HomeMy WebLinkAboutResolution - 2021-R0088 - Contract 15734 with Spare Labs Inc. 3.9.2021Resolution No. 2021-R0088
Item No. 7.10
March 9, 2021
RESOLUTION
IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute
- and on behalf of the City of Lubbock, Service Contract No. 15734 for a platform system for
tibus, pursuant to Denton County Transportation Authority (DCTA) Interlocal Agreement,
r Subchapter F, Chapter 271 of the Texas Local Government Code, by and between the City
Lubbock and Spare Labs, Inc., of Vancouver, Canada, and related documents. Said Contract
attached hereto and incorporated in this resolution as if fully set forth herein and shall be
in the minutes of the City Council.
by the City Council on March 9, 2021
TTEST:
Garza, City
AS TO CONTENT:
AS TO
City Attorney
DANIEL M. POPE, MAYOR
ES.Contract 15734 — Platform System for Citibus
4, 2021
Resolution No. 2021-R0088
Contract 15734
City of Lubbock, TX
Spare Labs Inc., Spare Platform System for Citibus
This Service Agreement (this "Agreement") is entered into as of the 9th day of March 2021
("Effective Date") by and between SPARE LABS INC. with a place of business at Suite 810, 815 W.
Hastings St., Vancouver, BC V6C 1 B4, Canada, (the "Contractor"), and the City of Lubbock (the "City").
RECITALS
WHEREAS, pursuant to Interlocal Agreement for Cooperative Purchasing, with a Denton County
Transportation Authority (DCTA) Subchapter F, Chapter 271 of the Texas Local Government Code.
WHEREAS, the Contractor has been selected as the Contractor which best meets the needs of the
City for this service; and
WHEREAS, Contractor desires to perform as an independent contractor to provide the Services,
upon terms and conditions maintained in this Agreement; and
NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City
and Contractor agree as follows:
City and Contractor acknowledge the Agreement consists of the following exhibits which are
attached hereto and incorporated herein by reference, listed in their order of priority in the event of
inconsistent or contradictory provisions:
1. This Agreement
2. Statement of Work
3. Exhibit A — SAAS Services Order Form SL3588
4. Exhibit B — Federal Clauses
5. Exhibit C —Insurance
Scope of Work
Contractor shall provide the services that are specified in Exhibit A and B and shall comply with all the
applicable requirements set forth in Exhibit A, B and C attached hereto.
Article 1
1.1 The contract shall be for a term March 10, 2021 through September 30, 2024. If the Citibus
General Manager determines that additional time is required to complete the Services, the
Citibus General Manager, may, but is not obligated to, in his or her discretion, execute an
agreement to grant up to an additional twelve (12) months of time so long as the amount of
the consideration does not increase.
1.2 The Contractor shall not assign any interest in this Agreement and shall not transfer any
interest in the Agreement, whatsoever, without prior consent of the City.
1.3 All funds for payment by the City under this Agreement are subject to the availability of an
annual appropriation for this purpose by the City. In the event of non -appropriation of
funds by the City Council of the City of Lubbock for the goods or services provided under
the Agreement, the City will terminate the Agreement, without termination charge or other
liability, on the last day of the then -current fiscal year or when the appropriation made for
the then -current year for the goods or services covered by this Agreement is spent,
whichever event occurs first. If at any time funds are not appropriated for the continuance
of this Agreement, cancellation shall be accepted by the contractor on 30 days prior written
notice, but failure to give such notice shall be of no effect and the City shall not be
obligated under this Agreement beyond the date of termination.
1.4 This contract shall remain in effect until the first of the following occurs: (1) the expiration
date, (2) performance of services ordered, or (3) termination of by either party with a 30
day written notice. The City of Lubbock reserves the right to award the canceled contract to
the next lowest and best bidder as it deems to be in the best interest of the city.
Article 2 Miscellaneous.
2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in
accordance with the laws of said State, without reference to choice of law provisions.
2.2 This Agreement is performable in, and venue of any action related or pertaining to this
Agreement shall lie in, Lubbock, Texas.
2.3 This Agreement and its Exhibits contains the entire agreement between the City and
Contractor and supersedes any and all previous agreements, written or oral, between the
parties relating to the subject matter hereof. No amendment or modification of the terms of
this Agreement shall be binding upon the parties unless reduced to writing and signed by
both parties.
2.4 This Agreement may be executed in counterparts, each of which shall be deemed an
original.
2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining
provisions of this Agreement shall not be affected thereby.
2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of
any parties otherwise to insist upon strict performance of any provision hereof shall not
constitute a waiver of any subsequent breach or of any subsequent failure to perform.
2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, representatives and successors and may be assigned by Contractor or the
City to any successor only on the written approval of the other party.
2.8 All claims, disputes, and other matters in question between the Parties arising out of or
relating to this Agreement or the breach thereof, shall be formally discussed and negotiated
between the Parties for resolution. In the event that the Parties are unable to resolve the
claims, disputes, or other matters in question within 30 days of written notification from the
aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies
available at law or in equity.
2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized
audit representative of the City or the State of Texas, at its expense and at reasonable times,
reserves the right to audit Contractor's records and books relevant to all services provided
to the City under this Contract. In the event such an audit by the City reveals any errors or
overpayments by the City, Contractor shall refund the City the full amount of such
overpayments within 30 days of such audit findings, or the City, at its option, reserves the
right to deduct such amounts owing the City from any payments due Contractor.
2.10 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or
otherwise, including without limitation, the right to seek any and all forms of relief in a
court of competent jurisdiction. Further, the City shall not be subject to any arbitration
process prior to exercising its unrestricted right to seek judicial remedy. The remedies set
forth herein are cumulative and not exclusive, and may be exercised concurrently. To the
extent of any conflict between this provision and another provision in, or related to, this do.
2.11 The contractor shall not assign or sublet the contract, or any portion of the contract, without
written consent from the Director of Purchasing and Contract Management. Should
consent be given, the Contractor shall insure the Subcontractor or shall provide proof of
insurance from the Subcontractor that complies with all contract Insurance requirements
document, this provision shall control.
2.12 Contractor acknowledges by supplying any Goods or Services that the Contractor has read,
fully understands, and will be in full compliance with all terms and conditions and the
descriptive material contained herein and any additional associated documents and
Amendments. The City disclaims any terms and conditions provided by the Contractor
unless agreed upon in writing by the parties. In the event of conflict between these terms
and conditions and any terms and conditions provided by the Contractor, the terms and
conditions provided herein shall prevail. The terms and conditions provided herein are the
final terms agreed upon by the parties, and any prior conflicting terms shall be of no force
or effect.
2.13 The Vendor warrants that it complies with Chapter 2270, Subtitle F, Title 10 of the
Texas Government Code by verifying that:
(1) The Vendor does not boycott Israel; and
(2) The Vendor will not boycott Israel during the term of the Agreement.
2.14 SB 252 prohibits the City from entering into a contract with a vendor that is identified by
The Comptroller as a company known to have contracts with or provide supplies or
service with Iran, Sudan or a foreign terrorist organization.
INTENTIONALLY LEFT BLANK-----
EXECUTED as of the Effective Date hereof.
CITY OF LUBBOCK
ATTEST:
Rebe ca Garza, City Seci to
APPROVED AS TO CONTENT:
Bill Hod ton, Deputy Cit anager
APPROVED AS TO FO M:
RyapAro# Xssistant City Attorney
DANIEL M. POPE, MAYOR
Spare Labs, Inc.
Email: WST0rFEk9SPAKFt A9S-LaM
By: W hAE�::r�
Name V
41srkFEI� VIK, R4V�6N / GEC)
ORDER FORM #SL-3588
The terms and conditions set out at https://sparelabs.com/en/msa/ ("Agreement') apply to this Order Form ("Order
Form") between SPARE LABS INC ("Company") and City of Lubbock ("Customer") (collectively the "Parties" or
individually a "Party"). The effective date of this Order Form is January 12, 2021 ("Order Form Effective Date").
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, Company and
Customer hereby agree as follows:
Services: Spare Platform (SaaS) with Spare Pooled OnDemand ("Spare Pooled OnDemand"), which manages,
dispatches and handles bookings for pooled on -demand and scheduled transportation. (the "Service(s)"). The
services are based on DCTA MaaS RFP-19-05.
Services Fees: Initial Term: March 10, 2021 - September 30, 2021
Fixed cost: US$7980 monthly platform fee including which will then be automatically extended thereafter to
up to 6,000 Completed Boardings per month for the Full Term (below)
Dedicated Trips for Initial Term and Full Term. Full Term: October 1, 2021 - September 30, 2024.
Billing Schedule: Fixed cost billed for Initial Term on Option to Renew: The Customer has the option to
March 10, 2021 and fixed cost billed for Full Term on renew for three further terms of one year each as the
October 12021, annually. Variable cost billed monthly. same terms and conditions as the Full Term.
Payment Terms: Payments are due within 30 days of
invoice date.
Service Capacity:
Includes access to the Spare Driver app, a whitelabeled Spare Rider app, Spare Platform administration panel,
system administrator training, and Spare Open API.
Variable Cost:
Customer will be post -charged on a monthly basis, according to the following schedule:
Completed Boardings for Dedicated Trips (trips that
Fee
occur in owned or directly operated vehicles by the
Customer)*
Above 6,000 Completed Boardings per month
US$1.45 per Completed Boarding
Includes up to 0 Completed Boardings per month for Non -Dedicated Trips. Customer will be post -charged on a
monthly basis, according to the following schedule:
Completed Boardings for Non -Dedicated Trips Fee
Above 0 Completed Boardings per month US$1.45 per Completed Boarding
Implementation Services: Company will use commercially reasonable efforts to provide Customer the services
described in the Statement of Work ("SOW") attached as Exhibit A hereto ("Implementation Services").
Additional fees / terms:
- Non -dedicated management fee including accounting, invoicing and handling third -party contracts
US$535.50 per month. This is only charged if Completed Boardings for Non -Dedicated Trips is
requested.
Page I of 3
All fees will increase at a rate of 3% per year after the first year of the Full Term starting October 1
2022.
Spare Voice (Spare Automated Phone Notifications, Spare Driver -Rider VOIP, and Spare Pay IVR) is
included at no additional cost.
Miscellaneous Charges: Company will not initiate these miscellaneous costs unless written pre -approval has
been provided by the Customer.
Item
Charge Rate
Travel — Airfare / Ground
Cost+ 10%
Accommodation / Meals
Cost+ 10%
Bespoke customization works
US$150 / hr
On -site integration and training
US$150 / hr
IN WITNESS WHEREOF, the Parties hereto have executed this Order Form as of the Order Form Effective Date.
Spare Labs Inc
By
Namc
City of Lubbock
i
By
Name: Daniel M. Pope
Title: Mayor
Email(s) for sending invoices to and special invoicing instructions:
Page 2 of 3
EXHIBIT A
Statement of Work
Provisioning of Administrator User Accounts
Company will supply administrative user accounts with proper privileges to administrators of the Spare Platform
system, as may be agreed between Company and Customer. Users and customers of Spare Platform are bound by
Spare Platform terms, as outlined at https://sparelabs.com/en/legal, and Spare Open API terms, as outlined at
terns://snarelabs.com/docs .
Customer Training
Company will supply 2-hours dispatcher training, 2-hour reservationists training and 1-hour driver training course
via webinar. Additional training can be added at no additional costs, as may be agreed between Company and
Customer. Training can be set at a time convenient for Customer.
Supply Service Documentation
Company will supply documentation on Spare Platform, including the web -based administration panel, the Spare
Open API, and the Spare Driver app, as may be agreed between Company and Customer.
Service Provisioning
Spare Labs will deploy the Spare Platform with the Spare Pooled OnDemand (Spare Driver app, whitelabeled Spare
Rider app, Spare Open API, and Spare Platform administration panel), and Spare Smart Matching and Dispatching
Algorithm (Spare Engine) on an independent, secure, and scalable datacenter and web server system with disaster
recovery capability, as may be agreed between Company and Customer.
Page 3 oj3
Exhibit B
Federal Clauses
NO GOVERNMENT OBLIGATION TO THIRD PARTIES. No Government Obligation to Third Parties. All contracts
except micro -purchases ($3,000 or less, except for construction contracts over $2,000) (1) The municipal corporation and
contractor acknowledge and agree that, notwithstanding any concurrence by the US Government in or approval of the
solicitation or award of the underlying contract, absent the express written consent by the US Government, the US
Government is not a party to this contract and shall not be subject to any obligations or liabilities to the municipal
corporation, the contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting
from the underlying contract. (2) Contractor agrees to include the above clause in each subcontract financed in whole or in
part with FTA assistance. It is further agreed that the clause shall not be modified, except to identify the subcontractor who
will be subject to its provisions.
2 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENT AND RELATED ACTS. All contracts except
micro -purchases ($3,000 or less, except for construction contracts over $2,000) (1) Contractor acknowledges that the
provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC 3801 et seq. and USDOT regulations,
"Program Fraud Civil Remedies," 49 CFR 31, apply to its actions pertaining to this project. Upon execution of the
underlying contract, contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it
may make, or causes to be made, pertaining to the underlying contract or FTA assisted project for which this contract work
is being performed. In addition to other penalties that may be applicable, contractor further acknowledges that if it makes,
or causes to be made, a false, fictitious, or fraudulent claim, statement, submittal, or certification, the US Government
reserves the right to impose the penalties of the Program Fraud Civil Remedies Act (1986) on contractor to the extent the
US Government deems appropriate. (2) If contractor makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submittal, or certification to the US Government under a contract connected with a project that is financed in
whole or in part with FTA assistance under the authority of 49 USC 5307, the Government reserves the right to impose the
penalties of 18 USC 1001 and 49 USC 5307(n)(1) on contractor, to the extent the US Government deems appropriate. (3)
Contractor shall include the above two clauses in each subcontract financed in whole or in part with FTA assistance. The
clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.
3 ACCESS TO RECORDS AND REPORTS. Applicability — As shown below. These requirements do not apply to micro -
purchases ($3,000 or less, except for construction contracts over $2,000) The following access to records requirements
apply to this Contract: 1. Where the purchaser is not a State but a local government and is an FTA recipient or a subgrantee
of FTA recipient in accordance with 49 CFR 18.36(i), contractor shall provide the purchaser, the FTA, the US Comptroller
General or their authorized representatives access to any books, documents, papers and contractor records which are
pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor shall also,
pursuant to 49 CFR 633.17, provide authorized FTA representatives, including any PMO contractor, access to contractor's
records and construction sites pertaining to a capital project, defined at 49 USC 5302(a)1, which is receiving FTA assistance
through the programs described at 49 USC 5307, 5309 or 5311. 2. Where the purchaser is a State and is an FTA recipient
or a subgrantee of FTA recipient in accordance with 49 CFR 633.17, contractor shall provide the purchaser, authorized
FTA representatives, including any PMO Contractor, access to contractor's records and construction sites pertaining to a
capital project, defined at 49 USC 5302(a)1, which receives FTA assistance through the programs described at 49 USC 5307,
5309 or 5311. By definition, a capital project excludes contracts of less than the simplified acquisition threshold currently
set at $100,000. 3. Where the purchaser enters into a negotiated contract for other than a small purchase or under the
simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is
an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 19.48, contractor shall provide the purchaser,
the FTA, the US Comptroller General or their authorized representatives, access to any books, documents, papers and record
of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and
transcriptions. 4. Where a purchaser which is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 USC
5325(a) enters into a contract for a capital project or improvement (defined at 49 USC 5302(a)l) through other than
competitive bidding, contractor shall make available records related to the contract to the purchaser, the Secretary of USDOT
and the US Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an
audit and inspection. 5. Contractor shall permit any of the foregoing parties to reproduce by any means whatsoever or to
copy excerpts and transcriptions as reasonably needed. 6. Contractor shall maintain all books, records, accounts and reports
required under this contract for a period of not less than three (3) years after the date of termination or expiration of this
contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which
case contractor agrees to maintain same until the municipal corporation, FTA Administrator, US Comptroller General, or
any of their authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.
Re: 49 CFR 18.39(i)(11). FTA does not require the inclusion of these requirements in subcontracts.
4 FEDERAL CHANGES. All Contracts except micro -purchases ($3,000 or less, except for construction contracts over
$2,000) Contractor shall comply with all applicable FTA regulations, policies, procedures and directives, including without
limitation those listed directly or by reference in the Master Agreement between the purchaser and FTA, as they may be
amended or promulgated from time to time during the term of the contract. Contractor's failure to comply shall constitute a
material breach of the contract.
5 CIVIL RIGHTS REQUIREMENTS. All contracts except micro -purchases ($3,000 or less, except for construction
contracts over $2,000) The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance
with Title VI of the Civil Rights Act, as amended, 42 USC 2000d, Sec. 303 of the Age Discrimination Act (1975), as
amended, 42 USC 6102, Sec. 202 of the Americans with Disabilities Act (1990), 42 USC 12132, and 49 USC 5332,
contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national
origin, sex, age or disability. Contractor shall also comply with applicable Federal implementing regulations and other
requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII
of the Civil Rights Act, as amended, 42 USC 2000e, and 49 USC 5332, contractor shall comply with all applicable equal
employment opportunity requirements of USDOL, "Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, USDOL," 41 CFR 60 et seq., (implementing Executive Order No. 11246, "Equal Employment Opportunity,"
as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," 42 USC 2000e), and any applicable Federal statutes, executive orders, regulations, and policies that may in
the future affect construction activities undertaken in the course of the project. Contractor shall take affirmative action to
ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color,
creed, national origin, sex or age. Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. In addition, contractor shall comply with any
implementing requirements FTA may issue. (b) Age - In accordance with Sec. 4 of the Age Discrimination in Employment
Act (1967), as amended, 29 USC 623 and 49 USC 5332, contractor shall refrain from discrimination against present and
prospective employees for reason of age. Contractor shall also comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with Sec. 102 of the Americans with Disabilities Act (ADA), as amended, 42 USC 12112,
contractor shall comply with the requirements of US Equal Employment Opportunity Commission (EEOC), Regulations to
Implement Equal Employment Provisions of the Americans with Disabilities Act, 29 CFR 1630, pertaining to employment
of persons with disabilities. Contractor shall also comply with any implementing requirements FTA may issue. (3)
Contractor shall include these requirements in each subcontract financed in whole or in part with FTA assistance, modified
only if necessary to identify the affected parties.
6 INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS. All contracts except micro -
purchases ($3,000 or less, except for construction contracts over $2,000) The preceding provisions include, in part, certain
Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions.
All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E, are hereby incorporated by reference.
Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. Contractor shall not perform any act, fail to perform any act, or
refuse to comply with any City requests which would cause the City to be in violation of the FTA terms and conditions.
7 ENERGY CONSERVATION All Contracts except micro -purchases ($3,000 or less, except for construction contracts
over $2,000) Contractor shall comply with mandatory standards and policies relating to energy efficiency, stated in the state
energy conservation plan issued in compliance with the Energy Policy & Conservation Act.
8 TERMINATION All Contracts over $10,000, except contracts with nonprofit organizations and institutions of higher
teaming, where the threshold is $100,000 a. Termination for Convenience (General Provision) the municipal corporation
may terminate this contract, in whole or in part, at any time by written notice to contractor when it is in the municipal
corporation's best interest. Contractor shall be paid its costs, including contract close-out costs, and profit on work
performed up to the time of termination. Contractor shall promptly submit its termination claim to the municipal
corporation. If contractor is in possession of any the municipal corporation property, contractor shall account for same, and
dispose of it as the municipal corporation directs. b. Termination for Default [Breach or Cause] (General Provision) If
contractor does not deliver items in accordance with the contract delivery schedule, or, if the contract is for services, and
contractor fails to perform in the manner called for in the contract, or if contractor fails to comply with any other provisions
of the contract, the municipal corporation may terminate this contract for default. Termination shall be effected by serving a
notice of termination to contractor setting forth the manner in which contractor is in default. Contractor shall only be paid
the contract price for supplies delivered and accepted, or for services performed in accordance with the manner of
performance set forth in the contract. If it is later determined by the municipal corporation that contractor had an excusable
reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of
contractor, the municipal corporation, after setting up a new delivery or performance schedule, may allow contractor to
continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) the
municipal corporation in its sole discretion may, in the case of a termination for breach or default, allow contractor an
appropriately short period of time in which to cure the defect. In such case, the notice of termination shall state the time
period in which cure is permitted and other appropriate conditions If contractor fails to remedy to the municipal
corporation's satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract within ten (10)
days after receipt by contractor or written notice from the municipal corporation setting forth the nature of said breach or
default, the municipal corporation shall have the right to terminate the Contract without any further obligation to contractor.
Any such termination for default shall not in any way operate to preclude the municipal corporation from also pursuing all
available remedies against contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In
the event that the municipal corporation elects to waive its remedies for any breach by contractor of any covenant, term or
condition of this Contract, such waiver by the municipal corporation shall not limit its remedies for any succeeding breach
of that or of any other term, covenant or condition of this Contract. e. Termination for Convenience (Professional or Transit
Service Contracts) the municipal corporation, by written notice, may terminate this contract, in whole or in part, when it is
in the municipal corporation's interest. If the contract is terminated, the municipal corporation shall be liable only for
payment under the payment provisions of this contract for services rendered before the effective date of termination f.
Termination for Default (Supplies and Service) If contractor fails to deliver supplies or to perform the services within the
time specified in this contract or any extension or if the contractor fails to comply with any other provisions of this contract,
the municipal corporation may terminate this contract for default. the municipal corporation shall terminate by delivering
to contractor a notice of termination specifying the nature of default. Contractor shall only be paid the contract price for
supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this
contract. If, after termination for failure to fulfill contract obligations, it is determined that contractor was not in default, the
rights and obligations of the parties shall be the same as if termination had been issued for the municipal corporation's
convenience. g. Termination for Default (Transportation Services) If contractor fails to pick up the commodities or to
perform the services, including delivery services, within the time specified in this contract or any extension or if contractor
fails to comply with any other provisions of this contract, the municipal corporation may terminate this contract for default.
The municipal corporation shall terminate by delivering to contractor a notice of termination specifying the nature of
default. Contractor shall only be paid the contract price for services performed in accordance with the manner of
performance set forth in this contract. If this contract is terminated while contractor has possession of the municipal
corporation goods, contractor shall, as directed by the municipal corporation, protect and preserve the goods until
surrendered to the municipal corporation or its agent. Contractor and the municipal corporation shall agree on payment for
the preservation and protection of goods. Failure to agree on an amount shall be resolved under the Dispute clause. If, after
termination for failure to fulfill contract obligations, it is determined that contractor was not in default, the rights and
obligations of the parties shall be the same as if termination had been issued for the municipal corporation's convenience.
h. Termination for Default (Construction) If contractor refuses or fails to prosecute the work or any separable part, with the
diligence that will insure its completion within the time specified, or any extension, or fails to complete the work within this
time, or if contractor fails to comply with any other provisions of this contract, the municipal corporation may terminate this
contract for default. the municipal corporation shall terminate by delivering to contractor a notice of termination specifying
the nature of default. In this event, the municipal corporation may take over the work and compete it by contract or otherwise,
and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work.
Contractor and its sureties shall be liable for any damage to the municipal corporation resulting from contractor's refusal or
failure to complete the work within specified time, whether or not contractor's right to proceed with the work is terminated.
This liability includes any increased costs incurred by the municipal corporation in completing the work. Contractor's right
to proceed shall not be terminated nor shall contractor be charged with damages under this clause if. 1. Delay in completing
the work arises from unforeseeable causes beyond the control and without the fault or negligence of contractor. Examples of
such causes include: acts of God, acts of the municipal corporation, acts of another contractor in the performance of a
contract with the recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. Contractor, within 10 days
from the beginning of any delay, notifies the municipal corporation in writing of the causes of delay. If in the municipal
corporation's judgment, delay is excusable, the time for completing the work shall be extended. the municipal corporation's
judgment shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination
of contractor's right to proceed, it is determined that contractor was not in default, or that the delay was excusable, the rights
and obligations of the parties will be the same as if termination had been issued for the municipal corporation's convenience.
i. Termination for Convenience or Default (Architect & Engineering) the municipal corporation may terminate this contract
in whole or in part, for the municipal corporation's convenience or because of contractor's failure to fulfill contract
obligations. The municipal corporation shall terminate by delivering to contractor a notice of termination specifying the
nature, extent and effective date of termination. Upon receipt of the notice, contractor shall (1) immediately discontinue all
services affected (unless the notice directs otherwise), and (2) deliver to the municipal corporation all data, drawings,
specifications, reports, estimates, summaries and other information and materials accumulated in performing this contract,
whether completed or in process. If termination is for the municipal corporation's convenience, it shall make an equitable
adjustment in the contract price but shall allow no anticipated profit on unperformed services. If termination is for
contractor's failure to fulfill contract obligations, the municipal corporation may complete the work by contact or otherwise
and contractor shall be liable for any additional cost incurred by the municipal corporation. If, after termination for failure
to fulfill contract obligations, it is determined that contractor was not in default, the rights and obligations of the parties shall
be the same as if termination had been issued for the municipal corporation's convenience. j. Termination for Convenience
or Default (Cost -Type Contracts) the municipal corporation may terminate this contract, or any portion of it, by serving a
notice or termination on contractor. The notice shall state whether termination is for convenience of the municipal
corporation or for default of contractor. If termination is for default, the notice shall state the manner in which contractor
has failed to perform the requirements of the contract. Contractor shall account for any property in its possession paid for
from funds received from the municipal corporation, or property supplied to contractor by the municipal corporation. If
termination is for default, the municipal corporation may fix the fee, if the contract provides for a fee, to be paid to contractor
in proportion to the value, if any, of work performed up to the time of termination. Contractor shall promptly submit its
termination claim to the municipal corporation and the parties shall negotiate the termination settlement to be paid to
contractor. If termination is for the municipal corporation's convenience, contractor shall be paid its contract close-out costs,
and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination.
If, after serving a notice of termination for default, the municipal corporation determines that contractor has an excusable
reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of
contractor, the municipal corporation, after setting up a new work schedule, may allow contractor to continue work, or treat
the termination as a termination for convenience.
GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NON -PROCUREMENT). This contract is a covered
transaction for purposes of 49 CFR Part 29. As such, Contractor is required to verify that none of Contractor, its principals,
as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR
29.940 and 29.945.
Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29,
Subpart C in any lower tier covered transaction it enters into.
By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by municipal corporation. If it is later
determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to
The City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and
throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a
provision requiring such compliance in its lower tier covered transactions.
10 DISADVANTAGED BUSINESS ENTERPRISE (DBE). Contracts over $3,000 awarded on the basis of a bid or proposal
offering to use DBEs (a) This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,
Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The
national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The municipal corporation's overall
goal for DBE participation is listed elsewhere. If a separate contract goal for DBE participation has been established for this
procurement, it is listed elsewhere. (b) Contractor shall not discriminate on the basis of race, color, national origin, or sex in
the performance of this contract. Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of this DOT -assisted contract. Failure by Contractor to carry out these requirements is a material breach of
this contract, which may result in the termination of this contract or such other remedy as The City deems appropriate. Each
subcontract Contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).
(c) If a separate contract goal has been established, Bidders/offerors are required to document sufficient DBE participation
to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. d. If
no separate contract goal has been established, the successful bidder/offeror will be required to report its DBE participation
obtained through race -neutral means throughout the period of performance. e. The contractor is required to pay its
subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after
the contractor's receipt of payment for that work from the municipal corporation. In addition, the contractor may nothold
retainage from its subcontractors or must return any retainage payments to those subcontractors within 30 days after the
subcontractor's work related to this contract is satisfactorily completed or must return any retainage payments to those
subcontractors within 30 days after incremental acceptance of the subcontractor's work by the municipal corporation and
contractor's receipt of the partial retainage payment related to the subcontractor's work. f. The contractor must promptly
notify the municipal corporation whenever a DBE subcontractor performing work related to this contract is terminated or
fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the
same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own
forces or those of an affiliate without prior written consent of the municipal corporation.
11 TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS The Contractor agrees to the comply with applicable
transit employee protective requirements as follows:
a. General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are
involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with
terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of
employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b),
and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified
in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal
assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in
compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do not
apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and
individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized
by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause.
b. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C.
§ 5310(a)(2) for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations
financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of
Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. §
5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the
underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions
determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at
29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of
certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The
Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the
conditions stated in that U.S. DOL letter.
c. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C.
§ 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal
assistance authorized by49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special
Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated
May 31,1979, and the procedures implemented by U.S. DOL or any revision thereto.
d. The Contractor also agrees to include the any applicable requirements in each subcontract involving transit
operations financed in whole or in part with Federal assistance provided by FTA.
12. PRIVACY ACT (APR 1984)
(a) The Contractor agrees to- (1) Comply with the Privacy Act of 1974 (the Act) and the agency rules and
regulations issued under the Act in the design, development, or operation of any system of records on individuals to
accomplish an agency function when the contract specifically identifies—
(i) The systems of records; and
(ii) The design, development, or operation work that the contractor is to perform;
(2) Include the Privacy Act notification contained in this contract in every solicitation and resulting subcontract and
in every subcontract awarded without a solicitation, when the work statement in the proposed subcontract requires the
redesign, development, or operation of a system of records on individuals that is subject to the Act; and
(3) Include this clause, including this paragraph (3), in all subcontracts awarded under this contract which requires the
design, development, or operation of such a system of records.
(b) In the event of violations of the Act, a civil action may be brought against the agency involved when the violation
concerns the design, development, or operation of a system of records on individuals to accomplish an agency function,
and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the
operation of a system of records on individuals to accomplish an agency function. For purposes of the Act, when the
contract is for the operation of a system of records on individuals to accomplish an agency function, the Contractor is
considered to be an employee of the agency.
(c)(1) "Operation of a system of records," as used in this clause, means performance of any of the activities associated
with maintaining the system of records, including the collection, use, and dissemination of records.
(2) "Record," as used in this clause, means any item, collection, or grouping of information about an individual that
is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and
criminal or employment history and that contains the person's name, or the identifying number, symbol, or other
identifying particular assigned to the individual, such as a fingerprint or voiceprint or a photograph.
(3) "System of records on individuals," as used in this clause, means a group of any records under the control of
any agency from which information is retrieved by the name of the individual or by some identifying number, symbol,
or other identifying particular assigned to the individual.
Exhibit C
City of Lubbock, TX
INSURANCE
SECTION A. Prior to the approval of this contract by the City, the Contractor shall furnish a completed Insurance Certificate to the
City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination
provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY
SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE
BEEN DELIVERED TO THE CITY.
INSURANCE COVERAGE REQUIRED
SECTION B. The City reserves the right to review the insurance requirements of this section during the effective period of the contract
and to require adjustment of insurance coverages and their limits when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, or the claims history of the industry as well as the Contractor.
SECTION C. The Contractor shall obtain and maintain in full force and effect for the duration of this contract, and any extension
hereof, at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the
City, in the following type(s) and amount(s):
TYPE OF INSURANCE COMBINED SINGLE LIMIT
GENERAL LIABILITY
® Commercial General Liability ❑ Other General Aggregate $1,000,000
❑ Claims Made ® Occurrence Products-Comp/Op AGG x
❑ W/Heavy Equipment Personal & Adv. Injury x
❑ To Include Products of Complete Operation Endorsements Contractual Liability x
® CYBER LIABILITY General Aggregate $1,000.000
AUTOMOTIVE LIABILITY
® Any Auto ❑ All Owned Autos Combined Single Limit
❑ Scheduled Autos ❑ Hired Autos Each Occurrence $1.000,000
❑ Non -Owned Autos
EXCESS LIABILITY
❑ Umbrella Form Per Occurrence $1,000,000
Aggregate
:AGE LIABILITY
Any Auto
BUILDER'S RISK
INSTALLATION FLOATER
POLLUTION
CARGO
Auto Only - Each Accident
Each Accident Aggregate
❑ 100%of the Total Contract Price
❑ 100%of the Total Material Costs
$500,000
WORKERS COMPENSATION —OR OCCUPATIONAL MEDICAL AND DISABILITY
EMPLOYERS' LIABILITY $1,000,000
COPIES OF ENDOSEMENTS ARE REQUIRED
City ojLubboek named as additional insured on Atuo/General Liability on a primary and non-contributory basis.
To include products ofcompleted operations endorsement.
Waiver ojsubrogation in favor of the City ojLubbock on all coverages, except
The City of Lubbock shall be named as an additional insured on a primary and non-contributory basis and shall include waivers of
subrogation in favor of the City on all coverage's. Copies of the Certificates of Insurance and all applicable endorsements are required.
ADDITIONAL POLICY ENDORSEMENTS
The City shall be entitled, upon request, and without expense, to receive copies of the policies and all endorsements thereto and may
make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions
(except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any
of such policies). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes in policy
coverages, and shall pay the cost thereof.
REQUIRED PROVISIONS
The Contractor agrees that with respect to the above required insurance, all insurance contracts and certificate(s) of insurance will
contain and state, in writing, on the certificate or its attachment, the following required provisions:
a. Name the City of Lubbock and its officers, employees, and elected representatives as additional insureds, (as the interest of
each insured may appear) as to all applicable coverage;
b. Provide for thirty (30) days' notice to the City for cancellation, nonrenewal, or material change;
c. Provide for notice to the City at the address shown below by registered mail;
d. The Contractor agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives
for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance;
e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification
provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable
policies.
NOTICES
The Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the
change, which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE.
All notices shall be given to the City at the following address:
Marta Alvarez, Director of Purchasing and Contract Management
City of Lubbock
1314 Ave. K, Floor 9
Lubbock, Texas 79401
SECTION D. Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve
the Contractor of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the
bankruptcy, insolvency, or denial of liability by the insurance company exonerate the Contractor from liability.
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2023-972667
Spare Labs Inc
Vancouver BC Canada
Date Filed:
01/17/2023
2
Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Lubbock
Date Acknowledged:
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
15734
Software for managing demand -responsive transportation services
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
I Intermediary
5
Check only if there is NO Interested Party. ❑
X
6
UNSWORN DECLARATION
My name is Kristoffer Vik Hansen and my date of birth is
My address is 77 Walter Hardwick Avenue, Suite 506 Vancouver BC V5Y OC6 Canada.
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of , 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.3ac88bc0
Doc ID: 0725614fc547b4d9e175fOa6bd1fc65902ff2f34
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1 - 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2023-972667
Spare Labs Inc
Vancouver BC Canada
Date Filed:
01/17/2023
2
Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Lubbock
Date Acknowledged:
01/17/2023
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
15734
Software for managing demand -responsive transportation services
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
5
Check only if there is NO Interested Party. ❑
X
6
UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of , 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.3ac88bc0