HomeMy WebLinkAbout2015-04-28 - AGENDA REPORTS - CONNEXIONZ TRANSIT MAINT CONTR (2)Agenda Item: 7
CITY OF SANTA CLARITA
4) AGENDA REPORT
CONSENTCALENDAR
CITY MANAGER APPROVAL:
DATE: April 28,2015
SUBJECT: AWARD CONTRACT TO CONNEXIONZ, LTD. FOR THREE-YEAR
COMPREHENSIVE MAINTENANCE AND SUPPORT OF THE
CITY'S TRANSIT INFORMATION NETWORK
DEPARTMENT: Administrative Services
PRESENTER: Adrian Aguilar
RECOMMENDED ACTION
City Council:
Award a contract, in an amount not to exceed $332,511, to Connexionz, Ltd. for the software
licensing and support of the City's Transit Information Network to cover a three-year period,
beginning April 22, 2015, and ending April 21, 2018.
Authorize the City Manager or his designee to execute all contracts and associated
documents.
3. Appropriate $107,787 to Transit Automotive Equipment Expenditure account 12400-
520 1.003; appropriate $62,300 of Federal Transit Administration Grant Funds to Revenue
account 700-4424.009; and appropriate $45,487 of Municipal Operator Service Improvement
Program (MOSIP) Funds to. Revenue account 700-4422.007.
BACKGROUND
The Transit Information Network (TIN) is an Automatic Vehicle Location system using Global
Positioning System (GPS) technology that allows Transit staff to track and monitor the location
of its entire bus fleet and Santa Clarita Transit riders to obtain real-time bus information on
multiple platforms in order to better plan their daily travels.
Beginning with the installation of the first phase of the TIN in 2009, Santa Clarita Transit has
entered into a series of contracts with the TIN's vendor, Connexionz, Ltd., to provide ongoing
support and software licensing of the TIN's network and software which includes:
1. Updates and support of Route Tracking and Onboard Media Player software.
Page I
TO' V LL Packet Pg.
I pli,
2. Updates and support for TMS Schedule Masters trip planning and scheduling software.
3. Updates and support for NAVTEQ geographic information system (GIS).
4. Licensing for 19 light -emitting diode (LED) and 5 liquid -crystal -display (LCD) variable
real-time messaging signs.
5. Monitoring and licensing of the TIN and its software.
The current agreement is set to expire April 21, 2015. The proposed contract would cover the
period retroactive to April 22, 2015, through April 21 � 2018, for a fee of $332,511.
ALTERNATIVE ACTION
Other action as determined by the City Council.
FISCAL IMPACT
Funds in the amount of $224,724 are currently budgeted in account 12400-5201.003. Upon
approval of the recommended actions, there will be sufficient funds budgeted to cover the total
contract amount.
ATTACHMENTS
Connexionz Three -Year Support for TIN - Draft (available in the City Clerk's Reading File)
Page 2
Packet Pg. 89
Roger Carruthers, CEO
Connexionz, Ltd.
I Show Place
Level One, Building Two
Addington, Christchurch, New Zealand
Letter of Agreement
Dear Mr. Carruthers: ,
The City of Santa Clarita ("City") would like to enter into a letter of agreement
("Agreement") with Connexionz, Ltd. ("Consultant") for THREE-YEAR COMPR-EFIENSIVE
MAINTENANCE AND SUPPORT OF THE CITY'S TRANSIT INFOF-MATION NETWORK.
1. Scope of Work
Consultant is responsible for the completion of tasks and subtasks that are addressed in Exhibit
A, Scope of Work, and/or amendments to Agreement.
2. Compensation
The City agrees to compensate Consultant for services rendered based on an annual rate *of
$110,837. The total cost of Agreement shall not exceed ($332,511). This amount i epresents the
total compensation to be paid to Consultant by City for all work to be done by Consultant,
including all allowable costs.
3. Time Schedule
The schedule of work to be completed by Consultant includes delivery of work products or
services discussed in Scope of Work. Work should be completed in accordance with the final
time schedule by Consultant and agreed to by City.
4, Indemnification
CONSULTANT agrees to indemnify and hold City harmless from and against any claill),
action, damages, costs (including, without limitation, attorney's fees), injuries, or liability,
arising out of the performance of this Agreement by Consultant. Should City be flamed in any
Suit, or should any claim be brought against it by suit or otherwise, arising out of performance by
Consultant of services rendered pursuant to this Agreement, Consultant will defend City (at
City request and with counsel satisfactory to City) and will indemnify City for any judgment
tendered against it or any sums paid out in settlement or costs incurred in defense otherwise.
5. Insurance
A. General Insurance Requirements
Rcvised 1/2012 P�g, I of 12
I . All insurance shall be primary insurance and shall name City of Santa
Clarita as an additional insured. The naming of an additional insured shall not
affect any recovery to which such additional insured would be entitled under the
policy if not named as an additional insured, and an additional insured shall not be
hold liable for any premium or expense of any nature on the policy or any
extension thereof solely because they are an additional insured thereon,
2. If the operation under this Agreement results in an increased or decreased
risk in the opinion of the City's Risk Administrator, then Consultant agrees that
the minimum limits hereinabove designated shall be changed accordingly upon
written request by the Risk Administrator.
3. Consultant agrees that provisions of this paragraph as to maintenance of
insurance shall not be construed as limiting in any way the extent to which
Consultant may be held responsible for the payment of damages to persons or
In operty resulting from Consultant's activities, the activities of its
subconsultants, or the activities of any person or persons for which Consultant is
otherwise responsible.
4. A Certificate of Insurance, and an additional insured endorsement (for
general and automobile liability), evidencing the above insurance coverage with a
company acceptable to the City's Risk Administrator shall be submitted to City
prior to execution of this Agreement on behalf of the City.
5. The terms of the insurance policy or policies issued to provide the above
insurance coverage shall provide that said insurance may not be amended or
canceled by the carrier, for nonpayment of premiums otherwise, without 30 days
prior written notice of amendment or cancellation to City. In the event the said
insurance is canceled, Consultant shall, prior to the cancellation date, submit new
evidence of insurance in the amounts heretofore established.
6. All reouirod iuSLUance niust be in eflect prioi to awarding (fie contract, and
it or a SLICCCS�or policy inust be in eftect for the dination of' the contract.
Maintenance of propei insurance coverage is a material element of the
Agreement, and the failure to maintain and renew coverage or to provide
evidence of renewal may be treated by the City as a material breach of contract.
If Consultant, at any time during the term of this Agreement, should fail to
secure or maintain any insurance required under this Agreement, City shall be
permitted to obtain such insurance in Consultant's name and shall be
compensated by Consultant for the cost of the insurance premiums.
7. Should CONTRACTOR, for any reason, fail to obtain and maintain the
insurance required by this Agreement, . City may obtain coverage at
CONTARCTOR'S expense and deduct the cost of such insurance from payments
due to CONTRACTOR under this Agreement or tenninate. In the aliernativc,
Should CONTI�ACTOI� t'ail to meet anV OfthC iuSUiance requirements under this
agreenic it, Citv tnav cancel the Agrectnent immediat0y widi—noTenalty.
Revised 1/2012 Vagc 2 of 12
8. Should Contractor's insurance required by this Agreement be cancelled at
any point prior to expiration of the policy, CONTRACTOR must notify City
within 24 hours of receipt of notice of cancellation. FLirthermoic
CONTRACTOR nlUSl obtain replacement covera,-,c that inects all contractual
requirements within 10 days of' the prior i1)SUrCr'S issuance 01' notice Of
cancellation. CONTRACTOR must ensure that there is no lapse in covera,,,e.
B. General Liability and Property Damage Insurance
Consultant agrees to procure and maintain general liability and property damage
insurance at its sole expense to protect against loss from liability imposed by law
for damages on account of bodily injury, including death therefrom, suffered or
alleged to be suffered by any person or persons whomsoever, resulting directly
from any act or activities of Consultant, its subconsultants, or ally person acting
for Consultant or under its control or direction, and also to protect against loss
from liability imposed by law for damages to my property of any person caused
directly or indirectly by or from acts or activities of Consultant, or its
subconsultarits, or any person acting for Consultant, or under its control or
direction. Such public liability and property damage insurance shall also provide
for and protect City against incurring any legal cost in defending claims for
alleged loss. Stich general liability and property damage insurance shall be
maintained in the following minimum limits: A combined single -limit policy with
coverage limits in the amount of $1,000,000 per occurrence will be considered
equivalent to the required minimurn limits.
C. Automotive Insurance
Consultant shall procure and maintain public liability and property damage
insurance coverage for automotive equipment with coverage limits of not less
than S 1,000,000 combined single limit. If Consultant does not own automobiles,
Consultant shall provide a waiver releasing City from all liability resulting front
Consultant's use of personal vehicles on project. I
D. Worker's Compensation Insurance
Consultant shall procure and maintain Worker's Compensation Insurance in the
amount of $1,000,000 per occurrence or as will fully comply with the laws of the
State of California and which shall indemnify, insure, and provide legal defense
for both Consultant and City against any loss, claim, or damage arising from any
injuries or occupational diseases happening to any worker employed by
Consultant in the course of carrying out the Agreement.
6. W-9 Form — Request for Taxpayer Identification Number and Certification
Pursuant to Senate Bill 542, chaptered in 1999, the Employment Development Department
(EDD) of the State of California requires that a W-9 Form be filed by all vendors for all contracts
entered into with the City of Santa Clarita. Consultant agrees to complete all required forms
necessary to comply with EDD regulations.
Rmsed 1/2012 Page 3 of 12
7. Notices
All cornmunications to either party by the other party will be deemed made when received by
such party at its respective name and address as follows:
If to CONSULTANT:
Connexionz, Ltd.
I Show Place
Level One, Building Two
Addington, Christchurch, Now Zealand
Attention: Roger Carruthers, CEO
If to CITY:
City of Santa Clarita
23920 Valencia Boulevard, Suite 300
Santa Clarita, CA 91355
Attention: Adrian Aguilar, Transit
Manager
Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States mail, postage prepaid and property
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices arc
to be given by giving notice in the manner prescribed in this paragraph.
8. Conflict of Interest
CONSULTANT will comply with all conflict ofinterest laws and regulations including, without
limitation, CITY's Conflict of Interest Code (on file in the City Clerk's Office). It is incumbent
upon the CONSULTANT or CONSULTING FIRM to notify the CITY pursuant to Section 7.
Notices of any staff changes relating to this Agreement.
A. In accomplishing the scope ofservices of this Agreement, all officers, employees
and/or agents of CONSULTANT(S), unless as indicated in Subsection B., will be
performing a very limited and closely supervised function, and, therefore,
unlikely to have a conflict of interest arise. No disclosures are required for any
officers, employees, and/or agents of CONSULTANT, except as indicated in
Subsection B.
Initials of Consultant
B. In accomplishing the scope of services of this Agreement, CONSULTANT(S)
will be performing a specialized or general service for the CITY, and there is
substantial likelihood that the CONSULTANT'S work product will be presented,
either written or orally, for the purpose of influencing a governmental decision,
As a result, the following CONSULTANT(S) shall be subject to the Disclosure
Category "I " of the CITY's Conflict of Interest Code:
Revised 1/2012 P-age4 of 12
9. Electronic Transmission of Contract and Signatures
The Parties agree that this Agreement may be transmitted and signed by electronic mail by
cither/any or both/all Parties, and that such signatures shall have the same force and effect
as original signatures, in accordance with California Government Code section 16.5 and
Civil Code section 1633.7.
(SIGNATURES ON NEXT PAGE)
Rc,ised 1/2012 Page 5 of 12
IN WITNESS WHEREOF, the parties hereto have exeCUted this contract on this date of
FOR CONTRACTOR:
By
Print Name & Title
Date:
FOR CITY OF SANTA CLARITA:
KENNETH W. STRIPLIN, CITY MANAGER
By:
City Manager
Date:
APPROVED AS TO FORM:
JOSEPH M. MONTES, CITY ATTORNEY
By:
City Attorney
Date:
Rcv,��d 1/2012 Pag 6 of 12
EXHIBIT A: SCOPE OF WORK
Vendor: Connexionz, LTD.
THREE-YEAR COMPREHENSIVE MAINTENANCE
AND SUPPORT OF THE CITY'S TRANSIT
INFORMATION NETWORK
This agreement covers the period fetroactive to April 22, 2015, through April 2 1, 2018, for a
total fee of $332,511. Connexionz, Ltd., is to provide ongoing support and software licensing of
the TIN's network and software which includes:
I . Updates and support of Route Tracking and Onboard Media Player software.
2. Updates and support for TMS Schedule Masters trip planning and scheduling software.
3. Updates and support I'm NAVTEQ geo-raphic information system (GIS).
4. Licensing for 19 light-ernitting diode (LED) and 5 liquid -crystal -display (LCD) variable
real-time messaging signs,
5. Monitoring and licensing of the TIN and its software.
Connexionz, Ltd. is to also comply with the federal rules and regulations set forth in Exhibit B of
this agreement.
Revised IP012 I pagv 7 of 12
EXHIBIT B: FEDERAL REGULATIONS
Vendor: Connexionz, LTD.
THREE-YEAR COMPREHENSIVE MAINTENANCE
AND SUPPORT OF THE CITY'S TRANSIT
INFORMATION NETWORK
FTA TERMS AND CONDITIONS
Energy Conservation The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in
compliance with the Energy Policy and Conservation Act.
2. Federal Changes Contractor shall at all times comply with all applicable ETA regulitions, policies,
pF0Ced11rCs and directives, including without lintitation, those listed directly or by reference in the
Agreement (Form ETA MA dated October 2013) between Purchaser and FTA, as they may be
amended or promulgated from time to time din ing the terril of this contract. Contractor's failure to
so comply shall constitute a material breach of this contract.
No Obligation by the Federal Government
a) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence
by the Federal Government in or approval of the solicitation or award of the underlying
contract, absent the express written consent by the Federal Government, the Federal
Government is not a party to this contract and shall not be subject to any obligations or
liabilities to the Purchaser, Contractor, or any other party (whether or not a pat ty to that
contract) pertaining to any matter resulting from tile Undei lying contract,
b) The Contractor agrees to include the above clause in each subcontract financed in whole or in
part with Federal assistance provided by FTA. It is fiarther agreed that the clause shall not be
modified, except to identify the subcontractor who will be subject to its provisions.
Program FmLld and False or Fraudulent Statements o: Related Acts.
(a) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Proglani Fraud
Civil Remedies," 49 C.F.R. Part 3 1, apply to its actions permining to this Project. Upon
execution of the underlying contract, the Contractor certifies or affirms the truthfulness and
accuracy of any statement it has made, it makes, it may make, or causes to be made,
pertaining to the underlying contract or the ETA assisted project for which this contract wm k
is being perforuied. In addition to other penalties that may be applicable, the Contractor
further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent
claim. statement, submission, or certification, the Federal Government reserves the right to
impose the penalties of (he Program Fraud Civil Remedies Act of 1986 on the Contractor to
the extent the Federal Government deems appropriate.
(b) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fiaudident claim, statement, submission, or certification to the Federal Government tinder a
conuact connected with a project that is firainced in whole or in part with Federal assistance
originally awarded by FTA tinder the authority of 49 U.S.C. '5307, the Government reserves
the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the
Contractor, to the extent the Federal Government deems appropriate.
(c) The Contractor agrees to include the above two clauses in each subcontract financed in whole
or in pail with Federal assistance provided by FTA� It is further agreed that the clauses shall
not be modified, except to identify the subcontractor who will be subject to the provisions.
Revi.wd 1/2012 pagc 8 of 12
Civil Rights. The following requirements apply to the underlying contract:
(a) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42
U.S.C. § 2000d, section 303 of the Age Discri ini nation Act of 1975, as amended, 42 U.S.0
6102, section 202 of the Americans with Disabilities Act of' 1990, 42 U.S.C. § 12132, and
Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate
against any employee orapplicant for employment because of race, color, creed, national
origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable
Federal implementing regulations and other implementing requirements FTA may issue.
(b) Equal Employment OpportUnit . The following equal employment opportunity requirements
apply to the underlying contract:
1. Rice, Color, Creed, National Orivin, Sex. In accordance with Title VII of the Civil
Rights Act, is amended, 42 U.S.C. ' 2000e, and Federal transit laws at 49 U.S.C.
5332, the Contractor agrees to comply with all applicable equal employment
opportunity requirements of U.S. Department of Labor (U.S. DOE) regulations,
"Office ofFedinal Contract Compliance Programs, Equal Employment Oppoilunity,
Department of Libor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order
No. 1122246, "Equal Employment Opportunity," as amended by Executive Ordel No.
11375, "Amending Executive Ordei 11246 Relating to Equal Employment
Opportunity," 42 U.S.C. ' 2000e note). and with any applicable Federal statutes,
executive orders, regulations, and Federal policies that may in the Juiture affect
construction activities undertaken in the course of the Project. The Contractor agrees to
take affirmative action to ensure that applicants are employed, and that employees are
treated during employment, without regard to their rice, coloi, creed, national origin,
sex, oi age. Stich action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. In addition, the Contractor agrees to comply with
any implementing requirements FTA may issue.
2. Age. In accordance with section 4 of the Age Discrimination in Employment Act of
1967, as amended, 29 U.S.C. " 623 and Federal transit law at 49 U.S.C., 5332, the
Contractor agrees to refrain from discrimination against present and prospective
employees for reason of age. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
3. Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 U.S.C. ' 12112, the Contractor agrees that it will comply with tile
requirements of U.S. Equal Employment Opportunity Commission, "Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities Act,
29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition,
the Contractor agrees to comply with any implementing requirements FTA may issue.
4. Subcontracts. The Contractor also agrees to include these requirements in each
subcontract financed in whole or in part with Federal assistance provided by FTA,
modified only if necessary to identify the affected parties.
6, Incorporation of Federal Administration (FTA) Terris. The preceding provisions include, in part,
certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the
preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA
Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein
notwithstanding, all FTA rnmidated terms shall be deenied to control in the event of a conflict with
other provisions contained in this Agreement, The Contractor shall not perform any act, fail to
perform any act, or refuse to comply with any City of Santa Claria. requests which would cause
the City of Santa Clarita to be in violation ofthe FTA terms and conditions.
7. Access to Records/Reports. The following access to records requirements apply to this Conn act:
(,a) Where tile Purchaser is not a State but a local government and is the FTA Recipient or a
subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(l), the Contractoi agrees
Revised 1/2012 Page 9 of 12
to provide the Purchaser, the FTA Administrator, the Comptroller General of the United
States or any of their authorized representatives access to any books, documents, papers and
records of the Contractor which are directly pei lineal to this contract for the purposes of
making audits, examinations, excerpts, and transcriptions. Contractor also agrees, pursuant to
49 C�F,R. 633.17, to provide the FTA Administrator or his aUthorized representatives
including any PMO Contractor access to Contractor's records and construction sites
pertaining to a major capital project, defined at 49 U,S.0 5302(a) I , which is receiving federal
financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 53 11,
(b) Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient
in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA
Administrator or his authorized representatives, including any PMO Contractor, access to the
Contractor's records and construction sites pertaining to a major capital project, clefined at 49
U.S�C. 5302 (a) 1, which is receiving federal financial assistance through the programs
described at 49 U.S.C. 5307, 5309 or 53 11. By definition, a major capital project excludes
contracts of less thin the simplified acquisition threshold currently set at S 100,000.
(c) 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 nonprofit organization and is the FTA Recipient or a sub.-rantee of the FTA Recipient in
accordance with 49 C.F,R. 19.48, Contractor c9grees to proN ide the Purchaser, FTA
Administrator, the Comptroller General of the United States or any of their duly authorized
representatives with access to any books, documents, papers and record of the Contractor
which are directly pertinent to this contract for the purposes of making audits, examinations,
excerpts and transcriptions.
(d) Where any Purchaser which is the FTA Recipient or subgrantee of the FTA Recipient in
accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement
(defined at 49 U.S.C. 5302(a) 1) through other than competitive bidding, tile Contractor shall
make available records related to the contract to the Purchaser, the Secretary of
Transportation and the Comparollei General or any authorized officer or employee of any of
them for the purposes of conducting an audit and inspection.
(e) The Contractor agrees to perunit any of the foregoing parties to reproduce by'any means
whatsoever or to copy excerpts and transcriptions as reasonable needed.
(f) The Conti -actor agrees to maintain all books, records, accounts and reports required under this
contract for a period of not less than three 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 Contractor agrees to maintain same until the
Purchaser, tile FTA Administrator, the Comptroller General, or any of their duty authori7ed
representatives, have disposed of all such litigation, appeals, claims or exceptions related
thereto, Reference 49 CFR 18.39(i)(I 1).
(g) FTA does not require the inclusion of these requirements in subcontracts.
Temunation Provisions. The following access to records requirements apply to this ContracC
(a) Termination for Convenience (General Provision) tile recipient may terminate this contract, in
whole oi in part, at any time by written notice to contractor when it is in the recipient's best
interest. Contractor shall be paid its costs, including contract close-out costs, and profit oil
work performed up to the time of termination. Contractor shall promptly submit its
termination claim to the recipient. lfcontractor is in possession of any of the recipient's
property, contractor shall account for same, and dispose of it as the recipient directs.
(b) Terininition for Default [Breach or Cause] (General Provision) If contractor does not deliver
items in accordance with the contract delivery schedule, or, if the contract is 11a services, and
contractor faits to perform in the manner called for in the contract, or if contractor fails 10
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 contractor setting
forth the manner in which contractor is in default. Contractor shall only be paid the Contract
price forsupplies delivered and accepted, or for services performed in accoidunce with the
manner of performance set forth in the contract. If it is later determined by the recipient that
contiactor 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 contractor, the recipient, after setting tip
Revise,] 1/2012 Page 10 of 12
a new delivery or performance schedule, may allow contractor to continue work, or treat the
tennination as a termination for convenience.
(c) Opportunity to Cure (General Provision) the City in its sole discretion may, in the case of a
termination for breach of default, allow contractor all appropriately short period of nine in
which to cure (lie defect. In such case, the notice of termination shall state the time period in
" Inch cin e is permitted and other appropriate conditions If contractor fails to remedy to the
recipient's satisfaction the breach or default or any of the terms, covenants, or conditions of
this Contract within tell ( 10) days after receipt by contractor 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 contractor, Any such termination for
default shall not in any way operate to preclude the recipient from also pursuing all available
remedies against contractor and its sureties for said breach of default.
(d) Waiver of Remedies for any Breach In the event that the recipient elects to waive its remedies
for any breach by contractor 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.
(e) 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 recipient's
interest. If the contract is terminated, the recipient shall be liable only for payment Linder the
payment Provisions offins contract for services rendered before the effective date of
termination.
Termination for Default (Supplies and Service) If contractor fails to deliver supplies or to
perforun the services within the time specified in this contract or any extension or if the
contractor fails to comply with any other provisions of this contract, the recipient may
terminate this contract for default. The recipient shall tenninate by delivering to contractor a
notice of termination specifying the nature of deftailt. Contractor 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 tenifination for failure to fulf-ilt
contract obligations, it is determined that contractor was not in default, tile rights and
obligations ofthe parties shall be the saindas if termination had been issued for the recipient's
convenience.
(g) Tennina tion for Default (Transportation Services) If contractor fails to pick up the
commodities or to perform the services, including delivery services, within the time specified
in this contract or any extension or if contractor 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 contractor a notice of termination specifying the nature of default,
Contractor shall only be paid the contract price for services performed in accordance with the
manner of perforniance set forth in this contract. If this contract is tanninated while
contractor has possession of the recipient goods, contractor shall, as directed by the recipient,
protect and preserve the goods until suri-endered to (he recipient or its agent. Contractor 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 detern-fined that contractor was not in default, the rights and
obligations of the parties shall be the same as if termination had been issued for the recipient's
convenience.
(It) Tennination for Default (Construction) If contractor reftises 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 contractor 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 contractor 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. Contractor and its
sureties shall be liable for any damage to tile recipient resulting from contractor's refusal of
failure to complete the work within specified nine, whether or not contractor's right to
proceed with the work is ternuinated. This liability includes any increased costs incurred by
the recipient in completing the work.
Rev�sed 1/2012 Page I I of 12
9. Suspension and Debarment . This contract is a covered transaction for purposes of 49 CFR
Part 29. As such, the contractor is required to verify that none of the contractor, its m incipals, as
defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, ire excluded or disqualified
as defined at 49 CFR 29.940 and 29.945,
The contractor 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 proposer certifies as follows: I Will
comply with Federal debarment and suspension requirements, and 2 Reviews the "System for
Award Management" at littps://www.saiii.gov, if necessary to comply with U.S. DOT regulations,
2 C.F.R. pail 1200.
10. Prompt payment. The prime contractor agrees to pay each subcontractor under this prime contract
for satisfactory perforniance of its contract no later than 30 days from the receipt of each payment
the prime contract receives from the Recipient, The prime contractor agrees Ifirther to return
retainage payments to each subcontractor within 30 days after the subcontractors work is
satisfactorily completed. Any delay or postponement of payment from the above referenced time
frame may occur only for good cause following written approval of (fie Recipient. This clause
applies to both DBE and non -DBE subcontractors.
Rmsrd 1/2012 Page 12 of 12