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HomeMy WebLinkAboutC14-397 First Transit, Inc. AgreementAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY. COLORADO AND FIRST TRANSIT, INC. THIS AGREEMENT ("Agreement') is effective as of the day of October 2014 by and between First Transit a Corporation (hereinafter "Consultant' or "Contractor") and Eagle County. Colorado, a body corporate and politic (hereinafter -County"). RECITALS WHEREAS, First Transit provides factory floor bus inspection services during the bus build process (the `.Project') at the Gillig Plant located at 25800 Clawiter Road Hayward, California 94545 (the "Property"): and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph I hereof. and WHEREAS. this Agreement shall govern the relationship between Consultant and County in connection «°ith the Services. AGREEMENT NOW. THEREFORE, in consideration of the forcgoing and the following promises Consultant and County agree as follows: I. Services. Consultant agrees to diligenth provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A ("Seryices") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services no later than December 31, 2014 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A. then Consultant agrees to furnish the Ser ices in a timelyand expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Ser ices. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. C. Consultant agrees that it v ill not enter into anv consulting or other arrangements with third parties that will conflictCin any manner with the Services ol`Ilaq 2. County's RepresentatiNe. The ECC) Transit Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof.. shall continue in full force and effect until the Services are satisfactorily completed in accordance with the terms of this Agreement, but in no case later than December 31. 2014. 4. Extension or Modification. This Agreement may not be amended or supplemented. nor may any obligations hereunder be wailed. except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties. nor verbal change orders, express or implied acceptance of alterations or additions to the Sen=ices, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment. shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance Nti ith this Agreement. Consultant's rights with respect to such additional services shall be deemed «awed and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $1.100.00. Consultant shall not be entitled to bill at overtime andlor double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment v�i11 be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent. tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed %%ithout any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. C. If. at any time during the term or after termination or expiration of this Agreement. County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced bti COMM, if any. shall forthtiN ith be returned to County. 2 Eagle Count Prof Services Final 5`14 d. County will not \tithhold any tales from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting.; and payment of any taxes related to payments made pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement. County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of ani year, without an appropriation therefor b,. County in accordance with a budget adopted by the Board ofCounty Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget La« (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, See. 20). 6. Sub -consultants. Consultant acknokvledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub -consultant agreements for the performance of any of the Services or additional sen ices without County's prior written consent. which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to vNhom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub -consultant, as approved by County and to the extent of the Services to be performed by the sub -consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub -consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub -consultants or sub -contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense, the following insurance covera,,e with limits of liability not less than those stated below for claims stemming out of Consultant's performance under this Agreement: Types of Insurance. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $I,000.000 each accident combined bodily injury and property damage liabilitti insurance, including coverage for owned. hired, and non-o«ned vehicles. iii. Commercial General Liability coverage to include premises and operations. personal,`advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,600 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfacton to County, with limits of liability of not less than $1,000,000 per claim and 52,000.060 in the aggregate. In the event the professional liability 3 Eagle Couni< Prof Sen ices Final; 14 insurance is on a claims -made basis, Consultant warrants that any retroactive date under the policy shalt precede the effective date of this Agreement. Continuous co%erage %% III be maintained during any applicable statute of limitations for the Sergi ices and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County. its associated or affiliated entities. its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. Ii. Consultant's certificates of insurance shall include sub -consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub -consultant. All cowrage(s) for sub -consultants shall be subject to the same minimum requirements identified above. Consultant and sub -consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition. all such policies shall be kept in force by Consultant and its sub -consultants until the applicable statute of limitations for the Project and the Ser -,ices has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and kith an `'A.M. Best` rating of not less than A -VII. iv. Consultant's insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant's police- shall contain a waiver of subrogation against Eagle Count}. V. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to Count\, in the event of cancellation of coverage. %I. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required co\,erage(s) is attached hereto as Exhibit B. upon request. Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant's broker. \,without further notice or authorization by Consultant. to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall ads Ise Countti in the e%ent the general a(rgrcoate or other aggregate limits are reduced below% tine required per occurrence limit. Consultant, at its otiNn expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a ne« certificate of insurance showin such ceneras;e. 4 Easlc Count% Prof Ser�icei Finai 5, 14 ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfacton evidence thereof to County. County shall be entitled to immediately terminate this Agreement. X. The insurance provisions ofthis Agreement shall sun ive expiration or termination hereof. xi. The parties hereto understand and agree that the Cotmty is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act. as from time to time amended. or otherwise available to Counth. its affiliated entities. successors or assigns, its elected officials, employees. agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemplOVInent compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to payall federal and state income tax on am° moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless Count\-. and any of its officers, agents and employees against am losses. claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, Consultant's performance under this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub -consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs. legal and other expenses incurred by County in connection with investigating or defending any such loss. claim, damage, liability or action, except to the extent such are caused by or arise out of the negligence or w illful misconduct of County; acts or omissions of third parties not under Consultant's direction and control, or Consultant's good faith adherence to County's directives, policies or procedures. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Sen ices shall become property of County. Consultant shall execute %written assignments to County of all rights (including common law, statutory, and other rights. including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all reports. plans, studies. tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and w=ork sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection N%ith the performance of the Services and additional services under this Agreement). 1 D. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail. first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid. to the parties at their respective addresses listed below. or (iv) %viten sent via facsimile so long a, the sending party can provide 5 r a_le C Cunt% Prol' Sery ices final 5 14 facsimile machine or other confirmation sho-tiine the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail �Nith confirmation of receipt. Either party may change its address for purposes of this paragraph by 6% ing five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Kellev Collier 3289 Cooley Mesa Road Post Office Box 1070 Gypsum. CO 81637 Telephone: 970-328-3533 Facsimile: 970-328-3539 E -Mail: Kelleti,.collier,a eaglecounty.us With a coPe to: Eagle County Attorney 500 Broad�sav Post Office Bot 850 Eagle, CO 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-1Vtail: att}�ueaglecounty.us CONSULTANT: First Transit, Inc. 600 Vine Street, Suite 1400 Cincinnati, OH 45202 Telephone: 513-419-3278 Facsimile: 775-942-5732 11. Coordination. Consultant aekno,�vledges that the development and processing of the Services for the Project may require close coordination bet-,eeen various consultants and contractors. Consultant shall coordinate the Services required hereunder -vti ith the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in �yriting, of an} changes or revisions to Consultant's work product that might affect the work of others providing serN ices for the Project and concurrently provide County %with a coPe of such notification. Consultant shall not knov<ingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to an% offset for the costs of such extra "ork. 12. Termination. County may terminate this Agreement, in whole or in part. at any time and for arty reason, with or without cause, and %wihout penalty therefor %%ith seven (7) calendar days' prior written 6 Eaule(ountc Prot Services Finals -I4 notice to the Consultant. Upon termination of this Agreement. Consultant shall immediately protide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue. Jurisdiction and Applicable Law. Any and all claims. disputes or controversies related to this Agreement. or breach thereof. shall be litigated in the District Court for Eagle County-, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts: Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approtie the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of fully executed copy of the signature page: (ii) the ima,,e of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act. C.R.S. 24-71.3-101 to 121. 15. Other Contract Re uirements. a. Consultant shall be responsible for the completeness and accuracy of tile Services, including all supporting data or other documents prepared or compiled in performance of the Ser ices, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar ser -vices. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado_ This paragraph shall surive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards. in the performance of this Agreement. Time is of the essence with respect to this Agreement. C. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee. master -servant. partnership, joint venture or any other relationship between Count, and Consultant except that of independent contractor. Consultant shall have no authorit, to bind Count,. d. Consultant represents and warrants that at all times in the performance of the Services. Consultant shall comply with any and all applicable laws. codes, rules and regulations. Ea_lc County Prof Serriees Fina( ';A4 e. This .Agreement contains the entire agreement between the parties w ith respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement w ithout such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solei} for the parties. and not to any third part}. h. No failure or dela} by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of am breach shall be deemed a waiver of am preceding or succeeding breach. i. The im�alidit,,, illegality or unenforceability° of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting. to County. Consultant shall be subject to financial audit by federal, state or count} auditors or their desi,nees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their know ledge, no emplo}ee of the County has any personal or beneficial interest whatsoever in the Services or Propert} described in this Agreement. The Consultant has no beneficial interest, direct or indirect. that would conflict in any manner or degrce with the performance of the Services and Consultant shall not employ any person having such known interests. 1. The Consultant. if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otlhenvise lawfully present in the United States pursuant to federal law. (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 16. Prohibitions on Government Contracts. As used in this Section 16. the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. 8 Faale Countv Prot Scnico Final 5-`14 a. Consultant shall not: i. knowingly employ or contract with an undocumented individual to perform Services under this Agreement: or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ° or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Sen ices under this Agreement through participation in the E -Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E -verify program can be found at: www.dhs.go',°'vprevprot pTo gram - c 1 l fi3211678 1 5Oshtm c. Consultant shall not use either the E -verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual. Consultant shall be required to: i. notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual. and ii. Terminate the subcontract with the subcontractor if "ithin three days of receiving the notice required pursuant to subparagraph (1) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual, except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowinaly employed or contracted with an undocumented individual. C, Consultant shall comply with all% reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102)(5). f. If Consultant violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement. Consultant shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and Count} terminates the agreement for such breach. 9 F:ale Count} Prof Services Final 3= 14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTYOF EAGLE. STATE OF COLOR -ADO. By and Through Its COUNTY MANAGER Bv: Keith P. Montag. Count anager CONSULTA BN: Print Name: —Rick Dunning Title: Senior Vice President 10 Eagle Cunt% Prof Serv,ces Final ; 14 First Po' Transit Proposal to Provide Bus Line Inspection Services on Two (2) 40' BRT Style Transit Buses Manufactured at Gillig LLC for ECO Transit of Gypsum, CO September 2014 Submitted by: First Transit, Inc. 600 Vine Street, Suite 1400 Cincinnati, Ohio 45202 Phone: 513-419-3278 Fax: 775-942-5732 Bus Inspection Services First Transit Project Understanding First Transit is pleased to present the following proposal to ECO Transit for Bus Line Inspection Services at Gillig LLC (Gillig) for the manufacture and delivery of 40' BRT style transit buses. The quote and following Scope of Services Provided were based upon the following critical assumptions: ECO Transit has awarded a contract to Gillig for the manufacture and delivery of two (2) 40' diesel -powered BRT style transit buses. Assembly of the buses will take place at Gillig's manufacturing facility in Hayward, CA beginning October 1511, 2014 with completion of the last unit on or before October 31 st 2014. First Transit will provide inspection services of the ECO Transit buses throughout production at Gillig's production facility. First Transit will provide ECO Transit with all necessary post -delivery FTA documentation required under 49 CFR Part 663, including detailed inspection records and a post -delivery buy -America audit report. . Any changes to the above information may result in a change to the contract budget. Project Purpose First Transit understands ECO Transit is seeking inspection services to: Ensure each bus manufactured conforms to ECO Transit's technical specifications, industry standards, Gillig's quality standards, and compliance with all federal regulations; Ensure each bus is built to the highest level of reliability and maintainability; Ensure each bus is in full compliance with all FTA regulations stated in 49 CFR 663.37 and Buy America requirements as outlined in 49 CFR 661; Represent ECO Transit by providing and experienced bus production line inspection team to be on-site during the manufacturing process; Ensure each bus is as fee of defects as possible when delivered to ECO Transit; Provide, at a minimum, weekly written reports detailing inspection activities, status of each bus, photos, charts, and spreadsheets as appropriate. First Transit's Approach First Transit's approach is designed to ensure that each vehicle: Is manufactured to the highest level of reliability and quality possible, accomplished through a proven inspection program of visual and measured inspections, functional tests, and federally required tests; Complies with the specifications established by ECO Transit, accomplished through clear, constant, and effective communications, administration of weekly concerns meetings with Gillig; and Bus Inspection Services — 2 Bus Inspection Services First Transit Ft -AA Is manufactured in a timely manner by ensuring that proper staffing levels are maintained, problems and potential problems are identified and addressed early in the process, and a non -adversarial relationship with Gillig. First Transit wishes to stress that it assumes no responsibility for the adequacy of neither the technical specifications nor the design developed by Gillig and ECO Transit. Further, First Transit cannot assume responsibility for Gillig's adherence to the production schedule set forth in the contract between Gillig and ECO Transit. • • Bias Inspection Services — 3 Bus Inspection Services LL First Transit Technical Approach First Transit's Inspection Process Areas of Special Concern Through careful analysis of Gillig's production processes, First Transit has identified several areas of concern that the successful contractor should pay particular attention to. These specific areas include: Customer Changes Gillig may have some difficulty in achieving the benchmarks set forth in the production schedule should any changes be made after the contract award. First Transit will be the "eyes and ears" for ECO Transit during the build. Welding The bus frame will have a visual inspection performed on the welds with the intent of identifying any holes or inadequate welds. Routing and dressing of wiring The use of looms and proper clamps should be visually verified, especially through the frame and body member. Each wire should be protected from abrasion as well as sharp edges. Corrosion Protection The adhesion, type, and thickness of the corrosion protection should be visually verified in order to provide maximum protection. Uniformity of Component Installations Care should be taken with respect to the alignment, vibration isolations, and proper support of various components. Following are details and highlights of First Transit's technical approach. Task 1: Pre -Production Off -Line Activities Prior to the start of production, First Transit's Project Manager, Jim Hughes, will contact ECO Transit and request the following information for use in the construction of the inspection records, any pre -inspection meeting(s), and assignment of inspection activities: • Technical specifications • Approved equals Buy America Component list Any other information related to this procurement Bias Inspection Services - 4 Bus Inspection Services first Transft First Transit's inspection team will review the technical specifications, and determine if the planned in -plant quality assurance activities need to be revised to reflect changes in the production process, or to respond to particular concerns expressed by ECO Transit. If during the review of the technical specifications, First Transit becomes concerned with the components selected, ECO Transit may be advised and alternative components that may be better suited for ECO Transit's operation may be suggested. As well, First Transit's lead inspector will coordinate intended activity with personnel in production and quality control as related to our responsibilities during the manufacture of the buses. The inspection forms to be used in the project may be customized to meet ECO Transit's requirements and standards. Examples of our time -tested and proven standard inspection forms can be provided upon request. Additionally, ECO Transit's designated project manager will receive a brief training session on utilizing First Transit's project management and communication website. Task 2: Production Line Monitoring and Inspection Once production has started at Gillig's Hayward, California manufacturing, each bus will be inspected at the critical points during the manufacturing process. Production Inspection Focus Points First Transit inspector will focus considerable inspection time on the following points: • Verification of welding of sub -assemblies as meeting quality standards • Inspection of critical build-up of sub -assemblies and modular sections prior to joining into larger coach modules • Identifying and causing repair of hydraulic, compressed air, air conditioning, Freon and fluid leaks • Verification of torque on critical bolts and fasteners • Verification of routing of wiring and protection from chafing, abrasion and sharp edges • Verification of the integrity of circuit terminals in both application and installation • Verification of uniformity of component installations, alignment, and support structures • Verification of alignment of access doors and hinges, floor covering, ducting, interior and exterior panels, moldings and seat supports • Verification of proper grade bolts, appropriate type and application of blind fasteners • Verification of proper thickness, type, and adhesion of undercoating, sealants, interior and exterior paint and primers • Verification of proper materials, routing, stress relief, and support of rigid and flexible lines for power steering, transmission, pressure and temperature sensors, coolant, brakes, wheelchair lift primary connections and manual override systems • Verification of the proper installation and function of heating and air conditioning piping, sensors, compressor support and vibration isolation • Verification of front suspension alignment checks • • Bus Inspection Services - 5 Bus Inspection Services First Transit Ft ,jA • With respect to junction and component boxes, verification of proper location, labeling and integrity of junction boxes for electrical components • Verification of proper integration of drive train components and supporting electrical, hydraulic, air and fluid systems • Verification of the proper installation, alignment and operation of the wheelchair I ift/ram p • Verification of rattle -free installation of barriers and panels • Verification of easy access to components mounted behind paneling • Verification of type and arrangement of passenger seating including wheelchair positions and tie downs • Verification of all interior doors for appearance, fit and function, panels for door operating mechanisms, and that other doors open with or without special tools as specified • Verification of mounting, clearance, presence and location of specified stanchions and handholds Throughout production, First Transit will work closely with ECO Transit and Gillig in providing solutions to production line problems, implementing approved change orders, and addressing open concerns. First Transit's inspector will ensure Gillig is providing the proper levels of manufacturing production process quality assurance. Additionally, First Transit's inspection team will provide the required secondary level of quality assurance. If defects are identified during production, Gillig's quality assurance department will be presented with copies of comments regarding discrepancies noted by First Transit's inspection team. The discrepancy reports will aid both Gillig and First Transit in following up unresolved or open items requiring further attention. It has been First Transit's experience that this procedure minimizes the possibility of desirable corrective action not taking place. First Transit's inspection team will review and evaluate the current status of all noted discrepancies on a regular basis to ensure the provision of corrective follow-up action. If questions arise during the production process in reference to compliance with FMVSS or Society of Automotive Engineers (SAE) standards, the on-site inspector will contact First Transit's Project Director, Ryan Minges, who will reference the standard in question. First Transit has access to a complete set of files on FMVSS and SAE standards. Beginning with production of the unit, First Transit's inspection team will complete a configuration audit of ECO Transit's technical specifications. The configuration audit is designed to verify the actual buses manufactured meet the detailed specifications as required by ECO Transit. First Transit's inspection team will follow ECO Transit's technical specifications line -by-line ensuring full -compliance. If a variance is identified, First Transit's inspection team will notify both Gillig and ECO Transit and document resolve of the issue. First Transit will have an inspection team present throughout the manufacturing process. The First Transit inspection team will monitor the use of materials and components to ensure compliance with the findings of the Pre -Award Buy America audit. They will also visually verify Bus Inspection Services — 6 Bus Inspection Services First Transit that the construction and operation comply with the technical specifications as required by 49 CFR 663.35(b) and 49 CFR 663.37(a)(2), respectively. Daily logs will be maintained and provided to ECO Transit showing these activities. Task 3: Pre -Delivery Testing First Transit conducts several visual and measured inspections in every area of the bus including undercarriage, engine compartment, interior, and exterior, along with functional tests such as: • Water Testing for a minimum of 10 consecutive minutes • HVAC Test • Wheelchair ramp function test In addition, a final checklist on each bus will verify the use of materials and components identified in the Buy -America audit. In accordance with the procedures published by the FTA, a record of these tests will be maintained. Specific elements of our final inspection procedures for ECO Transit will include: Interior Driver Controls: Verification of accessibility and function of all switches, controls, ankle motion, grouping of non -OEM controls, identification of prime controls and door control function. Instrumentation: Verification of location, function and readability of instruments and indicators with steering wheel in straight ahead position. • Interior Trim General Requirements: Verification of absence of inaccessible maintenance areas, protuberances and sharp or abrasive edges. • Trim Panels: Verification of trim materials, surfaces, carpeting or panels of textured stainless steel or anodized aluminum, or plastic as specified, verification that painted areas are free of dirt, runs, and orange peel. • Exit Signal: If specified, verification of presence and function of chimes, switch tapes located near interior lighting fixtures with driver controlled bypass switch. Inside Mirrors: Verification of presence and adjustability of inside mirrors and that placement does not obscure right outside mirror. • Radio System: Verification of space for radio, verification of presence of specified, protected lead as applicable. • Windows: Verification that all windows are distortion free and contain no scratches, verification of proper opening and closing functions and proper weather sealing, verification of proper emergency release function. • Destination Signs: Verification of specified signs, decals and instruction plates, and if specified, verification of presence and function of destination signs on the front and right side of the coach. • Wheelchair Ramp: Verification of accessibility and function of all switches, controls, cycle counters, and safety sensors, verification of level and angles of the ramp, AilEil1s Inspection Services - 7 Bus Inspection Services First Transit handrails, and barriers, verification of weight requirements of ramp and smooth operation of ramp and compliance with ADA standards and regulations. Exterior • Body: Inspect for fit and sealing, lack of distortion and strain points at fasteners, proper sealing and overall finish. • Rain Gutters: Verification of installation of rain gutters over the passenger windows and doors; inspection for dams or obstructions in gutters. • Doors: Inspection of door installation for fit and sealing, check for proper closure and tightness, check for safety control, proper wiring, and line routing. • Exterior Lighting: Verification of type and function of headlights, marker lamps, turn signal lights and curb area lighting. • Outside Mirrors: Verification of specified mirrors and rear field of vision. • Exhaust Locations: Verification of specified exhaust pipe routing and installation of proper discharge and absence of leakage. • Bumper Material: Verification of manufacturer, specified color, and material. • Batteries: Verification of rating of batteries and correct positioning and securements. Engine Compartment Inspect engine and transmission cradle including all sub -components installation; checking for improper line or wire routing; inspect for leaks and possible long-term problem situations. Listen for abnormal noises; check for harmonic vibrations in lines, which may require added line support, if found. Inspect manufacturer modifications for design and installation integrity and possible warranty conflicts. Road Test As part of the final inspection phase, the First Transit inspection team will witness each road test, riding each bus and checking for abnormal power train noises and interior rattles as well as observing for proper shift points, acceleration and braking performance, ride quality and appropriate functioning of other systems. Task 4: Release for Delivery The First Transit inspection team will continually monitor production and initiate corrective action for any defects found. To accomplish this, we maintain correspondence with appropriate Gillig personnel. We also maintain discrepancy reports. Prior to the release of any coach, the inspection team will verify that any noted defects have been corrected. If not, First Transit will obtain ECO Transit's permission to accept the bus with the discrepancy. • • Bus Inspection Services — 8 Bus Inspection Services Task 5: Post Delivery Audit L F ans irst Tr :i 1 41 Upon completion of the inspections and delivery of the buses, First Transit will issue a Post Delivery Report to ECO Transit stating that the vehicles comply with requirements of 49 CFR Part 663. The report will contain a copy of Gillig's self -certification of compliance to FMVSS standards and a Post -Delivery Buy America checklist for the vehicles. First Transit does not simply accept the manufacturer's certification stating the buses meet buy America standards. As required by the FTA, First Transit's in -plant inspection team will physically and visually verify each of the components listed on the buy America component list are actually installed in the buses. The Post Delivery Report will also contain a copy of a configuration audit. First Transit's inspection team will confirm that the buses were built in compliance to ECO Transit's technical specifications as amended through the Requests for Approved Equals process, and that the components identified are actually installed. If a variance exists, First Transit will review the variance and Gillig will be contacted. Lastly, there will be a copy of the weekly reports in order to verify that inspectors were present during the manufacturing process. This report will meet the Post Delivery audit requirements of 49 CFR Part 663. Project Communication First Transit has developed an internet-based communication tool used for all inspection projects. This website is accessible through any internet service provider. With access by all parties involved, this website will be the primary means for all communication between ECO Transit and First Transit's inspection team. Daily/weekly reports will be simultaneously forwarded (electronically) to all members of the project team. From the time the first bus enters the production line until the last bus leaves the Gillig facility in route to ECO Transit; First Transit's inspector will provide ECO Transit with updated and detailed communication regarding the production of the buses. Specifically, reports sent will detail project progress, particular points of interest, work activities, any deficiencies found and corrective actions taken, production status of the buses, and photos. First Transit's inspector will have access to all means of communication such as email, cellular phone, and facsimile while providing inspection services under the contract with ECO Transit in order to facilitate quick resolution of production issues. Project Deliverables ECO Transit will receive all final project documentation upon completion of the inspections. Below is a bulleted list of the deliverables to be received by ECO Transit: Weekly/Daily reporting via firsttransitbli.com website, email, and telephone Post -Delivery Buy America Audit includes: Post -delivery certifications • . Bus Inspection Services — 9 Bus Inspection Services FMVSS certification Configuration audit Post -delivery audit checklists Copies of weekly inspection communication reports Inspection booklets "Blue Books" includes: LFirst:Trans€t Ai • Inspection forms o Signed "Authorization to Ship" • Defect sheets Component serial numbers Test result certificates including water test certification, weigh slip, and alignment sheets. • • Bus Inspection Services -10 Bus Inspection Services Proposed Cost First Tr: st The real value in obtaining production line monitoring and inspections services from the most qualified firm lies not only in meeting the requirements of a successful inspection program, but also in receiving a finished product that is as free from defects as possible. This allows the buses to be placed into revenue service within a short time after being received by ECO Transit. It also eliminates the need to tie up full-time ECO Transit personnel at the manufacturing plant for extended periods of time. By selecting First Transit as your representative at Gillig, ECO Transit can capitalize on the benefits provided from our benchmarking based upon previous experience at each of the manufacturers, and specifically Gillig. First Transit is prepared to conduct the scope of services requested by ECO Transit on a fixed fee basis, based upon the inspection dates detailed above. Pricing details are found below. The fixed -fee is inclusive of all labor, expenses, and overheads, and will be invoiced, in full, upon project completion. The proposed fee is based upon the critical assumptions outlined previously and the details included in this proposal. Fee Details 1 • Bus inspection Services — 11 Per Bus Rate Extended Pricing In -plant inspection and Post Delivery Buy America Audit $550.00 $1,100.00 1 • Bus inspection Services — 11 ,acoRo®CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 10/8/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 250 Park Avenue 3rd Floor New York NY 10177 POLICY EXP MM/DD FAX : - 4-7 A/C No : 1 - 4-7 FDRREss:TanyaSte henson a' com INSURERS AFFORDING COVERAGE NAIC # : NSURAN E CO OF THE STATE OF PA 19429 INSURED INSURER B:NATIO AL UNION FIRE INS CO OF PITTS 19445 INSURERC:NEW HAMPSHIRE INS CO 23841 FIRST TRANSIT INC 600 Vine Street, Suite 1400 Cincinnati, OH 45202 INSURER D: INSURER E: INSURER F: cuvERAGES CERTIFICATE NUMBER: 1719g9_,RgS REVISION NUMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD LIMITS A GENERAL LIABILITY Y L1737923 (10MM AGG w/GAR) 12/31/2013 2/31/2014 EACH OCCURRENCE $5,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR _ DAMAGE -PREMISES O RENTED ne $5,000,000 MED EXP (Any one person) $50,000 X GARAGE LIABILITY PERSONAL & ADV INJURY $5,000,000 GENERAL AGGREGATE $10,000,000 GEN1 AGGREGATE LIMIT APPLIES PER: POLICY X PRO- X LOC PRODUCTS - COMP/OP AGG $5,000,000 $ B BCA5273862 A AUTOMOBILE JX LIABILITY ANY AUTO ALL OWNED SCHEDULEDBODILY AUTOS AUTOS Y CA5273859 (AOS) (MA) CA4882241 (VA) 12/31/2013 12/31/2013 12/31/2013 2/31/2014 2/31/2014 2/31/2014 Ea MBINED SINGLE LIMIT accident 000,000 BODILY INJURY (Per person) $ INJURY Per accident $ ( )HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ C C C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE1178531(IL,NC,NH,UT,VT) OFFICER/MEMBER EXCLUDED? [ (Mandatory in NH) If yes, describe under N/A 1178583(AOS),44216118(MN) 1178530(MA), 1178529(CA) 1178527(FL) , 1232492(TX) 12/31/20132/31/2014 12/31/2013 12/31/2013 12/31/2013 2/31/2014 2/31/2014 2/31/2014 X WC STATU- OTH- RY LIMES I I ER E.L. EACH ACCIDENT $5,000,000 E.L. DISEASE - EA EMPLOYEE $5,000,000 E.L. DISEASE - POLICY LIMIT $5,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Workers Compensation: Policy #: 1232493 (WI), 62790764 (AK, AZ, GA) & 62790766 (NJ, PA) Policy Term: 12/31/13 to 12/31/14 Carrier Name: NEW HAMPSHIRE INS CO (NAIC #:23841) Limits: E.L. Each Accident / E.L. Disease -Ea Employee / E.L. Disease -Policy Limit - $5,000,000 See Attached... Eagle County 3289 Cooley Mesa Road Attn: Kelly Collier Gypsum CO 81637 ACORD 25 (2010/05) VMI V GLLM 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC #: .A�ORV ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Arthur J. Gallagher Risk Management Services, Inc. FIRST TRANSIT INC 600 Vine Street, Suite 1400 POLICY NUMBER Cincinnati, OH 45202 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Eagle County is included as additional insured (GL-End't#61712/AL-End't#87950) as respects General and Automobile Liability policies as ;videnced herein as required by written contract with respect to work performed by the named insured. 14�.Vmu -IU-1 tzUUa/U-I I © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD