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HomeMy WebLinkAboutC24-282 Transdev Fleet Services, Inc.SERVICES AGREEMENT BETWEEN Transdev Fleet Services and Eagle County, Colorado* (*to be assigned to the Eagle Valley Transportation Authority) THIS SERVICES AGREEMENT (“Agreement”) is made and entered on _______, 2024 by and between Eagle County, State of Colorado (“Owner” or “County”), whose mailing address is c/o ECO Transit, P.O. Box 1070, Gypsum, Colorado 81637, and Transdev Fleet Services, Inc. (“Contractor”), whose mailing address is U.S.720 E. Butterfield Rd, Suite 300 Lombard, IL 60148. The Owner and the Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the Parties as follows: 1. Scope of Services. The Contractor agrees to provide maintenance services, as further described in Exhibit A (will be finalized once the start date is approved), attached hereto and incorporated herein by this reference (“Scope of Services”). All provisions of Exhibit A, including without limitation any terms and conditions included therein, shall be subject to the provisions of this Agreement. In the event of a conflict or inconsistency between a provision in the body of this Agreement and a provision in Exhibit A or any other exhibit or schedule attached hereto, the provision in the body of this Agreement shall control. 2. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated no later than July 1, 2024 and completed no later than June 31, 2025. Any modifications to such deadlines must be agreed upon in writing by the Parties prior to the applicable deadline. 3. Early Termination. Notwithstanding the time periods contained herein, the either Party may terminate this Agreement at any time without cause by providing written notice of termination to the other Party. Such notice shall be delivered at least thirty (30) days prior to the termination date contained in said notice unless otherwise agreed in writing by the Parties. In the event of any such early termination by, the Contractor shall be paid for services satisfactorily performed prior to the date of termination. Contractor understands and agrees that such payment shall be the Contractor’s sole right and remedy for such termination. 4. Suspension. Without terminating this Agreement or breaching its obligations hereunder, the Owner may, at its convenience, suspend the services of the Contractor by giving the Contractor written notice one (1) day in advance of the suspension date. Upon receipt of such notice, the Contractor shall cease its work in as efficient a manner as DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 4/19/2024 possible so as to keep its total charges to the Owner for services under this Agreement to the minimum, but in no circumstance later than three (3) business days after receipt of the notice of suspension. No work shall be performed during such suspension except with prior written authorization by the Owner Representative (as defined below). If a suspension is still in effect thirty (30) calendar days after the Contractor’s receipt of the notice of suspension, the Contractor may terminate this Agreement by providing the Owner with written notice of termination. Upon the Owner’s receipt of such notice of termination from Contractor, this Agreement will be deemed terminated. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the Owner agrees to pay the Contractor the amounts set forth in Exhibit A.The Owner shall provide no benefits to the Contractor other than the compensation stated above. The Contractor shall bill its charges to the Owner periodically, but no more frequently than once a month. Compensation by County for the performance of the Services under this Agreement shall not exceed $150,000 (the “Eagle County Not to Exceed Amount”) without an amendment to this Agreement. The Eagle County Not to Exceed Amount shall be inapplicable after assignment of this Agreement pursuant to Paragraph 9 herein, after which time Owner may authorize additional compensation for services in accordance with a budget adopted in accordance with in compliance with the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6.Qualifications on Obligations to Pay. No partial payment made by the Owner shall be considered final acceptance or approval of that part of the Scope of Services paid for or shall relieve the Contractor of any of its obligations under this Agreement. Notwithstanding any other terms of this Agreement, the Owner may withhold any payment (whether a progress payment or final payment) to the Contractor if any one or more of the following conditions exists: (a)The Contractor is in default of any of its obligations under this Agreement, including without limitation the obligation to maintain insurance and provide Certificates of Insurance to the Owner in accordance with Section 13 (Insurance). (b)Any part of such payment is attributable to services that are not performed in accordance with the terms of this Agreement and its associated exhibit(s). The Owner will pay for any portion of the services performed in conformance with this Agreement and its associated exhibit(s). (c)The Contractor has failed to make payments promptly to any third- party used to perform any portion of the services hereunder, subject to Paragraph 9, for which the Owner has made payments to the Contractor. 7.Owner Representative. The Owner will designate, prior to commencement of work, its project representative (the “Owner Representative”) who shall make, within DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B the scope of his or her authority, all necessary and proper decisions with reference to the Scope of Services. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the Owner Representative. 8. Independent Contractor. The Contractor agrees that the services to be performed by the Contractor are those of an independent contractor and not of an employee of the Owner. The Contractor is obligated to pay federal and state income tax on any moneys earned pursuant to this Agreement. Neither the Contractor nor its employees, if any, are entitled to workers’ compensation benefits from the Owner for the performance of the services described in this Agreement. 9. Assignment and Subcontracting (a)The Contractor shall not voluntarily or involuntarily assign any of its rights or obligations, or subcontract performance obligations, under this Agreement without obtaining the County’s prior written consent. Any assignment or subcontracting without such consent will be ineffective and void and shall be cause for termination of this Agreement by the County. The County has sole and absolute discretion whether to consent to any assignment or subcontracting, or to terminate the Agreement because of unauthorized assignment or subcontracting. In the event of any subcontracting or unauthorized assignment: (i) the Contractor shall remain responsible to the County; and (ii) no contractual relationship shall be created between the County and any sub- consultant, subcontractor or assign. (b)The parties acknowledge and agree that the County will be transferring the transit operations of ECO Transit to a separate legal entity, the Eagle Valley Transportation Authority (“EVTA”) and that the County has the right to assign this Agreement to the EVTA in connection with that transition. Such assignment will be effective immediately upon notice by Eagle County and EVTA to the Contractor. Upon assignment of this Agreement by the County to EVTA, (i) EVTA shall be a party hereto and shall have all rights and obligations of the County hereunder, and (ii) the County shall cease to be a party hereto and shall be released from its obligations hereunder, except for compensation for work duly requested and satisfactorily performed by Contractor prior to assignment of this Agreement to EVTA as described in the Agreement, and Contractor shall refund to the County any prepaid cost or expenses. 10. Standard of Care. The Contractor shall perform the services hereunder at or above the standard of care of those in its profession or industry providing similar services in the Owner’s local area; provided, however, that in the event the standard of care is higher in the local area where the Contractor’s office primarily responsible for providing the services is located, then the standard of care applicable to the local area where the Contractor’s office is located shall be applicable to such services. 11.Accuracy of Work. The Contractor represents, covenants, and agrees that its DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B work will be accurate and free from any material errors. The Contractor shall correct any errors or deficiencies in the Contractor’s services of which it becomes aware promptly and without additional compensation unless such corrective action is directly attributable to errors or deficiencies in information furnished by the Owner. The Owner’s approval of the Contractor’s services shall not diminish or release the Contractor’s duties or obligations hereunder, since the Owner is ultimately relying upon the Contractor’s skill and knowledge to perform the Scope of Services. 12.Duty to Warn. The Contractor agrees to call to the Owner’s attention errors in any drawings, plans, sketches, instructions, information, requirements, procedures, and other data supplied to the Contractor by the Owner or a third-party that it becomes aware of and believes may be unsuitable, improper, or inaccurate in a material way. However, the Contractor shall not independently verify the validity, completeness, or accuracy of such information unless otherwise expressly engaged to do so by the Owner. Nothing shall detract from this obligation unless the Contractor advises the Owner in writing that such data may be unsuitable, improper, or inaccurate and the Owner nevertheless confirms in writing that it wishes the Contractor to proceed according to such data as originally given. 13. Insurance. Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. Eagle County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this contract by the Contractor, his agents, representatives, employees or subcontractors and Contractor is free to purchase additional insurance as may be determined necessary. A.Minimum Scope and Limits of Insurance: Contractor shall provide coverage at least as broad and with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis. 1. General Liability (Including coverage for Garage Operations)Occurrence Form. Policy shall include bodily injury, property damage, liability assumed under an insurance contract, coverage for garage operations, covered autos (buses) and operations necessary and incidental to the garage business. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B b.The policy shall be endorsed to include the following additional insured language: "Eagle County, its elected officials, trustees, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Contractor". c. d.A waiver of subrogation shall apply e.Minimum Limits: General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Each Occurrence Limit $ 2,000,000 Personal/Advertising Injury $ 2,000,000 2.Automobile Liability (Including coverage for Garagekeepers Legal Liability) Bodily Injury and Property Damage for any owned, hired, and non-owned vehicles used in the performance of this Contract. a.The policy shall be endorsed to include Garagekeepers Liability coverage. Minimum Limits: Bodily Injury/Property Damage (Each Accident) $ 1,000,000 3.Workers’ Compensation and Employers' Liability Minimum Limits: Coverage A (Workers’ Compensation) Coverage B (Employers Liability) Statutory $ 100,000 $ 100,000 $ 500,000 B.Additional Insured Requirements: The policies shall include, or be endorsed to include, the following provisions: •On insurance policies where Eagle County is named as an additional insured, Eagle County shall be an additional insured to the full limits of liability DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B purchased by the Contractor even if those limits of liability are in excess of those required by this Contract. C.Notice of Cancellation: Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided or canceled except after thirty (30) days prior written notice has been given to Eagle County , except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. Such notice shall be sent directly to Eagle County Manager – 500 Broadway; P.O. Box 850, Eagle, Colorado 81631. If any insurance company refuses to provide the require notice, the Contractor or its insurance broker shall notify Eagle County of any cancellation, suspension, non- renewal of any insurance within seven (7) days of receipt of insurers’ notification to that effect. D.Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the state of Colorado and with an “A.M. Best” rating of not less than A-VII. Eagle County in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. E.Verification of Coverage: Contractor shall furnish Eagle County with certificates of insurance (ACORD form or equivalent approved by Eagle County as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and any required endorsements are to be received and approved by Eagle County before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Contract or to provide evidence of renewal is a material breach of contract. F.Subcontractors: Contractors’ certificate(s) shall include all subcontractors as additional insureds under its policies or Contractor shall furnish to Eagle County separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum identified above. 14.Warranties and Guarantees. The Contractor hereby represents, warrants and guarantees to the Owner all workmanship, equipment and materials paid for by the Owner pursuant to this Agreement for a period of two (2) years following the date of purchase by the Contractor. Such warranty and guarantee shall be construed to include, but is not limited to, representations that all workmanship, equipment and materials are of good quality, free from any defects or irregularities, and in strict conformity with any and all DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B specifications provided to the Contractor by the Owner. If any defect in workmanship, equipment or materials arises, the Contractor shall remedy or otherwise correct such defect without cost to the Owner within such reasonable period of time as specified by the Owner in writing. If the Contractor fails to repair such defect within such period of time specified by the Owner, the Owner may repair such defect or contract for such repairs at the expense of Contractor. The obligations contained in this Section 14 shall survive the termination or expiration of this Agreement. 15.Compliance with Laws. The Contractor is obligated to familiarize itself and comply with all laws applicable to the performance of the Scope of Services, including without limitation all state and local licensing and registration requirements. 16.Acceptance Not Waiver. The Owner’s approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the Owner under this Agreement. 17. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either Party should fail or refuse to perform according to the terms of this Agreement, such Party may be declared in default. 18. Remedies. Except as provided in Section 13(i) (Insurance), in the event a Party declares a default by the other Party, such defaulting Party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the Party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail itself of any other remedy at law or equity. If the non-defaulting Party commences legal or equitable actions against the defaulting Party, the defaulting Party shall be liable to the non-defaulting Party for the non-defaulting Party’s reasonable attorney fees and costs incurred because of the default. 19.Indemnification; No Waiver of Liability or Immunity. The Contractor agrees to indemnify, defend, and hold harmless the Owner and its officers, directors, employees, agents, engineers/architects and attorneys from any and all damages and liabilities arising from the negligence or misconduct of Contractor’s performance of the Scope of Services, except that Contractor shall not be liable for damages and liabilities caused by the negligence, willful or criminal misconduct of Owner. The Contractor’s obligations under this Section 19 shall be to the fullest extent permitted by law and shall survive termination or expiration of this Agreement. The Owner is relying on and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, defenses, and protections provided by the Colorado Governmental Immunity Act, § 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to the Owner or its officers or employees. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 20.Binding Effect. This writing constitutes the entire agreement between the Parties and shall be binding upon the Parties, their officers, employees, agents and assigns and shall inure to the benefit of the Parties’ respective survivors, heirs, personal representatives, successors and permitted assigns. 21.Amendment. No amendment or modification of this Agreement shall be binding upon the Parties unless the same is in writing and approved by a duly authorized representative of each Party. 22. Law; Venue. The laws of the State of Colorado shall govern the construction, interpretation, execution, and enforcement of this Agreement. Venue for any dispute between the Parties arising out of or relating to this Agreement shall be in the State of Colorado District Court for Eagle County. 23. Severability. In the event any term or condition of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 24.Annual Appropriation. The Owner’s obligations hereunder are subject to the annual appropriation of funds necessary for the performance thereof, which appropriations shall be made in the sole discretion of the Owner’s Board of Directors. 25.Ownership of Work Product. All documents such as reports, plans, drawings and contract specifications, information, and other materials prepared or furnished by the Contractor (or the Contractor’s independent professional associates, permitted subcontractors, and consultants) and paid for pursuant to this Agreement are instruments of public information and property of the Owner. All internal documents which support the public information such as field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by the Contractor as instruments of service shall be provided to the Owner. The Owner understands such documents are not intended or represented to be suitable for reuse by the Owner or others for purposes outside the specific scope and conditions of the Scope of Services. Any reuse without written verification or adaptation by the Contractor for the specific purpose intended will be at the Owner’s sole risk and without liability or legal exposure to the Contractor, or to the Contractor’s independent professional associates, permitted subcontractors, or consultants. 26. Taxes. The Owner is a governmental entity and is therefore exempt from state and local sales and use tax. The Owner will not pay for or reimburse any sales or use tax that may not directly be imposed against the Owner. The Contractor shall use the Owner’s sales tax exemption for the purchase of any and all products and equipment on behalf of the Owner. 27.Time is of the Essence. All times stated in this Agreement are of the essence. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 28. Notices. All notices which are required, or which may be given under this Agreement shall be effective when mailed via registered or certified mail, postage prepaid and sent to the address first set forth above. 29. Counterparts, Electronic Signatures and Electronic Records. This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument. The Parties consent to the use of electronic signatures and agree that the transaction may be conducted electronically pursuant to the Uniform Electronic Transactions Act, § 24-71.3-101, et seq., C.R.S. 30.No Third-Party Beneficiaries. The Parties to this Agreement do not intend to benefit any person not a party to this Agreement. No person or entity, other than the Parties to this Agreement, shall have any right, legal or equitable, to enforce any provision of this Agreement. 31.Section Headings. The section headings in this Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of any part of this Agreement. 32.Not Construed Against Drafter. Each Party acknowledges that it has had an adequate opportunity to review each and every provision contained in this Agreement, including the opportunity to consult with legal counsel. Based on the foregoing, no provision of this Agreement shall be construed against either Party by reason of such Party being deemed to have drafted such provision. OWNER:COUNTY OF EAGLE, STATE OF COLORADO, By and Through the OFFICE OF THE COUNTY MANAGER By: ______________________________ CONTRACTOR: Transdev Fleet Services, Inc. By: Name: Title: Date: DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 4/18/2024 Todd Johnson RVP Vehicle VP Region Finance FT 4/18/2024 Jennifer Green Jeff Shroll DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 1 EXHIBIT A SCOPE OF SERVICES AND COMPENSATION I. INTRODUCTION; Transit Provider’s ongoing mission is to improve the performance of its fleet, reduce costs and downtime, while improving fleet reliability and functionality through enhanced fleet maintenance practices. Transit Provider desires to contract with a qualified contractor that will provide the best value to Transit Provider, creating a partnership to better achieve Transit Provider’s mission and objectives. . II. DEFINITIONS Abuse: physical damage to a vehicle or equipment directly resulting from misuse, and other damage exceeding normal wear and tear, as determined by Transit Provider. Availability: the percentage of time a unit of the fleet is available for use during each month byTransit Provider. Downtime: the percentage of time during which a unit of the fleet is unavailable for use by Transit Provider, due to the need for scheduled or unscheduled maintenance or repairs. Downtime begins at the point a unit is delivered to the Maintenance property and facilities or the point at which the Contractor is notified that a unit requires towing to a service location or a mobile repair. Downtime ends at the point the Contractor notifies Transit Provider that the unit is available for service. Downtime does not include the time required for the Contractor to perform repairs necessitated by abuse, negligence accidental collisions, warranty repairs, vandalism, or force majeure events which are not the fault of the Contractor, and such time shall be computed based on the number of normal business hours the fleet unit is unavailable for use due to such causes. Equipment: those fleet units listed in Addendum 1, which may be amended from time to time. Fleet: all vehicles listed in Addendum I, which will be attached hereto and incorporated herein upon delivery from Transit Provider to Contractor, as it may be amended due to the addition or deletion of vehicles or equipment. This addition may result in a doubling of the existing fleet and should be considered for this proposal. Fleet Management Best Practices: those fleet management and maintenance best practices generally accepted within the motor vehicle, transit, and transportation fleet management industry as the practices which obtain the maximum functionality. Negligence: any type of action or lack of action that results in a failure to use or apply a reasonable duty of care to anyone who could foreseeably suffer injuries or damage to Transit Provider property. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 2 Normal Business Hours: the hours of the day and days of the week during which the real property and facilities are required to be open and available for repair and maintenance service. It is our request that hours will reflect all hours of the day. 24/7/365 Normal Wear and Tear: damage, parts failure, or exceedance of component specifications occurring in the operation of transit vehicle and equipment typically expected for that type of vehicle or equipment over time under typical operating conditions for that type of vehicle or equipment. Normal Wear and Tear as applied to physical facilities and office and shop equipment means damage or deterioration that occurs during normal intended use of facilities and office and equipment without negligence, carelessness, or abuse thereof. Preventive Maintenance (PM): scheduled and routine servicing of vehicles and equipment performed to mitigate and reduce breakdowns, prolong the life expectancy of vehicles and equipment, minimize vehicle and equipment downtime, and maintain vehicle and equipment performance. Preventive Maintenance shall meet or exceed original equipment manufacturer (OEM) specifications, warranties, and recommendations. Preventive Maintenance shall include, but not be limited to, scheduled routine inspections, servicing, and repair and/or replacement of component parts and fluids necessitated by normal wear and tear. Original Equipment Manufacturer (OEM): a company that manufactures and sells products or parts of a product that their buyer, another company, sells to its own customers while putting the products under its own branding. Overhead Costs: costs included in the Targeted Costs including indirect expenses incurred for such items as indirect shop supplies, parts, office supplies, uniforms, bonding costs, copying services, non capitalized equipment, shop tools, training, and insurance. Costs for maintenance and/or repair and/or rental of equipment used in delivering goods and services under the Contract. Quick Fix Repairs: a non-scheduled repair that can be completed in less than one hour when the operator delivers the vehicle/equipment to the maintenance facility for service and chooses to wait for the service. Examples of Quick Fix Repairs include replacing wiper blades, fuses, light bulbs, and/or tires; tire repair; topping off fluids; and adding air to tires. This service will be continuously available during normal hours of maintenance facility operation. Road Service: any repair that precludes the operator from bringing the vehicle to the maintenance facility for service and that generally takes less than one hour to complete. Examples include tire repair, jumping or replacing a dead battery, and fixing broken lights. Transit Provider: for the period of time from the execution of the Agreement through assignment to EVTA pursuant to Paragraph 9 of the Services Agreement shall mean Eagle County, Colorado, doing business as ECO Transit. Upon assignment to EVTA pursuant to Paragraph 9 of the Services Agreement and thereafter, Transit Provider shall mean the Eagle Valley Transportation Authority. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 3 STATEMENT OF WORK I. OVERVIEW OF MAINTENANCE SERVICE ●Transit Provider is the primary provider of public transportation services in the Eagle River Valley. ●Transit Provider: Fixed–route to the Vail Valley, and parts of unincorporated Eagle County with approximately three thousand (3,000) one-way trips per day. ●ADA Complementary Paratransit service within ¾ mile of the fixed-route service. Operational Profile The system operates 365 days per year. Transit Provider operates its fixed-route transit service with a goal of a 20% spare ratio; spares include vehicles undergoing preventive maintenance, vehicles being repaired, and vehicles available as spares that could be deployed for service and training as needed. Fixed Route and ADA Complementary Paratransit Service Hours Transit Provider hours of operation are approximately: ●Monday to Thursday 4:30 AM to 2:00 AM ●Friday 4:30 AM to 2:30 AM ●Saturday 4:30 AM to 2:30 AM ●Sunday 4:30 AM to 2:30 AM II.TRANSIT PROVIDER VEHICLES Shal be licensed and registered by Transit Provider in the name of Transit Provider at Transit Provider’s expense. Transit Provider shall purchase all Transit Provider owned vehicle license tags. Transit Provider shall provide all rolling stock equipment including fareboxes, mobile ticketing validator, radios, variable message signs, head signs, AVL/GPS, and cameras. Vehicle Fluids Transit Provider will provide fuel and diesel exhaust fluid (DEF) for all vehicles and will be responsible for maintenance and upkeep of the fuel dispensing pump. The fuel will be provided at no cost to the Contractor. Computers and Software Transit Provider will not be providing the Contractor with any computers, or computer associated equipment. The Contractor will provide and maintain licenses for all vehicle diagnostic, repair, and maintenance software programs required to properly maintain Transit Provider’s fleet vehicles. The Contractor will be responsible for providing reports and/or providing access to information regarding Transit Provider’s fleet assets, electronically or printed when requested by Transit Provider. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 4 Communications Transit Provider will provide voice radio communications equipment for all assigned vehicles, and one hand-held mobile radios for road calls. Installation of all radio communications equipment will be provided by Transit Provider. All costs related to damage and/or repairs resulting from negligence or abuse caused by the contractor , will be the financial responsibility of the Contractor. III. THE CONTRACTOR SHALL PROVIDE THE FOLLOWING: The Contractor will provide all facilities, supervision, labor, parts, materials, supplies, office equipment, and subcontractor(s) services required, unless specifically exempted under the terms of this SOW, necessary to provide transit fleet maintenance services consistent with generally accepted fleet practices and in accordance with the performance standards specified herein. Unless otherwise agreed and duly authorized by the Parties in writing, Contractor’s facilities, where the majority of Services shall be performed, is located at 452 Plane Street, Gypsum, Colorado 81637. Facility and Equipment Operations and Maintenance The Contractor shall be required to perform inspections, observations, preventative maintenance, service, repair, or replacement of parts and components of equipment and assets at the very minimum according to Transit Provider’s Maintenance Plan. The Contractor will refer to the Fleet Maintenance Plan, for all specifications, performance frequencies, and minimum requirements. Electronic copies of all reference plans and documents will be made available upon request. Upon completion of the required actions per the Facilities Maintenance Plan, the Contractor’s employees shall transmit the completed portions of all required reports via electronic mail, to the following email address jessie.cooper@eaglecounty.us. The Contractor shall be responsible for transmitting the completed documents no later than the 10th calendar day of the month following the month in which maintenance and inspection activities where performed. The Contractor will ensure that vehicle maintenance performance standards are met, regardless of any maintenance facility, shop equipment maintenance or repair needs. The Contractor will include provisions in their proposal specifying how this will be accomplished. Any accidental release or spill of fluids, oils and/ or fuel by the Contractor, will be corrected at the Contractor’s sole expense. The Contractor will be responsible for the security of all properties and assets designated for its use under the Contract. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 5 The Contractor is responsible for the return of any County owned, equipment, and records to Transit Provider immediately following the Contract term or upon termination of the Contract. The Contractor will provide each of the services outlined under the terms of this SOW, and such other associated services as may be required to assure the continuity of effective and economical operation of Transit Provider’s fleet and equipment. The Contractor will provide all repairs needed, as well as any repairs needed for the interior of the vehicle. For Information Technology (IT) equipment. Offer corrective action recommendations for low voltage electrical wiring and cabling, as it relates to ITS hardware. ITS Equipment includes but is not limited to the following: -On-board cameras. -Head signs. -AVL/GPS units. -On-board communication devices; Modem -Variable message signs. -Farebox -Geotab Devices -Lytx Devices -*Integration and/or calibration of ITS equipment after install, will be completed by the Transit IT Department. -Repair, removal, and replacement of Masabi Mobile Ticketing JRV validator and associated wiring. Disposal of all vehicles and vehicle parts as directed by Transit Provider. o For example, if the Contractor is given permission by Contract Administrator to remove parts from a vehicle, the Contractor must arrange for disposal of the “remains” of that vehicle as agreed upon between Contract Administrator and the Contractor. Revenue from the sale or scrapping of vehicles and equipment belongs to Transit Provider. The Contractor will comply with all applicable disposal laws. Priorities may change daily depending on emergencies, work priorities, and availability of backup vehicles. The Contractor will be responsible for following repair priorities established by Contract Administrator to meet Transit Provider’s expectations for vehicle availability. The Contractor shall provide PM and unscheduled repairs to all vehicles and equipment under an established repair priority system to be mutually agreed upon. The system shall be subject to approval and modification by Transit Provider. The Contractor shall recommend a repair priority system for Transit Provider. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 6 The Contractor’s repair priority system shall be in accordance with the demands and directions of the Contract Administrator with final approval by the Director of Transportation or designee(s). The Contractor will provide the Contract Administrator with estimated completion time for repair services daily. The Contractor must notify the Contract Administrator via email explaining why any repair completion estimates will exceed 24 hours. The Contractor must analyze, in advance, the cost effectiveness of any repair exceeding $2,000 for all vehicles and equipment, or any repair where the cost estimate is more than the fair market value of the vehicle or equipment as confirmed by Transit Provider. These repairs require approval in advance by Transit Provider. If the Contractor believes that replacement appears to be more cost-effective than repair, such recommendation shall be presented to Transit Provider. Transit Provider will make the final decision on the disposition of the vehicle or equipment. Transit Provider will place in a suspended status any vehicle or equipment awaiting repair authorization relative to the performance standards described in this SOW. Time and Material Services The Contractor will provide all services on a time and materials basis at a rate specified in this SOW. All labor time will be calculated using a flat-rate manual and/or applicable and available software. The Contractor will submit to Transit Provider invoicing breaking out labor rate and material costs. Pricing Matrix as follows: -Labor Rate – $202.57 per hour -Overtime rate if approved by Eagle County – $206.08 -Parts Markup – 12% -Outside services – Invoice for service plus 10% The Contractor will document each employee and the actual hours each employee charged to a work order or to stand-by hours. In the event of an emergency, all additional costs pertaining to emergency operations and personnel, shall be negotiated, and approved by the Contract Administrator. Transit Provider will not be responsible for any overtime required by the Contractor to meet service performance standards of this SOW. The Contractor will provide parts procurement, stocking, and disbursement services during all emergencies and for all Services. The Contractor will be required to report all known vehicle collisions of the Contractor to Transit Provider via email within twenty-four (24) hours of the incident. The Contractor will arrange for towing of the vehicle to the Transit maintenance facility as directed by Transit Provider. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 7 The Contractor will notify Transit Provider via email whenever a vehicle shows physical damage not associated with a reported vehicle collision and not caused by normal wear and tear. It will be the responsibility of the Contractor to identify the base cause of damages and classify the repair appropriately. In both cases, Transit Provider must approve the repair in advance. Any such work performed by the Contractor without prior approval from Transit Provider shall be at the sole expense of the Contractor. The Contractor’s monthly reports will include all instances of repairs necessitated by negligence, abuse, or vandalism. Windshields may incur minor damage that can be safely repaired, they may be repaired by a fleet maintenance technician or auto body technician so long as the damage is not obstructive to the view of the driver. In cases where the windshield is cracked, the windshield shall be replaced. If the vehicle’s windshield contains electronics that must be calibrated, then that shall be done before the vehicle goes back into service. The Contractor will be required to coordinate up-fitting of newly acquired units to ready them for service. Typical new vehicle preparation services include the installation of any uninstalled, dealer provided optional equipment and accessories, such as, AVL, and the installation, license plates and roadside assistance kits. Depending on circumstances the Contractor may be responsible for arranging and paying for the equipment installation or Transit Provider may request that the Contractor both purchase and install the equipment. Vehicle Inspection and Damage The Contractor will conduct a walk around inspection of the exterior of the vehicle before any vehicle is brought into the maintenance facility. An inspection of the interior and under carriage of the vehicle will be conducted once the vehicle is inside the maintenance facility. Pictures should be taken of any damage found to a vehicle and will be provided via email to Transit Provider within 24 hours. 1.Transit Provider will be notified of any damage found or repairs needing to be done to any vehicle due to abuse or negligence. 2. All copies of Driver’s Vehicle Inspection Report (DVIR) being turned in with a vehicle will be checked to make sure all proper information has been documented and filled out along with minor or major maintenance work needing to be done. 3. The Contractor and the operator of the vehicle will conduct a walk around inspection of the exterior and interior should be done to ensure there has been no damage done to the vehicle while in the maintenance facility. 4.Transit Provider will be notified of any damage found to a vehicle due to abuse or negligence on the part of any Contractor. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 8 5.While a vehicle is in the maintenance shop being serviced or repaired, the insurance liability for these vehicles will be under the Contractors liability insurance coverage. Once the vehicle/vehicles have been serviced or repaired and picked up by Transit Provider, the vehicle will fall under their liability insurance coverage. 6. Required Video cameras located around the outside and inside of the maintenance shop facility, will allow the review of any vehicle damage called into question while a vehicle is in the maintenance shop facility. Preventive Maintenance (PM) and Repairs PM services are Services under this SOW. The Contractor shall implement a program for Transit Provider to provide PM for vehicles and equipment consistent with the requirements of this section. The Contractor will maintain a minimum of 95% compliance for PMs completed on time across the fleet. The PM program shall be designed in accordance with professionally recognized Fleet Management Best Practices and principles and shall meet or exceed the terms and conditions necessary to comply with the original manufacturers’ specifications, warranties, and recommendations and any applicable regulatory requirements. The Contractor will follow the schedule in Transit Provider’s Maintenance Plan or OEM standard if OEM is a shorter time/mileage period. PM programs and inspection forms must be reviewed and approved by the Contract Administrator and will need to occur within ninety (90) days of the contract. The inspection forms shall include specific tasks or inspections for the type of vehicle. At all times, the PM program must be equivalent to or exceed DOT, OEM specifications, and warranty requirements. The Contractor shall use their program to develop and implement a PM scheduling system that provides electronically generated (i.e., e-mail) weekly notifications with a weekly calendar indicating to Transit Provider as to when PM services are scheduled for vehicle or equipment. This report must be transmitted via email to Transit Provider every Friday or Monday. This scheduling system must be consistent with that presently used by Transit Provider and must be implemented in such a way as to minimize disruption to Transit Provider operations. The Contract Administrator must approve all PMs that cannot be conducted within the PM window. The Contractor shall use mileage to determine PM intervals as specified in the Fleet Maintenance Plan. The Contractor will perform timely PM services on all vehicles and equipment and be responsible for having the requested number of vehicles available for pullout with at least a 20 % spare ratio. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 9 The Contractor will be responsible for completing all required Federal and State of Colorado vehicle and equipment inspections and certifications, to include annual DOT. The Contractor shall schedule all annual inspections no later than the same month as the previous year’s inspection for each required unit. The Contractor will coordinate the scheduling of inspections and certifications with Transit Provider not less than one month prior to the expiration of the current inspection or certification. The Contractor shall maintain proper unit inspection/certification records in accepted software. The Contractor will be responsible for performing all DOT inspections per FMCSA 49 CFR, Part 396. Only qualified inspectors that meet 49 CFR Part 396.19 and 396.25 will perform inspections. Proof of technician qualification must be presented to Transit Provider prior to the start of contract. All inspections will meet criteria set forth in 49 CFR Part 393. All commercial vehicles in Transit Provider’s fleet will receive an annual inspection in accordance with Federal Motor Carrier Safety Administration. At a minimum, inspections must include all items enumerated in the Minimum Periodic Inspection Standards, Appendix G to Subchapter B of the Federal Motor Carrier Safety Regulations and during the normal vehicle PM cycle. Each time a vehicle is brought in for PM, the Contractor must check to ensure the vehicle’s interior is free of trash and debris. Vehicles are required to be free of trash and debris before they are repaired. The Contractor will take pictures and notify the Contract Administrator of any vehicle not meeting this requirement. When checking in a vehicle for service, the Contractor will check for any pending work orders and any Parts Available (PAV) items that need to be installed. The Contractor shall then check each tire’s pressure, condition and safety, documenting such on a safety checklist; check and replenish all fluids according to OEM recommendations; and perform a visual safety inspection to ensure serviceability until the next PM service. Vehicles with safety deficiencies will be taken out of service until repairs are complete. The Contractor shall be responsible for entering all maintenance records and documentation showing all preventive maintenance was performed into accepted software in accordance with the requirements set forth in the contract. Parts and Parts Inventory The Contractor will provide parts supervision within the maintenance facility and will be required to procure, stock, and dispense all parts, materials, and supplies (unless otherwise specified) required for operation and maintenance of all vehicles in accordance with federal, state, and local regulations; generally accepted parts management practice; OEM requirements; and Transit Provider’s standards/specifications as outlined in this SOW. The Contractor will own and maintain an inventory of parts, materials, supplies, and fluids of an appropriate size and composition for Transit Provider vehicles. The Contractor shall ensure the accepted software program is used to monitor and control the parts inventory. At a minimum, the system will generate a complete inventory by part number, part cost and a usage rate history for each DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 10 part normally stocked. The Contractor will establish a procedure to document the historical demand of non-inventory parts to ensure that repeated demand for these items warrant addition of the item(s) to the inventory. The Contractor shall determine trend analysis and stock parts due to failure or wear. The Contractor shall make special provisions for stocking sufficient quantities of spare parts for maintenance service vehicles and equipment and shall ensure that zero “stock-outs” occur during emergency situations. Parts used to maintain and repair Transit Provider’s fleet will, at a minimum, meet or exceed the quality of parts furnished originally for the equipment (OEM or equivalent). Rebuilt or remanufactured parts must conform to manufacturer’s reconditioning tolerances. All parts will be dismantled and reconstructed as necessary; all internal and external parts cleaned and made free from rust and corrosion; all impaired, defective, or substantially worked parts restored to a sound condition or replaced with new, rebuilt, or unimpaired used parts; all missing parts replaced with new or rebuilt parts; and such other operations performed as are necessary to put the product in sound working condition. The Contractor will primarily use new OEM parts when repairing vehicles and equipment. The Contractor will make a reasonable effort to obtain remanufactured parts that carry a warranty. Transit Provider shall constitute what is reasonable. If Transit Provider determines that the product supplied does not conform to OEM requirements or conditions, Transit Provider reserves the right to require the use of a specific substitute. Transit Provider will specifically approve all product lines or changes to product lines before introduced for use. The Contractor will only invoice Transit Provider for parts, materials, supplies and fluids when they are used to perform services under this SOW. The Contractor will maintain inventory based upon the types of service performed at the maintenance facility. Transit Provider will not be billed for parts until they are used on vehicles. The Contractor will provide parts procurement, stocking, and disbursement services during all hours providing services (see “Staffing Position Requirements” section). The Contractor shall have an appropriate start-up inventory of parts, materials, supplies, and fluids to ensure continuity of supply during the transition period. The Contractor is obligated to ensure that an adequate inventory is on hand for start-up of services. The Contractor will not cannibalize parts from Transit Provider vehicles for use on other vehicles without prior written authorization of Transit Provider. When parts are being ordered, an urgency will be placed on the shipping, as necessary. Consideration should be made based on the type of vehicle and service provided. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 11 The Contractor shall be responsible for vehicle or equipment damage costs caused by use of substandard parts, supplies, and fluids. The Contractor will use the approved software to set up any prorated warranties on parts installed prior to the effective date that remain under warranty provided that the data necessary to set up such warranties has been furnished or otherwise made available to the Contractor by Transit Provider. In such a case, an inventory of all such prorated warranties shall be given to Transit Provider. After the effective date, the Contractor shall accept responsibility for pursuing warranty enforcement on such previously installed inventory but does not guarantee honor of such warranties or success in enforcement of such warranties. The Contractor will warranty products supplied under this SOW for a minimum of sixty (60)days or the length of the warranty provided by the supplier or manufacturer, whichever is greater. The Contractor will set up and utilize the parts warranty module within the approved software. The Contractor is responsible for absorbing the cost of all core charges normally associated with replacement parts. In no case shall the Contractor charge core charges to any repair order for returnable part cores. Core charges for damaged, unusable, non-returnable parts will be listed as a separate item on repair orders. The Contractor must have the ability to track core charge performance and be able to provide a computer-generated quarterly report to Transit Provider. The Contractor will be responsible for the security of the parts room and will authorize appropriate Transit Provider personnel for access to the parts room as required. Transit Provider will give notice prior to entering the parts room. Road Service and Towing Road service is defined as any repair conducted in a location other than the Transit Campus that generally takes less than one hour to complete. Road services may include, but are not limited to, jump starts, battery replacement, fluid addition, lighting repair, hydraulic hose replacement, repair of damaged bus body panels, tire changes, recovery of disabled/stranded vehicles (i.e., due to inclement weather), etc. The Contractor is responsible for providing road service and towing service for all vehicles to meet terms of the contract, including meeting all service standards. The Contractor shall administer free towing that Transit Provider receives under a manufacturer’s warranty. Response time for road calls and towing service (from time of call to arrival on scene) during business hours and within Transit Provider’s service area limits will be forty -five (45) minutes or less, in favorable weather conditions. Towing or road calls will be the responsibility of the Contractor if they are responsible for the cause of failure due to a recent repair. Transit Provider will deduct these charges on the following month’s invoice. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 12 The Contractor will keep all service vehicles fully stocked to provide road service repairs and to reduce the number of unexpected trips to pick up replacement parts. A list of parts expected to be stocked on service vehicles include, but are not limited to: -electrical cables, fuses, breakers, and connectors -frequently used belts. -frequently used hoses.. -All needed fluids -lighting elements -hose repair and replacement parts -clamps, nuts, bolts and or fasteners Engine Fluid Sample Analysis Program The Contractor is responsible for administering an oil sample program. The Contractor shall provide oil sampling on every required oil change. The Contractor shall use an oil sample laboratory that is approved by Transit Provider. The oil sample lab used must be ISO 17025 certified. The Contractor will supply all sample bottles, hoses, cartons, and labels needed to retrieve the sample and ship them to the lab. The oil sample program will be set up so that the Contract Administrator receives sample test results via email from the lab for samples on all engines. All fluid samples shall be sent for analysis. The oil analysis shall be provided as part of the invoice costs. Samples showing potential failures will be provided to the Contract Administrator within forty-eight (48) hours of receipt of the analysis. The oil sampling program shall include but not be limited to the following: -All diesel and gasoline main and auxiliary engines -Automatic and manual transmissions, and transaxles. The Contractor is responsible for monitoring oil samples and repairing any deficiencies that the oil sample program finds. The Contractor will notify the Contract Administrator for any critical oil samples within forty-eight (48) hours of receiving oil samples and present a plan to remedy the bad oil sample within three days. Taking oil samples, re- taking of any oil samples, and repairs needed because of bad oil samples will be a T&M Cost. Comprehensive Tire Service DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 13 Given this is a 12 month contract all tire service will be performed by a 3rd party. All efforts will be made to be in compliance of Transit Providers Tire Service Policy. Should Transit Provider wish to purchase the actual tire equipment Transdev Fleet Services will perform this work on a 12 month contract. The Contractor will have the 3rd party replace tires when tires have reached minimum tread depths as indicated by tread wear indicators, as specified by FMCSA in 49 CFR Part 396 Appendix G, have failed, or are unacceptable due to wearing, irregular wear patterns, ply separations, bead separations or other unacceptable conditions that affect safety or performance of vehicles and equipment. Only tire patching from inside is acceptable. Tire plugs are not acceptable for any tire repair. Transit Provider shall authorize, in coordination with the Contractor, all decisions regarding makes and types of tires that the Contractor will purchase and provide to Transit Provider. Transit Provider will also have the final authority regarding when the related repairs or adjustments (e.g., brakes, steering, etc.). The Contractor is required to and procedures regarding the operation of vehicles and equipment and must utilize properly licensed personnel for the type of vehicle being tested. The Contractor must verify the safety of these vehicles and equipment prior to returning to service. Warranty and Recall Services The Contractor will administer all warranties and recalls, both for vehicles and parts, offered by manufacturers, for the fleet and on subcontracted repairs. Vehicle warranty work must be entered into the FMIS and tracked accordingly. All warranty work information will be provided by the contractor to Transit Provider, upon request. Transit Provider will provide OEMs approval for the Contractor to perform warranty and recall work in house. Once authorized, the cost of performing such work will be reimbursed directly to the Contractor. Work performed by the Contractor for which reimbursement is provided by the manufacturers will not be billed to Transit Provider. The Contractor may send warranty or recall work out to others, subject to applicable provisions of the manufacturer’s warranty, when it is more cost effective for Transit Provider to do so. The cost of repairs made if a vehicle is sent out for suspected warranty work when the suspected problem is not covered under warranty, will be absorbed by the Contractor as part of its invoicing. The Contractor will be responsible for all components and parts installed on vehicles by the Contractor or subcontracted to a third party. (Note: All components and parts installed on a Transit Provider vehicle shall remain with that vehicle as part of the whole vehicle and the components and parts shall be the property of Transit Provider free and clear of any liens or encumbrances. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 14 The requirements of this section do not relieve the Contractor from meeting the requirements of any performance standard required under the Contract. There shall be no charge to Transit Provider for administering warranties and recall work. Rework All materials, parts, and workmanship furnished by the Contractor will be of a high standard, free from defects and imperfections, and meet all OEM standards and specifications. Parts and labor costs resulting from rework will be the Contractor’s responsibility with no costs incurred by Transit Provider. The Contractor will track and identify in its invoicing multiple repairs for the same deficiency on the same vehicle (rework) and will not bill Transit Provider for any rework expenses that occur within the following timeframes: -Engine and Transmission Overhauls – twelve (12) months or 12,000 miles -All Other Work – ninety (90) days or 4,500 miles Rework must be given the highest priority of repair and be performed within twenty-four (24) hours after Transit Provider’s notification of the Contractor’s need for corrective action or self-identification by the Contractor. The Contractor shall monitor, track, and identify rework or re-repair services which are required and shall not include the costs of such repairs in the monthly invoices to Transit Provider. All rework work orders will be provided with the monthly statement. Transit Provider is the final decision-making authority if a dispute arises regarding rework. Any rework identified by Transit Provider and not identified by the Contractor will be promptly credited on the next invoice. All determinations as to whether downtime results from a required rework or a parts failure which solely results from a defective part shall be made after a mechanical diagnosis of the part, with Contract Administrator concurrence. Farebox, Mobile Ticketing Validators and Vaults The Contractor shall be responsible for the power up to the unit only. The Contractor will be responsible for doing all work associated with obtaining annual required certifications on the following assets: (Listing of buses will be completed closer to contract date) The Contractor will provide the Contract Administrator written reports of inspections and the actions that were taken, or will be taken, to correct any deficiencies noted during the inspections. All identified discrepancies will be repaired before placing the vehicle or equipment in service. Outside Repairs DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 15 The Contractor will define the types of repairs, if any, that will be conducted by a subcontractor or vendor outside of the maintenance facility. The Contractor is required to obtain approval from Transit Provider prior to utilizing vendors for all outside repairs. The Contractor is responsible for the transport to and from the selected vendor. The Contractor will be responsible for arranging, managing, and paying for all outside repairs, and will assume full responsibility and liability for the quality of these repairs. The Contractor shall be solely responsible for all costs of outside repairs for costs not approved by the Authority and will assume full responsibility and liability for the quality of such repairs in the same manner as if such repairs were performed by the Contractor. Repairs requiring the use of outside vendors must be pre-approved by Transit Provider in advance. Subject to the approval requirements in this section, the Contractor may use subcontractors or other vendors during all emergencies and for all Non-Targeted Services as defined in this SOW. The Contractor will be responsible for arranging, managing, and paying subcontractors for all sub-contracted outside repairs, and will assume full responsibility and liability for quality of these repairs. The cost of subcontracted services will be reimbursed to the Contractor by Transit Provider at the Contractor’s actual cost (the Contractor shall not add markup). Vehicle Preparation Services Transit Provider will receive newly acquired vehicles and equipment for service throughout the year of this agreement. Transit Provider will be responsible for assigning unit numbers to the vehicle and inspecting all vehicles and equipment to ensure compliance with purchase specifications. The Contractor will input all required vehicle description data into the approved software, including Manufacturer’s Warranty information. This data is used to maintain and update the fleet replacement plan with current mileage, cost- per-mile, and maintenance costs for the life of the vehicle. The Contractor will be responsible for adding new vehicles and equipment into the approved software program and coordinating with Authority Fleet to have new vehicles and equipment into Transit Provider’s fuel management system. The Contractor will prepare newly acquired vehicles for service. Preparation shall include, but not be limited to, performing inspections; adjusting tire pressures; road testing; checking and correcting all fluid levels; affixing temporary and permanent license plates; affixing and testing fuel rings; GPS systems; cleaning; installing fire extinguishers, AVL, first aid kits, decals, vehicle numbers, and accessory equipment and other special equipment; and coordinating with the Contract Administrator on any post delivery up-fitting of the unit, including radios, light bars, affixing telemetric equipment, as part of the Targeted Cost. -Preparation shall occur within ten (10) working days from the time the vehicle has been turned over to the Contractor for preparation. -The Contractor shall install decals at its expense on vehicles and equipment. -The Contractor must also replace decals and/or graphics as required for small equipment. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 16 -The Contractor will not be responsible for installing major decals, such as vehicle wraps. Transit Provider will include the graphics requirements for rolling stock units in the purchase specifications and graphic costs will be the responsibility of Transit Provider. Transit Provider is responsible for the purchase of fuel data collection devices, GPS, telematics equipment, AVL equipment, etc. and shipment of the same to the Contractor for installation. The cost of license plates and vehicle registration are the responsibility of Transit Provider. The Contractor will inspect and ensure proper operation of all new vehicles as well as outsourced after market work and accident repair. Any incomplete installations, work and/or repairs performed by subcontractors or under warranty will be documented by the Contractor. The Contractor may perform work after Transit Provider’s approval for the OEM responsible for the incomplete work. If the Contractor performs corrective work, the Contractor will submit actual time and material costs for these repairs to the OEM for potential reimbursement. Transit Provider will coordinate radio installation with the County’s Radio Shop. Vehicle Disposal All decisions on a vehicle life expectancy or the continued utility or viability of any vehicle or equipment shall be within the sole province and discretion of Transit Provider. The Contractor will support Transit Provider in its administration of the vehicle disposal program. Vehicles are disposed of throughout the entire year. The Contractor will prepare vehicles for disposal for Transit Provider. Preparation shall include, but not be limited to, removing vehicle documents, tags, and special equipment not including ITS unless requested. performing interior and exterior cleaning of vehicles; performing minor repairs to ensure that the unit is in the best practical running condition for the auction or sale (repairs subject to authorization by Transit Provider); and completing associated paperwork pertaining to decommissioning and disposal of each vehicle. The Contractor shall use its best efforts to minimize any scratching or discoloration that would affect the resale value of the vehicle when removing decals to leave no decal impressions. The Contractor will remove equipment such as radios and provide them to the Transit Provider. If the Contractor fails to remove any Transit Provider property from vehicles before auction, Contractor will be responsible for retrieving or replacing missing items. The vehicles taken out of service for sale are not to be stripped of parts or otherwise cannibalized by the Contractor without the written approval of Transit Provider. Preparation of vehicles for disposal shall be invoiced as T&M Service. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 17 Transitioning of Vehicles Between Contracts Transit Provider may perform an independent inspection using a professional neutral third party, paid for by Transit Provider, for the transitioning of vehicles at the beginning of the Contract. The Contractor will receive each vehicle after the vehicle has been thoroughly inspected by both Transit Provider and the previous Contractor. All parties involved will be required to sign-off on a checklist for each vehicle inspected. The Contractor must be prepared to inspect, take responsibility for, and insure vehicles prior to the scheduled start date for services under this SOW. Transit Provider may perform an independent inspection using a professional neutral third party, paid for by Transit Provider, for the transitioning of vehicles at the end of this contract. All apparent damage, and/or worn parts identified through the inspection shall be corrected, repaired, or replaced prior to transition, at the sole expense of the Contractor and shall not be billed back to Transit Provider. All parties involved will be required to sign-off on a checklist for each vehicle inspected. The Contractor will comply with the Transit Provider’s employee reporting and call-out procedures associated with providing fleet maintenance. In addition to during the normal business hours, the Contractor shall repair vehicles seven (7) days a week and up to twenty-four (24) hours a day as needed to respond to an emergency. The Contractor will provide requested staffing support in conformance to the requirements in the Transit Provider’s Continuity of Operations Plan (COOP), which is implemented during certain declared emergencies. Transit Provider will notify the Contractor when an emergency arises including the nature and anticipated duration of the response needed from the Contractor. The Contractor shall provide Transit Provider with an after-hours emergency telephone number and roster of assigned maintenance personnel available for use in emergency situations. The cost of labor (overtime) during emergency service will be billed as T&M Services. The Contractor will be on-site and providing service with a full complement of personnel within one hour of notification that emergency services are required. The Contractor shall mobilize the shop and provide repair and maintenance services for the duration of any County emergency. Emergency situations include, but are not limited to major fires, floods, tornadoes, earthquakes, rockslides, snow events, and disaster emergencies. Service shall include adequate staffing to ensure continued Transit Provider operations at a level determined by Transit Provider. Such circumstances may occur outside of normal business hours and can involve any number of employees, equipment, and vehicles. Should an emergency require performance of services beyond the capability of the Contractor, the Contractor may perform or supplement performance of contract services with Authority personnel authorized by Transit Provider to DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B 18 assist the Contractor or non-contract vendors. Such performance shall not constitute a breach of contract by Transit Provider. Quick Fix Repairs The Contractor will provide a Quick Fix service for non-scheduled repairs that can be completed in less than one hour when the operator delivers the vehicle or equipment to the Maintenance Facility for service and chooses to wait for the service. The Contractor shall brief any additional safety training topics as provided by the Eagle County Transit Compliance and Safety Supervisor. Drug and Alcohol Program The Contractor will implement a Drug and Alcohol program that is fully compliant with 49 CFR Parts 40 and 655. The Contractor will submit drug and alcohol testing reports with its monthly reports. DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B Addendum 1 - Bus Fleet List Unit Number Gillig Mileage Condition 960-BC 2009 174,229 Fair 880 2009 687,728 Poor 881 2009 763,048 Poor 882 2009 748,878 Poor 885 2012 539,022 Poor 886 2013 511,435 Fair 887 2013 506,125 Fair 888 2013 566,562 Fair 892 2017 343,359 Good 893 2017 337,853 Good 894 2017 387,530 Good 897 2019 269,739 Good 898 2019 293,562 Good 899 2019 272,991 Good 906 2023 1500 Good 907 2023 1500 Good DocuSign Envelope ID: 26F4A3F5-FA5C-4F6F-B8F6-D2C5DB354B7B