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Backup Documents 03/08/2022 Item #11D ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 1 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 -GO 3tl02, 2. County Attorney Office County Attorney Office 3))a�z� 4. BCC Office Board of County Commissioners W/ /15 3//cizz.. 4. Minutes and Records Clerk of Court's Office / 3 iO ob'ad-/0:o7m't. 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 March 8, 2022 v Agenda Item Number 11.D. ✓ Approved by the BCC Type of Document CONTRACT / Number of Original 1 Attached Documents Attached PO number or account N/A 21-7891 INEO Systrans number if document is INEO Systrans, USA, Inc. dba to be recorded USA, Inc dba ENGIE ENGIE 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 fmal 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 03/08/2022 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County sAlli ? an option for Attorney's Office has reviewed the changes,if applicable. 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 spite, an option for Chairman's signature. this line. 11D 2/16/22,9:18 AM Detail by Entity Name DIVISION OF CORPORATIONS J1`/1l1U1 i Of 4;' ,,1JM . rg jr1�p Ay r�I U iJ an official attic of Florida wrbs/tr Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation INEO SYSTRANS USA, INC. Filing Information Document Number F21000003647 FEI/EIN Number 61-1779548 Date Filed 06/28/2021 State VA Status ACTIVE Principal Address 10530 LINDEN LAKE PLAZA, SUITE 101 MANASSASS, VA 20109 Mailing Address 10530 LINDEN LAKE PLAZA, SUITE 101 MANASSASS,VA 20109 Registered Agent Name&Address CAPITOL CORPORATE SERVICES, INC. 515 EAST PARK AVENUE 2ND FL TALLAHASSEE, FL 32301 Officer/Director Detail Name&Address Title CEO HUON, BAUDOUIN 10530 LINDEN LAKE PLAZA, SUITE 101 MANASSASS,VA 20109 Annual Reports No Annual Reports Filed Document Images 06/28/2021—Foreign Profit View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=lN EOSYS... 1/2 2/16/22,9:18 AM Detail by Entity Name I 1 0 Honda Department of State,Dwcsmu of wpoiatrons https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=l N EOSYS... 2/2 i10 GENERAL SERVICE AGREEMENT # 21-7891 for COLLIER AREA TRANSIT CAD/AVL THIS AGREEMENT, made and entered into on this Btk day of Pl a,c11 20 22 , by and between INEO Systrans USA, Inc. d/b/a ENGIE authorized to do business in the State of Florida, whose business address is 10530 Linden Lake Plaza, Suite 101, Manassass, VA 20109 , (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 three ( 3 ) year period, commencing ❑■ upon the date of Board approval; or ❑ upon , and terminating three ( 3 ) 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. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to 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 ❑i Purchase Order ❑ . 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of ❑■ Request for Proposal (RFP) ❑ t vitatiea-te-Bid--( ) [J Other ( ) # 21-7891 including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. Al 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[2022_Ver.1] 110 -.. 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. 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 ($ ), 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., :1, estimated maximum amount of ($ ), offered by the Contractor in response to a specific Request for Quotation and pursuant to Price Methodology in Section 41. Payment will be made upon receipt of a proper invoice • Prompt Payment Act". 4.1 Price Methodology (as selected below): n 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[2022_Ver.I] I 1 0 n time spent by the contractor's employees and materials plus the contractor's markup). This methodology is generally used in projects in 10 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 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4-5raveln4-Reimbur bleExpenses: Travel and Reimbursable Expenses must Reimbursements shall be at the following rates: Mileage ef- le Breakfast Lunch Dinner Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard size vehicles Page 3 of 17 General Service Agreement[2022_Ver.l] i1D with a cap of no more than $150.00 per night Actual cost of parking • Taxi or Airport Limousine e • 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 # 85-8015966531C. 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: INEO Systrans USA, Inc. d/b/a ENGIE Address: 10530 Linden Lake Plaza, Suite 101 Manassas, VA 20109 Authorized Agent: Baudouin Huon, CEO Attention Name & Title: Kilian 011ivier Telephone: (571) 379-4001 E-Mail(s): Baudouin.huon@engie.com/Kilian.ollivier@engie.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 Edwards Arnold Division Name: Public Transit & Neighborhood Enchancemen Address: 3299 Tamiami Trail East, Suite 103 Naples, Florida 34112 Administrative Agent/PM: Omar De Leon, Transit Manager Telephone: (239) 252-4996 E-Mail(s): Omar.Deleon(a�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. Page 4 of 17 General Service Agreement[2022_Ver.l] CAO 1 1 D 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. 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. Page 5 of 17 General Service Agreement[2022_Ver.1] ' ID 12. INSURANCE. The Contractor shall provide insurance as follows: A. [ Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. n Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. 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$ 1,000,000 for each accident. D. ❑■ Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. E. ❑ Cyber Liability: Coverage shall have minimum limits of$ per claim. F. Umbrella : Coverage shall have minimum limits of$ 1,000,000 per occurrence. ❑ . minimum limits of$ 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 Page 6 of 17 General Service Agreement[2022_Ver.I] 110 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. 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 Enchancement 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, I. Exhibit B Fee Schedule, n RFP/n .ITB/❑ Other #21-7891 , including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes, and INC Other Exhibit/Attachment: Federal Contract Provisions 17. APPLICABILITY. Sections corresponding to any checked box (M) expressly apply to the terms of this Agreement. Page 7 of 17 General Service Agreement[2022_Ver.1] 1 1 D 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. 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, if applicable, 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: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest( colliercountyfl.gov 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. Page 8 of 17 General Service Agreement[2022_Ver.1] 110 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. 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. Page 9 of 17 General Service Agreement[2022_Ver.I] (DO 11D 23. I■I CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 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. ■ 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. I■I 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. I■I 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 Page 10 of 17 General Service Agreement[2022_Ver.1 11 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. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 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 Page 11 of 17 General Service Agreement[2022_Ver.I] 110 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. 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. n KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project 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 the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. I-I AGR fectuifeekseMees,r 35. n en or among the terms • take precedence. INI 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[2022_Ver.1] ( , 1 110 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. U■ SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 General Service Agreement[2022_Ver.1] 110 Exhibit A Scope of Services 1 22 • following this page (pages through ) fI this exhibit is not applicable Page 15 of 17 General Service Agreement[2022_Ver.l] 110 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 OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller • •D //e///1f_ By: bon Willi m L. McDaniel Jr. , Chairman Dated: U ‘., ,- (SEA WAttest as o Cha rman'k signature onty,4 Contractor's Witnesses: INEO Systrans USA, Inc. d/b/a ENGIE Contractor _ By: Contractor's First Witness S gna1 ttP cLot.,.ZAA 7 -1-voN CcEo) A� -PL& i A-DZ TType/print signature and titleT TType/print witness name Contractor's Second Witness TType/pinnt witness name o e as t and Legality: T�.,��_Co nty Attorney r n Name Page 14 of 17 General Service Agreement[2022_Ver.1] i Request for Proposal (RFP) #21-7891 "Collier Area Transit CAD/AVL" I 1 0 EXHIBIT A SCOPE OF SERVICES The purpose of this Agreement is for the purchase and installation of : 1) CAD/AVL — Computer Aided Dispatch/Automatic Vehicle Locator; 2) MDT- Mobile Data Terminals; 3) AVA- Automatic Voice Annunciation System; 4) APC - Automated Passenger Counters ; 5) Integration with the Fare Box solution (currently being solicited) with single sign on capability; 6) Integration with Collier Area Transit (CAT) Mobile Ticketing system operated by Masabi with the ITxPT standard; 7) Signs, onboard infotainment system; 8)Business Intelligence tools for incident management; 9) A fully operational schedule software or the ability to integrate with a third party scheduling module; and 10)Pre and Post Trip Inspection capability to be integrated on the MDT, 11)and integration with Traffic Signal Priority (TSP) to fully automate via the CAD/AVL, utilizing the bus schedule and real time vehicle location. The final solution should be a well-proven,turn-key,industry-standard,integrated Intelligent Transportation System (ITS). The hardware and software must assist in capturing data and provide feedback to better manage and operate a more efficient Collier Area Transit system. The detailed scope of work below and Contractor's Proposal outlines the entire scope requirements necessary to complete the work outlined above.The term Proposer shall also mean Contractor. DETAILED SCOPE OF WORK Collier Area Transit (CAT) desires a system that is non-proprietary in nature as practicable. Ideally, hardware component items will be generally available in the marketplace from multiple sources to ensure reasonable pricing, ease of maintenance and consistent support over a long term. A reliance and emphasis on use of software that is available and supported within the general commercial market is considered highly desirable. Proposer shall address this consideration and factor within their proposals,and clearly indicate the relative degree of use of proprietary and non-proprietary hardware and software associated with the system proposed. Collier Area Transit is committed to the effective and efficient management and delivery of public, specialized, and coordinated transportation services in Collier County, Florida. It is the continuing pursuit of Collier County to ensure that these services meet the mobility needs of County residents and visitors in terms of: • Accessibility • Cost Effectiveness • Professionalism • Quality of Service • Reliability • Safety& Security The new ITS application should address the current limitations of the existing applications which include: • Lack of integration to key external systems resulting in duplication of effort. • Lack of automation requiring many manual processes and keeping separate spreadsheets for tracking. • Difficult to report on required information(no ad-hoc reporting; programmer required to create additional reports). In addressing the above noted limitations Collier Area Transit desires to: • Track all Collier Area Transit vehicles with global position system (GPS)also known as Automatic Vehicle Locator(AVL). • Provide and install vehicles with Mobile Data Terminals(MDTs). • Improve customer service levels provided to passengers by offering increased levels of customer self- Page 1 of 22 Exhibit A—Scope of Services 110 Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" service options, including real time schedule information,providing effective customer communication,and enabling customer service representatives to respond to customer requests quickly and efficiently without an increase in personnel. • Provide and install an integrated Automatic Voice Annunciation System (AVA)to include audio announcements and displayed signs. • Integrate with our current installed Info Dev Automated Passenger Counters or provide and install alternate Automated Passenger Counters (APC's)to generate necessary National Transit Database(NTD)and management reports and to provide service planning information. • Provide Fixed Route Management Solution. • Provide Fixed Route Full Scheduling solution. • Include real time tracking and predictions. • Improve the response time to inquiries, reporting, and other business processes. • Eliminate redundant data entry and data inconsistencies through improved integration with other systems. • Extract data and create needed metrics for analytical purposes. (Ex: user performance and system errors, OTP and etc.) • Improve efficiency by minimizing the number of manual processes. • Satisfy the standard and ad-hoc reporting and data requirements including financial,managerial, administrative,transactional, and historical information for management. • Access data while away from our offices; Collier Area Transit desires a solution where all core system functions may be accessed from any Internet-connected device. Devices used by our staff may include desktops, laptops,tablets or smartphones. The desired solution should possess a mobile interface designed to resize to fit the displays of any device while maintaining intuitive navigation, ease of execution,and connectivity to the system. • Integrate with our current Mobile Ticketing system by Masabi with ITxPT standard. • Integrate with our Farebox fare solution system, currently Fare logistics by Trapeze. (RFP for Farebox is occurring concurrently with CAD/AVL and coordination will be necessary) • Proposer shall describe any further integration with Farebox system and advantages. • Integration with Transit App as the passenger trip planning mobile application and furthering its capabilities by integrating mobile ticketing. • Easily manage incidents with an incident management tool that would be integrated to provide detail information regarding incidents and how they were addressed. • Up to date GTFS-RT, GTFS static data export capabilities. • GTFS-Ride data export capabilities as described below: o GTFS-Ride allows for improved ridership data collection, storing, sharing, reporting and analysis. This standard uses the required elements of GTFS and adds files necessary for ridership data standardization and reporting. GTFS-Ride would allow Collier Area Transit to share our ridership data with other agencies and organizations interested in collecting and analyzing ridership data. • Pre and Post Trip Inspection capability to be integrated on the MDT. • Proposer is encouraged to include further integration than requested in the scope of work. • Integration with Traffic Signal Priority(TSP)to fully automate via the CAD/AVL, utilizing the bus schedule and real time vehicle location 1. GENERAL FUNCTIONAL REQUIREMENTS Page 2 of 22 Exhibit A—Scope of Services Cp'C� 110 Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" The Proposer shall be responsible for providing a complete,fully operational and integrated ITS/CAD/AVL system. The unintentional omission by CAT of specific items required for the proposed system to be fully operational and integrated shall not relieve the Proposer of delivery of a total system. This RFP outlines the functional,operational and minimum technical parameters of the ITS/CAD/AVL deployment. The RFP intends to cover all equipment and operational constraints to the maximum depth possible. If any components are not specifically noted, it does not in any way relieve the Proposer of its responsibility to provide a totally installed system including all brackets, nuts, bolts,connectors,and all integration and installation services that are necessary to provide a completely operational system. Proposals should include all costs required to design, provide, install, test, and maintain a complete ITS/CAD/AVL package as well as train personnel, in accordance with their offer. By submitting a proposal, Proposers warrant that all equipment quoted within shall constitute a complete system in accordance with its proposal, and insofar as system components exist, all such components are compatible with all other system components provided under the contract or compatible with components provided by others as an integral part of the system.Integration with existing Collier Area Transit systems is also required to perform the specified functions, as noted in this scope. Proposer further warrant that the system is fit for the use intended. Collier Area Transit desires a system with the following components: • GPS location services. • Computer Aided Dispatching/Automatic Vehicle Location(AVL). • Mobile Data Computer(MDC)/Vehicle Logic Unit(VLU). • Bulk Data Transfer via Secure Wi-Fi. • Information provisioning for the Real-Time Passenger Information (RTPI)system. • Onboard Automatic Voice Annunciation(AVA) of selected bus stops and/or road intersections. • Automated Passenger Counters(APC). • Fixed Route Scheduling. • External/internal information signs. • Planning App and integration with the Transit App • Incident Management • Onboard Media(infotainment) • Business Intelligence tools The ITS/CAD/AVL component shall display bus locations on a digital map on the selected workstations.Data from the vehicles shall be collected in real time to provide dispatchers and supervisors with a view of the overall operational status of all Collier Area Transit vehicles. The Cellular Mobile Data Communications component shall provide an interface for transmitting data between the dispatcher and the vehicle fleet.These data elements shall include: Location,Canned and Free-Text messages, Log On and Log Off messages,Vehicle Schedule Adherence and Real-Time Covert Emergency Alarm. The Mobile Data Computing Device (MDC) / Vehicle Logic Unit (VLU) shall ideally provide the driver with a single point login for all interfaced components,have the ability to send and receive canned messages,and to receive free-text messages from dispatch. The VLU shall also make ADA required stop announcements and control the in-vehicle next stop display. 1.1 General Requirements It is the intent of the included requirements to describe the said equipment,apparatus, supplies,or materials to be purchased by Collier Area Transit. All items to be installed within the proposals must be new, unused, and of the manufacturer's latest design and model unless otherwise specified. All standard equipment must be Page 3 of 22 Exhibit A—Scope of Services 110 Request for Proposal (RFP) #21-7891 "Collier Area Transit CAD/AVL" provided. All necessary parts not mentioned but needed for the full operation of the item(s)specified must be supplied.Unnecessary,(optional)items may be priced separately if not specified. All items are to be delivered freight on board(FOB)to the location provided when ordered. All equipment and supplies must meet all safety regulations,guidelines,and specifications such as OSHA,US DOT,FDOT,etc.,if so regulated. 1.2 Hardware Requirements All hardware shall be manufactured, fabricated, assembled, finished, and documented with workmanship of the highest production quality and shall conform to all applicable quality control standards of the original manufacturer and the Proposer.All hardware components shall be new and suitable for the purposes specified. All hardware provided shall be commercially available,standard,off-the-shelf products manufactured by well- established and reputable manufacturers with the capability to supply replacement parts same day not to exceed 24hr period for critical parts and three-day period for non-critical items. Technical support for non-system issues requires same day no more than 24hr response, Critical system issues requires four-hour response. All hardware shall be compatible with the current infrastructure. Spares and expansion items shall be readily available for at least five years after installation. Delivered hardware shall include all applicable engineering changes and field changes announced by the equipment manufacturer since it was produced. Hardware and equipment price shall be valid for the length of the contract for future purchases. 1.3 Equipment Performance It is the intent of this scope to provide for high-quality, state-of-the-art, commercially rated equipment that is designed, manufactured, and installed for public transit service, which requires long life and high reliability under adverse conditions. The hardware must meet or exceed requirements of all software specifications. The following are specific requirements: • The overall system equipment construction shall meet the highest current standards for continuous duty operation in public transit service.Components shall operate within the manufacturer's specified limits under all reasonably expected operational conditions. • Vehicle equipment shall be new and current model year,unless otherwise noted. • The Proposer shall guarantee that all equipment and material furnished meets or exceeds all the requirements of this scope and of the manufacturer's specifications, unless Collier County waives compliance. Acceptance of the equipment or material will not constitute waiver of this requirement. • Collier Area Transit requests that unit pricing for a maximum of 6 additional units as spares to be included in the proposal. 1.4 Software Requirements It is the intention of Collier Area Transit to procure a system solution that uses off-the-shelf technologies to the highest degree possible, but also minimizes any operational impacts to passengers, bus operators, customer service and dispatchers.The Proposer should minimize system customization in favor of off-the-shelf solutions but should identify any impacts to desired operations that the off-the-shelf solution may have on system users. If new or custom software must be developed to meet these requirements,this shall be indicated in the proposal. All network, database, and operating system software shall be a standard off-the-shelf product produced by well-established and reputable companies. All software shall be provided on removable media that could be used to re-install the software if necessary. All software licenses shall reside with Collier County and shall be delivered at final acceptance. All original copies of programs provided shall also be delivered at final acceptance. Collier Area Transit desires that the software be hosted in the "Cloud" and be hosted by the Proposer. Page 4 of 22 Exhibit A—Scope of Services 110 Request for Proposal (RFP) #21-7891 "Collier Area Transit CAD/AVL" In the event of internet failures,the system must have the ability to switch to a redundant or stand by computer server to maintain full functionality.There is a requirement for the system to re-sync upon stabilization. If network equipment will be required to be installed on site,a standalone network shall be developed.It is not intended for the network to be integrated to Collier County's Network. The standalone network shall integrate with the Farebox and Camera System access. Collier Area Transit is seeking a cloud-based solution with minimum equipment on premise. 1.5 Mobile Data Communications Requirements All mobile data communications shall have the capability to communicate via a cellular service,but the main feature or connection should be via cat5 or cat6 connection to our onboard modem (IBR900). Collier Area Transit shall acquire the data service if needed. The Proposer shall specify estimated data requirements in Mbytes per vehicle per month.If AVL only vehicles are offered,the data requirements for these vehicles should also be specified. 1.6 Fixed-End Equipment The Proposer shall clearly specify all equipment necessary for the system,including workstations,printer,and network equipment and cables. Note that Collier Area Transit will supply workstations. The proposal shall include detailed specifications for each of these pieces of equipment. 1.7 Dispatcher Workstations The ITS system shall be installed on viewing workstations referenced in Section 2. Licensing provided should allow for the Collier Area Transit managers and supervisors to perform their duties either at the desk workstation or on the road with their provided laptop/Tablets.These workstations shall access common data so that they all display the latest information available. Collier Area Transit will determine the location of each workstation as they may be located at separate facilities. Collier Area Transit may also choose to operate the dispatch or view-only workstation software on additional PC's as needed. When defining workstation requirements, Proposer shall include, any license fees that would be required to run the software on additional machines as a separate line item. The license fee shall be noted on a per workstation basis. As a functional dispatch station is required for Collier Area Transit business continuity plan,data connection requirements for a full functioning dispatch workstation shall be specified. Collier Area Transit requests that unit pricing for a maximum of three additional licenses of each type be included in the proposal. 1.8 Management Workstations The system shall also be capable of operating via an internet connection to Collier Area Transit.Remote access may be used to support management access.This access may be from a remote facility. The Proposer should discuss how remote access is supported by the System and what hardware and communication requirements exist. 1.9 Its Central Side(Functional) The Computer Aided Dispatching/Automatic Vehicle Location system is comprised of all of the hardware and software used to provide CAD and AVL displays and functions to the dispatcher,determine schedule adherence of the vehicles, and calculate departure estimates. Connections to the existing video camera (if possible), destination signs and Farebox equipment are necessary for single sign-on. If possible, the Proposer should describe how interfaces to subsystems could work.Contact information for current systems below: AngelTrax www.trapezegroup.com l! Support 1-800-673-1788 Page 5 of 22 Exhibit A—Scope of Services I1n Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" https://www.angeltrax.com/customer-support Luminator Technology Group 13 Support 1-972 424-65 1 1 13 www.luminator.com Fare Logistics (Trapeze)(Farebox Solicitation occurring at the same time) fal Support 1-319-743-1118 w Rep-Paul Switalski 1.10 Computer Aided Dispatching Display The ITS shall provide the workstation user dashboard with easy access to vehicle status and other data elements described below. These shall be presented in a variety of ways including text or list displays, map displays, pop-up displays,reports,etc. The applications will be provided within the traditional Microsoft Windows architecture. This includes re- sizable and dock-able windows,drop-down menus,toolbars,mouse clicks,mouse-over,etc. Functions should be available from menus, table/lists or map displays. Proposer should briefly describe their approach to the user-interface design providing sample screen shots. The workstation software shall support desktop expansion across multiple monitors and offload graphic processing/rendering to the video cards Graphics Processing Unit (GPU) and not process it on the Central Processing Unit(CPU)thus reducing processing overhead. 1.11 List/Table Views The system shall provide dispatch with configurable text-based list windows to view the status of each vehicle in service. These windows shall allow Collier Area Transit to filter the views of vehicles based upon various criteria including but not limited to: • Vehicle type • Vehicle ID's • Operator ID's • Operational Status (In Service, Out of Service,Emergency, Off-Route, etc.) • Schedule Adherence • Route/Block/Run It is preferred that each entry in the list view is marked or colored to reflect the status of the vehicle.If a vehicle has more than one active flag or status, then the highest priority should determine how the item is displayed. Priorities should be configurable. The schedule status shall be updated at a minimum at each time-point along the route. Proposers are required to provide a description of the information available on the list displays, as well as screen shots of the most used displays and an explanation of how the dispatcher would access this information. 1.12 AVL Map Display The system shall provide an integrated mapping component that will allow configurable displays of the various map layers to include streets,highways,points of interest,routes,and vehicle data. The mapping system shall be capable of displaying vehicle data on multiple filtered windows. The Proposer will provide mapping, preferred from Google Maps. Proposer shall describe how the provided maps will be used and how the configuration of visible maps layers, colors of map features, etc. is managed. Page 6 of 22 Exhibit A—Scope of Services 0 11 Request for Proposal (RFP) #21-7891 "Collier Area Transit CAD/AVL" This description shall address how map updates will be handled for both the central and mobile system components. If the Proposer provides an alternative mapping solution,they shall provide information on how often the maps are updated. The mapping views shall provide standard map display features such as zoom in or out, pan in any direction, and point-and-click on features and vehicles to retrieve information. Map details shall be reduced as the user zooms out to minimize clutter on the map displays. In addition, each map window shall be able to be manipulated independently of the others. The Proposer is required to describe in detail the interaction of the workstation user with the map displays. Mapping data displays shall track and display vehicle locations in near real time and shall update automatically as vehicles report their locations and status. The vehicle icon on the map shall use shape, color, and labels to indicate a configurable subset of the following: Vehicle Type Route/Block/Run GPS Status Vehicle ID Direction of travel Modem IP and/or MAC address Operator Name Speed Time of last report Operator ID Latitude Communications Status Operational Status Longitude Closest Street Address Those data elements not chosen for vehicle icon labels shall be available via a mouse click to activate a pop-up dialogue. The Map Interface shall meet the following: • Allow the user to create multiple views. Views are map windows with user-defined filters with full map capabilities that act independently from the other map windows/views. The user shall be able to add, select a view from a list of previously defined views, and delete a view. However, access to this function may be limited by the system administrator. • Provide the ability to find and/or track a specified vehicle or vehicles. This function may be launched by selecting a vehicle or group of vehicles from a drop-down menu, from one of the list views,or from one of the map views. Once selected,the vehicle(s) shall be centered on a map at an appropriate zoom level. If tracking, the map shall pan and zoom as needed to keep the selected tracked vehicle(s)on the map display without the requirement for the user to manually scroll or re- size the window. • Be available while directly working within any software module, that is, the dispatcher should not have to exit the dispatching application to view mapping data. The details of how the Proposer's mapping components work throughout the other components of the system shall be clearly explained in the proposal and include screen shots of map displays. 1.13 Schedule Adherence The ITS component shall include an algorithm for calculating the deviation from schedule for each operating vehicle. Proposer shall describe,at a high level,the schedule adherence algorithm,including where,when and how often the deviation calculation is updated. Tolerance levels (what is early, late, etc.) shall be defined and configurable by Collier Area Transit. The granularity of performance to schedules shall be minutes plus or minus the schedule. The Scheduling module should have detour management as part of its base product or an add on from a third party. This module should give Collier Area Transit the capabilities to create simple infographics to show detours when needed. Page 7 of 22 Exhibit A—Scope of Services 0 1 I 0 Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" In addition,the Proposer should discuss how the ITS system calculates and displays headways for all vehicles to aid Collier Area Transit in detecting and managing vehicle bunching. Detour Management: The Scheduling module should have detour management as part of its base product or an add on from a third party. This module should give Collier Area Transit the capabilities to create simple infographics to show detours when needed. 1.14 Data Management The ITS system shall log all data coming from or going to the vehicles and activities initiated by the workstation users in a MS SQL database. This data shall be stored for reporting and playback uses. The data shall include but not be limited to: • Vehicle definition data • Driver identification data • Vehicle location data • Driver log on/log off • Operational data • Messaging data • Incident data • Schedule adherence data The Proposer shall describe what data their system will record and store. The Proposer shall provide detailed storage requirements for maintaining data for five years.Collier Area Transit desires the data to be web-based, stored in the "Cloud." The data must be accessible in the event of a natural disaster(most likely hurricanes). This may require a back-up server for redundancy. 1.15 Reports The ITS system shall provide the ability to generate canned, customized, and ad hoc reports from the stored data.The system shall be able to create automatic reports on a daily,weekly and monthly basis. At a minimum,the reports shall include the following: • Late pullouts • Missed trips • Logon/log off reports • Schedule Adherence including early/late departures for each monitored stop with counts for each and percentages of on-time performance • Wi-Fi Bulk Data Transfer Management Reports • Schedule update reports • Vehicle software update reports • Data Off-load reports • APC Ridership Reports • Health Monitoring Reports should have the capability to drill into the data for granular information. The Proposer shall describe in detail the reports available with the system component, including sample reports. The reporting sub-system shall have a menu available to authorized users to manually generate canned reports. Page 8 of 22 Exhibit A—Scope of Services CA 0 1 1 D Request for Proposal (RFP) #21-7891 "Collier Area Transit CAD/AVL" Where appropriate,the system shall provide authorized users with a canned Report Wizard that will let the user select filtering data such as: • Driver ID(s) • Vehicle ID(s) • Time Data Ranges • Time of day ranges • Route(s) • Workpiece(s) • Combinations of the above These selections will be used to refine the data that each report will use. It is the goal of Collier Area Transit that these selection criteria are available so that it would be possible to look at specific subsets of data.NOTE: The canned reports must be approved by Collier Area Transit before final acceptance of the system including the output methodology(CSV,PDF, Microsoft Office,etc.). 1.16 Business Intelligence(BI)Tools and Incident Management The CAD/AVL system should include a comprehensive Incident Management tools and BI Tool to provide advance analytics. This solution is needed to provide analytical capabilities beyond traditional query and reporting. The Business Intelligence tool should utilize modern,sophisticated quantitative methods such as statistical and predictive modeling to generate new information, recognize patterns and used to predict outcomes. The BI tool should have the capabilities to integrate with Collier Area Transit's Farebox system, mobile ticketing platform with Masabi ITxPT standard and the CATConnect paratransit Scheduling software. • Business Intelligence Tools Data Visualization o The data visualization solution is expected to go beyond the standard charts and graphs used in Microsoft Excel. The tool enables data to display in sophisticated graphical formats with interactive capabilities that enable users to manipulate or drill into the underlying details. The tool should also allow self-service data preparation and data discovery capabilities without requiring significant involvement from technical resources such as an internal IT department to predefine data models upfront as a prerequisite to analysis. • Business Intelligence Tools Enterprise Reporting o Enterprise reporting is defined as large scale systems-of-record reporting systems including capabilities to create and distribute trusted, sanctioned and highly controlled production reports, ad-hoc queries and dashboards, based on pre-modelled data and predefined semantic layer. • Incident Management o Tool should provide the capabilities to easily track and manage incidents as they occur, capturing the necessary information such as location, bus, route, etc. from the CAD/AVL system. o The data shall be available to assist with Safety Management System (SMS). 1.17 Departure and Arrival Estimations The system shall contain an algorithm for predicting vehicle arrival/departure at selected stops of the Collier Area Transit service area within a 60-minute look ahead window.The exact period should be configurable by Collier Area Transit. For stops serviced by multiple routes,this estimation shall be performed for each route. Page 9 of 22 Exhibit A—Scope of Services 1 10 Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" The algorithm shall use daily schedule data, as well as real time location information for calculating these estimates. For each vehicle, departure/arrival estimations shall be made for all remaining timed stops in that vehicle's current trip that fall within the look ahead window. Proposer shall describe the departure/arrival estimation algorithm in detail. This description shall cover frequency of re-calculations and when these are posted to the database and to transit shelter displays. The departure/arrival time displayed should not jump back and forth with each update if the time estimate has changed by just a small amount. The amount of change required before updating the display shall be user programmable, in minutes. 1.18 IT Infrastructure Management It is the desire of Collier Area Transit to have the server(s) hosted in the "Cloud." Specifications for server, communications and security requirements should be detailed in the proposal. This will include but not be limited to required memory,storage,virtual servers,etc. Storage requirements must be based upon five(5)year retention. A full redundant system is also required for this solution. It will be hosted at an additional location. The redundant system must be updated so it can be live within thirty minutes of such failure. 1.19 Real Time Passenger Information (RTPI)Overview The Real Time Passenger Information(RTPI)System will interact with the ITS system and act as a centralized repository, which collects all information about production schedules and actual route performance. It then produces and disseminates information to external display devices or external systems including: • Web on mobile devices and desktop computers • Wayside passenger information displays • Information kiosks Additionally,the RTPI server information shall be available to the Collier Area Transit web site development and third-party developers. • Masabi integration Currently the RideCAT application is deep linked with planCAT application,Proposer shall provide a transition plan to utilize the Transit App as the main source of trip planning information to passengers,with the ability to purchase passes utilizing the Transit App. 1.20 Onboard Media/Infotainment The onboard media services should be part of the base CAD/AVL system or have the ability for an add on from a third party. Onboard Media infotainment system should have the capability of both pre-rendered and real- time content that's relevant, dynamic, and engaging and can be positioned at individual transit stops, at hubs and multi-modal centers, as well as on the vehicles themselves. It is important to have the ability to marry entertainment content, hyper-local advertising, RSS feeds, emergency messaging and real-time stop information on individual screens, delivering a better passenger experience through high-definition displays. Integrating passenger information with entertainment or other type of useful content such as news and weather and advertising is essential. A cloud-based Content Management System(CMS)and integration is important to allow Collier Area Transit the capability to manage content remotely and to monitor the status of the displays. A solution tightly integrated with Collier Area Transit's CAD/AVL system allows new schedule information and real-time data, including service interruptions and agency news, to be automatically presented on any infotainment display screens within the system. 1.21 Signs Page 10 of 22 Exhibit A—Scope of Services CA 0 1 10 Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" LED displays/kiosks at transfer centers will display the relevant route information. It is the responsibility of the Proposer for the removal of old sign equipment and the installation of new equipment at all specified locations.A workstation application shall be provided which is used to specify the layout of the display and to generate special messages to passengers, etc. The system shall make use of cellular mobile communication similar to the ITS communication between vehicle and control center or where available through the Collier County LAN using wired connections.The data provided includes: • Planned schedules,containing only relevant lines and directions • Real time prediction updates transmitted continuously • Audio files for announcements (or equivalent functionality) • Ad hoc service messages for delivery to passengers • Advertisement The system shall also be capable of supporting multiple types of real-time passenger information displays.The Proposer is to include both single and double-sided multi-line signs in addition to arrival/departure type displays. External signs must be designed to meet harsh environmental conditions including high wind, rain, sunlight,etc. Signs must be industry acceptable standards for corrosion,dust,moisture and temperature(-20 to 122 F). As several RTPI signs will be located in Collier Area Transit service area,solutions for wired/not wired and electrical power/solar powered solutions must be offered. All signs must meet ADA requirements for character height,contrast,etc.The Proposer should recommend an approach for using a push button to make audible announcements of sign content. 2. FIXED ROUTE FLEET The following is a list of the current buses that are the focus of this RFP. The list may be modified as vehicles are replaced, and an updated list will be provided at the time of system implementation. The Fixed Route vehicles are currently equipped with Angel Trax Vulcan V12, Flexplay, and REI Camera Systems, Trapeze Fare Logistics Fareboxes and Twin Vision or Luminator destination signs. The Fixed Route vehicles should be equipped with the standardized equipment, including AVL/GPS, MDT,APC, and AVA. Number of Manufacturer/Model Buses 11 Gillig 30' 12 Gillig 35' 4 Gillig 40' 1 Freightliner 30' /Legacy 2 Hometown Trollies/Villagers Total 30 3. FUNCTIONAL REQUIREMENTS The Proposer shall provide a Functional Matrix to indicate compliance with requirements. Proposer must indicate a Response Code for each requirement as outlined below. If the requirement is supported through Collier Area Transit paid enhancement, the cost of the enhancement must be included in the Proposer's Cost Proposal. Response Codes: 1 No Enhancement This functionality cannot or will not be provided. Page 11 of 22 Exhibit A—Scope of Services I 1 0 Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" 2 Enhancement This requires a specific enhancement for an additional cost. 3 Planned Base This function will be provided within the next twelve months by the Proposer and be available before go-live at no additional cost.No modification required. 4 Standard The function is provided in the base product of the proposed CIS Functionality solution. No modification is required. Proposer may use the"Comments"column to provide additional information or clarification in its Proposal. 4. IMPLEMENTATION The system installation for each solution will be as follow: 4.1 Fixed Route Solution The Proposer shall be responsible for the removal of old equipment and the installation of all replacement equipment. All old equipment removed must be provided to the County to comply with Agency disposal guidelines. Each proposal shall include a proposed project plan that consists of the following: • Detailed timeline for each task required for the installation and implementation of the project, in the form of a"typical"project timeline that benchmarks key events. • Defined roles and responsibilities for Local Personnel and Proposer Staff as they pertain to the implementation. A description of the function to be performed and the estimated time to perform the function should be identified. o Local Personnel: Includes Collier Area Transit staff, County Information Technology and/or Fleet/Mechanic staff. This should include all training. o Proposer Staff: Includes Staff performing the installation and training. Resumes for each must be provided. • The Proposer shall provide a training schedule which identifies the various levels of training needs, the hours per session and a program to train the Trainer. • The Proposer must coordinate with Collier Area Transit to ensure minimum or no disruptions to the transit operations during implementation. • The implementation schedule must identify the type of on-going support that will be provided and the length of time it will be provided. The type of network/system access that will be required to support system remotely must also be identified. • The plan shall provide examples of similar installations with a description of the length of time it took for implementation. Provide examples of both typical and difficult installations and explain why the installation was difficult and explain how your firm shall avoid implementation pitfalls. 4.2 Mobile Data Terminals(MDT) MDTs shall be replaceable as discrete units and identified by unique serial numbers. Each connector shall be keyed or otherwise configured so as to prevent inadvertent miss wiring during MDT replacement. Electrical power for MDT and all other on-board components shall be drawn from the vehicle's unconditioned nominal 12/24V DC power supply. All data inputs and outputs shall be designed to absorb "routine" intermittent low voltage, over-voltage and reverse polarity conditions, and to use inexpensive and easily replaceable components to open circuits in the event of"extraordinary" conditions (e.g., through the use of fuses,optical isolation). MDT and all other on-board components shall meet the requirements of this specification under all conditions encountered in transit vehicle operations and shall be: Page 12 of 22 Exhibit A—Scope of Services 110 Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" • Designed to operate in accordance with ambient temperatures from 0°C to+100°C. • Designed to operate in accordance with ambient humidity from 5%to 80%,non-condensing. • Designed to withstand the vibration and shock forces associated with transit vehicles. • Sealed against dust and water intrusion, certified in compliance with the NEMA 4 or IP65 standard (or better). • Shielded to avoid radiating electromagnetic interference so as to have nonnegative effect on the operation of any other equipment in Collier Area Transit vehicles or in the ambient environment Collier Area Transit vehicles encounter in normal operations.This shall include,but not be limited to, certified compliance with FCC Part 15 Class A rules (including all internal integrated components such as the GPS receiver and the radio modem). • Housed in enclosures which cannot be opened with standard hand tools. (Optional) • Securely mounted in the interior of the vehicle, so as to avoid blocking driver sight lines to front and side windows. The location of and mounting method for the MDT units shall be determined in collaboration with Collier Area Transit staff. • Allowing for the following features:single Log-in integration with the agency Fare Collection system, Pre-trip inspection (Optional), current time and route, map guidance and turn by turn, on time performance indicator, 2-way data communications between dispatchers and bus operators through canned messaging,troubleshooting and maintenance. • Option for manual passenger count. • Required to meet integration with the emergency/covert alarm. 4.2.1 Integration The MDT system ideally shall provide a single log-on for and be capable of exchanging data with the following systems and on-board equipment: • Vehicle head signs • In-vehicle video monitoring • Real-time passenger information • In-vehicle AVA • In-vehicle APC equipment • In-vehicle fare collection equipment • Masabi Ticketing System,ticket validator needs power and has a cat5 connection to cradle point modem. Masabi integration also needs to meet ITxPT standard. • Farebox integration with single point log-in. The supported Message Identifiers (MID) and Parameter Identifiers (PID), available for communications with future on-board devices using the J-1708/1587 interface implemented in the MDT,shall be fully documented(or equivalent information for a J-1939 interface) 4.3 Automatic Voice Annunciation(AVA) Proposer shall describe the planned system architecture for the Automatic Voice Annunciation/Signage system. This architecture shall represent a fully interoperating collection of distinct systems, subsystems and components linked over the J1708 data base. Describe the type of internal sign being proposed - LCD type, along with the sign's dimensions and programming characteristics. The Proposer shall create the initial sets of audio and visual messages in English, Spanish and Haitian Creole. Page 13 of 22 Exhibit A—Scope of Services 110 Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" Collier Area Transit shall have the right to approve scripts and to select a"voice"to be used system wide from among professional announcers. Local production, to reflect local pronunciation, is preferred. Data shall be created for one route, in both directions, and tested on the first Radio/IT System-equipped bus, in revenue service for,at least,five(5)days.Development of system-wide scripts shall not commence until after this test. • The AVA system shall be provided by the Proposer. • The AVA shall provide audible announcements to the interior and exterior of the vehicle and visual announcements to the interior of the vehicle. • The AVA shall include independent automatic volume control for both the interior and exterior announcements that monitors the ambient noise, and dynamically adjust the audio playback volume to an appropriate level. • The AVA shall be able to run from Text-To-Speech(TTS)engine,with multi-language support. • The AVA shall be able to manage, at a minimum, English, Spanish announcements, with Haitian Creole being a would like option. • The agency shall have the ability to make real-time AVA announcement updates from the dispatch module to be played on vehicles in revenue service. • The vehicle operator shall be able to manually select and play a public service announcement. • The AVA shall be updated in real-time when a schedule change/delay/detour occurs. • The AVA shall make the following audible and visual announcements to the interior of the vehicle: o Next stop o Stop Requested o Public service announcements at specific stops, specific locations that are not stops, periodically and randomly or any combination of these. o Ability to provide pre-recorded messages related to agency rules or general operational announcements. o Date and time(visual annunciation only) • The AVA shall make the following audible announcements to the exterior of the vehicle: o Route o Destination 4.4 Automated Passenger Counter(APC) Cameras or sensors shall be mounted to avoid any protrusions into the doorway passage,with sealed windows for the infrared beams. Cabling to the doorway sensors shall be shielded and routed to avoid sources of electromagnetic interference, such as fluorescent lighting ballasts. The cameras or doorway sensors and APC controller shall be mounted in locations that are not accessible to the driver or passengers. The alignment of the cameras or doorway sensors shall be calibrated after installation,to establish the alignment settings for each vehicle that achieve the most accurate performance (and the calibration settings for each vehicle shall be documented for future Collier Area Transit reference). Proposer shall identify the percentage of agencies that have successfully obtained Approval from FTA on APC Sampling. • The APC solution shall either re-use existing counters installed or provide new counters to be installed in the bus fleet. • The APC counters shall be connected with the Vehicle Logic Unit through J1708 or ethernet cabling Page 14 of 22 Exhibit A—Scope of Services e liD Request for Proposal (RFP) #21-7891 "Collier Area Transit CAD/AVL" • The APC software shall be a minimum of 97%accuracy. • APC data shall be communicated in rea-time to dispatch and provide a view of the current ridership in the agency's fleet. • The APC data collected shall be correlated by bus stop,run, block, and route. 5. SYSTEM TESTING AND ACCEPTANCE The system testing for each solution will be as follow: 5.1 Fixed Route Solution Collier Area Transit,working with the Proposer,shall develop acceptance procedures to ensure the equipment is installed properly and accepted. All software provided shall be tested to confirm that it is compliant with the current specifications.All software is to be free from defects in design,material,workmanship,and is capable of sustained performance in the operating environment and pass the tests described below or have Collier Area Transit declare that the objectives of the tests have been met by field operations. All the software provided under this contract shall be subject to the following tests to confirm that they are: • Free from operational defects,which affect performance. • Compliant with the specifications. • Delivered and accounted for all software media,documentation,training, and support items. • Ability to send reports to any of our network printers. • Shall be in test mode for at least 30 days before any sign off can be done. 5.2 Mobile Data Terminals(MDT) All vehicle location and status data transmitted to dispatch shall be maintained online or on removable backup media for a period of twelve months for future retrieval,display and printing.This historical information shall include all data transmitted from vehicles to dispatch(log-on/log-off data, emergency alarms, vehicle system alarms, location data, and data transmitted from other equipment on-board the vehicles); and all user log-ins and log-offs. Online data will reside in a fault-tolerant storage system that ensures data integrity in the event of a drive failure. In addition,the system must include a means of backing-up transaction data while the system is in operation. It should not be necessary to shut down the database to perform a successful backup. The stored data shall be time and date stamped and shall contain sufficient information to enable selective sorting and retrieval based on user-specified selection criteria. At a minimum, the following sorting and selection criteria shall be supported for accessing the historical data from both the short-term and long-term archive storage: • Location • Whether the driver has logged on to a fixed or Demand Response route run • Operator log-on/log-off • Operator ID • Vehicle ID • Route Number • Run Number • Dispatcher ID Page 15 of 22 Exhibit A—Scope of Services 11D Request for Proposal (RFP) #21-7891 "Collier Area Transit CAD/AVL" • Date and Time • Type of data(e.g., off-schedule) • Alarm messages and incident type(where needed) Historical data shall be read-only.That is,modification of this data shall not be permitted.Historical data shall be available in a format that is directly accessible by or importable into common data base management and analysis tools. Proposer shall clearly describe proposed backup methodology. The County desires to retain historical data for NTD and Triennial Review purposes for a minimum of five years. 5.3 Automatic Voice Annunciation(AVA) Collier Area Transit,working with the Proposer, shall develop acceptance procedures to ensure the equipment is installed properly and accepted.All software provided shall be tested to confirm that it is compliant with the current specifications. All software is to be free from defects in design,material,workmanship,and is capable of sustained performance in the operating environment. The Test Procedures shall define which specification performance requirements are to be demonstrated through each of the following stages of acceptance testing.7.4.3 The Test Procedures shall define for each performance requirement the test stage,test procedure and the test result that would constitute a successful demonstration of the performance requirement. 5.4 Automated Passenger Counter(APC) The Test Procedures shall be prepared by the Proposer and accepted by Collier Area Transit prior to the start of any acceptance testing. The Test Procedures shall define which specification performance requirements are to be demonstrated through each of the following stages of acceptance testing. The Test Procedures shall define for each performance requirement the test stage, test procedure and the test result that would constitute a successful demonstration of the performance requirement. Factory Acceptance Testing shall be completed prior to any installations of the APC subsystem. Factory Acceptance Testing shall use a complete bench test configuration for the APC subsystem that would be installed on a single vehicle,at a facility provided by the Proposer such as their factory. The bench test configuration shall include at minimum the following components: • Doorway sensors installed into two doorway passages with dimensions corresponding to the doorway passages in the actual Collier County vehicles are an alternative. • Integration of the cameras or doorway sensors with the APC controller and MDT(or directly with the MDT),to allow the boarding and alighting counts for test passages through each doorway to be reviewed. • Integration with simulated doorway closure sensors. Proof of Performance Testing shall be completed after APC subsystem installation for each vehicle. Proof of Performance Testing shall use the complete configuration for the APC subsystem installed on each single vehicle,at the vehicle installation facility provided to the Proposer by Collier Area Transit. The installed vehicle configuration shall include at minimum the following components: • 3D cameras or doorway sensors installed and calibrated in all doorway passages. • Integration of the doorway cameras or sensors with the installed APC controller and MDT (or directly with the MDT), to allow the boarding and alighting counts for test passages through each Page 16 of 22 Exhibit A—Scope of Services 110 Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" doorway to be reviewed. • Integration with the doorway closure sensors. • Subsystem Integration Testing shall be completed after the APC subsystem has been integrated with the on-board and central systems. • Subsystem Integration Testing shall use the APC subsystem installed on all equipped vehicles,with the central system at Collier County Transit. • The installed test configuration shall include at minimum the following components: • Integration of the 3D cameras or doorway sensors (and any APC controller)with the MDT on the vehicles. Integration of the depot WLAN with the central system capabilities for bulk data exchange with vehicles and for performing post-processing and reporting for APC data. 6. TRAFFIC SIGNAL PRIORITY(TSP) Collier Area Transit is in the process of adding Traffic Signal Priority(TSP)to all of its Fixed Route Buses and need integration into the CAD/AVL system. The Proposer will need to provide the interface components and integration so that the Traffic Signal Priority (TSP) is fully automated via the CAD/AVL, utilizing the bus schedule and real time vehicle location to determine when a traffic light should be extended,while taking into account other onboard systems,such as the odometer and door sensors to communicate with the bus's onboard computer. Through this interface the on-board equipment will be able to perform the following actions on the vehicle equipment: • Adjust priority level • Modify vehicle number and route number • Activate/Deactivate TSP priority mode • Send passenger count data and lateness thresholds (minutes late) to calculate and transmit the conditional priority level,which will be used by the phase selector to calculate a conditional priority for eligible vehicles Conditional priority shall be calculated according to the following primary method: • Minutes late to assure schedule adherence • The minutes late threshold shall be 0-60 minutes for up to 10 priority levels • The passenger count or load thresholds may be 0-60 passengers for each of 10 priority levels Traffic Signal Priority(TSP)is defined as"an operational strategy that facilitates the movement of in-service transit vehicles through traffic-signal controlled intersections." Traffic Signal Priority (TSP) attempts to assist an approaching transit vehicle through a signalized intersection by either extending the phase green time to allow the vehicle to pass through the intersection,or by truncating the red time(reducing conflicting green interval times)so that a transit vehicle obtains a green signal sooner. The amount of green extension or red truncation is determined by the applied Traffic Signal Priority(TSP)strategies. Collier County Traffic Operations (CCTO) currently operates the (Global Traffic Technologies (GTT) Opticom Emergency Vehicle Preemption(EVP)Infrared(IR)system,at most signalized intersections throughout the County of Naples. With the use of coded infrared(IR)transmitters mounted on Emergency vehicles,the Opticom Infrared (IR)platform communicates securely with the intersection Opticom Equipment and traffic signal controller using line-of-sight, to request a green light (temporary right of way). Collier County Traffic Operations (CCTO) additionally has the server based Central Management Software(CMS)which logs and can generate reports for the movement of all properly coded vehicles,requesting priority from intersection signal controllers.This database can Page 17 of 22 Exhibit A—Scope of Services 110 Request for Proposal (RFP) #21-7891 "Collier Area Transit CAD/AVL" be accessed remotely by licensed users. Global Position System(GPS)option apart of Opticom's priority control offerings,which can be run simultaneously on the current Collier County Traffic Operations (CCTO) Infrared (IR) Emergency Vehicle Preemption (EVP) System, is the solution which can give the Transit System the opportunity to meet conditional TSP requirements. Currently, Collier County has 193 intersections with Opticom's EVP system installed, 32 of them have GTT 754 phase selectors installed that need to be replaced with GTT 764 phase selectors in order to communicate with the CMS software and operate both IR and GPS priority control platform congruently. In order for the GPS system to work at the defined intersection, GPS/radio cabinet mounted antennas must be added to the intersections. The Proposer shall specify the cost and program difference for both the IR and GPS TSP system. The Proposer shall work with the Traffic Signal Priority(TSP)Proposer to connect the Traffic Signal Priority(TSP) to the vehicle equipment through a communications port and protocol, such as an Ethernet port, to allow the upload/download of logs, software and firmware updates, and configuration changes. A communications protocol shall be available to enable real-time communication between the vehicle control unit and the other on-board equipment, components, and/or devices via a J1708 interface. This interface may be used to initiate transit signal priority calls. 7. TRAINING AND DOCUMENTATION Training is an essential component of successful implementation.The Proposer shall be responsible to train Collier Area Transit designated personnel according to the requirements specified herein. Training shall be comprehensive and complete for all staff involved in the operation of the technologies. Training shall cover equipment and software familiarization systems operation. The minimum training is that which is necessary to bring those employees designated to the level of proficiency required for performing their respective duties. The Proposer shall provide experienced and qualified instructors to conduct all training sessions. The Provider is responsible for ensuring that the instructors teaching these courses are not only familiar with technical information but are able to utilize proper methods of instruction, training aids, audiovisuals and other materials to provide for effective training.Resumes for all training instructors shall be provided to the Collier Area Transit for approval prior to the training class. The Proposer is responsible for providing all training materials,training aids,audiovisual equipment and visual aids for the conduct of these courses. Instructional materials consisting of applicable equipment operation and maintenance manuals, and supplemental notebooks consisting of additional drawings, procedures, and descriptive information shall be provided. Student guides shall include full topic descriptions, illustrations as needed to enhance content presentation, and common problems with comprehensive solutions given. Student guides shall mirror the instructor guides. All training materials are to become the property of Collier Area Transit at the conclusion of training. Training curricula shall meet all training requirements and indicate trainee prerequisite knowledge, course content, training time requirements,and who should attend.Training curricula shall be provided to the Agency for review a minimum sixty days prior to commencement of equipment installation. Level of competency required to pass course examinations shall be determined by the Agency. At a minimum, training should be provided on the following systems: • Computer-Aided Dispatch/Supervisor and Managers Training • Data Analysis and Report Generation • System Administration Training • Maintenance Training 7.1 Computer Aided Dispatch Training Page 18 of 22 Exhibit A—Scope of Services 11D Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" The Proposer shall provide Computer Aided Dispatch training for each Dispatcher, Operations Managers and Road Supervisors. The Proposer shall work with Collier Area Transit Operations Manager to define a training program that will minimize impact to operations. 7.2 Onboard Systems Training The Proposer shall provide a"Train the Trainer" approach for onboard systems. The Proposer shall provide hands on training on the operation and appropriate use of onboard equipment. Training shall include operational scenarios that incorporate new features and functionality of the CAD/AVL system. 7.3 Desktop Web Application Training Provide training for various Collier Area Transit departments for AVL viewing and playback as well as incident entry. 7.4 Service Planning and Scheduling The Proposer shall provide training for experienced staff on the service planning and scheduling aspects of the systems. 7.5 System Administration Training Training shall be provided for experience staff on the configuration,administration and troubleshooting of the system. 7.6 IT Training Training shall be provided to fully familiarize IT personnel with all aspects of the system including the structure of the applications,tables utilized,network connections and settings,and other similar information. The trainer for this course shall be technical in background as this training will be highly technical"back end"information and not end-user type training. At the conclusion of training, personnel involved, shall have a thorough understanding of the following as applicable: • Applications' architectures • Data flows • Interfaces • Development tools • Development assumptions • Directory structures • Processing scripts • Data dictionaries • System flows • Data conversion methods • Recommended backup strategies • Application programs All programs shall be defined and described fully, showing all inputs/outputs, samples of reports, logic flows and major functions described. 7.7 Reporting Training Training for reporting capabilities of the system and on the mechanics of creating reports and/or developing ad Page 19 of 22 Exhibit A—Scope of Services iiD Request for Proposal (RFP) #21-7891 "Collier Area Transit CAD/AVL" hoc reports. 7.8 Maintenance Training First Line Maintenance training shall commence during the time when equipment is installed on the buses. The Proposer shall provide First Line (diagnostics, troubleshooting, configuration and remove and replace) maintenance training. The Proposer shall provide preventative maintenance training during first line maintenance training. The Proposer shall provide Second Line (subassembly or board-level troubleshooting, diagnostics, configuration,and replacement)maintenance training two months prior to the end of the warranty period. The Proposer shall provide manufacturer certified training for radio/electronics maintenance technicians on the following: • Integration and line replaceable unit level training on the Vehicles such that a radio/electronics technician can safely and efficiently: o Diagnose Failure o Isolate troubles in the integrated system to the CAD/AVL system components or the Radio system components o Determine and identify faulty equipment(subscriber units) o Repair,replace,remove as indicated the faulty device or devices o Provide schematics, block diagrams, test points, test equipment, specialized tools or other items as need to maintain the onboard equipment. The Proposer will provide training to radio/electronics maintenance technicians,Dispatchers, Supervisors and IT staff on the use of the CAD/AVL system to include: • Integration of radio dispatch functions into the CAD/AVL system • All screens, geo displays, messaging, and other functions in the CAD/AVL to facilitate text messaging. • All adjustments and configuration changes allowed to items,such as lists,volumes,priorities,alerts, messages and other features provided by the Proposer. • Operation of the system for day-to-day transit operations. • Operator level fault clearing and error notices. The Proposer will provide detailed hands-on training in repair and maintenance of the CAD/AVL back office implementation to include: • Line Replacement Unit remove and/or repair • Detailed System diagnostics • Operating Systems • File systems • Automated Tests • Theory of Operation • Systems and Subsystems fault isolation Training shall be provided for any new releases or significant updates or upgrades. Training shall be accomplished by persons well versed with the technology, not a local Proposer without experience in using the technologies. A local system administrator shall also be trained to be able to deal with a variety of day-to-day problems. Provide a detailed training plan including course descriptions as a part of this proposal.The plan shall be developed Page 20 of 22 Exhibit A—Scope of Services 11Q Request for Proposal (RFP)#21-7891 "Collier Area Transit CAD/AVL" to train staff at Collier Area Transit operation bases. Training shall be offered through multiple, identical sessions, to accommodate staff schedule and minimize disruption of normal operations. Describe whom the Proposer shall train and the length of each training session.Training shall not begin until Collier Area Transit approves the training plan.Complete training and user manuals shall be required for all trainees. All training specified in this section shall be conducted during regular business hours, evenings and weekends as needed. Documentation and System Handbook: The Proposer shall supply Collier Area Transit management with hard and electronic copies of user handbooks; one set of documentation per workstation and one additional set. In addition,Collier Area Transit requires maintenance documentation necessary to sustain the software in the future. Information included in documentation must include,but not be limited to: • Overview/description • Installation guides • Maintenance documentation • Troubleshooting guides • Diagnostic procedures • Inspection procedures • Warranty/support coverage- in detail The proposal should include samples of training and system materials that would further enhance appreciation of the training plan. 8. MAINTENANCE/WARRANTY AND QUALITY ASSURANCE The Proposer shall provide a detailed maintenance/warrant and support plan. The Proposer shall provide such a Warranty beginning at the time of final acceptance of the system and continuing for a period of five(5)years on all equipment.,with an extension at Collier Area Transit's option to a total of six(6) years. Collier Area Transit would like to be assured that the Proposer shall be in business for the useful life of the software and be able to supply the Collier Area Transit with periodic upgrades to ensure a high-quality product. The other aspect to warranty/maintenance is timely response to problems. If there is a system failure or other problems,Collier Area Transit needs to be assured that the Proposer shall respond immediately to correct problems so that the service disruptions are minimized. Winning Proposer will provide a comprehensive warranty on all hardware and software installed for the term of the contract. Said warranty will include guarantees for performance on system availability and response to reported issues. 9. WARRANTY AND MAINTENANCE ISSUES The Proposer shall have telephone support during normal business hours(7:00 am—5:00 pm Eastern Standard Time) that can solve any software and user-related problems. The Proposer shall also have available an after-hours emergency contact. The Proposer shall supply a copy of the Maintenance/Warranty agreement or plan that is proposed which details the Maintenance/Warranty coverage for software and coverage dates. A description of the initial Maintenance/Warranty and Maintenance/Warranty in subsequent years shall also be provided. The service level must include a response time schedule,which encompasses the items listed below but not limited Page 21 of 22 Exhibit A—Scope of Services CAO 11D Request for Proposal (RFP) #21-7891 "Collier Area Transit CAD/AVL" to: • Amount of time that the Proposer takes to initiate action • To correct a software problem that results in a system failure-Critical (1 hour) • Non-critical failure (no more than 24-hour response time) • Hardware failure response time? • Any spare hardware made available at the time of purchase Provide us with names and resumes of all staff capable of supporting the software. 10. SOFTWARE UPGRADES It is intended that these technologies shall be in use for at least ten years. As such, it is expected that upgrades shall be part of the Maintenance/Warranty. • The Proposer shall provide regular upgrades to the software no less than once per year. • Provide a schedule of upgrades from the past two years. • Any future upgrades should not degrade the existing software system. • Training for staff to be included with any changes, upgrades or updates made. The Proposer shall give Collier Area Transit a minimum of thirty days advance notice of a change/upgrade in the software with upgrade path. 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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 Urbanized Area Formula Program a. Federal Transit Laws, Title 49 U.S.C. 5307 b. 49 CFR 1.51 Bus and Bus Facilities Program c. 49 U.S.C. 5339 (Fixing America's Surface Transportation (FAST) Act), Public Law No. 114- 94. 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. FCP-1 Revised 4.2721 rk-;) 110 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) APPLICABLE FTA PROVISIONS APPLICABLE CONTRACT CLAUSE ASSURANCE ® 1. Access to Records and Reports ® 2. Accessibility (Americans with Disabilities Act) ❑ 3. Bonding (Construction Exceeding $250,000) ❑ 4. Bus Testing Certification and Report ® 5. Buy America Certifications>$150K/Small Purchase Waiver ® 6. Cargo Preference ❑ 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 DOL Wage Determination Included ® 13. Debarment and Suspension >$25,000 ❑ 14. Employee Protective Arrangements ® 15. Disadvantaged Business (DBEs) Complete(2)Forms(Anticipated Enterprises 9 DBE Form,Bidders List) ❑ 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 Z 21. Incorporation of Federal Transit Administration (FTA)Terms ® 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) ® 31. Safe Operation of Motor Vehicles ❑ 32. School Bus Operations ❑ 33. Seismic Safety ❑ 34. Special DOL EEO Clause for Construction Contracts>$10,000 ❑ 35. Special Notification Requirements for States (State Grants) ® 36. Termination Provisions>$10,000 ® 37. Privacy Act 38. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment ® 39. Domestic Preferences for Procurements FCP-2 Revised 4.27.21 110 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) ® 40. Federal Tax Liability and Recent Felony Convictions ® 41. Special Provision for Promoting COVID-19 Safety APPLICABLE CONTRACT PROVISIONS 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 FCP-3 Revised 4.27.21 CAO 1 ! EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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 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.treasurv.qov/fsreports/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 FCP-4 Revised 4.27.21 i10 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) COUNTY written by the same corporate surety that provides the Performance Bond and Labor and Material 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. Compliance with FTA's Buy America requirements shall be deemed to satisfy 2 CFR 200.322, "Domestic Preferences for Procurements. 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 FCP-5 Revised 4.27.21 11 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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; 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 VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal 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, FCP-6 Revised 4.27.21 .t'7 I I 0 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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 Barriers Act of 1968, 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. FCP-7 Revised 4.27.21 I10 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) Contract Work Hours and Safety Standards for Awards Not Involving Construction 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 FCP-8 Revised 4.27.21 Ito EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) regulations issued by the Secretary of Labor under the Copeland Act(29 CFR part 3)), the full amount of 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)(ii) 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. FCP-9 Revised 4.27.21 110 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(ii) (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 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 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 FCP-10 Revised 4.27.21 CA() 1t0 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 1(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. FCP-1 1 Revised 4.27.21 110. 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 performing work on the job site in excess of the ratio permitted under the registered program shall be paid FCP-1 2 Revised 4.27.21 110 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. FCP-13 Revised 4.27.21 t,�+ 110 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. Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award(see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 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. FCP-14 Revised 4.27.21 S lit, EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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; 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 FCP-15 Revised 4.27.21 110 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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. 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://fdotxwp02.dot.state.fl.us/EqualOpportu n ityOfficeBusinessDirectorv/CustomSearch.aspx Additional information on Collier Area Transit's DBE Program can be found at CAT's website http://www.colliemov.net/your-government/divisions-f-r/public-transit-neighborhood-enhancement/our- services-/coll ier-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 FCP-16 Revised 4.27 21 110 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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. 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, FCP-17 Revised 4.27.21 lip EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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. 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. Executive lobbying costs. Costs incurred in attempting to improperly influence either directly or indirectly, an employee or officer of the executive branch of the Federal Government to give consideration or to act regarding a Federal award or a regulatory matter are unallowable. Improper influence means any influence that induces or tends to induce a Federal employee or officer to give consideration or to act regarding a Federal award or regulatory matter on any basis other than the merits of the matter. 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 certification(s) submitted with its proposal/bid. The Contractor agrees to participate and cooperate in any pre-award and post-delivery audits performed pursuant to 49 C.F.R. part 663 and related FTA guidance. 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 FCP-18 Revised 4.27.21 lie EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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, 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 FCP-19 Revised 4.27.21 11D EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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 authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C.§5323(1)on the Contractor,to the extent the Federal Government deems appropriate. (iii) 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. FCP-20 Revised 4.27.21 110 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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. 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 FCP-21 Revised 4.2721 -a 1 1 D EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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. 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: 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. 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 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. FCP-22 Revised 4.27.21 110 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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. 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 FCP-23 Revised 4.27.21 1 I 0 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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 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. FCP-24 Revised 4.27.21 CAO 110 - EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 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: (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. 38. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT The Federal awarding agency prohibits the County to enter into a contract to procure or obtain equipment, services or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video FCP-25 Revised 4.27.21 110 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (i)(iii)Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (b) In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained. (c) See Public Law 115-232, section 889 for additional information. §200.471 Telecommunication Costs and Video Surveillance Costs a) Costs incurred for telecommunications and video surveillance services or equipment such as phones, internet, video surveillance, cloud servers are allowable except for the following circumstances: b) Obligating or expending covered telecommunications and video surveillance services or equipment or services as described in § 200.216 to: 1. Procure or obtain, extend or renew a contract to procure or obtain; 2. Enter into a contract(or extend or renew a contract)to procure; or 3. Obtain the equipment, services, or systems 39. DOMESTIC PREFERENCE FOR PROCUREMENTS(a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. (b) For purposes of this section: (1) "Produced in the United States" means, for iron and steel products,that all manufacturing processes,from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 40. FEDERAL TAX LIABILITY AND FELONY CONVICTIONS (Applies to all contracts and subcontracts.) (1) Transactions Prohibited. (i) Prior to any award, the County will obtain from the prospective Contractor a certification that the Contractor— (A) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (B)Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months. (ii) If the Contractor cannot so certify,the County agrees to refer the matter to the FTA and not to enter into any agreement with the Contractors without FTA's written approval. (2) The County agrees to require all Contractors to flow this requirement down to participants at all lower tiers, without regard to the value of any subagreement. FCP-26 Revised 4.27.21 1 ! 0 EXHIBIT 1.A FEDERAL CONTRACT PROVISIONS (FTA) 41. SPECIAL PROVISION FOR PROMOTING COVID-19 SAFETY Centers for Disease Control and Prevention Order on Requirements for Persons to Wear Masks While on Conveyances and at Transportation Hubs (a) Compliance with CDC Mask Order. The Centers for Disease Control and Prevention ("CDC") Order of January 29, 2021, titled Requirement for Persons to Wear Masks While on Conveyances and at Transportation Hubs ("CDC Mask Order"), is within the meaning of"Federal Requirement" as that term is defined. One of the objectives of the CDC Mask Order is"[maintaining a safe and operating transportation system.]" The COUNTY agrees that it will comply, and will require all Contractors and Subcontractors to comply, with the CDC Mask Order. FCP-27 Revised 4.27.21 ! ! D EXHIBIT 1.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. Buy America Certification 3. Certification Regarding Lobbying 4. Conflict of Interest 5. Anticipated DBE,M/WBE or VETERAN Participation Statement 6. Opportunity List for Commodities and Contractual Services and Professional Consultant Services 7. Acknowledgement of Grant Terms and Conditions GCA- 1 ! i0 EXHIBIT l.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 (l)(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. BAUDOUIN HUON Collier Area Transit CAD/AVL Name Project Name CEO 21-7891 Title Project Number Ina() Systrans USA Inc. 61-1779548 Firm Tax ID Number 115258235 DUNS Number 10530 LINDEN LAKE PLAZA SUITE 101 MANASSAS VA 20109 Street Addt t .Stdu;,Zip Signature _ _______._.., GCA-2 110 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Federal Transit Administration(FTA) Buy America Certification Steel,Iron or Manufactured Products A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification(below) 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.This requirement does not apply to lower tier subcontractors. Certification requirement for procurement of steel,iron,or manufactured products. (SELECT ONE ONLY) Certificate of Compliance with Buy America Requirements The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1)and the applicable regulations in 49 C.F.R.Part 661. Date:June 28,2021 Signature: Company : ENGIE Name : Baudouin Huon Title : Chief Executive Officer Company:Certificate of Non-Compliance with Buy America Requirements The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C.5323(j),but it may qualify for an exception to the requirement pursuant to 49 U.S.C. 5323(j)(2), as amended, and the applicable regulations in 49 C.F.R.661.7. Date: Signature : Company Name: Title : GCA-3 110 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, ENGIE, 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 seq.,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 certification and disclosure, if any. .(3j Signature of Contractor's Authorized Official Baudouin HUON Name of Authorized Official and Title June 28,2021 Date GCA-4 Ito EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification 21-07891 Collier County Solicitation No. I,Baudouin Huon,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. Name: Baudouin Huon Signature: . Position: Chief Executive Officer Date: June 28 2021 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. GCA-5 1i0 EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT «tatul wit be ven ed Uttawr1abtf.Mesas awl redtare tilt PO ME to tither ptovde a teatted Statement of ptztwte source menzamel thatva4datel a itartua A. PRIME VENDOR/CONTRACTOR INFORMATION PROM NAP.1E PRIAM PRO NUA.R25EP CONTRACT DOLLAR AMOUNT I�G{E 6I - l-4-4°)SLN T. 2.1q r 16 . Up ,SINE PRIME A LOi:OACtRT;fiEO D Sri'AhTAGfD, t: rl 5 nit Atinirre Of'Mi.CONTR#CT.. MtNORSTYOR WGMIri bAIhESSENTERPI!;SE% OSE ^ N COt4'RUt'30N? Y N OitnMetNYOt ORri4.1AMOLL MAN At,TAGKD K.,W$ESS::CERTtItiTtOtstRAiv Tit AI ALL eLifNES itML Y t CONSULT#TON4 Y N AOmtkoSTRAliCaN1 A SETtV 4 DISAMU0vITtRAE3% WZE? O'TNNRi Cr./ N SDLaA? Y N iS TN S 'SStO"i A AEv'ISION:'• Y N j if yES,AEV.;;ON RUhMRER„ B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL. BUSINIESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION oeo M/W$t SUISCONTRA(TOR OR SUPPLIER TYPE Of WORK OR ETTINKITY CODE SUB/SUPPLIER PERCENT Of CONTRACT NAME SPECIALTY Ibex' DOLLAR Ahaouter DOLLARS _ r Ekl P+�1:1St rtii3 LLCM. ' is-Fz flay? Iv M'A1 6`I 2.J.b9-0 .a... .1. "3 1, TOTAL!: C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUOMfTTER DATE TITLE OF SUFMTiTER a Leila_ r-n q o-LArct., f�Ujt�` it P-oat 13 c( h-tatz ciC + EMAIL AOORESS#IP PRIr,E ISLISANITE.4I "TELZPIEONI PELIPA SER___.........a.. _..-......� FAF44LIPASER V-COCef1CA',VL 6I ek e,CJh 5r1-1-93 _ 39'O NOTI.^tilt IMolrmOtion is zed t0 track and report annc.patad ONE of MBE paftkrtsation to iedetaI,qundatf LWntracts.The anttipated'05E of Mee amount Is votuP.tor,and nil not baoma part.5'the Contre(tuei termt. .s form molt be tarbm,tted aT tulle or rRtlh0nse to aalaitat.on 'f slat woof)awarded o Carnti contract,the porno ail:be asked to apdatt Its./ut'ormsl.Cer for the gent canspirsnta Vas DTP DIME NACII rx+apazst Orr aoCan n1 N:7t€aea,artr a . L.4xcef A1.Oo t4Y0',CaO .AA ,.. 4on•%.'n,oret«I.omanINIEZEIIIIIII D.SECTION TO BE COMPLETED BY COLLIER COUNTY OEPAR7MENT NO ME CCtL faC0 TG z.C7a It Afor PO,AECO- LPANiTPPOG«Lt,"CONTRACT ACCEPTED et: D.Tt GCA-6 11D EXHIBIT LB GRANT CERTIFICATIONS AND ASSURANCES pID OPPORTUNITY LIST FOR COMMODITIES AND CONTRACTUAL SERVICES AND PROFESSIONAL CONSULTANT SERVICES ,7 ^aADA:i'o!'tuo'ff Coun:y?tor a;seovon?p ea Dintwue:cn4m..•.orry'eeAaa,-s,asyr,*.-id rn:nrC:at:f Ftatro;.tequid'+ons(CFI)or S'l^r, oZo is 1'..m::st hC:e the DOcvur,•lry eJ 01 7C,CC'f n:Onu s•d ;tote rtft te4troi ^4 or root cu:0.10f Prime ConVactar.P`rme Corautam E tJ C-'t I e- address 4n4 Phan*tltrnber. ,OS 700 er-t Lake PlCL2c. ,5t.u.tE 1 U1 i ICI cider S UA ycn Q I P16:urernant Number,Ad.'er,,teem rt.y7.0t7 2-i-(] D I I Tate Itst belo'a d nlendat to be a Rime of fiats that are,ex rtcrngrrq to.paruupate ant*prgect raaxtserro Um) The Itst man int',We the`arm b sdn;or quoting as price,as r e:I as subs and supyiecs quCtint for pertinpatton Prime contrEttxs and son:s ants must provide infOr n elsut for/lumbers 1,2,3,and.t,aM,Should pr0•rrde any information they have for trurrbers 3,6,7,and C.Thr1 form must be submr"ted ivi h the Old passage 1.rodent'Tat.0'.umber Ei jI/37 95-1.1S 6.Ed DEf 4 Annual Gross tKe!pts :. Pam Hams �N�i t F f4on.0UE Lest than 5 1 md30rt 1 Phone number 5'7/ -3-qc1 -4=>S Between.1.5 tnitiiort 4 40cInns iO53 o L./Actin /-4L4 PI aer.,•en:3•som=ton -ta-i u 1 Ha/K/556J T. Sutconeractor between 5 10-1l m:4'ion VA- 2.71 o Subronsutant / More than 5 15 mriiOn PRt t-Nc 5 rear Pirm EttablHMd Ali Federa.Ta..:D Number 821(059/5rs 6_Q Dt3•C E Annual Gross fecepts. :. Pam Name CS<b,e rl 14\�/!' t10n•D8L lei thin;3 malion 5 Fhone Number I aFs3 275-C '7 Z Der+.een 5 1.5 rno ter A A1Welt 6etr.aen;5.10 mi4On c.,:�CAPS I-��SSt: ^---STSttt Laval Cx�e tart., 7.i....a Stracontratttr T_ast•nlen 15 10-15 mi1?ion 11 7-t; 1 i-t SlttC0nd'AWL MQrl than,r,15 mst on CAN ADA 5 eta,7hm ERa0410e0 1 Fedora 7t,?D number 'S 3)O 6 DEE 1 Atuttial Gras:Racrpts Prrm/lame ,It'k Pr45$IbnalS Ll_G uci-0t[ . Less than:lm4l.on 3 Phone Number 9541-65'- 6,416 —_betv.een i•3 rrhhion 4 4eSSfest 5,7q S•Unr'vc.S,1 _ Or, 6etv.een;SaoM rr41.r 1�rVr c PL. 3 35 m Z iC su arxt1re,rreen s 10•ss mtfian Su0cOn:utant Mors than 5 15 melbon 5. rear firm Established 1.F•dara Tat 10 Number 6.�— 0512 1.Annum Gross Ptcaipts ?. Firm flame ..._. Ncn-D6E LMs than 51 coition 3. Phone Number between 5 1•S ays'ron Address ... between 5 5•20 cordon T. suOcontrattor bet»eon;10-13 mit'iOf Subtansu\ant Mara than S 15 mPAon 5.tear Firm M S0110ted IiCA-/ li 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 (1) 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: ENGIE Date: June 28, 2021 Authorized Signature: Baudouin HUON, Chief Executive Officer Address: 10530 Linden Lake Plaza, Suite 101, Manassas,VA 20109 Solicitation/Contract#21-7891 GCA-8 ,CAO 110 ReynosoAna From: GonzalezGreily Sent: Friday, February 18, 2022 1:15 PM To: ReynosoAna Subject: RE: COI in Compliance?: 21-7891 " Collier Area Transit CAD/AVL" INEO Systrans, USA, Inc. d/b/a ENGIE Attachments: 21-7891 Insurance Requirements.pdf; 21-7891 Ineo Systrans USA, Inc. dba ENGIE_Insurance.pdf Hi Ana, The COI is in compliance.Thank you. Respectfully, Greily Gonzalez, ARM Risk Finance Manager Co f er Cou-nty Risk Management Division 3311 Tamaimi Trail E, Bldg D, Naples, FL 34112 Ph: 239.252.8914 Fax: 239.252.8048 ee Nt2,44 ihIhdcoV.wER cowry t ow SINCE v 444;011 dis* From: ReynosoAna <Ana.Reynoso@colliercountyfl.gov> Sent: Friday, February 18, 2022 1:02 PM To: GonzalezGreily<Greily.Gonzalez@colliercountyfl.gov> Subject: COI in Compliance?: 21-7891 " Collier Area Transit CAD/AVL" INEO Systrans, USA, Inc. d/b/a ENGIE Importance: High Dear Greily, Please review the COI provided by the vendor. We need you to confirm if it's in compliance as per our Insurance Request form. PS. Please review page #2—for Professional Liability coverage, however if this is not it, let me know and I will request the correct coverage. 1 _ I I 0 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 02/18/2022 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. NAME: PHOE FAX 2929 Allen Parkway,Suite 2500 INC.o.Ext): (NC,No): Houston,TX 77019 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN115354100--GAWU-21-22 INSURER A:ACE American Insurance Company 22667 INSURED INSURER B:ACE Property&Casualty Insurance Company 20699 INFO Systrans USA,Inc.d/b/a ENGIE 105030 Linden Lake Plaza,Suite 101 INSURER C: Manassas,VA 20109 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-003890382-01 REVISION NUMBER: 2 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 TYPE OF INSURANCE IADDL SUBR NSD WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY HDO G7247322A 07/01/2021 07/01/2022 EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR DAMAGE TORENTED 1,000 000 PREMISES(Ea{Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 POLICY X TNT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY ISA H25581350 07/01/2021 07/01/2022 COMBINED SINGLE LIMIT $ 5,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) B X UMBRELLA LIAB X OCCUR X00G27614814007 07/01/2021 07/01/2022 10,000,000 EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ A WORKERS COMPENSATION WLR C67803164(AOS) 07/01/2021 07/01/2022 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N SCF C67803206(W) 07I01I2021 07/01/2022 E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBEREXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:For any and all work performed on behalf of Collier County Collier County,and Collier County Board of County Commissioners are included as additional insured(except workers'compensation and professional liability)where required by written contract. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Trail E. ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE JJ2,7-44 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 110 AGENCY CUSTOMER ID: CN115354100 LOC#: Houston ACoRD® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA Inc. INEO Systrans USA,Inc.d/b/a ENGIE 105030 Linden Lake Plaza,Suite 101 POLICY NUMBER Manassas,VA 20109 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Contractors Professional Protective Indemnity Carrier:Berkley Assurance Company Policy#:PCAB-5012115-0721 Effective Date:07/01/2021-07/01/2022 SIR:$250,000 Limits:$1,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 110 NOTICE TO OTHERS ENDORSEMENT — SCHEDULE NOTICE BY INSURED'S REPRESENTATIVE Named Insured Endorsement Number ENGIE Holdings,Inc. Policy Symbol Policy Number Policy Period Effective Date of Endorsement ISA H25581350 07/01/2021 -07/01/2022 07/01/2021 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. If we cancel this Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor, as set out in this endorsement, to send written notice of cancellation, to the persons or organizations listed in the schedule that you or your representative create or maintain (the "Schedule") by allowing your representative to send such notice to such persons or organizations. This notice will be In addition to our notice to you or the first Named Insured, and any other party whom we are required to notify by statute and in accordance with the cancellation provisions of the Policy. B. The notice referenced in this endorsement as provided by your representative is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). The failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule will impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. C. We are not responsible for verifying any information in any Schedule, nor are we responsible for any incorrect information that you or your representative may use. D. We will only be responsible for sending such notice to your representative, and your representative will in turn send the notice to the persons or organizations listed in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. E. This endorsement does not apply in the event that you cancel the Policy. All other terms and conditions of this Policy remain unchanged. Authorized Representative ALL-32686(01/11) Page 1 of 1 iio NOTICE TO OTHERS ENDORSEMENT - SCHEDULE NOTICE BY INSURED'S REPRESENTATIVE Named Insured ENGIE Holdings,Inc. Endorsement Number Policy Symbol Policy Number Policy Period Effective Date of Endorsement HDO G7247322A 07/01/2021 -07/01/2022 07/0112021 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. If we cancel this Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor, as set out in this endorsement, to send written notice of cancellation, to the persons or organizations listed in the schedule that you or your representative create or maintain (the "Schedule") by allowing your representative to send such notice to such persons or organizations. This notice will be In addition to our notice to you or the first Named Insured, and any other party whom we are required to notify by statute and in accordance with the cancellation provisions of the Policy. B. The notice referenced in this endorsement as provided by your representative is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). The failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule will impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. C. We are not responsible for verifying any information in any Schedule, nor are we responsible for any incorrect information that you or your representative may use. D. We will only be responsible for sending such notice to your representative, and your representative will in turn send the notice to the persons or organizations listed in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. E. This endorsement does not apply in the event that you cancel the Policy. All other terms and conditions of this Policy remain unchanged. Authorized Representative ALL-32686(01/11) Page 1 of 1 11Q Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number ENGIE Holdings,Inc. Policy Number Symbol: WLR Number: C67803164 Policy Period Effective Date of Endorsement 07/01/2021 TO 07/01/2022 07/01/2021 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. NOTICE TO OTHERS ENDORSEMENT—SCHEDULE NOTICE BY INSURED'S REPRESENTATIVE A. If we cancel this Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out in this endorsement, to send written notice of cancellation, to the persons or organizations listed in the schedule that you or your representative create or maintain (the"Schedule") by allowing your representative to send such notice to such persons or organizations. This notice will be in addition to our notice to you or the first Named Insured, and any other party whom we are required to notify by statute and in accordance with the cancellation provisions of the Policy. B. The notice referenced in this endorsement as provided by your representative is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). The failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule will impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. C. We are not responsible for verifying any information in any Schedule, nor are we responsible for any incorrect information that you or your representative may use. D. We will only be responsible for sending such notice to your representative, and your representative will in turn send the notice to the persons or organizations listed in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. E. This endorsement does not apply in the event that you cancel the Policy. All other terms and conditions of this Policy remain unchanged. This endorsement is not applicable in the states of AZ, FL, ID, ME, NC, NJ, NM, TX and WI. Authorized Representative WC 99 03 69(01/11) Page 1