The URL can be used to link to this page

Backup Documents 04/27/2021 Item #16D 7 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 0 7 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management LG 67/2'1 2. County Attorney Office County Attorney Office QJz i 4. BCC Office Board of County S�7-j �I • Commissioners ,Zt4 4. Minutes and Records Clerk of Court's Office N't") 5d 4'aa?, ?(Or 1 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department Agenda Date Item was APRIL 27, 2021 Agenda Item Number 16.D.7. Approved by the BCC Type of Document CONTRACT Number of Original 1 Attached Documents Attached PO number or account N/A 20-7788 ECOLANE USA, number if document is Ecolane USA, Inc INC. I to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 04/27/2021 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. opts this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the 11 an option fog Chairman's signature. RRARIVED J APR 2 7 2021 Risk Management 160 7 MEMORANDUM Date: May 4, 2021 To: Ana Reynoso, Procurement Services From: Martha Vergara, Sr. Deputy Clerk Minutes & Records Department Re: Contract #20-7788 "Paratransit Demand Response Software" Contractor: Ecolane USA, Inc. Attached for your records is an original of the referenced document above, (Item #16D7) adopted by the Board of County Commissioners on Tuesday, April 27, 2021. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment 160 7 GENERAL SERVICE AGREEMENT # 20-7788 for Paratransit Demand Response Software THIS AGREEMENT, made and entered into on this Q.141 day of 144V%1(/ 2021 , by and between Ecolane USA Inc. authorized to do business in the State of Florida, whose business address is 940 West Valley Road, Suite 1400, Wayne, PA 19087 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1 . AGREEMENT TERM. The Agreement shall be for a five (5 ) year period, commencing ■ upon the date of Board approval or upon , and terminating five (5 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. Tile County may, at its -d4eoretien and with the consent of the Contr-aster;--iwae e.,t,—f®r ( ) additional the end of the Agreement term then in effect;: The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑ Pwohase-Order ❑■ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of In Request for Proposal (RFP) n kwtatiea-to—Bid- d-T-B-) n Other ( ) # 20-7788 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. III The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. Page 1 of 17 General Service Agreement#2017-003(Ver,I) 16D 7 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. The County shall pay the G estimated maximum amount of ($. ), per County fiscal year, pursuant to the fees as set for in Exhibit -B a ttaehe made upon receipt of a proper invoice and upon approval by the County's Contract ter 218, Fla. Stats., n The County shall pay the Contractor for the performance of this Agreement upon completion or partial completion of the work tasks as accepted and approved by the County's Contract Administrative Agent/County Project Manager or his designee pursuant to the fees as set forth in Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1 . Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". I The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), n The County shall pay the Contractor for the performance of this Agreemet--are d +n--secnpliaose-with-Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): • Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Page 2 of 17 General Service Agreement#2017-003(Ver.1) EAU 160 7 whichiblc to accurately est+raaa , ed of company {or eoe documentation for the project. • Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4-4 ui able€.xpeiases avef-a e+abe-€xpee-see must bed as per Section 112.061 Fla. Stats. Mileage $0 44-.-6per-mile a ea4Efaet $6.00 Lunch $11.00 Dinner $10.00 Airfare Actual ticket cost ti class fare Rental car Actual rental cost limited--to----oe rpaet--ef standard size vehicles Actual cost of parking er;sire Page 3 of 17 General Service Agreement#2017-003(Ver.1) CA 160 7 of iatirs d -+ter then-t a R-tra vel-ex penses-sha I e-firn+ted--te- e-fo to tel eee 1 s7--pl teeopy+ g charges and postage. Reieliatfrsalale. or-ha - =evided-a r--sha-lf-be x-peas n-s 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531 C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Ecolane USA Inc. Address: 940 West Valley Road, Suite 1400 Wayne, PA 19087 Authorized Agent: Attention Name & Title: Ryan Larsen, Senior Vice President Telephone: (712) 249-6156 E-Mail(s): Ryan.Larsen@ecolane.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Michelle Arnold Edwards Division Name: Public Transit & Neighborhood Enhancement Address: 3299 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Omar Deleon, Manager Telephone: (239) 252-4996 E-Mail(s): OmarDeleon@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. Page 4 of 17 General Service Agreement#2017-003(Ver.I) F,t � 16D 7 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. n Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability Page 5 of 17 General Service Agreement#2017-003(Ver.1) 160 7 and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. &rsi a&s Auto Ua bfflty: Geverage s h afl #lave FaiffiFfiticfl 1146 of innl it—fer— e Vie. Valiiel C. • Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. 9 R-re ll+ty: liability for claims arising out of the performance of professional services under this irtas• taelef han $ caela E. 7 "he iabil+t euerage-sl}all per-lama F N Technology Errors & Omissions : Coverage shall have minimum liimits of$ 1,000,000 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. Page 6 of 17 General Service Agreement#2017-003(Ver 1) 160 7 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Transit & Neighborhood Enchancment Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, • Exhibit B Fee Schedule, • RFP/ ITS/ der -- #20-7788 , including Exhibits, Attachments and Addenda/Addendum, n subsequent quotes, and • Other Exhibit/Attachment: Exhibit C- Federal Contract Provisions Exhibit D- Ecolane USA Inc. Software License & Services Agreement 17. APPLICABILITY. Sections corresponding to any checked box (U) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. Page 7 of 17 General Service Agreement#2017-003(Ver.1) CA0 1 6 D 7 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311 . Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 The Contractor must specifically comply with the Florida Public Records Law to: 1 . Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law, 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. Page 8 of 17 General Service Agreement#2017-003(Ver.1) 160 7 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. ❑ i , , materials, and shall leave the Project site clean. Page 9 of 17 General Service Agreement#2017-003(Ver.1) 160 7 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. I■I WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. Ill TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. n PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due to Contractor. Page 10 of 17 General Service Agreement#2017-003(Ver.1) Z60 7 B. Ge t+a er-shaf4-net--t+3ad-per--pe it-an-y-paft-ef n-y- t etur-e-to-be-loadedm.i ..,any tructure, nor shall Contractor.su many-pad-ef-t ae rases or p el-angec-ft.- l: ar-k--eetal-l+eh i l --re-spelt to the Project. If Contractor, or its Contractor is logatty- a r afk-s--Oentraeter---mil + aemed 4 ett er}ehmarks--an4 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31 . ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Page 11 of 17 General Service Agreement#2017-003(Ver.1) 160 7 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. I I KEYP-E-RS9NN€L. The Carty-acte ' eizseta l e--3e- tilized -fo-r this y-lae-d e sh-aThassign on e e ve substantially the same or better qualifications 4 oe-as-pessit seven (7) days of the- e--T-I4e-Getmy-rairi sedrlasemen4 persofanei- • AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. I ORDER-OE PRECEDENCE. In the event of any conflict between-er-a ef-any of the Contract or's Proposal and/or the County's Board approved Executive Summary, the Contract Documents-smell take precedence. n ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its Page 12 of 17 General Service Agreement#2017-003(Ver.I) 160 7 assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. 38. n SAFETY. All Contraeters and bse aster ef#ecming-sew+ee-fer--Geffier-County-are State-a d-Geunt ppe rulesa4-negations. Also, all Contractors and su etamage-te-any-pesen Ge#icr County Government has authorized the Occupational Safety and Health the right to refuse to allow OSHA onto a project that is being performed on Collier County _place ' ef-andleff Safety-E�eer- (Intentionally left blank-signature page to follow) Page 13 of 17 General Service Agreement#2017-003(Ver 1) I6CI 7 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD O COUNTY COMMISSIONERS COLLIE C TY, FLORID Crystal K. Kinzel, Clerk of Court & Co By. By Penny Tayl , Chair Dated: 4 (SEAL) lest as to chairman's Contractor's9RI'nressIs: Ecolane USA Inc. Contractor f;-,---r (GI'-..2e----f----c-j&I &cthr's First Witness nature LI s a T '.1,4.-e� Gov Gr 4em1Aeli, c� TType/print signature and titleT TType/print witness name nn 614V Contractor's Second Witness AM./. .Ld'( A1 TType/print witness nameT Approve as to For.ind Legality: t County; ttorne , .►� � I1 ieeyi,° Print Name Page 14 of 17 General Service Agreement 112017-003(Ver.I) A(? 160 7 Exhibit A Scope of Services 1 n following this page (pages through 17 ) n this exhibit is not applicable Page 15 of 17 General Service Agreement#2017-003(Ver.I) 16D 7 RFP# 20-7788 "Paratransit Demand Response Software" Exhibit A Scope of Services BACKGROUND Collier County Public Transit & Neighborhood Enhancement (PTNE) Division administers the Collier Area Paratransit system, known as CAT CONNECT, for Collier County. CAT CONNECT currently provide approximately 106,000 annual passenger trips as a door to door service for residents and visitors who do not have access to any other transportation,including the Fixed Route system. The CAT CONNECT program provides transportation service for eligible individuals through several funding programs, including the Federal Transit Administration (FTA) and the Florida Commissions for the Transportation Disadvantaged (FCTD). CAT CONNECT can be used for medical appointments, work, school and other trips depending on the funding program the individual qualifies under. The County is the designated Community Transportation Coordinator(CTC) under Florida Statute Chapter 427. As the CTC,the PTNE Division administers the coordination of transportation services for the disabled and economically disadvantaged throughout the entire County, including the City of Naples, Marco Island, Immokalee and Everglades City. Currently all trips require reservation at least the day before the intended trip although trips may be scheduled up to two (2)weeks in advance. Standing order(recurring)trips can also be established when a customer regularly travels to and from the same destination two or more times a week at the same time. Passengers may be accompanied by a personal care attendant(PCA)or guest. Many passengers travel with wheelchairs or other mobility devices, some may require a service animal or other special considerations for their travel. Fares range from $1.00, $3.00 or $4.00 per trip. All passengers and their guests must pay the applicable fare. The program has policies for when a passenger is"Ready early","Will-call", "Cancelations"and"no-shows". The service operates under a"Negotiated Trip" system whereby if the exact time a passenger would like to travel is not available, Customer Service may offer options available for travel time. CAT is constantly seeking new ways to serve its customers,create partnerships and the utilization of new products and technology to enhance the service. Intelligent Transportation System (ITS) applications can offer great opportunities for CAT to improve existing products and services, for the convenience of the customer. DETAILED SCOPE OF WORK The purpose of this Agreement is for a fully automated, real-time, batch order taking, scheduling, and dispatching software solution that will schedule standard paratransit demand response trips. The solution will combine Geographic Information Systems (GIS) based route mapping tools with trip reservation, schedule, and route generation. 1. Technical Specifications Improve the efficiency and effectiveness (On-time Performance and Passenger per Hour) of its demand response transportation services to achieve an On-Time Performance at 92%and 2 Passenger Per Hour through the acquisition and implementation of a centralized modern-day scheduling and dispatching software solution for 36 vehicles. The County agrees to use Ecolane DRT and all Ecolane products as trained and intended. The software system and Mobile Data Terminals (MDT) described herein must enhance capabilities to manage customer files, generate schedules, and assist or eliminate the reliance on manual schedule production. Finally, the solution must reduce manual duplication of data, increase accuracy of statistical reporting, reduce the number of no-shows and or cancelation at time of pick-up, give dispatcher modules to be pro-active, capable of enhanced billing, and provide Page 1 of 17 Exhibit A- Scope of Services 160 7 management with higher levels of oversight in the operations area. Scheduling and Dispatching Software Systems—Technical Specifications The software solution will contain the following elements: Client Database A. Transition Plan The Contractor shall describe the plan for transitioning data points from the current paratransit software to the new implementations. The Contractor will describe what data sets will be transitioning to the new system. Database Attributes at a minimum the client database shall be capable of providing a full range of data elements for each client in the system. Information shall include full identification including gender,address,contact details,third party/emergency contacts, disability status, mobility aides used, required accommodations, caregiver, language spoken by client, program affiliation,and third-party contract payee options.Additionally, system shall permit assignment of various demographic codes, such as elderly, youth, etc. B. System shall be capable of tracking trip purpose for each trip with customization possible in terms of defining various trip purposes. C. Collier Area Transit will not define the required fields nor dictate the format for data to populate the client database fields. The Contractor shall be responsible for providing a fully functional client database functionality file suitable to transit system needs. D. Customer Look-Up The customer database shall provide functionality to allow customer service agents to readily look- up client records for edit, trip-booking, etc. Search capabilities should be based on customer name, and identification number, or similar characteristic. When looking up a customer, auto-complete features are desirable to minimize user input. E. New Client Entry/Customer Edits System shall be capable of registering new clients, capturing information about addresses, disability type, space requirement, load/unload time, fares, payment options, eligibility conditions, funding sources, etc. while a customer service agent has the new customer on the telephone. System shall permit edit of all fields in a customer records in a real-time basis and shall permit suspensions (temporary) of service. System shall have the option to identify what kind of service, (American Disability Act or Transportation Disadvantage)based on the new customer's address and don't have access to one of our fixed route options. F. Client Details System shall be capable of recording and displaying trip history details specific to each client, such as recent trip dates,trip origins, or trip destinations. System must have the ability to capture information on trip cancellations and no-shows specific to individual customers. G. Letter/Label Utility. Based upon the templates provided with the Q&A, Ecolane could help CAT set up fields within the templates. CAT would export the required data into Excel or CSV format from one of our pre-defined reports or create an ad-hoc report with the Trip or Client Export tool. Word's letter wizard could walk through creating the individual letters for each template. Page 2 of 17 Exhibit A-Scope of Services CA 160 If CAT required pre-defined reports to be made to mimic these templates, a quote for that can be provided upon request. The Ecolane professional services team will train CAT staff on how to set-up fields to pull data from to create the necessary letter templates. Any specific letter templates that are required would require a price quote for the additional work. H. Certification Date/Expiration Date. The system shall allow entry of a certification date defining when the client is authorized to begin receiving service. Because some clients have temporary eligibility,the system shall also allow entry of a certification expiration date. Certification and expiration dates must be capable of being specified separately for specific funding sources. Eligibility expiration dates shall prevent the reservation on trips outside of the expiration date parameters. GIS and Mapping Functions- General Collier Area Transit requires that the Contractor provide GIS functionality in the software product. Mapping capabilities and the dispatcher's abilities to identify approximate current locations, based on last known point in the schedule, is essential. J. Service Area Collier Area Transit requires that the service area boundary be readily identifiable and graphic, or query functionality must be present to determine if requested trip origins and destinations are within the service area. Fixed Route data shall be easily uploaded into the system, addresses shall be associated to routes within the American Disability Act(ADA) corridor when applicable. K. GIS Functionality The software must incorporate GIS capabilities and allow user access to map views of the service area; individual routes or runs, and/or bus stops; specific street address; or other specified user- defined zoom levels. Panning/Zoning shall be incorporated into the mapping capabilities. In addition to providing support to the software's primary scheduling and customer information functions,the GIS functionality of the software must support other GIS analyses. The software must be capable of: • printing/producing camera ready printed output • providing geographically based query functions L. Export of Map Data System shall be capable of exporting data and graphic images to other software platforms. If the software is limited to basic mapping functions, then data shall be exportable to standard GIS software (e.g., Environmental Systems Research Institute (ESRI) mapping products) enabling external GIS analyses. System shall be capable of printing maps to system printers or other devices (plotters, etc.). M. Map Features and Attributes Access to maps must be seamless from within the scheduling software (e.g., user should be able to generate map with single mouse click or menu selection). Base maps must contain current attributes on street segments, addressing, speed limits, etc. The Contractor shall be responsible for supplying a fully up-to-date map complete with all attributes necessary for point-to-point scheduling using street level routing geography (not zones). Street network shall permit definition of segment characteristics, such as speed limits, one-way direction, etc. System shall provide methods of allowing user editing of the base map to add new streets, change municipal boundaries, define incomplete address ranges, etc. Page 3 of 17 Exhibit A-Scope of Services S 16 7 GIS functionality shall include: • ability to develop overlays or coverages of municipal boundaries and other key geographies. • ability to define service-based zones, such as fare zones, etc. This is critical functionality that must be provided. System shall permit definition and display of physical features that act as barriers to transportation. System shall be capable of defining and displaying point files, indicating system time points, bus stops, major intersections, major transfer points, and major destinations of travel, or other points of interest. N. Geocoding Service area map shall contain definitions of street segment name and address ranges. System shall have full geocoding capability allowing Collier Area Transit to enter an address and locate the address on the map. System shall be capable of handling various abbreviations of names (e.g., St. for Street, etc.) in the geocoding process. System shall permit manual assignment of x- and y- coordinates in the event an address cannot be geocoded based on existing map address range attributes. O. Distance Computation System shall have the capability to use street level GIS map data speed to calculate driving and length duration during the scheduling process as well as the capability to use the street GIS level map data to identify one-way street information while calculating drive length and duration. P. Graphical Display of Trips/Tour For any trip reservation, system shall be capable of providing, using the GIS capabilities of the software, a map image of the trip origin and/or destination. Trip data shall be compatible for viewing and integration on Google Earth applications. Trip Reservations Q. Real Time Trip Details Entry System shall permit trip booking while transit personnel are on the phone with the client/customer. System must be capable of processing both subscription(standing order)and demand response trips in this manner. System shall be capable of processing, scheduling and dispatch same day trip orders without the need to manual intervention from users. System shall permit the necessary tools to negotiate the trip based on our guidelines during the time of reservation. System shall permit reservation staff to access client records by entering client last name,telephone number, or other ID number. Typical protocols involve booking trips using client last name. Additional details must be available to the customer service agent in order to distinguish between customers with the same last name. System will have the capability to automatically populate the reservation screen with the customer data, including commonly used locations, mobility device, eligibility, PCA, etc. after the individual has been identified. Pop-up windows or list boxes shall be used to display lists of clients for easy access and selection. Once selected, pertinent data from the client database file shall be accessible to the reservation clerk, either through on-screen display or pop-up window. The Contractor shall describe the reservation process and any automation that have been incorporated to facility the process and limit manual input errors. R. Default and Common Pick-Up Address System shall default to the client's home address as the pick-up location. System shall provide ability to enter alternative addresses through key stroke entry or through use of list boxes of alternative pick-up addresses associated with that client(e.g., common travel destinations of that customer). Page 4 of 17 Exhibit A-Scope of Services 16D 7 S. Client Trip Destinations System shall be capable of displaying,through pop-up window, list box, or similar alternative, a list of most frequent client travel destinations and/or recent destinations of travel for easy insertion into the destination field. User must be able to select destination from these fields and populate trip destination fields through this selection process. System shall have the capability of creating one- way trip, round trip or multiple destinations from the same reservation screen, but with different confirmation number for each leg of the trip. T. Trip Reversals System shall be capable of automatically generating trip reversals or booking the return trip from the originating trip destination to trip origin. U. Pick-Up Time, Appointment Time, and Allowances System shall be capable of scheduling based on requested pick-up time or customer appointment time and shall take into account appropriate travel time to ensure on-time arrival at a destination. System shall be capable of incorporating a user-specified policy on pick-up time negotiation with the client. System must be capable of incorporating multiple policies. V. Advance Reservations System shall be capable of accepting trip reservations for a period of at least up to 14 days in advance of the requested trip date. W. Standing Order Trip Entty System shall be capable of accepting standing orders. System shall permit day of the week type travel dates and monthly calendar-based travel dates, (e.g., first and third Wednesday of each month). System shall be capable setting finite limits on the length of subscription orders. Systems shall permit transit personnel to "turn off," on a temporary basis, a client's standing order. System shall permit entry of both a start date and end date of the time period when the client will not take the standing order trip. X. Trip Reservation Editing System shall provide means for a customer service representative to easily and quickly access existing trip reservations for the client in order to edit travel destination, trip dates, and/or travel times. System shall permit cancellation of any trip in the system in advance consistent with defined system policies on trip cancellations. System shall maintain a cancellation record, by client, to facilitate system management of sanctions for excessive customer abuse of cancellation policies. Y. Suspended Service System shall be capable of temporarily suspending a client's eligibility for service. System shall permit entry of both a start date and end date of the time period when the client's ridership privileges are suspended. During this period, system shall not permit trip booking. System shall have provisions, in the event an individual customer's service is temporarily or permanently suspended, to display a warning alert or physically block a reservation agent from booking a suspended client's trip. Z. Personal Care Attendants, Companions, and Escorts System shall be capable, during the course of the reservation entry process, of allowing customer service agents to add personal care attendants and companions to the trip order. AA. Fare Computation System, at the conclusion of trip booking, shall provide a confirmation of the booking with fare(s), if applicable, to be paid by the user(s), escorts, or companion. System should give dispatch the capability to mark if a passenger paid one-way,round trip or multiple trips either at pick up or at the end of their trip. Page 5 of 17 Exhibit A-Scope of Services A 16D BB. Trip Cancellation System shall provide methods to enable customer service agents to easily retrieve an existing trip reservation and, upon customer request, cancel the reservation. System shall provide various trip codes to document the reason for the cancellation (e.g., "cancelled on customer request"etc.). CC. Group Trip Bookings System shall allow the call taker to designate any completed trip booking as a group booking (e.g., a trip for a group of two or more individuals travelling to a common destination that will be scheduled, as a matter of system policy, to the same run), and then add or delete individual clients from the group booking. 2. Scheduling System shall have capability to perform fully automated scheduling, either in batch mode or the scheduling of individual trips. The system shall provide the scheduler with web-based tools to proactively manage productivity (passengers per hour, trips per hour). The scheduling process shall be completely automated and have a proven capability to function without a scheduling position initiating the scheduling. The automated scheduling process shall continuously look to improve schedules based on real time operating factors such as cancellations, no-shows, vehicles positions, driver performance, etc. A. Automated Batch Scheduling System shall be capable of scheduling, in batch mode on a next-day basis as well as 14 day in advance, all reservations for a designated travel day. Scheduling shall be based on the actual street network in the service area(e.g., actual x-and y-coordinates,not zones), parameters associated with network segments as established in the GIS system,physical barriers,speed parameters,time of day, and appropriate dwell times for the boarding and alighting of passengers. B. Subscription Trips System shall permit the establishment of base runs or subscription templates based on existing standing orders. System shall be capable of evaluating base runs in order to optimize run in terms of least distance and travel time, based on network factors. C. Unscheduled Trips System shall permit trips to be placed in the system schedule but remain unassigned to a specific run through a user manual setting of the trip to "unassigned" or "will-call" category or similar means. The System shall also be capable of permitting manual insertion of such trips into the schedule,with automatic dynamic updating of the remaining scheduled pick- ups and drop-offs on the run. D. Same Day Trip Orders System shall be capable of taking trip orders on a same day basis and dynamically scheduling the trip into existing schedules. System shall consider existing path of route travel, existing customer assigned trips, and system policies on travel and pick up time windows in making the scheduling assignment. If system is capable of producing multiple solutions to the trip assignment, priorities, expressed on some type of score or other method,it shall show the best possible choice of assignment as the default selection. When a same day order is accepted and assigned to a run(or unassigned run is assigned to a run), it is imperative that the system shall be capable of dynamically updating the remaining scheduled pick-ups and drop-offs on the run's schedule. System shall allow the scheduling of trips for a route-deviation service. E. Service Zones System shall be capable of producing schedules, by run, in chronological order or by sequential run number, indicating projected arrival time of system vehicles at each origin and destination. Schedules must be developed on zones or counties, based on user specified service zones. System Page 6 of 17 Exhibit A-Scope of Services S 160• 7 must be capable of recognizing geographic zones and assign trips to the proper zone when systems serve multiple counties with dedicated vehicles and staff. F. Display Once generated, system shall be able to display all schedules for all runs on a given day. Display shall contain all pertinent run data and contain necessary menu and edit tools to provide manual adjustments, as necessary, to the scheduled runs. If any manual adjustments are made, dispatchers should be notified of the changes. G. Validation/Violations System shall have internal validation controls to ensure that schedules do not violate schedule and work rules. Additionally, system shall have capacity to evaluate overall travel time for individual passengers to ensure that system travel time limitations are not exceeded. System shall be capable of generating or identifying trips that violate system parameters so that staff can attempt to remedy the violation. H. Manual Override System shall provide the capability of scheduling staff to manually move trips after schedule development. When such overrides are made, the system shall record and timestamp the override action in the trip record (or in an associated database) in order to provide a historical account of changes to the original (booked) reservation. Labor Rules System shall be capable of scheduling trips to established runs taking into account system labor rules on work hours, breaks, and employee work hours. J. Vehicle Assignment In assigning passengers to vehicles and/or vehicles to system runs, system shall be capable of recognizing the need for accessible vehicles, vehicle capacity, etc., in making said assignments. System shall have the capability of assigning vehicles to zones or counties. K. Editing Schedules System shall be capable of adding trips to a previously generated schedules or re-assigning trips from one run to another in dynamic fashion. System shall be capable of evaluating individual trip parameters and select runs that best satisfy the requirements of the reservation while maintaining the integrity of existing reservations on the same run. If system generates a range of alternatives, system shall present alternatives in rank order with the highest ranked alternative indicating the "best" selection. The best selection will be chosen based on vehicle Global Positioning System (GPS) of current vehicles on the road(in the case of same day trips)and the information of other trips currently within the schedule for the time that the trip in question is being booked. L. Dynamic Update of All Schedules Anytime a schedule is edited, the system must be capable of updating the schedules of all other impacted trips so all previously scheduled trips must remain on time, not violate travel time rules, etc. The scheduling process must be completely automated and have the capability to function without a scheduling position initiating the scheduled. The automated scheduling process must continuously be looking to improve schedules based on real time operating factors such as cancellations, no-shows, vehicles positions or driver performance. The system must optimize same day trip orders with advance trip orders and automatically send updates to the MDTs. M. Unscheduled Trips If the system cannot schedule all orders for the day of travel being scheduled, then the system shall be capable of displaying all such trips in its own dataset so that staff may consider manual overrides to the schedule and/or assignment of the trip. Page 7 of 17 Exhibit A-Scope of Services 1G11 7 N. GIS Display of Schedules Once trips are assigned to a scheduled run,the system shall be capable of graphically displaying, on the GIS system,the sequence of pick-ups, drop-offs, and route path for the run. O. Manifests The system shall produce a daily manifest for each run, indicating pull-in and pull-out times, the projected arrival time of CAT vehicle at each pick-up and drop-off location, and listing the trip events in chronological order. 3. Dispatching A. Access to Dispatch Information Systems shall allow dispatchers access to run itineraries based on run number, vehicle number, drivers name, or client name. System shall be capable of displaying the run number, number of passengers on the run, scheduled arrival time, estimated time of arrival and any special circumstances. Information displays must associate with the time of day(e.g., 10:00 a.m. events are displayed at the top of the list window when the dispatcher makes queries at 10:00 a.m.). System shall allow the dispatchers and supervisors to monitor On Time Performance (OTP), no-shows, cancellations, subscriptions and late trips. The system shall automatically send updates of the dispatched trips to the MDT's. The web-based tools provided will allow managers/supervisors to monitor their driver's performance on real-time.The system shall optimize same day trip orders with advance trip orders and automatically send updates to the MDTs. The system shall have the capability to automatically notify drivers of special needs for a particular passenger and provide a method for the drivers to acknowledge the alert/information has been received in order to execute the trip. The scheduling process shall be completely automated and have a proven capability to function without a scheduling position initiating the scheduling. The automated scheduling process shall continuously look to improve live schedules based on real time operating factors such as cancellations, no-shows, vehicles positions, driver performance, etc. The Contractor shall provide sample views of dashboards and reports to accomplish the above requirements. B. Driver Assignment System shall be capable of assigning drivers to runs. System shall take into account driver work schedules, qualifications, and other factors to ensure compliance with system policies. C. Vehicle Assignment System shall be capable of assigning vehicles to scheduled runs taking into account mobility needs of customers assigned to the run, thereby ensuring sufficient wheelchair capacity at all times. Dynamic updating of assigned vehicles must be possible in order to take into account vehicles pulled from service due to mechanical failure, lift failure, or other failure event found during the driver's pre-trip inspection. If a vehicle must be removed from service,the system shall allow the dispatcher to associate a newly assigned vehicle with the run. If no alternate vehicle is available and the run must be cancelled, the system shall attempt to dynamically reschedule all the affected trips unto existing runs, with priority to any trips that were already underway on the affected vehicle. D. Cancellations/No-Shows System shall be capable of allowing dispatchers to process late cancellations(cancellations received after system policy time) and no-shows. E. Same Day Reservation Changes/Add-Ons System shall be capable of automatically displaying to the dispatcher/scheduler cancellations, same day reservations, and will-call return trips waiting for vehicle assignment (e.g., trips/reservations made but not yet assigned/scheduled). Page 8 of 17 Exhibit A- Scope of Services 16D 7 F. Removal of Vehicles from Service If the dispatcher is advised that a vehicle is not fit for service, system shall be capable of programming a vehicle substitution on the affected run(s). G. Dashboard Access System shall be capable of allowing dispatchers to summarize and easily address upcoming late trips, and access to OTP data and real time maps of all vehicles. H. Web Interface Solution must be web-based and fully functional via Internet Explorer 9x or higher. If another browser is essential to system operation, offeror must indicate required browser to be used. I. Online Trip Booking Portal and Eligibility Portal System shall have the capability for our passengers to have a web-based portal for trip booking and eligibility. The trip booking and eligibility portal needs to be Protected Personal Information (HIPPA)Compliant and meet all ADA. J. System Parameters System shall have capability for user specified settings that govern the scheduling process (e.g., average speed; dwell times; load times; etc.). 4. Report A. Standard Reports Software shall be capable of generating a range of management and service reports necessary to permit sufficient oversight of the paratransit service. Software shall be open base, or an open architecture for different types of business intelligence(BI)and other types of integration. Software will also provide reports that meet national transit database (NTD) and state requirements. The software system shall support real time web based operational supervision and on time performance reporting. All reports are to be completely web based, can be run on demand and exportable into csv, pdf, word, etc. System shall also have the ability to run a certain report or reports on a set schedule and delivered to an email address in a particular format, i.e. monthly reports on revenue and dead head hours and miles sent to an email address of the user's in an excel file. B. Ad-Hoc Reports System shall be capable of permitting the user to create,format,and print user-defined reports based on any data element contained in the database. 5. Hardware System must be offeror or third-party hosted and may not require hardware or software installation on Collier Area Transit servers. 6. Mobile Data Terminal (MDT)/Automatic Vehicle Location (AVL) Functionality Collier Area Transit currently utilizes Android tablet if the Contractor intends to utilize different hardware for a driver display and AVL functionality, the Contractor shall provide capability of the hardware and must be demonstrated through documentation of successful installation of the software and MDT/tablets products at other transit locations in the United States. 7. Communications It shall be the Contractor's responsibility to determine the available and most appropriate communication protocols for use in mobile data communication. These methods may include but may not necessarily be limited to both Page 9 of 17 Exhibit A- Scope of Services 16 .Q 7 conventional radio(e.g.,450 MHz)and/or wireless communication networks maintained by existing cellular carriers (802.1 lb/g 2.4Ghz unrestricted). 8. Log-On Functionality A. Initial Power-On Sequence/ Progression of Manifest Once the MDT/Tablet unit is powered up, it will automatically display a driver log-on form screen requesting the driver's identification number and the vehicle's odometer reading. The MDT/Tablet unit will display the vehicle's current odometer reading as calculated. The MDT/Tablet unit will allow the driver to manually correct the calculated vehicle odometer value. B. Driver Log-In Drivers must be able to log-on to the MDT/Tablet unit by entering their employee identification, run number, and/or the vehicle's odometer reading into the MDT/Tablet unit.The MDT/Tablet unit will validate the log-on information with the scheduling/dispatch software. Should the driver turn off the ignition during the course of his/her shift for less than 30 minutes, he/she must not be required to logon again as current data will be retained in the MDT/Tablet unit. 9. Display Functionality A. Basic Functionality All driver screens shall always display the following information: • Current system time,the time should be able to be depicted by a twenty-four(24)hour clock, or alternatively an AM/PM designation; • Communication network status; and • New message indicator. B. Basic Controls • Software will also provide users with the ability to: • Switch between a "day" mode graphics display and a "night" mode graphics display that have been optimized for the ambient lighting expected under those conditions; • Adjust volume; and • Adjust backlighting of display. 10. Communication Functionality The MDT shall have, at a minimum,the following communication functionalities: A. Visual/Audio Alerts • Provide visual and audible alerts to indicate incoming messages. • Send a message and notifying the driver of the success or failure of the transaction. B. Operator Response The driver must be able to acknowledge incoming messages(as deemed necessary).After the driver acknowledges an incoming message, it shall be displayed on the MDT/Tablet unit with the following capabilities: • Allow the driver to respond to a message. This acknowledgement shall be through use of the units' function keys. • Sending a message and notifying the driver of the success or failure of the transaction. The option will be given to the driver to resend the message should the message not be delivered successfully. This sending method is known as"Send and Notify." • Restrict access to all functions while the vehicle is in motion. GPS telemetry, current system time, communication network status, and new message indicator may be displayed during vehicle motion. Page 10 of 17 Exhibit A- Scope of Services 160 7 C. Messages and Message Queue The MDT/Tablet unit must be capable of the following listed: • Receiving pre-defined messages when a specific numeric code is sent from the host application. • Queuing messages in a buffer and repeatedly attempting to deliver them to the host application. Each message shall be configured to attempt delivery indefinitely or to attempt delivery only for a fixed period of time after which the message will be discarded. This sending method is known as "Store and Forward." • Sending messages that are sent only once, regardless of whether they are acknowledged. This sending method is known as "Send and Forget," • Receiving pre-defined messages when a specific numeric code is sent from the host application. • Sending a series of"canned" messages that can be user defined by the customer in conjunction with the Contractor. • Requesting the manifest from the server. D. MDT Data Plan connection The MDT/Tablet unit shall be able to access the software via Wi-Fi connection that is on the buses. Every bus is equipped with a modem (Cradle Point IBR900), software needs to be configured to use the connection on the modem and not the internal data plan of the MDT/Tablet unit. 11. Automatic Vehicle Location A. Communication Protocols The MDT/Tablet unit will have an option that will allow Automatic Vehicle Location information to be passed to the server and stored in the database based on automatic refresh rates every 60 seconds or more frequently depending upon the transmission capacity of the communications infrastructure. B. Navigation Functionality The MDT/Tablet shall also have the following capabilities: • Displaying in-vehicle maps and providing turn list directions. • Providing navigation directions including voice annunciation and visual display of trip route and turn directions. This process shall be hands-free,and drivers should not have to enter destination address to use the map navigation, as the software will do this automatically. • Drivers will not have to start the map navigation as a separate software application. The navigation functionality will be integrated into the in-vehicle software application. The Contractor shall provide information on the integrated 3rd party Navigation solution. C. Display Functionality The MDT/Tablet unit shall also have the following capabilities: • Allow the driver to scroll through the manifest up to the maximum number of transmitted trips as determined by the paratransit operator. • Adding, updating, and saving new trip data without driver action. • Provide drivers with a manifest,passenger/trip information and other screen displays that permit performance of other actions. • Alert driver to changes in manifest via color-coded messages and with an audible tone. D. Manifest Screens The MDT/Tablet unit Manifest Screen must provide drivers with an overview of their manifest sufficiently detailed to understand trip origins, destinations,times, services and sequence. • Additional trip message lines must be available by scrolling. • All trips must be shown on the display in ascending order of estimated stop times. The current trip must be located at the top of the manifest screen. • When the driver completes the current trip, the MDT/Tablet unit shall automatically delete it from the manifest screen. The screen must display multiple rider pick- ups and drop-offs from Page 11 of 17 Exhibit A-Scope of Services 160 7 the same address. • At any time after the driver has logged on to the system and received a manifest,the MDT/Tablet unit shall have capability to dynamically update the manifest by inserting additional trips sent to it by the dispatch system. Trip insertions must also follow the protocol of displaying trips in ascending order of estimated stop time. At any time after the driver has logged on to the system and received a manifest, the MDT/Tablet unit shall update the manifest and delete all cancelled trips. • The driver must be able to access the additional screens that provide additional functionality via single keystrokes, use of function keys, or similar one-stroke methods. Access to additional screens must be restricted while the vehicle is in motion. The driver must also be able to access the passenger/trip information screen from the Manifest Screen by a single keystroke, using a keypad key. E. Passenger/Trip Information Screen The MDT/Tablet shall also of the capabilities to do the following: • Passenger/trip information screen that provides the driver with detailed information about each stop(pick-up or drop-off). If the level of detail in this screen exceeds the visible viewing area of the display screen, additional lines of trip information shall be viewable through use of a scrolling function. • The driver shall be able to edit trip information by pressing the arrow keys. The Contractor should indicate which data elements are editable by the driver; information, at a minimum, should include passenger type, fare, and number of passengers at stop. • The driver must be able to access the manifest screen from any display screen on the unit via a single touch or keystroke. • The driver must be able to access additional screens from the detailed passenger trip information screen by a by a single touch or keystroke. • If the rider and trip numbers, number of riders, attendants and companions, and fare amounts and types were in the original trip message that was transmitted to the MDT/Tablet unit, the MDT/Tablet shall have preformatted screens where this data is automatically populated in the appropriate fields. • Perform and Arrive shall functions only occur within a proximity of the geocode address. F. Other Action Screens The MDT/Tablet unit shall provide additional functionality to permit voiceless communication between vehicle and dispatch. • Such screens shall display a list of information requests to be completed by the driver and transmitted to system dispatch that are necessary to complete data required for each trip. • Automatically providing some data, such as odometer reading, and shall be capable of time- stamping all critical events. • After the driver has used the MDT/Tablet unit to record a rider's boarding, the unit shall issue prompts regarding any other data that needs to be completed by the driver before the driver can return to any other screen. G. Data Messaging Predefined Messages: The following types of message traffic shall be supported by the MDT/Tablet unit and related software, enabling voiceless communication between driver and dispatch. To the extent feasible, information flow/transmission shall be packaged as pre-defined, enabled by the driver by simple keystrokes or touch screen action. Pre-defined messaging shall be customizable and shall be established, based on consultation between the County and the Contractor, prior to installation. Messages shall include, but not necessarily be limited to: • Driver log-on • Driver log-off • Pick-up location arrival • Pick-up performed Page 12 of 17 Exhibit A- Scope of Services CAO 160 7 • Drop-off location arrival • Drop-off performed • Additional passenger boarding • Additional passenger alighting • Rider no-show • Rider cancels at the door • Rider not ready within pick-up window The MDT/Tablet unit shall automatically provide odometer reading, timestamp, and coordinate location with the transmission of each of the message types above. 12. Hardware The Contractor shall include the cost of alternative MDT units if the Contractor does not intend on utilizing Android Tablets. Cost associated to units and related mounting and installation hardware,vehicle cabling,required electrical components, all communication components, inclusive of modems, antennae, and receivers, and all shipping and delivery costs, as necessary. A. MDT/Tablet Unit Supplied MD/Tablet T units shall meet the following technical specifications: • Minimum 6" backlit transflective color touch screen with adjustable backlighting • Audio speaker/adjustable volume • Integrated GPS receiver with built-in antenna or multi-function Antenna- GPS, 802.11, WAN B. General Operating Parameters MDT units shall meet the following general operating requirements: • Dust and water resistant C. General Functionality MDT units shall function during day-to-day operations under the following requirements: • Real-time data communication • Automatic manifest updates • User defined reporting data intervals • Track driver behavior, including driving speeds • Device locking mechanism while vehicle in motion • Automatic Vehicle Location (AVL) • Turn-by-turn voice directions • GPS location, including speed direction, accuracy • Odometer and mileage tracking • Real-time and historical vehicle tracking • Manifest stop listing • Automatic updates to the manifest in real-time • Audible tone when the update is received • Color coding • Real-time messaging between dispatch and drivers 13. Dispatch Interface/GPS/AVL Functionality In addition to the in-vehicle functionality described above, the Contractor's technology solution shall provide the following functionality to system dispatch operations: A. Event Based Reporting When a function is performed, the location of the vehicle shall be reported along with any data Page 13 of 17 Exhibit A- Scope of Services 16D 7 relevant to the performance of the particular function. B. Distance Traveled Reporting Every time the vehicle has moved a predetermined distance the MDT shall automatically report the vehicle's location to the host system in order to avoid unnecessary reports from vehicles that have not moved from their previously reported positions. C. Time Elapsed Reporting The Contractor shall indicate the frequency of coordinate reporting, based, in part, upon the transmission capacity of the communications infrastructure, costs, etc. If a report is not received at the specified interval, then the host system shall be alerted to the fact that for one reason or another that vehicle is out of coverage. D. Hybrid GPS Reporting System may incorporate the advantages of all three of the preceding methods. The requirement of GPS is to receive information ONLY WHEN desired and not waste airtime sending GPS information that is not useful to the dispatch operations. E. Poll-on-Demand MDT shall be capable of reporting GPS based on a polling request message from the Host-end Application Software at the dispatch location. 14. Interactive Voice Response (IVR) The Contractor shall include an IVR system with the capabilities of making calls the day before and the day of service. IVR shall also have the ability to provide the following options or capabilities: A. The option to configure a personalized message with different prompts. This is the ability to records customized greetings, messages and prompts so that when customers call to have a personalized experience. B. To have pre-recorded IVR messages. This is to be used if we don't want to use our own recorded voices, we have the choice/option of using the pre-recorded IVR messages. C. Ability to collect information about our callers/passengers. This is the ability for the IVR to collect information about the customer's needs and have the ability to transfer calls to the most appropriate agent or department depending on their IVR input. It is important that the IVR routes the callers/passengers to the most appropriate department or agent that is most qualified to meet their needs. D. The opportunity for passengers to cancel trips during the night before the call center is open. E. Be capable to provide call ahead capability for day of service with estimated time of arrival. F. Be capable of calling ahead when the driver is delayed or is on his/her way for the pick-up trip. 15. Account Based Payment Solution The Contractor shall include an Account Based payment Solution that is customer facing. This is the ability for customers to have access to a web-based portal to manage payments. The items listed below must be included Account Based payment Solution: Page 14 of 17 Exhibit A- Scope of Services CAO 16D 7 A. Customer App: The ability to be access 24/7; on mobile devices as well as any device that can access the web. Passengers will be able to manage their payments options in the self-service mobile app. Credit card information can be entered through the self-service mobile app only. This is to help protect the passenger's credit card information. B. Project Manager/Designation of Manager: Customizable recurring billing option. This provides the customer to reload account based on the number of trips they take weekly/monthly. Clients could contact CAT to set up a balance to be use for their trips that could be charged to their credit card or paid for via cash/check. If CAT wanted,clients could take a ride if they had a negative balance, and then would be billed for it after the fact. This parameter setting is up to CAT. Account balance info is displayed on Mobile App and self-service functions for customer management. C. Single Point of Contact A feature, the alert customers/passenger when account balance is low or in the negative to avoid disruption of service. This is a parameter that can be set by CAT. Additionally,the Client Balance report can be set to run on a defined schedule and emailed to CAT staff. D. Products Offered: Payment card Information(PCI) certified for enhance payment security. Card information would be entered by the passenger through the mobile app to help protect their card information.All credit card and payment information is secured by our interface with Braintree, a PayPal company. Braintree is a trusted partner as they are a validated Level 1 PCI DSS compliant service provide, which helps to simply PCI compliance and handles the security of the passenger's payment information. E. Current Version: Deduct funds associated to the passenger fare from the account for completed trips. If clients elect to pay with their balance,the funds will be automatically deducted. A full transaction history can be seen for each client, if needed. F. Technical Support Scope Collier Area Transit requires that the Contractor offer one full year of full technical support . This technical support shall include, but not necessarily be limited to: • Phone and email support with service technician/engineer during all normal administrative business hours maintained by Collier Area Transit. • Provision of diagnostics/repairs via remote control access to system hardware/software. • On-site technical support when required. • Product upgrades,new releases,patches,etc.when issued by the Contractor throughout the first five(5)years of implementation.The product upgrades, new releases,patches,etc.for year one (1)must be included in the Contractor's base RFP.The product upgrades,new releases,patches, etc.)through five (5) should be included as alternates in the Contractor's proposal. User Groups/Newsletters/Technical Bulletins • The Contractor shall immediately include Collier Area Transit, after notice of award, in all mailing lists to receive product newsletters, e-mail announcements, bulletins, or other technical matters concerning all software products offered. • Collier Area Transit shall be given access rights to web-based program of support upon contract signing. • If the Contractor offers training classes, refresher courses, or sponsors organized user group meetings, such support shall be listed in the Contractor's proposal. Page 15 of 17 Exhibit A- Scope of Services CAO 160 7 G. Installation, Testing, and Acceptance Once the Contractor receives a notice to proceed, they shall develop a detailed schedule of implementation of the solution Access to Collier Area Transit Location. Throughout the period of software installation, Collier Area Transit shall designate a local project manager to coordinate the vendor's local installation efforts.All contact with the County regarding project matters, site visits,project schedule,training,etc. shall be coordinated through this project manager. H. Installation The Contractor's implementation schedule shall document major milestones during the development, customization, and installation phases of the project. Upon completion of the installation phase, the Contractor shall notify Collier Area Transit in writing, of the readiness of the system installation for testing. The Contractor may stage installation to best ensure compatibility of all integrated scheduling products.The Contractor will maintain an Action Item List (AIL), with each item numbered and indicating the date generated, item description, assigned person, date resolved and ongoing notes on resolution. I. Testing Upon notification of that the system is ready for testing;the County and the Contractor will schedule a date for performance testing. Testing shall commence when notified by the Contractor that the software is ready for testing. • On-Site Representation - The Contractor shall have the Project Manager and/or a duly qualified software engineer on- site during the initial testing of all software products. • Testing Period - Collier Area Transit shall operate the system in test mode for a minimum of two week, up to a maximum of 30 days, during the testing period. During this time, Collier Area Transit shall compile a list of issues, bugs, software glitches, etc., that shall be the responsibility of the Contractor to correct during an additional 30-day period. • Errors, Corrections, and Fixes- If, after testing, software does not perform to specifications or Contractor representations, Contractor shall be given thirty (30) days after notification of the problem to remedy the issue. • Final Testing- Upon satisfactory fix of all software bugs, integration problems, etc., Collier Area Transit will again commence a final testing period to verify that the Contractor has addressed the identified problems. J. Acceptance After final testing is completed to the satisfaction of Collier Area Transit, Collier Area Transit's Administrator will issue a letter of acceptance to the Contractor. Acceptance is based on the use of Ecolane DRT and all Ecolane products as trained and intended within the scope of the proposed functionality and processes. 16. Training A. General The Contractor shall be required to train all staff to proficiency on all software products provided. All training shall be conducted on-site at Collier Area Transit location and all training schedules shall be coordinated with Collier Area Transit's project manager. B. Training Program The Contractor shall be required to provide a combination of classroom and"hands-on"training for all software products provided. Training content and duration shall be stated specifically in the Contractor's written offer in response to this procurement. The Contractor shall provide a training module for future employees who weren't part of the original training session. The Contractor shall provide a fully functioning training environment the replicate our live environment for training and testing purposes. Page 16 of 17 Exhibit A-Scope of Services 111) 160 7 C. Computer Hardware for Training It shall be the responsibility of Collier Area Transit to provide the computers necessary for the Contractor to provide all "hands-on" modules of software training. D. Training on Ancillary Software If the complete system offered by the Contractor relies on third party software, it shall be the responsibility of the Contractor to provide training, in structure and in content,on that software equal to that provided for its own products. See the minimum training requirements above. E. Work Elements to be Provided/Performed by Collier Area Transit Collier Area Transit understands that during the performance and execution of any contract arising from this procurement, certain support may be provided to the Contractor, including, but not necessarily limited to provision of: (1) data, information, and other material needed to populate software system databases, etc.; (2) workspace for the Contractor's employees and contractors while performing work on-site; (3)requisite staff for training at a time mutually agreeable to conduct such training; and (4) other implementation support, as necessary. F. Manuals and Documentation The Contractor shall provide a digital copy of the software manuals for each product offered as part of this procurement. G. Service design and evaluation The Contractor shall provide consulting and analytical services to assist in the evaluation and design of current and future service concepts. The desired cooperation with the Contractor would be to ensure that the Contractor's software is able provide analytic data to support the decision-making process for Collier Area Transit. Additionally, auditing services to ensure that the Contractor's software is being used to the fullest to support continuous improvements. H. Performance Guarantee The Contractor shall provide services to ensure the identified Performance Measure (Passenger Per Hour) are obtained at no additional cost to Collier County. Page 17 of 17 Exhibit A- Scope of Services �� 16D 7 Exhibit B Fee Schedule 1 n following this page (pages through ) n this exhibit is not applicable Page 16 of 17 General Service Agreement#2017-003(Ver 1) 160 RFP#20-7788 "Paratransit Demand Response Software" Exhibit B FEE SCHEDULE Paratransit Price Proposal Software Unit Unit cost Total Cost Dispatch,Reservations, Scheduling,and Reports 36 $1,477.68 $53,196.48 Interactive Voice Response(IVR) 1 $39,300.00 $39,300.00 Passenger Portal/Mobile(Trip booking and Eligibility) 2 $13,998.25 $27,996.50 Payment Solution Included in $0.00 $0.00 Passenger Portal/Mobile Operator Application 36 $700.00 $25,200.00 Software Subtotal $145,692.98 Implementation (Training,Setup,7 ransition and etc.) Total Cost Direct On-site Cost,Data Acquisition,Conversion,Training, Travel,etc. $30,870.00 Other Cost-cost not identified above that are integral to the implementation $0.00 (Implementation Subtotal $30,870.00 $176,562.98(Software and Implementation) to be paid as follows: 60% due at system set up 30% due at Training completion 10% due at system acceptance Onboard Device Unit Unit Cost Total Cost Onboard Mobile Data Terminal (MDT) 0 $0.00 $0.00 Spare Cost 0 $294.00 $0.00 On-Board Subtotal $0.00 Warranty/Maintenance Unit Per Year Unit Cost Total Cost Maintenance, Support and Upgrade cost after Only(1)year and up 4 $36,600.00 $146,400.00 to(4)additional years. Cost beyond Initial Installation $0.00 Warranty Subtotal $146,400.00 Grand Total $322,962.98 ;CAr.T 16D 7 Other Exhibit/Attachment Exhibit C-Federal Contract Provisions (33-pages) Description: Exhibit D- Software License & Services Agreement (15- pages) IIIfollowing this page (pages 1 through 48 ) this exhibit is not applicable Page 17 of 17 General Service Agreement#2017-003(Ver.1) CAO 160 7 EXHIBIT C- FEDERAL CONTRACT PROVISIONS TO FOLLOW THIS PAGE (containing 33 pages) 160 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) FEDERAL TRANSIT ADMINISTRATION CFDA 20.507 (URBANIZED AREA FORMULA FUNDING) CFDA 20.526 (BUS AND BUS FACILITIES FORMULA PROGRAM) CONTRACTOR COMPLIANCE OVERVIEW AND REQUIREMENTS The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract, the Supplemental Conditions shall govern. Per uniform requirements of federal awards (2 CFR Part 200.23)the definition of CONTRACTOR is an entity that receives a contract. The services performed under 49 U.S.C. 5307 by the awarded Contractor shall be in compliance with all applicable grantor regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. In general, 1) The contractor (including all subcontractors) must insert these contract provisions in each lower tier contracts (e.g. subcontract or sub-agreement); 2) The contractor (or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower-tier subcontractor or service provider. STATUTORY AUTHORITY AND REFERENCES Urbanized Area Formula Program a. Federal Transit Laws, Title 49 U.S.C. 5307 b. 49 CFR 1.51 Bus and Bus Facilities Formula Program c. 49 U.S.C. § 5339 / FAST ACT Section 3017 PROGRAM OVERVIEW The Urbanized Area Formula Program, codified at 49 U.S.C. 5307 ("Section 5307"), is authorized under the provisions set forth in the Moving Ahead for Progress in the 21st Century Act (MAP- 21), Public Law 112-141. FTA OVERSIGHT The COUNTY may be subject to a triennial, state management or other regularly scheduled comprehensive review to evaluate performance to determine recipient program and certification compliance. Revised3.19 FCP-1 16D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) APPLICABLE FTA PROVISIONS APPLICABLE CONTRACT CLAUSE ASSURANCE ® 1. Access to Records and Reports El 2. Accessibility(Americans with Disabilities Act) ❑ 3. Bonding (Construction Exceeding $250,000) El 4. Bus Testing Certification and Report ❑ 5. Buy America Certifications>$150KISmall Purchase Waiver ❑ 6. Cargo Preference El 7. Charter Service Operations ® 8. Civil Rights Laws and Regulations (EEO, Title VI, &ADA) ® 9. Clean Air Act and Federal Water Pollution Control Act(>$150K) ❑ 10. Contract Work Hours and Safety Standards Act (>$100,000) ❑ 11. Copeland Anti-Kickback Act Section 1 and 2 (>$2,000) ❑ 12. Davis Bacon Act(Applies to Construction >$2,000 El 13. Debarment and Suspension>$25,000 Certification ❑ 14. Employee Protective Arrangements ® 15. Disadvantaged Business Enterprises (DBEs) DBE Fotrm,BiddersForms (Anticipated ❑ 16. Drug and Alcohol Testing ❑ 17. Recording and Reporting Occupational Injuries and Illness; Safety and Health Regulations for Construction ® 18. Energy Conservation ® 19. Federal Changes ® 20. Fly America ® 21. Incorporation of Federal Transit Administration (FTA) Terms IS] 22. ITS Standards (Intelligent Transportation Systems) 23. Lobbying (>$100,000), Anti-Byrd Certification ® 24. No Government Obligation to Third Parties ❑ 25. Pre-Award and Post Delivery Audits of Rolling Stock Purchases Certifications ® 26. Patent Rights, Rights in Data and Copyrights 27. Program Fraud and False or Fraudulent Statements and Related Acts ® 28. Violation and Breach of Contract (Legal Remedies, Admin) ® 29. Prompt Payment and Return of Retainage ❑ 30. Recycled Products (>$10K per Year) E. 31. Safe Operation of Motor Vehicles El 32. School Bus Operations El 33. Seismic Safety ❑ 34. Special DOL EEO Clause for Construction Contracts>$10,000 Cl 35. Special Notification Requirements for States (State Grants) ® 36. Termination Provisions >$10,000 ® 37. Privacy Act Revised 3.19 FCP-2 CA() 160 7 EXHIBIT 1,A FEDERAL CONTRACT PROVISIONS (FTA) APPLICABLE CONTRACT PROVISIONS (1-37) 1. ACCESS TO RECORDS AND REPORTS (Applies to Subcontracts at Every Tier) a. Record Retention. The Contractor 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, arrangements, other third- party agreements of any type, and supporting materials related to those records. b. Retention Period.The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at 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 Contractor 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 Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. 2. ACCESSIBILITY(ADA) Facilities to be used in public transportation service must comply with the American with Disabilities Act,42 U.S.C. § 12101 et seq.; DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. part 37; and Joint Access Board/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. part 1192 and 49 C.F.R. part 38. Notably, DOT incorporated by reference into Appendix A of its regulations at 49 C.F.R. part 37 the Access Board's "Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities. DOT also added specific provisions to Appendix A of 49 C.F,R. part 37 modifying the ADAAG with the result that buildings and facilities must comply with both the ADAAG and the DOT amendments. 3. BONDING REQUIREMENTS (Applies to Subcontracts at Every Tier) Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to the COUNTY and listed as a company currently authorized under 31 C.F.R. part 223 as possessing a Certificate of Authority as described thereunder. Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by the COUNTY to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of [one hundred twenty (120)] days subsequent to the opening of bids, without the written consent of the COUNTY. It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within [one hundred twenty (120)] days after the bid opening without the written consent of the COUNTY, shall refuse or be unable to enter into this Contract, as provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of `COUNTY's damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security therefore. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check, Treasurer's Check, and/or Official Bank Check(excluding any income generated thereby which has been retained by the COUNTY as provided in[Item x"Bid Security"of the Instructions to Bidders]) shall prove Inadequate to fully recompense the COUNTY for the damages occasioned by default, then the Revised 3.19 FCP-3 CAO 160 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) undersigned bidder agrees to Indemnify the COUNTY and pay over to the COUNTY the difference between the bid security and (Recipient's)total damages, so as to make the COUNTY whole. The undersigned understands that any material alteration of any of the above or any of the material contained on this form, other than that requested will render the bid unresponsive. Performance and Payment Bonding Requirements (Construction) A contractor or vendor shall provide a surety bond from a surety company to guarantee full and faithful performance of a contract obligation and the payment of labor and material expended pursuant to a contract whenever, and In such amounts, as required by statute or otherwise as deemed necessary by the Purchasing Director. An irrevocable letter of credit from a financial institution operating within the State of Florida (or other alternative forms of surety as permitted under Florida law)may be sufficient in place of the performance bond if so provided for in the bid and contract documents. All such bonds or letters of credit shall be approved as to form by the County Attorney. A. Contractor shall provide Performance and Payment Bonds in the amount of 100% of the Contract Amount, the costs of which are to be paid by Contractor. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business In the State of Florida and otherwise acceptable to Owner; provided, however,the surety shall meet the requirements of the Department of the Treasury Fiscal Service, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular. This circular may be accessed via the web at https://www.fiscal.treasury.gov/fsrer orts/ref/suretyBnd/c570.htm. Should the Contract Amount be less than $500,000,the requirements of Section 287.0935, F.S. shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor Is declared bankrupt, becomes insolvent, Its right to do business is terminated In the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5)calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owner's approval. Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and a performance bond is not furnished. The COUNTY shall determine the amount of the advance payment bond necessary to protect the COUNTY. Patent Infringement Bonding Requirements (Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the Contractor is unknown or doubtful, The COUNTY shall determine the amount of the patent indemnity to protect the COUNTY. Warranty of the Work and Maintenance Bonds 1. The Contractor warrants to the COUNTY, the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by the COUNTY, free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the COUNTY Project Manager, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe, substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one (1) year after Final Payment by the COUNTY and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to the COUNTY. As additional security for these guarantees, the Contractor shall, prior to the release of Final Payment [as provided in Item X below], furnish separate Maintenance (or Guarantee) Bonds in form acceptable to the COUNTY written by the same corporate surety that provides the Performance Bond and Labor and Material Revised 3.19 FCP-4 1 6 D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT (100%) of the CONTRACT SUM, as adjusted (if at all). 4. BUS TESTING The Contractor [Manufacturer] agrees to comply with the Bus Testing requirements under 49 U.S.C. 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 achieved 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. 5. BUY AMERICA REQUIREMENT(Applies to Subtracts) 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 steel, iron, and manufactured products used in FTA-funded projects are produced In the United States, unless a waiver has been granted by FTA or the product is subject to a ' general waiver. General waivers are listed in 49 C.F.R. 661.7, and includes microprocessors, computers, microcomputers, or software,or other such devices, which are used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (Attachments) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. The small purchase waiver is now included in 49 U.S.0 5323(j)(13) and provides that the term "small purchase"means a purchase of not more than $150,000.The small purchase waiver applies to purchases of $150,000 or less, regardless of the size of the project. Therefore, purchases made with FTA financial assistance, including capital, planning, or operating assistance, are subject to the waiver. 6. CARGO PREFERENCE REQUIREMENTS (Applies to Subcontracts) Use of United States-Flag Vessels The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) Involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b.to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in' the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor In the case of a subcontractor's bill-of-lading.); and c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 7. CHARTER SERVICE The contractor agrees to comply with 49 U.S.C. 5323(d), 5323(r) and 49 C.F.R Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except as permitted under: 1. Federal transit laws, specifically 49 U.S.C. §5323(d); 2. FTA regulations, "Charter Service,"49 C.F.R. part 604; Revised 3,19 FCP-5 1 6 D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 3. Any other federal Charter Service regulations; or 4. Federal guidance, except as FTA determines otherwise in writing. The contractor agrees that if it engages in a pattern of violations of FTA's Charter Service regulations, FTA may require corrective measures or impose remedies on it. These corrective measures and remedies may include: 1. Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA; 2. Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA's Charter Service regulations; or 3. Any other appropriate remedy that may apply. The contractor should also include the substance of this clause in each subcontract that may involve operating public transit services. 8. CIVIL RIGHTS LAWS AND REGULATIONS The following requirements apply to the underlying contract and all subcontracts at every tier: CIVIL RIGHTS AND EQUAL OPPORTUNITY The COUNTY is an Equal Opportunity Employer. As such, the COUNTY agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the COUNTY 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 Contractor shall at all times comply with the following Federal Civil Rights laws and regulations and shall include these requirements in each subcontract entered into as part thereof. I. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that It will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, gender identity or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. II. Race, Color, Religion, National Origin, Sex. In accordance with Title VIl of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor(U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. 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.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or 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 Contractor agrees to comply with any implementing requirements FTA may issue. III. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634, 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, § 6101 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 Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. IV. Disabilities, In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. §794,the Americans with Disabilities Act of 1990,as amended,42 U.S.C. § 12101 et seq.,the Architectural Revised 3.19 FCP-6 1 6 D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) Barriers Act of 196B, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C, § 5332, the Contractor agrees that it will not discriminate against Individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 9. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT (Applies to Subcontracts OVER $150,000 at Every Tier). The Contractor agrees: 1) 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 —7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). 5) 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. 10. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (Applies to Subcontracts at Every Tier) 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. §§ 3701-3708), 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 standard work week 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(in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), 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 also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement. Contract Work Hours and Safety Standards for Awards Not Involving Construction Revised 3.19 FCP-7 CAO 160 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 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. 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. 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 Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers. 11. COPELAND ANTI-KICKBACK ACT For all construction contracts >$2,000, the Contractor agrees to comply with the Copeland "Anti Kickback" Act(Copeland Act)provisions, 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 Copeland "Anti Kickback" Act(Copeland Act) is divided into two sections. Section 1 of the Copeland "Anti-Kickback" Act, at 18 U.S.C. § 874, prohibits anyone from Inducing, by any means, any person employed on construction, prosecution, completion,or repair of a federally assisted building or work,to give up any part of his or her compensation to which he or she is otherwise entitled. Section 2 of that Act, at 40 U.S.C. § 3145, and implementing DOL regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States," 29 C.F.R. part 3, imposes record keeping requirements on all third party contracts for construction, alteration, or repair exceeding $2,000. Under Appendix II to 2 C.F.R. part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, recipients' third party contracts must include a provision for compliance with the Copeland "Anti-Kickback"Act, as amended, and implementing DOL regulations. 12. DAVIS BACON ACT For all prime construction,alteration or repair contracts in excess of$2,000 awarded by FTA,the Contractor shall comply with the Davis-Bacon Act, Under 49 U.S.C. § 5333(a), prevailing wage protections apply to laborers and mechanics employed on FTA 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 Department of Labor regulations(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. (1) Minimum wages- (i)All laborers and mechanics employed or working upon the site of the work(or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account(except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act(29 CFR part 3)), the full amount of Revised 3.19 FCP-8 16D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) wages and bona fide fringe benefits (or cash equivalents thereof)due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which Is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs Incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided In 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(il) of this section) and the Davis-Bacon poster(WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A)The contracting officer shall require that any class of laborers or mechanics, including helpers,which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and (2)The classification is utilized in the area by the construction industry; and (3)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and (4)With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives,and the contracting officer agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (Including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions,including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(ii) Revised 3.19 FCP-9 CA() 160 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) (B)or(C)of this section,shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which Is not expressed as an hourly rate,the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv)If the contractor does not make payments to a trustee or other third person,the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A)The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1)The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2)The classification is utilized in the area by the construction industry; and (3)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives,and the contracting officer agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions,including the views of ail interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(v) (B)or(C)of this section,shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2) Withholding — Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements,which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor CAO Revised 3.19 FCP-10 160 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the Collier County may, after written notice to the contractor,sponsor,applicant,or owner,take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records -(I) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section I(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits Is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A)The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to Collier County for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(I)of Regulations, 29 CFR part 5.This Information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B)Each payroll submitted shall be accompanied by a"Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1)That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that such Information is correct and complete; (2)That each laborer or mechanic(including each helper,apprentice, and trainee)employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or Indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B)of this section. (D)The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. Revised 3.19 FCP-11 A� 16D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) (iii)The contractor or subcontractor shall make the records required under paragraph(a)(3)(i)of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the Job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training,or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (II)Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there Is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee Revised 3.19 FCP-12 160 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program,the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity-The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements- The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts -The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5,5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5, (7) Contract termination: debarment - A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements- All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility- (i) By entering into this contract, the contractor certifies that neither it (nor he or she)nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii)No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ill)The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. Revised 3.19 FCP-13 \ " 160 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 13. DEBARMENT AND SUSPENSION (Applies to Subcontracts of Any Tier) The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit(irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e)Voluntarily excluded from participation in any federally assisted Award; or f) Disqualified from participation in ay federally assisted Award. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the AGENCY. If it Is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer.The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 14. EMPLOYEE PROTECTIVE ARRANGEMENTS, PUBLIC TRANSPORTATION The Contractor agrees to comply with the following employee protective arrangements of 49 U.S.C. § 5333(b): 1. 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. 2. Special Warranty. When the Contract involves public transportation operations and is supported 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. 3. 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 determinations 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. 15. DISADVANTAGED BUSINESS ENTERPRISE (Applies to Subcontracts at Every Tier) it Is the policy of the Collier County Board of_County Commissioners (BCC)to ensure that Disadvantaged Business Enterprises (DBE)s are defined in 49 C.F.R. part 26, have an equal opportunity to receive and participate in Department of Transportation (DOT)—assisted contracts. It is also the County's policy to: 1. Ensure nondiscrimination in the award and administration of DOT—assisted contracts; 2. Create a level playing field on which DBEs can compete fairly for DOT-assisted contracts; 3. Ensure that the DBE Program is narrowly tailored in accordance with applicable law; 4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBEs; Revised 3,19 FCP-14 1 6 D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 6, Assist the development of firms that can compete successfully in the market place outside the DBE Program. This Contract is subject to 49 C.F.R. part 26. Therefore, the Contractor must satisfy the requirements for DBE participation as set forth herein. These requirements are in addition to all other equal opportunity employment requirements of this Contract. Contract Assurance The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, gender identity 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 DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract,which may result in the termination of this Contract or such other remedy as the COUNTY deems appropriate. DBE Participation For the purpose of this Contract, the COUNTY will accept only DBE's who are: 1. Certified by the Florida Unified Certification Program; 2. An out-of-state firm who has been certified by either a local government, state government or Federal government entity authorized to certify DBE status or an agency whose DBE certification process has received FTA approval; or, 3. Certified by another agency approved by the COUNTY. DBE Participation Goal Collier Area Transit's goal for DBE participation is 1.77%. A separate contract goal has not been established for this procurement. Proposed Submission Each Bidder/Offeror, as part of its submission, shall complete an Anticipated DBE Statement that indicates the percentage and dollar value of the total bid/contract amount to be supplied by Disadvantaged Business Enterprises with whom the Bidder/Offeror intends to contract with for the performance of portions of the work under the Contract. Each Bidder/Offer shall also submit a Bid Opportunity List. Payment The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the BCC. Retainage If retainage from DBE subcontractors is allowed per the contract, the prime contractor agrees further to return retainage payments to each subcontractor within 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 of the COUNTY. Monitoring and Enforcement The COUNTY shall monitor the Contractor's DBE compliance during the life of the Contract. It will be the responsibility of the Contractor to submit Subcontractor Payment Reports to the COUNTY with each pay application that summarize the total DBE value of the Contract if DBE participation occurs. These reports shall provide the following details: • DBE utilization established for the Contract; •Total value of expenditures with DBE firms for the period; •The value of expenditures with each DBE firm for the period by race and gender; •Total value of expenditures with DBE firms from inception of the Contract; and • The value of expenditures with each DBE firm from the inception of the Contract by race and gender. Revised 3.19 FCP-15 160 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) The Contractor shall not terminate DBE subcontractor(s)without the COUNTY's prior written consent. The COUNTY may provide such written consent only if the Contractor has good cause to terminate the DBE firm. Before transmitting a request to terminate, the Contractor shall give notice in writing to the DBE subcontractor of its intent to terminate and the reason for the request. The Contractor shall give the DBE five days to respond to the notice and advise of the reasons why it objects to the proposed termination. When a DBE subcontractor is terminated or fails to complete its work on the Contract for any reason, the Contractor shall make good faith efforts to find another DBE subcontractor to substitute for the original DBE and immediately notify the COUNTY in writing of its efforts to replace the original DBE. These good faith efforts shall be directed at finding another DBE to perform at least the same amount of work under the Contract as the DBE that was terminated, to the extent needed to meet the Contract goal established for this procurement. Failure to comply with these requirements will be in accordance with the Sanctions for Violations section below. Recordkeeping The prime contractor must maintain records and documents of payments to DBEs for three years following the performance of the contract. The records will be made available for inspection upon request by any authorized representative of the COUNTY or DOT. This reporting requirement also extends to any certified DBE subcontractor. DBE Program and Directory Information The combined statewide directory, identifying all firms eligible to participate as a certified DBE, may be located at the Florida Department of Transportation website. https://fdotxwr 02.dot.state.fl.us/EctualOpportunityOfficeBusinessDirectory/CustomSearch.aspx Additional Information on Collier Area Transit's DBE Program can be found at CAT's website http://www.colliereov.net/your-oovernment/divisions-f-r/public-transit-neighborhood-enhancement/our- services-/collier-area-transit-cat/dbe 16. DRUG AND ALCOHOL TESTING 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 Florida Department of Transportation, or the COUNTY, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 655 and review the testing process. The contractor agrees further to certify and submit annually its compliance with Parts 655, Florida Statute 341.061, and Rule 14-90 Florida Administrative Code before January 20th to the Public Transit & Neighborhood Enhancement Division Director. 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 certification will also include compliance with its adopted System Safety and Security Program Plan pursuant to Florida Rule Chapter 14-90. 17. RECORDING AND REPORTING OCCUPATIONAL INJURIES AND ILLNESS; SAFETY AND HEALTH REGULATIONS FOR CONSTRUCTION The Contractor will comply with all federal laws, regulations, and requirements providing protections for construction employees involved in each Project or related activities with federal assistance provided through the Underlying Agreement, including the: (4) Construction Site Safety of: b) U.S. DOL regulations, "Recording and Reporting Occupational Injuries and Illnesses," 29 C.F.R. part 1904; "Occupational Safety and Health Standards," 29 C.F.R. part 1910; and "Safety and Health Regulations for Construction,"29 C.F.R. part 1926. Revised3.19 FCP-16 1D) 16D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 18. ENERGY CONSERVATION (Applies to Subcontracts at Every Tier) 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, 19. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, Including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 20. FLY AMERICA (Applies to Subcontracts) The Contractor agrees to comply with the following: a) Definitions. As used in this clause-- • "International air transportation" means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. • "United States" means the 50 States, the District of Columbia, and outlying areas. • "U.S.-flag air carrier" means an air carrier holding a certificate under 49 U.S.C. Chapter 411. b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974(49 U.S.C.40118)(Fly America Act)requires contractors, recipients,and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for International air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services. c) If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for International air transportation of personnel (and their personal effects)or property. d) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for International air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Carriers International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR§47.403. [State reasons]: e) The Contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation. 21. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)TERMS (Applies to Subcontracts) 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 4220,1 F,are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any COUNTY requests which would cause the COUNTY to be in violation of the FTA terms and conditions. Revised 3.19 FCP-17 16D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 22. ITS STANDARDS Section 5206(e) of the Transportation Equity Act for the 21st Century, Public Law 105-178, 112 Stat. 547, pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation (US DOT). 23. LOBBYING Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." 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 of 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. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract,grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. 24. NO GOVERNMENT OBLIGATION TO THIRD PARTIES The Contractor shall acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract,absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Recipient, 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 the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions 25. PRE-AWARD AND POST DELIVERY AUDITS OF ROLLING STOCK PURCHASES The Contractor agrees to comply with 49 U.S.C. §5323(m)and FTA's implementing regulation at 49 C.F.R. part 663.The Contractor shall comply with the Buy America certlfication(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. 26. PATENT RIGHTS, RIGHTS IN DATA AND COPYRIGHTS REQUIREMENTS (Applies to Subcontracts at Every Tier) Intellectual Property Rights This project is funded through a Federal award with FTA for experimental, developmental, or research work purposes. As such, certain Patent Rights and Data Rights apply to all subject data first produced in the performance of this Contract. The Contractor shall grant the COUNTY intellectual property access and licenses deemed necessary for the work performed under this Agreement and in accordance with the requirements of 37 C.F.R. part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations Issued by FTA or U.S. DOT.The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Agreement and shall,at a minimum, include the following restrictions: Except for its own internal use, the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so, without the written consent of FTA, until such time as FTA may have either released or approved the release of such data to the public. This restriction on publication, however, does not apply to any contract with an academic institution. For purposes of this agreement, the term "subject data" means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract. Examples of "subject data" include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, Revised 3,19 FCP-18 C 160 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) catalog Item Identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract. 1. The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for"Federal Government Purposes,' any subject data or copyright described below. For "Federal Government Purposes," means use only for the direct purposes of the Federal Government.Without the copyright owner's consent,the Federal Government may not extend its Federal license to any other party.a.Any subject data developed under the Contract,whether or not a copyright has been obtained; and b. Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FTA. 2. Unless FTA determines otherwise, the Contractor performing experimental, developmental, or research work required as part of this Contract agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of the Contract,or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct. 3. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or Intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. The Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. 4. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. 5. Data developed by the Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying Contract is exempt from the requirements herein, provided that the Contractor identifies those data in writing at the time of delivery of the Contract work. 6. The Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance. 27. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS (Applies to Subcontracts at Every Tier) (I)The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies,"49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make,or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (Ii)The Contractor also acknowledges that if it makes,or causes to be made, a false,fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that Is financed in whole or in part with Federal assistance originally awarded by FTA under the Revised3.19 FCP-19 CAO I 6 0 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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(I)on the Contractor,to the extent the Federal Government deems appropriate. (Hi) 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. 28.VIOLATION AND BREACH OF CONTRACT (LEGAL REMEDIES, ADMIN) • (Applies to Subcontracts at Every Tier over$150,000) Disputes-Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of the vendor with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of the vendor with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Section 44.102, Fla. Stats. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida,which courts have sole and exclusive jurisdiction on all such matters. 29. PROMPT PAYMENT AND RETURN OF RETAINAGE (49 C.F.R. part 26) Prompt Payment The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the BCC. Retainage If retainage from DBE subcontractors is allowed per the contract, the prime contractor agrees further to return retainage payments to each subcontractor within 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 of the COUNTY. 30. RECYCLED PRODUCTS (Applies to subcontracts at every tier for purchases$10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000.) Recovered Materials.The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials,"40 C.F.R. part 247. 31. SAFE OPERATION OF MOTOR VEHICLES (Applied to Subcontracts at Every Tier) 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 or AGENCY. Revised 3.19 FCP-20 I 6 0 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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 Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement. 32. SCHOOL BUS OPERATIONS The contractor agrees to comply with 49 U.S.C. 5323(f), and 49 C.F.R. part 604, and not engage in school bus operations using federally funded equipment or facilities in competition with private operators of school buses, except as permitted under: i. Federal transit laws, specifically 49 U.S.C. §5323(f); ii. FTA regulations, "School Bus Operations,"49 C.F.R. part 605; iii.Any other Federal School Bus regulations; or iv. Federal guidance, except as FTA determines otherwise in writing. If Contractor violates this School Bus Agreement, FTA may; i. Bar the Contractor from receiving Federal assistance for public transportation; or ii. Require the contractor to take such remedial measures as FTA considers appropriate. When operating exclusive school bus service under an allowable exemption, the contractor may not use federally funded equipment,vehicles, or facilities. The Contractor should include the substance of this clause in each subcontract or purchase under this contract that may operate public transportation services. 33. SEISMIC SAFETY REQUIREMENTS (Applies to Subcontractors) The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 34.SPECIAL DEPT. OF LABOR EEO CLAUSE FOR CONSTRUCTION CONTRACTS (Applies to Contracts and Subcontracts>$10,000) Equal Employment Opportunity Requirements for Construction Activities. The Contractor will comply, when undertaking "construction" as recognized by the U.S. Department of Labor(U.S. DOL),with: (a) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"41 C.F.R. chapter 60, and (b) Executive Order No, 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965,42 U.S.C. §2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amends or supersedes it, referenced In 42 U.S.C. § 2000e note. [(FTA Master Agreement(24), 10-1-2017;§ 12.d(3)] 35. SPECIAL NOTIFICATION REQUIREMENTS FOR STATES (STATE GRANT PROVISIONS) Equal Employment Opportunity:The Contractor shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to,the following;Employment upgrading,demotion,or transfer;recruitment or recruitment advertising;layoff or termination; rates of pay or other forms of compensation; and selection for training, Including apprenticeship. Contractors must insert a similar provision In all subcontracts, except subcontracts for standard commercial supplies or raw materials. Revised 3.19 FCP-21 CAO 1 6 D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) Interest of Members of Congress: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising there from. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for two years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations, boards, and commissions established under the laws of any State. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or a state agency. Restrictions, Prohibits, Controls, and Labor Provisions: During the performance of this contract, the following provisions are to be included in each subcontract entered into pursuant to this contract: a)A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. b) In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity,may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity. c) An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be a non-responsible contractor may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the County. d) Neither the County nor any of its contractors or their subcontractors shall enter into any contract, subcontract or arrangement in connection with the Project or any property included or planned to be included in the Project in which any member,officer or employee of the County or the locality during tenure or for two (2) years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning of tenure any such interest, and if such interest is immediately disclosed to the County, the County, with prior approval of the Florida Department of Transportation, may waive the prohibition contained in this paragraph provided that any such present member, officer or employee shall not participate in any action by the Agency or the locality relating to such contract, subcontract or arrangement. The County shall insert in all contracts entered into in connection with the Project or any property included or planned to be included in any Project, and shall require its contractors to insert in each of their subcontracts, the following provision: "No member, officer or employee of the Agency or of the locality during his tenure or for 2 years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." Inspector General Cooperation.The Parties agree to comply with Section 20,055(5), Florida Statutes,for the inspector general to have access to any records,data and other information deemed necessary to carry Revised 3.19 FCP-22 16D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) out his or her duties and Incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Employment Eligibility (Using E-Verify) a) Shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the Agreement; and b) Shall expressly require any contractors and subcontractors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the contractor or subcontractor during the Agreement term. 36.TERMINATION (Applies to Subcontracts at Every Tier In Excess of$10,000) All contracts in excess of $10,000 must address termination for cause and for convenience by the non- Federal entity including the manner by which it will be effected and the basis for settlement. i. Termination for Convenience(General Provision)The COUNTY may terminate this contract,In whole or in part, at any time by written notice to the Contractor when it is in the COUNTY's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the COUNTY to be paid the Contractor. If the Contractor has any property in its possession belonging to the COUNTY, the Contractor will account for the same, and dispose of It in the manner the COUNTY directs. ii. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the COUNTY may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the COUNTY that the Contractor had an excusable reason for not performing, such as a strike,fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the COUNTY,after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. iii. Opportunity to Cure (General Provision) The COUNTY in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to COUNTY's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from COUNTY setting forth the nature of said breach or default, COUNTY shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not In any way operate to preclude COUNTY from also pursuing all available remedies against Contractor and its sureties for said breach or default. iv. Waiver of Remedies for any Breach In the event that COUNTY elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by COUNTY shall not limit the COUNTY's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. Revised 3.19 FCP-23 ID) 160 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) v. Termination for Convenience(Professional or Transit Service Contracts)The COUNTY, by written notice, may terminate this contract, in whole or in part, when it Is in the Government's interest. If this contract is terminated, the COUNTY shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. vi. Termination for Default(Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. vii. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of 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 this contract is terminated while the Contractor has possession of COUNTY goods, the Contractor shall, upon direction of the COUNTY, protect and preserve the goods until surrendered to the COUNTY or Its agent. The Contractor and COUNTY shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. viii. Termination for Default(Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will Insure Its completion within the time specified In this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the COUNTY may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and Its sureties shall be liable for any damage to the COUNTY resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the COUNTY in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- a. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the COUNTY, acts of another Contractor in the performance of a contract with the COUNTY, epidemics, quarantine restrictions, strikes, freight embargoes; and b. The contractor, within [10] days from the beginning of any delay, notifies the COUNTY In writing of the causes of delay. If in the judgment of the COUNTY, the delay is excusable, the time for completing the Revised 3.19 FCP-24 CAO 16D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) work shall be extended. The judgment of the COUNTY shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the COUNTY. ix. Termination for Convenience or Default(Architect and Engineering)The COUNTY may terminate this contract in whole or in part, for the COUNTY's convenience or because of the failure of the Contractor to fulfill the contract obligations. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2)deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the COUNTY, the Contracting Officer shall make an equitable adjustment In the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations,the COUNTY may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the COUNTY. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. x. Termination for Convenience of Default (Cost-Type Contracts) The COUNTY may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the COUNTY or for the default of the Contractor. If the termination Is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the COUNTY,or property supplied to the Contractor by the COUNTY. If the termination is for default, the COUNTY may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the COUNTY and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the COUNTY,the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the COUNTY determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the COUNTY, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 37. PRIVACY ACT REQUIREMENTS Applicability—When a grantee maintains files on drug and alcohol enforcement activities for FTA,and those files are organized so that information could be retrieved by personal identifier,the Privacy Act requirements apply to all contracts except micropurchases ($10,000 or less, except for construction contracts over $2,000) The following requirements apply to the Contractor and Its employees that administer any system of records on behalf of the Federal Government under any contract: Revised 3.19 FCP-25 It 1 6 D 7 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) (1)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. (2)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. • Revised 3.19 FCP-26 (11D) I D 7 EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE 1, Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions 2. Certification Regarding Lobbying 3, Conflict of Interest Certification 4. Anticipated DBE, M/WBE or VETERAN Participation Statement 5. Bid Opportunity List for Commodities, Contractual Services or Professional Consultant Services 6. Acknowledgement of Grant Terms and Conditions CAO GCA- 1 • I 6 0 7 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment,Suspension,and Other Responsibility Matters Primary Covered Transactions . (1) The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement,theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions(Federal, State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Ryan J.Larsen Paratransit Demand Response Software Name Project Name Senior Vice President Solicitation 20-7788 Title Project Number Ecolane USA,Inc. 26-1890678 Firm Tax ID Number 945741465 DUNS Number 940 West Valley Road, Suite 1400 Wayne,PA 19087 • Street Addre ity, State,Zip Signat GCA-2 16D 7 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Lobbying The undersigned certifies,to the best of his or her knowledge,that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL,"Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, Ecolane USA, Inc. , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seg., apply to this certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 11.062, Florida Statutes., apply to this certific and d',scl if any. re of Contractor's Authorized Official R n J. Larsen, Senior Vice President Name of Authorized Official and Title /D//0/v.Wc) Date GCA-3 160 7 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification 20-7788 Collier County Solicitation No. I, Ryan J. Larsen , hereby certify that to the best of my knowledge, neither I nor my spouse, dependent child, general partner, or any organization for which I am serving as an officer, director,trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household. Also, to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest I, or anyone noted above, has in any person or organization that does become involved in,or is affected at a later date by, the conduct of this matter. Ryan J.Larsen I' Name rfat Senior Vice President /,/ Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may be made: (1)to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2) to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena; (3) to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4) to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. e GCA-4 16Q 7 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COWER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified. Unverifabte statuses will require the PRIME to either proivde a revised statement or provide source documentation that validates a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME FE1D NUMBER CONTRACT DOLLAR AMOUNT Ecolane USA, Inc. 26-1890678 $105,937.80 IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, VETERAN y N LSTHE ACTIVITY OF THIS CONTRACT... MINORITY OR WOMEN BUSINESS ENTERPRISE? DOE? Y N CONSTRUCTION? Y N (DBE/MBE/VIBE) OR HAVE ASMALL DISADVANTAGED BUSINESSEA CERTIFICATION FROMTHE SMALL BUSINESS MBE? Y N CONSULTATION? Y N ADMINISTRATION? ASERVICE DISABLED VETERAN? wet? Y N OTHER? Y N SDBDA? Y N IS THIS SUDA1I5SIONAREVISION? Y 6L IF YES,REVISION NUMBER B, IF PRiME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE M/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (see Below) DOLLAR AMOUNT DOLLARS N/A N/A N/A N/A N/A • N/A TOTALS: C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SWIMMER DATE TITLE OF SUBMITTER Ecolane USA,Inc. 10/14/20 Senior Vice President EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER ryan.larsen@ecolane.com ecolane.com 712-249-6156 712-764-6156 NOTE:This information is wed to track and report anticipated DBE or MBE participation in federally-funded contracts. The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms.This form must be submitted at time of response to a solicitation. If and when awarded a County contract,the prime will be asked to update the information for the grant compliance files. ETHNICITY CODE Black American BA Hispanic American HA Native American NA Suboont.Asian American SAA Asian•PacificAmerican APA Non-Minority Women NMW Other:not of any other group listed O D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COLLIER CONTRACT tI(IFB/RFP or PO/REO) GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE GCA- 5 160 7 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COWER COUNTY GRANT COMPLIANCE FORM 13ID OPPORTUNITY LIST FOR COMMODITIES AND CONTRACTUAL SERVICES AND PROFESSIONAL CONSULTANT SERVICES It is the policy of Collier County that disadvantaged businesses and minority vendors,as defined in the Code of Federal Regulations(CFR)or Florida Statutes IFS),must have the opportunity to participate on contracts with federal and/or state grant assistance. Prime contractor/Prime consultant: Ecolane USA, Inc. Address and Phone Number: 940 West Valley Road, Suite 1400,Wayne, PA 19087 Procurement Number/Advertisement Number: Solicitation 20-7788 The list below is intended to be a listing of firms that are,or attempting to,participate on the project numbered above.The list must include the firm bidding or quoting as prime,as well as subs and suppliers quoting for participation. Prime contractors and consultants must provide information for Numbers 1,2,3,and 4;and,should provide any information they have for Numbers 5,6,7,and E.This form must be submitted with the bid package. 1. Federal Tax ID Number: 26-1890678 6._ DBE E. Annual Gross Receipts 2. Firm Name: Ecolane USA, Inc. X Non-DBE Less than$1 million 3. Phone Number: 712-249-6156 `Between$1-5 million 4. Address 940 West Valley RoadBetween$5-10 million Suite 1400 7.- Subcontractor Between$10-15 million Wayne,PA 19087 Subconsultant _Moret RF5 5million 5.Year Firm Established: 2002 1. Federal Tax ID Number: DBE B. Annual Gross Receipts 2. Firm Name: Non-DBE Less than$i million 3. Phone Number: Between$1.5 million 4. Address Between$5-10 million 7.- Subcontractor Between$10-15 million - Subconsultant More than$15 million 5. Year Firm Established: 1. Federal Tax ID Number: 6. DBE B. Annual Gross Receipts 2. Firm Name: - Non-DBE Less than$1 million 3, Phone Number: Between$1-5 million 4. Address Between$5-10 million 7.— Subcontractor Between$10-15 million Subconsultant More than$15 million 5. Year Firm Established: 1. Federal Tax ID Number: 6. DBE B. Annual Gross Receipts 2. Firm Name: - Non-DBE Less than$1 million 3. Phone Number: Between$1-5 million 4. Address Between$5-10 million 7.- Subcontractor Between 5 10-15 million - Subconsultant More than$15 million 5. Year Firm Established: ` GCA- 6 �' • 161 7 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Acknowledgement of Terms,Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (I) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703,Fla. Stat, Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name Ecolane USA,Inc. Date / Authorized Signature Address 940 West Va ey Road,Suite 1400,Wayne,PA 19087 Solicitation/Contract# 20-7788 GCA- 7 160 7 EXHIBIT D ECOLANE USA INC. SOFTWARE LICENSE & SERVICES AGREEMENT TO FOLLOW THIS PAGE (containing 15 pages) Eti O 16D 7 1 Ecolane USA, Inc. ECOLANE USA INC. SOFTWARE LICENSE & SERVICES AGREEMENT THIS SOFTWARE LICENSE & SERVICES AGREEMENT(this "Agreement") is made and entered on day of , 2021, by and between Ecolane USA Inc., a Delaware corporation ("Licensor"or"Contractor"), located at 940 West Valley Road, Suite 1400, Wayne, PA 19087, and Collier County Board of County Commissioners, Florida, c/o Public Transit& Neighborhood Enhancement Division ("Licensee"or"County") located at 3295 Tamiami Trail East Bldg, C2, Naples, FL 34112. Licensor and Licensee may be referred to individually as a "Party," or together as the "Parties." 1. AGREEMENT DEFINITIONS 1.1. "Confidential Information" means information relating to or disclosed in the course of, or in connection with this Agreement, that falls within statutory exemptions in the Florida Public Records Law, Florida Statutes Chapter 119 and that are marked as confidential or proprietary to a Party, and actually are confidential or proprietary, including, but not limited to, information concerning such Party's business, products, services, content, finances, subscribers, source code, tools, protocols, product designs and plans, customer lists and other marketing and technical information, the existence of any business discussions, negotiations or agreements between the Parties,the terms of this Agreement, and any other unpublished information. The Party asserting that information is Confidential Information shall also bear all costs associated with any attempt to limit or restrict producing such document or information if there is a public records request or civil action filed to compel the production of such information. 1.2. "Contractor" means a non-employee individual or business hired by Licensee to perform on Licensee's behalf certain functions permitted hereunder. 1.3. "Documentation" means Licensor's User Guides and Training Manuals and any other written materials provided by Licensor for aid in the use and operation of the Licensor Software that Licensor indicates in writing as constituting "Documentation" under this Agreement. 1.4. "Intellectual Property Rights" means all patents, inventions, trademarks, service marks, copyrights, moral rights, trade secrets, database rights, rights in designs, know-how, confidential information (as that terms is defined above in subsection 1.1) and all or any other intellectual or industrial property rights whether or not registered or capable of registration, and whether subsisting in the United States or any other part of the world,together with all or any goodwill relating to the same. 1.5. "License Date" has the meaning set forth in Section 3. 1.6. "Licensor Software" means Licensor's Ecolane DRT software, in object code format, licensed to Licensee hereunder and, in the event, Licensee purchases applicable license, all updates and upgrades provided under the Support Services, if any. The "Mobile Module" shall be deemed part of the Licensor Software for all purposes. 1.7. "Mobile Module" means the portion of Licensor Software that is installed on a mobile unit. 1.8. "Support Services" means Licensor's support and maintenance services described on Schedule B. 1.9. "Support Period" means the time period during which Licensee is current in license fees. 2. SOFTWARE LICENSE 2.1. License Grant. Subject to the terms and conditions hereof, Licensor grants to Licensee a non-exclusive, limited, non-transferable, without right to sublicense, license to use and otherwise access the Licensor Software, Mobile Module, and Documentation, all for Licensee's own internal business uses. Under the foregoing license, Licensee may either(a) install and/or host the Licensor Software and/or Mobile Module on Licensor's provided hardware, as agreed by the Parties under a separate written installation and hosting agreement that shall include a right for Licensee to terminate, at its convenience, Licensor's hosting of the Licensor Software without penalty for early termination, (b) install and/or host the Licensor Software and/or Mobile Module on Licensee's, or its designated Contractor's, hardware in accord with Sections 2.2, 2.3, and 2.4, or(c) any combination of the foregoing (a) and (b). 2.2. License Restrictions; Licensee Rights and Obligations. Licensee shall not: Ecolane USA,Inc.940 West Valley Road,Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 . s • w 16D 7 2 Ecolane USA, Inc. a. modify, make derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code for the Licensor Software, b. allow the Licensor Software to be combined with or become incorporated in any other computer programs, absent Licensor's written consent, c. distribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Licensor Software (except as expressly permitted hereunder), d. only install and use the Mobile Module on a mobile unit approved by Licensor, e. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Licensor Software, or f. Except as set forth in Sections 2.3, 2.4, or as otherwise may be agreed to in writing by Licensor, permit any third party to use the Licensor Software or Documentation or use the Licensor Software or Documentation on behalf of or for the benefit of any third party in any way whatsoever. 2.3. Copies; Records. Licensee may make only so many copies of the Mobile Module as are reasonably necessary for operational security and for its permitted use hereunder. Licensee shall supervise and control and maintain accurate and complete records regarding the use and location of the Mobile Module Software and Documentation, and the access to the Licensor Software. 2.4. Limited Use by Contractors. Licensee may allow its Contractors to exercise the rights granted hereunder on behalf of Licensee and solely for Licensee's benefit, provided that (a) Licensee ensures that such Contractors use the Licensor Software only in accordance with the terms of this Agreement and (b) Contractors are subject to confidentiality obligations substantially similar to Licensee's obligations herein. Licensee shall be fully responsible for any breach of this Agreement caused by Contractors, as limited herein. 3. DELIVERY ACCESS. On or before the 120 days following the date hereof, Licensor shall (a) deliver the number of copies of Software and Documentation, all as may be identified on Schedule A, by electronic means, and/or (b) provide access to the Licensor Software. The first date of such delivery or access shall be referred to herein as the"License Date". Licensor shall use commercially reasonable efforts to make the Licensor Software available for the hours and days as described in Schedule A beginning on the License Date. Scheduled maintenance done by Licensor will be done outside Licensee's scheduled hours of availability as identified in Schedule B. 4. PROPRIETARY RIGHTS. Licensor (and/or its affiliates or vendors) retain all right, title and interest in and to the Licensor Software and Documentation, including,without limitation, all Intellectual Property Rights related thereto and all modifications thereof. The Parties acknowledge each other's trademark rights, and except as permitted by Section 15.11, neither Party shall use the other Party's trade name or trademarks in any manner whatsoever absent the other Party's prior written consent. Nothing in this Agreement assigns any rights, title or interest in any Licensor's (and/or its affiliates' or vendors') Intellectual Property Rights to Licensee. 5. SERVICES. 5.1. Support Services. Licensor shall provide Support Services commencing on the License Date on the terms and conditions set forth on Schedule B. 5.2. Installation Assistance, Training or Other Services. If Licensee and Licensor have agreed that Licensor will provide Licensee with any installation assistance of Mobile Modules, training or other services, the terms and conditions of such services will be identified on Schedule A or another Schedule to this Agreement. 5.3. Custom Development. If Licensor agrees to perform any customized software development work for Licensee that the parties intend for Licensee to own, Licensee will have no such ownership rights unless the parties mutually execute a written addendum to this Agreement that fully satisfies the following conditions: (i) the scope and description of the mutually agreed work product is described, and (ii) the addendum includes an express statement that such work product is "intended to be a work made for hire for, and owned by, Licensee". Notwithstanding the foregoing or any content of any such addendum, in no case whatsoever does Licensor assign or otherwise transfer to Licensee any right, title or interest in or to Licensor Software, Documentation or any other preexisting Intellectual Property Rights of Licensor. Ecolane USA, Inc.940 West Valley Road, Suite 1400,Wayne, PA 19087 610-312-0033 4821-6909-6038.1 160 7 3 Ecolane USA, Inc. 6. GENERAL OBLIGATIONS OF LICENSEE 6.1. Licensee shall (a) promptly provide Licensor and its authorized agents with such information and assistance as may be reasonably requested in order to carry out its obligations hereunder, (b) without charge, provide suitable office accommodation, materials, equipment and support services(including use of telephone and support services) reasonably requested in connection with performance of any services at Licensee's premises ordered by Licensee under Section 5, (c) procure all necessary rights from third parties (including intellectual property licenses in relation to Licensee's computer software) which are from time to time required in order for Licensor to provide services in an authorized and legal manner, and (d)with ten (10) days advance notice, permit Licensor and its authorized representatives to enter on to Licensee's premises or mobile units where the Mobile Modules or Documentation are located or from where the Licensor Software is accessed or services are provided in order to verify Licensee's compliance with the terms of this Agreement. In connection with this review, Licensor may inspect records directly related to Licensee's performance of this Agreement or use of Licensor Software or Documentation kept by or on behalf of the Licensee and make copies of the same. 7. FEES AND PAYMENT. 7.1. Payment. Licensee agrees to pay Licensor the fees specified in Schedule A in accordance with the payment schedules set forth in Schedule A. The Parties agree to the allocation of the fees and payments to software, service (if any) and hardware (if any) as designated on Schedule A. Licensee shall pay Licensor's invoices in U.S. dollars to Licensor's address set forth on Schedule A upon receipt of a proper invoice and in compliance with Chapter 218 Fla. Stats., otherwise known as the "Local Government Prompt Payment Act" . Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. 7.2. Taxes. In no event shall Licensee be obligated to pay any tax paid or owed on income or net worth of Licensor or paid for Licensor's doing business in any particular locality or jurisdiction. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption # 85- 8015966531C-1. 8. WARRANTIES. 8.1. Licensor Software Warranties. With respect to the Licensor Software, Licensor warrants that: (a) the tangible media on which the Mobile Module resides, if applicable, shall be free of material defects in workmanship, design and material, (b) neither the Licensor Software nor the Documentation infringes, misappropriates or otherwise violates any U.S. Intellectual Property Rights of any third parties, (c) the Licensor Software does not contain any computer viruses, Trojan horses, time bombs, cancel bots or other computer programming routines that are intended to detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, and (d) Licensor Software will operate substantially in accordance with the Documentation. The warranties set forth in Section 8.1 ("Software Warranties") shall survive for a period of three hundred sixty-five days (365) days following the License Date ("Warranty Period"). In the event of a breach of a Software Warranty reported to Licensor in writing during the Warranty Period, Licensee's sole remedy for such breach shall be to have Licensor use commercially reasonable efforts to promptly correct, replace or provide a work around for such error or failure, at no charge to Licensee, or in Licensor's discretion, provide an equitable refund to Licensee. The Software Warranties and remedies apply only to the most recent version of the Licensor Software, and shall not apply to any breach, fault or error that has been caused by Licensee's failure to use the Licensor Software in accordance with the Documentation requirements, any misuse, corruption, or abuse of, or modification to, the Licensor Software by Licensee or any use of the Licensor Software with any software or equipment not approved in advance in writing by Licensor. 8.2. Licensor Services Warranties. Licensor warrants that all services that are performed under this Agreement will be performed in a professional and workmanlike manner by qualified personnel, and Licensor has the required skills and experience to perform such services and such warranties shall survive for thirty days following performance of the services. Licensee's sole remedy for breach of a warranty in Section 8.2 shall be to notify Licensor of any breach within ninety (90) day following performance of the services and have Licensor use commercially reasonable efforts to promptly correct, replace or provide a work around for such breach, at no charge to Licensee, or in Licensor's discretion, provide an equitable refund to Licensee. Ecolane USA, Inc.940 West Valley Road,Suite 1400,Wayne, PA 19087 610-312-0033 4821-6909-6038.1 i6Q 7 4 Ecolane USA, Inc. 8.3. Licensor General Warranties. Licensor represents and warrants that Licensor owns, or has all necessary rights to,the Licensor Software and Documentation, and has all necessary rights and authority to grant the rights granted hereunder to Licensee and to carry out its obligations hereunder. 8.4. Mutual Warranties. Each Party represents and warrants to the other Party: (a) such Party's execution, delivery and performance of this Agreement have been authorized by all necessary corporate action, do not violate in any material respect the terms of any law, regulation, or court order to which Licensor is subject, do not violate the terms of any material agreement to which Licensor is a party, and are not subject to the consent or approval of any third party, (b)this Agreement is the valid and binding obligation of such Party, enforceable against Licensor in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to creditors' rights generally, or general equitable principles, (c) such Party is not subject to any pending or, to such Party's knowledge, threatened litigation or governmental action which could interfere with such Party's performance of its obligations hereunder, and (d) such Party has secured or shall secure all material permits, licenses, regulatory approvals and registrations to perform its obligations hereunder. 8.5. Disclaimer of Warranty. EXCEPT AS SET FORTH IN SECTIONS 8.1 to 8.4, LICENSOR DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT OF THIRD PARTIES' RIGHTS, AND SECURE, ERROR-FREE OR UNINTERRUPTED OPERATION. 8.6. Limitation of liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF THE PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST THE OTHER BY ANY THIRD PARTY, UNLESS SUCH CLAIMS ARISE OUT OF THE INDEMNITY OBLIGATIONS UNDER SECTIONS 10.1 AND 10.4 OR ARE DUE TO A BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9. LICENSOR'S LIABILITY TO LICENSEE UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR PURSUANT TO THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF ANY CLAIM. A "CLAIM" IS WHEN ANY OCCURRENCE GIVING RISE TO LICENSOR LIABILITY HEREUNDER IS KNOWN TO LICENSEE OR REASONABLY SHOULD BE KNOWN. Licensee acknowledges and agrees that (i) it is solely responsible for providing and ensuring the proper training of its drivers, owners or operators in the operation of the motor vehicle or motor vehicles (i.e. any automotive machinery utilized for the transport of persons or goods in which Ecolane Products has been incorporated or installed) in conjunction with the use or operation of Licensor Software and Mobile Modules (the "Ecolane Products"), (ii) Licensor shall not be liable to Licensee for any claim or action including costs arising out of the misuse of any motor vehicle operated by the Licensee in conjunction with or separate from the use of the Ecolane Products, including any personal injury or property damage claim or action, and to the extent limited by Florida law, Licensee shall defend, indemnify and hold Licensor harmless from any such claim or action, and (iii) Licensee shall include this paragraph, or the substance thereof, in any third party agreements pursuant to which Ecolane Products are provided to a third party. The foregoing indemnification shall not constitute a waiver of Licensee's sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute agreement to indemnify the Licensor for its negligent, willful or intentional acts or omissions. Licensee agrees that, to the fullest extent permitted by law, Licensor shall not be liable to Licensee or any third party for any special, indirect or consequential damages of any kind arising directly or indirectly from the use of or inability to use Ecolane Products including any claim for lost revenue, profit, data, privacy, security, interruption or loss of service or use of the products, or any loss of business even if Licensor has been advised of the possibility of such damages. 9. CONFIDENTIALITY. 9.1. Confidentiality Obligations. Each Party acknowledges that Confidential Information may be disclosed to the other Party during the course of this Agreement. Each Party agrees that, during and following the term of this Agreement, it shall hold in strict confidence the other Party's Confidential Information (as defined in subsection 1.1 above)and will take reasonable steps,at least substantially equivalent to the steps it takes to protect its own proprietary information, to (a) prevent use of the other Party's Confidential Ecolane USA, Inc.940 West Valley Road,Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 CAS;;' 1 6 D 7 5 Ecolane USA, Inc. Information for any purpose other than to carry out its rights and obligations hereunder, and (b) prevent the disclosure of the other Party's Confidential Information, other than to its employees or Contractors who must have access to such Confidential Information for such Party to exercise its rights and perform its obligations hereunder and who each agree to be bound by agreements with a duty of confidentiality no less protective of confidential information than provided herein. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 212, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. 9.2. Exclusions.The Parties' obligations set forth in Section 9.1 shall not apply with respect to any portion of the Confidential Information that: (a)was in the public domain at the time it was disclosed to or observed by the receiving Party; (b) entered the public domain through no fault of the receiving Party; (c) is rightfully received by the receiving Party from a third party without a duty of confidentiality; (d) is independently developed by the receiving Party without reference to or incorporation of the other Party's Confidential Information; (e) is disclosed in accordance with the state Public Information Act, except that the receiving Party will disclose only such information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed and will provide the disclosing Party notice of such possible disclosure prior to disclosure in order to allow an opportunity for the disclosing Party to contest such disclosure; or(f) is disclosed with the other Party's prior written approval. 9.3. Return of Confidential Information. Each Party agrees to return to the other Party or, at the request and instruction of the disclosing Party, destroy, and certify that it has destroyed, all material embodying Confidential Information (in any form or medium and including, without limitation, all summaries, copies and excerpts of Confidential Information) at any such time as the disclosing Party may so request. 10. INDEMNIFICATION. 10.1. Indemnification by Licensor. Licensor shall to the maximum extent allowed by Florida law indemnify, defend and hold harmless Licensee, and its officers, directors, employees and agents, from and against any and all claims made or threatened by any third party and all related losses, expenses, damages, costs and liabilities, including reasonable attorneys' fees and expenses incurred in investigation or defense ("Damages"), to the extent such Damages arise out of or relate to a third-party claim that the Licensor Software, Documentation or services provided by Licensor hereunder, or Licensee's use of the same in accordance with this Agreement, infringe, misappropriate, or otherwise violate any third party's U.S. Intellectual Property Rights. Licensor's indemnity obligation shall not extend to claims based on an unauthorized modification, combination or use of the Licensor Software by Licensee. 10.2. Notification of 3rd Party Claims. Licensor will promptly notify Licensee of any threat, warning, claim or action against Licensor or suppliers, that could have an adverse impact on Licensee's use of the Licensor Software. 10.3. Remedies. If Licensor informs Licensee or Licensee determines that it must discontinue use of the Licensor Software, the Documentation, or any service furnished under this Agreement because of an existing or anticipated claim, or adjudication, that the Licensor Software, Documentation, or service infringes, misappropriates or otherwise violates any intellectual property right of a third party, Licensor, at its own expense and in its reasonable discretion, shall either: (a) secure for Licensee the right to continue using the Licensor Software, Documentation, or service; (b) replace or modify the Licensor Software, Documentation, or service to make it non-infringing; provided, however, that such modification or replacement shall not degrade the operation or performance of the Licensor Software, Documentation, or service; or if Licensor determines (a) or (b) to be commercially unreasonable, then (c) refund to Licensee any unamortized portions of the fees paid by Licensee, based on a straight line amortization over the initial term of this Agreement. 10.4. Indemnification by Licensee. As limited by law, Licensee shall indemnify, defend and hold harmless Licensor, and their officers, directors, employees, and agents ("Indemnified Parties") from and against any and all claims made or threatened by any third party and all Damages, to the extent such Damages arise out of or relate to (a) Licensee's breach of the obligations assumed under this Agreement, or(b) an infringement or related claim that unauthorized modification, combination or use of the Licensor Software made by Licensee. The foregoing indemnification shall not constitute a waiver of Licensee's sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute agreement to indemnify the Licensor for its negligent, willful or intentional acts or omissions. Ecolane USA, Inc.940 West Valley Road,Suite 1400,Wayne, PA 19087 610-312-0033 4821-6909-6038.1 a 16Q 7 6 Ecolane USA, Inc. 10.5. Defense and Settlement. A Party seeking indemnity ("Indemnified Party") shall provide the other Party ("Indemnifying Party") prompt notice of any such claim made against it for which it is entitled to indemnity hereunder. Each party shall cooperate with the other party and in the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that Indemnifying Party shall control the defense, negotiations and settlement or compromise thereof and shall keep the Indemnified Party informed of the proceedings and review and consider input from the Indemnified Party; provided, that Indemnified Party shall be given the right to consent to the terms of any settlement or compromise with respect to such matter, and such approval shall not be unreasonably withheld by Indemnified Party. 11. EXPORT CONTROL.The Parties agree that Licensee shall not, and shall not permit, use of the Licensor Software and Documentation outside of the United States and Canada. To the extent Licensee seeks to use Licensor Software and Documentation outside of the United States and Canada, Licensee shall be solely responsible for full compliance with all export and import laws and restrictions and regulations of any United States or foreign agency or authority and shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to the same. 12. [THIS SECTION DELETED] 13. TERM AND TERMINATION. 13.1. Term. Unless terminated earlier in accordance with Section 13.2, this Agreement shall remain in effect for the applicable term or terms set forth on Schedule A, as the term or terms may vary for the license to the Licensed Software and Documentation and the Support Services or other services. The term of the agreement will commence upon contract signing. This agreement may be extended for up to one hundred and eighty (180) days upon written notice from Licensee to Licensor. 13.2. Termination; Effect of Termination. A Party may terminate this Agreement prior to the expiration ofan applicable term as follows: (a) if the other Party breaches a material obligation under this Agreement, and fails to cure such breach within thirty (30) days from the date it receives from the non-breaching Party a written notice of the breach and a demand for cure, (b) immediately by written notice if the other Party (i) materially breaches Section 9, or (ii) files a petition in bankruptcy, makes a general assignment for the benefit of its creditors, has a receiver appointed or applied for it, or winds up or liquidates. Upon termination, Licensee shall return the Licensor Software and Documentation to Licensor, and pay all accrued but unpaid fees and expenses, provided, this shall in no way limit any legal or equitable remedies that Licensor may be entitled to. Any fees paid by Licensee for services note performed by Licensor as of the termination date will be refunded, within 90 days following termination. 14. SURVIVAL. Sections 1, 2.2, 4, 8.5, 8.6, 9, 10, 12, 13, 14 and 15 shall survive termination of this Agreement for any reason. 15. GENERAL 15.1. Entire Agreement. Agreement #20-7788 "Paratransit Demand Response Software", this Agreement (including the Exhibits/Schedules) constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. This Agreement may be amended only by a writing signed by the duly authorized representatives of both Parties. 15.2. Independent Contractors. In performing this Agreement, the Parties are independent contractors, and nothing contained in this Agreement shall be construed or implied to create an agency, partnership or employer and employee relationship between the Parties. Except as expressly set forth in this Agreement, at no time shall either Party make commitments or incur any charges or expenses for, or in the name of, the other Party. 15.3. [THIS SECTION DELETED] 15.4. No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing in this Agreement, whether express or implied, shall confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. Ecolane USA, Inc.940 West Valley Road,Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038.1 e I 6 0 7 7 Ecolane USA, Inc. 15.5. Severability/Waiver. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. 15.6. [THIS SECTION DELETED] 15.7. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflicts of law principles or to the United Nations Convention on Contracts for the International Sale of Goods. For purposes of all claims brought under this Agreement, each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in and for Collier County, Florida. Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that any threatened or actual violation of Sections 2, 4 or 9, will cause irreparable harm and injury to the Licensor and Licensor shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining Licensee from doing or continuing to do any such act and any other violations or threatened violations of this Agreement, and for purposes of such injunction, each Party hereby irrevocably submits to the exclusive jurisdiction and proper venue of the state and federal courts located in the State of Florida. 15.8. Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of circumstances beyond the reasonable control of such Party including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs (whether or not by that Party), strikes and other industrial disputes (in each case, whether or not relating to that Party's workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions. 15.9. Headings; Interpretation. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of the Agreement. The expression"person" means any individual, entity, partnership, association, governmental body or the like.The words"include", "includes", "including" and "included" will be construed without limitation. This Agreement shall be construed fairly according to its terms, without regard to the identity of the drafter of any provision in the Agreement. 15.10. Counterparts; Facsimile. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one agreement. Facsimile signatures shall be deemed original signatures. 15.11. Publicity. Neither Party will make any public statements regarding the other Party, without the prior written consent of the other Party, except as required by law or as otherwise provided for herein. Notwithstanding the foregoing, Licensor shall have the right to use Licensee's name in customer lists that identify a substantial number of Licensor's customers, and Licensor shall provide a copy of any such listing to Licensee to the extent distributed to any third parties. [Remainder of page intentionally left blank] Ecolane USA, Inc.940 West Valley Road,Suite 1400,Wayne,PA 19087 610-312-0033 4821-6909-6038,1 I Q 7 12 Ecolane USA, Inc. SCHEDULE A License Terms A. Pricing/Payment Additional licenses may be procured through Ecolane by written agreement at current list pricing at the time of purchase. Payments to Ecolane will be made in accordance to the fees/costs outlined in Exhibit B Fee Schedule of County Agreement#20-7788. Payments are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Payment Act."Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. B. Term of License; Term of Support The term of the Software License shall be from the License Date through 5 full years of use. The terms of the Support Services shall be from the License Date through 5 full years of use. Ecolane deploys a learning management system for agency staff training. By signing this agreement,you agree to mandate that your staff attend and test on the key concepts of the Ecolane software. C. Delivery &Access Terms: Delivery of the System. Licensor commits to delivery of the Licensor Software in the timeframe set forth in Section 3 and it shall be deemed fully delivered when the Licensor Software conforms to the Documentation in all material respects; provided, if there are issues preventing Licensor Software from conforming to the Documentation in all material respects, Licensor will seek to remedy the issues as soon as commercially practicable, and provided, further, if Licensee uses the Licensor Software for 14 days in a live environment, then any such issues shall be deemed waived. System Access. Standard hours of Licensee operations are from 3:30 AM to 9:00 PM, Mondays through Saturdays and 7:00 AM to 8:00 PM on Sundays, Central time zone. The Licensor Software is expected to be available for use from one hour before to one hour after the standard hours; provided Mobile Modules are expressly excluded from the Licensor Software downtime counting, meaning that any downtime experienced by a Mobile Modules is not counted as system downtime. The downtime means a"Critical" level problem as defined in the Support Services. [Remainder of page intentionally left blank] Ecolane USA, Inc. 940 West Valley Road,Suite 1400,Wayne, PA 19087 610-312-0033 4821-6909-6038.1 CA() 1 6 D 7 13 Ecolane USA, Inc. SCHEDULE B SUPPORT SERVICES/SERVICE LEVEL AGREEMENT This Schedule B is made part of and incorporated in that certain Software License & Services Agreement ("Agreement"), dated , by and between Ecolane USA Inc., a Delaware corporation ("Licensor" or"Ecolane"), and Collier County, FL ("Licensee" or"Customer"). Overview Ecolane's Support Services are set forth in this Service Level Agreement. During the term of this Agreement, Ecolane will provide the following support services if the Licensor Software does not operate substantially in accordance with the Documentation. Support will be handled via phone, email, and the internet when Ecolane support personnel are not at the customer site. The infrastructure for this plan is a request tracking system used to facilitate the process of tracking and resolving customer needs and issues. Every service request is logged into the system and is accessible by Ecolane support representatives. Assignment of Service Request Severity When a customer has opened a service request and reaches customer support, the Ecolane associate will assess the severity of the request based on the customer's description of the issue. The severity of the service request will be recorded at support.ecolane.com. Table 1 below describes the definitions used in identifying and assigning a severity to the customer's reported issue. Severity Criteria 4 ` • Customer's production system is down Critical • Ecolane product is unusable resulting in total disruption of work or other critical business impact. • No workaround is available • Major feature/function failure High • Operations are severely restricted • A workaround is available • Minor feature/function failure Medium • Product does not operate as designed, minor impact on usage, acceptable workaround deployed Low • Minor issue • Documentation, general information, enhancement request, etc. Response and Resolution Targets Ecolane Customer Support response and resolution targets are described below: Response: When Ecolane Customer Support receives a support request, a support engineer will provide feedback to the customer that the request has been logged and assigned to the appropriate resource. The exact response (described below) will vary depending on the support method used by the customer, and the response time will commence as soon as the support request is received and Ecolane has a clear understanding, the ability to reproduce or identify from the system log the issue at hand (support request) Web: Ecolane will assign a status and severity and update the service request to let the customer know the request has been received. A Service Request ID#will be assigned immediately when the support request is submitted from the Web. E-Mail: An automated e-mail reply will be sent immediately after receiving the e-mail request. Ecolane will reply to the e-mail with a Service Request ID#and a time frame when to expect a response or contain a request for additional information. Phone: Ecolane will answer the call or respond to a call that has gone to voice mail, document product specific information in the service request, provide the customer with a Service Request ID # and begin support activities. Including a roll back to an earlier version if possible and it is likely to solve the issue. Ecolane staff will be available for contact between 7 AM and 7 PM EST. Resolution: An answer, fix or a satisfactory workaround to the support request Solution: The long-term resolution to the support request, issue or question. Ecolane USA, Inc.940 West Valley Road,Suite 1400,Wayne, PA 19087 610-312-0033 4821-6909-6038.1 16D 7 14 Ecolane USA,Inc. Severity Target Target Solution (1 or more of the following) Response Resolution Critical 1 Business Within 4 hours • Satisfactory workaround is provided Hours from actual response • Product patch is provided • Fix incorporated into future release • Fix or workaround incorporated into Solution Library High 8 Business Within 36 hours • Satisfactory workaround is provided Hours from actual ' Product patch is provided response • Fix incorporated into future release • Fix or workaround incorporated into Solution Library Medium 24 Business Within 15 • Answer to question is provided Hours Business Days • Satisfactory workaround is provided • Fix or workaround incorporated into Solution Library • Fix incorporated into future release Low 72 Business Within 30 • Answer to question is provided through FAQ, Knowledge Base, or Hours Business Days through trained customer subject matter experts(SME) • Fix or workaround incorporated into Solution Library Ecolane USA, Inc.940 West Valley Road,Suite 1400,Wayne, PA 19087 610-312-0033 4821-6909-6038.1 CAU 1 6 D 7 15 Ecolane USA, Inc. Assignment of Service Request Status When a customer contacts Ecolane Customer Support and requests help to resolve a question or an issue, a service request is opened. The following table describes the possible status that may be assigned to a service request. Status Criteria `: Open A service request has just been submitted. It may be assigned to an individual or a queue. Ecolane has not responded yet to customer. Responded Ecolane has responded to the customer regarding the receipt of the service request and is actively pursuing a resolution. On Hold Ecolane is not actively working on the resolution of the service request. Generally, this is due to information pending from the submitter of the service request. However, service requests may be put on hold for other reasons as well. More Info Ecolane is waiting for more information to be able to clearly understand, have the ability to Required reproduce or identify from the system log the issue at hand. Closed Closed status reflects that: • The customer and the Ecolane agree that a satisfactory resolution has been provided, or • The customer understands that there is not a solution to the issue at hand, and the issue is not a result of a product defect, or • Ecolane has made multiple attempts to contact the customer that opened the log and the customer has not responded. Electronic service requests (Web, e-mail) may be closed when Ecolane Professional Services has provided an electronic reply with a high degree of confidence that the reply will resolve the issue or answer the question. Networking, hardware and installed software at the site are the sole responsibility of the customer and are not covered in Support Services. Customer misuse or unauthorized use of Licensor Software or Mobile Modules also is not covered in Support Services. Ecolane USA, Inc. 940 West Valley Road,Suite 1400,Wayne, PA 19087 610-312-0033 4821-6909-6038.1 160 7 Client#: 673668 ECOLA ACORDT., CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/09/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jeniene Atkins Marsh & McLennan Agency LLC PHONE - FAX (A/C,No,Ext): (A/C,No): 413 North Shore Drive, SW E-MAIL DRESS: Jeniene.Atkins@MarshMMA.com Suite E Knoxville,TN 37919 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Casualty Insurance Company 29424 INSURED INSURER B:Accident Fund Insurance Co.of America 10166 Ecolane INSURER c:Peleus Insurance Company 34118 940 W.Valley Road, Suite 1400 Wayne, PA 19087 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 20SBATP6967 07/01/2020 07/01/2021 EACH OCCURRENCE $2,000,000 CLAIMS-MADE OCCUR RAMAGE TO RENTED REMISES Ea occurrence) $30,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 PR - POLICY ECT LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ _ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY - AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION WCV6210398 06/30/2020 06/30/2021 X MUTE_EMPLOYERS'LIABILITY STATUTE- ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Tech E&0 C4LXD062923 07/24/2020 07/24/2021 $2,000,000 A Tech E&0 20SBATP6967 07/01/2020 07/01/2021 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project: General Service Agreement#20-7788,Paratransit Demand Response Software Collier County Board of County Commissioners is included as additional insured with regards to the Commercial General Liability insurance when required by written contract or agreement and subject to the provisions and limitations of the policy.Insurance is primary and non-contributory. CERTIFICATE HOLDER CANCELLATION Collier CountyBoard of CountySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E. Naples, FL 34112 AUTHORIZED REPRESENTATIVE Pt - ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S8085011/M8084821 JKMAY 16D 7 Client#: 673668 ECOLA ACORDr,., CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/09/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: Jeniene Jeniene Atkins Marsh &McLennan Agency LLC PHONE _ FAX (A/C,No,Ext): (A/C,No): 413 North Shore Drive, SW ADDRESS: Jeniene.Atkins@MarshMMA.com Suite E Knoxville, TN 37919 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Hartford Casualty Insurance Company 29424 INSURED INSURER B:Accident Fund Insurance Co.of America 10166 Ecolane Peleus Insurance Company34118 940 W.Valley Road,Suite 1400 INSURERC: INSURER D: Wayne, PA 19087 - INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LT RR TYPE OF INSURANCE INSR WVD POLICY NUMBER /YPOLICY EFF POLICY EXP LIMITS (MM/DDIYYYY) {MMIDDYYY) A X COMMERCIAL GENERAL LIABILITY X 20SBATP6967 07/01/2020 07/01/2021 EACH OCCURRENCE $2,000,000 DAMAGERENTED CLAIMS-MADE OCCUR PREMIS Eaoccurrence) $30,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY ECOT LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ _ $ B WORKERS COMPENSATION WCV6210398 06/30/2020 06/30/2021 X STATUTE ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A • (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Tech E&0 C4LXD062923 07/24/2020 07/24/2021 $2,000,000 A Tech E&0 20SBATP6967 07/01/2020k07/01/2021 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project: General Service Agreement#20-7788, Paratransit Demand Response Software Collier County Board of County Commissioners is included as additional insured with regards to the Commercial General Liability insurance when required by written contract or agreement and subject to the provisions and limitations of the policy. Insurance is primary and non-contributory. CERTIFICATE HOLDER CANCELLATION Collier CountyBoard of CountySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E. Naples, FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S8085011/M8084821 JKMAY