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HomeMy WebLinkAbout08/20/1996, C-5 - AWARD OF CONTRACT FOR PURCHASE OF TWO BUSES council j aGcnba Report CITY O F SAN LUIS O B I S P O FROM: Michael D. McCluskey, Public Works Director Prepared By: Reinie Gwin, Transportation Technician SUBJECT: Award of Contract for Purchase of Two Buses CAO RECOMMENDATIONS 1) Award the "Contract for Purchase of Two Buses" in the amount of$515,099.66 to Gillig Corporation 2) Authorize the Mayor to execute the contract DISCUSSION Overview As the City Council may recall, this contract is to purchase two buses: one for SLO Transit and one for Regional Transit. These two procurements were combined because financing was available under a special combined federal grant. The new bus for SLO Transit is needed as soon as possible to improve operations on Route 3. The bus currently serving Route 3 is a 1982 Orion which has accumulated over one million miles and as a result breaks down more frequently than average. Adding to this condition is the very long cycle time on the existing wheelchair lift which adds delays to a route with the highest number of wheelchair boardings. Once a new bus can be assigned to Route 3, it is staffs intent that the Orion be relegated to "backup status". This will then allow one of the older buses now being used as a backup to be retired from service. Background In March 1995 the Council awarded a contract to Flxible Corporation for the purchase of two compressed natural gas (CNG) buses. At that time the City received authorization from the Federal Transit Administration (FTA) to execute a sole source purchase based on prices and specifications from the City of Oxnard. The City executed the contract with Flxible in April 1995 with an expected delivery date of October 1995. The buses were not delivered on schedule, and after numerous delays, the City discovered that Flxible was experiencing financial difficulties and had ceased bus production in December 1995. In February 1996 the City and Regional Transit terminated the contract with Flxible and soon after, staff looked for another manufacturer and found that the only other CNG bus manufacturers were Orion and New Flyer. Orion estimated that it could furnish two well-equipped CNG buses within the established budget but that delivery time would be 30 to 36 months. New Flyer estimated that it could only furnish two, operationally speaking, "bare bones" CNG buses for $23,000 more than the amount budgeted with a delivery time of 22 to 24 months. d6l/ Council Agenda Report - Award of Contract for Purchase of Two Buses Page 2 Contract Changes Due to the long delivery times and the pressing need for a new bus on Route 3, staff concluded that a CNG bus was not feasible for this procurement and consequently began looking for a "sole source" contract with a short delivery period similar to the original Flxible contract but specifying conventional diesel buses. The proposed contract with Gillig Corporation is based on price and specifications from the Santa Clara Valley Transportation Authority(SCVTA). The cost is 15 percent below budget, with delivery anticipated in January 1997. Diesel vs. CNG Three advantages of diesel engines over CNG engines are greater fuel efficiency, more durability, and lower cost. In keeping with current policy, staff would prefer buying CNG buses, however diesel buses have become a much better alternative fuel than in the past. Strict emission standards imposed in 1994 forced diesel manufacturers to design engines which are now nearly as clean as CNG engines. FTA Authorization The FTA has approved grant conditions allowing the substitution of diesel buses for CNG buses since Gillig only manufactures diesel buses. Furthermore, staff has completed the documentation for a sole source procurement using the SCVTA prices and specifications. CONCURRENCES The Mass Transportation Committee (MTC) concurs with the recommendations of this report FISCAL EMPACT SLO Transit SLORTA* Bus Bus Total FTA Grant $239,486.92 $199,202.40 $438,689.32 Local Match 26.609.66 49.800.68 76.410.34 Totals $266,096.58 $2497003.08 $515,099.66 * SLORTA will reimburse the City for its local match. Council Agenda Report - Award of Contract for Purchase of Two Buses Page 3 The budgeted amount for both buses is $577,000. Changing from CNG to diesel results in a net savings of$61,903. ALTERNATIVES Other options that may be pursued include: 1) Buy a CNG bus from Orion. The existing budget would cover the cost of this option, but delivery time would be 30 to 36 months. 2) Buy a CNG bus from New Flyer. Delivery time would be 22 to 24 months under this option, and cost would exceed the budget by $23,000. 3) Buy a diesel bus from another manufacturer. The cost of this option would probably be higher than the recommended action, because prices for the recommended action were procured competitively by another agency buying a large number of buses. Also, delivery time would be longer. Attachment Gillig Contract C-s-3 CONTRACT FOR PURCHASE OF TWO BUSES THIS CONTRACT is made and entered into in the City of San Luis Obispo on this day of 1996 by and between THE CITY OF SAN LUIS OBISPO hereinafter referred to as "City", a municipal corporation, and THE GILLIG CORPORATION hereinafter referred to as "Contractor". WITNESSETH: WHEREAS, City has received a Federal Transit Administration Section 9 Grant (#CA-90- X578-00) for the purchase of two (2) new buses, namely, two (2) thirty-five foot, wheelchair lift- equipped, diesel motor coaches; and, WHEREAS,SANTA CLARA VALLEY TRANSPORTATION AUTHORITY(hereinafter referred to as "SCVTA"), issued an Invitation to Bid to provide such buses, which consisted of Solicitation,Bid Form, Contractual Provisions,Technical Specifications, Acceptance,Pre and Post Delivery Inspections, and Warranty Provisions, and Contractor made such a proposal; and, WHEREAS, City is desirous of purchasing transit vehicles utilizing the price structure of the transit vehicles purchased by SCVTA; and WHEREAS, City and Contractor have agreed to the purchase and sale of the above described transit vehicles in conjunction with the SCVTA purchase, subject to the same terms, Solicitation, Bid Form, Contractual Provisions,Technical Specifications,Acceptance,Pre and Post Delivery Inspections and Warranty Provisions of said Invitation to Bid; and WHEREAS, City accepts the proposal of Contractor to SCVTA as set forth herein. NOW,THEREFORE,in consideration of their mutual promises, obligations,and covenants hereinafter contained, the parties hereto agree as follows: 1. Contract Documents. Incorporated by reference into this contract are SCVTA's Invitation to Bid, Solicitation, Bid Form, Contractual Provisions, Technical Specifications, Acceptance, Pre and Post Delivery Inspections and Warranty Provisions (Exhibit A); Contractor's request for approved equals and SCVTA's and City's response thereto (Exhibit B); and Contractor's Proposal (Exhibit Q. Such exhibits shall be collectively referred to herein as "the contract documents." In the case of any conflict or inconsistency between any portion of the contract documents and this contract, the provisions of this contract shall prevail. Mere repetition of or specific reference to some portions of the contract documents in this contract shall not be deemed to waive, supersede or conflict with portions of the contract documents not so repeated or specifically referred to. 2. Bus. Contractor shall provide to City two (2) thirty-five foot, wheelchair lift-equipped, diesel buses in accordance with this contract and the contract documents. The specifications contained in Exhibit A, as modified by the approved equals contained in Exhibit B, must be 1 L SJ'� contained in Exhibit A, as modified by the approved equals contained in Exhibit B, must be adhered to by Contractor. If Contractor, on account of conditions developing during the performance of this contract, finds it impracticable to comply strictly with such specifications and approved equals and applies in writing for a modification thereof, the City Transit Manager may authorize such change only in writing if he determines that such change will not be detrimental to City and will be without additional cost to City. If the City Transit Manager orders in writing from Contractor any work, materials or equipment not mentioned, specified or indicated in this contract or the contract documents, Contractor shall perform such work and furnish such materials or equipment at the Contractor's catalog prices, less discounts ordinarily allowed to users of such materials or equipment or at regular labor charges, less customary discounts, or both. If the City Transit Manager orders in writing that any work, materials or equipment mentioned, specified or indicated in this contract or the contract documents be omitted from, in or about the work required of Contractor, Contractor shall omit the performance of such work and the furnishing of such materials or equipment, and there shall be deducted from the amount to be paid to Contractor the amount which the Transit Manager and Contractor determine and mutually agree to be reasonable value of such work, materials or equipment, and such determination shall be final and conclusive on Contractor. The parties understand and agree, however, that the work, materials and equipment required by this contract and the contract documents shall not be so increased or decreased as to alter substantially the general character or extent of the contract and contract documents. 3. Payment. City shall pay Contractor $249,003.08, for one bus, and $266,096.58, for the second bus for a total of$515,099.66 in accordance with this contract and the contract documents. Contactor shall submit to the Transit Manager not later than the fifth (5th) calendar day of each month after this contract is executed and prior to payment for the buses, a written progress report describing the services performed during the preceding month, if any. The form of the progress report shall be subject to review and approval by the Transit Manager. Timely receipt by City of acceptable progress reports shall be a condition of payment. Except as otherwise provided in this contract or the contract documents, one hundred percent (100%) of said $515,099.66, plus applicable taxes per bus, shall be paid to Contractor within thirty (30) days after delivery to and acceptance by City of said buses as herein provided, provided that final statements covering said buses have previously been presented to City by Contractor. 4. Delivery. Acceptance and Penalties. (a) Contractor shall deliver said buses to City on or before January 7, 1997. Delivery consists of arrival of the buses at 29 Prado Road, San Luis Obispo, California, and City taking possession of the buses. Contractor shall deliver the buses to City by drive away service or by common carrier from Contractor's factory to San Luis Obispo, California. City shall pay Contractor for such delivery of buses an amount agreed on in writing by City and Contractor; provided, however, that Contractor shall not require payment in excess of $260.00, and Contractor may be required to make such delivery for such payment without the necessity of another written agreement. However, City may make other arrangements for delivery of the buses, including taking delivery of the buses in Hayward, California, in which case City will pay Contractor nothing for delivery of the buses. Contractor shall cooperate fully with City in doing all things necessary to facilitate such method of delivery as City specifies. 2 (. 's� (b) Prior to delivery, Contractor shall submit road test plans for testing the completed buses in order to verify compliance with specifications. Such plans must include a provision whereby City's representative will sign off on each tested bus before the bus is shipped or delivered; provided, however, that this shall not constitute acceptance of the buses by City. (c) On delivery the buses shall be in first-class condition, which means complete and ready for revenue service. If City specifies that the buses are to be delivered to City in San Luis Obispo, California, by common carrier drive away, Contractor shall assume all responsibility and risk of loss incident to said delivery. Certain conditions concerning such drive away service, by which conditions Contractor agrees to be bound, are contained in subpart 2.9.3 of Section 2 of the Contractual Provisions contained in Exhibit A. (d) Contractor shall submit a final statement for the buses on or prior to delivery thereof. Contractor shall transmit to City all documents necessary for City to license said buses in sufficient time to be received by City at least thirty (30) days prior to delivery of the buses. (e) On completion of delivery, Contractor shall give written notification to City that the buses have been delivered and that all specifications have been met. City will conduct such tests as may be required to determine to its own satisfaction that such is the case. Acceptance of the buses by City will occur only after City makes such tests and conducts quality control inspections. City will notify Contractor in writing within fifteen (15) days after delivery whether each bus has been accepted. Notification of non-acceptance will furnish details of defects, deficiencies, and damage to the buses. Such tests, inspections and/or acceptance by City shall not constitute a waiver, modification or exclusion of the warranties provided herein applicable to the buses for the periods specified. (f) Time is of the essence of this contract. (g) Damage will be sustained by City from delay in completion and delivery of the buses beyond January 7 1997, or authorized extensions of such date. It is and will be impracticable to determine the actual amount of damage by reason of such delay. Therefore, the parties agree that Contractor shall pay City liquidated damages in the amount of one hundred dollars($100.00)per bus for each and every day(Monday through Friday)that the time consumed in said completion and delivery extends beyond January 7, 1997, or authorized extensions of such date. If the delay in delivery is caused by strikes, government controls, or other causes beyond the control of Contractor, an extension of time without liquidated damage liability shall be granted by City on a proper showing by Contractor and finding by City that the extension is justified. Contractor shall have the burden of showing that the delay was beyond its control. The findings by City Transit Manager shall be final and conclusive. (h) In addition to the liquidated damages provided for hereinabove, in case of Contractor's failure to complete and deliver the buses by January 7, 1997, or authorized extensions of that date, City may terminate this contract and not pay Contractor for any labor, supplies or materials furnished by it thereunder, and City may proceed to complete this contract by reletting or 3 otherwise; and Contractor and its sureties shall be liable to City for all loss or damage which it may suffer on account of Contractor's failure to complete its contract within such time. 5. Defects and Damage. The buses furnished by contractor hereunder must be substantial and durable in their entirety and conform to the specifications and approved equals. City shall have full power to reject or condemn any materials furnished or work performed under this contract which does not conform to the terms and conditions set forth herein and in the contract documents. Any material, equipment or supplies found to be damaged or defective at the time of delivery shall be repaired, replaced or corrected by Contractor without additional cost to City, including any cost of bringing together the buses and the person engaged by Contractor to make such repairs, replacements or corrections. The Transit Manager shall inform Contractor in writing of any damage or defects discovered at the time of delivery, and if Contractor does not promptly repair, replace or correct such damage or defects, the Transit Manager may, on written notice to Contractor, have such repairs, replacements or corrections performed by someone other than Contractor and deduct the cost thereof from any compensation due or tobecome due to Contractor. Nothing in this section shall limit or restrict Contractor's warranties as set forth in this contract and the contract documents. 6. Risk of Loss. All loss or damage arising from any foreseen or unforeseen obstruction or difficulties, either natural or artificial, which Contractor may encounter in the prosecution of this work, or the furnishing of supplies, materials, or equipment, or from any action of the elements, or from any act or omission of Contractor or Contractor's agents or employees, not authorized by this contract or the contract documents, or from any cause whatsoever other than the negligent acts or omissions of City, shall be sustained and borne solely by Contractor. 7. Warranties. (a) Contractor warrants to City and its successors and assigns that the title to the materials, supplies and equipment covered by this contract, when delivered to City or its successors or assigns, is free from all liens and encumbrances. (b) Contractor warrants that all materials, supplies and products furnished under this contract meet the requirements and conditions of this contract and the contract documents and are fit for the purpose intended. (c) Contractor warrants that all materials, supplies and goods furnished under this contract are merchantable in accordance with Section 2314 of the Commercial Code of the State of California. (d) Contractor gives City such warranties as are contained in Federal Register Volume 58, Number 18, January 29, 1993, 49 CFR Chapter VI, copy attached and make part of this contract. (e) For a period of one year from the date of completion, as evidenced by the date of City's final acceptance of the buses, Contractor warrants that the work performed under this contract and the contract documents conforms to the requirements thereof and is free from any defect of equipment, material or workmanship performed by Contractor or any of Contractor's 4 Cis-7 subcontractors or suppliers. Under this warranty, Contractor shall remedy at its own expense any such failure to conform or any such defect. Nothing in this section intends or implies that this warranty shall apply to work which has been abused or neglected by City. (f) Contractor's granting of and compliance with the foregoing warranties and City's acceptance of such warranties and the buses delivered under this contract do not waive any warranty, either express or implied, in Section 2312 to 2315, inclusive, of the Civil Code of the State of California, or any liability of the manufacturer as determined by any decision in a court of the State of California or of the United States. Nothing in this contract or the contract documents, including City's right to inspect the buses, shall constitute a disclaimer to or limit, negate, exclude or modify in any way any warranty provided in such contract and contract documents. 8. Instruction and Manuals. (a) City requires Contractor to provide at least one(1) qualified instructor to be available for up to ten (10) days at City's property to instruct City's employees in the proper operation of the buses and accessories provided hereunder, and requires that Contractor make one or more instructors available as required by City during the defined warranty periods to properly instruct City's maintenance employees in the proper maintenance and repair of the buses and accessories. Contractor shall have available, within fifty (50) miles of City's main repair shop, adequate facilities to properly instruct City's maintenance personnel in the proper repair and overhaul of major bus units, or Contractor may instruct such personnel on City's property. (b) On or before delivery of the buses, Contractor shall provide one (1) current bus maintenance manual, one (1) transmission maintenance manual, one (1) engine maintenance manual (if not included in the coach maintenance manual), and one (1) current engine parts manual, one (1) current transmission parts manual, one (1) current original equipment manufacturer (OEM) parts manual, and ten (10) standard operator's manuals. Contractor shall keep maintenance manuals available for three (3) years and keep parts books up to date for fifteen (15) years after the date of acceptance of the buses procured under this contract. 9. Extensions of Time. Extensions of the times for performance by Contractor specified herein may be granted by City only in writing and signed by the City Transit Manager. Granting or acceptance of such extensions of time will not operate as a release to Contractor or otherwise modify the terms and conditions of this contract and the contract documents. 10. Termination of Contract: Penalties. City may terminate this contract as follows: (a) If Contractor fails to deliver and/or install materials and equipment or to perform services as provided for herein within the time specified herein or any extension thereof, or fails to perform any other of the provisions hereof, or fails to make progress so as to endanger performance of this contract, City may give written notice of default to Contractor, specifying the failure and its intent to terminate the contract in whole or in part. If Contractor does not rectify such failure to City's satisfaction within ten (10) days (or such other period as City may authorize 5 es-� in writing)of receipt of such notice, the contract will terminate as specified by City without further notice or other proceeding on the first day after expiration of such period for rectification. On such termination, City may procure materials and equipment and contract for services similar to those so terminated, and Contractor shall be liable to City for any excess costs (the amount by which the costs for such materials, equipment and/or services is greater than the portion of the costs payable to Contractor hereunder for similar materials,.equipment and/or services) for such similar materials, equipment and services. However, Contractor shall not be liable for excess costs if City determines that the failure to perform that gave rise to such costs was due to causes beyond the control and without the fault or negligence of Contractor. (b) City may also terminate this contract in whole or in part, with or without cause, at any time by giving Contractor thirty (30) days' notice thereof. (c) Contractor shall continue the performance of this contract to the extent not terminated as provided herein. (d) Upon termination, Contractor shall submit to City a written closing statement, specifying the costs of materials and equipment delivered to City and installed as of the date of termination, and the costs of services actually performed to the date of termination, for which Contractor has not been previously paid. City may deduct any excess costs as provided in subpart (a)of this section, and any liquidated damages as provided in subpart(g) of Section 4 hereof, from the amount set forth in Contractor's closing statement. Upon payment of the amount found by City to be due, City shall be under no further obligation, financial or otherwise, to Contractor except, and only to the extent of, any obligations imposed by Contractor's continued performance under subpart (c) of this section. (e) In addition, as provided in subpart (h) of Section 4 hereof, if Contractor fails to complete and deliver the buses by January 7, 1997, or authorized extensions of that date, City may terminate this contract and not pay Contractor for any labor, supplies or materials furnished by it thereunder, and City may complete this contract by reletting or otherwise, and Contractor and its sureties shall be liable to City for all loss or damage which it may suffer on account of Contractor's failure to complete its contract within such time. (f) In addition, in the event of Contractor's noncompliance with the nondiscrimination provisions of this contract,.City may impose contract sanctions such as it or FTA may determine to be appropriate, including, but not limited to, withholding of payments to Contractor under the contract until Contractor complies, and/or cancellation, termination or suspension of the contract in whole or in part. (g) Notice of termination shall be given by certified mail or personal service to Contractor at P.O. Box 3008, Hayward, CA 94545. 11. Insurance. (a) Contractor shall insure itself and, as additional insured, shall insure City and its governing board, officers, agents and employees, against all claims or suits based on bodily 6 d-s-9 bodily injury to persons or damage to property that occurred or is alleged to have occurred in the course of Contractor's performance of this contract, whether or not it is claimed that the injury or damage was caused through a negligent act or omission of Contractor or its employees, in the minimum amount of$1,000,000 combined single limit (CSL) per occurrence. (b) Contractor shall obtain and keep in force workers' compensation insurance covering claims arising during the performance of this contract. (c) If City requires Contractor to deliver the buses to San Luis Obispo, California, Contractor shall obtain and keep in force a policy of automobile liability insurance, naming City and its governing board, officers, agents and employees as additional insureds, insuring against all suits and claims based on injury to persons or damage to property occurring or alleged to have occurred in connection with the delivery and operation of the buses, in the minimum amount of $1,000,000 combined single limit (CSL) per occurrence. (d) All such policies of insurance shall bear an endorsement precluding cancellation or reduction in coverage before the expiration of thirty (30) days after City shall have received written notification by registered mail from the insurance carrier. Such insurance shall be provided by policies issued by an insurer acceptable to City. Contractor shall furnish City with certificates of such insurance policies in a form acceptable to City, or with copies of such insurance policies, within the following time periods: As to the policies required by subparts (a) and (b) of this section, within fifteen (15) days of receipt of this form of contract, and as to the policy required by subpart (c) of this section, within fifteen (15) days of City's request that Contractor deliver the buses to City at San Luis Obispo, California. 12. Indemnification. Contractor shall indemnify, keep and save harmless City and its governing board, officers, agents and employees, against all suits or claims based on any injury to persons or property that may occur or be alleged to have occurred, in the course of the performance of this contract by Contractor, whether or not it is claimed that the injury was caused through a negligent act or omission of Contractor or its employees; and Contractor shall, at its own expense, defend any and all such actions and shall, at its own expense, pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith; and if any judgement be rendered against City or its governing board, officers, agents or employees, in any such action, Contractor shall, at its own expense, satisfy and discharge the same. The foregoing indemnification and agreement to defend includes, but is not limited to, suits and proceedings and awards of damages therein based on any claim that the materials and equipment, or any part thereof, provided to City underthis this contract, or any tool, article, or process used in the manufacture thereof, constitutes an infringement of any patent enforceable in the United States, provided that City gives contractor prompt notice in writing of the institution of any such suit or proceeding with which City is served, and permits contractor through its counsel to defend the same, and gives Contractor all needed information, assistance and authority to enable Contractor to do so. 13. Records and Audits. (a) Contractor shall maintain full and adequate books, records, 7 accounts and data to show the actual time devoted and costs incurred by it with respect to performance of services under this agreement. Said books, records and accounts shall be kept in accordance with generally accepted accounting principles. Contractor shall provide to City and FTA all information and reports required by FTA statutes, regulations, orders, directives and instructions, and shall permit access to its books, records and accounts, including records of counsel and other sources in information, and to its facilities, as may be determined by City or FTA to be pertinent to ascertain compliance with such statutes, regulations, orders, directives and instructions. Where any of the information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall certify to City or FTA as appropriate and shall set forth what efforts it has made to obtain the information. Contractor shall retain, and shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts and data in any manner whatever for at least four (4) years after the termination or completion of this contract are closed, whichever first occurs. (b) During such four (4) year period, Contractor shall permit City, FTA and regional, state, and federal authorities, to inspect and examine Contractor's papers, documents, books, records, accounts, and any and all data relevant to this agreement at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this contract or making examinations, excerpts or transcriptions, and shall provide such assistance as may be reasonably required in the course of such inspection. 14. Independent Contractor. Contractor is an independent contractor, and not an employee or agent of City, and has no authority to contract or enter into any agreement in the name of City. Contractor has, and hereby retains, full control over the employment, direction, compensation and discharge of all persons employed by Contractor who are assisting in the performance of services under this contract. Contractor shall be responsible for its own acts and those of its agents and employees during the term of this contract. 15. Prohibited Interests. (a) No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefits arising therefrom. (b) No member, officer or employee of City or the locality of City during the term of this contract or for one year thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. Contractor shall insert the foregoing sentence in each of its subcontracts entered into in connection with this contract. (c) Contractor represents that to the best of its knowledge no governing board member, officer, or employee of City has any interest, contractual or noncontractual, financial or otherwise, in this transaction or contract or in the business of Contractor. If any such interest comes to the knowledge of Contractor at any time, a full and complete disclosure of all such information shall be made in writing to City even if such interest would not be considered a conflict of interest under the laws of the State of California. Contractor shall prepare and file with City such statements as shall be required by the Transit Manager under the City Conflict of Interest Code. No member, officer, or employee of City shall solicit or accept gratuities, favors 8 or anything of monetary value from Contractor, potential contractors or parties to sub-agreements. 16. Compliance with Law. Contractor shall be familiar with, abide by and comply with, and all materials, supplies and equipment furnished by Contractor pursuant to this contract shall comply with, all applicable laws, statutes and regulations of the United States, the State of California and local Califomia public entities. Contractor shall, if requested by City, supply certification and evidence of such compliance. Without limiting the generality of the foregoing, Contractor shall be familiar with, abide by and comply with applicable laws and regulations governing use of grant funds, and the following laws and regulations: (a) FTA Circular C 9100.1; (b) Nondiscrimination, equal employment opportunity and affirmative action laws and regulations, as provided in Section 2, subparts 2.1.4.4 and 2.1.4.2 of the Contractual Provisions included in Exhibit A, and as provided in 41 CFR Part 60; (c) Disadvantaged business enterprise and women's business enterprise laws and regulations, as provided in Contractor's TVM Certification of Compliance (page BP - 37 of the Bid Form included in Exhibits A and C) and in Section 1 (page BP - 20) of the Solicitation included in Exhibit A; (d) Fair employment practices laws and regulations, as provided in Contractor's Fair Employment Practices Certification (page BP -30 of the Bid Form included in Exhibits A and C)- (e) Workers' compensation insurance laws and regulations, as provided in subpart 7 of Attachment A, Basic Insurance Requirements, included in Exhibit A; (f) Labor and wage laws and regulations as provided in the Davis-Bacon Act(40 USC 276 a to a-7), as supplemented by regulations contained in 29 CFR Part 5, and as provided in Section 103 and 107 of the Control Work Hours and Safety Act (40 USC 327-330), as supplemented by regulations contained in 29 CFR Part 5. (g) Buy America laws and regulations, as provided in Contractor's Buy America Certificate (page BP - 32 of the Bid Form included in Exhibits A and C; (h) Non-collusion bidding laws and regulations, as provided in Contractor's Bid Form (page BP - 24 of the Bid Form 1.2 included in Exhibits A and C); (i) Air pollution laws and regulations, as provided in Subpart 2.1.7 (page BP -59) of the Contractual Provisions included in Exhibit A. 0) Motor vehicle safety laws and regulations, as provided in Subpart 2.1.6(page BP -59) of the Contractual Provisions included in Exhibit A. 9 (k) Cargo preference laws and regulations, as provided in Subpart 2.1.8 (page BP - 59) of the Contractual Provisions included in Exhibit A. (1) Environmental Standards as provided in Subpart 2.1.5 (page BP - 59) of the Contractual Provisions included in Exhibit A; and, 17. Waiver. The waiver by either City or Contractor of a breach of this contract shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this contract. 18. No Assignment: Subcontracts. This contract may not be assigned, transferred, conveyed, subletted or otherwise disposed of without the prior written consent of the Transit Manager and Contractor. Contractor shall not subcontract all or any portion of its services under this contract without the prior written consent of the Transit Manager, and any attempt thereat shall be void and unenforceable. If Contractor enters into any subcontracts with such consent, Contractor understands and agrees that the subcontractors shall be solely and directly responsible to Contractor and that City shall have no obligation to them. 19. Time of Essence. Time is of the essence of this contract. 20. Interpretation. City's determination of the meaning and intent of any ambiguities in this contract shall be final and conclusive, except that such determination shall not preclude contractor from exercising its rights and remedies under the law. 21. Law of California. This contract shall be governed by the laws of the State of California. 22. Amendment of Contract. Except as otherwise provided herein, this contract may be amended only by a writing signed by both City and Contractor. 23. Notices. All notices shall be in writing and delivered in person or by mail. Notices given to City shall be addressed as follows: City of San Luis Obispo, 955 Morro, San Luis Obispo, CA 93401. Notices given to Contractor shall be addressed as follows: The Gillig Corporation, P.O. Box 3008, Hayward, CA 94545. 24. Reouired Provisions Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and the contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party the contract shall forthwith be physically amended to make such insertion or correction. 25. No Personal Liability of Public Officials. In carrying out any of the provision hereof in exercising any authority granted by this contract, there will be no personal liability upon any public official. 10 65-13 26. Execution of Contract. An officer of Contractor shall execute this contract, affix the corporate seal thereto, and return the executed original contract and two (2) counterparts thereof to City within fifteen (15) days of Contractor's receipt of this form of contract. If Contractor does not so execute this contract, City may annul the award of contract. 11 INWITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: CITY OF SAN LUIS OBISPO, A Municipal Corporation By: City Clerk APPROVED AS TO FORM: GILLIG CORPORATION ty tto y CORPORATE SEAL: 12 tr446 F-ederal Register J uoi No. 18 / Friday jaanary 29. 19_93 J e6 ami Regm&6'a3is (K)Disceminated lathe ftrbik in DEPARTMENT CF 7RAfr+SPn87AT]ON Summary of Provisions trnnsmissioas. .)Claims r:baIIbsarsheariginal Federal Transit Administration Complete Sus ...gnacaxenfiheziEizaantaraf adady 49 C.--R r-haptar 10 The ==plate bus is warrarited and =utharized representative of the guaranteed lobe free from defects duo claimant. PoUcvSLa1&R 9onE 1ogLbllkytor to design orwarknranship for one year (c)In the event that the legal name Funding of Wanandas on-Heavy-Duty or 50.000 miles.whichever comas first: and/or full addrass of the claimant Buser;rL-t=allo" begiaamg vn.the in-s v .date ordato changes afierlhe afih=arlwim she of acceptance.whichever cumes1iirst. claimant shall notify the Tribunal of OT. Federal Tmnsit.Admiaistration. for each bus.During this warranty suchrhange rvithin lhirfyday3mfThe period.the bus shall maintain its change.artheclaimmaybesubjedto AZEIGN:Notice of.paiicystnama^i stsuctaralintegrity.-Tbewanantyis dismissal based on normal-operation of the bus suummr.Today's document clanEas under the operating conditions id)If an interested copyr ightparty the Federal Transit Admiai=ation's prevailing in the operator's locale. intends to Eleclaimsagai3==omsban (FTA)policy on eligibMty for{apital Subsystems C one Subf— aclisar arch-daimusiise funding of warranties on heayy-duty tams ano mPonenu filed saparataty with•thq Copyright buswNvith a minimum service life of 12 Spedfrr subsystems and components Royalty Tribunal.r9nytlaim that years or 5130.000 miles.This notice will axe>AramtntedamdSuaranleed to-be free purpartszo-MG agsiast-MOM'than VMO assist.gramees in intatpreting capital from defects and related defects for the subfundwill.baTojecxad. grant aligibHityfor vehicle rubsysterns following times or mileages: and components.by clazi ydng ilia §311A ComPwgic@wftt awsutmy Lara definition of a standard warranty., (Whkt"WOrcoefts Claims filed with the Copyright ns.=This rla=ificatioa is effective for awn rrsn Royalty Tribunal-shall be considered bus.prnaaements made with lands Years udaaga timely filed only1h obligated.byFTAah=jaraaary 1.1993. Enok-w 2 200.000 (s)Theyer>,recei•radin2heaifioaszzf FORF13FrTlFFB1Ix�ONLQSJ.LI: Trs„Q„Atvsri 2 100LQ: the.CoP3'Tight$ayaftyTzibrmalsimmg G4mBe4T—i.:r11:E affiants - OfSMaxle 2 TOOA.^t' normal bu=nesshacrs-%ize:mg the IImmageraffitt.2t]Z 3ti6-Sr15. IDD 202- "W syaem iajzksibV months of January or February:= 366--9557. 135clar.mateclLo 2 so= •(b)Theytrra poperly addmssred totho stppLEuEmaAtY.rQMM&kTrort: o�a— 2 (') Baan saveaae — 3 3WjXX? yright'RoyedtyTn-b'crral.1825 SMCWrat ktoo iy co=&. n. 7. 350JD00 Polity cam=- -i [t,. nation F sectticatr�vmroo.t�li�V,saito918. �i�yli�•n�lr_.....�:�ncliaa �� Washington.4X74009aadtheytiro depositsdWith aaffrriall TM stagewith H Thos warranty levelsaro the United 9tates Pascal Sarvicv arrd Background and Purpose recommended-hut are cot required. bear a January n f0bruary U.S. However.warranties that exceed the boatmaan ary or abru o -U.S.th a The FI'A policy concerning eligibility recommended periods are not-eligible for capital funding of wanes ties on tar, its]loads ,but ma bt sinnsstnotor-dra mm Tecaived after heavy-duty buses with a anirrirrrum � y.be e4ble•for the-lastoPa=uag=iS eo.Theprovisions service Me-of 12 ve==500000 mi3es liuedabove�othar.tban.thesructutal accepted as having been timely filed.No previously has been that"standard-' int t corrasion item)are the-same as ciaimmapfia-ftledbvfaaimilo warranties ape eli tbie-capital 7 B 'cop those listed in:the arm=t edition of an transmission. part of the purchaso of busas..whi4e April 1977 report issued by the "extended"warnini as §311-5 FomoL amaperaciag AmerimnPublicTrsnsiiAssodalioa costs.Due 10zT,- cWLiesininterpffi11119 entitlsd-Baca Line A:dvancedDcsip The Comy4ghlRovalty Tribunaldoes this warrmrty policy.IheYTA is issuing Transit Coach S.pecirr=ions.otherwise not provide printadlarsrsforthefiling thtsstoticotorlarifvibawarnuity knowaas-dm- hiteSock". of claims. provisions that ars- ] g--blalor capital I�� I�u 19. 1993. Dead lamury a.1 093. funding. m3 Bran W.Vymar. Cindy D..b. Scop and Effective.-Owc Adaunisuorar. C.hoirmvn. This policy applies to all bus TFRDoc 93-1776 F(Icd 1-iv 5::8:45 aml IFR Doc 93-2303 Filcd 1-28-93;B:95aml procuromants mads wilb funds art.ta+gtoae.oro.a�r aIWYa coat: 1410-0ar obligated after January 1.1993.