HomeMy WebLinkAboutResolution - 2022-R0231 - Citibus Services Agreement with Swiftly 5.10.22Resolution No. 2022-RO231
Item No. 7.28
May 10, 2022
RESOLUTION
BE 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 for
and on behalf of the City of Lubbock, Contract No. 16537, a Services Agreement, for
GPS Playback Module, On -Time Performance Module, Vehicle Speed Module, and
Runtime Module for Citibus, by and between the City of Lubbock and Swiftly, Inc., and
all related documents. Said Contract is attached hereto and incorporated in this resolution
as if fully set forth herein and shall be included in the minutes of the City Council.
Passed by the City Council on May 10, 2022
DANIEL M. POPE, MAYOR
ATTEST:
Reb ca Garza, City Secr t
APPROVED AS TO CONTENT:
Bill How n, Deputy City ager
APPROVED AS TO FORM:
Ran B oke, ssi ant City Attorney
RES.Contract No. 16537-Swiftly, Inc.
4.21.22
Resolution No. 2022-R0231
CITY OF LUBBOCK
SERVICES AGREEMENT
Contract No. 16537
This Service Agreement (this "Agreement") Contract No. 16537 is entered into as of the 1 Oth day
of May 2022, ("Effective Date") by and between Swiftly, Inc. (the Contractor), and the City of Lubbock
(the "City").
RECITALS
WHEREAS, the parties enter into this agreement in accordance with Local Government Code
(LGC) § 252.022 (7) (A); and
WHEREAS, Contractor desires to perform as an independent contractor to GPS Playback Module, On -Time
Performance Module, Vehicle Speed Module, and Runtime Module 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. Exhibit A — Swiftly Order Form
3. Exhibit B — Insurance Requirements
4. Exhibit C — Federal Clauses
Scope of Work
Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all the
applicable requirements set forth in Exhibit B.
Article 1 Terms
1.1 The contract shall be for a term of five (5) years from said date of term beginning upon formal
approval. The contract shall will automatically renew for successive one (1) year terms unless terminated.
1.2 Contractor shall use its commercially reasonable efforts to render Services under this Agreement in a
professional and business -like manner and in accordance with the standards and practices recognized in the
industry.
1.3 The contract shall remain in effect until the first of the following occurs: (1) the expiration date, (2)
performance of services ordered, or (3) Termination for breach by either party with a 30 day written notice
or termination for non -appropriation of funding 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.
1.4 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.
1.5 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.
Miscellaneous.
Article 2
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 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.
2.14 Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist
Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code,
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.
2.15 Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government
Code, may apply to this contract and the contractor or vendor agrees that the contract can be
terminated if the contractor or vendor knowingly or intentionally fails to comply with a
requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code
applies to this agreement, Contractor agrees to: (1) preserve all contracting information
related to the contract as provided by the records retention requirements applicable to the
governmental body for the duration of the contract; (2) promptly provide to the governmental
body any contracting information related to the contract that is in the custody or possession
of the entity on request of the governmental body; and (3) on completion of the contract,
either: (A) provide at no cost to the governmental body all contracting information related to
the contract that is in the custody or possession of the entity; or (B) preserve the contracting
information related to the contract as provided by the records retention requirements
applicable to the governmental body.
2.16 No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, a) This
section applies only to a contract that: (1) is between a governmental entity and a company
with 10 or more full-time employees; and (2) has a value of $100,000 or more that is to be
paid wholly or partly from public funds of the governmental entity. (b) A governmental entity
may not enter into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the contract.
2.17 Texas Government Code 2274. By entering into this Agreement, Contractor verifies that: (1)
it does not, and will not for the duration of the contract, have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association or (2)
the verification required by Section 2274.002 of the Texas Government Code does not apply
to the contract. If Contractor is a company with 10 or more full-time employees and if this
Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to
Texas Government Code Chapter 2274, it does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and will not
discriminate during the term of the contract against a firearm entity or firearm trade
association.
2.18 Contractor represents and warrants that: (1) it does not, and will not for the duration of the
contract, boycott energy companies or (2) the verification required by Section 2274.002 of
the Texas Government Code does not apply to the contract. If Contractor is a company with
10 or more full-time employees and if this Agreement has a value of at least $100,000 or
more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does
not boycott energy companies; and will not boycott energy companies during the term of the
Agreement. This verification is not required for an agreement where a governmental entity
determines that these requirements are inconsistent with the governmental entity's
constitutional or statutory duties related to the issuance, incurrence, or management of debt
obligations or the deposit, custody, management, borrowing, or investment of funds.
2.19 Confidentiality. The Contractor shall retain all information received from or concerning the
City and the City's business in strictest confidence and shall not reveal such information to
third parties without prior written consent of the City, unless otherwise required by law.
2.20 Indemnify. The Contractor shall indemnify and save harmless the city of Lubbock and its
elected officials, officers, agents, and employees from all suits, actions, losses, damages,
claims, or liability of any kind, character, type, or description, including without limiting the
generality of the foregoing, all expenses of litigation, court costs, and attorney's fees, for
injury or death to any person, or injury to any property, received or sustained by any person
or persons or property, to the extent arising out of, related to or occasioned by, the negligent
acts of the Contractor, its agents, employees, and/or subcontractors, related to the
performance, operations or omissions under this agreement and/or the use or occupation of
city owned property. The indemnity obligation provided herein shall survive the expiration
or termination of this agreement.
-----INTENTIONALLY LEFT BLANK----
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and
year first above written. Executed in triplicate.
CITY OF L C
Daniel M. Pope, Mayor
ATTEST:
U,f" 5K7
Re ca Garza, Cityfecrek2�
APPROVED AS TO CONTENT:
Chris M e , General ager of Citibus
APPROVED AS TO
Assistant City Attorney
CONTRACT
BY:
A orized Representative
ao,gvAe , S,1" V,-, 11, C E O
Print Name
Address
yCAA Fanc'sca
City, State, Zip Code
Swiftly Order Form
Customer l Citibus (Lubbock, TX)
_ Quote Date i 4/25/2022 - Pricing Valid for 30 Days
Effective Date of Service ` Upon contract signing
L Swiftly
i i ne exact service term (tne -initiai i erm-): bu Montns. upon contract signing. i ne term snaii automaticany
Contract Term renew for successive one (1) year terms (each a 'Renewal Term') after the Initial Term unless either party
`notifies the other party of its intent not to renew at least thirty (30) days prior to the end of the then current
I term.
Price Increases The annual cost shall increase by 3% for each year during the Initial Term and 3% for each one year Renewal
Term.
_____..._.—.._.__._..
Marketing Terms Willingness to work with Swiftly to develop a case study, mutually agreeable press release, and ability to use
your agency as a reference (website, presentations, etc.).
NUMBER OF
LIST ANNUAL
ANNUAL COST
TOTAL COST i
PRODUCT
VEHICLES
PRICE
PER VEHICLE
PER YEAR
PER VEHICLE
L. Swiftly Transitime
Real -Time Passenger Information Module:
Data APIs (GTFS-rt, JSON, XML, etc.)
56
$730
$612
$34,272
- SMS and Voice software services
Passenger Facing Website
_
Live Operations Module
56
Included
Rider Alerts Module
56
$290
$290 1
$16,240
Swiftly Metronome
-
------------ ----..i---
- ---
AVAS Connector — 56 $350 $298 $16,660
TOTAL ANNUAL COST $67,172
TOTAL ANNUAL INCREASE AFTER YEAR 1 3%
�- ---= _ ---- - ----- ---- - - - - - --
Optional Additional Modules*
Swiftly Insights
�G-P-S-Playback Module
On -Time Performance Module
Swiftly Metronome
Service Adjustments Module
NUMBER OF LIST ANNUAL ANNUAL COST TOTAL CT
VEHICLES p� RICEEHICLE PER VEHICLE PER YEAR
56 $365 $323 $18,114
56 = --$365 - �- $323 _$18,114-
56 $550 $537 $30,085
TOTAL ANNUAL COST $66,313
TOTAL ANNUAL INCREASE AFTER YEAR 1 3%
*The Optional Additional Modules are not included in the Billing Table
below. Customer may purchase the Optional Additional Modules for the
prices specified above by executing a separate Order Form before
December 31, 2022.
PRODUCT NAME
NUMBER OF
LIST PRICE PER
COST PER
TOTAL COST
VEHICLES
VEHICLE
VEHICLE
Swiftly Implementation Services
56
$810
$319
AVA Hardware (audio -only)
56
$Z930
—--$17,864
$2491
$139,468
AVA Installation ServicesT
56
$700-
$700
$39,200
- ^- -
- - - - --
-- --
TOTAL ONE-TIME
COST
$196,532
Year 1: - $263,704
Year 2: - $71,059
Year 3: -
$75,062
Year 4: -
$79,185
Year 5: -
$83,432
Upon contract
Total Years 1 - 5:
$572,442
signing
Exhibit B
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.
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. Subject to the Contractor's right to maintain reasonable deductibles in such amounts
as are approved by the City, 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
GENERAL LIABILITY
® Commercial General Liability (can be combined with an
Excess Liability to meet requirement)
❑ Claims Made ® Occurrence - $1,000,000
❑ W/Heavy Equipment
® To Include Products of Complete Operation Endorsements
® CYBER LIABILTY
® TECHNOLOGY ERROS AND OMMISION
AUTOMOTIVE LIABILITY
® Any Auto ❑ All Owned Autos
Owned Autos
COMBINED SINGLE LIMIT
General Aggregate
Products-Comp/Op AGG
Personal & Adv. Injury
Contractual Liability
Per Occurrence
® WORKERS COMPENSATION — STATUTORY AMOUNTS OR
OCCUPATIONAL MEDICAL AND DISABILITY
® EMPLOYERS' LIABILITY
COPIES OF ENDOSEMENTS ARE REQUIRED
2 000 000
X
X
X
1 000 000
® City of Lubbock named as additional insured on Auto/General Liability on a primary and non-contributory
bases.
To include products of completed operations endorsement.
Waiver of subrogation in favor of the City of Lubbock on all
IMPORTANT: POLICY ENDORSEMENTS
The Contractor will provide copies of the policies without expense, to the City 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. Any costs
will be paid by the Contractor.
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 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 & Contract Management
City of Lubbock
1314 Avenue 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.
Federal Clauses
1 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)l, 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
S:VPumhasc%Bid DoesWT 21.15615-KM Citibus ADA Paratransn Chcnt Asscssmems 25
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
SMIurchascMd Docs RIT 21.15615-KM Citibus ADA Paratransn Client Assessments 26
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 4220.1E, 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 learning, 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
S•\Pmcbasc\Bid Docs\R17P 21-15615-KM Cntbus ADA Paratrancn Clem Assessments 27
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
SVurchasMid Doi:Mk? 21 15615-KM Citibus ADA Paratransu Client Assessments 28
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
SNIurchase\Bid DocsWIT 21-15615-KM Citibus ADA Paratrancit Client Assessments 29
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.
9 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
S*\P=hase%Bid DocsUtPP 21-15615-KM Catbus ADA Parattansit Chcnt Assessments 30
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 by 49 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.
&Turchasc\Bid DocARI-P 21.15615-KM Citibus ADA Parattanstt Client Asscssmcnts 3
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.
S:W=hasc%Bid DocMRIT 21-15615- KM Citibus ADA Paramnsit Chcnt Asscssmcnts .12
CERTIFICATE OF INTERESTED PARTIES FORM 1295
lofi
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:
2022-880416
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Swiftly, Inc.
San Francisco, CA United States
Date Filed:
04/29/2022
2 Name of govemmental entity or state agency that is a party to the contract for whit the form is
being filed.
Citibus (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.
16537
Swiftly Real Time Passenger Predictions and Insights Software
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
JMI Equity Fund IX - B, L.P.
San Diego, CA United States
X
JMI Equity Fund IX - A, L.P.
San Diego, CA United States
X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is Rob Gaffney and my date of birth is
My address is 2261 Market Street #4151 San Francisco CA 94114 USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in _ Douglas County, State of Colnradn on the 22day of April 2022.
(month) (year)
Roa Jeffm;�
Signature of authorized agent of contracting business entity
(Declarant)
runna Nivvivau uy i Craw cuncs %,ummissjon www.emics.statexcus version V1.1.191b5cdc
Doc ID: 9054fdfb60215bb40d21d316e6a71ea2dae7c898
CERTIFICATE OF INTERESTED PARTIES FORM 1295
lofl
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:
12022-880416
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Swiftly, Inc.
San Francisco, CA United States
Date Filed:
04/29/2022
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
Citibus (City of Lubbock)
Date Acknowledged:
05/02/2022
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.
16537
Swiftly Real Time Passenger Predictions and Insights Software
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
I Intermediary
JMI Equity Fund IX - B, L.P.
San Diego, CA United States
X
JMI Equity Fund IX - A, L.P.
San Diego, CA United States
X
_T_
5 Check only if there is NO Interested Party. ❑
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)
�UlJI1� Nwviucu uy 1 tmas r-uncs t.ommission www.emics.statex cus Version V1.1.191b5cdc