HomeMy WebLinkAbout102408 PIONEER PRESS OF GREELEY INC - PURCHASE ORDER - 9105986PURCHASE ORDER PO Number Page
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Date: 11/18/2010
Vendor: 102408
PIONEER PRESS OF GREELEY INC
2965 27TH AVE
GREELEY Colorado 80631-8531
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Ship To: TRANSFORT BUS FACILITY
CITY OF FORT COLLINS
6570 PORTNER ROAD
CITY OF FORT COLLINS Colorado
Delivery Date: 11/17/2010 Buyer: DAVID CAREY
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
1 2011 Transfort Bus'Schedules 1 LOT LS
Per Bid Update
Quantity: 30,000
Stock: 70# gloss text (Text), 100# gloss text (Cover)
Both FSC Certified with 10% Recycled Content.
Shipping Tolerance: 0% over - 0% under
Band in 20's
Per Specifications dated 02/13/09.
Extension of competitive bid dated 06/29/09.
Price per Estimate# 25924 dated 11/03/10.
The following Federal Transit Administration (FTA)Contract Clauses apply,
details attached:
1.N0 GOVERNMENT OBLIGATION TO THIRD PARTIES
2.PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS
3.ACCESS TO RECORDS AND REPORTS
4.FEDERAL CHANGES
53ERMINATION
6.DISADVANTAGED BUSINESS ENTERPRISE (DBE)
7.INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone: 970-221-6775 Fax:970-221-6707 Email: purchasing@fcgov.com
Total
Invoice Address:
10, 717.00
10, 717.00
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
6. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
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 agency's overall goal for DBE
participation is _ %. A separate contract goal [of _ % DBE participation has] [has
not] been established for this procurement.
b. The contractor shall not discriminate on the basis of race, color, national origin, or sex
in the performance of this contract. The contractor shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted
contract. Failure by the 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
City of Fort Collins deems appropriate. Each subcontract the 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, use the following)
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. Award of this contract is conditioned on submission of the following
[concurrent with and accompanying sealed bid] [concurrent with and
accompanying an initial proposal] [prior to award]:
1. The names and addresses of DBE firms that will participate in this
contract;
2. A description of the work each DBE will perform;
3. The dollar amount of the participation of each DBE firm participating;
4. Written documentation of the bidder/offeror's commitment to use a
DBE subcontractor whose participation it submits to meet the
contract goal;
5. Written confirmation from the DBE that it is participating in the
contract as provided in the prime contractor's commitment; and
6. If the contract goal is not met, evidence of good faith efforts to do
so.
[Bidders][Offerors] must present the information required above [as a matter of
responsiveness] [with initial proposals] [prior to contract award] (see 49 CFR
26.53(3)).
(if no separate contract goal has been established, use the following) The
successful bidder/offeror will be required to report its DBE participation obtained through
race -neutral means throughout the period of performance.
d. 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 City of Fort Collins. In addition,
[the contractor may not hold retainage from its subcontractors.] [is required to
return any retainage payments to those subcontractors within 30 days after the
subcontractor's work related to this contract is satisfactorily completed.] [is
required to return any retainage payments to those subcontractors within 30 days
C�
after incremental acceptance of the subcontractor's work by the City of Fort
Collins and contractor's receipt of the partial retainage payment related to the
subcontractor's work.]
e. The contractor must promptly notify City of Fort Collins 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 City of Fort Collins.
7. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
Incorporation of Federal Transit Administration (FTA) Terms - 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. The Contractor shall not perform any
act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would
cause (name of grantee) to be in violation of the FTA terms and conditions.
7
Purchase Order Terms and Conditions
Page 2 of 2
I. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is
99-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of
Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-26, 114 (a).
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of
damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written
instructions from the City of Fort Collins.
Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival.
11. NONWAIVER.
Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to
exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a
breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of
any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the
purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless
of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor .shall any purported
oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms
hereof.
Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS,
authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fmm antitrust
ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this
purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter
Freight Terms. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 90522, unless acquired under federal or state antitrust Imes for such overcharges relating to the particular goods or services
otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order.
bill must accompany invoice. Additional charges for packing will not be accepted.
Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is
expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when
shipments are made from greater distance.
Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all
applicable laws, regulations- ordinances and rules of the state, municipality, territory or political subdivision where
the work is performed, or required by any other duly constituted public authority having jurisdiction over the work
of vendor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss
incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules
and requirements.
Authorisation. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and
complete authority to bind said parties.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated
herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by
reference. Any additional or different terms and conditions proposed by seller arc objected to and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your
promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time
stated on the purchase order and the documents attached herein. No acts of the Purchasers including, without
limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay,
the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays
due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence,
such acts of God, acts of civil or military authorities, governmental priorities, fircs, strikes, flood, epidemics, wars or
riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the
time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be
extended for the period equal to the time actually lost by reason of the delay.
3. WARRANTY.
The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable
drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and
perforated with the highest degree of care and competence in accordance with accepted standards for work of it
similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the
Purchaser may suffer or incur on account of the Sellers breach of warmnty. The Seller shall replace, repair or make
good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of
time as may be prescribed by law or by the terns of any applicable warranty provided by the Seller after the date of
acceptance of the gonds furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect
or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not
constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers
liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties
or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TERMS.
The Purchaser may make changes to legal terns by written change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions fmm
the quantities originally ordered in the specifications or drawings, by verbal or .written change order. If any such
change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the
goods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in
progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted
portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in
favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve
the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is
ordered.
S. COMPLIANCE WITH LAW.
The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict
compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and
deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be
incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to
indemnify and hold the Purchaser harmless From all costs and damages suffered by the Purchaser as a result of the
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the
prior written consent of the other party.
10. TITLE.
The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment. materials, and items famished
in performance of this agreement, free and clear of any and all liens, restrictions, reservations- security interest
encumbrances and claims of others.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the
Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser
may cause the work to be perforated by the most expeditious means available to it, and the Seller shall pay all
costs associated with such work.
The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature
resulting from the performance of such work.
This release shall apply even in the event of fault of negligence of the party released and shall extend to the
directors, officers and employees of such party.
The Sellers contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because
such work is perforated or caused to be perforated by the Purchaser.
14. PATENTS.
Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark
or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement
by reason of the use of such patented design, device, material or process in connection with the contract, and
shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such
infringement at any time during the prosecution or after the completion of the work. In case said equipment, or
any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of
said equipment or part is enjoined, the Seller shall, at its own expense and at its option, either procure for the
Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but
noninfringing equipment, or modify it so it becomes noninfringing.
15. INSOLVENCY.
If the Seller shall become insolvent or bankmpt, make an assignment for the benefit of creditors, appoint a
receiver or trustee for any of the Sellers property, or business, this order may forthwith be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions of to s used or the interpretation of the agreement and the rights of all parties hereunder shall be
construed under and govemcd by the laws of the State of Colomdo. USA.
The following Additional Conditions apply only in cases where the Seller is to perform work hereunder,
including the services of Sellers Represcmative(s), on the premises of others.
17. SELLERS RESPONSIBILITY.
The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall.
in case of any accident, destruction or injury to the work and/or materials before Sellers final completion and
acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials
and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive, unload.
store and handle same at the site and become responsible therefor as though such materials and/or equipment
were being furnished by the Seller under the order.
IS. INSURANCE.
The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational
disease benefits, to its employees employed on or in connection with the work covered by this purchase order.
and/or to their dependents in accordance with the laws of the state in which the work is to be done. The Seller
shall also carry comprehensive general liability including, but not limited to, contractual and automobile public
liability insurance with bodily injury and death limits of at least S300.000 for any one person. S500,000 for any
one accident and property damage limit per accident of S400.000. The Seller shall likewise require his
contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors
employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a certificate
that such compensation and insurance have been provided. Such certificates shall specify the date when such
compensation and insurance have been provided. Such certificates shall specify the date when such compensation
and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the
entire work is completed and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby assumes the entire responsibility and liability for any and all damage- loss or injury of any kind
or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in
this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any
or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages,
charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may
be put or subject by reason of any act, action, neglect, omission or default on the part of the Seller, any of his
contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other
proceedings shall be brought against the Purchaser, or its officers- agents or employees at any time on account or
by reason of any act, action: neglect, omission or default of the Seiler of any of his contractors or any of its or
their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to
defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses,
any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers.
agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or
obtained against the property of the Purchaser, or said parties in or as a result of such suits or other proceedings,
the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and
his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of
accidents, comply with all laws and regulations with regard to safety including, but without limitation, the
Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto.
Revised 03/2010
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FEDERAL TRANSIT ADMINISTRATION
TABLE OF CONTENTS
Federally Required and Other Model Contract Clauses
1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES...................................................................1
2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS ......... 1
3. ACCESS TO RECORDS AND REPORTS...........................................................................................1
4. FEDERAL CHANGES..........................................................................................................................2
5. TERMINATION.....................................................................................................................................3
6. DISADVANTAGED BUSINESS ENTERPRISE (DBE)........................................................................6
7. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS ..............................7
El
1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
No Obligation by the Federal Government.
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the Federal Government, the Federal
Government is not a party to this contract and shall not be subject to any obligations or liabilities
to the Purchaser, Contractor, or any other party (whether or not a party to that contract)
pertaining to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or
in part with Federal assistance provided by FTA. 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 STATEMENTS AND RELATED
ACTS
Program Fraud and False or Fraudulent Statements or Related Acts.
(1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act
of 1986, as amended, 31 U.S.C. § 3801 et seg. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of
the underlying contract, the 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 the FTA assisted project for which this contract work is being performed.
In addition to other penalties that may be applicable, the Contractor further acknowledges that if
it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or
certification, the Federal Government reserves the right to impose the penalties of the Program
Fraud Civil
Remedies Act of 1986 on the Contractor to the extent the Federal Government deems
appropriate.
(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious,
or fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance
originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the
right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor,
to the extent the Federal Government deems appropriate.
(3) The Contractor agrees to include the above two clauses in each subcontract financed in
whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses
shall not be modified, except to identify the subcontractor who will be subject to the provisions.
3. ACCESS TO RECORDS AND REPORTS
Access to Records - The following access to records requirements apply to this Contract:
A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a
subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor
agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the
United States or any of their authorized representatives access to any books,
documents, papers and records of the Contractor which are directly pertinent to this
contract for the purposes of making audits, examinations, excerpts and transcriptions.
Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or
his authorized representatives including any PMO Contractor access to Contractor's
records and construction sites pertaining to a major capital project, defined at 49 U.S.C.
5302(a)1, which is receiving federal financial assistance through the programs described
at 49 U.S.C. 5307, 5309 or 5311.
B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
C. The Contractor agrees to maintain all books, records, accounts and reports required
under this contract for a period of not less than three 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 Purchaser, the FTA Administrator, the Comptroller General, or
any of their duly authorized representatives, have disposed of all such litigation, appeals,
claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).
D. FTA does not require the inclusion of these requirements in subcontracts.
Requirements for Access to Records and Reports by Types of Contract
Contract
Characteristics
Operational
Service
Contract
Turnkey
Construction
Architectural
Engineering
Acquisition
of Rolling
Stock
Professional Services
I State Grantees
None
Those
None
None
None
None
a. Contracts below SAT
imposed on
($100,000)
state pass
None
thru to
Yes, if non-
None unless
None unless
None unless non-
b. Contracts above
unless'
Contractor
competitive
non-
non-
competitive award
$100,000/Capital
non-
award or if
competitive
competitive
Projects
competitive
funded thruz
award
award
award
5307/5309/5
311
II Non State Grantees
Those
a. Contracts below SAT
Yes3
imposed on
Yes
Yes
Yes
Yes
($100,000)
non -state
b. Contracts above
Yes3
Grantee pass
Yes
Yes
Yes
Yes
$100,000/Capital
thru to
Projects
Contractor
Sources of Authority: 149 USC 5325 (a) 2 49 CFR 633.17 3 18 CFR 18.36 (i)
4. FEDERAL CHANGES
Federal Changes - Contractor shall at all times comply with all applicable FTA regulations,
policies, procedures and directives, including without limitation those listed directly or by
reference in the Master Agreement between Purchaser and FTA, as they may be amended or
promulgated from time to time during the term of this contract. Contractor's failure to so comply
shall constitute a material breach of this contract.
2
5. TERMINATION
a. Termination for Convenience (General Provision) The (Recipient) may terminate
this contract, in whole or in part, at any time by written notice to the Contractor when it is in the
Government's best interest. The Contractor shall be paid its costs, including contract close-out
costs, and profit on work performed up to the time of termination. The Contractor shall promptly
submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any
property in its possession belonging to the (Recipient), the Contractor will account for the same,
and dispose of it in the manner the (Recipient) directs.
b. Termination for Default [Breach or Cause] (General Provision) If the Contractor
does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is
for services, the Contractor fails to perform in the manner called for in the contract, or if the
Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate
this contract for default. Termination shall be effected by serving a notice of termination on the
contractor setting forth the manner in which the Contractor is in default. The contractor will only
be paid the contract price for supplies delivered and accepted, or services performed in
accordance with the manner of performance set forth in the contract.
If it is later determined by the (Recipient) that the 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 the Contractor, the (Recipient), after setting up a new delivery of performance
schedule, may allow the Contractor to continue work, or treat the termination as a termination for
convenience.
c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may,
in the case of a termination for breach or default, allow the Contractor [an appropriately short
period of time] in which to cure the defect. In such case, the notice of termination will state the
time period in which cure is permitted and other appropriate conditions
If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms,
covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of
written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) 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 (Recipient) 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 (Recipient) elects to waive its
remedies for any breach by Contractor of any covenant, term or condition of this Contract, such
waiver by (Recipient) shall not limit (Recipient)'s 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
(Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the
Government's interest. If this contract is terminated, the Recipient 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 the 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 (Recipient) may
terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor
a Notice of Termination specifying the nature of the default. The Contractor will 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 the
Contractor was not in default, the rights and obligations of the parties shall be the same as if the
termination had been issued for the convenience of the Recipient.
g. Termination for Default (Transportation Services) If the 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 the Contractor fails to comply with any other provisions of
this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall
terminate by delivering to the Contractor a Notice of Termination specifying the nature of default.
The Contractor will 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 the Contractor has possession of Recipient goods, the
Contractor shall, upon direction of the (Recipient), protect and preserve the goods until
surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on
payment for the preservation and protection of goods. Failure to agree on an amount will be
resolved under the Dispute clause.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor
was not in default, the rights and obligations of the parties shall be the same as if the termination
had been issued for the convenience of the (Recipient).
h. Termination for Default (Construction) If the Contractor refuses or fails to
prosecute the work or any separable part, with the diligence that will insure its completion within
the time specified in this contract or any extension or fails to complete the work within this time,
or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may
terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor
a Notice of Termination specifying the nature of the default. In this event, the Recipient 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. The
Contractor and its sureties shall be liable for any damage to the Recipient resulting from the
Contractor's refusal or failure to complete the work within specified time, whether or not the
Contractor's right to proceed with the work is terminated. This liability includes any increased
costs incurred by the Recipient in completing the work.
The Contractor's right to proceed shall not be terminated nor the Contractor charged with
damages under this clause if-
1. the delay in completing the work arises from unforeseeable causes beyond the
control and without the fault or negligence of the Contractor. Examples of such
causes include: acts of God, acts of the Recipient, acts of another Contractor in
the performance of a contract with the Recipient, epidemics, quarantine
restrictions, strikes, freight embargoes; and
2. the contractor, within [10] days from the beginning of any delay, notifies the
(Recipient) in writing of the causes of delay. If in the judgment of the (Recipient),
the delay is excusable, the time for completing the work shall be extended. The
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judgment of the (Recipient) shall be final and conclusive on the parties, but
subject to appeal under the Disputes clauses.
If, after termination of the Contractor's right to proceed, it is determined that the Contractor was
not in default, or that the delay was excusable, the rights and obligations of the parties will be the
same as if the termination had been issued for the convenience of the Recipient.
i. Termination for Convenience or Default (Architect and Engineering) The
(Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or
because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall
terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent,
and effective date of the termination. Upon receipt of the notice, the Contractor shall (1)
immediately discontinue all services affected (unless the notice directs otherwise), and (2)
deliver to the Contracting Officer all data, drawings, specifications, reports, estimates,
summaries, and other information and materials accumulated in performing this contract,
whether completed or in process.
If the termination is for the convenience of the Recipient, the Contracting Officer shall make an
equitable adjustment in the contract price but shall allow no anticipated profit on unperformed
services.
If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient
may complete the work by contact or otherwise and the Contractor shall be liable for any
additional cost incurred by the Recipient.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor
was not in default, the rights and obligations of the parties shall be the same as if the termination
had been issued for the convenience of the Recipient.
j. Termination for Convenience of Default (Cost -Type Contracts) The (Recipient)
may terminate this contract, or any portion of it, by serving a notice or termination on the
Contractor. The notice shall state whether the termination is for convenience of the (Recipient)
or for the default of the Contractor. If the termination is for default, the notice shall state the
manner in which the contractor has failed to perform the requirements of the contract. The
Contractor shall account for any property in its possession paid for from funds received from the
(Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for
default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid the contractor
in proportion to the value, if any, of work performed up to the time of termination. The Contractor
shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the
termination settlement to be paid the Contractor.
If, the termination is for the convenience of the (Recipient), the 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 (Recipient) determines that the
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 the contractor, the (Recipient),
after setting up a new work schedule, may allow the Contractor to continue work, or treat
the termination as a termination for convenience.
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