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Genfare_Awarding the Automatic Fare Collection System and On-Demand Response System for Jule Transit Fleet Copyrighted January 21, 2020 City of Dubuque Consent Items # 10. ITEM TITLE: Awarding the Automatic Fare Collection System and On- Demand Response System for the Jule Transit Fleet SUMMARY: City Manager recommending that the Jule Transit Automatic Fare Collection System be awarded to GenFare, and the On-Demand Response System be awarded to Ecolane. RESOLUTION Awarding the supply and installation of an Automatic Fare Collection System and On-Demand Response System for the Jule Transit Fleet Project SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Adopt Resolution(s) ATTACHMENTS: Description Type Automatic Fare Collection System and On Demand City Manager Memo Response System-MVM Memo Staff Memo Staff Memo Staff Memo 12/19 Staff Memo Resolution Resolutions RFP Supporting Documentation Dubuque THE CITY OF � uI�AaMca cih DuB E � � I � � I Maste iece on the Mississi i Zoo�•zoiz•zois YP pp zoi�*zoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Automatic Fare Collection System and On Demand Response System for the Jule Transit Fleet DATE: January 13, 2020 A Request for Proposals was released October 15, 2019, for the purchase of an Automatic Fare Collection System and On Demand Response System for the Jule Transit fleet. Proposals were accepted for one system from proposers that provide solutions dedicated to one or the other (i.e., Automatic Fair Collection Systems or On Demand Response Systems only). Following review of the proposals and presentations, Transportation Services Director Renee Tyler recommends that the Automatic Fare Collection System be awarded to GenFare for $481,193.00, and the On Demand Response System be awarded to Ecolane for $98,839.60. This partially funded with a $243, 985 federal grant. I concur with the recommendation and respectfully request Mayor and City Council approval. v Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Renee Tyler, Director of Transportation Services Dubuque THE CITY OF � All•America Ciiy NAl10NALC]VK:LFN'�LIE UB E ' I I ► 2007*2012*2013 Masterpiece on the Mississippi 2oi�*Zoi9 TO: Michael C. Van Milligen, City Manager FROM: Renee Tyler, Director of Transportation Services SUB.IECT: Automatic Fare Collection System (AFC) and Demand Response System for the Jule Transit Fleet DATE: December 27, 2019 INTRODUCTION To request the approval of the council for the purchase of an AFC and Demand Response system for the Jule Transit services fleet. BACKGROUND Transportation Services applied for and received funds from the Federal Transit Administration's 5339(b) Bus and Bus Facilities competitive grant program. The award was announced in September 2018, and the funds are now available to reimburse eligible purchases. The City was awarded a federal grant for $1,900,000 to use for the purchase of 4 buses and boarding equipment (i.e., an automatic fare collection and demand response system). An RFP for the purchase of an AFC and Demand Response system was released for the solicitation of bids for meeting the City's specification on October 15, 2019. This RFP was active from October 15 through November 26, 2019. DISCUSSION Bid documents and specifications for this project have been prepared by Transportation Services staff with the assistance of Information Services and Legal. This RFP sought solutions for both fixed route and demand response. Proposals were accepted for one system from proposers that provide solutions dedicated to one or the other (i.e., Automatic Fare Collection Systems only). Completion of this project will provide the Jule with the tools for better reporting, providing equitable resources for our riders for obtaining bus passes, one time rides as well as the extension of the types of fare media that is accepted by the Jule. A selection committee evaluated the bids and presentations. This committee was Tony Breitbach (Finance), Alicia Turnis (Information Services), Jacob Ironside (Transportation Services), Jason Harris-Davis (Transportation Services) and Renee Tyler (Transportation Seroices). BID RESULTS On November 27, 2019 the City received preliminary bids for the project from the following: FIXED ROUTE ON DEMAND REPONSE DATAMATICS DATAMATICS TripSpark ROUTEMATCH GenFare TripSpark (Novus) Ecolane Initial evaluation criteria required that the proposals were screened to ensure that each met the minimum requirements of the required format based upon the following: 1 . A high level of professional competence and a proven track record in providing labor, material and equipment to supply and install an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet a. Qualifications and experience of the proposer and any sub-vendors. b. Demonstration of the project team's professional expertise and technical abilities. c. If a joint venture with sub-vendors, the track records of the sub-vendor experience working together. d. Experience of the proposer working on municipal projects. e. Experience of the proposer working on municipal projects in lowa. 2. Design approach/methodology in completing scope of services such as: a. Grasp of project requirements and level of interest in the project. b. Creativity and problem-solving ability. c. Ability of the proposer's team to demonstrate initiative, motivation and knowledge as an indication of their desire to work with the City of Dubuque. 3. Proposed schedule required to complete project. 4. Quality and completeness of the written proposal. The proposal should clearly demonstrate understanding of the City's overall objectives for the purchase of an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet 2 After an evaluation of the submissions the following vendors were selected for the bidder short list presentations. FIXED ROUTE PROPOSAL AMOUNT TripSpark $504,419' Ge n Fare $481 ,193" "Includes hardware, software, additional costs for licensing, 3 years of warranties, maintenance and support provided by TripSpark. ""All-inclusive cost: software, 3-year warranty, licensing, training, support, Administrative Point of Sale and wireless probing for accessing money vault. ON DEMAND REPONSE PROPOSE AMOUNT Ecolane $98,839.60"' TripSpark (Novus) $138,986"" """All-inclusive cost: software, licensing, training, support, updates, upgrades, and warranties. """"Includes hardware, soflware, additional costs forlicensing, 3 years of warranties, maintenance and support forNovus provided by TripSpark. The selection committee used the following criteria proposers for the short-list evaluation. 1 . Qualifications and Technical Capability of the proposer The evaluation was based upon: o Results of customer references related to similar projects o Demonstrates understanding of the project and its requirements o Utilizes and promotes current technologies and practices o Minimizes risk by use of the most current, proven and available state- of-the-art technologies. 2. Experience Base of the proposer The evaluation was based upon: o Breadth and depth of project experience with and past performance on similar projects. o Overall installation and deployment experience. o Financial solvency and capacity. 3. Qualifications of Personnel Assigned to the Project The evaluation was based upon: o Project management team. 3 o Organization of the work and management plan. o Availability of key personnel. 4. Price The evaluation was based upon: o Comparative to similar proposals for each element in the Price Proposal Form. o Unit prices comparable to similar unit prices in the industry. 5. Other Considerations DBE participation is not mandatory, but the proposer will be required to make a good faith effort to utilize DBE sub-vendors. If a portion of the services is to be subcontracted to a DBE, the proposer must submit for each sub-vendor the information requested in 10.0. This good faith effort must be documented as part of the proposal. After a thorough review of the proposals, in-house presentations and reference checks the committee recommends awarding the AFC project to GenFare and On Demand Response to Ecolane. Both companies are US based. GenFare is located in Elk Grove Village, IL. Ecolane is located in Wayne, PA. BUDGETIMPACT The cost estimates for the project are as follows: Ecolane (On Demand) $98,839.60 GenFare (Fixed Route) $481 ,193 Estimated Total Project Cost $580,032.60 6001224-71318 (Grant 5339 bus/equipment replacement) $243,985.00 The grant requires 20°k match from the City. There are matching funds set aside in capital activity: 6001222-73411 (minibus equipment acquisition) $260,000.00 6001224-73411 (fixed route equipment acquisition) $512,092.00 In 2018 The Jule received a $1 .9 million federal grant for the purchase of new buses and boarding equipment (i.e., an automatic fare collection and demand response system). $1 ,584,236 has been encumbered for the purchase of the 4 buses. $243,985 remains in grant funds for the purchase of fare equipment. The Jule will use local funds to complete its 20°k obligation while paying the remaining balance for the fare equipment as noted above. RECOMMENDATION The contact for the AFC equipment is awarded to GenFare, a division of SPX Corporation in the amount of$481 ,193 and the On Demand contract is awarded to Ecolane in the amount of $98,839.60. 4 ACTION TO BE TAKEN City Council approval is requested for the purchase of both systems during the January 21 , 2020 council meeting. Attachments: AFC RFP Resolution Cc: Crenna Brumwell, City Attorney Jenny Larson, Finance Director Chris Kohlmann, Information Services, Manager Justin Harris-Davis, Transportation Operations Supervisor 5 Dubuque THE CITY OF � All•America Ciiy NAl10NALC]VK:LFN'�LIE UB E ' I I ► 2007*2012*2013 Masterpiece on the Mississippi 2oi�*Zoi9 TO: Michael C. Van Milligen, City Manager FROM: Renee Tyler, Director of Transportation Services SUB.IECT: Automatic Fare Collection System (AFC) and Demand Response System for the Jule Transit Fleet DATE: December 27, 2019 INTRODUCTION To request the approval of the council for the purchase of an AFC and Demand Response system for the Jule Transit services fleet. BACKGROUND Transportation Services applied for and received funds from the Federal Transit Administration's 5339(b) Bus and Bus Facilities competitive grant program. The award was announced in September 2018, and the funds are now available to reimburse eligible purchases. The City was awarded a federal grant for $1,900,000 to use for the purchase of 4 buses and boarding equipment (i.e., an automatic fare collection and demand response system). An RFP for the purchase of an AFC and Demand Response system was released for the solicitation of bids for meeting the City's specification on October 15, 2019. This RFP was active from October 15 through November 26, 2019. DISCUSSION Bid documents and specifications for this project have been prepared by Transportation Services staff with the assistance of Information Services and Legal. This RFP sought solutions for both fixed route and demand response. Proposals were accepted for one system from proposers that provide solutions dedicated to one or the other (i.e., Automatic Fare Collection Systems only). Completion of this project will provide the Jule with the tools for better reporting, providing equitable resources for our riders for obtaining bus passes, one time rides as well as the extension of the types of fare media that is accepted by the Jule. A selection committee evaluated the bids and presentations. This committee was Tony Breitbach (Finance), Alicia Turnis (Information Services), Jacob Ironside (Transportation Services), Jason Harris-Davis (Transportation Services) and Renee Tyler (Transportation Seroices). BID RESULTS On November 27, 2019 the City received preliminary bids for the project from the following: FIXED ROUTE ON DEMAND REPONSE DATAMATICS DATAMATICS TripSpark ROUTEMATCH GenFare TripSpark (Novus) Ecolane Initial evaluation criteria required that the proposals were screened to ensure that each met the minimum requirements of the required format based upon the following: 1 . A high level of professional competence and a proven track record in providing labor, material and equipment to supply and install an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet a. Qualifications and experience of the proposer and any sub-vendors. b. Demonstration of the project team's professional expertise and technical abilities. c. If a joint venture with sub-vendors, the track records of the sub-vendor experience working together. d. Experience of the proposer working on municipal projects. e. Experience of the proposer working on municipal projects in lowa. 2. Design approach/methodology in completing scope of services such as: a. Grasp of project requirements and level of interest in the project. b. Creativity and problem-solving ability. c. Ability of the proposer's team to demonstrate initiative, motivation and knowledge as an indication of their desire to work with the City of Dubuque. 3. Proposed schedule required to complete project. 4. Quality and completeness of the written proposal. The proposal should clearly demonstrate understanding of the City's overall objectives for the purchase of an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet 2 After an evaluation of the submissions the following vendors were selected for the bidder short list presentations. FIXED ROUTE PROPOSAL AMOUNT TripSpark $504,419' Ge n Fare $481 ,193" "Includes hardware, software, additional costs for licensing, 3 years of warranties, maintenance and support provided by TripSpark. ""All-inclusive cost: software, 3-year warranty, licensing, training, support, Administrative Point of Sale and wireless probing for accessing money vault. ON DEMAND REPONSE PROPOSE AMOUNT Ecolane $98,839.60"' TripSpark (Novus) $138,986"" """All-inclusive cost: software, licensing, training, support, updates, upgrades, and warranties. """"Includes hardware, soflware, additional costs forlicensing, 3 years of warranties, maintenance and support forNovus provided by TripSpark. The selection committee used the following criteria proposers for the short-list evaluation. 1 . Qualifications and Technical Capability of the proposer The evaluation was based upon: o Results of customer references related to similar projects o Demonstrates understanding of the project and its requirements o Utilizes and promotes current technologies and practices o Minimizes risk by use of the most current, proven and available state- of-the-art technologies. 2. Experience Base of the proposer The evaluation was based upon: o Breadth and depth of project experience with and past performance on similar projects. o Overall installation and deployment experience. o Financial solvency and capacity. 3. Qualifications of Personnel Assigned to the Project The evaluation was based upon: o Project management team. 3 o Organization of the work and management plan. o Availability of key personnel. 4. Price The evaluation was based upon: o Comparative to similar proposals for each element in the Price Proposal Form. o Unit prices comparable to similar unit prices in the industry. 5. Other Considerations DBE participation is not mandatory, but the proposer will be required to make a good faith effort to utilize DBE sub-vendors. If a portion of the services is to be subcontracted to a DBE, the proposer must submit for each sub-vendor the information requested in 10.0. This good faith effort must be documented as part of the proposal. After a thorough review of the proposals, in-house presentations and reference checks the committee recommends awarding the AFC project to GenFare and On Demand Response to Ecolane. Both companies are US based. GenFare is located in Elk Grove Village, IL. Ecolane is located in Wayne, PA. BUDGETIMPACT The cost estimates for the project are as follows: Ecolane (On Demand) $98,839.60 GenFare (Fixed Route) $481 ,193 Estimated Total Project Cost $580,032.60 6001224-71318 (Grant 5339 bus/equipment replacement) $243,985.00 The grant requires 20°k match from the City. There are matching funds set aside in capital activity: 6001222-73411 (minibus equipment acquisition) $260,000.00 6001224-73411 (fixed route equipment acquisition) $512,092.00 RECOMMENDATION The contact for the AFC equipment is awarded to GenFare, a division of SPX Corporation in the amount of$481 ,193 and the On Demand contract is awarded to Ecolane in the amount of $98,839.60. 4 ACTION TO BE TAKEN City Council approval is requested for the purchase of both systems during the January 21 , 2020 council meeting. Attachments: AFC RFP Resolution Cc: Crenna Brumwell, City Attorney Jenny Larson, Finance Director Chris Kohlmann, Information Services, Manager Justin Harris-Davis, Transportation Operations Supervisor 5 Prepared by Renee Tyler, Transportation Services 949 Kerper Blvd, Dubuque, IA 52001, 563-589-4196 Return to Kevin Firnstahl, City Clerk, 50 W. 13th St., Dubuque, IA 52001, 563-589-4100 RESOLUTION NO. 19-20 AWARDING THE SUPPLY AND INSTALLATION OF AN AUTOMATIC FARE COLLECTION SYSTEM AND DEMAND RESPONSE SYSTEM FOR THE JULE TRANSIT FLEET PROJECT Whereas, sealed proposals have been submitted by vendors for the Supply and Installation of an Automatic Fare Collection System and. Demand Response System for the Jule Transit Fleet (the Project) pursuant to Notice to Bidders published on the City of Dubuque website and with a nationwide circulation on the 15th day of October 2019; and Whereas, said sealed proposals were opened and read on the 27th day of November 2019 and it has been determined that Ecolane's proposed solution for on demand service in the amount of $98,839.60 and GenFare's proposed solution for fixed route service in the amount of $481,193 provide the best solutions for the Project. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA THAT: A Public Improvement Contract for the Project is hereby awarded to Ecolane and GenFare, a division of SPX Corporation and the City Manager is hereby directed to execute a Public Improvement Contract on behalf of the City of Dubuque for the Project. Passed, approved and adopted this 21st day of January 2020. Attest: Keviry.'Firnstahl, 6MC, City Clerk Ric W. Jo . Mayor Pro Tem TxE ci'rx oF ISSUE DATE: October 15, 2019 DT T� � CONTACT: Renee Tyler U PHONE: 563-589-4341 EMAIL: rtyler@cityofdubuque.org Masterpiece on the Mississippi SUBMIT PROPOSAL/OFFER PRIOR TO: SUBMIT TO: Dubuque City Clerk 50 W. 13�" Street CLOSING DATE: November 8, 2019 Dubuque, IA 52001 CLOSING TIME: Prior to 2:00 P.M. CST CONTRACT AWARD: November 26, 2019 DESCRIPTION: City of Dubuque Request for Proposals for the Supply and Installation of an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet **SUBMIT THIS COVER SHEET BACK WITH YOUR RESPONSE BELOW TO Dubuque City Clerk 50 W. 13th Street Dubuque, IA 52001 O RECEIPT of proposal Acknowledgement If you are considering a response to this RFP, please mark the box to the left, fill in the information below and return this sheet as a confirmation that you received this RFP. NO RESPONSE REPLY OIf you do not want to respond to this RFP at this time, please mark the box to the left, fill in the information below and return this sheet only. COMPANY NAME: DATE: MAILING ADDRESS: CITY/STATE: ZIP CODE: AUTHORIZED SIGNATURE: PRINTED NAME: TITLE OF AUTHORIZED REPRESENTATIVE: EMAIL: PHONE: Dubuque THE CITY OF � All-America City DUB E ,�i� �,� �,�o�; I I 2007�2012�2013 Masterpiece on the Mississippi 2017*2019 Request for Proposals for the Supply and Installation of an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet 2 Table of Contents 1 .0 NOTICE OF REQUEST FOR PROPOSALS (RFP)......................................................... 4 2.0 PROJECT OVERVIEW AND PURPOSE......................................................................... 6 3.0 INSTRUCTIONS TO VENDORS ................................................................................... 10 4.0 SCOPE OF WORK, SPECIFICATIONS ........................................................................ 12 5.0 AUTOMATED FARE COLLECTION SYSTEM SPECIFICATION (AFC) ....................... 19 6.0 DEMAND RESPONSE SYSTEM SPECIFICATION ...................................................... 34 7.0 RFP RULES AND PROTEST PROCEDURE ................................................................ 54 8.0 SPECIAL TERMS AND CONDITIONS.......................................................................... 56 9.0 SUPPLEMENTAL DOCUMENTATION ......................................................................... 66 10.0 CONTRACT PRICE PROPOSAL FORM....................................................................... 81 3 1 .0 NOTICE OF REQUEST FOR PROPOSALS (RFP) 1 .1 Notice of Request for Proposal Notice is hereby given that sealed proposals will be received before 2:00 P.M. CDT November 15, 2019 Office of the City Clerk located at 50 W 13th St, Dubuque, lowa 52001 for the Supply and Installation of an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet. 1 .2 RFP Timeline Name of the Proposal Request for Proposals for the Supply and Installation of an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet Date of Issuance Oct 15, 2019 RFP Pre-Proposal Meeting Oct 22, 2019 130pm Jule Operations and Training Center, 949 Kerper Blvd., Dubuque, IA, 52001 Final Date for Bidder Questions Oct 30, 2019 Response Date to Final Bidder November 1 , 2019 Questions Deadline for Proposal Submittal November 8, 2019 before 2:00 P.M. CST Proposals time stamped 2:00 P.M. or after are late Announcement of Bidder Short November 13, 2019 List Bidder's Presentation Week November 18-22"d, 2019 Recommendation for Award November 26, 2019 Submit Proposal to: Sealed Proposal: �� The City of Dubuque Submit in a sealed envelope. City Clerk Address exactiv as stated. 50 W 13th St City Clerk Office Hours 8 am to 5 Dubuque, lowa 52001 pm, Mon-Fri 4 Method of Submittal US Mail, Overnight Delivery, or In Person. Electronic and fax proposals are not acceptable. Submittal Copies Five (5) sets of the proposal shall be provided. Submit one (1) original signed proposal and four (4) copies. Contact Person, Title Renee Tyler, Transportation Services Director E-mail Address rtyler@cityofdubuque.org Phone/ Fax Numbers Phone: 563-589-4341 Fax Number: 563-690-6675 1 .3 The City is not responsible for delays occasioned by the U.S. Postal Service, the internal mail delivery system of the City, or any other means of delivery employed by the proposer. Similarly, the City is not responsible for, and will not open, any proposal after the time stated above. Proposals received after this specified date and time shall be considered late and shall not be considered for evaluation. Late proposals shall be returned to the sender unopened. Each proposal shall be in the form specified in this RFP, in a sealed envelope/box with outside markings stating the name and number of the RFP. 1 .4 Proposals will be publicly opened November 8, 2019 at 230 P.M. CST (our clock) in City Hall, 50 West 13�h Street, Dubuque, lowa 52001 . The main purpose of this opening is to read the name(s) of the proposer(s) and the submitted pricing, not to serve as a forum for determining the apparent low proposal(s). 1 .5 Proposals will be evaluated promptly after opening. After an award is made, a tabulation summary will be sent to all proposers. Proposal results will not be given over the telephone or prior to award. Proposals may be withdrawn any time prior to the scheduled closing time for receipt of proposals; no proposal may be modified or withdrawn for a period of sixty (60) calendar days thereafter. 1.6 All offers are hereby given notice that each proposal received shall become the exclusive property of the City of Dubuque and unless a proposer submits a prior written request to maintain all or part of a proposal confidential as a trade secret is first obtained, otherwise each offer shall be subject to disclosure pursuant to the Federal Freedom of Information Act and the lowa Public Records Act. The City of Dubuque shall not in any way be liable or responsible for the disclosure of any proposal or portions thereof absent such agreement. 1 .7 The City of Dubuque is an equal opportunity employer. Companies owned by women, minorities, people with disabilities and veterans are strongly encouraged to apply. 5 2.0 PROJECT OVERVIEW AND PURPOSE The Dubuque Transportation Department is soliciting competitive sealed proposals for replacement upgrade and installation of its current Automatic Fare Collection System and Demand Response System. This RFP is seeking solutions for both fixed route and demand response. Proposals should be submitted in separate format, one for each system. Proposals will be accepted for one system from proposers that provide solutions dedicated to one or the other (i.e., Automatic Fare Collection Systems only.) For the purpose of this proposal, proposers should assume that all existing hardware and supported software will be replaced. Anticipated timeframe to have the replacement complete is within 120 days of awarding the Contract. Proposers are encouraged to quote their models/brands that meet the requirements for an Automatic Fare Collection System and/or a Demand Response System; however, the Dubuque Transportation Department specifications must be met. Any non-specified material or feature should be noted on the proposal. This RFP provides the specifications and requirements for proposers to complete the proposal including the cost for dimensions, quantities of fixtures and devices, material costs, delivery costs, installation costs, recycle/disposal costs, projected rebate savings, maintenance savings, and projected payback and return-on-investment. 2.1 Solution Alternatives Solution alternatives for fixed route will be considered if the solutions meet or exceed the specifications outlined in this RFP and integrate with current and future bus configurations. 2.2 Proposal Format Proposals must be complete and in the required format to be considered. The following checklist is provided to aid the proposer in preparing a complete response. The proposals shall contain the information outlined below, be 8 1/2" x 11" in size. Sections and subsections shall have tabs keyed to the Table of Contents. Proposals need not be elaborate, nor should they contain unnecessary artwork; rather, they shall be typewritten and reproduced in as economical a manner as necessary to present the required information. 2.3 Information to Be Included in Proposal To simplify the review process and to obtain the maximum degree of comparability, the proposal shall include the following information and shall be organized in the order and manner specified below. While additional data may be presented, the following subjects must be included. They represent the criteria against which the proposal will be evaluated. Price Proposal Proposers are required to complete the "Proposed Pricing" form. Comments may be provided to explain or describe each line item. Additional line items may be added beneath the provided line itemsto provide more detail. All recurring costsare to be yearly, 6 unless clearly noted in the line item's comments. Identify any assumptions regarding work, services, or facilities to be provided by the Transportation Department. A sample pricing form is included to illustrate the desired format. The pricing form should include ALL items related to the project and specify the quantities required of each item and indicate any specific requirements the City has. Proposers presenting more than one pricing option or scenario table should clearly reflect what is to be priced. All items, including hardware, services, software and software licensing, spares, and any extended warranty, maintenance, 24x7 support, etc. should be outlined so a clear understanding of the scope pricing is provided. The City requires that the price proposal be provided separately in a sealed envelope and/or separate cover submitted at the end of the proposal. Letter of Transmittal Provide a letter of transmittal briefly outlining the proposer's understanding of the work, which specific sections of the Scope of Project are addressed in the submitted proposal and list the proposer's primary contact name, address, telephone number, fax number and e-mail address. Profile of Firm Briefly provide general information about the proposer, along with its area of expertise and experience as it relates to this RFP. Scope of Services This section should include a complete system overview/architecture describing the primary components and any subsystems to be deployed, their relationships to each other, and their relationships to existing systems. Describe the means or strategy by which the proposer would satisfy the requirements of this RFP. All responses to this Request for Proposals must include the following information describing the proposal: . Specification sheets for components of the proposal. . Provide details of the proposed warranty agreement detailing all included services, include a draft agreement or provide detailed contact information if services would be provided by anyone other than proposer. . Provide details of all product and service warranties. . Provide a project plan schedule showing the timeline to meet the installation deadline of May 29, 2020. . Provide a listing of similar projects completed and a contact reference for each. 7 Technical Compliance Matrix Proposers are required to complete the "System Specification" Section for Automatic Fare Collections (5.0) and Demand Response (6.0) by indicating for each requirement if the proposed system complies using the following table and providing detailed comments to explain or describe the proposed solution or alternative. Response Description Code C ("Comply") The proposer understands the requirement and the proposed solution complies with the requirement. NC ("Non-Comply") The proposed solution does not comply with the requirement. CM ("Comply with Modification") The proposed solution partially complies or does not comply with the requirement however the proposed solution provides an alternative to address the core business need. Provide comments to describe. "" ("Understood") This symbol will indicate where the text is assumed to be for information purposes only and a response from proposer is not required. Qualifications and References Include a description of the qualifications of the proposer's firm. Proposer shall identify at least three (3) references that can be contacted (provide contact name, title, phone number, and email address)to confirm the proposer's role and performance in the project, and performance of proposer personnel Warrantv. Licensinq, Support and Maintenance Each proposer must submit proposed terms and conditions governing hardware and software warranties, software licensing, support and maintenance to cover fare boxes, tablet hardware, swipe cards and all additional hardware. A minimum warranty of three (3) years beginning on the date of Contract completion is required with the option of annual renewal, after the initial 3-year period, of the original agreement for the life of the system as determined by the proposer and the Transportation Department. Each additional one-year term must be agreed to in writing by both parties. The Automated Fare Collection technical specification matrix includes specific warranty, maintenance and spare parts requirements forthis equipment and software. The required warranty is a minimum of three (3) years. Prolect Manaqement and Key Personnel Provide a full description of the services and processes that will be undertaken to complete the project in the most efficient, timely and comprehensive manner. Provide a a description of the proposer's project management methodology and best practices that will be employed during the project. The description of implementation services should outline in detail the approach towards the components listed below and include a sample Implementation Plan and Project Schedule. Include a description of how the proposer would staff the project. Provide a resume for team members that may be assigned to the project. Include their names, office locations, current job titles, and their specific work experience/responsibilities on similar projects. Traininq Provide a description of the training provided, the intended audience, format (e.g. classroom, on-line remote), equipment required, prerequisite knowledge, an outline, and duration of training, proficiency upon completion, timeline, and documentation. Documentation Provide documentation provided in support of the proposed system. Platform Submit solutions that integrate with a cloud-based platform 9 3.0 INSTRUCTIONS TO VENDORS 3.1 This Project is federally funded. 3.2 Bonds are required for this project. See 10.0 for bond requirements. 3.3 NOTICE: INSURANCE IS REQUIRED FOR THIS PROJECT WORK SHALL NOT BEGIN UNTIL THE CERTIFICATE OF INSURANCE AND ALL REQUIRED ENDORSEMENTS ARE RECEIVED AND APPROVED BY THE CITY. At all times during the term of the Work and the Contract, and any extensions thereof, the Contractor shall purchase, at its own expense, and maintain with insurance companies in good standing and acceptable to the City, such insurance will protect the Contractor from liability and claims for injuries and damages which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be liable, whether such operations are by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. For the protection of the Contractor and the City, but without restricting or waiving any obligations of the Contractor herein contained, the Contractor shall insure the risks associated with the Work and the Contract with minimum coverages and limits as set forth in 10.0, Insurance Schedule H. 3.4 Whenever used in this RFP the following terms shall have the meaning given as follows: City shall mean the City of Dubuque, lowa. Contractor shall mean the firm providing Work at the Department. Project Manager shall mean the Manager who is the designated coordinator and administrator for the Work under this project. 3.5 A company representative who is authorized to bind the proposer must sign on behalf of the company to indicate to the City that the representative has read, understands and will comply with the instructions and all terms and conditions stated in this Request for Proposal and all attachments. 3.6 Pre-Proposal Meeting Pre-proposal meeting will be scheduled to address any questions proposers have related to the RFP. 3.7 This Request for Proposal does not commit the City to make an award, nor will the City pay any costs incurred in the preparation and submission of proposals, or costs incurred in preparing necessary studies for the preparation of proposals. 3.8 Addenda Any matter in this proposal package that requires explanation or interpretation must be inquired into by the proposer in writing by email, addressing questions to rtyler@cityofdubuque.org. Any and all questions will be responded to in the form of written addenda to all proposers. All addenda shall become a part of the Contract 10 Documents and shall be acknowledged and dated. See 10.0. All Addenda will be posted on the City's website. It is the Submitter's responsibility to check for addenda at https://www.cityofdubuque.orq/bids.aspx 3.9 Exceptions to Documents The proposer shall clearly state in the submitted proposal any exceptions to, or deviations from, the minimum proposal requirements, and any exceptions to the terms and conditions of this RFP. Such exceptions or deviations will be considered in evaluating the proposals. Proposers are cautioned that exceptions taken to this RFP may cause their proposal to be rejected. 3.10 Silence of Specifications Commercially accepted practices shall apply to any detail not covered in the specification and to any omission of the specification. Any omission or question of interpretation of the specification that affects the performance or integrity of the work being offered shall be addressed in writing and submitted with the proposal. 3.11 Incomplete Information Failure to complete or provide any of the information requested in this Request for Proposal, including references, and/or additional information as indicated, may result in disqualification by reason of non-responsiveness. 3.12 In the event of conflict, the Special Terms and Conditions shall take precedence over other terms and conditions, included herein. Be advised that any conversations in reference to this RFP between proposers and any City employee, City official or City Project Manager during the entire competitive proposal process is strictly prohibited. Such actions will result in rejection of the proposal. The ONLY official position of the City is that position which is stated in writinq and issued by the Transportation Services Manager. No other means of communication, whether written or oral, shall be construed as a formal or official response statement. 11 4.0 SCOPE OF WORK, SPECIFICATIONS 4.1 Facility Buses and Dispatchers are located at: Jule Operations Transportation Center 949 Kerper Blvd Dubuque, lA 52001 One Dispatcher is located at: The Intermodal Center 950 Elm Street Dubuque, lA 52001 Hours of installation: 6am-9pm (M-F) The Jule Fleet currently operates 16 fixed route buses and 12 paratransit/on demand buses. Vendors are asked to quote one spare set up for AFC and one spare set for paratransit/on demand service. Paratransit/On Demand and Fixed Route installation schedules will be coordinated with the awarded vendor. 4.2. Vehicle Types Fixed Route units 35 ft. HD Gillig 15GGB2714B1179460 35 ft. HD Gillig 15GGB2716B1179461 35 ft. HD Gillig 15GGB2718B1179462 35 ft. HD Gillig 15GGB2718B1179463 Aero Elite Navistar 320 5WEASAAL3CJ554061 Aero Elite Navistar 320 5WEASAAL4CJ554067 Aero Elite Navistar 320 5WEASAAL3CJ554058 Aero Elite Navistar 320 5WEASAAL5CJ554062 Aero Elite Navistar 320 5WEASAAL5CJ554059 Aero Elite Navistar 320 5WEASAAL6CJ554068 Aero Elite Navistar 320 5WEASAAL1 CJ554057 Aero Elite Navistar 320 5WEASAAL7CJ554063 Aero Elite Navistar 320 5WEASAAL2CJ554066 Aero Elite Navistar 320 5WEASAAL1 CJ554060 12 Aero Elite Navistar 320 5WEASAAL9CJ554064 Aero Elite Navistar 320 5WEASAALOCJ554065 On Demand units 190" LD Glaval Titan II 1 GB6G5BL3B1143052 190" LD Glaval Titan II 1 GB6G5BL7B1143605 190" LD Glaval Titan II 1 GB6G5BL3B1143634 190" LD Glaval Titan II 1 GB6G5BL1 B1143289 190" LD Glaval Titan II 1 GB6G5BL0B1143817 190" LD Glaval Titan II 1 GB6G5BL6B1144650 190" LD Glaval Titan II 1 GB6G5BL6B1144132 190" LD Glaval Titan II 1 GB6G5BL3B1142953 190" LD Glaval Titan II 1 GB6G5BL3B1143794 190" LD Glaval Titan II 1 GB6G5BL4B1143366 190" LD Glaval Titan II 1 GB6G5BL8B1150644 Sprinter bus WDPPF4CC1A9440213 4.3. Equipment Equipment will be removed and replaced with new technology and software of successful proposer. If there is any existing equipment onboard the vehicles that is being replaced, it must be removed prior to the installation of the new technology. Specify make and model. a) Fixed Route is currently serviced by TripSpark Technologies https://www.tripspark.com/ Fareboxes are model SV: https://diamondmfq.com/fare-boxes Cabinet Width 6.5" Cabinet Depth 5.5" � Cabinet Height 22.5" 1 .; Cabinet Weight 14.5 Ibs Vault Width 6.39" Vault Depth 5.28" � Vault Height 11" Vault Weight 7.39 Ibs � MDC equipment is the Mentor Ruggedized Ranger 13 b) On Demand/Paratransit is serviced by Routematch https://www.routematch.com/demand/ with an integration of the Mentor Ruggedized Ranger provided by TripSpark Technologies. 4.3. Hosting Services and Computer Hardware If Contractor hosting of office software is desired, address recommendations for hosting services to meet the pertormance needs of The Jule (City of Dubuque Transportation Department and the City) and to ensure excellent uptime with minimum disruption to operations. The Jule is aware that some applications pertorm better when installed locally within its own server environment, however the setup and maintenance of this will require the availability of the City of Dubuque's IT resources to support this configuration. The City of Dubuque requests that all proposers describe their capabilities and limitations regarding their ability to host the applications onsite and remotely. The hosting facility should have the following minimum specifications: • Diverse and redundant fiber connections to the internet; • Should have minimum N+1 Redundancy (Network, power, mechanical/cooling, and internet connectivity); • Virtual Private Networking (VPN) and firewalls; • Minimum Tier 3 data center. Data will be retained for 7 years for reporting and archiving purposes. Maximum number of concurrent users that will be accessing the system at the same time will be 7. 4.4. Workstations Current workstations employed: Windows 10 64 BIT, Office 365 4.5 Data Networks (LANM/AN) Current configuration of area wide network between buildings is not fiber. The solution application and database servers will be cloud based. Current cellular carrier and preferred carrier is Verizon. Currently there are no existing access points available for downloading the fare box data automatically. The Transportation Department will accept a separate proposal for this cost independent of the proposal for equipment and service. 4.6 Best Practices Web Hosted Applications (Please submit responses in a separate envelope from bid.) Backups and Restore points: Please describe frequency and retention of backups. Is 14 restore a user or vendor task? Is a complete restore possible? Are off-site backups maintained? Network Monitorinq: Please describe the details of proposer's support team for monitoring, network intrusion and unusual network activity. SSL, Firewalls, and DDoS Prevention: Describe what intrusions the proposer's firewalls are likely to stop and what other measures the security team employs Antivirus and Malware Scanninq and/or Removal: Does the proposer's support team run scans on the files in our account, and can we see the reports? If our account becomes infected, does the support plan include help in identifying and removing the malware? Hiqh Availabilitv and Disaster Recoverv: Proposer must provide a 99.99°k uptime Guarantee. Access and User Permissions: Please describe physical hosting environment and support technician access. Please describe server administration environment as it relates to assigning access and file rights. Describe password policy for support staff and end-users. Server hostinq environment: Please describe server OS used for hosting and update and patch policies. 4.7 Schedule of Events Name of the Proposal Request for Proposals for the Supply and Installation of an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet Date of Issuance Oct 15, 2019 RFP Pre-bid Meeting Oct 22, 2019 Final Date for Bidder Questions Oct 30, 2019 15 Response Date to Final Bidder November 1 , 2019 Questions Deadline for Proposal Submittal November 8, 2019 before 2:00 P.M. CST Proposals time stamped 2:00 P.M. or after are late. Announcement of Bidder Short List November 13, 2019 Bidder's Presentation Week November 18-22"d, 2019 Recommendation for Award November 26, 2019 PRE-PROPOSAL MEETING In addition to the information contained in the Request for Proposal, Vendors are strongly encouraged to attend a pre-proposal meeting to be held on the date and at time indicated above at the Jule Operations and Training Center, 949 Kerper Blvd., Dubuque, IA, 52001 . The City is inviting all proposers to attend this meeting to ask specific questions and request clarifications on the Scope of Project of this Request for Proposals. All interested proposers are strongly encouraged to attend in order to familiarize themselves with the systems and all conditions that may affect the time or cost of performance. In 2020 The City will receive 4 new 30' Gilligs to service its fixed routes. The awarded proposer will include pricing for these units in its proposal. 4.8 Initial Evaluation Criteria Proposals will be screened to ensure that they meet the minimum requirements of the required format. A selection committee will review qualifying proposals and select proposer for placement on the proposer short-list for the project. The following criteria in order of their relative importance (most is first; least is last)will be used to initially evaluate submitted proposals. 1 . A high level of professional competence and a proven track record in providing labor, material and equipment to supply and install an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet a. Qualifications and experience of the proposer and any sub-vendors. b. Demonstration of the project team's professional expertise and technical abilities. c. If a joint venture with sub-vendors, the track records of the sub-vendor experience working together. d. Experience of the proposer working on municipal projects. e. Experience of the proposer working on municipal projects in lowa. 2. Design approach/methodology in completing scope of services such as: a. Grasp of project requirements and level of interest in the project. b. Creativity and problem-solving ability. 16 c. Ability of the proposer's team to demonstrate initiative, motivation and knowledge as an indication of their desire to work with the City of Dubuque. 3. Proposed schedule required to complete project. 4. Quality and completeness of the written proposal. The proposal should clearly demonstrate understanding of the City's overall objectives for the purchase of an Automatic Fare Collection System and Demand Response System for the Jule Transit Fleet Proposer Short-List Evaluation Criteria The selection committee will again review the qualifying proposals of only the short-listed proposers. The following criteria are among those that will be used to evaluate the proposers on the short-list. 1 . Qualifications and Technical Capability of the proposer (40 Percent) The evaluation will be based upon: o Results of customer references related to similar projects o Demonstrates understanding of the project and its requirements o Utilizes and promotes current technologies and practices o Minimizes risk by use of the most current, proven and available state-of- the-art technologies. 2. Experience Base of the proposer (20 Percent) The evaluation will be based upon: o Breadth and depth of project experience with and past performance on similar projects. o Overall installation and deployment experience. o Financial solvency and capacity. 3. Qualifications of Personnel Assigned to the Project (20 Percent) The evaluation will be based upon: o Project management team. o Organization of the work and management plan. o Availability of key personnel. 4. Price (20 Percent) The evaluation will be based upon: o Comparative to similar proposals for each element in the Price Proposal Form. o Unit prices comparable to similar unit prices in the industry. 5. Other Considerations DBE participation is not mandatory, but the proposer will be required to make a good faith effort to utilize DBE sub-vendors. If a portion of the services is to be subcontracted to a DBE, the proposer must submit for each sub-vendor the information requested in 10.0. This good faith effort must be documented as part of the proposal. 17 Following completion of the interview process (should it be necessary), the Selection Committee will review the evaluation of the written proposal relative to the input received during the interview process and prepare a final ranking of the short-listed proposers. Selected Proposer Upon the successful completion of the proposer review process, the RFP Selection Committee will recommend to the City Manager the negotiation of a contract with the highest ranked proposer based on a "best value" basis. Upon the successful completion of contract negotiations, the Selection Committee shall recommend that the City Manager submit the Contract to the City Council to make a final determination to award and execute the Contract with the successful submitter. Pavment for Work The proposer awarded the Contract shall have payment processed upon completion of service installation for the entire fleet. If one proposer can supply approved solutions for both AFC and On Demand service, payment will be made upon complete and successful installation of each solution. 18 5.0 AUTOMATED FARE COLLECTION SYSTEM SPECIFICATION (AFC) BACKGROUND The City of Dubuque fare sales are currently limited to exact on-board fare, which provides customers with a single ride or a daily pass, or pre-paid monthly passes purchased at the Intermodal Center, the City's Treasury Office, the University of Dubuque, Loras College and Clarke University in Dubuque, IA. The current sales structure does not provide customers or management with necessary use and sales flexibility. Several of the existing fare boxes and associated fare system components are currently several years old and lack many modern features that would be beneficial to the City's Jule bus operations. Additionally, as the components continue to age, maintenance demands and associated costs are increasing. As a result, Dubuque's Jule bus operations is pursuing modernization to its fare collection system processes to incorporate the newest technologies and position the Agency AFC platform for future technology enhancements as they come available. GENERAL INFORMATION Functionalitv and Intent of Scope a) It is the function and intent of this Scope of Work to describe the minimum technical requirements for an Automatic Fare Collection System to be used by the City of Dubuque Jule Bus Fixed Route operations. b) All items not specifically mentioned which are required for a complete unit shall be included in the proposed unit price. Proposers must include pricing for all components of the system. c) Any equipment to be furnished must be new and in current production. All products shall conform in design, strength, quality of material and workmanship to current industry standards. Installation and Maintenance The City of Dubuque Jule Bus Fixed Route operations expect the successful Contractor to remove the existing fare collection system now in use on all buses. All costs associated with this task are to be included in the proposal submitted. The existing fare collection equipment will be retained by the City of Dubuque Jule Bus Fixed Route operations after its removal from the vehicles. Storage of the existing fare collection equipment is the responsibility of the City of Dubuque Jule Bus Fixed Route operations. During the installation of the new Automatic Fare Collection system, the existing fare collection system must remain functional. Purpose of the Procurement The City of Dubuque Jule Bus Fixed Route operations is seeking to procure an Automatic Fare Collection (AFC) system for its public transportation system. The City of Dubuque Jule Bus Fixed Route operations is now accepting proposals for consideration 19 and selection of a Contractor to furnish, install, test, and deliver into service the AFC system described in this bid. The City of Dubuque Jule Bus Fixed Route is looking for a fully integrated single supplier solution for all aspects of this procurement. The objectives of the AFC system are to provide a state-of-the-art, open access, user- friendly, fare collection system that can accept currency, convenience passes, transfer tickets, and smart cards. The AFC system shall maximize: a) Ease of use for riders. b) Ease of operation for drivers. c) Ease of maintenance for support staff. d) Reliability of system performance. e) Accuracy and Security of information. � Cost effectiveness of operations. g) Extended Service life of the system. The AFC shall address all phases of fare collection, validation, and processing. This includes, but is not limited to: h) Cash and other fare media acceptance. i) Recording each transaction associated with the time and location of the fare accepted. j) Accurate compilation of transactional records to permit a complete audit of revenues collected and analysis of passenger boarding statistics. k) Easy maintenance of all hardware and software components of the AFC. Preference will be given to HW designs which allows wireless updates to component parts firmware. Proposers are encouraged to submit proposals based on a fare box configuration which support the validation and collection of cash, multiple types of smart card technology, validation of a mobile ticket solution, the use of low cost paper media, and the use of barcoded and/or QR coded media without the need for adding additional fare box HW/SW. Preference will be given to solutions which can read and accept 3rd party (non-agency) bar-coded or QR coded media. E.g. employee badges, school badges where the 3rd party allows access to definition of data format encoding Details of Existinq Fare Collection Equipment The City of Dubuque Jule Bus Fixed Route fleet consists of 16 vehicles that require new fare box systems. The City of Dubuque Jule Bus Fixed Route currently uses fare boxes and has a vaulting-system for revenue collection. 20 The City of Dubuque Jule Bus Fixed Route currently does not have a wireless system that the new AFC could use, however the agency is in the process of upgrading. Characteristics of New Automatic Fare Collection Svstem The services sought at this time are for an Automatic Fare Collection (AFC) system which will conform to the procedures for processing fare transactions and collecting data. In addition, all proposed products and support or maintenance services must conform to all applicable state and federal statutes and regulations. The selected Contractor will: 1) Furnish an AFC system which uses a tool-less removal and replacement design for all major component parts, for efficient use of maintenance labor time and eliminating the need to take a vehicle out of service when quickly swapping out a malfunctioning part. 2) Furnish an AFC system, where the fare box monitors the health of the system component parts and the operator has the ability to "rebooY' components as an initial "repair" to "fix" the problem. 3) Furnish an AFC System where changes to the fare policies in the back office system utilizes an intuitive "drag and drop" feature to modify the soft touch buttons on the operator control screen on the fare box. 4) Furnish an AFC System, where optional future expansion to include mobile ticketing validation integration is included in the HW/SW design. The recording and reporting of Mobile ticket usage on board the Fare box will be reported in the back office system. 5) Furnish an AFC system on all fixed route buses for collection of fares, validation of fare tickets, recording payment information, and collecting other pertinent passenger data. 6) Furnish an AFC system that includes any appropriate and necessary central back office system consisting of servers and software. 7) Provide complete training, maintenance, spares, test-bench equipment, and customer support for the AFC system. 8) Provide a system that produces user-defined periodic reports and financial reports related to operations. 9) Provide an AFC system that is integrated with ticket vending machines for issuance of electronic and stored-value fare media such as limited use media and multi-use smart cards, mobile ticketing. Describe your AFC solution proposal thoroughly. 10) The solution must have the capability to integrate with other onboard fare system equipment with the computer aided dispatch/automatic vehicle location single point sign in, GPS location data by stop, route, bus number, time, route name, run number, etc. 11) Provide a MINIMUM three (3) yearwarranty. 21 Ridership The new Automatic Fare Collection system must be capable of collecting the following rider and fare information through an approved reporting system. • Number of riders boarding transit vehicles on each route and bus stop. • Location where the fare was collected. • Payment method used (e.g. cash, pass, single use or multi-use media, smart card, mobile ticketing). • Fare type/category of collected fares (e.g., adult, student, senior, disabled, etc.). • Time, Date and Transaction type. • Record ancillary passenger services being provided such as bicycle, stroller, wheelchair, etc. Fare Tvpes The AFC system must support fare payment by the following methods: • Period passes (daily, multiple day and monthly) • Low Cost - single use smart card tickets, mobile tickets, paper tickets. • Smart Card — multi-use tickets • Transfers (issued & validated by fare box) • Day Passes (issued & validated by fare box) A determination will be made at time of award as to which fare media will be activated. . The AFC system must support the creation by the City of Dubuque Jule Bus Fixed Route of multiple fare types (i.e. adult, senior, etc.) . The AFC system shall be able to recognize U.S. currency and differentiate between $1 , $2, $5, $10, and $20-dollar bills. All other foreign currency and/or foreign objects shall be rejected by the fare box. The system shall have the ability to recognize half dollar bills. . The AFC system shall be able to recognize U.S. coins and differentiate between $0.05, $0.10, $0.25 and $1 coins. All other foreign currency and/or foreign objects shall be rejected by the fare box. . The AFC system must support the creation by the City of Dubuque Jule Bus Fixed Route of multiple fare types (i.e. adult, senior, punch card, veteran, monthly, daily, half fare, full fare, etc.) Procurement Quantities The approximate quantities for this procurement would be one for each vehicle in the fleet. Actual quantities negotiated will depend on availability of funding. The Contractor 22 shall provide sufficient spare fare boxes, modules, and parts to operate the AFC system at not less than 98°k availability at any time during the first two (2) years of operation. Option Quantities The Jule Bus Fixed Route operation may elect to exercise the option for additional fare boxes up to four (4) years from the date of award of the Contract to the successful Contractor for the initial fare collection equipment. Submitted proposals shall include separate pricing, per unit, for the optional additional fare collection equipment. This option applies to all proposed faring equipment and/or component parts. Delivery of the equipment purchased under this option shall be completed within a number of days determined by negotiation during the 4-year period following initial time of contract award. All items delivered under this option shall be identical in every way to those purchased by the initial Contract award. All conditions, technical specifications and requirements defined in the Contract Documents shall apply to the equipment provided under the option, as though purchased by the initial award of the Contract. The Jule Bus Fixed Route operation may assign any/all of the non-exercised units to other publicly funded transit agencies, city transit systems or other governmental agencies. Other political subdivisions authorized to purchase with public funds may be allowed to purchase via the City of Dubuque Jule Bus Fixed Route operation bid (piggyback) with written consent from the City of Dubuque and Contractor. Contractor agrees to sell fare boxes, including optional equipment, at the same price, terms and conditions within the term of Contract. Automatic Fare Collection Svstem Requirements The Jule Bus Fixed Route operation seeks a new AFC system that is based on open system architecture, modular, and flexible (i.e., configured to service the needs of the Jule Bus Fixed Route) to adapt to and accept any commonly used fare media, such as paper-based or limited-use ticket, or smart card, over the service life of the system. The AFC system shall be capable of ineeting all current the Jule Bus Fixed Route operational requirements -- number of bills handled, transactions, etc. -- as well as scaling to meet all future operational requirements over the expected service life of the system. The AFC system must have a useful service life of not less than 15 years, so long as the Agency has kept current with a preventative maintenance plan and software upgrades. Ease of Use A guiding principle for the AFC system is ease of use and access for drivers, riders, maintenance, and administrative support personnel. The design of all displays, buttons, touchscreens, and other human-computer interface elements will play an important role in selecting the best system for the City of Dubuque Jule Bus Fixed Route operations. 23 One of the most immediate needs identified by the City of Dubuque Jule Bus Fixed Route operation is that of easy-to-use and consistent reliability of the transfer system. In the case of paper transfers, replacement stock should be straight forward. • It is also desirable that the transfer system reduce hand contact between drivers and the public. • Transfer status (indication of a valid or invalid transfer) should be provided by simple and unambiguous communications from the AFC system to both driver and rider. • It is preferable to implement a transfer system that reads, validates, and returns the transfer to the rider with accurate and visually verifiable transfer status/validity clearly printed in a tamper-proof manner. • Transfers utilizing machine-readable code — whether barcode, smart card, or otherwise — must also provide human readable verification of the validity of transfers in order to allow both rider and driver to visually verify transfer status and override any errant or malfunctioning AFC component. Cash Acceptance AFC cash vaults shall hold a minimum of 750 coins and 500 bills. The bill validator shall validate and accept U.S. $1 , $5, $10 or $20 bills currently in circulation into a secure cashbox within the fare box. The coin validator shall validate and accept U.S. ($0.01 , $0.05, $0.10, $0.25 and $1 .00) coins currently in circulation into a secure cashbox within the fare box. The cash and currency handling mechanisms shall be capable of accepting and accurately counting "street quality" coins and bills. The fare box shall be resistant to jams or malfunctions created by coins, bills, or foreign objects. The fare box shall be capable of accepting bills of "street quality" inserted flat and unfolded. The validating fare box shall accept, correctly identify and total valid U.S. bills while rejecting and returning to the passenger torn, mutilated, wet, partial, and counterteit or foreign bills. Smart Cards Proposers shall describe, in detail, the contactless and limited-use smart card processing capabilities of the proposed AFC system. Contactless and limited-use smart card reader shall be incorporated within the fare box. Driver Override Drivers will retain final decision-making authority over what constitutes an authorized fare or transfer. Thermal printed or equivalent human-readable transfers are required to support this operational policy. The fare box shall be capable of allowing the operator to bypass bill validation and shall permit acceptance of a worn or mutilated bill that cannot be electronically validated by the fare box that the operator, upon visual inspection, determines to be valid. The fare box shall log the number of driver-overrides for later reporting, analysis, and oversight. 24 Driver Work Environment The new AFC should reduce the driver's existing workload responsibilities and become a labor-saving resource, not a technology that imposes additional demands upon already scarce attention, as drivers are already responsible for interfacing with the public, safely navigating the roadways, and managing the fare collection system. Therefore, the AFC design must have the capability of sharing a single Operator Control Unit between both the fare box and the CAD/AVL system on board the vehicle. The driver's compartment has become more constrained in recent years, as the requirements for managing fare collection and carrying diverse rider populations have increased. The new AFC equipment must use the available space efficiently; provide ergonomically supportive displays and interfaces. Therefore, the AFC design must have the capability of sharing a single operator control unit between both the fare box and the CAD/AVL system on board the vehicle. The operator control unit (OCU) must be easy and intuitive to use. The proposed system must have an OCU which utilizes a color capacitive touch screen for operator interaction with the fare box solution. The passenger display unit (PDU) must be well-lit, glare-free, and fare collection interface(s) must be easy to understand and use by the ridership. Messages must be able to support English and Spanish. The AFC system shall provide visual and audio features to serve the abilities and needs of all the City of Dubuque Jule Bus Fixed Route riders. The fare box shall be capable of sounding audible alerts of differing tones or automated voice to indicate: • Acceptance of Fare • Rejection of Fare • Successful Logon/Logoff Central Back Office The back office system shall meet the following requirements: . The back office system must support data reporting, auditing, and server capacity planning. The back office system shall employ data reporting capabilities that allow the City of Dubuque Jule Bus Fixed Route to access, filter and create reports from data received from the new AFC equipment. Base system reports shall include: 1 . Ridership and Sales/Financial Reports . Product name and other pertinent data of smart cards, transfers and passes . Ridership categories processed by each fare box . Partial payments accepted by vehicle operator . Transfer/Day Pass sales performed on the vehicle using the fare box 2. Employee Performance and Equipment/System Reliability Reports 25 . Login report by fare box number and date/time . Peripheral usage (i.e. bills accepted/rejected) . Jam information (i.e. bill jams) 3. Auditing Information . Detailed usage of override features (i.e. short fare, accept next bill, etc.) . Number and denomination of coins accepted by each Fare box . Number and denomination of bills accepted by each fare box . Vault contents with associated fare box / cashbox data 4. Ridership Analysis . Transfer usage across the fleet . Day pass usage across the fleet . Pass usage across the fleet (i.e. ride-based, date-based) Cash Handlinq Securitv and Auditinq 1 . The fare receiving and processing unit shall conduct cash vault receiving. Cash vault receivers shall securely empty cash vaults removed from buses and deposit the cash in the Jule Bus vault. In addition to recording cash amounts, the receiver device shall record cash vault identification as well as date/time cash vault was emptied. The AFC shall be designed such that each receiver shall be able to process one cash vault every two minutes. 2. Secure Cash handling by the AFC System is of paramount importance to the agency. Strong preference will be given to solutions which include extra HW/SW security design features e.g. A double keyed interlocking double door entry to gain access to the cashbox on board from the storage of cash on board the fare box (e.g. Tracking the cashbox while outside of the fare box and throughout the entire vaulting cycle.) 3. The Jule Bus Fixed Route is looking for a cashbox design proposal where the handling of the cashbox takes into consideration the health and safety of those employees tasked with vaulting the cashbox. A design which eliminates the need to invert the cashbox during the vaulting process is preferred. Statistical Reportinq and Analvsis Fare transaction records shall include the following minimum information: . Day/date/time/location of payment . Number and denomination of coins accepted . Number and denomination of bills accepted . Product type and other pertinent data of smart cards and passes . Ridership categories . Partial payments accepted by vehicle operator . Vehicle identification . Route/run/driver information 26 The fare box will securely and accurately record all transactional information, including sales data, operational errors, and exception conditions, ridership information and operator commands. Data Transfer The data transfer to the back office system design must support wireless probing. If wireless is being proposed, the wireless system must be able to communicate with at least 3 fare boxes at the same time when they are within range. Security of all wireless or probed data transfer links is mandatory. AFC system data transfers shall take place at the end of each service run in a batch mode process. The data transfer probing process should maximize convenience and reliability while minimizing labor and time required for accomplishing this key task. Upon return to the Jule Bus Fixed Route garage, data transfer process shall be secure and involve as little intervention as possible on the part of maintenance or revenue personnel. Probing facility shall have the capability of uploading fare box configuration data supporting fare box functionality. . If wireless is being proposed, the download/upload should begin automatically when the fare box is within range of the wireless access point. No human intervention should be required to start the process. A portable download/upload method shall be provided for use when bus is unable to be probed at vault facility. The portable method shall be capable of storing all information from every fare box with full transactional database records. Data shall be held in a solid state, RAM memory. Portable method shall function properly under the operating conditions typical of transit operations. Average time to probe for download and upload shall not exceed 60 seconds for any given vehicle. System Traininq Training Requirements: The successful Contractor shall supply training to all designated Jule personnel who will be responsible for operating the AFC equipment and training additional users in the proper operations and maintenance of the AFC equipment. Said training shall be conducted either remotely or at the designated City of Dubuque Jule facilities. Each proposer is to describe their training methods and programs. Training Program Plan: The training program shall consist of separate courses as described below. The training program shall not be limited to the courses listed if additional courses are required to achieve the program objectives. The training program will include a minimum of the following separate courses for: • Fare box installation • Fare box maintenance • Driver usage • Back office usage (system administrator) • Back office usage (reporting) 27 • Back office usage (planning) • Back office usage (finance) • Programing of DuRide (system and administration) • The Contractor shall provide a program to train all personnel that interact with the system in all details of the fare collection system. • This program shall include adequate documentation, training aides, troubleshooting issues (hardware and software) as needed. Training Material: The Contractor shall furnish City of Dubuque Jule with operation and maintenance manuals in accordance with this section. Manuals shall cover all aspects of the furnished equipment. • Maintenance manual for the fare box must contain a complete description of the equipment (if applicable) and software including theory of operation, service and maintenance documentation, such that City of Dubuque Jule skilled maintenance staff may conduct field and shop repairs with minimal reliance upon factory maintenance technicians. • Operator/driver manual must include a quick guide for use in the bus • Back office manuals must include screenshots and step by step instructions for usage. Training Schedule: All submittals shall include a training schedule for maintenance, operation, and training of finance personnel. The schedule shall include the training curriculum, material and estimated training time per department. Warrantv The warranty for the AFC system, including fare boxes, spares, test-bench equipment, and any related equipment subsequently acquired as a direct result of this procurement shall be warranted for a period of two (2) years in regular service. The warranty shall include, at least all equipment, parts and service, as well as all critical software updates and any related hardware updates as necessary for continued proper operation of the system. Proposals shall provide an explanation of the coverage provided by the warranty, including service response methods and a plan for provision of parts and labor. Maintenance Requirements Proposed AFC systems will also be assessed with respect to remote and field diagnostic capabilities. The more information that maintenance can gather, with advance notice about potential problems, the more effective maintenance can be in keeping the buses running on schedule. Self-Diaqnostics Self-diagnostics shall be employed to the maximum extent possible to assure the highest possible availability. If problems are identified by the self-diagnostics, it is highly desirable 2a that the AFC shall automatically alert the user of the problems without immediately interrupting or preventing operations (i.e., email, automated calls or text). The City requires better visibility into its fare box in-service operations, in order to accurately determine whether a given fare box is operating correctly, and in orderto better understand root causes for various maintenance problems. A self-diagnosing fare box is preferable. For the purposes of this procurement, self- diagnosing means the ability of the system to report errors and alert users of the AFC system in a manner that allows City of Dubuque Jule Bus personnel to make early, accurate, and informed decisions as to the serviceability of any fare box. It is highly desirable that the back office reports allow maintenance to view trends and potential patterns regarding usage / failures of the main cash handling peripherals. An AFC system that enables the operator to defer service or repair of a malfunctioning fare box to at least the end of the scheduled route is also desirable. Deferred servicing means that buses can keep running and reliably collecting fares until it is convenient for maintenance to schedule diagnosis, replacement or repair of a fare box. All fare boxes shall operate off the current voltage available on vehicles. Test Bench Appropriate test bench equipment shall be provided in order to maximize effectiveness and efficiency of the maintenance program. The test bench equipment shall be sufficient to conduct comprehensive in-house testing, service validation, and repair over the entire service life of the AFC equipment. Contractor shall supply any specialized test equipment, tools or software that may be required to properly maintain or repair the AFC system. Both portable test equipment and shop test equipment shall be provided. By means of this test equipment, verifying the proper operation of all sub-system components shall be possible with a level of accuracy and completeness identical to the criteria used during manufacturing and acceptance tests. Contractor shall provide maintenance test stands to allow testing of all fare box components, including complete fare box wiring harnesses, plug in receptacles for all modules, including the coin mechanism, bill transport, barcode reader and smart card reader. Contractor shall provide test bench containing all provisions necessary to communicate with the back office computer and simulate the AFC installed in the field and shall be used to troubleshoot integral machine faults in a controlled environment and to test AFC modifications prior to full implementation of such modifications. Spare Parts The AFC system provider shall include sufficient spare system units and replaceable components to ensure 98°k availability of automatic fare collection. Additionally, the 29 Contractor shall disclose component-level service life expectancies for spare-parts planning and budgeting requirements. To the extent possible, replacement parts shall be modular, so that the City of Dubuque Jule Bus supervisors may conduct low-level field repairs or various component swap- outs, in the field. Initial stock of spare modules and parts should be new and manufactured to the specifications of the original parts in the delivered fare boxes. Contractor shall supply, within ninety (90) days after "Notice to Proceed" or receipt of City of Dubuque purchase order, a complete parts and modules list, together with prices, part numbers, and descriptions for all modules. A comprehensive list of AFC consumables, including prices, shall be provided to the City of Dubuque Jule Bus service. If the AFC system proves less reliable than represented during this procurement and if the need for spare components exceeds the Contractor's projections, then the Contractor shall supply such unanticipated parts at no additional cost to the City of Dubuque Jule Bus service. Svstem Software Licenses The proposer shall fully explain any software licenses required for the purchase and operation of any part of the proposed AFS. This shall include any per unit costs, the terms and conditions of use, and any upgrade costs. First year of upgrades will be free, afterwards the initial 12-month upgrade cost will be passed over to the Jule. These costs shall be delineated and included in the proposed pricing. Implementation Installation and Acceptance: The successful Contractor shall supply all of the labor, supervision and materials required for the proper installation of fare boxes. All installation shall be performed at the Jule Bus facilities. The Contractor shall assist the City in identifying the optimum position for the fare box and its components, taking into consideration: • Ease of passenger movement/access • Operator ergonomics • Access by persons with disabilities similar to that which is stipulated under the ADA Existing bolt holes, harnesses, brackets, and fixtures shall be used wherever possible. Where new installation exposes old bolt holes or other damage, the City shall provide necessary repairs to restore all surtaces to an acceptable condition. All on-bus installations shall be completed during non-peak hours. 30 Fixed Facilitv Installation and Acceptance The Contractor shall install back office data collection software at least two weeks in advance of bus installations. The Contractor shall use existing AC electrical power on properties where installation occurs. If it is determined that existing power arrangements are unsatisfactory, the City will be responsible for providing the proper electrical service in accordance with all state and local regulations. Required alterations to AC electrical systems on garage facilities will be at the City's expense. The Contractor shall install, if required, revenue collection and transfer equipment. The City shall be responsible for any electrical infrastructure required to conduct the installation work, including wireless data transfer. Any outside cable and power supply cabling is to be installed in underground conduit (existing conduit may be used if available). 31 TECHNICAL COMPLIANCE FOR AUTOMATIC FARE COLLECTIONS Response Description Code � ("Comply')The proposer understands the requirement and the proposed solution complies with the requirement. �� ("NomComply')The proposed solution does not comply with the requirement. ("Comply with Modifcation")The proposed solution partially complies or does not comply with the requirement CM however the proposed solution provides an alternative to address the core business need. Provide comments to describe. ("Understood")This symbol will indicate where the text is "-" assumed to be for information purposes only and a response from proposer is not required. ITEM RESPONSE COMMENTS CODE GENERAL INFORMATION Functionality and Intent of Scope Installation and Maintenance Purpose of a Procurement Details of Existing Fare Collection Equipment Characteristics of New Automatic Fare Collection S stem Ridership Fare Types Procurement Quantities Option Quantities Automatic Fare Collection System Requirements Ease of Use 32 Cash Acceptance Smart Cards Driver Override Driver Work Environment Central Back Office Cash Handling Security and Auditing Statistical Reporting and Analysis Data Transfer System Training Warranty Self-Diagnostics Test Bench Spare Parts System Software Licenses Implementation Fixed Facility Installation and Acceptance ADDITIONAL CONDITIONS OF CONTRACT Work Schedule Subcontractors Time of Performance OPTIONAL ITEMS Central System - Servers and Software 33 6.0 DEMAND RESPONSE SYSTEM SPECIFICATION BACKGROUND The Jule's door-to-door transportation service provides accessible service to two of the most transit-dependent populations: seniors and residents with disabilities. A demand response system is essential for processing service requests, ridership, and the corresponding documentation for revenue miles and hours of usage. The Jule door-to- door service requires drivers to track the routes, monitor door to door pick up to destination. General System Specifications . Be a business process-oriented application with customizable workflow . Feature service-oriented architecture (SOA), capable of being integrated into an enterprise solution . Provide a browser-based user intertace, compatible with Microsoft0 Internet Explorer0 7 and higher, Edge, Chrome and Firefox, accessible via lnternet/intranet . Enable site-specific configuration through user definable codes and parameters . Support interfaces to other data sources and applications, including legacy systems and future applications . Run hosted server applications on Windows Server 2012 64-bit (or higher) . Use an industry standard Relational Database Management System (RDBMS) . Use commercially available geographic information datasets for its integrated GIS syste m . Provide multi-user functionality GIS . System must be compatible for use with Google or BING . System must be capable of displaying layers including, but not limited to: common locations, seroice area polygons, ADA polygons, faring polygons, travel restriction polygons, . System Map must be capable of, at a minimum, using triangulation as a routing method, with the ability to calculate street routed direct distance between pick-up and drop-off . System map must be capable of setting speed factors by time of day and distance of trip. System must be capable of geocoding using the following methods: a. Entering in full or partial addresses, i.e. '123 Main SY or '123 Main St, San Francisco, 95467'. System will return exact and partial matches b. Batch Geocoding c. Manually typing in latitude and longitude coordinates d. Point and click on the map Map Navigation functionality must meet some or all of the following conditions: 34 Right click to zoom in or out of certain area a. Toggle left click to zoom b. Hold Ctrl key to create a box around user specific area, which will recenter and zoom map c. Drag map to recenter d. Quick find address box to type in and zoom map to specific address e. The ability to set custom zoom levels on Map System can export route data to Google Earth in a KML format. This data is static and will display projected route path and entire route itinerary graphically Polygons functionality must include the following functionality: a. Faring Polygons - allow trips that have pickups and drop-offs within the polygons boundary to be charged a specific rate. Example includes zone A to B = $5, B to C = $6, etc. b. Travel Rules - travel rules that can create zonal areas for different types of seroice c. Run Travel Restrictions - polygons that restrict where a specific run (shift) can operate. Restrictions can be added by time of day, and by pickup, drop- offs rules d. Map Address Polygons - polygons that when booking a trip will automatically associate pickup and drop-off with relevant polygon. Useful scheduling tool e. ADA Polygons - polygons that can be created to comply with ADA rules and regulations f. When drawing polygon, end user can use the following methods: Plot, Street Route Plot, Snap to Vertex, Snap to Segment g. Polygons can be shaded, colored, and outlined h. Polygons can be copied from one polygon type to another (Polygon Sharing) i. Islands can be created within polygons in order to exclude areas within a polygon that may not adhere to the same policy j. System must be able to import & work with Address Point data k. System must provide the ability to batch geocode addresses Client Manaqement Register Clients with the following information: a. Basic Information: First Name, Last Name, Birthdate, Load Time, Unload Time, Client Id, Identification Number, Client Code, Disability, Mobility Aid, Space Type, Default Fare Type, excluded vehicle types, Service Type, Gender, Transport Mode Default Address Type, Private Comments, Scheduling Comments, Escort Option. b. Address Information: Home Address, alternate addresses, default pickup address, default drop-off address, mailing address, address validity dates, address comments. Addresses are geocoded and visible on the map 35 c. Contact Information: Main Contact, Alternate Contact(s) types. Phone Number, Cell Number, Work Number, E-mail address, Fax number. d. Status Information: Active Date, Client Type, ADA Type, Client Status, Notification, Comments. Ability to automatically have client status affect trip activation and booking permissions e. Funding Information: Assigned Programs, validity dates, enabled/disabled. f. The ability to add multiple service types for a client and define validity dates. g. The ability to view all audit information, such as who last modified the client and which field(s) were modified. System must allow user to customize Client Management screen in the following ways a. System will contain UI where client can drag and drop fields to arrange screen in a custom manner b. Formatting of all fields can be changed in the following ways: caption, dropdown menu, bold, Italics, underline, center, left, right, justify, vertical align, color, highlight color, width, height, font, size border c. Fields can be made mandatory, and the user will be alerted if they fail to fill in field before saving d. Fields can be made read only or can be disabled Other features/functionality: a. Ability to create a client template, so when a new client is created certain fields are automatically populated Trip Bookinq System must include the following general characteristics: a. Point and click navigation between different sections of screen b. keyboard shortcuts to allow quicker transitions between screens c. Screen customization options, i.e. the ability to add/remove fields, change drop down menus, etc. Customizations also must exist for: pickup/drop-off information, booking details and passenger information. Trip booking process must allow for quick searching and selection of clients, including, but not limited to: a. Search Criteria: last name, first name, phone number, client id, identification number, birthdate Once client search query has been entered, proposed system will return all full and partial matches. Upon clicking on a match, the end user will have quick access to view the following information: . Mobility Aid, Disability, Status, Address Phone Number, Comments Once client has been selected, the Trip Booking screen must allow the end user the following options: a. Add single booking b. Add repeat (subscription) booking c. Edit single booking 36 d. Edit subscription booking e. Cancel multiple bookings with a single click f. Add group booking g. Add unregistered client booking (some agency's may not require a named passenger to transport, and this functionality expedites getting an unregistered booking into the system without first registering the passenger) Single/Casual Booking characteristics: a. Screen will allow for quick date selection. Default date offset, calendar display, are options for date selection b. Screen will display all other bookings for selected date and also flag user if a duplicate booking is created c. Screen will auto-populate from the client record the following information (if present): default pickup address, comments, phone number, default drop-off address, mobility aid(s), excluded vehicle types, service type, provider, transport modes, passenger type, passenger count space type, fare type, additional passengers, funding sources d. Trip Booking screen will also contain the following optional fields: Booking Purpose, Booking type, Max OBT, scheduling comments & any user defined fields e. Fields can be rearranged, removed, added, and made mandatory using a screen customization tool f. Screen will provide a list of all registered addresses and phone numbers from client record that are selectable. g. Screen will display recent pickups, recent drop-offs, and recent bookings taken by the client to allow for quick entry h. Screen will allow for address entry and using a base map will locate and geocode matches using the methods described in the GIS section i. Screen will allow for the following time entry requests Pickup: Requested Early, Requested Time, Requested Late. Drop-off: Dropoff No Earlier Than, Requested Drop-off time, Drop-off No later than when scheduling, system will not propose a solution outside of the proposed boundaries of time a. The system will have the ability to auto-populate requested time based on a pre- configured offset. For example, if a call comes in at noon, when booking the trip 12:30 can automatically be populated b. Screen will possess quick access buttons to view the following information within the trip booking screen: calendar, bookings, funding programs, client record information & map c. Screen will allow for new legs of the booking to be created in a single click, while saving the leg(s) already created d. At the end of the creation process booking can either be saved to schedule later or scheduled in real-time e. Date of booking can be changed at any time during the booking process if the wrong date was initially selected. 37 f. Origin to destination distance will be calculated & displayed automatically g. Ability to copy a single booking to another day Single Booking Scheduling: a. User will be able to schedule all booking legs simultaneously or schedule legs one by one. b. Upon clicking schedule button system will use advanced algorithm to present scheduling solutions. The number of solutions to display is user defined c. System will only present solutions that are within the ruleset defined by the client. If no solutions are found, user can search later or change scheduling parameters d. Solutions will display estimated pickup time, estimated dropoff time, Run, and violations by default. Fields can be customized and displayed (such as driver and vehicle) e. Solutions will be ranked in order from best to worst f. Upon clicking on a solution, details will be displayed on screen showing the order of pickup and drop-off g. Upon clicking on solution an Info tab will allow end user to view additional details: vehicle capacity, assigned driver, assigned vehicle, and passengers on-board h. Passenger scheduling comments will be displayed to assist dispatcher i. The following on-the fly changes can be made within the solutions screen: Reset Scheduled Times to requested, Search time window, parameters set, violations set, transport modes, max transfer, runs to search for solution j. End user can accept solution to finish trip booking process. Upon accepting a solution, the following attributes will be stamped into the database: Requested Time, Scheduled Time, Scheduled Early Window, Scheduled Late Window Subscription (Repeat) Booking: a. System must allow for the entry of bookings that repeat on a calendar-based interval b. All other booking processes will remain the same c. Subscription booking can have a specific begin and end date, or be left open indefinitely d. Date rules can be based on: week date, by day and month, by week, etc. e. The ability to inherit date rules from a Shared Calendar. A shared calendar is a named calendar that can be defined once, and this calendar can be selected anywhere an entity is defined that uses calendars. (i.e. for statutory holidays) f. The ability to clone subscriptions, when a passenger has subscriptions that are very similar Group booking functionality: a. The ability to define: Group name, group travel calendar, group members, max members, same pickup — distinct drop-off, distinct pickup — same drop-off, same pickup — drop-off, group travel times b. Ability to book trip for a group — distinct bookings are automatically created for each passenger in the group c. Ability to schedule bookings for group all at once d. Add/remove group members on the fly 38 e. Notification when group max is reached or when group min is not reached Trip Notes functionality: a. Ability to add custom or canned notes to trips b. Notes can be mandatory when: trip is canceled, trip is scheduled, trip is unscheduled, on the fly c. Date stamp, user stamp, and all notes are visible d. Permissions are available to set users that can add/edit/delete notes Batch Schedulinq/Templates System must be capable of scheduling all or a subset of trips at once utilizing the following criteria: a. Batch scheduling will utilize a highly specialized, scheduling algorithm when scheduling. b. A violation set that defines which scheduling rules can or cannot be broken at the time of scheduling (i.e. passenger on board time) c. A parameter set that defines specific scheduling criteria as being more or less important on a scale Batch scheduling will allow for run and trip selection. User can choose to schedule all trips to all runs or select specific trips and runs to schedule Users can choose a batch sort order from a predefined list that defines the order trips are fed into the batch, as well as the ability to define custom batch sort orders Before running the batch, the end user can modify the following settings. Defaults will be loaded automatically a. Time Search Window b. Unscheduled action: All trips in selection or all trips in schedule c. Optimization level: can impact scheduling efficiency and speed d. Violation and parameter set e. Reset Scheduled Times to Requested f. Schedule using preferred runs: method to schedule specific subscription trips to defined runs g. Matching Templates - allows client to set repeat rides on the same run each day. Templates will be scheduled first, followed by demand trips h. Batch scheduling will consider all ofthe routes, vehicle capacities, time constraints, service constraints, zonal constraints, breaks, locations, etc when placing trips onto a run i. System will only place trips on runs where no rule is in violation (parameter, violation, capacity, etc). If no solution is found, trip will be left unscheduled to be scheduled later, either automatically or manually j. Upon scheduling a trip, the following times are stamped on the booking: Scheduled Early, Scheduled Time, Scheduled Late, Estimated Arrive 39 k. When batch is being run, real-time data will be displayed, including: Attempted, Scheduled, Failed, Optimizer, Total Distance, Non-Rev Distance, Total Time, Non- Revenue Time, Pass/Hour, Slack Time. I. More detailed information such as exact Solution parameters, costing weights, and costing variables can be displayed as well m. Batch Schedules will be archived so client can return to view batch information Templates Templates allow for a client to create set schedule that can be repeated in a manner of their choosing. Template types consist of: a. Weekday Template. A schedule to repeat for a specific weekday, It can then be set for a particular or multiple days of the week b. Exception: Template that can be replace a normal template at the clients choosing c. Scenario: A template that can be copied to a test portion of the software Weekday Template functionality must include: a. Ability to copy subscription bookings to a template b. Ability to copy all or a subset of runs to a template c. Ability to drag and drop and reorder trips in any order d. When matching a template system validates subscription is activated and matches it in the exact order as is saved on template Exception Template: Must contain the following functionality: a. Ability and drag and drop regular template to exception template b. Template is designed for irregular schedules (holidays for example) Scenario templates must contain the following: a. Ability to copy a live schedule to a 'Scenario Template' b. Ability to copy either subscription bookings, casual bookings, or all bookings. c. Ability to copy all runs, or a specific selection of runs Manual Schedulinq/Schedule Editor As with automated scheduling, system must possess tools for manually managing scheduling Manual Scheduling Tool must contain the following functionality: a. Ability to view all unscheduled or will call trips in a list view b. Ability to view a list of all runs, and detailed information about runs c. Ability to view all or group of runs at once d. Trip Drag and Drop capability. Upon dragging and dropping trip, user will instantly see impact of trip (estimated times, violations, etc.) e. Right click menus. Depending on where right click is performed, context sensitive menu will be displayed. For example, right click on trip will allow: editing, rescheduling, unscheduling, etc. f. Ability to perform a quick client search in order to cancel or reschedule trips 40 Run View Functionality must contain: a. Ability to view detailed trip information on run, including: Est Time, Client, Address, Space Type, Violations etc. Fields displayed are user configurable. b. Ability to rearrange trips in run; add or remove trips c. Ability to freeze trips on run so no new trips are inserted when scheduling d. Right click capability to search for new solutions to trip e. The ability to view run slack time to find gaps in scheduling f. The ability to view color codes indicating area of map trip is located in g. The ability to add or remove passengers h. The ability to add or remove a break i. The ability to change the times of a scheduled trip j. The ability to set the actual arrive and depart time of a trip k. The ability to enter in odometer reading I. The ability to cancel or no show a trip m. The ability to work with a driver checklist n. Color codes on trips -- explained more in trip dispatching section Trip Dispatchinq Trip dispatching portion of the system must contain the following functionality a. Ability to view all runs and vehicles in a list view b. Ability to view selected run details in center panel c. Ability to display a communication log which lists MDT related information d. Ability to view the map in order to display AVL information Run and vehicles list view contains the following functionality a. View dispatch type (MDT or manual), online status if MDT enabled, Run, Vehicle, Scheduled Activity, and Earliest Schedule Change Time b. Right Click Functionality: Filter Runs, View Run Group, or send canned or free form message to MDT Communication Log contains the following functionality a. Ability to view Login and Logout requests from MDT's b. Logs all outbound and inbound message communication from MDT c. Ability to filter by vehicle and message type Run details view contains the following functionality: a. Ability to view all of run details for selected run from the vehicle and runs list view b. Ability to view selected vehicle group from run and vehicle list view c. Color codes aids to indicate changes to the status or details of the trip, for example red for cancelled trips Map frame contains the following functionality: a. View AVL data from AVL enable vehicles. Displays current location (refreshes at set interval), speed, and direction. Can view single or all vehicles at once. b. Contains same map functionality as other screens including: zoom, pan, layer control, etc. History replay functionality — the ability to play back AVL data (if site is MDT enabled) 41 Reportinq Standard reports from the prospective solution are listed and explained below a. Cancelled, Missed, No Show Trips Report - User selects date range, client (leave blank for all), and trip type to include in report. Report lists details for each trip, subtotals, and grand totals b. Denials Report - displays details and totals for all trips with a denial status c. Trip Count Report - selectors: From Date, To Date, Runs, Booking Purpose, Subtype, Trip Type, Fare Type. Report lists trips based on selection criteria, details if requested, providing subtotals and totals for trips d. Trip Count by Funding Source Report - selectors: From Date, To Date, Trip Type, Funding Source. This report displays trips grouped by funding sources and funding programs together with their counts and faring information. e. Call Back List - Shows list of bookings grouped by client names for a selected day. For each booking this report lists times addresses and phone numbers f. Trip Hours Productivity - These reports display the edited and non-edited Service and Revenue hours for a route, range of routes or all routes g. Trip Distance Productivity - These reports provide edited or non-edited information regarding Service and Revenue Distance h. On Time Compliance -This report provides detailed or summary information per route regarding on time pertormance i. Daily Operations - This report displays information about the operations of a site by hour ranges j. NTD Standard - The standard report required by the National Transit Database for reporting financial and operating data k. Driver Manifest - Landscape, Portrait, With Contacts - This is a trip listing for each driver that they use while picking up and dropping off clients I. Taxi Manifest -This is a trip listing for each driver that they use while picking up and dropping off clients m. Time and Distance Report - The Time and Distance List report displays information entered when the booking was created, or information edited through the Trip Edit process n. Data Integrity Report — report checks for data entry errors over a specified date range, such as out of order odometer readings or actual times o. Trip Export Report — exports trip data into a format optimized for .csv or excel, which can then be imported into a different system p. Run Productivity Report-This report displays Passenger Count, Trip Count, Hours and Mileage by route q. Ridership by Jurisdiction Report— report displays trip count by polygon/zone r. Funding Source Productivity Report - This report displays Passenger Count, Trip Count, Hours and Mileage by funding source s. Common Location Report — displays the number of trips taken to a location & trip details within a specified date range 42 t. Client Summary Report — displays a list of clients ordered by client last name, with the option of including only active clients u. Client Export Report — exports client data optimized for the .csv or .xls formats. v. Client Change Report — displays details on clients modified & what was modified within a given date range w. Call Center Productivity Report — displays the number of trips entered by user over a given date range x. Payroll Hours by Route Report — displays the number of hours driver per driver per route over a given date range y. Client Mailing Labels report — exports client data to a mailing label friendly format z. Subscription Report — displays a list of active subscription trips Reports Archive Functionality a. Keep copy of all reports created by end users with simple access to reopen b. Have search capability to find specific report with options to search by end user and date range Reports Module Ffunctionalitv a. Ability to create SQL Query reports or import Crystal Reports format reports b. Ability to copy Standard Reports onto desktop for editing SQL Query Report Functionality a. Create Report: Name, Description, Query, Parameters b. Parameters: are automatically extracted by system and can be custom formatted. For example, for a date parameter the user can have a calendar drop-down appear c. Parameter Layout: user can select the layout of parameters that the end user will see d. Output Layout: specify, format, and order output data, create a header and footer for report e. Save and test report f. Configure which users are allowed to use report Crystal Report Functionality a. Ability to import Crystal XI reports b. System will upload crystal report and store it in the reports directory c. System will extract parameters from Crystal and allow user to edit them d. User can save and test report e. User can configure which users can see report f. Report can be downloaded and uploaded if editing is required. Reports Wizard Functionalitv a. The ability to generate a report with no technical experience. 43 b. Step by step guidance including: selecting fields, sorting, totaling & saving as a report in the reports library Additional Features & Functionalitv Additional benefits, features & functionality included in the solution a. Self-Healing Schedule — the ability to schedule jobs that will automatically: identify trips with violations, unscheduled trips and automatically reschedule them to a more efficient route b. Multi-modal transportation. Setup trips that will automatically create transfers: Para run to Para, Para to Flex, Flex to Para, etc. c. Configurable Screens— almost all screens are customizable based on user group. Add, Remove, make mandatory, etc fields for a simple, customized user experience d. Vehicle Auto Swapping — dynamically assign vehicles based on need. If a group trip needs a larger vehicle to accommodate all passengers, this can automatically be changed e. Audit data cleanup —ability to setup nightly jobs that clean up history tables, to ensure they don't get too large and keep unnecessary data f. Automatically truncate old, rarely needed data from the data base to ensure it does not affect system performance. A means shall be provided to specify the truncation point. g. Provide a means to automatically auto-archive and store old, rarely needed data in a secondary database to ensure good performance of primary database. Secondary database shall be accessible to reporting tools. h. Credential management - system must automatically scan for and update the status of providers, drivers and vehicles in the system to prevent their use if certifications, licenses or availability has expired. i. System must deactivate a provider's availability if they are not properly credentialed. Mobile Data Terminal (MDT) Bidders must offer a mobile data terminal to be mounted in the vehicles to act as the driver interface to the back office software. a. Once the MDT unit is powered up, it will automatically display a driver log-on form screen requesting the driver's identification number and the vehicle's odometer reading b. Drivers must be able to log-on to the MDT unit by entering their employee identification, and the vehicle's odometer reading into the MDT unit c. The MDT unit will validate the log-on information with the scheduling software d. Upon successful logon, prior to the manifest being displayed, the MDT software shall display pre-trip inspection screen that shall be filled in by the vehicle operator after conducting their pre-trip inspection of the vehicle 44 e. Each vehicle must be assigned specific checklist types that contain sets of questions relative to the vehicle f. If the checklist login question is answered incorrectly, the system will deny the login g. The dispatcher must be able to view the check list information within the system for a given run h. The system must be able to set required questions whereas the driver will not be allowed to log on to the vehicle if not answered correctly MDT Communication a. MDT and driver application must be capable of visual and audible alerts to indicate incoming messages b. The system must have the ability to send overt emergency notifications c. After the driver acknowledges an incoming message it should be displayed on the MDT unit d. The MDT unit should also be capable of allowing the driver to respond to a message e. The dispatcher must be able to send a question that requires a yes/no answer from the driver f. The MDT unit should be capable of sending a message and notifying the driver of the success or failure of the transaction g. The MDT should allow the driver to select from a list of canned messages to send to the dispatcher. The canned message list should be configurable. h. The MDT unit should be capable of queuing messages in a buffer and repeatedly attempting to deliverthem to the host application. Each message should be configured to attempt delivery indefinitely or to attempt delivery only for a fixed period of time after which the message will be discarded Standard Paratransit Functionalitv a. The system should provide the paratransit operator with the option of downloading an entire day's manifest to the MDT or a rolling window of trips. b. The MDT unit should allow the driver to scroll through the manifest up to the maximum number of transmitted trips as determined by the paratransit operator c. The MDT unit must be capable of adding, updating, and saving new Paratransit trip data without Driver intervention d. The MDT unit must provide drivers with a Manifest, Passenger/Trip Information and trip perform screens Manifest List Screen a. The MDT unit Manifest Screen must provide drivers with an overview of their Manifest b. Additional trip message lines must be available by scrolling c. All trips must be shown on the display in ascending order of estimated times d. The current trip must be located at the top of the Manifest screen 45 e. When the driver completes the current trip, the MDT unit should automatically delete it from the Manifest screen. The Manifest Screen must display multiple rider pick-ups and drop-offs from the same address f. At any time after the driver has logged on to the system and received a Manifest, the MDT unit should update the Manifest by inserting additional trips sent to it by the dispatch system. The MDT unit must insert trips in the order of their scheduled pick up or drop off times g. At any time after the driver has logged on to the system and received a Manifest, the MDT unit should update the Manifest by deleting trips that have been canceled h. The driver must be able to access the trip pertorm screens from the manifest screen by a single keystroke i. The driver must also be able to access the Passenger/Trip Information Screen from the Manifest Screen by a single keystroke Passenqer/Trip Information Screen a. The Passenger/Trip Information Screen should provide the driver with detailed information about each stop b. Additional lines of trip information should be viewable by scrolling c. The driver should be able to edit trip information by pressing the arrow keys. Trip information to be edited: . PassengerType . Space Type . Fare . Riders d. The driver must be able to access the Manifest Screen from the Passenger / Trip Information Screen by a single touch, using an MDT / AVL unit touch screen e. The driver must be able to access the Perform Screen from the Passenger/Trip Information Screen by a single touch, using an MDT unit touch screen f. The system must be able to add additional riders, capturing their Count, Fare Collected, Space Type, Fare Type and Passenger types Perform Screen a. Perform Screens should display a list of information requests to be completed by the driver and transmitted to the Paratransit Dispatch Software, that are necessary to complete each Paratransit trip (each Pickup) b. After the driver has used the MDT unit to record a rider's boarding, prompts should pop up that need to be filled in before the driver can return to any other screen c. If a Perform Screen requires the vehicle's odometer reading, the MDT unit must automatically fill in the calculated odometer reading d. If the rider and trip numbers, number of riders, attendants and companions, and fare amounts and types were in the original trip message that was 46 transmitted to the MDT unit, the MDT unit must automatically place that information in the appropriate Form Screen fields. The driver should be able to edit this information once it is displayed on the MDT unit Data Messaqinq a. The following section describes the types of inessages that the paratransit operator will likely be transmitting between the in-vehicle MDT devices (mobile data terminals) and the Paratransit Dispatch Software b. The MDT unit must be capable of sending predefined messages to the dispatcher c. The vehicle predefined messages must be managed in the dispatch application and transmitted to the vehicle. Upon log on, the canned message update will be viewable on the MDT d. The nature of the canned messages will need to be defined by the customer in conjunction with the successful Bidder of the scheduling system e. The Bidder should be able to comply with the following messaging requirements: . Trip Messages . Driver Log On . Driver Log Off . Pick Up Site Arrival . Pick up site Performed . Drop Off Site Arrival . Drop Off Site Performed . Additional Rider Boarding . Additional Rider Alighting . Rider No Show . Rider poor Cancellation . Emergency Message f. Each message should contain data appropriate to that message (i.e. the vehicle odometer reading, GPS latitude and longitude, and time/date stamp, Bus Number g. The Contractor must work with the client to determine what information needs to be included with each message MDT Naviqation Functionalitv: a) The MDT must be capable of displaying in-vehicle maps. b) The MDT must be capable of providing navigation directions including voice annunciation and visual display of trip route and turn directions. c) The MDT must be capable of storing maps locally so as to minimize data transferred over the air d) Driver will not have to enter destination address to use the map navigation, as the software will do this automatically 47 e) Drivers will not have to start the map navigation as a separate software application. The Navigation functionality will be integrated into the in- vehicle software application. Ruqqed MDT Bidders must propose a ruggedized MDT terminal capable of satisfying the functionality already described, as well as the requirements below. The ruggedized features of the MDT should include: a. MIL STD 810F design or higher for shock and general vibration b. IEC 60529 — IP54 or greater for dust and water intrusion The operating temperature range of the MDT must be: a. SAE J1455 b. Minimum: -22°F / Maximum: 149°F i. The electrical capabilities of the MDT should include: c. Voltage Operating range of 9 — 32 VDC d. Load Dump Transient Immunity of ISO 7637-1 e. The rugged MDT should include built-in interface ports for future expansion, including: . RJ-45 10/100 Ethernet . J1708 . J1939 . USB . RS-232 . Additional general purpose I/O connectivity o In addition to touchscreen capability the MDT must include a minimum of 5 backlit, capacitive touch keys that can be assigned special functions Wireless Gatewav Wireless Gateway software will be provided that will have the following functionality: a. Support multiple, simultaneous, Host-end communication channels, allowing multiple Host software applications (e.g. Paratransit software and Fixed Route software), to communicate to the in-vehicle hardware. b. Diagnostic features available via remote connection for ongoing system maintenance and troubleshooting support. c. Can provide confirmation of inessage delivery to in-vehicle hardware. d. Ability to queue data messages and re-send automatically if no acknowledgment is received. e. Wireless Gateway will provide a cellular system-testing module for wireless coverage testing. f. Will perform online, real time diagnostic information and reports maintenance functions g. Reporting capability for Message Transmission Performance (success and volume), Vehicles on the System, Data Logs, and System Errors 48 h. Able to display system events in user-configurable colors based on type: information, minor alarm, and major alarm i. Display connection status between the MDT and the Host-end software. j. Stores and maintains all communication transaction data on a database Over-The-Air Proqramminq The Bidder will provide software that can perform over-the-air remote programming, diagnostics, and software updates of the in-vehicle MDT unit. The over-the-air programming software will have the following functionality: a. The software and firmware (operating system) of the in-vehicle MDT must be updateable over a cellular and Wi-Fi network. b. Wireless networks that must be supported include LTE and 802.11 WiFi c. The software update function must allow files to be transferred over the wireless network and be automatically installed on the MDT and annunciator without operator assistance at the vehicle. . The software update function must allow files to be transferred over the wireless network and be automatically installed on the MDT and annunciator without operator assistance at the vehicle. d. MDT Operating system e. MDT Application software (In-Vehicle Software) f. Configuration or setup files g. Mapping files h. All MDTs in the fleet will automatically register with the software. . MDT data/activity logs will be able to be downloaded. . The software update function will allow the System Administrator to specify updates to all or select portions of the fleet. . The software update function will allow the System Administrator to perform updates immediately or schedule them for an automatic update at a later date. . For updates at times when vehicles are normally out of service and the MDT is powered down, the update function will have the feature of being able to program the MDT to automatically 'wake-up' at the scheduled time to enable the transfer. . The software will allow the System Administrator to track MDT type, the version of each major software type installed on the deployed MDT devices, and provide a historical record of the updates provided to each. . To minimize the amount of data sent over the wireless network, the software update function will utilize a file compression algorithm. . If a software update data transfer is interrupted due to an MDT losing power or going out of wireless coverage, the transfer will resume once the MDT is available again at the point it left off with no need to restart the transfer. . The diagnostic and fault logging features of the MDT must be accessible through the cellular network. 49 . The software will be capable of displaying the progress of the software transfer. . The software will provide an 'Update Wizard' windows interface to aid the creation of software updates. . Software is compatible with Windows 7 and newer operating systems. Notifications System must have the ability to integrate with cloud-based telephony system to provide passengers with voice, text and email notifications for their paratransit rides a. No special hardware shall be required to implement the system. b. System must allow for testing of all features before going live. c. System must support multiple languages. d. Solution must have the capability to automatically send notifications for trips that were booked in the scheduling software. Notifications Confiquration • Clients must be able to choose between Voice calls, SMS or Email notifications • Clients must be able to confirm or cancel trips through callback reminders • Clients must be able to confirm or cancel trips by calling in or sending a text message • Notifications can be configured to be sent the day before and moments before pickup • Clients must be able to confirm or cancel a trip with a simple button press at end of a notification message • Automated voice calls to clients for trip reminders or updates must be configurable so they are only sent during certain hours that ensure clients are not bothered. a. Bulk Notification — System should allow the agency to create custom messages to send to passengers (e.g. Senior Center closed for the day, or for service interruptions) that can be sent out immediately or at a scheduled time. b. Trip Reminder notification — system must provide a trip reminder notification that is sent out to the client the day before their scheduled trip. i. If the client has multiple bookings scheduled for the next day, all of the bookings must be included in the same notification. ii. During a voice call reminder, the client shall also have the option of cancelling or confirming their trips for the next day. c. Trip Update Notifications i. System must provide automatic Trip Update notifications to the client the day before their scheduled trips if any of their estimated time of arrivals for the next day have changed by more than 20 minutes from the original negotiated time 50 ii. System must also support a manually triggered notification to the client that is triggered by the Dispatcher. iii. During a voice call update the client shall have the option of cancelling or confirming their trips for the next day b. Imminent Arrival Notifications a. System must support automated reminder notifications to clients based on a configurable time window before the vehicle's estimated time of arrival (e.g. 20 minutes). b. System must support driver notification of a client of their pickup as the vehicle is approaching the clienYs pick up location. Trip Cancellations a. Client shall be notified about trip cancellations regardless of how the client cancelled their trip — whether through a dispatcher or by canceling during a Trip Reminder call. b. System must provide a means for the Agency to automatically notify other trip providers (if used) of the clienYs trip cancellation. Additional Available Modules (Optional) . Claims generation — the ability to generate 837 files, plus import 835/277 files, in order to manage reimbursements for Medicaid approved trips . Client/Trip/Location importing — the ability to automatically import clients, trips & common locations on a recurring basis from commonly used file formats, such as.txt or .csv 51 TECHNICAL COMPLIANCE FOR AUTOMATIC FARE COLLECTIONS Response Description Code � ("Comply')The proposer understands the requirement and the proposed solution complies with the requirement. �� ("NomComply')The proposed solution does not comply with the requirement. ("Comply with Modifcation")The proposed solution partially complies or does not comply with the requirement CM however the proposed solution provides an alternative to address the core business need. Provide comments to describe. ("Understood")This symbol will indicate where the text is "-" assumed to be for information purposes only and a response from proposer is not required. ITEM RESPONSE COMMENTS CODE General System Specifications GIS Client Management Trip Booking Batch Scheduling/Templates Templates Manual Scheduling/Schedule Editor Trip Dispatching Reporting Reports Archive Functionality Reports Module Functionality SQL Query Report Functionality Crystal Report Functionality 52 Reports Wizard Functionality Additional Features & Functionality Mobile Data Terminal (MDT) MDT Communication Standard Paratransit Functionality Manifest List Screen Passenger/Trip Information Screen Perform Screen Data Messaging MDT Navigation Functionality Rugged MDT Wireless Gateway Over-The-Air Programming Notifications Notifications Configuration Trip Cancellations OPTIONAL ITEMS Claims Generation Client/Trip/Location Importing 53 7.0 RFP RULES AND PROTEST PROCEDURE 7.1 Protest Procedures In general, protests will only be accepted from proposers whose direct economic interest would be affected by the award of a contract or refusal to award a contract. The Director of Transportation Services will consider all such protests, whether submitted before or after the award of a contract. If oral objections are raised and the matter cannot be resolved to the satisfaction of the objector, a written protest shall be required before any further consideration is given. Protest submissions should be concise, logically arranged, and clearly state the grounds for the protest. Protests must include at least the following information: 1 . Name, address, and telephone number of protestor; 2. Identification of the solicitation or contract number; 3. A detailed statement of the legal and factual grounds of protest including copies of relevant documents; and, 4. A statement as to what relief is requested. The written dispute shall be sent via certified mail or delivered in person to the Director of Transportation Services. All protest documents received by the Director of Transportation Services shall be stamped with date and time received and logged into a protest file folder. 7.2 Protests Before Award Any protest addressing the adequacy of Invitation for Bids, RFPs, including, without limitation, the pre-award procedure, the Instructions to Bidders, Special Terms and Conditions, Specifications and Scope of Work, must be filed with the Director of Transportation Services no later than three (3) days before the scheduled bid opening or proposal due date. Thereafter, such issues are deemed waived by all interested parties. 7.3 Protests After Award Protests against award must be filed with the Director of Transportation Services within three (3) calendar days immediately following the award. The Director of Transportation Services shall review the protests. The awarded proposer shall be furnished with the notice of protest and the basis thereof. Also, when it appears likely that an award may be invalidated and a delay in receiving the supplies or services is not prejudicial to the City's interest, the Director of Transportation Services shall inform the awarded proposer that the City will not be responsible if the award is set aside and that the awarded proposer proceeds with performance at the proposer's own risk. 7.4 Decision on Protest The Director of Transportation Services shall forward all protests to the City Manager, with all applicable supporting documentation, who will review the reasons for the protest and will respond to each issue noted in the protest. The City Manager will discuss the City Manager's findings with The Jule Transit Advisory Board before a final decision is made concerning the protest. The Director of Transportation Services shall provide a final decision to the protesting proposer in writing within thirty (30) calendar days from the 54 receipt of the written protest and shall provide notice of such decision to all interested parties. Following an adverse decision by the City Manager, the protestor may file a protest with FTA. FTA Circular 4220.1 F, as amended, states that FTA will only review protests regarding the alleged failure of a grantee to have written protest procedures or alleged failure to follow such procedures 7.5 Minor Irregularities The City reserves the right to waive minor irregularities in submitted proposals, provided such action is in the best interest of the City. Minor irregularities are defined as those that have no adverse effect on the City's best interests and will not affect the outcome of the selection process by giving the prospective proposer an advantage or benefit not enjoyed by other prospective proposers. 7.6 Exceptions Proposer exceptions to any part of the requirements stated in this RFP must be clearly identified as exceptions and noted in the letter of transmittal and in the submitted project cost estimate. 7.7 Ranking of the Proposals No debriefings or scoring information shall be released before the City Manager has recommended a contract be negotiated with the recommended proposer. However, after authorization has been granted to negotiate a contract, all contents of the submitted proposals shall become public information. 7.8 Definitions The City has established for the purposes of this RFP that the words "shall", "musY', or "will" are equivalent in this RFP and indicate a mandatory requirement or condition, the material deviation from which shall not be waived by the City. A deviation is material if, in the City's sole discretion, the deficient response is not in substantial accord with this RFP's mandatory conditions requirements. The words "should" or "may" are equivalent in this RFP and indicate very desirable conditions or requirements but are permissive in nature. Deviation from, or omission of, such a desirable condition or requirement will not in and of itself cause automatic rejection of a proposal but may result in being considered as not in the best interest of the City. 55 8.0 SPECIAL TERMS AND CONDITIONS 8.1 Term of Contract 8.1 .1 The initial term of the Contract shall commence on the date the City executes the Contract. 8.1 .2 A Contract, prepared by the City and signed by the City Manager, shall become the document that authorizes the Work to begin, assuming the insurance requirements have been met. Each section contained herein, the attachments, and any addenda and the response from the successful proposer shall also be incorporated by reference into the resulting Contract. 8.1 .3 The City reserves the right to make changes to the Work to be provided which are within the Project. No assignment, alteration, change, or modification of the terms of the Contract shall be valid unless made in writing and agreed to by both the City and the Contractor. The Contractor shall not commence any additional work or change the scope of the Work until authorized in writing by the City. The Contractor shall make no claim for additional compensation in the absence of a prior written approval and amendment of the Contract executed by both the Contractor and the City. The Contract may only be amended, supplemented or modified by a written document executed by the Contractor and the City Manager. 8.1 .4 In accordance with the provisions and conditions of the Contract, the Contractor shall freely enter into the Contract for the purpose of providing Work to the City and to be compensated for the Work. 8.2 Contract Forms 8.2.1 If a proposer intends to request that the City of Dubuque enter into any agreement form in connection with the award of this project, the form must be submitted with the Proposal for review by the City's legal counsel during the evaluation of proposals. If such agreement requires that payments be remitted to other than the proposer, the proposer shall indicate the name and address of the firm to whom proposer would request payments to be made, and the firm's relationship to the proposer. 8.2.2 Proposers are advised that in the event any such agreement contradicts the City of Dubuque requirements, the proposal may be rejected due to the contradiction unless the proposer agrees to deletion of such clauses. If the agreement form indicates a firm other than the proposer as Contractor, or payee, the proposed Contractor or payee must also indicate concurrence with the deletion of such clauses. 8.2.3 If no agreement form is included with the proposal, no such form will be approved by the City during the evaluation or award processes or following award of Contract. If the proposal does not indicate the proposed Contractor, vendor or payee to be a person or company other than the proposer, (1) only the proposer will be considered as Contractor and (2) payments will be made only to the proposer to whom the Contract is awarded. 8.2.4 The City of Dubuque will in no case agree to terms not submitted for review with the proposal. 56 8.3 Payment Terms and Invoice Submittal 8.3.1 Payment terms for Work/ Goods authorized under the Contract shall be net thirty (30) days upon receipt of an acceptable original invoice and after Work is performed, inspected and accepted and all required documentation and reports are received in a format acceptable to the City. 8.3.2 As a minimum, the invoice shall include the following information: Contractor name and address Date of Work City PO number Description of Work/ Goods The total amount being invoiced The Project Number/ Contract Number/Project Name 8.3.3 Surcharges (i.e. fuel surcharges, restocking) shall NOT be allowed to be added to invoices as an additional line item. 8.3.4 One invoice and supporting documentation shall be submitted within thirty (30) days after the Work is completed to the identified department the work is being completed fo r. 8.3.5 The City may withhold payment for reasons including, but not limited to the following: . Work/Goods that are defective, inaccurate, flawed, unsuitable, nonconforming or incomplete due to negligence of the Contractor; . Damage for which the Contractor is liable under the Contract; . Valid liens or claims of lien; . Delay in the progress or completion of the Work; . Inability of the Contractor to complete the Work; . Failure of the Contractor to properly complete or document any pay request or invoice; . Any other failure of the Contractor to pertorm any of its obligations under the Contract; or . The cost to City, including attorneys' fees and administrative costs, of correcting any of the aforesaid matters or exercising any one or more of City's remedies set forth in the Contract. 8.3.6 Actual travel time to and from the work location is not reimbursable under the Contract. 8.4 Treatment of Documents and Records 8.4.1 Ownership All Documents and other materials prepared by the Contractor in connection with this project are the City's sole property in which the Contractor has no proprietary or other rights or interests. All reports, documents, information, and any materials or equipment 57 furnished to the Contractor by the City shall remain the sole property of the City. Nothing written in this paragraph, however, will be interpreted to forbid the Contractor from retaining a single copy of information for its files. 8.4.2 Confidentiality Any individual employed by the Contractor with authorized access to personnel information documents, if any, is given access to use any personnel information in the documents solely for the purpose of performing the Work of the Contract and must not divulge this information to anyone without a need to know. Confidentiality of personnel information contained in the documents shall survive the completion or termination of the Contract subject to applicable state statutes. 8.4.3 Disposal If at any time during the performance of the Contract or following completion or termination of the Contract, the Contractor chooses to dispose of Documents, disposal of Documents shall comply with any retention requirements of the Contract and be in a manner such that documents or information in the documents is unable to be read, interpreted, reproduced, copied or duplicated in any fashion. 8.4.4 Access/Retention During the term of the Contract or following completion or termination of the Contract the Contractor shall maintain all accounting records and other documentation generated in performing the Work under the Contract. The City or any duly authorized representative of the City shall have access to all such information for the purpose of inspection, audit and copying during normal business hours. All such information shall be retained for five (5) years from the date of final payment and after all other pending matters under the Contract are closed. This access shall be made available to the City or duly authorized agent and shall be considered incidental to the Scope of Work contained herein. As such, there shall be no additional compensation allowed the Contractor for maintaining this information and allowing the herein described access. 8.5 Amount of Work The City does not guarantee any minimum or maximum hours of work for the Contractor. There is no guaranteed minimum amount of Work that will be required throughout the contract period. 8.6 Work Schedule The work for this project will occur at the City's bus operations facility, and as such, installation of the AFC shall be carefully and fully coordinated with the Jule Bus service operations, maintenance and administrative agents to ensure there is minimum impact on the City's seroice routine provision of transportation seroices. The City of Dubuque shall have final approval for the scheduling of any installation activities, and all coordination of scheduling shall happen through City of Dubuque Jule 58 Project Administrator, Renee Tyler. A minimum of one (1) work bay shall be provided inside the designated maintenance area for use in installation. All equipment and materials shall be delivered to the specified addresses. All equipment and materials required to retrofit City of Dubuque Jule's current fleet and install the back office system administration components shall be delivered to City of Dubuque Jule operations facility. All equipment and materials required to install AFC units in City of Dubuque Jule's vehicles shall be delivered to City of Dubuque Jule Operations Transportation Center. The entire AFC system shall be installed and be fully functional for agency-acronym's vehicle fleet within 250 days from agency-acronym's issuing the Notice to Proceed to the selected Contractor. The AFC and related equipment required for installation in the new vehicles shall follow a schedule coordinated between Transit and the Contractor. 8.7 Subcontractors If the Contractor proposes to use subcontractors for any part of the project work, the names, addresses and contact information for any proposed subcontractors shall be furnished in writing to the City as required in this RFP. The selection of subcontractors must be acceptable to the City, and if in the City's judgment there is any failure to pertorm the work in strict accordance with the specifications and requirements of this RFP, the Contractor shall discharge the contractor upon receiving notification by the City. This shall in no way release the Contractor from its obligations under the Contract Documents. The Contractor shall be fully responsible to the City for the acts and omissions of its subcontractors. Nothing contained herein shall create any contractual relationship between the City and any subcontractor. 8.8 Time of Performance All proposals shall include an estimated project timeline, which must conform to a 250- day period from the issuance of Notice to Proceed. 8.9 Central System — Servers and Software The City of Dubuque's IT department will provide the central server environment for the new AFC back office system. It is preferred that the back office system is web based, and will operate on standard Microsoft SQL servers in a virtualized environment. Please describe your back office system complete storage and virtual machine requirements to operate with 7 years of history. • All back office system components shall be stand-alone, compatible with current City of Dubuque Jule's equipment, including the console, keyboard, and accessories, to include central and remote locations. • All data shall be protected from loss, unauthorized modification, and/or disclosure while maintained on the back office system. • Access to servers shall be password protected. 8.10 Change in Scope of Project No change in scope shall be permitted without the prior written agreement of both parties. 59 8.11 Substitution of Project Team Members The Project Manager, partners, management, other supervisory staff and technical specialists proposed for the project may be changed if those personnel leave the Contractor. These personnel may also be changed for other reasons however, in either case, the City retains the right to approve or reject the replacements and no replacements shall begin working on the project without the express, prior written permission of the City of Dubuque. 8.12 Insurance The Contractor shall at all times during the pertormance of this Agreement provide insurance as required by the Insurance Schedule, 10.0. 8.13 Bonds 8.13.1 Bid Bond Each proposal must be accompanied by a satisfactory bid bond, in a separate envelope and clearly labeled in the same manner as the proposal forms, executed by the proposer and an acceptable surety; or a cashier's or certified check payable to the City Treasurer, City of Dubuque, drawn on a bank in lowa or a bank chartered under the laws of the United States, in the amount of ten percent (10°k) of the proposal submitted as security that the proposer will enter into a contract for doing the work and will give bond with proper securities for the faithful performance of the contract in the form attached to the specifications. 8.13.2 Pertormance and Payment Bonds The successful proposer shall, within (10) calendar days after the date of the City Notice of Award shall also furnish a Contractor's Performance and Payment Bond in the form included in 10.0 and shall bear the same date as, or a date subsequent to, the date of the Contract. The power of attorney for the person who signs for any surety company shall be attached to such bond. 8.14 Indemnification To the fullest extent permitted by law, Contractor shall indemnify and hold harmless the City from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from pertormance of the Contract, provided that such claim, damages, loss or expense is attributable to bodily injury, sickness, disease or death, or injury to or destruction of property (other than the Project itsel� including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor's Subcontractor, or anyone directly or indirectly employed by Contractor or the Subcontractor or anyone for whose acts the Contractor or Subcontractor may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. 8.15 Errors and Omissions In the event that the work product prepared by the Contractor is found to be in error and revision or reworking the work product is necessary, the Contractor agrees that it shall do such revisions without expense to the City, even though final payment may have been 60 received. The Contractor must give immediate attention to these changes so there will be a minimum of delay during construction. The above and foregoing is not to be constructed as a limitation of the City's right to seek recovery of damages for negligence on the part of the Contractor herein. 8.16 Subletting, Assignment, or Transfer Subletting, assignment, or transfer of all or part of the interest of the Contractor in this Contract is prohibited unless written consent is obtained from the Director of Transportation Services and approved by the City. 8.17 Americans With Disabilities Act (ADA) Compliance 8.17.1 The Contractor shall comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101 et seq.) and applicable federal regulations under the Act. 8.17.2 The Contractor Bids for design, construction, programs, policies and concessions of any type shall comply with the 2010 Standards for Accessible Design, the ADA title II regulation, Section 504 of the 1973 Rehabilitation Act, and similar statutes and regulations prohibiting discrimination on the basis of disability. 8.17.3 The Contractor shall ensure that its websites and all online services, including those websites or online services provided by third parties upon which Dubuque relies to provide services or content, comply with, at minimum, Web Content Accessibility Guidelines - WCAG 2.0 AA. 8.18 Assignment The City and the Contractor each is hereby bound and the partners, successors, executors, administrators and legal representatives of the City and the Contractor are hereby bound to the other Party to the Contract and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other Party, in respect of all; covenants, agreements and obligations of the Contract. Any assignment or attempt at assignment made without prior written consent of the City shall be void. 8.19 Bid Currency/Language All bid prices shall be shown in US Dollars ($). All prices must remain firm for the duration of the contract regardless of the exchange rate. All bid responses must be submitted in English. 8.20 Proposal Information is Public The proposal and all documents submitted with any proposal shall become public documents subject to lowa Code Chapter 22, which is otherwise known as the "lowa Open Records Law". By submitting the proposal any document to the City of Dubuque in connection with a proposal, the submitting party recognizes this and waives any claim against the City of Dubuque and any of its officers and employees relating to the release of any document or information submitted. Each submitting party shall hold the City of Dubuque and its officers and employees harmless from any claims arising from the 61 release of any document or information made available to the City of Dubuque arising from any opportunity. Proposal information requested by the public or other proposers will be provided in an alternative format if the requestor is a person with a disability and requires an alternative form for comprehension. 8.21 Proposal Rejection or Partial Acceptance The City reserves the right to accept or reject any or all proposals or parts thereof. The City further reserves the right to waive technicalities and formalities in proposals, as well as to accept in whole or in part such proposals where it is deemed advisable in protection of the best interests of the City. 8.22 Conflict of Interest Contractor represents, warrants, and covenants that no relationship exists or will exist during the Contract period between the Contractor and the City that is a conflict of interest. No employee, officer or agent of the Contractor shall participate in the selection or in the award if a conflict of interest, real or apparent, exists. The provisions of lowa Code ch. 68B shall apply to the Contract. If a conflict of interest is proven to the City, the City may terminate the Contract, and Contractor shall be liable for any excess costs to the City as a result of the conflict of interest. The Contractor shall establish safeguards to prevent employees, consultants, or members of governing bodies from using their positions for purposes that are, or give the appearance of being, motivated by the desire for private gain for themselves or others with whom they have family, business, or other ties. The Contractor shall report any potential, real, or apparent conflict of interest to the City. 8.23 Contract Documents The Contract Documents are this Contract, the Request for Proposals, the Contractor's Proposal and Contract Proposal Pricing Form, and the following additional documents, if any. In the event of a dispute with respect to any term or condition in the Contract Documents, they shall be interpreted in the following order: this Contract, the Request for Proposals, the Contractor's Proposal and Contract Proposal Pricing Form. 8.24 Disputes Should any disputes arise with respect to the Contract, the Parties agree to act immediately to resolve such disputes. Time is of the essence in the resolution of disputes. The Contractor agrees that, the existence of a dispute notwithstanding, it will continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute and the City shall continue to make payment for all work properly performed. Should the Contractor fail to continue to pertorm its responsibilities regarding all non-disputed work, without delay, any additional costs incurred by the City or the Contractor as a result of such failure to proceed shall be borne by the Contractor. The unintentional delayed payment by the City to the Contractor of one or more invoices not in dispute in accordance with the terms of the Contract will not be cause for Contractor to stop or delay work. 62 8.25 FOB Point and Freight/Delivery Charges The FOB point, in terms of loss or damage, as well as where title to the goods is passed, shall be FOB-Destination. Freight/delivery charges are to be included in the quoted price of the goods, rather than as a separate line item. 8.26 Force Majeure Force majeure shall be any of the following events: acts of God or the public enemy; compliance with any order, rule, regulation, decree, or request of any governmental authority or agency or person purporting to act therefore; acts of war, public disorder, rebellion, terrorism, or sabotage; floods, hurricanes, or other storms; strikes or labor disputes; or any other cause, whether or not of the class or kind specifically named or referred to herein, not within the reasonable control of the party affected. A delay in or failure of performance of either party shall not constitute a default hereunder nor be the basis for, or give rise to, any claim for damages, if and to the extent such delay or failure is caused by force majeure. The party who is prevented from performing by force majeure shall be obligated, within a period not to exceed fourteen (14) days after the occurrence or detection of any such event, to give notice to the other party setting forth in reasonable detail the nature thereof and the anticipated extent of the delay, and shall remedy such cause as soon as reasonably possible, as mutually agreed between the parties. 8.27 Laws and Regulations The Contract shall be governed, interpreted and enforced in accordance with all applicable federal, State of lowa, and local laws, ordinances, licenses and regulations and shall apply to the Contract throughout, as the case may be. The Contractor certifies that in performing the Contract it will comply with all applicable provisions of the federal, state, and local laws, ordinances, licenses and regulations. Venue for any action arising out of this Contract shall be the lowa District Court for Dubuque County, lowa. 8.28 No Gift Standard The City of Dubuque is committed to upholding the highest ethical standards in all of its business practices. This standard recognizes the need to avoid even the perception of improper gifts or favors to employees. Therefore, all suppliers have been asked to abide by the City's "No Gift" standard. The "No Gift" standard also applies to all offers of discounts or free items at any place of business targeted toward a City employee and not available to the general public, regardless of the value. Please reference City AP 4.10. 8.29 Non-Collusion Statement Neither the Contractor, nor anyone in the employment of the Contractor, has employed any person to solicit or procure the Contract nor will the Contractor make any payment or agreement for payment of any compensation in connection with the Contract. There is no contract, agreement or arrangement, either oral or written, expressed or implied, contemplating any division of compensation for Work rendered under the Contract or participation therein, directly or indirectly, by any other person, firm or corporation, except as documented in the Contract. Neither the Contractor, nor anyone in the employment of the Contractor, has either directly or indirectly entered into any agreement, participated 63 in any collusion or otherwise taken any action in restraint of free competitive procurement in connection with the Contract. 8.30 Non-Discrimination and Equal Opportunity All Contractors that engage in contracts with the City of Dubuque, lowa agree as follows: The Contractor will not discriminate against any employee or applicant for employment because of race, sex, color, creed, ancestry, national origin, marital status, familial status, religion, age, disability, sexual orientation, gender identity, genetic information, status with regard to public assistance, status as a veteran or any classification protected by federal, state, or local law, except where age and sex are essential bona fide occupational requirements, or where disability is a bona fide occupational disqualification. Such action shall include, but not be limited to the following; (a) employment, (b) upgrading, (c) demotion or transfer, (d) recruitment and advertising, (e) layoff or termination, (� rate of pay or other forms of compensation, and (g) selection for training, including apprenticeship. The Contractor further assures that managers and employees comply with both the spirit and intent of federal, state, and local legislation, government regulation, and executive orders in providing affirmative action as well as equal opportunity without regard to the protected classes, as stated above. The Contractor will include, or incorporate by reference, the provisions of the nondiscrimination clause in every contract or subcontract unless exempt by the rules, regulations or orders of the City's Affirmative Action Program and will provide in every contract or subcontract that said provision will be binding upon each Contractor. 8.31 Regulatory Agency Compliance Compliance with laws and regulations set forth by regulatory agencies is required. These agencies include, but are not limited to, OSHA — Occupational Safety & Health Agency, EPA — Environmental Protection Agency, ICC — Interstate Commerce Commission, DNR — Department of Natural Resources, DOT — Department of Transportation, and FTA- Federal Transit Authority. The City of Dubuque expects that Contractors will offer expertise on conformance of regulations applying to the products they sell and the work. 8.32 Safety Data Sheets The Hazard Communication Standard (HCS) requires chemical manufacturers, distributors, and importers to ensure that each container of hazardous chemicals leaving the workplace is labeled, tagged, or marked and to provide Safety Data Sheets (SDS) to communicate the hazards of hazardous chemical products. It is the chemical supplier's responsibility to determine which products are covered and to provide SDS with the initial shipment. It is also the chemical supplier's responsibility to provide any updated or revised SDS, as they become available for any products sold and delivered to the City of Dubuque. City of Dubuque employees shall not accept a shipment of any chemical that does not have a SDS attached or currently on file. Safety Data Sheets shall be available in alternative formats if the requestor is a person with a disability and requires an alternative format for comprehension. 8.33 Taxes 64 The City of Dubuque is exempt from sales tax and certain other use taxes. Any charges for taxes from which the City is exempt will be deducted from invoices before payment is made. 8.34 Termination of Contract The City may terminate the Contract at any time for any reason with or without cause. In that event, all finished or unfinished Work, reports, materials(s) prepared or furnished by the Contractor under the Contract shall, at the option of the City, become its property. If the Contract is terminated by the City as provided herein, the Contractor shall be paid for all Work which has been authorized, provided, and approved up to the effective date of termination. The City will not be subject to any termination fees from the Contractor. 8.35 Warranties The Contractor shall perform pertaining to the Project as set forth in the Contract. Contractor represents that the Project and all of its components shall be free of defects; shall be performed in a manner consistent with other Contractors in a similar industry and application; and shall conform to the requirements of the Contract. Contractor shall be responsible for the quality, technical accuracy, completeness and coordination of all Work performed under the Contract. Contractor shall, promptly and without charge, provide all corrective Work necessary as a result of Contractor's acts, errors, or omissions with respect to the quality and accuracy of the Work. Contractor shall be responsible for any and all damages to property or persons as a result of Contractor's acts, errors, or omissions, and for any losses or costs to repair or remedy any Work undertaken by City based upon the Work as a result of any such acts, errors, or omissions. Contractor's obligations shall exist without regard to, and shall not be construed to be waived by, the availability or unavailability of any insurance, either of City or Contractor. 8.36 Warranties — Intellectual Property Contractor represents and warrants that all the materials, goods and work produced, or provided to the City pursuant to the terms of the Contract shall be wholly original with the Contractor or that the Contractor has secured all applicable interests, rights, licenses, permits or other intellectual property rights in such materials, goods and work. The Contractor represents and warrants that the materials, goods and work, and the City's use of same, and the exercise by the City of the rights granted by the Contract shall not infringe upon any other work or violate the rights of publicity or privacy of, or constitute a libel or slander against, any person, firm, or corporation. Contractor further represents and warrants that the materials and works do not infringe upon the copyright, trademark, trade name, trade dress patent, statutory, common law or any other rights of any person, firm or corporation or other entity. The Contractor represents and warrants that it is the owner of or otherwise has the right to use and distribute the goods and work contemplated by the Contract. 65 9.0 SUPPLEMENTAL DOCUMENTATION Energy Conservation All Contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000): Vendor shall comply with mandatory standards and policies relating to energy efficiency, stated in the state energy conservation plan issued in compliance with the Energy Policy & Conservation Act. Clean Water All Contracts and Subcontracts over $100,000: Vendor shall comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq. Vendor shall report each violation to the recipient and understands and agrees that the recipient shall, in turn, report each violation as required to FTA and the appropriate EPA Regional Office. Vendor shall include these requirements in each subcontract exceeding $100,000 financed in whole or in part with FTA assistance. Access to Records and Reports Applicability — As shown below. These requirements do not apply to micro-purchases ($3,000 or less, except for construction contracts over $2,000) the following access to records requirements apply to this Contract: . Where the purchaser is not a State but a local government and is an FTA recipient or a sub grantee of FTA recipient in accordance with 49 CFR 18.36(i), Vendor shall provide the purchaser, the FTA, the US Comptroller General or their authorized representatives access to any books, documents, papers and Vendor records which are pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Vendor shall also, pursuant to 49 CFR 633.17, provide authorized FTA representatives, including any PMO Vendor, access to Vendor's records and construction sites pertaining to a capital project, defined at 49 USC 5302(a)1 , which is receiving FTA assistance through the programs described at 49 USC 5307, 5309 or 5311 . . Where the purchaser is a State and is an FTA recipient or a sub grantee of FTA recipient in accordance with 49CFR 633.17, Vendor shall provide the purchaser, authorized FTA representatives, including any PMO Vendor, access to Vendor's records and construction sites pertaining to a capital project, defined at 49 USC 5302(a) which receives FTA assistance through the programs described at 49 USC 5307, 5309 or 5311 . By definition, a capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. . Where the purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is an FTA recipient or a sub grantee of FTA recipient in accordance with 49 CFR 19.48, Vendor shall provide the purchaser, the FTA, the US Comptroller General or their authorized representatives, access to any books, documents, papers and record of the Vendor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 66 . Where a purchaser which is an FTA recipient or a sub grantee of FTA recipient in accordance with 49 USC 5325(a) enters into a contract for a capital project or improvement (defined at 49 USC 5302(a)1) through other than competitive bidding, Vendor shall make available records related to the contract to the purchaser, the Secretary of USDOT and the US Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. . Vendor shall maintain all books, records, accounts and reports required under this contract for a period of not less than three (3) years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Vendor agrees to maintain same until the recipient, FTA Administrator, US Comptroller General, or any of their authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Re: 49 CFR 18.39(i) (11). FTA does not require the inclusion of these requirements in subcontracts. Federal Changes . All Contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) Vendor shall comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between the purchaser and FTA, as they may be amended or promulgated from time to time during the term of the contract. Vendor's failure to comply shall constitute a material breach of the contract. Clean Air . Vendor shall comply with all applicable standards, orders or regulations pursuant to the Clean Air Act, 42 USC 7401 et seq. Vendor shall report each violation to the recipient and understands and agrees that the recipient will, in turn, report each violation as required to FTA and the appropriate EPA Regional Office. . Vendor shall include these requirements in each subcontract exceeding $100,000 financed in whole or in part with FTA assistance. Contract Work Hours & Safety Standards Act Applicability — Contracts over $100,000 . Overtime requirements - No Vendor or Sub Vendor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of 40 hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of 40 hours in such workweek. . Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph (1) Of this section, Vendor and any Sub Vendor responsible therefore shall be liable for the unpaid wages. In addition, such Vendor and Sub Vendor shall be liable for liquidated damages. Such 67 liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in para. (1) of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of 40 hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. . Withholding for unpaid wages and liquidated damages - the recipient shall upon its own action or upon written request of USDOL withhold or cause to be withheld, from any moneys payable on account of work pertormed by Vendor or Sub Vendor under any such contract or any other Federal contract with the same prime Vendor, or any other federally-assisted contract subject to the Contract Work Hours & Safety Standards Act, which is held by the same prime Vendor, such sums as may be determined to be necessary to satisfy any liabilities of such Vendor or Sub Vendor for unpaid wages and liquidated damages as provided in the clause set forth in para. (2) of this section. . Subcontracts - Vendor or Sub Vendor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the Sub Vendors to include these clauses in any lower tier subcontracts. Prime Vendor shall be responsible for compliance by any Sub Vendor or lower tier Sub Vendor with the clauses set forth in this section. No Government Obligation to Third Parties Applicability — All contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) . The recipient and Vendor acknowledge and agree that, notwithstanding any concurrence by the US Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the US Government, the US Government is not a party to this contract and shall not be subject to any obligations or liabilities to the recipient, the Vendor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. . Vendor agrees to include the above clause in each subcontract financed in whole or in part with FTA assistance. It is further agreed that the clause shall not be modified, except to identify the Sub Vendor who will be subject to its provisions. Program Fraud and False or Fraudulent Statements or Related Acts . Applicability — All contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) . Vendor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR 31 , apply to its actions pertaining to this project. Upon execution of the underlying contract, Vendor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, Vendor further acknowledges that if it makes, or causes to be 68 made, a false, fictitious, or fraudulent claim, statement, submittal, or certification, the US Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act (1986) on Vendor to the extent the US Government deems appropriate. . If Vendor makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submittal, or certification to the US Government under a contract connected with a project that is financed in whole or in part with FTA assistance under the authority of 49 USC 5307, the Government reserves the right to impose the penalties of 18 USC 1001 and 49 USC 5307(n)(1) on Vendor, to the extent the US Government deems appropriate. . Vendor shall include the above two clauses in each subcontract financed in whole or in part with FTA assistance. The clauses shall not be modified, except to identify the Sub Vendor who will be subject to the provisions. Termination Applicability — All Contracts over $10,000, except contracts with nonprofit organizations and institutions of higher learning, where the threshold is $100,000 . Termination for Convenience (General Provision) the recipient may terminate this contract, in whole or in part, at any time by written notice to Vendor when it is in the recipienYs best interest. Vendor shall be paid its costs, including contract close- out costs, and profit on work performed up to the time of termination. Vendor shall promptly submit its termination claim to the recipient. If Vendor is in possession of any of the recipienYs property, Vendor shall account for same, and dispose of it as the recipient directs. . Termination for Default [Breach or Cause] (General Provision) If Vendor does not deliver items in accordance with the contract delivery schedule, or, if the contract is for services, and Vendor fails to perform in the manner called for in the contract, or if Vendor fails to comply with any other provisions of the contract, the recipient may terminate this contract for default. Termination shall be effected by serving a notice of termination to Vendor setting forth the manner in which Vendor is in default. Vendor shall only be paid the contract price for supplies delivered and accepted, or for services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the recipient that Vendor 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 Vendor, the recipient, after setting up a new delivery or performance schedule, may allow Vendor to continue work, or treat the termination as a termination for convenience. . Opportunity to Cure (General Provision) the recipient in its sole discretion may, in the case of a termination for breach or default, allow Vendor an appropriately short period of time in which to cure the defect. In such case, the notice of termination shall state the time period in which cure is permitted and other appropriate conditions If Vendor fails to remedy to the recipienYs satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Vendor or written notice from the recipient setting forth the nature of said breach or default, the recipient shall have the right to terminate the Contract without any further obligation to Vendor. Any such termination for default 69 shall not in any way operate to preclude the recipient from also pursuing all available remedies against Vendor and its sureties for said breach or default. . Waiver of Remedies for any Breach In the event that the recipient elects to waive its remedies for any breach by Vendor of any covenant, term or condition of this Contract, such waiver by the recipient shall Not limit its remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. . Termination for Convenience (Professional or Transit Service Contracts) the recipient, by written notice, may terminate this contract, in whole or in part, when it is in the recipienYs interest. If the contract is terminated, the recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. . Termination for Default (Supplies and Service) If Vendor fails to deliver supplies or to perform the services within the time specified in this contract or any extension, the recipient may terminate this contract for default. The recipient shall terminate by delivering to Vendor a notice of termination specifying the nature of default. Vendor shall 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 Vendor was not in default, the rights and obligations of the parties shall be the same as if termination had been issued forthe recipienYs convenience. . Termination for Default (Transportation Services) If Vendor fails to pick up the commodities or to pertorm the services, including delivery services, within the time specified in this contract or any extension or if Vendor fails to comply with any other provisions of this contract, the recipient may terminate this contract for default. The recipient shall terminate by delivering to Vendor a notice of termination specifying the nature of default. Vendor shall 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 Vendor has possession of the recipient goods, Vendor shall, as directed by the recipient, protect and preserve the goods until surrendered to the recipient or its agent. Vendor and the recipient shall agree on payment for the preservation and protection of goods. Failure to agree on an amount shall be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that Vendor was not in default, the rights and obligations of the parties shall be the same as if termination had been issued for the recipienYs convenience. . Termination for Default (Construction) If Vendor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified, or any extension, or fails to complete the work within this time, or if Vendor fails to comply with any other provisions of this contract, the recipient may terminate this contract for default. The recipient shall terminate by delivering to Vendor a notice of termination specifying the nature of default. In this event, the recipient 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. Vendor and its sureties shall be liable for any damage to the recipient resulting from Vendor's refusal or failure to complete the �o work within specified time, whether or not Vendor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the recipient in completing the work. Vendor's right to proceed shall not be terminated nor shall Vendor be charged with damages under this clause if: 1 . Delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of Vendor. Examples of such causes include: acts of God, acts of the recipient, acts of another Vendor in the pertormance of a contract with the recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. Vendor, within 10 days from the beginning of any delay, notifies the recipient in writing of the causes of delay. If in the recipienYs judgment, delay is excusable, the time for completing the work shall be extended. The recipienYs judgment shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of Vendor's right to proceed, it is determined that Vendor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if termination had been issued for the recipienYs convenience. . Termination for Convenience or Default (Architect & Engineering) the recipient may terminate this contract in whole or in part, for the recipienYs convenience or because of Vendor's failure to fulfill contract obligations. Recipient shall terminate by delivering to Vendor a notice of termination specifying the nature, extent, and effective date of termination. Upon receipt of the notice, Vendor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliverto the recipient all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If termination is for the recipienYs convenience, it shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If termination is for Vendor's failure to fulfill contract obligations, the recipient may complete the work by contact or otherwise and Vendor shall be liable for any additional cost incurred by the recipient. If, after termination forfailure to fulfill contract obligations, it is determined that Vendor was not in default, the rights and obligations of the parties shall be the same as if termination had been issued for the recipienYs convenience. . Termination for Convenience or Default (Cost-Type Contracts) the recipient may terminate this contract, or any portion of it, by serving a notice or termination on Vendor. The notice shall state whether termination is for convenience of the recipient or for default of Vendor. If termination is for default, the notice shall state the manner in which Vendor has failed to perform the requirements of the contract. Vendor shall account for any property in its possession paid for from funds received from the recipient, or property supplied to Vendor by the recipient. If termination is for default, the recipient may fix the fee, if the contract provides for a fee, to be paid to Vendor in proportion to the value, if any, of work performed up to the time of termination. Vendor shall promptly submit its termination claim to the recipient and the parties shall negotiate the termination settlement to be paid to Vendor. If termination is for the recipienYs convenience, Vendor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, 71 in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the recipient determines that Vendor 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 Vendor, the recipient, after setting up a new work schedule, may allow Vendor to continue work, or treat the termination as a termination for convenience. Government Wide Debarment and Suspension (Non-Procurement) Applicability — Contracts over $25,000 . This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Vendor is required to verify that none of the Vendors, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The Vendor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the Vendor certifies as follows: The certification in this clause is a material representation of fact relied upon by the recipient. If it is later determined that the Vendor knowingly rendered an erroneous certification, in addition to remedies available to the recipient, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Vendor agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Vendor further agrees to include a provision requiring such compliance in its lowertiercovered transactions. Contracts Involving Federal Privacy Act Requirements . 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 micro- purchases ($3,000 or less, except for construction contracts over $2,000). The following requirements apply to the Vendor and its employees that administer any system of records on behalf of the Federal Government under any contract: 1 . The Vendor 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 Vendor agrees to obtain the express consent of the Federal Government before the Vendor or its employees operate a system of records on behalf of the Federal Government. The Vendor 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 Vendor 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. 72 Civil Rights Requirements All contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) The following requirements apply to the underlying contract: . Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 USC 2000d, Sec. 303 of the Age Discrimination Act (1975), as amended, 42 USC 6102, Sec. 202 of the Americans with Disabilities Act (1990), 42 USC 12132, and 49 USC 5332, Vendor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age or disability. Vendor shall also comply with applicable Federal implementing regulations and other requirements FTA may issue. . Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: 1 . Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 USC 2000e, and 49 USC 5332, Vendor shall comply with all applicable equal employment opportunity requirements of USDOL, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, USDOL," 41 CFR 60 et seq., (implementing Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 USC 2000e), and any applicable Federal statutes, executive orders, regulations, and policies that may in the future affect construction activities undertaken in the course of the project. Vendor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Vendor shall comply with any implementing requirements FTA may issue. 2. Age - In accordance with Sec. 4 of the Age Discrimination in Employment Act (1967), as amended, 29 USC 623 and 49 USC 5332, Vendor shall refrain from discrimination against present and prospective employees for reason of age. Vendor shall also comply with any implementing requirements FTA may issue. 3. Disabilities - In accordance with Sec. 102 of the Americans with Disabilities Act (ADA), as amended, 42 USC 12112, Vendor shall comply with the requirements of US Equal Employment Opportunity Commission (EEOC), Regulations to Implement Equal Employment Provisions of the Americans with Disabilities Act, 29 CFR 1630, pertaining to employment of persons with disabilities. Vendor shall also comply with any implementing requirements FTA may issue. . Vendor shall include these requirements in each subcontract financed in whole or in part with FTA assistance, modified only if necessary to identify the affected parties. 73 Breaches and Dispute Resolution All contracts over $100,000 . Disputes arising in the performance of this contract which are not resolved by agreement of the parties shall be decided in writing by the recipienYs authorized representative. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, Vendor mails or otherwise furnishes a written appeal to the recipienYs CEO. In connection with such appeal, Vendor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the recipienYs CEO shall be binding upon Vendor and Vendor shall abide by the decision. Performance During Dispute - Unless otherwise directed by the recipient, Vendor shall continue performance under this contract while matters in dispute are being resolved. Claims for Damages - Should either party to the contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within ten days after the first observance of such injury or damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the recipient and Vendor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competentjurisdiction within the residing State. Rights and Remedies - Duties and obligations imposed by the contract documents and the rights and remedies available there under shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the recipient or Vendor shall constitute a waiver of any right or duty afforded any of them under the contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach there under, except as may be specifically agreed in writing. Disadvantaged Business Enterprise Contracts over $3,000 awarded on the basis of a bid or proposal offering to use DBEs . This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, and Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10°k. The recipienYs overall goal for DBE participation is .43°k. . The Vendor shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The Vendor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this contract. Failure by the Vendor 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 municipal corporation deems appropriate. Each subcontract the Vendor signs with a Sub Vendor must include the assurance in this paragraph (see 49 CFR 26.13(b)). 74 . If a separate contract goal has been established, Vendors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. . If no separate contract goal has been established, the successful Vendor will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. . The Vendor is required to pay its Sub Vendors performing work related to this contract for satisfactory performance of that work no later than 30 days after the Vendor's receipt of payment forthat work from the recipient. In addition, the Vendor may not hold retainage from its Sub Vendors or must return any retainage payments to those Sub Vendors within 30 days after the Sub Vendor's work related to this contract is satisfactorily completed or must return any retainage payments to those Sub Vendors within 30 days after incremental acceptance of the Sub Vendor's work by the recipient and Vendor's receipt of the partial retainage payment related to the Sub Vendor's work. . The Vendor must promptly notify the recipient whenever a DBE Sub Vendor performing work related to this contract is terminated or fails to complete its work and must make good faith efforts to engage another DBE Sub Vendor to pertorm at least the same amount of work. The Vendor may not terminate any DBE Sub Vendor and perform that work through its own forces or those of an affiliate without prior written consent of the recipient. Incorporation of Federal Transit Administration (FTA) Terms All contracts except micro-purchases ($3,000 or less, except for construction contracts over $2,000) . The preceding provisions include, in part, certain Standard Terms & Conditions required by USDOT, whether or not expressly stated in the preceding contract provisions. All USDOT-required contractual provisions, as stated 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 Vendor shall not perform any act, fail to perform any act, or refuse to comply with any request that would cause the recipient to be in violation of FTA terms and conditions. Full and Open Competition . In accordance with 49 U.S.C. § 5325(a) all procurement transactions shall be conducted in a manner that provides full and open competition. Prohibition against Exclusionary or Discriminatory Specifications . Apart from inconsistent requirements imposed by Federal statute or regulations, the Vendor shall comply with the requirements of 49 USC 5323(h)(2) by refraining from using any FTA assistance to support procurements using exclusionary or discriminatory specifications. 75 Conformance with ITS National Architecture . Vendor shall conform, to the extent applicable, to the National Intelligent Transportation Standards architecture as required by SAFETEA-LU Section 5307(c), 23 U.S.C. Section 512 note and follow the provisions of FTA Notice, "FTA National Architecture Policy on Transit Projects," 66 Fed. Reg.1455 established. January 8, 2001 , and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. Access Requirements for Persons with Disabilities . Vendor shall comply with 49 USC 5301(d), stating Federal policy that the elderly and persons with disabilities have the same rights as other persons to use mass transportation services and facilities and that special efforts shall be made in planning and designing those services and facilities to implement that policy. Vendor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation Act (1973), as amended, 29 USC 794, which prohibits discrimination on the basis of handicaps, and the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments thereto. Notification of Federal Participation . To the extent required by law, in the announcement of any third party contract award for goods and services (including construction services) having an aggregate value of$500,000 or more, Vendor shall specify the amount of Federal assistance to be used in financing that acquisition of goods and services and to express that amount of Federal assistance as a percentage of the total cost of the third party contract. Interest of Members or Delegates to Congress . No members of, or delegates to, the US Congress shall be admitted to any share or part of this contract nor to any benefit arising therefrom. Ineligible Vendors and Sub Vendors . Any name appearing upon the Comptroller General's list of ineligible Vendors for federally assisted contracts shall be ineligible to act as a Sub Vendor for Vendor pursuant to this contract. If Vendor is on the Comptroller General's list of ineligible Vendors for federally financed or assisted construction, the recipient shall cancel, terminate or suspend this contract. Other Contract Requirements . To the extent not inconsistent with foregoing Federal requirements, this contract shall also include those standard clauses attached hereto, and shall comply with the recipienYs Procurement Guidelines, available upon request from the recipient. 76 Compliance with Federal Regulations . Any contract entered pursuant to this solicitation shall contain the following provisions: All USDOT-required contractual provisions, as set forth in FTA Circular 4220.1 F, are incorporated by reference. Anything to the contrary herein notwithstanding, FTA mandated terms shall control in the event of a conflict with other provisions contained in this Agreement. Vendor shall not pertorm any act, fail to perform any act, or refuse to comply with any grantee request that would cause the recipient to be in violation of FTA terms and conditions. Vendor shall comply with all applicable FTA regulations, policies, procedures and directives, including, without limitation, those listed directly or incorporated by reference in the Master Agreement between the recipient and FTA, as may be amended or promulgated from time to time during the term of this contract. Vendor's failure to so comply shall constitute a material breach of this contract. Real Property . Any contract entered into shall contain the following provisions: Vendor shall at all times comply with all applicable statutes and USDOT regulations, policies, procedures and directives governing the acquisition, use and disposal of real property, including, but not limited to, 29 CFR 18.31 , 49 CFR 24 Subpart B, FTA Circular 5010.1 D, and FTA Master Agreement, as they may be amended or promulgated during the term of this contract. Vendor's failure to so comply shall constitute a material breach of this contract. Access to Services for Persons with Limited English Proficiency . To the extent applicable and except to the extent that FTA determines otherwise in writing, the Recipient agrees to comply with the policies of Executive Order No. 13166, "Improving Access to Services for Persons with Limited English Proficiency," 42 U.S.C. § 2000d 1 note, and with the provisions of U.S. DOT Notice, "DOT Guidance to Recipients on Special Language Services to Limited English Proficient (LEP) Beneficiaries," 70 Fed. Reg. 74087, December 14, 2005. Environmental Justice . The Recipient agrees to comply with the policies of Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low Income Populations," 42 U.S.C. § 4321 note, except to the extent that the Federal Government determines otherwise in writing. Environmental Protections . Compliance is required with any applicable Federal laws imposing environmental and resource conservation requirements for the project. Some, but not all, of the major Federal laws that may affect the project include: the National Environmental Policy Act of 1969; the Clean Air Act; the Resource Conservation and Recovery Act; the comprehensive Environmental response, Compensation and Liability Act; as well as environmental provisions with Title 23 U.S.C., and 49 U.C. chapter 53. The U.S. EPA, FHWA and other federal agencies may issue other federal regulations and directives that may affect the project. Compliance is required with 77 any applicable Federal laws and regulations in effect now or that become effective in the future. Geographic Information and Related Spatial Data . Any project activities involving spatial data or geographic information systems activities financed with Federal assistance are required to be consistent with the National Spatial Data Infrastructure promulgated by the Federal Geographic Data Committee, except to the extent that FTA determines otherwise in writing. Federal Single Audit Requirements for State Administered Federally Aid Funded Projects Only . Non-Federal entities that expend $500,000 or more in a year in Federal awards from all sources are required to comply with the Federal Single Audit Act provisions contained in U.S. Office of Management and Budget (OMB) Circular No. A 133, Audits of States, Local Governments, and Non Profit Organizations. Non-Federal entities that expend Federal awards from a single source may provide a program specific audit, as defined in the Circular. Non Federal entities that expend less than $500,000 in a year in Federal awards from all sources are exempt from Federal audit requirements for that year, except as noted in '3052.215(a), but records must be available for review or audit by appropriate officials of the Federal and State agencies. Catalog of Federal Domestic Assistance (CFDA) Identification Number . The municipal project sponsor is required to identify in its accounts all Federal awards received and expended, and the Federal programs under which they were received. Federal program and award identification shall include, as applicable, the CFDA title and number, award number and year, name of the Federal agency, and name of the pass through entity. CFDA number for the Federal Transportation Administration . A Recipient covered by the Single Audit Act Amendments of 1996 and OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit Organizations," agrees to separately identify the expenditures for Federal awards under the Recovery Act on the Schedule of Expenditures of Federal Awards (SEFA) and the Data Collection Form (SF-SAC) required by OMB Circular A-133. The Recipient agrees to accomplish this by identifying expenditures for Federal awards made under Recovery Act separately on the SEFA, and as separate rows under Item 9 of Part III on the SFSAC by CFDA number, and inclusion of the prefix "ARRA" in identifying the name of the Federal program on the SEFA and as the first characters in Item 9d of Part III on the SF-SAC. FLY AMERICA REQUIREMENTS . The Vendor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and sub recipients of Federal funds and their �a Vendors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Vendor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Vendor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. CARGO PREFERENCE REQUIREMENTS . The Vendor 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 Vendor in the case of a Sub Vendor's bill-of-lading.) 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. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS . Minimum wages - All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereo� 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 Vendor 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) 79 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 pertorming 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 shall be posted at all times by the Vendor and its Sub Vendors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. ao 10A CONTRACT PRICE PROPOSAL FORM The proposer shall, at its sole cost and expense, provide, perform and complete in the manner described and specified in this Request for Proposal all necessary labor, services, transportation, equipment, materials, apparatus, information, data, freight and other items necessary to accomplish the Project as defined, in accordance with the Request for Proposals. The proposal must also include procuring and furnishing all approvals and authorizations, permits, and certificates and policies of insurance as specified herein necessary to complete the Project. Total Contract Price $ The proposer agrees, at its sole cost and expense, provide, pertorm and complete in the manner described and specified in this Request for Proposal all necessary labor, services, transportation, equipment, materials, apparatus, information, data, freight and other items necessary to accomplish the Project as defined, in accordance with the Request for Proposals which are incorporated into this Proposal by reference. This Proposal also includes procuring and furnishing all approvals and authorizations, permits, and certificates and policies of insurance as specified herein necessary to complete the Project. Name of Company: Authorized Signature: Date: Address: City: County State: Zip E-mail: Phone ( ) Fax # ( ) Federal ID Number lowa Department of Labor Registration Number, if applicable 81 ITEM QTY UNIT PRICE EXTENSION HARDWARE SOFTWARE& LICENSING SERVICES(IMPLEMENTATION &TRAINING) WARRANTY MAINTENANCE&SUPPORT 82 ITEM QTY UNIT PRICE EXTENSION OTHER 83 Acknowledqement of Addenda It is the Vendor's responsibility to check for issuance of any addenda. The Vendor hereby acknowledges receipt of the following addenda: Addenda Date: Addenda Date: Number: Number: Addenda Date: Addenda Date: Number: Number: Addenda Date: Addenda Date: Number: Number: Addenda Date: Addenda Date: Number: Number: 84 PERFORMANCE and PAYMENT BOND KNOW ALL BY THESE PRESENTS: That we, , as Principal (hereinafter the "Contractor" or "Principal") and , as Surety are held and firmly bound unto the City of Dubuque, Iowa, as Oblige (hereinafter referred to as "Owner"), and to all persons who may be injured by any breach of any of the conditions of this Bond in the penal sum of dollars ($ ), lawful money of the United States, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, legal representatives and assigns, jointly or severally, firmly by these presents. The conditions of the above obligations are such that whereas said Contractor entered into a contract with the Owner, bearing date the day of , 2019, (hereinafter the "Contract") wherein said Contractor undertakes and agrees to construct the following project in accordance with the Contract Documents, and to faithfully perform all the terms and requirements of said Contract within the time therein specified, in a good and workmanlike manner, and in accordance with the Contract Documents. The Contract Documents for an Automatic Fare Collection System and Demand Response System. Project detail the following described improvements: Replacement upgrade and installation of an Automatic Fare Collection System and Demand Response System. It is expressly understood and agreed by the Contractor and Surety in this Bond that the following provisions are a part of this Bond and are binding upon said Contractor and Surety, to-wit: 1. PERFORMANCE: The Contractor shall well and faithfully observe, perform, fulfill, and abide by each and every covenant, condition, and part of said Contract and Contract Documents, by reference made a part hereof, for the project, and shall indemnify and save harmless the Owner from all outlay and expense incurred by the Owner by reason of the Contractor's default of failure to perform as required. The Contractor shall also be responsible for the default or failure to perform as required under the Contract and Contract Documents by all its subcontractors, 85 suppliers, agents, or employees furnishing materials or providing labor in the performance of the Contract. 2. PAYMENT: The Contractor and the Surety on this Bond hereby agreed to pay all just claims submitted by persons, firms, subcontractors, and corporations furnishing materials for or performing labor in the performance of the Contract on account of which this Bond is given, including but not limited to claims for all amounts due for labor, materials, lubricants, oil, gasoline, repairs on machinery, equipment, and tools, consumed or used by the Contractor or any subcontractor, wherein the same are not satisfied out of the portion of the contract price the Owner is required to retain until completion of the improvement, but the Contractor and Surety shall not be liable to said persons, firms, or corporations unless the claims of said claimants against said portion of the contract price shall have been established as provided by law. The Contractor and Surety hereby bind themselves to the obligations and conditions set forth in Chapter 573 of the Iowa Code, which by this reference is made a part hereof as though fully set out herein. 3. GENERAL: Every Surety on this Bond shall be deemed and held bound, any contract to the contrary notwithstanding, to the following provisions: A. To consent without notice to any extension of time authorized in approved change orders to the Contractor in which to perform the Contract; B. To consent without notice to any change in the Contract or Contract Documents, authorized in approved change orders which thereby increases the total contract price and the penal sum of this Bond, provided that all such changes do not, in the aggregate, involve an increase of more than twenty percent (20%) of the total contract price, and that this Bond shall then be released as to such excess increase; C. To consent without notice that this Bond shall remain in full force and effect until the Contract is completed, whether completed within the specified contract period, within an extension thereof, or within a period of time after the contract period has elapsed and the liquidated damage penalty is being charged against the Contractor. The Contractor and every Surety on the Bond shall be deemed and held bound, any contract to the contrary notwithstanding, to the following provisions: 86 D. That no provision of this Bond or of any other contract shall be valid that limits to less than five (5) years after the acceptance of the work under the Contract the right to sue on this Bond. E. That is used herein, the phrase "all outlay and expense" is not to be lunited in any way, but shall include the actual and reasonable costs and expenses incurred by the Owner including interest, benefits, and overhead where applicable. Accordingly, "all outlay and expense" would include but not be limited to all contract or employee expense, all equipment usage or rental, materials, testing, outside experts, attorney's fees (including overhead expenses of the Owner's staff attorneys), and all costs and expenses of litigation as they are incurred by the Owner. It is intended the Contractor and Surety will defend and indemnify the Owner on all claims made against the Owner on account of Contractor's failure to perform as required in the Contract and Contract Documents, that all agreements and promises set forth in the Contract and Contract Documents, in approved change orders, and in this Bond will be fulfilled, and that the Owner will be fully indemnified so that it will be put into the position it would have been in had the Contract been performed in the first instance as required. In the event the Owner incurs any "outlay and expense" in defending itself against any claim as to which the Contractor or Surety should have provided the defense, or in the enforcement of the promises given by the Contractor in the Contract, Contract Documents, or approved change orders, or in the enforcement of the promises given by the Contractor and Surety in this Bond, the Contractor and Surety agree that they will make the Owner whole for all such outlay and expense, provided that the Surety's obligation under this Bond shall not exceed one hundred twenty-five percent (125%) of the penal sum of this Bond. In the event that any actions or proceedings are initiated regarding this Bond, the parties agree that the venue thereof shall be Dubuque County, State of Iowa. If legal action is required by the Owner to enforce the provisions of this Bond or to collect the monetary obligation incurring to the benefit of the Owner, the Contractor and the Surety agree, jointly, and severally, to pay the Owner all outlay and expense incurred therefor by the Owner. All rights, powers, and remedies of the Owner hereunder shall be cumulative and not alternative and shall be in addition to all rights, powers, and remedies given to the Owner, by law. The Owner may proceed against surety for any amount guaranteed hereunder whether action is brought against the Contractor or whether Contractor is joined in any such action(s) or not. 87 NOW THEREFORE, the condition of this obligation is such that if said Principal shall faithfully perform all the promises of the Principal, as set forth and provided in the Contract, in the Contract Documents, and in this Bond, then this obligation shall be null and void, otherwise it shall remain in full force and effect. When a work, term, or phrase is used in this Bond, it shall be interpreted or construed first as defined in this Bond, the Contract, or the Contract Documents; second, if not defined in the Bond, Contract, or Contract Documents, it shall be interpreted or construed as defined in applicable provisions of the Iowa Code; third, if not defined in the Iowa Code, it shall be interpreted or construed according to its generally accepted meaning in the construction industry; and fourth, if it has no generally accepted meaning in the construction industry, it shall be interpreted or construed according to its common or customary usage. Failure to specify or particularize shall not exclude terms or provisions not mentioned and shall not limit liability hereunder. The Contract and Contract Documents are hereby made a part of this Bond. Project No. Witness our hands, in triplicate, this day of , 2019. SURETY: PRINCIPAL: Surety Company Contractor By: By. Signature Attorney-in-Fact Officer Signature Printed Name of Attorney-in-Fact Officer Printed Name Company Name Title FORM APPROVED BY: CompanyAddress Representative for Owner City, State, Zip Code Company Telephone Number NOTE: 1. All signatures on this performance, payment, and maintenance Bond must be original signatures in ink; copies, facsimile, or electronic signatures will not be accepted. 88 2. This Bond must be sealed with the Surety's raised, embossing seal. 3. The name and signature of the Surety's Attorney-in-Fact/Officer entered on this Bond must be exactly as listed on the Certificate or Power of Attorney accompanying this Bond. ___= END OF SECTION =___ 5 BID BOND We as Principal (Contractor), and , as Surety, are held and firmly bound unto the City of Dubuque, Iowa (City), in the sum of$ (10% of (use numbers) The Bid amount), for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. The condition of this obligation is such that whereas the Principal has submitted the accompanying Bid, dated day of , 20 for Replacement upgrade and installation of an Automatic Fare Collection System and Demand Response System (Project) NOW, THEREFORE, if the Principal shall not withdraw said Bid within the period specified therein during the opening of same, or if no period specified, within thirty (30) days after said opening, and must within the period specified therefore, if no period be specified, within ten (10) days after date of City's Notice of Award, enter into a Contract with the City, in accordance with the Bid as accepted, and give Bond with good and sufficient surety or sureties, as may be required for the faithful performance and proper fulfillment of such Contract, then the above obligation shall be void and of no effect, otherwise to remain in full force. The full amount of this Bid Bond will be forfeited to the City as an Agreed Cost of Delay in the event that the Principal fails to execute the contract and provide the Bond as provided in the Contract Documents or by law. IN WITNESS WHEREOF, the above parties have executed this instrument under their several seals this day of , 20 the name and corporate seal of each corporate party being hereto affixed and duly signed by its undersigned representative pursuant to authority of its governing body. PRINCIPAL: SURETY: Contractor Name Surety Name By: By: Signature Signature Title Title 6 Date Date ___= END OF SECTION =___ 7 INSURANCE SCHEDULE H 1. Contractor shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in E�ibit I prior to the contract commencement Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent. Each certificate shall include a statement under Description of Operations: Project-Supply and Installation of an Automatic Fare Collection System and Demand Response System. 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide. 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque. 4. The contractor shall be required to carry the minimum coverage/limits, or greater if required by law or other legal agreement, in E�ibit I. Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque. 5. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. All required endorsements shall be attached to certificate. 7. Whenever a specific ISO form is referenced the current edition of the form must be used unless an equivalent form is approved by the Finance Director. The vendor must identify or list in writing all deviations and exclusions from the ISO form. 8. If contractor's limits of liability are higher than the required minimum limits then the vendor's limits shall be this agreement's required limits. 9. Contractor shall require all subcontractors and sub-subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub-subcontractors. Contractor agrees that it shall be liable for the failure of a subcontractor and sub-subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates from the contractor. 8 INSURANCE SCHEDULE H (continued) EXHIBIT I A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operations Aggregate Limit$1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit (any one occurrence) $50,000 Medical Payments $5,000 a) Coverage shall be written on an occurrence, not claims made, form. The general liability coverage shall be written in accord with ISO form CG0001 or business owners form BP0002. All deviations from the standard ISO commercial general liability form CG 0001, or Business owners form BP 0002, shall be clearly identified. b) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit." c) Include endorsement indicating that coverage is primary and non- contributory. d) Include Preservation of Governmental Immunities Endorsement (Sample attached). e) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 20 10 (Ongoing operations) or its equivalent. fl Policy shall include Waiver of Right to recover from others endorsement. B) WORKERS' COMPENSATION � EMPLOYERS LIABILITY Statutory benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85 as amended. Coverage A Statutory—State of Iowa Coverage B Employers Liability Each Accident $100,000 Each Employee-Disease $100,000 Policy Limit-Disease $500,000 Policy shall include Waiver of Right to Recover from Other endorsement. Nonelection of Workers' Compensation or Employers' Liability Coverage under Iowa Code sea 87.22 yes form attached 9 INSURANCE SCHEDULE H (continued) C) ENVIRONMENTAL IMPAIRMENT LIABILITY OR POLLUTION LIABILITY Coverage required: yes x no Pollution liability coverage shall be required if the lessee, contracting party, or permittee has any pollution exposure for abatement of hazardous or contaminated materials including, but not limited to, petroleum products, the removal of lead, asbestos, or PCBs. Pollution product and completed operations coverage shall also be covered. Each Occurrence $2,000,000 Policy Aggregate $4,000,000 1) Policy to include job site and transportation coverage. 1) Include additional insured for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 20 10. (Ongoing operations) as stated in A (6) above or its equivalent. 2) Include Preservation of Governmental Immunities Endorsement. 3) Provide evidence of coverage for 5 years after completion of project. D) PROFESSIONAL LIABILITY $1,000,000 Coverage required: _yes _x_ no Provide evidence of coverage for 5 years after completion of project. E) CYBERLIABILITY $1,000,000 Coverage required: _yes _X_ no Coverage for First and Third Party liability including but not limited to lost data and restoration, loss of income and cyber breach of information. F) UMBRELLA/EXCESS $1,000,000 X yes no Umbrella/excess liability coverage must be at least following form with the underlying policies included herein. 10 PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Non waiver of Governmental Immunitv. The insurer expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now e�sts and as it may be amended from time to time. 2. Claims Coveraee. The insurer further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now e�sts and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunitv. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurer. 4. Non-Denial of Coveraee. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Chanee in Policv. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN 11 Form 020096wd OS-02 ��lowa Department of Transportation CERTIFICATION OF RESTRICTIONS ON LOBBYING (For contracts or subcontracts with $100,000 or more value) The undersigned (Vendor) certifies, to the best of his/her knowledge and belief, 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 any 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 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 making lobbying contacts to 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 instruction as amended by government-wide guidance for new restrictions on lobbying 61 Fed. Reg. 1413(1/19/96). (3) The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients 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 certificate is a prerequisite for making or entering into this transaction imposed by 31 USC 1352. 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 Vendor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Vendor understands and agrees that the provisions of 31 USC 3801, et. seq., apply to this certification and disclosure, if any. Signature of Vendor's Authorized Official 12 Name and Title of Vendor's Authorized Official Date GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) 49 CFR Part 29, Executive Orders 12549, 12689, and 31 U.S.C.6101 (Contracts over$25,000) Background and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed$25,000 as well as any contract or subcontract (at any level) for federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions." Grantees, Vendors, and Sub Vendors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, Vendors, and Sub Vendors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Instructions for Certification: By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out below Suspension and Debarment: This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Vendor is required to verify that none of the Vendor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The Vendor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or Vendor certifies as follows: The certification in this clause is a material representation of fact relied upon by the recipient. If it is later determined that the bidder or Vendor knowingly rendered an erroneous certification, in addition to remedies available to the recipient, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or Vendor agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or Vendor further agrees to include a provision requiring such compliance in its lower tier covered transactions. Vendor Signature of Authorized Official Date_/_/_ Name and Title of Vendor's Authorized Official 13 �JIOWADOT P��^�F��m � � � - BitlOr7erNumber'. DISADVANTAGED BUSINESS ENTERPRISE(DBE)INFORMATION Lening Dale: STNTEMENT OF�BE COMMITMENTS Counry. (TobecamplMedininkbyALLbitltlersasperthewrrentDBEspecifiwfion.) pmposalltleMi�ica�ionNumber: iM1e wbmitlal olllis�orm wAM1 IM1e egnetl pmpoaal conslAules yom�BE cummAmen�. iM1elollwnngoroMwillEeSubmnVatletllocerti(etl�BEL�mS C.0011dd0!'. 1. I. 3. 4. 5. 6. i. �BEFl�m' Submrt Ose Amamrt OBE OBE �ahCantavtetl puo@ �uo@ �o�BE Suppller Gmmntlmen� PersonContatletl WOAorl�emsNbeSULcoirtracleG YesMa YesMo (Oollars� YeslNo �Oollars) Fnm Na No No oeie ves ves 5 ves S co�ma Frtm No No No oa� —ves � �vas g vas S conna frtm —No —No No a°1e �Ves � Yes � Ves 5 co.ia�i Fnm Wv No No a°1e Yes Vu � Yu � Con aa Fnm No No Na oa� � ves �res 5 �ves g co�iaa �.rm IJa No No ��e Ves Ves � Ves S Cmle[1 frtm =No �No ��No oaia —Ves —Yas 5 —Y� �$ ca,iam frtm � �No ' �No �No � oe'° ves � ves 5 ves 5 c�,iem Frtm � Na No No oam cu,iea � .ves �ru S Yu 5 Fnm No No Na oeie . .ves res 5 vas g coniaa � � ��Fw eean oee nrm amumns��name oinim amy6 a ams nuueeawnqeae m crostiwre e commumen�roe oee goei. i�eltlal��paN[ipaLmOtlMrvanmlmmlwlll�eLauJml00peiron�oll�eb�IMrsm[dumnSaWper[enINIM tldlars In volmm 5 Aadumn 61s v�evked i OlslriWlion:One[tyylobewdnitlNwilM1ddOnettpylolAe[mlrz[la. 14 Masterpiece on the Mississippi Dubuque AII•Ameriee City .snnomi,urx; cr aze 2007.2012.2013 2017*2019 Transportation Services Department 950 Elm Street Dubuque, IA 52001 Office (563) 589-4341 www.cityofdubuque.org TO: Michael C. Van Milligen, City Manager FROM: Renee Tyler, Director of Transportation Services SUBJECT: Genfare — Contract for fixed route equipment installati ffp the Jule i DATE: March 10, 2020 Purpose Finalzing the contract with Genfare for the installation of equipment in the Jule's fixed route bus fleet. Background The Jule awarded the RFP for the installation of fixed route fare collection's equipment to GenFare. Discussion The Dubuque City Attorney's office has reviewed and approved all insurane and bond requirements for this contract. The final version of the contract has been returned signed from Genfare. Action Required Present as a consent item for approval during the March 16th council meeting agenda. Cc: Jenny Larson, Budget Director Justin Harris -Davis, Operations Supervisor Russ Stecklien, Transportation Service Lisa Valentine, Tranportation Service attachment IOWA ADDITIONAL INSURED ENDORSEMENT Named Insured SPX Corporation Endorsement Number 165 Policy Symbol XSL Policy Number G71449208 Policy Period 01/01/2020 to 01/01/2021 Effective Date of Endorsement 02/11/2020 issued Ey (Name of Insurance Company) ACE American Insurance Company insert the policy number. The remainder of the information is tb,becompleted only when this endorsement is issued subsequent to the preparation of the,policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM EXCESS COMMERCIAL GENERAL LIABILITY POLICY EXCESS BUSINESS AUTO COVERAGE FORM EXCESS TRUCKERS COVERAGE. FORM SCHEDULED CITY The City of Dubuque, IA The city shown iri the Schedule (the "City"), including all its elected and appointed officials, all its employees and Volunteers, all its boards, commissions and/or authorities and their board members, employees, and volunteers,. are included as Additional Insureds with respect to liability arising out of the Insured's work and/or services performed for the City. This coverage shall be primary to the Additional Insureds, and not contributing with :any other insurance .or similar protection available to the Additional insureds, whether other available coverage be primary, contributing or excess.. The following additional provisions apply with respect to. the City; 1. Nonwaiver of Government Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City as an Additional Insured does not waive any of the defenses of governmental immunity available to the City under Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time.. 2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. ALL-43009 (05/14) ©Chubb. 20'16. All rights reserved, Page 1 of 2 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Named Insured SPX Corporation Endorsement Number 50 Policy Symbol XSL Policy Number G71449208 Policy Period 01/01/2020 to 01/01/2021 Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the in orma ion is to be completed on y w en mis en orsemen THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: EXCESS COMMERCIAL GENERAL LIABILITY POLICY SCHEDULE Name of Person or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. Authorized Agent XS-6W34 (09/95) Ptd. in U.S.A. Page 1 of 1 3. Assertion of Government Immunity. The City shall be responsible for asserting any defense: ofgovernmental immunity, and may do so at any time and .contained in this endorsement shall prevent the carrier from asserting the defense of governmental immunity on behalf of the City. 4. Non -Denial of Coverage: The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City under this policy for reasons of governmental immunity unless and until a court of competentjurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the. City: 5. No Other 'Change in Policy. The insurance carrier and the City agree that the .above. preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. 6. Cancellation and Material Change. Thirty .(30) days. Advance Written Notice of Cancellation, Non -Renewal, Reduction in insurance coverage and/or limits and ten (10) days written notice of non-payment of premium :shall be sent to the City at the address shown in the Schedule. This provision supersedes any standard cancellation statementon the Certificate of Insurance to which this endorsement is attached. Authorized Representative ALL-43009 (05/14) ©Chubb.:2016. Alt rights reserved: Page 2 of 2 the Additional Insured for the "ultimate net loss" in excess of the "retained limit" shown in the Declarations of this policy. Authorized Representative XS-20288a (05/14) ©Chubb. 2016. Al! rights reserved. Page 2 of 2 2 NON-CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insured SPX Corporation Endorsement Number 13 Policy Symbol XSL Policy Number G71449208 Policy Period 01/01/2020 to 01/01/2021 Effective Date of Endorsement 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. This endorsement modifies insurance provided under the following: EXCESS COMMERCIAL GENERAL LIABILITY POLICY Schedule Organization Any additional insured with whom you have agreed to provide such non- contributory insurance, pursuant to and as required under a written contract executed prior to the date of loss Additional Insured Endorsement XS-46688 08/15 - Additional Insured Owners, Lessees or Contractors XS-6W31c 02/17 - Additional Insured - Vendors XS-6W29b 02/17 - Additional Insured - Lessor of Leased Equipment XS-35042 02/12 - Additional Insured - Managers or Lessors of Premises XS-40708 11/13 - Additional Insured - Grantor of Licenses XS-47399 02/16 - Additional Insured - Owners, Lessees or Contractors XS-48065 01/17 -Additional Insured Owners, Lessees or Contractors LD-45934 07/15 (If no information is filled in, the schedule shall read: "All persons or entities added as additional insureds through an endorsement with the term "Additional Insured" in the title) For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to Section IV.4: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured") for a Toss we cover under this policy, this insurance will apply to such loss and is primary (subject to satisfaction of the "retained limit"), meaning that we will not seek contribution from the other insurance available to the Additional Insured. Your "retained limit" still applies to such loss, and we will only pay XS-20288a (05/14) ©Chubb. 2016. All rights reserved. Page 1 of 2 4. The limits shown inthe Declarations for Each Occurrence and Damage toPremises Rented to You continue to apply. However, such limits will be subject hothe Designated Project General Aggregate Limit, mowell oathe General Aggregate Limit shown inthe Declarations. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVERAGE A (SECTION |) which cannot be attributed to ongoing operations at o Designated 1Any ' m�ur��GEA��|��a��k�m�� General� Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and 2, Such payments shall not reduce the Designated Project General Aggregate Limit. C When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages becauof | "property da e"indudediniho^pnzducts-cumpketed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and will not reduce the General Aggregate Limit nor the Designated Project Genena|AggragatoLimiL D. If any one or more cfyour Designated Projects has been abandonod, de|oyed, or abandoned and then restorted, or if the authorized contracting parties deviate from p|ano, b|ueprinta, demigns, specifications or timetables, the project will still be deemed to be the same Designated Project. E. The provisions of Limits Of Insurance (SECTION i||) not otherwise modified by this endorsement mheU continue hmapply aostipulated. Authorized Representative Page 2of2 XS-20 g3(05110 Includes copyrighted material of Insurance Services Office, Inc. with its permission 4 DESIGNATED PROJECT(S) GENERAL AGGREGATE LIMIT Named Insured SPX Corporation Endorsement Number 170 Policy Symbol XSL Policy Number G71449208 Policy Period 01/01/2020 to 01/01/2021 Effective Date of Endorsement 02/18/2020 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. This endorsement modifies all insurance provided under the following: EXCESS GENERAL LIABILITY POLICY SCHEDULE: Designated Project(s): Automatic Fare Collection System and Demand Response System Designated Project General Aggregate Limit: $3,000,000 A. Subject to and eroding the General Aggregate Limit shown in the Declarations, for all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVERAGE A (SECTION I) which can be attributed only to ongoing operations at the Designated Project(s) shown in the Schedule above: 1. A separate Designated Project General Aggregate Limit applies to each Designated Project shown in the Schedule, and that limit is equal to the amount of the Designated Project General Aggregate Limit shown in the Schedule above. 2. The Designated Project General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or "property damageincluded in the "products -completed operations hazard", which damages can be attributed only to ongoing operations at a single Designated Project, regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under COVERAGE A for damages shall reduce the Designated Project General Aggregate Limit for that Designated Project and shall also reduce and erode the General Aggregate Limit shown in the Declarations. XS-29893 (05/10) Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc. with its permission 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaration C. However, this insurance does not apply to liability arising out of the negligent, willful or tortious misconduct of any person or organization included as additional insured hereunder. XS-48065 (01/17) Authorized Representative Includes copyrighted material of Insurance Services Office, Inc., with its permission, Page 2 of 2 23 ADDITIONAL INSURED ENDORSEMENT — OWNERS, LESSEES OR CONTRACTORS — DESIGNATED PERSON OR ORGANIZATION AND CONTRACT Named Insured Endorsement Number SPX Corporation 169 Policy Symbol Policy Number Policy Period XSL G71449208 01/01/2020 to 01/01/2021 Issued By Name of Insurance Company) ACE American Insurance Company Effective Date of Endorsement 02/18/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: EXCESS COMMERICAL GENERAL LIABILITY POLICY Schedule of Designated Person or Organization and Contract: City of Dubuque, IA Contract: Automatic Fare Collection System and Demand Response System A. Section II — Who is insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions in the performance of your ongoing operations for the additional insured at the location(s) designated in the Scheduled contract; or 2. The acts or omissions of those acting on your behalf in the performance of your ongoing operations for the additional insured at the location(s) designated in the Scheduled contract. 3. "Your Work" at the location designated and described in the Scheduled contract of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, The insurance afforded to such additional insured will not be broader than that which you are required by the Scheduled contract to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III Limits Of Insurance And Retained Limit: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: i. Required by the contract or agreement; or XS-48065 (01/17) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 2 LD-45934 (07/15) Authorized Representative Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 3 2. The portion of "your work" out of which the injury or damage arises has been put to its intended use by any persons or organization other than another contractor or subcontractor engaged in performing operations for oprincipal asopart ofthe same project. C. With respect tothe insurance afforded to such additional inaunad, the following is added to Section |U — Limits of Insurance And Retained Limit: If coverage provided tothe additional insured iy requiredby a contract oragreement, the most wewill pay on behalf of the additional insured is the amount of insurance: 1. Required bythe contract shown inthe Schedule; m 2. Available under the applicable Limits of Insurance shown inthe Declarations; whichever isless. D. Hovm*ver, this insurance does not apply to liability mhoinQ out of the neg|igont, willful or tortiouo misconduct of any person or organization included as additional insured hereunder. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaration. LD45984(07/15) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2o[5 7 ADDITIONAL INSURED ENDORSEMENT— OWNERS, LESSEES OR CONTRACTORS — DESIGNATED PERSON OR ORGANIZATION AND CONTRACT Named Insured SPX Corporation Endorsement Number 167 Policy Symbol XSL Policy Number G71449208 Policy Period 01/01/2020 to 01/01/2021 Effective Date of Endorsement 02/18/2020 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. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM EXCESS COMMERICAL GENERAL LIABILITY POLICY Schedule of Designated Person(s) or Organization(s) and Contract(s): City of Dubuque, IA Contract: Automatic Fare Collections System and Demand Response System A. Section II — Who is insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured at the location(s) designated in the Scheduled contract. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the Scheduled contract to provide for such additional insured. B. With respects to the insurance afforded to such additional insured, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or LD-45934 (07/15) Includes copyrighted material of Insurance Services Office, Inc., with its permission, Page 1 of 3 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS Named Insured SPX Corporation Endorsement Number 9 Policy Symbol ISA Policy Number H25287393 Policy Period 01/01/2020 TO 01/01/2021 Effective Date of Endorsement 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 e poIky. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This Endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIERS COVERAGE FORM AUTO DEALERS COVERAGE FORM We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make for injury or damage arising out of the use of a covered auto. The waiver applies only to the person or organization shown in the SCHEDULE. SCHEDULE Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. Authorized Representative DA-13115a (06/14) Page 1 of 1 -----1 A !tL' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 02/25/2020 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 Aon Risk Services Central, Inc. Grand Rapids MI Office 50 Louis Street NW Suite 200 Grand Rapids MI 49503 USA CONTACT PHONE FAX (A/C. No. Ext): (616) 456-5366 (A/C. No.): (616) 456-7451 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Genfare SPX Corporation 13320-A Ballantyne Corporate Place Charlotte NC 28277 USA INSURER A: ACE American Insurance company 22667 INSURER B: ACE Fire underwriters Insurance Co. 20702 INSURER c INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570080624416 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY XSLG71449208 01/01/2020 01/01/2021 EACH OCCURRENCE $5,000,000 CLAIMS -MADE X OCCUR SIR applies per policy terns & conditions DAMAGE TO RENTED PREMISES (Ea occurrence) $5,000,000 MED EXP (Any one person) PERSONAL& ADV INJURY $5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $25,000,000 X POLICY PRO-LOC JECT PRODUCTS - COMP/OP AGG $10,000,000 OTHER: A AUTOMOBILE LIABILITY ISAH25287393 01/01/2020 01/01/2021 COMBINED SINGLE LIMIT (Ea accident) $2 , 000, 000 X ANY AUTO BODILY INJURY ( Per person) OWNED SCHEDULED BODILY INJURY (Per accident) X A AUTOS ONLY HIREDAUTOS x AUTOS NON -OWNED ONLY PROPERTY DAMAGE (Per accident) ONLY AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE AGGREGATE DED RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WLRC66043915 01/01/2020 01/01/2021 x PER STATUTE OTH- ER B ANY PRoPRIETOR PARTNER / YIN N NIA Deductible - AOS SCFC66043952 01/01/2020 01/01/2021 E.L. EACH ACCIDENT $1,000,000 OFFICER/MEM ER/EXCLUDED?EXECUTIVE (Mandatory in NH) Ret ro - WI E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 A Excess WC WCUC6604399A Excess - MI & OH SIR applies per policy terns 01/01/2020 & condi'ions 01/01/2021 EL Each Accident EL Disease - Policy EL Disease - Ea Emp- $1,000,000 $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) This certificate voids and replaces certificate#570080502269 dated 2/11/2020. See next page for additional information: CERTIFICATE HOLDER CANCELLATION The city of Dubuque 50 W. 13th Street Dubuque IA 52001 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (,�J�* ��y�/� R L�?� c�c :1-zYCGii p y/� Cs9,�4stz e, aa41 Holder Identifier 570080624416 Certificate No ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000011078 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk services Central, Inc. NAMED INSURED Genfare POLICY NUMBER See Certificate Number: 570080624416 CARRIER See Certificate Number: 570080624416 NAIL CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations / Locations / Vehicles: The City of Dubuque, its elected and appointed officials, employees and volunteers are Additional Insured under the General Liability policy described hereon up to the limits of liability required in the contract and only with respect to the work performed and/or products supplied in contract#-TBD/Job Description: Automatic Fare Collection system and Demand Response system for the Jule Transit Fleet, as provided in the attached endorsements, this insurance applies only to the liability of the Additional Insured as a result of the Named Insured's performance of the above scheduled contract and not to liability arising out of the negligent, willful or tortuous misconduct of any person or organization included as an additional insured hereunder. The General Liability policy described hereon is primary and non-contributory only to the extent that Named Insured has assumed liability under the contract described hereon. waiver of subrogation endorsement is included in the policies described hereon. Limits of Liability shown for General Liability policy Limits of Liability shown for General Liability policy #XSLG71449208 are in excess of a Self -Insured Retention of $250,000 per occurrence. Limits of Liability shown for the Excess Workers' Compensation policy #WCUC6604399A, for Michigan & Ohio, are in excess of a Self -Insured Retention of $1,000,000 per occurrence. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD GENFARE March 2, 2020 The Jule Attn: Ms. Renee Tyler 950 Elm Street Dubuque, IA 52001 Re: Contract - Automatic Fare Collection System and Demand Response System Dear Ms. Tyler, Enclosed are two original copies of the Automatic Fare Collection System and Demand Response System Agreement. Once available, please email a copy of the signature pages to terese.gillum@spx.com and send one original copy of the complete agreement back to my attention. Genfare looks forward to working with The Jule on this procurement. If you have any questions or if assistance is needed, I can be reached at 847-871-1126. Regards, Terese Gillum Contracts Administrator Genfare 800 Arthur Avenue, Elk Grove Village, IL 60007 www.genfare.com AGREEMENT BETWEEN GENFARE AND THE CITY OF DUBUQUE, IOWA THIS AGREEMENT is made as of, by and between Genfare, a division of SPX Corporation, a Delaware corporation, with an office at 800 Arthur Avenue, Elk Grove Village, IL 60007 ("Genfare") and The City of Dubuque, 50 W. 13th Street, Dubuque, IA 52001 operating the Dubuque Transportation Department known as The Jule ("Agency"). A. Agency advertised a Request for Proposal for the supply and installation of an Automatic Fare Collection System and demand Response System for the Jule Transit Fleet dated October 15, 2019 requesting proposals from qualified vendors to provide Agency with fareboxes, a vault, Genfare Link, Mobile Link with processing, and an APOS device. The Request for Proposal, together with all attachments and amendments, is referred to herein as the "RFP". B. In response to the RFP, Genfare submitted to Agency a proposal dated November 25, 2019. This proposal, together with all attachments, is referred to herein as the "Proposal." C. Agency and Genfare now desire to enter into an Agreement for Genfare to provide fareboxes, a vault, and an APOS device for Agency, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the covenants and conditions contained in this Agreement, the parties agree as follows: 1. PARTS OF THE AGREEMENT; ORDER OF PRECEDENCE This Agreement shall include the RFP and the Proposal, which are incorporated herein by this reference. In the event of any conflict or inconsistency between the provisions of this Agreement, and any document incorporated, the terms of this Agreement shall have precedence and apply over any other terms. In the event of any conflict or inconsistency between the provisions of the RFP and the Proposal, the terms of the Proposal shall have precedence and apply over the terms of the RFP. 2. SCOPE OF SERVICES; TERM Genfare shall commence work upon Agency issuance of a written Notice to Proceed and, upon such issuance, Genfare shall provide the goods and services in accordance with, and at the price set forth in, Genfare's Proposal. The term of the Agreement shall begin on the date set forth in the first paragraph above and end upon the expiration of the applicable warranty period. 3. TRANSFER OF TITLE; RISK OF LOSS All products will be shipped F.O.B. Destination. Risk of loss and title to all equipment shall pass to Agency, free of encumbrances, at the time of delivery to the initial carrier. 4. ACCEPTANCE The goods and services shall be deemed accepted, and any attempt by Agency to reject an order or shipment of goods shall be waived and not enforceable, unless Agency has promptly inspected the goods and services, and written notice from Agency of any defect has been received by Genfare within thirty (30) days following any delivery of goods or performance of services. Goods may not be returned without obtaining written authorization and shipping instructions from an authorized representative of Genfare. Page 1of12 5. FORCE MAJEURE; DELIVERY To the extent that either party is not able to perform an obligation under this Agreement due to fire, flood, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, acts of terrorism, any law or order of any governmental agency, or other cause beyond that party's reasonable control, that party may be excused from such performance so long as such party provides the other party with prompt written notice describing the condition and takes all reasonable steps to avoid or remove such causes of nonperformance and continues performance whenever and to the extent such causes are removed. Any shipping dates are predictions made by Genfare of the times by which it is likely the products will be shipped; however, due to the difficulties inherent in predicting future delivery dates, Genfare does not promise, guarantee or otherwise obligate itself to have the products shipped on or before that time and shall not be liable in damages or otherwise, nor shall Agency be relieved of its performance, because of failure to meet them. 6. CONFIDENTIALITY "Confidential Information" means any trade secret or other information of Genfare or Agency, whether of a technical, business, or other nature, which is disclosed by one Party ("Discloser") to the other Party ("Recipient") orally or in writing and that (a) is 11 marked "confidential" or (b) due to the nature of the information, Agency would clearly understand it to be confidential. Confidential Information does not include any information that: (a) was known to Recipient before receiving it from the Discloser; (b) is independently developed by Recipient without use of or reference to any Confidential Information of the Discloser; (c) is received from a third party who had a lawful right to disclose such information (without corresponding confidentiality obligations) to it; or (d) is or becomes part of the public domain through no fault or action of Recipient. Recipient will: (a) use the Confidential Information of the Discloser solely for the purpose for which it is provided; (b) not disclose Confidential Information to competitors of the Discloser, (c) not disclose such Confidential Information to any third party, and (d) protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects its own Confidential Information of a similar nature, but using no less than a reasonable degree of care in consideration of the nature of the Confidential Information. However, Recipient may disclose Confidential Information to its employees, agents or contractors who need to know such Confidential Information in order to obtain or provide the Services hereunder so long as Recipient limits the scope of disclosure of Confidential Information to only that which is necessary under the circumstances, such third parties are subject to written confidentiality obligations substantively similar to this Agreement and are restricted to using the Confidential Information for the sole purpose of obtaining or providing the Services. Each Party will be responsible for any improper disclosure of Confidential Information by such Party's employees, agents, or contractors. Recipient may disclose Confidential Information of the Discloser to the extent required by law as determined by Recipient's legal counsel in that counsel's sole discretion or to satisfy any legal requirement of a competent governmental or regulatory authority, provided that (to the extent permitted by law) it promptly notifies the Discloser prior to making such disclosure and provides Discloser fourteen (14) days after receipt of such notice to take such action as it considers appropriate to protect the Confidential Information, and in the event Recipient fails to take any action within such period, Recipient may make such disclosure without any liability of any kind to the Discloser. Within thirty (30) days of the termination of this Agreement, Recipient will return or destroy (and provide certification of such destruction) any materials in any medium that contains or refers to Discloser's Confidential Information. Subject to the confidentiality obligations herein, Recipient may retain copies of Discloser's Confidential Information to the extent required to document its performance or for compliance with applicable laws or regulations. Agency shall take all necessary steps to ensure that the provisions of this Section are not violated by any employee, service provider, permitted user or any other person under Agency's control or in its service. 7. CHANGES Page 2 of 12 Agency may request changes at any time to the scope of services described in this Agreement by submitting a written order for such changes to Genfare. If such changes cause an increase or decrease in the budgeted cost of or the time required for performance of the agreed upon work, an equitable adjustment as mutually agreed shall be made in compensation. Any agreed -upon changes shall be expressed in a written supplement to this Agreement signed by both parties prior to implementation of such changes. 8. INDEMNIFICATION Genfare agrees to indemnify and hold harmless Agency, from and against any and all claims, demands, defense costs, liability or damages from a third party for property damage, personal injury or death solely to the extent arising directly from Genfare's negligence or willful misconduct. Notwithstanding the foregoing, there shall be no indemnification hereunder by Genfare as to any losses caused by the negligence or fault of Agency or any of its employees or agents. If Agency shall claim indemnification hereunder, Agency shall notify Genfare in writing of the basis for such claim or demand setting forth the nature of the claim or demand in reasonable detail. 9. WAIVER OF CONSEQUENTIAL DAMAGES Notwithstanding anything in this Agreement to the contrary, to the fullest extent permitted by applicable law, neither party shall be liable under any theory of relief, arising out of or related to the Agreement or the party's acts or omissions in connection therewith, for incidental, indirect, special or consequential damages of any nature, including, without limitation, loss of profits or contract, loss of use, any business interruption or loss of profit, anticipated savings, data, contract, goodwill or the like that may be suffered by a party or claimed against it. 10. LIMITATION OF LIABILITY Genfare's maximum aggregate liability under this Agreement shall not exceed the greater of (i) the total amount paid by Agency to Genfare under this Agreement or (ii) for any liabilities covered by the insurance requirements set forth in the Insurance Schedule, the limits of insurance specified in such Insurance Schedule 11. TERMS OF PAYMENT Invoices shall be submitted to: Renee Tyler The Jule 950 Elm Street Dubuque, IA 52001 Agency shall pay all invoices within thirty (30) calendar days after the invoice date. The payment terms for this Agreement are set forth in Schedule A. 12. RELATIONSHIP OF PARTIES The relationship of the parties hereunder is that of independent contractors, and neither party shall be considered to be a partner, joint venture, employer or employee of the other under this Agreement. This Agreement creates no agency in either party, and neither party has any authority whatsoever to bind the other party in any transaction or make any representations on behalf of the other party. Page 3 of 12 13. WARRANTY For a period of three years from the date of delivery of goods or performance of services by Genfare pursuant to this Agreement, Genfare warrants to Agency, the goods manufactured by Genfare to be free from defects in material and workmanship and the services performed by Genfare to be in accordance with the specifications of this Agreement. If within such period it shall be proven to Genfare's reasonable satisfaction that any goods are defective or any services are nonconforming, such goods shall, at Genfare's option, be repaired or replaced (F.O.B. Genfare's factory, with all removal and installation to be at Agency's expense) and such services corrected or a substitute obtained. This warranty shall not apply to (i) any loss or damage resulting from normal wear and tear or alteration, misuse, abuse or (ii) improper installation, operation or maintenance by Agency or a third party. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND GENFARE EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED IN FACT OR BY LAW, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. THE FOREGOING WARRANTIES STATE GENFARE'S ENTIRE AND EXCLUSIVE LIABILITY AND AGENCY'S SOLE AND EXCLUSIVE REMEDY, IN CONNECTION WITH THE SALE OR FURNISHING OF GOODS AND SERVICES, THEIR DESIGN, SUITABILITY FOR USE,. INSTALLATION, OPERATION OR OTHERWISE. 14. TERMINATION a. Termination for Convenience. Agency shall have the right to terminate the Agreement for convenience by giving thirty (30) day written notice. If Agency cancels all or part of the Agreement without cause, Agency will reimburse Genfare for (i) its expenses incurred to perform under this Agreement through the cancellation date, including, without limitation, materials and labor, plus (ii) a reasonable profit. The lack of appropriation of funds shall be deemed a termination for convenience. b. Termination for Cause. Either party may terminate this Agreement if the other party has breached this Agreement, provided that the terminating party has given the breaching party written notice of such breach and not Tess than thirty (30) days to cure such breach. If Genfare breaches and fails to so cure, Agency shall be entitled to obtain replacement goods or services substantially similar and functionally equivalent to those to be purchased pursuant to this Agreement, and Genfare's sole liability shall be to pay the reasonable excess costs incurred by Agency in reprocuring such goods or services. 15. INSURANCE Genfare shall maintain insurance as described in the attached Insurance Schedule at all times during the performance of this Agreement. 16. INTELLECTUAL PROPERTY; SOFTWARE MATTERS Notwithstanding any other provision in this Agreement, Genfare retains title to all intellectual property, patents, trademarks, know-how, copyrights, software, engineering work product, designs, models, production prints, drawings, work products, technical data, and other information and documents that relate to the goods and services sold to Agency. Unless specified by Genfare in writing to the contrary, all such intellectual property, information and documents disclosed or delivered by Genfare to Agency are to be deemed proprietary to Genfare and shall be used by Agency solely for inspecting, installing, operating and maintaining the goods and services sold to Agency and not used by Agency for any other purpose. Page 4 of 12 All software under this Agreement is licensed, and all subscription services under this Agreement are provided, to Agency pursuant to Genfare's standard Subscription and License Agreement. All software support services under this Agreement are provided to Agency pursuant to Genfare's standard agreement for software support services. Agency has purchased Genfare's Genfare Link and Mobile Link services, such subscription and use shall be governed under Genfare's standard subscription and license agreement and executed separately from this Agreement. 17. NOTICES All communications relating to the day-to-day activities of the project shall be exchanged between Agency Project Manager and the Genfare's Project Manager. All other notices and communications necessary or desirable to be given to the other party's legal representative, shall be in writing and given by mailing the same postage prepaid, addressed as follows: If to Agency: Renee Tyler The Jule 950 Elm Street Dubuque, IA 52001 With a copy to: City Manager 50 West 13th Street Dubuque, IA 52001 If to the Genfare: Genfare, a division of SPX Corporation Attn: Eric Ka led, President with a copy to Contracts Manager 800 Arthur Avenue Elk Grove Village, IL 60007 The address to which mailings may be made may be changed from time to time by notice mailed as described above. Any notice given by mail shall be deemed given (a) one business day after deposited with a reputable overnight courier service or (b) three business days after deposited in the United States Mail to the address provided above. 18. WAIVER The parties understand and agree that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. 19. APPLICABLE LAW; VENUE; DISPUTES; REMEDIES This Agreement shall be interpreted under the laws of the state of Iowa, without reference to its conflicts of laws provisions. Any litigation between the parties shall be brought in the Iowa District Court for Dubuque County, Iowa. 20. COMPLIANCE WITH LAWS Page 5 of 12 Genfare shall at all times comply with any and all applicable federal, state, and local laws, regulations, ordinances, executive orders, rules, or orders, including any Federal Transit Administration rules or regulations flowed down to Agency or otherwise generally applicable to the purchase of the goods and services under this Agreement. 21. BINDING ON SUCCESSORS All of the terms, provisions, and conditions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and legal representatives. 22. ENTIRE AGREEMENT; MODIFICATION This Agreement constitutes the complete agreement between the parties and supersedes (a) any prior written or oral communications regarding the subject matter hereof and (b) any purchase orders issued by Agency for products or services that are covered under the scope of this Agreement. This Agreement may be modified or amended only by written instrument signed by both the Genfare and Agency. 23. SEVERABILITY In the event any provision of this Agreement is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of this Agreement, which shall remain in full force and effect and enforceable in accordance with its terms. 24. SURVIVAL The following sections of this Agreement will survive the termination or expiration of this Agreement: Sections 6 (Confidentiality), 9 (Waiver of Consequential Damages), 10 (Limitation of Liability), 11 (Terms of Payment), 13 (Warranty), 14 (Termination), 16 (Intellectual Property; Software Matters), 17 (Notices), 19 (Applicable Law; Venue; Disputes; Remedies), 21 (Binding on Successors), 22 (Entire Agreement; Modification), 23 (Severability), 24 (Survival). IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the date first above written. The City of Dubuque, Iowa: Name: Title: Date: via,,v,„,- )/./y Genfare, a division of SPX Corporation: Nam Ben Andrews Title: Chief Fi anci 1 Officer Date: -.39 ,2 Page 6 of 12 Schedule A Pricing [ATTACHED FOLLOWING THIS PAGE] Page 7 of 12 10.0 CONTRACT PRICE PROPOSAL FORM The proposer shall, at its sole cost and expense, provide, perform and complete in the manner described and specified in this Request for Proposal all necessary labor, services, transportation, equipment, materials, apparatus, information, data, freight and other items necessary to accomplish the Project as defined, in accordance with the Request for Proposals. The proposal must also include procuring and furnishing all approvals and authorizations, perrnits, and certificates and policies of insurance as specified herein necessary to complete the Project. Totht Contract Price 481,083 The proposer agrees, at its sole cost and expense, provide, perform and complete in the manner described and specified in this Request for Proposal all necessary labor, services, transportation, equipment, materials, apparatus, information, data, freight and other items necessary to accomplish the Project as defined, in accordance with the Request for Proposals which are incorporated into this Proposal by reference. This Proposal also includes procuring and furnishing all approvals and authorizations, permits, and certificates and policies of insurance as specified herein necessary to complete the Project. Name of Company' Authorized Signatu re: Date: Address Genfare, a division of SPX Corporation Eric Kaled, President 800 Arthur Avenue City: Elk Grove Viltage County Cook__ State ; IL Zip 60007 genfare,sales@spx,com Phone (647 ) 871-1125 Fax # 847 ) 758-4997 Federal ID Number 38-1016240 towa Departrnent of Labor Registration Number, if applicable 81 Page 8 of 12 Submitted by: Genfare, a division of SPX Corporation 11/25/19 fTEM QTY UNIT PRICE EXTENSION HARDWARE Farebox Equipment 16 13,435 $ 214,960 37,903 ,200 Mobe Link N te 1 15 450 4,000 $ 7,200 4,000 4,800 5 4, 12,1.60 $ 12,1 Vault Warranty 3 900 MAINTENANCE & SUPPORT Annual Hosting/Support Fee (YR1) $ 23,960' ,96 OTHER Administrative Point of Sale (AFOS) Wireless Probing for Garage (Option) 16, 500 TOTAL 481,083 Payment Terms for system hardware are 80% upon device (felivery, 10% upon installation and 10% upon system acceptance. Pricing for spare parts and services are 100% upon delivery, ail items Net 30. Annual fees to be paid in advance and transaction fees will be billed monthly, Note 1: Mobile Link application and support are compensated through purchase transaction fees of 6% plus $,05 per purchase executed through the Link system, Banacard processing fees are included and charges will be billed monthly. Total Price excludes wireless option Based on the quantities and above total, a 4% DBE will be rnet. Page 9 of 12 INSURANCE SCHEDULE 1. Contractor shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to the contract commencement. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent. Each certificate shall include a statement under Description of Operations: Project -Supply and Installation of an Automatic Fare Collection System and Demand Response System. 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide. 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque. 4. The contractor shall be required to carry the coverage/limits, or greater if required by law or other legal agreement, in Exhibit I. Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque. 5. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. All required endorsements shall be attached to certificate. 7. Contractor shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub -subcontractors. Contractor agrees that it shall be liable for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates from the contractor. Page 10 of 12 INSURANCE SCHEDULE H (continued) Exhibit I A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $3,000,000 Products -Completed Operations Aggregate Limit $2,000,000 Personal and Advertising Injury Limit $2,000,000 Each Occurrence $2,000,000 Fire Damage Limit (any one occurrence) $2,000,000 Medical Payments are self -insured a) Coverage shall be written on an occurrence, not claims made, form. The general liability coverage shall be written in accord with the current ISO form CG0001 or business owners form BP 00 02. b) Include Commercial General Liability General Liability coverage is primary and non-contributory. c) Include Preservation of Governmental Immunities Endorsement (Sample attached). d) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Policy shall include Waiver of Right to recover from others endorsement. B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85 as amended. Coverage A Coverage B Statutory —State of Iowa Employers Liability Each Accident $1,000,000 Each Employee -Disease $1,000,000 Policy Limit -Disease $1,000,000 Policy shall include Waiver of Right to Recover from Others endorsement. Nonelection of Workers' Compensation or Employers' Liability Coverage under Iowa Code sec. 87.22. Completed form must be attached. yes — form attached INSURANCE SCHEDULE H (continued) Page 11 of 12 PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurer. 4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN (DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES) Page 12 of 12 GENFARE SUBSCRIPTION AND SERVICES AGREEMENT THIS SUBS 1PTION AND SERVICES AGREEMENT (the "Agreement") is made effective as of /:427 r` ("Effective Date") by and between Genfare, a division of SPX Corporation, having a place of business at 800 Arthur Avenue, Elk Grove Village, IL 60007 ("Genfare") and The City of Dubuque, 50 W. 13th Street, Dubuque, IA 52001 operating the Dubuque Transportation Department known as The Jule ("Customer"), which may each be referred to as a "Party" or collectively as the "Parties". WHEREAS, Genfare offers a comprehensive digital fare management platform having various Services and Software offerings; and WHEREAS, Customer desires to obtain the Services and/or Software offerings as set forth in an applicable Attachment under this Agreement. In consideration of the mutual covenants, promises, terms, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, Genfare and Customer agree as follows: 1. Definitions 1.1 "Affiliated Users" means organizations, entities, affiliates or partners of Customer and to which access to the Services is approved and desired by Customer. 1.2 "Attachment" means the document that sets forth the subscription details for the Services and the Software, and any product specific terms applicable to Customer's subscription. 1.3 "Documentation" means certain Genfare documentation that describes the use, functions, features, or purpose of the Services or any component thereof, in any medium, which is delivered to Customer by Genfare under this Agreement, including Genfare's user manuals, training materials, program listings, data models, flow charts, logic diagrams, functional specifications, instructions, and complete or partial copies of the foregoing. 1.4 "Equipment" means certain equipment purchased by Customer from Genfare under a separate agreement which is to be used by Customer in connection with the Services. 1.5 "Initial Subscription Term" means the period of time between the earlier of (a) the date that the SaaS is made available for user acceptance testing or (b) the Services starting date designated in the Attachment and continuing for the period specified in such Attachment and ending one (1) year from the Subscription Start Date as set forth in an Attachment. 1.6 "Intellectual Property Rights" means patent, copyright, trade secret, know-how, trademark, trade dress rights, and any other intellectual property or proprietary rights in the Services, Software, Equipment and all software, equipment, processes and facilities utilized by or on behalf of Genfare to provide the services contemplated herein. 1.7 "Permitted Users" means (a) Customer's employees (including temporary employees and contract employees) authorized by Customer to access and use the Services on Customer's behalf, and (b) Customer's service providers that need to access the Services, provided such third parties are subject to written restrictions comparable to the restrictions on use in this Agreement and may only use the Services for purposes of providing Services to Customer (provided that the acts and omissions of such third parties shall be deemed the acts and omissions of Customer) and (c) for Genfare-The Jule Master Subscription, Services, and Support Agreement Customers whose SaaS Services include the "Organizational Module", the applicable Affiliated Users authorized for such access in an Attachment. 1.8 "Renewal Subscription Term" means any extension to this Agreement, commencing upon the expiration of the Initial Term or any extensions thereto, as provided in this Agreement or otherwise in an Attachment. 1.9 "SaaS" means the software as a service subscribed to by the Customer. The SaaS Services being subscribed to by Customer are more specifically detailed in Attachment 1. 1.10 "Services" means the SaaS listed on an Attachment and Support. 1.11 "Software" means Genfare's proprietary software that is to be installed on Customer's computer system, including Network Manager, and/or the Garage Data System, and/or software that may be embedded on the Equipment. 1.12 "Subscription" means the Customer's payment to access, use and obtain the benefit of the Services. 1.13 "Subscription Fees" means the fees set forth in an Attachment for providing the Services. 1.14 "Subscription Term" means the Initial Subscription Term together with any Renewal Subscription Terms. 1.15 "Support" means those support services to be provided by Genfare pursuant to and in accordance with the terms and conditions set forth herein, as more particularly described in Exhibit A attached hereto. 1.16 "Term" means the term of the Agreement which begins on the Effective Date and continues through the earlier of (i) the end of the Subscription Term or (ii) this Agreement is terminated by a Party as provided herein. 2. Access Rights, License and Services 2.1 Subject to the terms of this Agreement and during the Subscription Term, Genfare grants Customer and its Pexinitted Users a limited, non-exclusive, non -transferable, revocable, non- sublicensable right to access and use the Services solely for Customers internal business purposes. 2.2 Subject to the terms of this Agreement, Genfare grants Customer a non-exclusive, non- transferable, revocable, non-sublicensable license to install and/or use the Software solely for Customers internal business purposes. 2.3 In the event that Customer desires to add services and/or increase its scope of use of the Services and/or add Permitted Users, Customer may do so by purchasing the applicable access rights from Genfare at Genfare's then current rates or as otherwise specified in the applicable Attachment. In such event, such Attachment shall be modified in writing to reflect the new scope and Subscription Fee changes agreed to by the Parties. Notwithstanding anything herein to the contrary, such modification to an Attachment can be evidenced through email or confirmation. 2.4 Customer's rights granted under this Agreement may not be leased, sublicensed or otherwise transferred or made available for use by unaffiliated third parties, in whole or in part, by Customer without Genfare's prior written consent or as expressly permitted in this Agreement. Customer shall not use or attempt to use the Services in a manner that would exceed the scope of the rights granted under this Agreement, or facilitate any such unauthorized access for any third party. 2.5 Customer shall not without the express written consent of Genfare: (a) reverse engineer, reverse assemble, decompile, or disassemble any technology underlying the Services and Software; (b) otherwise attempt to discover the source code to the Services or Software; (c) translate or migrate the Services or Software into another format, language, or hardware platform; (d) make the Services or Software available to anyone other than Permitted Users; (e) alter or remove any copyright, trademark or other proprietary notices on or within the Services, Software or Documentation; (f) create derivative works based upon the Services or Software in whole or in part; (g) develop or modify any software based on ideas, processes or materials incorporated into the Services or Software, or (h) permit any third party to do any of the foregoing. 2.6 Genfare may audit Customer's use of the Services or Software to verify compliance with the terms of this Agreement. Customer agrees to cooperate with such audit and provide Genfare with reasonable assistance and access to information. If the audit reveals an underpayment for Services by Customer, Customer shall pay Genfare all fees actually due and pay all costs and fees for such audit. 3. Payment 3.1 Fees. Customer shall pay Genfare the fees set forth in Attachment as set forth herein. Such fees may include the following: 3.1.1 Implementation Fee. This fee is a one-time fee for the set-up and implementation of the Services. 3.1.2 Annual Subscription Fees. This fee is payable annually in advance for Customer's access to the Services. The annual Subscription Fees for the first year of the Subscription Term will be invoiced upon the commencement of the Subscription Term. The annual Subscription Fees for all subsequent years of the Subscription Term will be payable prior to the anniversary date of the start of the Subscription Term. 3.1.3 Transaction Fees. Customer agrees that Genfare will invoice the amount due and owing on a monthly basis. . For the avoidance of doubt, Transaction Fees are not subject to the automatic yearly increase of three percent (3%) as set forth in Section 3.5 of the Agreement, but that Genfare reserves the right to increase any fees for a subsequent Renewal Subscription Term in its sole discretion by providing Customer at least sixty (60) days' notice before the end of the then -current Subscription Term. 3.1.4 Gateway Fees and Processing Fees. Customer agrees to pay Genfare the Gateway Fees and Processing Fees set forth in Schedule #1. Genfare reserves the right to change its Gateway Fees and/or Processing Fees after the Initial Subscription Term. Genfare will notify the Customer of changes to Genfare's Gateway Fees and/or Processing Fees at least thirty (30) days prior to the end of Customer's then -current term. Notwithstanding anything to the contrary contained herein, Genfare reserves the right to modify the Gateway Fees and/or Processing Fees upon thirty (30) days prior written notice to Customer to pass through price increases from Third Party Providers, payment networks and other third party service providers. 3.1.5 License Fee. N/A 3.1.6 Fees increase due to expansion of Services. In the event that Customer increases the scope of Services, Genfare shall invoice Customer the applicable fees as identified on the updated Attachment 3.2 Other Fees. With respect to other fees specified in an Attachment, such fees shall be invoiced as set forth in Attachment or, if Attachment is silent, invoiced as occurred on a monthly basis. Subject to any terms specified in Attachment, Genfare may increase such other fees upon each Renewal Term, upon thirty (30) days' prior written notice to Customer. 3.3 Taxes. Fees stated in Attachment do not include applicable taxes. Unless Customer is a tax exempt entity and provides Genfare with reasonable documentation demonstrating tax exempt status, Customer agrees to bear and be responsible for the payment of all taxes, except for taxes based upon Genfare's income, including but not limited to, all sales, use, rental receipt, personal property, customs duties or levies or other taxes, which may be levied or assessed in connection with this Agreement. Customer shall pay such tax when due or reimburse Genfare as applicable. If any tax is required to be paid by Genfare, the full amount of such tax, including any interest and penalties, will be invoiced to Customer, whether or not this Agreement is then in effect, and promptly paid by Customer. 3.4 Invoice Terms. Customer shall pay in full all amounts owed in an invoice within thirty (30) days from the invoice date except as otherwise provided in an Attachment. If Genfare does not receive payment by the payment date, Genfare in its sole discretion may impose a late payment charge equal to the lesser of (a) one and one-half percent (1.5%) per month or (b) the maximum rate allowed by law beginning thirty-one (31) days after the invoice date, and/or Genfare may suspend the Services for non-payment. 3.5 Fee Increases. Upon completion of Year 3 as specified under the Attachment, unless the Parties agree otherwise in writing, the annual subscription or license fee shall automatically increase by three percent (3%) each year; provided, however, that Genfare reserves the right to increase any fees for a subsequent Renewal Subscription Tenn in its sole discretion by providing Customer at least sixty (60) days' notice before the end of the then -current Subscription Term. 4. Term; Termination 4.1 This Agreement shall be in effect for the Term (as defined above). 4.2 Unless otherwise specified in an Attachment, at the end of the Initial Subscription Term and each Renewal Subscription Tenn, the Subscription shall automatically renew for an additional one (1) year period unless either Party notifies the other that this Agreement will not renew at least forty five (45) days prior to the expiration of the then -current Subscription Term. 4.3 Either Party may terminate this Agreement or a Subscription, including any and all access and usage rights for the Services provided herein, for a material breach by the other Party that is not cured within thirty (30) days after written notice of such material breach. 4.4 In addition to the termination provisions contained herein, the licenses granted in Section 2.2 of this Agreement shall automatically terminate if: (a) any of the Equipment or Software is sold or transferred to a third party or moved outside of the Territory; or (b) the Software is no longer used in connection with the Services or the Equipment. 4.5 Genfare may immediately terminate this Agreement or a Subscription, or suspend its performance thereunder, if (i) Customer becomes insolvent or bankrupt or ceases to do business, (ii) Customer breaches its obligations under the provisions of Section 5 or 6 below, (iii) the provision of the Services, or any portion thereof, to Customer by Genfare is, in Genfare's sole opinion, no longer commercially viable, (iv) the Services are deemed, or Genfare reasonably believes the Services, or any portion thereof, violate an applicable local, state, or federal law or regulation, or (v) Genfare has a reasonable belief that the continued provision of Services puts Genfare, or its systems at any operational or security risk. 4.6 Genfare may immediately terminate this Agreement, or suspend its performance hereunder if (i) its agreement with the gateway service provider or the payment processor is suspended or terminated for any reason, (ii) it or any of its vendors or service providers experiences a force maj eure, (iii) it is required to due to the formal or informal action or request of a regulatory or payment card network, or (iv) Genfare reasonably believes such action is necessary to prevent material harm due to fraud, violations of applicable laws or regulations, breach of payment card network rules, or other causes. 4.7 Unless Genfare terminated this Agreement pursuant to Sections 4.2 or 4.4, Customer may continue to utilize the Services for a transition period of up to ninety (90) days after termination of this Agreement, subject to payment of the applicable Subscription Fees (the "Transition Period"). Should Customer require further assistance during the Transition Period, Genfare may, in its sole discretion, offer additional transition services at Genfare's then -current rates. In any event, upon request from Customer, Genfare shall reasonably cooperate with Customer to export Customer's data from the Services in a delimited TXT file during the Agreement and for a period of up to sixty (60) days after termination. 5. Confidential Information 5.1 "Confidential Information" means any trade secret or other information of Genfare or Customer, whether of a technical, business, or other nature, which is disclosed by one Party ("Discloser") to the other Party ("Recipient") orally or in writing and that (a) is marked "confidential" or (b) due to the nature of the information, Customer would clearly understand it to be confidential. Confidential Information does not include any information that: (a) was known to Recipient before receiving it from the Discloser; (b) is independently developed by Recipient without use of or reference to any Confidential Information of the Discloser; (c) is received from a third party who had a lawful right to disclose such information (without corresponding confidentiality obligations) to it; or (d) is or becomes part of the public domain through no fault or action of Recipient. 5.2 Recipient will: (a) use the Confidential Information of the Discloser solely for the purpose for which it is provided; (b) not disclose Confidential Information to competitors of the Discloser, (c) not disclose such Confidential Information to any third party, and (d) protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects its own Confidential Information of a similar nature, but using no less than a reasonable degree of care in consideration of the nature of the Confidential Information. However, Recipient may disclose Confidential Information to its employees, agents or contractors who need to know such Confidential Information in order to obtain or provide the Services hereunder so long as Recipient limits the scope of disclosure of Confidential Information to only that which is necessary under the circumstances, such third parties are subject to written confidentiality obligations substantively similar to this Agreement and are restricted to using the Confidential Information for the sole purpose of obtaining or providing the Services. Each Party will be responsible for any improper disclosure of Confidential Infoiination by such Party' s employees, agents, or contractors. 5.3 Recipient may disclose Confidential Information of the Discloser to the extent required by law as determined by Recipient' s legal counsel in that counsel' s sole discretion or to satisfy any legal requirement of a competent governmental or regulatory authority, provided that (to the extent permitted by law) it promptly notifies the Discloser prior to making such disclosure and provides Discloser fourteen (14) days after receipt of such notice to take such action as it considers appropriate to protect the Confidential Information, and in the event Recipient fails to take any action within such period, Recipient may make such disclosure without any liability of any kind to the Discloser. 5.4 Within thirty (30) days of the termination of this Agreement, Recipient will return or destroy (and provide certification of such destruction) any materials in any medium that contains or refers to Discloser' s Confidential Information. Subject to the confidentiality obligations herein, Recipient may retain copies of Discloser's Confidential Information to the extent required to document its performance or for compliance with applicable laws or regulations. 5.5 Customer shall take all necessary steps to ensure that the provisions of this Section are not violated by any employee, service provider, Permitted User or any other person under Customer's control or in its service. 6. Ownership; Restricted Rights 6.1 The Parties agree that, as between Customer and Genfare, Genfare retains ownership of and any and all of all Intellectual Property Rights and any information, materials, developments or deliverables created by Genfare and/or its licensors under this Agreement that are not expressly granted to Customer in this Agreement. If possible, Customer shall permanently erase or otherwise destroy the Software contained therein before recycling, discarding, or disposing of any media or hardware that contain any installed Software. 6.2 Customer retains ownership of all Customer specific data entered into and/or generated by Customer and its Permitted Users' use of the Services (the "Customer Data"). Provided, however, Customer shall have no rights to any data in Genfare's proprietary format, but Genfare shall reasonably cooperate with Customer to export Customer's data from the SaaS in a delimited TXT file at Customer's request. 6.3 Customer hereby grants Genfare a limited license to aggregate and/or anonymize the Customer Data during the Term of this Agreement and an unlimited, perpetual and irrevocable license to use, reproduce, and distribute such aggregated and/or anonymized Customer Data for any legal purpose. Notwithstanding the foregoing, Genfare shall own all usage data generated by the Services. 6.4 Certain features of the Services may require the use of Customer's name, logo, trademarks, and/or tradenames ("Customer Branding"). Should Customer's use of the Services require Customer Branding, Customer grants Genfare a license to reproduce, copy, distribute and use such Customer Branding in Genfare's provision of the Services. By submitting, posting or displaying Customer Branding through the Services or to Genfare, Customer grants Genfare a limited, worldwide, royalty -free, and non- exclusive license to use, copy, encode, store, archive, reproduce, edit, adapt, modify, translate, transmit, publish, publicly display, and distribute the Customer Branding for the limited purpose of customizing the SaaS Services and related collateral used in connection with providing the SaaS Services during the Term of this Agreement and to store any archived instances of Customer Branding according to Genfare's then -current data management policy. CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER HAS THE RIGHT TO LICENSE THE CUSTOMER BRANDING TO GENFARE, AND IN THE EVENT CUSTOMER DOES NOT HAVE SUCH RIGHTS, CUSTOMER AGREES TO INDEMNIFY AND DEFEND GENFARE AGAINST CLAIMS ARISING OUT OF THE USE OF SUCH CUSTOMER BRANDING, EXCEPT TO THE EXTENT THAT SUCH CLAIM IS BASED ON A MODIFICATION OR ALTERATION MADE BY GENFARE. 6.5 Certain portions of the Services may be branded with Genfare's or its vendors' or service providers' trademarks, logos and copyright notices. Customer agrees that it will not hide, remove, modify or otherwise change any such trademarks, logos or notices. 7. Warranties; Disclaimers 7.1 Each Party warrants that it has the right and power to enter into this Agreement and to perform its obligations herein. Genfare hereby warrants that it has the right to provide the Services and grant the licenses to Customer in the manner provided in this Agreement. 7.2 Genfare warrants that the Services and Software shall materially conform to the specifications in the then -current Documentation for a period of ninety (90) days after Genfare first makes the Services and Software available for Customer's use. Genfare's sole obligation under this warranty (which shall be Customer's exclusive remedy) shall be to use reasonable efforts to correct demonstrated material defects in the Services or Software, and supply Customer with access to a corrected version of such Services or Software, or a commercially reasonable workaround as soon as practicable after Customer has notified Genfare of such defects. Genfare's warranty obligations hereunder shall not apply to the extent the nonconformity results from: (a) modifications to the Services or Software by anyone other than Genfare or its contractors, (b) use of the Services or Software contrary to the terms of this Agreement or the instructions in any related materials, or (c) the combination of the Services or Software with any third party hardware or software not expressly recommended or approved by Genfare. Genfare does not warrant any third party hardware or software utilized to deliver the Services, but will pass through any third party vendor's warranties to the extent permitted by the vendor. If Genfare determines that a malfunction or error is due to the hardware or software of Customer or a third party, or out of date or unsupported versions of the Software, Genfare will so inform Customer, and it will be Customer's responsibility to obtain and pay for any repairs, updates or modifications required. Any of the above malfunctions will not relieve Customer of any of its obligations hereunder. 7.3 EXCEPT AS SPECIFICALLY SET FORTH ABOVE, TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT ALLOWED BY LAW, GENFARE AND ITS LICENSORS, VENDORS AND SERVICE PROVIDERS DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND GENFARE EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES. 7.4 GENFARE DOES NOT WARRANT THAT: (A) OPERATION OF ANY OF THE SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED OR ERROR FREE, (B) FUNCTIONS CONTAINED IN THE SERVICES AND SOFTWARE SHALL MEET THE CUSTOMER'S REQUIREMENTS, OR (C) THE SERVICES OR SOFTWARE SHALL OPERATE IN COMBINATION WITH (I) OTHER HARDWARE OR SOFTWARE OTHER THAN HARDWARE AND SOFTWARE EXPRESSLY APPROVED OR RECOMMEND BY GENFARE IN WRITING, OR (II) UNSUPPORTED VERSIONS OF THE SOFTWARE. 7.5 Customer acknowledges and agrees that Genfare and its licensors are not responsible for: (i) the accuracy or integrity of any data submitted by Customer or its Permitted Users, (ii) the perfoiiiiance of Customer's or its Permitted User's equipment, (iii) delivery of services or connectivity provided by third parties to Customer and its Permitted Users, even if such third parties were identified by Genfare, or (iv) any downtime, loss or corruption of data that occurs as a result of transmitting or receiving data or viruses via the Internet. 8. Infringement Remedy 8.1 Should the Services, become, or in Genfare's opinion be likely to become, the subject of a claim of infringement of a patent, trade secret or copyright, Genfare may, in its sole discretion, (a) procure for Customer, at no cost to Customer, the right to continue to use the Services, (b) replace or modify the Services, at no cost to Customer, to make them non -infringing, provided that substantially the same functionality is provided by the replacement or modified Services, or (c) if in Genfare's judgment the right to continue to use the Services cannot be reasonably procured or the Services cannot reasonably be replaced or modified, terminate the subscription to use all or just the potentially infringing Services and grant Customer a pro -rated refund on any advance Subscription Fees paid for such potentially infringing portions of the Services for the remainder of the Subscription Term. 8.2 Customer shall forfeit all rights under this Section 8 if it alters or modifies the Services in any manner, or if such infringement is based upon the combination of the Services with any third party hardware or software. 8.3 Genfare will defend, indemnify, and hold Customer harmless from and against any loss, cost, and expense that Customer in connection with a third party claim that use of the Services infringe any United States patent issued as of the Effective Date of this Agreement or any trade secret or copyright of others. Genfare's obligations under this indemnification are expressly conditioned on the following: (a) Customer must promptly notify Genfare in writing of any such claim; (b) Genfare or its vendor or service providers, as applicable, must have sole control of the defense of any such claim and of all negotiations for its settlement or compromise; and (c) Customer must reasonably cooperate with Genfare to facilitate the settlement or defense of the claim. 8.4 Notwithstanding anything herein to the contrary, Genfare shall have no liability for any claim of infringement based on the use or combination of the Services or Licensed Software with software or other materials not provided or expressly approved by Genfare. 9. Limitation of Liability 9.1 IN NO EVENT WILL CUSTOMER OR A GENFARE PARTY BE LIABLE TO THE PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES IN CONNECTION WITH THE SERVICES OR SOFTWARE OR THE PERFORMANCE OR NONPERFORMANCE OF SERVICES OR SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL A GENFARE PARTY BE LIABLE TO CUSTOMER FOR ANY LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF CUSTOMER'S USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OR NONPERFORMANCE OF, THE SERVICES OR THE SOFTWARE. "GENFARE PARTY" MEANS ANY GENFARE OR ANY LICENSOR, VENDOR OR SERVICE PROVIDER OF GENFARE, INCLUDING WITHOUT LIMITATION ANY GATEWAY SERVICE PROVIDER, PROCESSING SERVICE PROVIDER, ACQUIRING BANK, OR PAYMENT NETWORK, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES. 9.2 IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE GENFARE PARTIES UNDER THIS AGREEMENT EXCEED THE GREATER OF (I) FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED OR (11) FOR ANY LIABILITIES COVERED BY THE INSURANCE REQUIREMENTS SET FORTH IN THE INSURANCE SCHEUDLE, THE LIMITS OF INSURNACE SPECIFIES IN SUCH INSURANCE SCHEDULE . 10. Miscellaneous 10.1 Conflicts. In the event of a conflict between the terms contained herein and the terms in an Attachment or Exhibit A, the order of precedence is: Attachment, the main body of the Agreement, Exhibit A. 10.2 Public Announcements. Customer grants Genfare and its affiliates the right to use Customer's name, logo, trademarks and/or trade names in press releases, product brochures, internal reports, shareholder reports, proposals and demos indicating that Customer is a customer of Genfare. All other public statements or releases shall require the mutual consent of the Parties. 10.3 Independent Contractor. The relationship of the Parties hereunder is that of independent contractors, and neither Party shall be considered to be a partner, joint venture, employer or employee of the other under this Agreement. This Agreement creates no agency in either Party, and neither Party has any authority whatsoever to bind the other Party in any transaction or make any representations on behalf of the other Party. 10.4 Survival. Neither expiration nor termination of this Agreement shall terminate those obligations and rights of the Parties pursuant to provisions of this Agreement which by their express terns are intended to survive and such provisions shall survive the expiration or termination of this Agreement. Without limiting the foregoing, the respective rights and obligations of the Parties under Sections 2.5, 3.4, 4.6, 5, 6, 7, 9 and 11 shall survive the expiration or termination of this Agreement regardless of when such termination becomes effective. 10.5 Amendment. No change or modification of this Agreement shall be valid unless in writing and signed by all Parties to this Agreement; provided, however, an Attachment can be updated through written confirmation of such terms through written or electronic correspondence. 11.6 Notice. Any notice or demand which is required or provided to be given under this Agreement shall be deemed to have been sufficiently given and received for all purposes when delivered by hand, confirmed facsimile transmission, or nationally recognized overnight courier, or five days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, to the addresses set forth in the opening paragraph with "Attn: President". Each Party may modify its notice address or "Attn:" Party by providing written notice in the manner described in this Section 11.6. 11.7 Assignment. Neither Party may assign this Agreement, or any of its interest herein, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such prior approval shall be required for an assignment in connection with a sale of all or substantially all of a Party's business related to the subject matter of this Agreement or any merger, sale of a controlling interest or other change of control of such Party. This Agreement shall apply to and bind the successors and permitted assigns of the Parties. 11.8 Force Majeure. Neither Party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God or the common enemy or earthquakes, floods, fires, epidemics, riots, telecommunications delays, failure of electrical power, lightning, national emergency, war, action of court or public authority, terrorist act, military action, civil disturbance, internet outages, failures or delay in transportation or communications. The Parties will promptly inform and consult with each other as to any of the above causes which in their judgment may or could be the cause of a delay in the performance of this Agreement. 11.9 Waiver. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof. 11.10 Severability. In the event any provision of this Agreement is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of this Agreement, which shall remain in full force and effect and enforceable in accordance with its terms. With respect to any unenforceable provision, the applicable arbitrator or court shall deem the provision modified to the extent necessary, in such adjudicator's opinion, to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties set forth herein. 11.11 Entire Agreement. This Agreement supersedes all previous discussions, negotiations, understandings and agreements between the Parties with respect to its subject matter, and constitutes the entire Agreement between the Parties. This Agreement is a collaborative drafting effort and the provisions of the Agreement shall not be construed against a Party as the purported drafter. This Agreement may be executed in one or more counterparts, with signatures delivered by fax or emailed PDF documents, all of which counterparts when taken together shall comprise one instrument. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above. GENFARE CUSTOMS By: By: / Name: en Andrews Name: 4041 (C./A , (C./ 17 Title: Chief Financial Officer Title: Approved by Genfare Engineering: By: Naive: Title: EXHIBIT A Service Level Agreement 1. Scope of Work 3 Year SupP rt Agree rent ; Year . .. Year Year' 3 24/7 Support x x x Expedited service based on severity and impact x x x P1- Production system is down, impactIng ail applications and associated business systems x x x P2 - Production system performance is degraded but operational; issue affects essential functions; or issue is blocking critical system deliverables x x x P3 - General product questions relating to development, feature issues or documentation x x x Free technical support for ail break/fix issues x x x Free upgrades to ail system -compatible updates (software and firmware) x x x Unlimited fare structure changes/modifications per year(S weeks' notice) x x x 3-day onsite System Overview x Full system overview x Reconciliation review and audit x Fare structure analysis and optimization x Recommendations for opportunities to improve and fully optimize you fare collection system x Customized training session on. day 3 x Remote reconciliation review - x 3-day Onsite Assessment w/Training (break out what's included) x Review of year 1 onsite overview and year 2 reconciliation review and audit x Full system overview with comparison to last 2 years above x Reconciliation review x Fare structure analysis and optimization x Recommendations for opportunities to improve and fully optimize you fare collection system x Customized training session on day 3 (break out what's included) x Optional Managed Services: Managed Services Maintenance, Genfare employees are onsite providing day to day maintenance of your hardware Reporting & Reconciliation, Genfare employees are onsite puffing reports, performing reconciliation reviews daily Full-time or part-time 6-Month preventative maintenance update of hardware Annual preventative maintenance update of hardware *3 year scope of work detailed above is null and void if Customer terminates this Agreement and later re-engages Genfare for these services at a later date. For clarification, Customer cannot terminate in Year 2, then sign up again and receive the Year 1 services, those services would not be available to Customer again until the term of this Agreement should have expired or entered Year 4. 2. Definitions "Error" means any situation where the Services or the Software (a) does not operate in accordance with the Documentation; and/or (b) does not produce incorrect results; and/or (c) encounters any other problems or issues set out in the chart in Section 6.4 of this Exhibit. "Resolution" or "Resolve" refers to actions taken to correct or provide a reasonable work -around for a reported issue by delivering new code or otherwise restoring the Services to a functional state. In the case of a work -around as a solution, Genfare shall continue working to more permanently resolve the Error until such Error is fully resolved. "Standard Service Hours" are defined as Monday through Friday beginning at 8:30am and ending at 5:OOpm Central Time, excluding federal, Customer, and Genfare holidays. "Telephone Support" means oral responses by Genfare technicians to questions regarding (a) the functions of the Services, (b) the steps for Customer to follow in operating the Services, (c) the proper format for the input of Customer's data or information, (d) steps to improve the efficiency of operation of the Services, (e) the interface of the Services, and any related system in Customer's current technical environment, (f) the interface of the Services and other software, (g) the Documentation relating to the Services, and/or (h) changes to the operation of the Services due to the provision of a maintenance and/or support service to Customer. 3. SaaS or Software patches and upgrades 3.1 Genfare shall (i) develop, test, provide and/or implement all applicable "patches" or updates that become necessary to remedy the Errors in the Services or the Software and (ii) provide all version updates, software patches and error corrections necessary for the Services and the Software to maintain functionality. 3.2 Applicable Software updates will be made available to Customers as they are released. Customer's involvement may be required as Genfare may need access to certain Customer equipment or systems to effectuate updates. 3.3 For Errors in the Software, prior to implementing any patches or upgrades, Genfare shall first notify Customer's IT department in advance to schedule a time and date for the installation. Depending on the scope of the change, Customer may wish to back-up their Services prior to the software upgrade. 3.4 Genfare Support includes new features in modules subscribed to by the Customer, but does not include modules not subscribed to or new modules developed by Genfare. 4. Exceptions 4.1 The provisions of this Exhibit A shall not apply to issues arising from: (a) the negligence of Customer, its customers, employees, or representatives, (b) any loss or damage resulting from a force majeure event (as set forth in Section 11.8 of this Agreement), (c) alteration, misuse, or abuse of the Services or Software, (d) use of the Services or Software contrary to the terms of this Agreement, or the instructions in any Documentation provided to the Customer, (e) the combination of the Services or Software with any third party hardware or software not expressly recommended or approved by Genfare, (f) any improper installation, operation or maintenance of the Services or Software by the Customer or a third party, including use of non -OEM parts in the Services and a Customer's failure to promptly install all patches, error corrections and updates provided by Genfare, (g) Customer's failure to report a known Error in a timely manner (no more than seven (7) business days from identification of such Error), or (h) a Genfare-supplied hardware failure (except to the extent that such hardware is under warranty). 4.2 Genfare will not provide Support or any associated services for the Customer's Oracle database environment. Oracle database adjustments, enhancements and/or recommendations will be communicated and passed to Customer for implementation. Genfare is not responsible for executing updates to maintenance for the Customer's network manager/Oracle database virtual environments, operating systems, database version, database allocation or similar Customer - provided resources. 5. Genfare and Customer Duties Although Genfare shall be responsible for the Support, Customer shall be the Party that initially responds to all Errors. Genfare agrees to assist the Customer, as required and contracted by the Customer. 5.1 Genfare SHALL: (a) Provide remote support for the Services and Software, as required by this Agreement; (b) Respond to and Resolve any Errors in accordance with the chart in Section 6.4; (c) Perform the Support in a competent manner by qualified personnel; (d) Ensure that the Services or Software will operate and function with updates, upgrades, modifications or fixes, that are provided by Genfare, including without limitation, software patches or bug fixes; (e) Ensure that Genfare personnel or contractors are available to carry out the obligations of Genfare hereunder; (f) Provide contact information for Genfare personnel, available to receive notices of Errors under Section 7.2 of this Exhibit; and (g) Notify Customer of any identified indication of deliberate tampering or patterns of damage not consistent with normal usage. 5.2 Genfare SHALL NOT: (a) Be responsible for any malfunction of Equipment, servers, computer equipment, communications infrastructure, cabling, networking capability or any other element or Errors that are not attributable to the Services or Software; or (b) Pay any claim pertaining to work done by or on behalf of Customer for removing modules or Equipment to be shipped to Genfare for repair. 5.3 Customer SHALL: (a) Provide any information reasonably requested by Genfare to understand and describe an Error in order to allow Genfare to carry out its duties hereunder; (b) Provide any access to Equipment or systems as reasonably requested by Genfare to provide patches or updates to Software; (c) Perform all preventative maintenance of Software and Equipment according to the Documentation; (d) Be entitled to use any third party to carry out all or part of the hardware maintenance of the Services, or to carry out such maintenance itself (Genfare shall have no obligation to correct Errors attributable to such third -party or self -performed maintenance under this Exhibit A); (e) Make all requests for support through a Customer's representative, or Customer's representative's substitute(s) or designee(s); (f) Provide appropriate personnel and support as is necessary for Genfare personnel to perform their duties, such as IT technical support, communications support, revenue service support and security personnel, flaggers and other proper personnel; (g) Inform Genfare of all Customer operating and security policies established for the safe, secure and proper interaction with the Services; (h) Be responsible for freight charges to Genfare, located in Elk Grove Village, IL, and all costs, expenses related thereto; (i) Be responsible for any Genfare travel expenses for on -site support; (j) Promptly notify Genfare when any change is made to the Services; and (k) Promptly (no later than 10 business days after receipt) install all patches, error corrections and updates provided by Genfare. (1) Customer shall provide the first level of support to its employees, staff, agents, contractors, riders or its Client's riders using Mobile Link. (in) Customer shall reconcile all reports on a monthly basis and notify Genfare of any discrepancies within thirty (30) days. Genfare shall not be liable for any amounts reported as a discrepancy if Customer does not reconcile on a monthly basis. 6. Support Response Time and Availability 6.1 Response Time. Genfare shall make available an adequate number of personnel to ensure that the requirements hereunder, including, without limitation, all response times as described under Section 6.4, are met. 6.2 Initial Response. Genfare shall provide an initial response (the "Initial Response") in accordance with Section 6.4 below. As part of the Initial Response Genfare shall: (a) Request access to the Services or any part thereof, other than to the actual TVM itself, in order to determine the nature of the reported Error. Genfare access must be coordinated through the primary Customer representative or his/her designate. Access will only be provided upon request and will be terminated upon Resolution of the Error. During said access, Genfare agrees to observation by Customer staff. (b) (c) Determine the cause of the Error and the solution to the Error. Provide Customer with an estimate of the time required to correct the reported Error in accordance with Section 6.4 below. 6.3 Support Availability. Telephone Support shall be available 24/7 via Genfare's support telephone numbers: (a) 847.871.1231 — 8:30am to 5:00pm CST 844.287.5234 — 5:01pm to 8:29am CST 6.4 Support Response Time and Availability. Issue Severity Severity Impact Acknowledgement Response Time Goal Resolution Time Goal P1 Production system is down, impacting all applications and associated business systems. Less than 30 minutes Less than 3 hours* 24 hours P2 Production system performance is degraded, but operational; Issue affects essential functions; or Issue is blocking critical systems tests or deliverables. Less than 30 minutes Less than 4 hours* 24 hours P3 General product questions relating to development, feature issues, or Documentation. Less than 30 minutes Less than 24 hours* 20 Business days *Genfare will give the highest schedule priority to P1 issues, the second highest to P2 and third highest to P3. For issues self -reported by the Customer at a P1 or P2 issue, Genfare will review and if Genfare determines the issue is not P1 or P2, Genfare will reclassify the issue. ALL RESPONSE TIMES CONTAINED IN THIS AGREEMENT ARE CALCULATED FROM THE TIME CUSTOMER MAKES AN INITIAL CALL FOR ERROR RESOLUTION. RESOLUTION TIMES ARE DEPENDENT UPON ACCESSIBILITY TO THE APPLICABLE SYSTEMS AS GRANTED BY THE CUSTOMER AND THE TIME PERIOD FOR DETERMINING RESOLUTION SHALL NOT BEGIN UNTIL CUSTOMER HAS PROVIDED GENFARE ALL REQUIRED ACCESS TO ITS SYSTEMS, IF REQUIRED. 7. Help Desk Services Genfare will provide Help Desk Services to assist Customer with use of the Services and assistance in resolving problems encountered by Customer. 7.1 Help Desk Services (a) Help Desk Services Contact Details: (b) Phone: (i) 847.871.1231 — 8:30am to 5:OOpm CST 844.287.5234 — 5:OIpm to 8:29am CST (e) Email: genfare.customercare@spx.com Ticketing Procedures (i) Each inquiry will be documented, assigned a ticket number and a confinnation email will be sent to the originator to confirm the request has been received. (ii) Each ticket will be assigned to a technical support engineer to follow up and resolve each issue. (iii) A technical support engineer will make contact according to the contact information within the ticket to work on the ticket, or to schedule a time to work on the ticket. 7.2 Customer Representatives (name, title, email and phone number): (a) IT contact: Alicia Turnis Aturnis@cityofdubuque.org, 563-589-4288 (b) Maintenance: Justin Harris -Davis Operations Supervisor Judavis@cityofdubuque.org , (563)589-4198 (c) Third party service contacts: Melissa Baldwin Application Support Analyst, TripSpark, 765-356-3710 7.3 Communications protocol (a) In order to connect to the Customer's system and Resolve Errors in the Services or Software, Genfare must be able to reach the Customer Representative (or delegate), or Genfare will be unable to connect to the system to identify the root cause of, and subsequently Resolve, the reported Error. (b) Genfare may use the following tools to remotely access the Customer system: (i) LogMeln Rescue/Pro (default and preferred option) (ii) TeamViewer (iii) VPN (Cisco or Junos) GENFARE LINK SERVICES ATTACHMENT SaaS Services Genfare Link, modules specified below: Admin Link Module Report Link Module Fare Link Module Customer Care Link Module Inventory Link Module Asset Link Module Card Check Invoice Module Real Time Link Module eFare Enhanced Reporting One -Time Implementation Fee $128,000 Annual Subscription Fees Year 1: $23,960 Year 2: $24,678.80 Year 3: $25,419.16 Software Provided Garage Data System Software License Fee N/A Payment Terms Implementation Fee will be invoiced upon the execution of this Agreement, and due within thirty (30) days of Customer's receipt of invoice. Year 1 Annual Subscription Fee will be due within thirty (30) days of user acceptance testing being made available to Customer. Annual Subscription Fees for any years after Year 1 shall be invoiced to Customer by Genfare within thirty (30) days prior to the end of the then -current subscription year. Customer shall remit payment in accordance with the terms of the Agreement. Subscription Start Date The date Genfare makes the Services available for user acceptance testing Initial Term 1 year from the Subscription Start Date. Maximum Number of Affiliated Users The maximum number of Affiliated Users is 25 Affiliated Users Customer to provide a list of Affiliated Users MOBILE LINK SERVICES ATTACHMENT SaaS Services Mobile Link, electronic validation. One -Time Implementation Fee $N/A Initial Subscription Term 1 year from the Subscription Start Date. Subscription Start Date The date Genfare makes the Services available for user acceptance testing Annual Subscription Fees N/A Transaction Fees Transaction fees as follows: $0.05 + 6% of each transaction processed through the SaaS Services. Payment Terms Transaction Fees are payable in accordance with the terms of the Agreement. Payment Processor Chase Paymentech, processor provided by Genfare and subject to change. Services Pre -requisite Hardware and Software Required Included Features Available Add -on Fare Products Electronic Validation V3, Network Manager, Fast Fare fareboxes with QR barcode reader and QR barcode configuration. . Google Trip Planner • Schedule • Route Map • Real -Time Arrival • Sales Reports • Rider Alerts • Period Pass • Stored Ride Card EXHIBIT B PAYMENT GATEWAY AND PROCESSING SERVICES Pursuant to Schedule #1, Customer elects through one of Genfare's third party service providers the following services (individually, and collectively referred to as "Additional Services"): © Processing Services: The processing of credit card, prepaid card and debit card (each a "Card") payments and related services ("Processing Services"). ❑ Gateway Services: The Transport and reporting of certain data over certain wireless and other carrier networks to and from various credit and debit card payment processors ("Gateway Services"). Genfare and Customer agree that the following terms and conditions shall govern Customer's rights and obligations with respect to any Additional Services provided by Genfare: 1. Services. Customer acknowledges and agrees that Genfare is not a bank, a payment gateway or a payment processor, and does not directly provide the Additional Services to Customer but instead facilitates Customer's receipt of the Additional Services under the terms of this Exhibit B. Customer agrees that Genfare shall be Customer's exclusive provider of Additional Services to Customer during the Subscription Term. If permitted pursuant to the Payment Brand Rules, Genfare may charge Customer' s customers a convenience fee related to the Additional Services. Customer acknowledges and agrees that any Transaction made utilizing the Additional Services shall not be submitted on behalf of a third party to the best of Customer's knowledge. Customer agrees that implementation of any custom interchange rate(s) which Genfare or Customer may have negotiated, or may in the future negotiate, directly with the Payment Networks may require time and development work. For recurring Purchaser Transactions, Customer shall obtain the consent to periodically charge the Purchaser on a recurring basis and retain this permission for the duration of the recurring Transactions in order to provide it to the Payment Brands, the issuing bank of the Purchaser's Payment Instrument, Genfare, as well as Genfare's third party service providers and its affiliates on request. 2. Compliance. Customer agrees that it shall only access the Additional Services via the Mobile Link platforn and use the Additional Services in accordance with this Exhibit B. Customer hereby agrees to comply with (a) all applicable law; (b) all applicable Payment Network Rules; (c) the written agreement between Customer and the Processing Service provider (the "Processing Agreement"); (d) the Payment Brand Rules; (e) the Security Standards; (f) the written agreement between Customer and the Gateway Service provider (the "Gateway Agreement"); and (g) the policies and procedures of the Processing Services provider or the Gateway Service provider that are provided to Customer from time to time regarding Customer's use of the Processor Services or Gateway Services, respectively. More specifically, Customer acknowledges and agrees that it shall: • Accept all categories of Visa and MasterCard Payment Instruments (i.e. debit and credit cards) unless the customer has previously, through written notice, indicated election of one of the Limited Acceptance Options, as well as all foreign bank -issued Visa or MasterCard Payment Instruments; o If a Limited Acceptance Option is selected by Customer, then the Customer must display appropriate signage to indicate the details of the applicable Limited Acceptance Option • Not engage in any practice that unfavorably discriminates against or provides unequal treatment of any Payment Brand relative to any other Payment Brand; • Not set a dollar amount above or below which it refuses to honor otherwise valid Payment Instruments during the Subscription Tenn; • Physically examine each Payment Instrument used at those attended points of sale to determine that the Payment Instrument presented is valid and has not expired; • Notify Genfare, and to the extent possible its third party service providers, of the intent to conduct Unattended Transactions; • Ensure that there are appropriate procedures in place to confirm that each Unattended Transaction is made by the intended Purchaser; • Not split a single Transaction into two or more Transactions to avoid or circumvent authorization limits or monitoring programs; • Not accept Payment Instruments for the purchase of [scrip]; • Not require a Purchaser to complete a postcard or similar device that includes a Purchaser's Payment Instrument information; • Not disburse or advance any cash to the Purchaser, itself, its representatives, agents or employees in connection with a Transaction • Not accept payment for effecting credits to a Purchaser; • Not make or have previously made a representation or agreement for the issuance of refunds except as stated in all applicable refund policies that have been published to Genfare and all Purchasers; • Not accept or facilitate the acceptance of Payment Instruments in connection with installment plans; • Execute any and all applications and documentation required by the Payment Brands and Genfare's third party service providers and its affiliates; • Not operate a Prohibited Business, nor fall within the Prohibited Merchant Category, nor submit a Prohibited Transaction, as these terms are defined in Annex A, which Annex is hereby incorporated into this Exhibit B; • Maintain a refund policy and disclose such refund policy to Genfare, its third party service providers, and Purchasers; • Submit any change of its refund policy 14 days prior to the effective date of such change to Genfare and its third party service providers; • Prepare and deliver to Genfare and its relevant third party service providers, Transactions reflecting any refund within 3 days of the Customer or Genfare approving such a refund; • Not accept any payment from a Purchaser as consideration for issuing a refund; • For recurring Transactions of a Purchaser, obtain the consent to periodically charge the Purchaser on a recurring basis and retain this permission for the duration of the recurring Transactions in order to provide it to the Payment Brands, the issuing bank of the Purchaser's Payment Instrument, Genfare, as well as Genfare's third party service providers and its affiliates on request; • Retain written documentation specifying the frequency of any recurring charges to a Purchaser and the duration of time during which such charges may be made; • Not submit any recurring transaction after receiving a cancellation notice from a Purchaser or a notice from Genfare, its third party service providers or any Payment Brand that a Purchaser's Payment Instrument is not to be honored; • Offer Purchasers a data protection method such a 3-D Secure or Secure Sockets Layer (SSL); • Maintain their respective Merchant Settlement Accounts for as long as they receive Additional Services; • Notify Genfare and its third party service providers with no less than 5 days prior notice of an intent to close their respective Merchant Settlement Accounts • Substitute another Merchant Settlement Account subsequent to the closure of any prior Merchant Settlement Account; • Obtain an authorization code through a Genfare's third party service provider for each Transaction; • Have a valid agreement in effect with any applicable Payment Brand; • Store and retain Transactions and Transaction Receipts in compliance with the Payment Brand Rules; • If applicable, send Genfare and Genfare's relevant third party service provider, via certified or overnight mail or confirmed fax, a written resolution of the investigation of a Retrieval Request, along with legible copies of any supporting documentation requested or required by the Retrieval Request • Exercise reasonable case to prevent disclosure or use of Payment Instrument Information; • Not using Payment Brand Marks, other than as expressly authorized by the Payment Brands; and • Use the Payment Brand Marks only to promote the services covered by the Payment Brank Marks by using them on decals, indoor and outdoor signs, advertising materials, and marketing materials, provided that all such uses are consistent with the Payment Brand Rules. 3. Merchant Payment Processing Instructions and Guidelines. As a condition of Customer's receipt of the Payment Processing Services, Customer must agree in writing to the Merchant Payment Processing Instructions and Guidelines attached hereto as Annex B, which Annex is hereby incorporated into this Exhibit B. 4. Fraud Losses, Chargebacks, Refunds, Fines, and Liabilities. Customer acknowledges and agrees that (i) it is solely responsible for all fraud losses it incurs in connection with the Services and that (ii) may be subject to reversals of previously settled Card Transactions ("Chargebacks") and to fees, charges, fines, costs, assessments, damages, liabilities, and amounts imposed as a result of its failure to comply with the terms of this Exhibit B, the Agreement, any Payment Network Rules, or any state, federal, or local laws, rules, or regulations ("Laws") (collectively "Deductions"). If Customer elects to make refunds of Card Transactions, Customer is solely responsible for such amounts and all fees relating thereto, but in no instance will Customer make such refunds by cash or cash equivalents. Customer must upon notice immediately pay all amounts owed directly to Genfare, and Genfare reserves the right to recover such funds directly from Customer via ACH from Customer's designated account. Customer's obligation to pay amounts owed to Genfare will survive the expiration or termination of this Exhibit B or the Agreement for any reason. 5. Application; Information; Additional Representations and Warranties. Customer represents and warrants that all information provided in the Application is, and will remain throughout the term of this Exhibit B, true and correct in all respects. Customer warrants and represents that it has no knowledge or notice of information that would lead it to believe that the enforceability or collectability of Transactions will in any manner be impaired. Further, Customer has not submitted a Transaction that is known or should be known to it to be either fraudulent, illegal, or damaging to any Payment Brand. Genfare may require Customer to provide an updated service application ("Application") at the time of renewal or other term extension or upon Genfare's request from time to time. Customer will promptly notify Genfare prior to any change in its legal name, organizational structure, ownership, principals, a change to Customer's bank account, or the filing of a bankruptcy or similar proceeding by or against it, and any failure to so notify Genfare of such event shall constitute grounds for termination of this Exhibit or the Agreement. Customer hereby authorizes Genfare (and its designees, which may include Gateway Services provider, Processing Service provider, and the acquiring bank) to obtain credit reports and perform such credit checks on Customer, its principals and affiliates as Genfare or its designee deems advisable in its sole discretion at any time. Customer also hereby authorizes Genfare or its designee to obtain, and grants Genfare the limited power of attorney to obtain, information regarding Customer's bank account (including, without limitation, account balance and activity at any given tune). Customer further represents and warrants that its execution of and performance under this Exhibit B (i) in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including its governing documents or any agreement with any third party; and (ii) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party. Customer agrees that authorization of a Transaction indicates that the Payment Instrument (i) contains a valid account number and (ii) has an available credit balance sufficient for the amount of the Transaction. 6. Data Security. Customer agrees to, and to cause third parties acting as Customer's agent, to comply with the Payment Network Rules and all applicable laws, including, without limitation, any and all confidentiality and security requirements of Payment Networks, including but not limited to the Payment Card Industry Data Security Standard. Without limiting the foregoing, Customer agrees that it is responsible for maintaining the security and integrity of its machines and terminals and will take such measures as are necessary for such protection, including but not limited to compliance with the applicable portions of the Payment Card Industry Security Standards Council ("PCI-SSC") "Information Supplement: Skimming Prevention - Best Practices for Merchants" (available at www.pcisecuritystandards.org/documents/skimming prevention_IS.pdf) and Payment Card Industry Unattended Payment Terminal Security Guidelines and such other relevant guidelines and best practices as are published or promulgated by the PCI-SSC or any successor thereto. Customer shall be fully and solely responsible for any damages, fines or fees incurred by Customer, Gateway Service provider, Processing Service provider or other processor retained by Customer, the acquiring bank, or any other party as a result of Customer's failure to comply with the foregoing or any other terms of this Exhibit B. 7. No License. The Gateway Services are licensed by the Gateway Services provider and are not licensed or sublicensed by Genfare. 8. No Warranties. Notwithstanding anything to the contrary contained in the Agreement, Genfare makes no claims or warranties with respect to the Processing Services provider, the Processing Services, the Gateway Services provider, or the Gateway Services. 9. Support for Additional Services. Support for the Gateway Services will be provided as follows: N/A Support for the Processing Services will be provided as follows: Customer to provide first level support, then can escalate to Genfare for additional support. 10. Additional Termination Rights. In addition to the teiinination rights contained in the Agreement, Customer acknowledges and agrees that Genfare may, upon written notice to Customer, immediately suspend or terminate this Exhibit B and/or the Agreement following the suspension, termination or expiration of Genfare's agreement with the Gateway Services provider or the Payment Processing Services provider. 11. Indemnification. In addition to and not in lieu of Customer's indemnification obligations contained elsewhere in the Agreement, Customer agrees that it shall indemnify Genfare against all fees, charges, fines, assessments, costs, damages and liabilities asserted by Gateway Services provider, Processing Service provider, any third party processor, any acquiring bank, any Payment Network, or any governmental authority arising out of or related to Customer's use of the Gateway Services, Processing Services or other performance of this Exhibit B, except for those caused solely by Genfare's gross negligence or intentional misconduct. 12. Survival. The terms of this Exhibit B that expressly or by implication are intended to survive termination shall survive termination of this Exhibit. 13. [Reserved] 14. Definitions. "Payment Brand" means any payment method provider whose payment method is accepted by Paymentech for processing, including, without limitation, Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, and other credit and debit card providers, debit network providers, gift card, and other stored value and loyalty program providers. Payment Brand also includes the Payment Card Industry Security Standards Council. "Payment Brand Rules" means all published bylaws, rules, programs, and regulations, as they exist from time to time, of the Payment Brands. "Payment Network Rules" means the then -current Payment Network operating rules and regulations. "Payment Network" means a Card brand (e.g., Visa, MasterCard, Discover or other card brand). "Payment Instrument" means an account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representatives or members of a Payment Brand, that are accepted from Customers as payment for a good or service. Payment Instruments include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates, and credit accounts. "Unattended Transactions" means those Transactions where it is not physically possible for the Customer to examine each Payment Instrument used, such as Transactions at unattended points of sale, on-line, mail, telephone, pre -authorized or recurring Transactions. "Limited Acceptance Options" means either (i) all Visa and MasterCard consumer credit cards and Visa and MasterCard commercial credit and debit cards; or (ii) Visa and MasterCard debit cards only (excluding credit cards). "Purchaser" means the person or entity to whom a Payment Instrument is issued or who is otherwise authorized to use a Payment Instrument. "Transaction" means a transaction conducted between (a) a Customer and a Purchaser, either directly or through Genfare, or (b) a Genfare and Purchaser, utilizing a Payment Instrument in which consideration is exchanged (i) between the Customer and Purchaser, or (ii) between the Purchaser and Genfare. Transaction also means the written or electronic record of a Transaction, including, without limitation, an authorization code or settlement record. "Security Standards" are all rules, regulations, standards or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Card Information, including but not limited to the Payment Card Industry Data Security Standards ("PCI DSS"), Visa's Cardholder Information Security Program ("CISP"), Discover's Information Security & Compliance Program, American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program ("SDP"), Visa's Payment Application Best Practices ("PABP"), the Payment Card Industry's Payment Application Data Security Standard ("PA DSS"), MasterCard's POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time. "Transaction Receipt" means an electronic or paper record of a Transaction generated upon completion of a sale or Refund, a copy of which is presented to the Customer. "Retrieval Request" means a request for information by a Customer or Payment Brand relating to a claim or complaint concerning a Transaction. "Payment Instrument Information" means information related to a Customer or the Customer's Payment Instrument that is obtained from the Customer's Payment Instrument or from the Customer's use of a Payment Instrument (e.g., a security code, a PIN number, credit limits, account balances, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Payment Instrument account number and expiration date, the Customer's name or date of birth, PIN data, security code data (such as CVV2 and CVC2), and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically, or otherwise stored thereon. For the avoidance of doubt, the data elements that constitute Payment Instrument Information shall be treated according to their corresponding meanings as "cardholder data" and "sensitive authentication data" as such terms are used in the then current PCI DSS. "Payment Brand Marks" means means the brands, emblems, trademarks, and logos that identify a Payment Brand. "Merchant Settlement Account" means at least one bank account for the deposit and settlement of funds arising from the processing of Transactions one of Genfare's third party service providers. Annex A Prohibited Businesses, Merchant Categories and Transaction Types Prohibited Businesses and Business Activities: • Adult -oriented products or services (of any media type, including Internet, telephone, printed material, etc.) • Buyers clubs / Membership clubs • Collection agencies engaged in the collection of Uncollectible Debt (as defined by the Payment Brands) • Bankruptcy attorneys • Credit repair agencies • Sports forecasting or odds making • Credit counselling or credit repair services • Credit protection / Identity theft protection • Direct marketing —subscription merchants • Infoinercial merchants • Internet/MOTO pharmacies • Internet/MOTO pharmacy referral sites • Internet/MOTO Firearm or Weapon Sales • Internet/MOTO Tobacco Sales • Drug Paraphernalia • Occult Materials • Multi -level marketing businesses • Inbound telemarketers • Outbound telemarketers • Prepaid phone cards • Prepaid phone services • Rebate -based businesses • "Up -Sell" merchants • Bill payments • Escort services • Gambling or betting, including lottery tickets, raffles, casino gaming chips, off-track betting, and wagers at race tracks • Financial Institutions — Manual Cash Disbursements • Financial Institutions — Automated Cash Disbursements • Financial Institutions — Merchandise and Services • Non -Financial Institutions — Money Orders, Foreign Currency, etc. • Wire Transfer Money Orders • High -Risk Merchants • High -Risk Telemarketing Merchants • Service Station Merchants • Automated Fuel Dispensers (AFD) Genfare-The Jule Master Subscription, Services, and Support Agreement • Any business model heavily reliant upon or solely or primarily based on any guaranteed "rebate", "refund", or "prize" associated with the sale of products or services Prohibited Merchant Categories: • Merchants domiciled, residing, or having a principal place of business outside of the U.S. • Merchants engaged in any illegal activity, or any activity reasonably likely to create notoriety, cause harm or damage the reputation of Paymentech, Member or any Payment Brands • Merchants listed on the VISA Terminated Merchant File, MasterCard MATCH, or any similar Payment Brand list Prohibited Transaction types: • Account Funding Transactions • Dynamic Currency Conversion • Quasi -Cash Transactions • Purchase of a Scrip ANNEX B MERCHANT PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES Provided Separately 30 DocID: 4810-4174-8398.2 INSURANCE SCHEDULE 1. Contractor shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to the contract commencement. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent. Each certificate shall include a statement under Description of Operations: Project -Supply and Installation of an Automatic Fare Collection System and Demand Response System. 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide. 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque. 4. The contractor shall be required to carry the coverage/limits, or greater if required by law or other legal agreement, in Exhibit I. Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque. 5. Failure to obtain or maintain the required insurance shall be considered a material breach of this agreement. 6. All required endorsements shall be attached to certificate. 7 Contractor shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub -subcontractors. Contractor agrees that it shall be liable for the failure of a subcontractor and sub -subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates from the contractor. 31 DocID: 4810-4174-8398.2 INSURANCE SCHEDULE H (continued) Exhibit I COMMERCIAL GENERAL LIABILITY General Aggregate Limit $3,000,000 Products -Completed Operations Aggregate Limit $2,000,000 Personal and Advertising Injury Limit $2,000,000 Each Occurrence $2,000,000 a) Coverage shall be written on an occurrence, not claims made, form. The general liability coverage shall be written in accord with the current ISO form CG0001 or business owners form BP 00 02. b) Include Commercial General Liability General Liability coverage is primary and non- contributory. c) Include Preservation of Governmental Immunities Endorsement (Sample attached). d) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Policy shall include Waiver of Right to recover from others endorsement. B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85 as amended. Coverage A Coverage B Statutory —State of Iowa Employers Liability Each Accident Each Employee -Disease Policy Limit -Disease $1,000,000 $1,000,000 $1,000,000 Policy shall include Waiver of Right to Recover from Others endorsement. Nonelection of Workers' Compensation or Employers' Liability Coverage under Iowa Code sec. 87.22. Completed form must be attached. yes form attached INSURANCE SCHEDULE H (continued) 32 DocID: 4810-4174-8398.2 PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurer. 4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN (DEPARTMENT MANAGER: ALL IN ALL BLANKS AND CHECK BOXES) 33 DocID: 4810-4174-8398.2