HomeMy WebLinkAbout04/01/1997, C-7 - CONTRACT TO PURCHASE THREE NEW BUSES FOR SLO TRANSIT council
j acenaa nepont
CITY OF SAN LU IS O B I S P O
FROM: Michael D.McCluskey, Director of Public WorkqVA�
Prepared By: Harry Watson,Transit Manager
SUBJECT: Contract to Purchase Three New Buses for SLO Transit
CAO RECOMMENDATIONS
1. Approve a contract with Gillig Corporation in the amount of$769,419 to furnish three diesel
transit buses
2. Authorize the Mayor to execute the contract
DISCUSSION
As part of the mid-year budget adjustments for 1996-97, the Council approved a project to purchase
three new 35-foot transit buses and retire three older buses from service, using an approved Federal
Transit Administration capital grant that will pay 80 percent of the project cost up to a maximum of
$720,000. The CIP project request is attached.
Public Works has received approval from the FTA to purchase these buses by tagging on to the
existing purchase contract of a large transit district. This strategy worked well on the City's most
recent bus acquisition because it gained competitive volume pricing on a relatively small purchase.
Valley Transportation Authority(VTA--formerly known as Santa Clara County Transit District)
has a contract with Gillig Corporation to purchase 135 new transit buses. This contract allows
other agencies to buy similarly specified buses at the contract price per bus. The buses specified
in the VTA contract include the following features:
• 35-foot length
• quiet, clean-buming, fuel-efficient drivetrain
• high-back padded seats with commercial wool upholstery
• lightly tinted windows
• automatic next-stop call enunciators
• electronic destination sign
These features are similar to features on the City's most recently acquired bus,which has been
favorably received by SLO Transit's passengers.
Compressed Natural Gas(CNG)buses are currently only available as heavy duty buses from two
manufacturers, at approximately$40,000 more per bus. Delivery times are quoted at from 100 to
160 weeks. The Gillig Corporation does not produce CNG buses. The proposed advanced design
diesel engine is nearly as clean as CNG and much more reliable. Alternative fuels is the subject of a
future Council agenda item.
Council Agenda Report-Contract to Purchase Three New Buses for SLO Transit
Page 2
CONCURRENCES
The Mass Transportation Committee considered this purchase at its December 19, 1996 meeting and
recommended that the Council approve the purchase.
FISCAL EMPACT
Project Cost:
Contract Price $769,419
Contingencies 5,581
Total $775,000
Revenue for the Project Budget:
FfA Capital Grant * $620,000
TDA Allocations 155,000
Total $775,000
* Up to a maximum of$720,000
Attachment:
1996-97 Mid-Year Budget Request for Bus Replacements
BUSBUYVA
1996-97 Mid-Year Budget Request
CAPITAL IMPROVEMENT PROJECT
OPERATION: Transit
PROJECT TITLE: Bus Replacements
Description
• Purchase three new 35-foot transit buses
• Retire three older buses from service
Objectives
• Maintain fleet reliability and appearance
• Avoid high maintenance costs for older buses
Background
SLO Transit's two 1980 Flxible 870 buses are 17 years old and ready for replacement with over 1,100,000 miles
accumulated on each of them. These two buses will definitely be replaced. The 1984 Orion bus and the 1986
Gillig bus are also ready for replacement with over 700,000 miles accumulated on each of them. When the new
buses are delivered,the transit manager will decide which of these two buses should be replaced.
In the 1995-99 Capital Improvement Plan these replacements were scheduled to begin in 1997-98. But an
unexpected infusion of federal capital assistance(at the same time federal operating assistance is being reduced)
allows earlier replacement than originally anticipated.
Policy Links
• SLO Transit Short Range Transit Plan
• Financial Plan(pages E-9 and E-24)
Work Completed
The City has received approval for a federal capital grant to pay for 80 percent of the acquisition cost up to a
maximum of$720,000. The San Luis Obispo Council of Governments has included this project in its adopted
statewide and federal transportation improvement plans and has approved use of state TDA allocations as needed
to match the federal grant.
Public Works has received approval from the Federal Transit Administration(FTA)to purchase these buses by
tagging on to the existing purchase contract of a large transit district. This strategy has worked in the past to gain
competitive volume pricing on a relatively small purchase.
Costs
To Date 1995/96 1996/97 1997/98 1998/99 Totals
Equipment Acquisition 775,000 775,000
TOTALS 775,000 775,000
Bus Re""placements(continued)
Revenue Sources
To Date 1995/96 1996/97 1.997/98 "1998/99 Totals
TDA Allocations 155;000 155,000
Federal Capital Giant 620,000 _ __ 620,000
TOTALS 775,000 775,.000
CONTRACT FOR PURCHASE OF THREE BUSES
THIS CONTRACT, entered into by and between the City of San Luis Obispo, 955
Morro Street, San Luis Obispo, California 93401, and THE GILLIG CORPORATION
(hereinafter referred to as "Contractor"), a corporation operating under the laws of the
State of California, having its offices at 25800 Clawitter Road, Hayward, California,
94545,
WITNESSETH:
WHEREAS, the City has received a Federal Transit Administration Section 9
Grant (#CA-90-X755-00), to purchase three (3) new buses, namely, (3) thirty-five-foot,
wheelchair lift-equipped, diesel motor coaches; and,
WHEREAS, the former SANTA CLARA VALLEY TRANSPORTATION
AUTHORITY (formerly referred to as "SCVTA"), now known as Santa Clara Valley
Transportation Authority (commonly referred to as VTA) 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 VTA; and
WHEREAS, City and Contractor have agreed to the purchase and sale of the
above described transit vehicles in conjunction with the VTA 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 VTA as set forth herein.
NOW, THEREFORE, THE PARTIES AGREE as follows:
1. Contract Documents. Incorporated by reference into this contract are
VTA'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 VTA's and City's response
thereto (Exhibit B); and Contractor's Proposal (Exhibit C). 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,
1
supersede or conflict with portions of the contract documents not so repeated or
specifically referred to.
2. Bus. Contractor shall provide to City three (3) 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 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 Contractors 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 $256,473, plus applicable taxes, for
each bus for a total of$769,419, in accordance with this contract and the contract
documents. Contractor 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 $256,473, 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 October 3, 1997. Delivery consists of arrival of the buses at
29 Prado Road, San Luis Obispo, California, and City taking possession of the buses.
2
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.
(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
3
the buses beyond October 3. 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
October 3. 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 herein above, in case of
Contractors failure to complete and deliver the buses by October 3, 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 re-letting 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.
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 to become 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.
4
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 marketable in accordance with Section 2314 of the Commercial Code of
the State of California.
(d) Contractor gives City such warranties as are contained in subparts (8.1)
through (8.12) of Section 8.0 Warranty Provisions contained in Exhibit A
(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 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.
5
C.1-9
(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 by a writing signed by the City Transit
Manager or City Council. 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 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
6
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 October 3, 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 may complete this contract by re-letting 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 City Council, officers, agents and employees, against all claims or
suits based on 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 City Council, 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.
7
(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 City Council, 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 judgment be rendered against
City or its City Council, 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 under 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, 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
8
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 non-contractual,
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 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 California public entities. Contractor shall, if
requested by City, supply certification and evidence of such compliance. Without
9
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 Contractors 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.
(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,
10
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, subleased 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
Street, 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.
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)
11
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.
12
IN WITNESS WHEREOF, City and Contractor have caused this contract to be
executed on the dates stated below.
By:
City Clerk Bonnie L. Gawf Mayor Allen K. Settle
APPROVED AS TO FORM: GILLIG CORPORATION
YV06mei, Brian Macleod, Vice President
CORPORATE SEAL:
Busby97-2
13
o4;6 =t _rat Rs to :/ :v C-1 'oii. t\-0. 1? / =rim gra- 29. J %Lie5 --j
(n)Di"emLi ztadtT•Ow=blic•in DEFFI RT'L'=.'1TOF:TriAftSPD3TATSOt` Summar-1 of Provisions
imnsnsissions. Federal Transit AdministraiLkm Complete Bus
.)Claims shall baU2he anginal
_,fit yaz�afxhetutsimeatar�f a�dy C9 GR Lhaniar.l;l The complelehus is v c-nt_�d and
-auLhorized"presentemtive of the gueranteedtoha L-e-a from defects due
Claimant. c�ll
pcyS','.-- -on EllglbL+cr , desipri or-wari rmnsuip for one yE-,s
(c)1n the event that the legal name Funding of Warranties on Heavy-0u� or 50.000 miles,whicheve-comes first:
and/or fill a caress trf the flaimanf Busrti CVAa^-'t^n vn:the in---q i. e date orals
of acceritance. whichever cwzes71r:t.
citastges aReribs ffiinrg nfihe tlaia 1ha At::EN=r-rederul T=it Admi:i.-Q;ion, for earl bus.During this•wsrranly
DI=jmant shrllnatuy the Tiibmunalnf .DOT. period.the bus shell maintain its
suchrha_np�s+ithinlhirtydaysaf3he A�ot�:3mtitanf��cys�� emn,t, rt---curalanteg:tty.Thewarrantys
Cb nge .nrtherlaimneybesuh}ed3o bared on rtormil•ooeretionofthe bus
disrnissal- starsoaxr.Today's doctzraent clan nes under the operating conditioa3
{d)if an iatereaed rmp}ngh1Par--y the Fede---1 Transit Adminirtratian's prevailing in the operator's lode.
inte_ds La EJ-e c1zi=`6s,-�-"+more:tban (FTA) policy on ellriMty fa capital Subsystems and Componems
one Subhmd..ea�.daimarusdLe funding of tuarrantiea on:heavy-dray
filed satss=&iT vith•tbvSGopynght buses`vith a minimustservice life df 12 Soeafi.c subcystoms end components
RovaltyTribunal.Anytisim{hal years or 5VO.000 miles.This notice w'l are aarrsntedand--S--zmnteed to ba free
purpo.-t:so=fueagaizrst•morechanane as.Wst•52r1ee3 in into-orating Gnital ;--am defecLs and related defects for the
subfundwill.bawjectcd. grartal'gb3rtyfor vehicle r-bsyrtents following times or mileages:
and compmlentc.by clarifying the
§711A Carrtpi+e+oa with sbr=rftXy3aa definition of a standard wanrrity. (\vncr+ -W COQ. 3
Claims filed with Lhe Copyright BAgS Tbis rlciScden is affe.i GJor lz" 8rt1
Royalty Tribunel•challbecsavdu d bus-Fcoccramentr--iadasvithhmcs Y"n
timely filed onlyif: obligiited.byFlAafLar4annmy 1.1993.
Emma ._ 2 200.DDG
(a)They r-=rceiradinthe affioesaf FOR nMTI02200R E130RLakrA .. Tranc%h: ---_ 2 loom:
tho{:opyrighl£oyaityTTibsmalzisiag Ces�a �-ami.:rrr, aafceanu - tMveata __—_—_---- 2 Too.Ocr,
norroal business hour=d=ing the 1vf3megetsatt.lOZ 7B5-Ts.75. =- 202- 8�ka ■ra ioxm*xie+o
months of January or Februar;:ar 366-1567. ^�+�1 2 sem,
NrzOnpyprinq 7O0r'— 2 (')
-(b)They ere p:wperip addressedtotho SIDPLELExrAAY.r cz;aL,t.1310H: 6At1c b=y=Cora _ 1 350.000
( yrighl'Poya�tyTn�vrra1.1835 pow Vatement f-la3Ctcalion:F 6--umira h-,too*coro.on. 7. .asa.000
�tseclietl lrennD. d§Y.,sDitD918. F(�hMr,r--„t;_4,&QReaopzWAY
Wshingtoa.DC24049and lhey=m Suaea
daprriredNy.+-sufR6u&, postagDvri h These ndod-warranbut.
levolsaro
the United States Fastal So uico arrd Background and Purpose Howerecorimendnd antics t not ra;ad-Lb.
boor a Jarracrp ar Fcbruary'U.S. recommended
warranties iec ti3at noted4ho
The FTA policy conocrniq oligihiliry recommended periods=not
post rncrk.Claims dcttd•oniy-vith a for capital funding of 3-aretintios on for.ca.pilal funds.but may.ba e4blo•for
bcsirr-z-mctc -,h==e Tecaivud after beau .duty buses- ith a minimum
thala3l� trfFcbrnnry v innotbc y opo=,tiag_^•�^ co.Theprovicions
ap
senico life-of 12 r._s=—frW000 miles lixuad-above4olhar-then.Lhesructu.-nl
accepted as having been timely Filcd.T'o previously has been that"standard integrity-corrosion dram)ern thesema as
cinim-mavvafded by facsimilo warranties aaee(igibcazapital-costsas' Lhoso listed in:lbe current edition of an
transmission. part of rho purchase of btuas,while Ap:il 1977 report issued by the
§211S Fca, ..extended"warniniiesAmnparatfng A==imnPublicTn=itAssociatian_
costs.Duo loz-i"M u iasininterp=Ling endtlad-E1acelineAzivencedDesga
The Copyz{r&MRovalty TribunalAoas this warranty policy.IlwFTAis issuing Transit Coach S.peci[= ions.othorwise
not provide p-cion hxzns for iheJiliag thisnotimtodarffvJ-%Q"anurray kDawaas:dm-White Zook".
of claims. provisions that are-elir}"hloJar eopfLal letiedcors{eausyt9.T991.
Onand In nary 27.1093. funding.
B rasa W.CJyme r.
Cindy D...6. Scope and£f feciir-Daic Ad„nirtraior.
CJ,ahTrrert. This policy applias to oil bus TFRDoc.93-1776 Filed 1-io-9::8:45 aml
IFR Doc 93-2101 Filed 1-28-93:B:Uaml procuramras made wiLh fundic auaD cUoc..+e-e"+
wwve CODE 1410-0 + obligatcd after January 1. 1997.
l�