or if the Contractor fails
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to comply with any other provisions of this Contract, RFTA may terminate this Contract for cause.
Termination shall be effected by serving a notice of termination on the Contractor setting forth the
manner in which the Contractor has breached or is in default. The Contractor will only be paid the
contract price for services performed in accordance with the manner of performance set forth in
this Contract.
If RFTA determines that the Contractor has an excusable reason for not performing, such as a
strike, fire, flood or other events which are not the fault of or are beyond the control of the
Contractor, RFTA, may allow the Contractor to continue work or treat the termination as a
termination of convenience.
RFTA in its sole discretion may, in the case of a termination for cause, allow the Contractor an
appropriate period of time to cure the breach or default. In such case, the notice of termination will
state the time period in which cure is permitted and other appropriate conditions. If the Contractor
fails to remedy the breach or default to RFTA's satisfaction, RFTA shall have the right to terminate
this Contract without any further obligation to the Contractor. Termination for breach or default
shall not in any way preclude RFTA from pursuing all available remedies against the Contractor
and its sureties for said breach or default.
Termination for Convenience
RFTA may terminate this Contract for its convenience at any time by giving written notice to the
Contractor of such termination, and specifying the effective date thereof, at least five (5) business
days before the effective date of such termination. If RFTA terminates the Contract for
convenience, the Contractor will be compensated for the Services actually performed or partially
completed. The Contractor shall submit a statement itemizing each task element and briefly state
what work was completed and what remains to be done.
ARTICLE 27 —NOTICES
All official notices and communications under this Contract shall be in writing and shall be deemed
to have been duly given (1) on the date of delivery if delivered personally to the party to whom
notice is given, or (2) at the date of actual receipt if mailed by U.S. Postal Service, postage prepaid,
return receipt requested.
Notices and other communications shall be directed to the parties at the addresses listed below:
Notice to Contractor:
Gillig LLC
otice to RFTA
Roaring Fork Transportation Authority
2307 Wulfsohn Road
Glenwood Springs, CO 81601
ATTN: Chief Executive Officer
Copy to: Director of Procurement
Telephonic and electronic mail communications and facsimile transmittals may be used to expedite
communications, but neither shall be considered official communications under this Contract
unless and until confirmed in writing in accordance with this Article 23, first paragraph above.
ARTICLE 28 —CONFIDENTIAL INFORMATION
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Access to government records is governed by the Colorado Open Records Act, C.R.S. 24-72-201
through 24-72-309 et seq. Except as otherwise required by the Colorado Open Records Act, RFTA
All not disclosure proprietary information, trade secrets and confidential commercial and financial
information submitted or disclosed during the term of the Contract.
Such proprietary information, trade secrets or confidential commercial and financial information
that the Contractor believes should be exempt from disclosure must be specifically identified and
marked as such. Blanket -type identification by designating whole pages or sections as containing
proprietary information, trade secrets or confidential commercial and financial information will
not ensure confidentiality. Notwithstanding the Contractor's claim of or designation of
information as proprietary, confidential or a trade secret, RFTA will determine whether it is or not
under Colorado state law.
Requests for information directed to the Contractor pursuant to the Colorado Open Records Act
by the public shall be immediately redirected to RFTA. The Contractor acknowledges and agrees
that all records of the Services and the work, including records of the Contractor and its
subcontractors are subject to the Colorado Open Records Act, C.R.S. 24-72-201 through 24-72-
309 et seq. This Confidentiality section shall survive the termination or expiration of the Contract.
ARTICLE 29 —COMPLIANCE WITH SECTION 8-17.5-102, COLORADO REVISED
STATUTES CONCERNING ILLEGAL ALIENS — PUBLIC CONTRACTS FOR
SERVICES
Contractor agrees that Contractor shall not:
(a) Contract with an illegal alien to perform work pursuant to this Contract; or
(b) Enter into a contract with a subcontractor that fails to certify to the Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement.
Contractor has or will with respect to its employees confirm the employment eligibility of all
employees who are newly hired for employment to perform work under this Contract through
participation either in the E-Verify Program or a Department Program established pursuant to
Section 847.5402(5)(c), Colorado Revised Statutes. E-Verify Program means the electronic
employment verification program created in Public Law 104-208, as amended, and expanded in
Public Law 108-156, as amended, and jointly administered by the United States Department of
Homeland Security and the Social Security Administration or its successor program.
Contractor shall be prohibited from using either the E-Verify Program or the Department Program
procedures to undertake pre -employment screening of job applicants while the public contract for
services being performed.
Contractor agrees that if Contractor obtains actual knowledge that a subcontractor performing
work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall
be required to: (a) notify the subcontractor and RFTA within three days that the Contractor has
actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (b)
terminate the subcontract with the subcontractor within 3 days of receiving the notice required
pursuant to this paragraph if the subcontractor does not stop employing or contracting with the
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illegal alien, except that the Contractor shall not terminate the Contract with the subcontractor if
during such three days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an illegal alien.
Contractor shall comply with any reasonable requests made by the Department of Labor and
Employment in the course of an investigation that the Department of Labor and Employment is
undertaking pursuant to the authority established in subsection (5) of Section 8-17.5-102, Colorado
Revised Statutes, a copy of which is attached.
RFTA may terminate the Contract for breach of contract of any violation %J the aforesaid
Sections. If the Contract is so terminated, the Contractor shall be liable for actual and
consequential damages to RFTA.
ARTICLE 30 —SUBLETTING, ASSIGNMENT, OR TRANSFER
The work of the Contractor is considered personal by RFTA. The Contractor agrees not to assign,
sublet, or transfer any or all of Contractor's interest in this Contract without prior written approval
by RFTA.
RFTA reserves the right to review all subcontracts prepared in connection with the Contract, and
the Contractor agrees to submit to RFTA any proposed subcontract documents together with
subcontractor cost estimates for review and written concurrence of RFTA no later than five (5)
business days in advance of their execution.
Any contract between the Contractor and any subcontractor shall include and comply with all
provisions of this Contract. RFTA's approval of any assignment, sublet, or transfer shall not
release the Contractor of any obligation under this Contract. As between RFTA and the
Contractor, the Contractor shall be fully responsible for the acts and omissions of the
subcontractors and persons either directly or indirectly employed by the Contractor. Nothing
contained in this Contract shall create any contractual relation between any subcontractor and
RFTA.
ARTICLE 31 — SEVERABILITY
If any provision of this Contract is held to be invalid, illegal, or unenforceable for any reason, the
validity, legality, and enforceability of the remaining provisions of this Contract will not be
adversely affected.
ARTICLE 32— ASSIGNABILITY
The covenants herein contained shall, except as otherwise provided, accrue to the benefit of and
be binding upon the successors and assigns of the parties hereto.
1. Assignability by RFTA. This Contract shall be available for use by RFTA and other public
agencies. These agencies shall have the option of participating in this Contract at the same
prices, terms and conditions as RFTA provided that RFTA agrees in writing to the
assignment of contract rights and specified quantities.
Once assigned, each agency will enter into its own contract with the CONTRACTOR. RFTA shall
incur no financial responsibility in connection with contracts issued by another public agency. The
public agency shall accept sole responsibility for placing orders or payments to the
CONTRACTOR.
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2. Assignability by CONTRACTOR. The CONTRACTOR shall not assign this Contract in
whole or in part, including the CONTRACTOR's right to receive compensation hereunder,
without the prior written consent of RFTA, provided, however, that such consent shall not
be unreasonably withheld with respect to assignments to the CONTRACTOR's affiliated
or subsidiary companies, and provided, further, that any such assignment shall not relieve
the CONTRACTOR of any of its obligations under this Contract. This restriction on
assignment includes, without limitation, assignment of the CONTRACTOR's right to
payment from its surety or lender.
ARTICLE 33 —WARRANTIES
The Contractor warrants that it shall use the highest professional principles and practice in the
performance of its obligations under this Contract and that its performance shall reflect the highest
professional knowledge, skill, and judgment. Contractor further warrants and agrees that it, and
any persons assigned by Contractor, shall perform this Contract in compliance with all federal,
state, and local laws, statutes, acts, ordinances, rules, regulations, codes, or standards.
ARTICLE 34 — NONWAIVER
No failure or waiver or successive failures or waivers on the part of either party, its successors or
permitted assigns, in the enforcement of any condition, covenants, or article of this Contract shall
operate as a discharge of any such condition, covenant, or article nor render the same invalid, nor
impair the right of either party hereto, their successors or permitted assigns, to enforce the same in
the event of any subsequent breaches by the other party hereto, its successors or permitted assigns.
The parties hereto understand and agree that RFTA is relying on, and does not waive or intend to
waive by any provision of this Contract, the monetary limitations or any other rights, immunities,
and protections provided by the Colorado Governmental Immunity Act et seq., as from time to
time amended, or any other rights, protections, immunities, defenses or limitations on liability
provided by law or any applicable provisions of the Colorado Constitution and other applicable
laws, or otherwise available to RFTA, its subsidiary, associated and/or affiliated entities,
successors, or assigns; or its elected officials, employees, agents, and volunteers.
ARTICLE 35 —COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that no person or agency has been employed or retained to solicit or obtain
this contract upon an agreement or understanding for a contingent fee, except a bona fide employee
or agency. For breach or violation of this warranty, the RFTA shall have the right to annul this
contract without liability or to deduct from the contract price or consideration, or otherwise
recover, the full amount of the contingent fee.
Bona fide agency, as used in this clause, means an established commercial or selling agency,
maintained by a contractor for the purpose of securing business, that neither exerts nor proposes
to exert improper influence to solicit or obtain RFTA contracts nor holds itself out as being able
to obtain any RFTA contract or contracts through improper influence.
Bona fide employee, as used in this clause, means a person, employed by a contractor and subject
to the contractor's supervision and control as to time, place, and manner of performance, who
neither exerts nor proposes to exert improper influence to solicit or obtain RFTA contracts nor
holds out as being able to obtain any RFTA contract or contracts through improper influence.
Contingent fee, as used in this clause, means any commission, percentage, brokerage, or other fee
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that is contingent upon the success that a person or concern has in securing a RFTA contract.
Improper influence, as used in this clause, means any influence that induces or tends to induce a
RFTA employee or officer to give consideration or to act regarding a RFTA contract on any basis
other than the merits of the matter.
ARTICLE 36 —CONFLICTS OF INTEREST
RFTA employees and directors are bound by the RFTA Code of Ethics and Standards of Conduct,
adopted by the RFTA Board of Directors on April 13, 2006. The RFTA Code of Ethics and
Standards of Conduct prohibits RFTA employees and directors engaged in the award and
administration of contracts, or any person acting on their behalf, from accepting, directly or
indirectly, any gift with a value of more than a nominal amount, including meals or tickets to
sporting events, from any person with whom the employee interacts on official RFTA business.
Therefore, Contractor, or its subcontractors or suppliers, may not make gifts or favors to a RFTA
employee or director.
ARTICLE 37 — NO THIRD -PARTY RIGHTS
Except as expressly set forth herein, the representations, warranties, terms, and provisions of this
Contract are for the exclusive benefit of the parties hereto and no other person or entity shall have
any right or claim against either party by reason of any of these terms and provisions or be entitled
to enforce any of these terms and provisions against either party.
ARTICLE 38 —FORCE MAJEURE
Neither party shall be liable in damages or have the right to terminate this Agreement for any delay
or default in performing hereunder if such delay or default is caused by conditions beyond its control
including, but not limited to: acts of God, strikes, lockouts, or other industrial disturbances, acts of
public enemy, orders of any kind of the Government of the United States or the State of Colorado or
any political subdivision, or any civil or military authority, insurrection, riots, epidemics, pandemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests,
restraint of government and people, civil disturbances, explosions, breakage or accidents to
machinery, pipelines, or canals, or other causes not reasonably within the control of the party claiming
such inability.
ARTICLE 39 — TAXES
RFTA is a political subdivision of the State of Colorado and is exempt from State, other State -
collected sales and use taxes, and public improvement fees (PIF), Federal Excise Tax under 26
U.S.C.A. § 42214222 (2002).
RFTA shall not reimburse the Service Provider for any State, other sales, use taxes, or public
improvement fees incurred as a result of failure to obtain the necessary documentation prior to the
purchase of the materials, supplies, or equipment.
ARTICLE 40 —ENTIRE AGREEMENT
This Contract constitutes the entire agreement of the parties, all prior discussions, representations,
and agreements being merged herein. Any attachment or exhibit to this Contract shall be
incorporated into and made a part of this Contract. This Contract may not be changed, modified,
extended, or amended, nor any provision thereof waived, except by a written amendment executed
by duly authorized representatives of the respective parties. The captions in this Contract are for
convenience only and shall not affect the substantive meaning of any provision herein.
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ARTICLE 41—SEPARATE COUNTERPARTS
This Contract may be executed in one or more counterparts, each of which, when so executed,
shall be deemed to be an original and all of which together shall constitute one Contract binding
on both RFTA and Contractor, notwithstanding the possible event that all parties may not have
signed the same counterpart. The Contractor agrees not to deny the legal effect or enforceability
of the Contract solely because it is in electronic form or because an electronic record was used in
its formation. The Contractor agrees not to object to the admissibility of the Contract in the form
of an electronic record, or a paper copy of an electronic documents, on the grounds that it is an
electronic record or that it is not in its original form or is not an original.
ARTICLE 42 -AUTHORIZATION TO BIND
The person or persons signing and executing this Contract on behalf of each Party do hereby
warrant and guarantee that he/she are fully authorized to execute this Contract and to validly and
legally bind such Party to all the terms, performances and provisions herein set forth.
ARTICLE 43 —INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION
(FTA) TERMS AND CHANGES TO FTA REQUIREMENTS
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 4220.1F 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 Contract. The
Service Provider shall not perform any act, fail to perform any act, or refuse to comply with any
RFTA requests which would cause RFTA to be in violation of the FTA terms and conditions.
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures, and
directives, including without limitation those listed directly or by reference in the Master
Agreement between Purchaser (RFTA) 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.
ARTICLE 44 -LOCAL GOVERNMENTS
In accordance with 49 CFR 18.36(i), the Contractor agrees to provide RFTA or the participating
agencies, the FTA Administrator, the Comptroller General of the United States or any of their
authorized representatives access to any books, documents, papers and records of the Contractor
that are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts
and transcriptions. Contractor also agrees, pursuant to 49 CFR 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 USC
5302(a)l, which is receiving federal financial assistance through the programs described at 49
USC 5307, 5339 or 5311.
ARTICLE 45 -STATE GOVERNMENTS
In accordance with 49 CFR 633.17, the Contractor agrees to provide RFTA or the Participating
Agencies, the FTA Administrator or his authorized representatives, access to the Contractor's
records and construction sites pertaining to a major capital project, defined at 49 USC 5302(a) 1,
which is receiving federal financial assistance through the programs described at 49 USC 5307,
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5339 or 5311. By definition, a major capital project excludes contracts of less than the simplified
acquisition threshold currently set at $250,000.
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.
ARTICLE 46 -ACCESS TO RECORDS AND REPORTS
The following access to records requirements applies to this Contract:
A. Record Retention. The Consultant will retain, and will require its subcontractors of all tiers
to retain, complete and readily accessible records related in whole or in part to the contract,
including, but not limited to, data, documents, reports, statistics, sub -agreements, leases,
subcontracts, agreements, other third -party agreements of any type, and supporting
materials related to those records.
B. Retention Period. The Consultant agrees to comply with the record retention requirements
in accordance with 2 C.F.R. § 200.333. The Consultant shall maintain all books, records,
accounts, and reports required under this contract for a period of not less than three (3)
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 records shall be maintained until the disposition of all such litigation, appeals, claims,
or exceptions related thereto.
C. Access to Records. The Consultant agrees to provide sufficient access to FTA and its
contractors to inspect and audit records and information related to performance of this
contract as reasonably may be required.
D. Access to the Sites of Performance. The Consultant agrees to permit FTA and its
contractors' access to the sites of performance under this contract as reasonably may be
required.
ARTICLE 47 -BUY AMERICA REQUIREMENTS
The Contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. part 661, which provide
that Federal funds may not be obligated unless all 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 project is subject to a general waiver. General waivers are listed in 49 C.F.R. § 661.7.
Separate requirements for rolling stock are set out at 49 U.S.C. 53230)(2)(C) and 49 C.F.R. §
6610116
The Buy America requirements flow down from FTA recipients to all lower tier contractors and
subcontractors.
ARTICLE 48 -CARGO PREFERENCE (USE OF UNITED STATES FLAG VESSELS)
The CONTRACTOR agrees:
1. To use privately owned United States flag commercial vessels to ship at least fifty percent
(50%) of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners,
and tankers) involved, whenever shipping any equipment, materials, or commodities
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pursuant to the underlying contract to the extent such vessels are available at fair and
reasonable rates of United States flag commercial vessels;
2. To furnish within twenty (20) working days following the date of loading for shipments
originating within the United States, or within thirty (30) working days following the date
of loading for shipments originating outside of the United States, a legible copy of a rated,
"on -board" commercial ocean bill -of -lading in English for each shipment of cargo
described in the preceding paragraph to RFTA (through the prime contractor in the case of
a subcontractor's bill -of -lading) and to the Division of National Cargo, Office of Market
Development, Maritime Administration, Washington, D.C. 20590, marked with
appropriate identification of the project; and
3. To include these requirements in all subcontracts issued pursuant to this Contract when
the subcontract may involve the transport of equipment, material, or commodities by
ocean vessel.
ARTICLE 49 -CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT
The CONTRACTOR agrees:
l . It will not use any violating facilities;
2. It will report the use of facilities placed on or likely to be placed on the U.S. EPA "List of
Violating Facilities;"
3. It will report violations of use of prohibited facilities to FTA; and
4. It will comply with the inspection and other requirements of the Clean Air Act, as amended,
( 42 U. S.C. § § 7401-7671 q); and the Federal Water Pollution Control Act as amended, (33
U.S.C. §§ 12514387).
The CONTRACTOR also agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FTA.
ARTICLE 50 -CIVIL RIGHTS AND EQUAL OPPORTUNITY
RFTA is an Equal Opportunity Employer. As such, RFTA agrees to comply with all applicable
Federal civil rights laws and implementing regulations. Apart from inconsistent requirements
imposed by Federal laws or regulations, RFTA agrees to comply with the requirements of 49 U.S. C
§ 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using
exclusionary or discriminatory specifications.
Under this Agreement, the Consultant shall at all times comply with the following requirements
and shall include these requirements in each subcontract entered into as a part thereof.
A. Nondiscrimination - In accordance with Federal transit law at 49 U.S.C. § 5332, the
Consultant agrees that it will not discriminate against any employee or applicant for
employment because of race, color, religion, national origin, sex, disability, or age. In
addition, the Consultant agrees to comply with applicable Federal implementing
regulations and other implementing requirements FTA may issue.
B. Race, Color, Religion, National Origin, 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 Consultant agrees to comply with all applicable equal employment opportunity
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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. Chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity
in Federal Employment", September 24, 1965 42 U.S.C. § 2000e note, as amended by any
later Executive Order that amends or supersedes it, referenced in 42 U.S.0 § 2000e note.
The Consultant agrees to take affirmative action to ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color,
religion, national origin, sex (including sexual orientation and gender identity). Such
action shall include, but not be limited to, the following: employment, promotion, 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 Consultant agrees to comply with any implementing requirements FTA may
issue.
C. � - In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-
6341 U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age
Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act of
1975, as amended, 42 U.S.C. § 6010 et seq., U.S. Health and Human Services regulations,
"Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal
Financial Assistance," 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the
Consultant 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.
D. Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended,
29 U.S.C. § 794, Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101
et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.0 § 4151, et seq., and
Federal transit law at 49 U.S.C. § 5332, the Consultant agrees to comply with any
implementing requirements FTA may issue.
ARTICLE 51 -DISADVANTAGED BUSINESS ENTERPRISES (DBE)
A. This Contract is subject to the requirements of Title 49, C.F.R. part 26, when applicable.
Contractor has a DBE Certification on file with FTA as required by Transit Vehicle
Manufacturers (TVMs).
B. The Contractor, sub -recipient, or subcontractor 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 C.F.R. 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 RFTA deems appropriate. Each subcontract the Contractor signs
with a subcontractor must include the assurance in this paragraph.
C. The Contractor will be required to cooperate with RFTA's monitoring of DBE
participation and submit quarterly written reports to RFTA of its DBE participation
obtained through race -neutral means whenever the term of Contract exceeds 90 days.
D. The Contractor is required to pay its subcontractor(s) performing work related to this
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contract for satisfactory performance of that work no later than 15 calendar days after the
Contractor's receipt of payment for that work from RFTA. In addition, the Contractor
may not hold retainage from its subcontractors.
E. The Contractor must promptly notify RFTA, 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
RFTA.
ARTICLE 52 - EMPLOYEE PROTECTIONS
The Contractor shall comply with the Davis -Bacon Act and the Copeland "AKickback" Act.
Under 49 U.S.C. § 5333(a), prevailing wage protections apply to laborers and mechanics employed
on FTA grant assisted construction, alteration, or repair projects. The Contractor will comply with
the Davis -Bacon Act, 40 U.S.C. §§ 3141-3144, and 3146-3148 as supplemented by DOL
regulations at 29 C.F.R. part 5, "Labor Standards Provisions Applicable to Contracts Governing
Federally Financed and Assisted Construction."
In accordance with the statute, the Contractor shall pay wages to laborers and mechanics at a rate
not less than the prevailing wages specified in a wage determination made by the Secretary of
Labor. In addition, the Contractor agrees to pay wages not less than once a week.
The Contractor shall also comply with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as
supplemented by DOL regulations at 29 C.F.R. part 3, "Contractors and Subcontractors on Public
Building or Public Work Financed in Whole or in part by Loans or Grants from the United States."
The Contractor is prohibited from inducing, by any means, any person employed in the
construction, completion, or repair of public work, to give up any part of the compensation to
which he or she is otherwise entitled.
The Contractor shall submit weekly, for every week in which any contract work is performed, a
copy of all payrolls to RFTA for transmission to the Federal Highway Administration. The payrolls
submitted shall set out accurately and completely all of the information required to be maintained
under U.S. Department of Labor (DOL) Regulations 29 CFR 5.5(a)(3)(ii
u).
This information must be accompanied by a signed "Statement of Compliance." Statements of
Compliance are to be made on the Payroll Form WH-347 or on any form with identical wording.
The Payroll Form WH-347 is available for this purpose online at
(http://www.dol.gov/whd/forms/wh347_pdf) or may be purchased from the Superintendent of
Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office,
Washington, DC 20402. The Contractor is responsible for the submission of copies of payrolls by
all subcontractors.
ARTICLE 53 -CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
For all contracts in excess of $100,000 that involve the employment of mechanics or laborers, the
Contractor shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §§
37013708), as supplemented by the DOL regulations at 29 C.F.R. part 5. Under 40 U.S.C. § 3702
of the Act, the Contractor shall compute the wages of every mechanic and laborer, including
watchmen and guards, on the basis of a standard work week of 40 hours. Work in excess of the
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standard workweek is permissible provided that the worker is compensated at a rate of not less
than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the
work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide
that no laborer or mechanic be required to work in surroundings or under working conditions which
are unsanitary, hazardous or dangerous. These requirements do not apply to the purchase of
supplies or materials or articles ordinarily available on the open market, or to contracts for
transportation or transmission of intelligence.
In the event of any violation of the clause set forth herein, the Contractor and any subcontractor
responsible therefor shall be liable for the unpaid wages. In addition, the 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 this clause 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 this clause.
The FTA 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 this section.
The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section
and 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 this agreement.
ARTICLE 54 -CONTRACT WORK HOURS AND SAFETY STANDARDS FOR
AWARDS NOT INVOLVING CONSTRUCTION
A. The contractor shall comply with all federal laws, regulations, and requirements providing
wage and hour protections for non -construction employees, in accordance with 40 U.S.0
§ 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that
Act, U.S.C. § 3701 et seq., and U.S. DOL regulations, "Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted Construction (also
Labor Standards Provisions Applicable to Non -construction Contracts Subject to the
Contract Work Hours and Safety Standards Act)." 29 C.F.R part 5.
B. The Contractor shall maintain payrolls and basic payroll records during the course of the
work and shall preserve them for a period of three (3) years from the completion of the
contract for all laborers and mechanics, including guards and watchmen, working on the
contract, Such records shall contain the name and address of each such employee, social
security number, correct classifications, hourly rates of wages paid, daily and weekly
number of hours worked, deductions made, and actual wages paid.
C. Such records maintained under this paragraph shall be made available by the Contractor
for inspection, copying, or transcription by authorized representatives of the FTA and the
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Department of Labor, and the Contractor shall permit such representatives to interview
employees during working hours on the job.
D. The Contractor shall require the inclusion of the language of this clause within subcontracts
of all tiers.
ARTICLE 55 -ENERGY CONSERVATION
The CONTRACTOR agrees to comply with mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance with the
Energy Policy and Conservation Act.
ARTICLE 56 -FLY AMERICA REQUIREMENTS
The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance
with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that
recipients and sub -recipients of Federal funds and their contractors are required to use U.S. flag
air carriers for U.S Government -financed international air travel and transportation of their
personal effects or property, to the extent such service is available, unless travel by foreign air
carrier is a matter of necessity, as defined by the Fly America Act.
The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or
memorandum adequately explaining why service by a U.S. flag air carrier was not available or
why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of
compliance with the Fly America requirements.
The Contractor agrees to include the requirements of this section in all subcontracts that may
involve international air transportation.
ARTICLE 57 -GOVERNMENT-WIDE AND SUSPENSION
Contractor shall comply and facilitate compliance with U.S. DOT regulations 2 C.F.R. part 1200
and 2 C.F.R part 180. As such, the Contractor shall verify that the Contractor, its principals,
affiliates, and subcontractors are eligible to participate in this federally funded contract.
The Contractor certifies that its principals, affiliates, and subcontractors are not presently declared
by any Federal department or agency to be:
1. Debarred from participation in any federally assisted award;
2. Suspended from participation in any federally assisted award;
3. Proposed for debarment from participation in any federally assisted award;
4. Declared ineligible to participate in any federally assisted award,
5. Voluntarily excluded from participation in any federally assisted award; or
6. Disqualified from participation in any federally assisted award.
By signing and submitting its proposal, Contractor certifies as follows:
"The certification in this clause is a material representation of fact relied upon by Rowing Fork
Transportation Authority (RFTA). If it is later determined by RFTA that the Contractor knowingly
rendered an erroneous certification, in addition to remedies available to RFTA, the Federal
Government may pursue available remedies, including but not limited to suspension and/or
debarment. The Contractor agrees to comply with the requirements of 2 C.F.R. part 180, subpart
C, as supplemented by 2 C.F.R. part 1200 throughout the term of the contract. The Contractor
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further agrees to include a provision requiring such compliance in its lower tier covered
transactions. "
ARTICLE 58 - IDRD ANTI -LOBBYING AMENDMENT 31 U.S.C. §1352
Contractors who apply or bid for an award of $100,000 or more shall file the certification required
by 49 C.F.R. Part 20, "New Restrictions on Lobbying." The Contractor shall timely comply with
the requirements of the lobbying restrictions set forth in Section 301 of Public Law 101-121, as
implemented by the Department of Transportation in 49 C.F.R. Part 20, and as those authorities
may be hereafter amended.
Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to
pay any person or organization for influencing or attempting to influence an officer or employee
A any agency, a member of Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal contract, grant or any other award
covered by 31 U.S.C. 1352.
If a Standard Form LLL "Disclosure Form to Report Lobbying" is required to be completed by the
Contractor or subcontractor at any tier, such disclosure form shall be furnished to RFTA.
ARTICLE 59 - NO GOVERNMENT OBLIGATION TO THIRD PARTIES
RFTA 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 RFTA, Contractor, or any
other party (whether or not a party to that Contract) pertaining to any matter resulting from the
underlying Contract.
The Contractor agrees to include the above clause in each subcontract financed in whole or in part
with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified,
except to identify the subcontractor who will be subject to its provisions.
ARTICLE 60 -PATENT AND RIGHTS IN DATA
If patentable discoveries or inventions should result from work described herein, all rights accruing
from such discoveries or inventions will be the sole property of RFTA. However, RFTA agrees
to and does hereby grant to the CONTRACTOR an irrevocable, non-exclusive, non -transferable,
and royalty -free license to practice each invention in the manufacture, use, and disposition
according to law of any article or material and in use of any method that may be developed as a
part of the work under this Contract.
ARTICLE 61 -PRE-AWARD AND POST DELIVERY AUDIT REQUIREMENTS OF
ROLLING STOCK
The Contractor agrees to comply with 49 U.S.C. § 5323(m) and FTA's implementing regulation at
49 C.F.R. part 663 and shall comply with the Buy America certification(s) submitted with its
proposal/bid. The Contractor agrees to participate and cooperate in any pre -award and post -
delivery audits performed pursuant to 49 C.F.R part 663 and related FTA guidance.
ARTICLE 62 -PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
OR RELATED ACTS
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The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 U.S.C. § 3801 et sec . and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Contract. 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.
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 authority of 49 U.S.C. chapter 53, the Government reserves the
right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(1) on the Contractor, to the
extent the Federal Government deems appropriate.
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.
ARTICLE 63 -PUBLIC TRANSPORTATION EMPLOYEE PROTECTIVE
ARRANGEMENT
The Contractor agrees to comply with the following employee protective arrangements of 49
U.S.C. A 5333(b):
A. U.S. DOL Certification. Under this Contract or any Amendments thereto that involve
public transportation operations that are supported with federal assistance, a certification
issued by U.S. DOL is a condition of the Contract.
B. Special Warranty. When the contract involves public transportation operations and is
financed with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S.
DOL will provide a Special Warranty for its award, including its award of federal
assistance under the Tribal Transit Program, The U.S. DOL Special Warranty is a
condition of the contract.
C. Special Arrangements. The conditions of 49 U.S.C. § 5333(b) do not apply to Contractors
providing public transportation operations pursuant to 49 U.S.C. § 5310. FTA reserves the
right to make case -by -case determination of the applicability of 49 U.S.C. § 5333(b) for all
transfers of funding authorized under title 23, United States Code (flex funds), and make
other exceptions as it deems appropriate, and in those instances, any special arrangements
required by FTA will be incorporated herein as required.
ARTICLE 64 -RECYCLED PRODUCTS
Recovered Materials -The Contractor agrees to provide a preference for those products and
services that conserve natural resources and are energy efficient by complying with and facilitating
compliance with Section 6002 of the Resource Conservation and Recovery Act (RCRA), as
amended, 42 U.S.C. 6962 and U.S. Environmental Protection Agency
(U.S. EPA),
Contract 23-022 Transit Buses Gillig LLC 27
Local/Grant/Lease RH 11115
"Comprehensive Procurement Guideline for Products Containing Recovered Materials", 40 C.F.R.
Part 247,
ARTICLE 65 -SAFE OPERATION OF MOTOR VEHICLES
Seat Belt Use.
The Contractor is encouraged to adopt and promote on -the job seat belt use policies and programs
For its employees and other personnel that operate company -owned vehicles, company -rented
vehicles, or personally operated vehicles. The terms "company -owned" and "company -leased"
refer to vehicles owned or leased either by the Contractor of RFTA.
Distracted Driving.
The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused
by distracted drivers, including policies to ban text messaging while using an electronic device
supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle the Contractor
owns, leases or rents, or a privately -owned vehicle when on official business in connection with
the work performed under this agreement.
ARTICLE 66 -SUBSTANCE ABUSE TESTING
Substance Abuse Testing -Option 1
The contractor agrees to participate in the Roaring Fork Transportation Authority's drug and
alcohol program established in compliance with 49 CFR part 655.
Abuse Testing -Option 2
The contractor agrees to establish and implement a drug and alcohol testing program that complies
with 49 CFR part 655, produce any documentation necessary to establish its compliance with part
655 and permit any authorized representative of the United States Department of Transportation
or its operating administrations, the State Oversight Agency of Colorado, or the Roaring Fork
Transportation Authority (RFTA), to inspect the facilities and records associated with the
implementation of the drug and alcohol testing program as required under 49 CFR part 655 and
review the testing process. The contractor agrees further to certify annually its compliance with
part 655 before (insert date) and to submit the Management Information System (MIS) reports
before (insert date before Match 15) to (insert title and address of person responsible for receiving
information). To certify compliance the contractor shall use the "Substance Abuse Certifications"
in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and
Cooperative Agreements," which is published annually in the Federal Register.
Substance Abuse Testing -Option 3
The contractor agrees to establish and implement a drug and alcohol testing program that complies
with 49 C.F.R. parts 655, produce any documentation necessary to establish its compliance with
part 655, and permit any authorized representative of the United States Department of
Transportation or its operating administrations, the State Oversight Agency of Colorado, or the
Roaring Fork Transportation Authority (RFTA), to inspect the facilities and records associated
with the implementation of the drug and alcohol testing program as required under 49 C.F.R. part
655 and review the testing process. The contractor agrees further to certify annually its compliance
Contract 23-022 Transit Buses
Gillig LLC
28
with part 655 before (insert date) and to submit the Management Information System (MIS)
reports before (insert date before March 15) to (insert title and address of person responsible for
receiving information). To certify compliance the contractor shall use the "Substance Abuse
Certifications" in the "Annual List of Certifications and Assurances for Federal Transit
Administration Grants and Cooperative Agreements," which is published annually in the Federal
Register. The Contractor agrees further to [Select a, b, or c] (a) submit before (insert date or upon
request) a copy of the Policy Statement developed to implement its drug and alcohol testing
program; OR (b) adopt (insert title of the Policy Statement the recipient wishes the contractor to
use) as its policy statement as required under 49 C.F.R. part 655; OR (c) submit for review and
approval before (insert date or upon request) a copy of its Policy Statement developed to
implement its drug and alcohol testing program. In addition, the contractor agrees to: (to be
determined by the recipient, but may address areas such as: the selection of the certified
laboratoi y, substance abuse professional, or Medical Review Officer, or the use of a consortium).
NOTE: this Option requires considerable additional language to be added.
Under Option 3, the recipient specifies some or all of the specific features of a Contractor's drug
and alcohol compliance program. Thus, it requires the recipient to decide what it wants to do and
how it wants to do it. The advantage of this option is that the recipient has more control over the
Contractor's drug and alcohol testing program, yet it is not actually administering the testing
program. The disadvantage is that the recipient has to specify and understand clearly what it wants
to do and why.
ARTICLE 67 - PRIVACY ACT
The Contractor agrees to comply with, and assures the compliance of its employees with, the
information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §
552a. Among other things, the Contractor agrees to obtain the express consent of the Federal
Government before the Contractor or its employees operate a system of records on behalf of the
Federal Government. The Contractor understands that the requirements of the Privacy Act,
including the civil and criminal penalties for violation of that Act, apply to those individuals
involved, and that failure to comply with the terms of the Privacy Act may result in termination of
the underlying contract.
The Contractor also agrees to include these requirements in each subcontract to administer any
system of records on behalf of the Federal Government financed in whole or in part with Federal
assistance provided by FTA.
ARTICLE 68 -PROMPT PAYMENT
The Contractor agrees to pay subcontractor under this Contract for satisfactory performance of its
contract no later than thirty (30) days from the receipt of each payment Contractor receives from
RFTA. Contractor agrees further to return retainage payments to each subcontractor within thirty
(30) days after the subcontractors' work is satisfactorily completed. Any delay or postponement
of payment from the above referenced time frame may occur only for good cause following written
approval from RFTA. This clause applies to both DBE and non -DBE subcontracts.
ARTICLE 69 -PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO
SURVEILLANCE SERVICES OR EQUIPMENT
1. Recipients and subrecipients are prohibited from obligating or expending loan or grant
funds to:
Contract 23-022 Transit Buses Gillig LLC 29
Local/Grant/Lease RH11115
a. Procure or obtain;
b. Extend or renew a contract to procure or obtain; or
c. Enter into a contract (or extend or renew a contract) to procure or obtain equipment,
services, or systems that uses covered telecommunications equipment or services as a
substantial or essential component of any system, or as critical technology as part of
any system. As described in Public Law 115-232, section 889, covered
telecommunications equipment is telecommunications equipment produced by Huawei
Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such
entities).
2. For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure, and other national security purposes, video
surveillance and telecommunications equipment produced by Hytera Communications
Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology
Company (or any subsidiary or affiliate of such entities).
3. Telecommunications or video surveillance services provided by such entities or using such
equipment.
4. Telecommunications or video surveillance equipment or services produced or provided by
an entity that the Secretary of Defense, in consultation with the Director of the National
Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to
be an entity owned or controlled by, or otherwise connected to, the government of a
covered foreign country.
ARTICLE 70 -REQUIREMENT TO NOTIFY THE FTA ON LEGAL MATTERS
KFTA shall promptly notify the FTA Chief Counsel or FTA Regional Counsel for its region
regarding current or prospective legal matters that may affect the Federal Government. The types
A legal matters that require notification include, but are not limited to, (1) a major dispute, breach,
or default, litigation, or naming the Federal Government as a party to litigation or a legal
disagreement in in any forum for any reason. (2) Matters that may affect the Federal Government
include, but are not limited to, the Federal Government's interests in the federal funds used towards
this Agreement, or the Federal Government's administration or enforcement of federal laws,
regulations, and requirements.
ARTICLE 71 -FEDERAL ENERGY CONSERVATION REQUIREMENTS
The Contractor agrees to comply with mandatory standards and policies relating to energy
efficiency that are contained in the state energy conservation plan issued in compliance with the
Energy Policy and Conservation Act.
ARTICLE 72 -ACCESS REQUIREMENT FOR PERSON WITH DISABILITIES
Contractor shall comply with 49 USC 5301(d), stating Federal policy that the elderly and persons
with disabilities have the same rights 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 that policy.
Contractor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation Act
(1973), as amended, 29 USC 794, which prohibits discrimination on the basis of handicaps,
Contract 23-022 Transit Buses Gillig LLC 30
Local/Grant/Lease RH11115
and the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq.,
which requires that accessible facilities and services be made available to persons with
disabilities, including any subsequent amendments thereto.
ARTICLE 73 - CONFORIVI[ANCE WITH ITS ARCHITECTURE
Contractor shall conform, to the extent applicable, to the National Intelligent Transportation
Standards architecture as required by SAFETEA-LU Section 5307(c), 23 U.S.0 Section
512 and as amended by MAP-2123 U.S.C. §517(d), note and follow the provisions of FTA Notice,
"FTA National Architecture Policy on Transit Projects," 66 Fed. Reg.1455 et seq., January 8,
2001, and any other implementing directives FTA may issue at a later date, except to the extent
FTA determines otherwise in writing.
ARTICLE 74 —TRAFFICKING IN PERSONS
The Contractor agrees that the Contractor and its employees shall not, at any time during the
performance of this Contract, do any of the following:
A. Engage in severe forms of trafficking in persons, as defined Section 103 of the Trafficking
Victims Protection Act of 2000 ("TVPA"), as amended, 22 U.S.C. § 7102;
B. Procure a commercial sex act, as defined Section 103 of the TVPA, as amended, 22 U.S.C.
§ 71020 or
C. Use forced labor, defined as labor obtained by recruitment, harboring, transportation,
provision, or other means of obtaining of a person for labor or services through the use of
force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage,
debt bondage, or slavery, in the performance of the Contract or permit the use of forced
labor in the performance of any subcontract hereunder.
ARTICLE 75 —FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS
Contractor agrees that, prior to entering into any subcontract. Contractor will require the
subcontractor to provide a certification on Federal Tax Liability and Recent Felony Convictions,
which should be identical to the certification that Contractor provided by RFTA. If the prospective
subcontractor cannot certify as to the statements, Contractor shall not enter into the subcontract
absent RFTA and FTA approval. Contractor agrees to include this clause in all subcontractor
contracts or agreements.
ARTICLE 76 —BUS TESTING \
The Contractor [Manufacturer] agrees to comply with the Bus Testing requirements under 49
U.S.C. A 5318(e) and FTA's implementing regulation at 49 C.F.R. part 665 to ensure that the
requisite testing is performed for all new bus models or any bus model with a major change in
configuration or components, and that the bus model has received a passing score. Upon
completion of the testing, the Contractor shall obtain a copy of the bus testing reports from the
operator of the testing facility and make that report(s) publicly available prior to final acceptance
of the first vehicle by the recipient.
Contract 23-022 Transit Buses Gillig LLC 31
Local/Grant/Lease RH 11115
IN WITNESS WHEREOF, said parties have hereunto set their hand and affixed their seals the
day and year above first written.
PROFESSIONAL
willi�� F F�ry s�
William F Fay Jr. (Jun 14, 2024 15:44 PDT)
William F. Fay, Jr., Vice President, Sales
ROARING FORK TRANSPORTATION
AUTHORITY
Dan BlankenshiChief Executive Off p,icer
Reviewed By:
Kurt Ravenschlag, Chief Operating Officer
Address: Address:
451 Discovery Drive 2307 Wulfsohn Road
Livermore, CA 94551 Glenwood Springs, Colorado 81601
APPROVED AS TO FORM AND
LEGALITY
By:
Paul Taddune (Jun 14, 2024 15:09 MDT)
Paul Taddune, RFTA General Counsel
Contract 23-022 Transit Buses Gillig LLC 32
Local/Grant/Lease RH11115
EXHIBIT A: TECHNICAL SPECIFICATIONS
[BETA Solicitation No. 21-005, Section 6 — Technical Specifications, fully conformed, is
referenced and incorporated, as if fully set out herein.]
Contract 23-022 Transit Buses Gillig LLC 33
Local/Grant/Lease RH 11115
EXHIBIT B: COMPENSATION AND METHOD OF PAYMENT FOR SERVICES
1. Per Vehicle Cost. RFTA and the participating agencies reserve the right to order buses and
equipment for a one (1) year period beginning upon the date of contract award via separate
purchase agreement. The base prices of such buses and equipment shall be at the prices quoted
below. Each agency will request written quotations for their specific vehicle needs to be
A
ncluded in the purchase agreement.
2. The Base Order Price may only be modified by written agreement of both parties to the
Contract in the form of a Contract Amendment as specified in Article 12 of this Contract.
Economic adjustment of the Base Order Price must be in according to Article 3.
a. Base Order Price —BEB (35') $111075887.00
b. Base Order Price — BEB (40') $1 J 120077000
c. Base Order Price — CNG (30') $ 70%247.00
d. Base Order Price — Diesel (30') $ 671,836.00
e. Base Order price — Diesel (40') $ 6825086000
If any significant equipment modifications are made, exclusive of cardinal changes, and in
compliance with the terms of the Contract, RFTA and the CONTRACTOR will enter into
negotiations to determine the price of the equipment modification(s) and the impact of the
modification(s) on the Base Order Price(s).
All future releases, including any equipment modification(s), will be priced based upon the
revised Base Award Price as outlined in Article 3 Economic Adjustment. All manufacturer
(OEM) chassis increases must be documented and provided to RFTA.
3. General Terms and Conditions
a. For full and complete compensation for all work, materials, and services furnished
under the terms of this Contract, the CONTRACTOR shall be paid the fixed price
specified in Exhibit B. Section 1 above.
b. The fixed price amount for the Contract shall not be exceeded unless RFTA
determines that there is a requirement for a substantial change in the scope,
character, or complexity of the Work, from that originally negotiated for the
Contract and issues a Contract Amendment.
c. The CONTRACTOR expressly agrees that it shall do, perform and carry out in a
satisfactory and proper manner, as determined by RFTA, all of the Work described
in the Contract.
d. Should the work under the Contract be terminated for convenience by RFTA, the
CONTRACTOR shall be paid in accordance with Article 25 of the Contract.
4. Invoicing. Contractor shall submit to RFTA's Project Manager complete, properly supported
and audit -worthy invoices for the Goods and Services provided. The Contractor may be
required to provide:
a. Proof satisfactory that there are no unsatisfied claims and that no other indebtedness
exists in connection with the Goods and Services.
Contract 23-022 Transit Buses Gillig LLC 34
Local/Grant/Lease RH11115
b. All documents, records, correspondence, and deliverables which Contractor and
other persons providing the Goods and Services are required to provide to RFTA
under the Contract.
Invoices shall be in a form satisfactory to RFTA and shall reference this RFTA Contract
No. 23-022. The invoices shall be submitted to RFTA's Project Manager at the following
address:
Oririnal Invoice to: Roaring Fork Transportation Authority
2307 Wulfsohn Road
Glenwood Springs, CO 81601
Attn: Mike Christenson, Director of Maintenance
Copy to: procurementkrfta.com
Payment terms are 30 calendar days following receipt of a correct and audit worthy invoice
by RFTA.
5. Final Completion. The Contract will not be completed until Notice of Final Acceptance has
been issued and RFTA provides a written statement that the CONTRACTOR has completed
all requirements of the Contract. When RFTA deems the Goods and Services acceptable
under the Contract and the Contract fully performed, RFTA will promptly issue a final
Certificate for Payment stating that to the best of its knowledge, information and belief, and
on the basis of RFTA's observations and inspections, the Contract has been completed in
accordance with the terms and conditions of the Contract document and that the entire
balance found to be due the CONTRACTOR, and noted in said final Certificate, is due and
payable.
It is understood that any warranties do not begin until the Notice of Final Acceptance has been
issued by RFTA.
Contract 23-022 Transit Buses Gillig LLC 35
Local/Grant/Lease RH 11115
EXHIBIT C: REQUEST FOR PROPOSALS
[Solicitation No. ZI-UUD Transit Buses, fully conformed, is incorporated herein by reference.]
Contract 23-022 Transit Buses Gillig LLC 36
Local/Grant/Lease RH ll ll 5
EXHIBIT D: CONTRACTOR'S RESPONSE TO RFP
[CONTRACTOR'S Proposal, including Gillig response to RFTA request for clarification and
answers to questions is incorporated herein by reference.]
Contract 23-022 Transit Buses Gillig LLC 37
Local/Grant/Lease RH 11115
3�OAe2 Transit Buses - Gillig Changes &11-24
Final Audit Report 2024-06-18
Created: 2024-06-14
By: Procurement RFTA (procurement@rfta.com)
Status: Signed
Transaction ID: CBJCHBCAABAALJFxyiuKzM6DErW-bC_2pQIZU5AG9rvE
"23-022 Transit Buses -Gillig ChangesHistory
�� i Document created by Procurement RFTA (procurement@rfta.com)
2024-06-14 - 7:09:27 PM GMT- IP address: 216.147.121.164
C'+ Document emailed to Paul Taddune (ptaddune@rfta.com) for signature
2024-06-14 - 7:11:30 PM GMT
'i Email viewed by Paul Taddune (ptaddune@rfta.com)
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r t, Document e-signed by Paul Taddune (ptaddune@rfta.com)
Signature Date: 2024-06-14 - 9:09:38 PM GMT -Time Source: server- IP address: 73.203.50.123
C`-► Document emailed to Bill Fay (bill.fay@gillig.com) for signature
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��, Signer Bill Fay (bill.fay@gillig.com) entered name at signing as William F Fay Jr.
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�rQ Document e-signed by William F Fay Jr. (bill.fay@gillig.com)
Signature Date: 2024-06-14 - 10:44:44 PM GMT -Time Source: server- IP address: 50.224.148.202
Document emailed to Kurt Ravenschlag (kravenschlag@rfta.com) for signature
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