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HomeMy WebLinkAbout452938 IN MOTION TECHNOLOGY INC - PURCHASE ORDER - 9114142City Of Fort Collins PURCHASE ORDER PO Number Page 9114142 1 of s This number must appear on all invoices, packing slips and labels. Date: 07/19/2011 Vendor: 452938 Ship To: TRANSFORT BUS FACILITY IN MOTION TECHNOLOGY INC CITY OF FORT COLLINS SUITE 350 625 AGNES STREET 6570 PORTNER ROAD NEW WESTMINSTER British Columbia V3M 5Y4 CITY OF FORT COLLINS Colorado Delivery Date: 07/19/2011 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price I Annual Maintenance fees 1 LOT LS FEDERAL CLAUSES 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. 10,260.00 (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 seq . 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 c3. oi�:ges� City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 City Of Fort Collins PURCHASE ORDER PO Number Page 9114142 1 of s This number must appear on all invoices, packing slips and labels. Date: 07/19/2011 Vendor: 452938 Ship To: TRANSFORT BUS FACILITY IN MOTION TECHNOLOGY INC CITY OF FORT COLLINS SUITE 350 625 AGNES STREET 6570 PORTNER ROAD NEW WESTMINSTER British Columbia V3M 5Y4 CITY OF FORT COLLINS Colorado Delivery Date: 07/19/2011 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price I Annual Maintenance fees 1 LOT LS FEDERAL CLAUSES 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. 10,260.00 (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 seq . 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 c3. oi�:ges� City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 39) Cost Analysis Required Cost analysis and profit negations were performed (initial award and modifications) And documented for price reasonableness Completed was established on the basis of a catalog or market price of a commercial product sold in substantial quantities to the general public or on the basis of prices set by law or regulation. 40) Evaluation of Options The option quantities or periods contained in the contractor's bid or offer were evaluated in order to determine contract award. (To be n/a eligible for Federal funding, options must be evaluated as part of the price evaluation of offers, or must be treated as sole source awards. 42) Written Record of Procurement History The file contains records detailing the history of this procurement. At a minimum, these records include: (1) the rationale for the method of Completed procurement, (2) Selection of contract type, (3) reasons for contractor selection or rejection, and 4 the basis for the contract price. 43) Exercise of Options The grantee exercised an option on this contract adhering to the terms and conditions of the option stated in the contract and determined that the option price was better n/a than prices available in the market or that the option was a more advantageous offer at the time the option was exercised. If an option was not exercised under this contract, check NA. 44) Out of Scope Changes The grantee amended this contract outside the scope of the original contract. The amendment was treated as a sole source n/a procurement (complying with the FTA requirements for a justification, cost analysis and profit negotiation). 45) Advance Payment Provisions The contractor did not receive an advance payment utilizing FTA funds and the contract No does not contain advance payment provisions or, if it did, prior written concurrence was obtained from FTA. 46) Progress Payment Provisions The contract contains progress payments based on costs incurred (as opposed to percent of completion) and the contract contains a provision giving the grantee title to property (materials, work in progress, and NO finished goods) for which progress payments are made. The contract may contain other security in lieu of obtaining title. 39) Cost Analysis Required Cost analysis and profit negations were performed (initial award and modifications) And documented for price reasonableness Completed was established on the basis of a catalog or market price of a commercial product sold in substantial quantities to the general public or on the basis of prices set by law or regulation. 40) Evaluation of Options The option quantities or periods contained in the contractor's bid or offer were evaluated in order to determine contract award. (To be n/a eligible for Federal funding, options must be evaluated as part of the price evaluation of offers, or must be treated as sole source awards. 42) Written Record of Procurement History The file contains records detailing the history of this procurement. At a minimum, these records include: (1) the rationale for the method of Completed procurement, (2) Selection of contract type, (3) reasons for contractor selection or rejection, and 4 the basis for the contract price. 43) Exercise of Options The grantee exercised an option on this contract adhering to the terms and conditions of the option stated in the contract and determined that the option price was better n/a than prices available in the market or that the option was a more advantageous offer at the time the option was exercised. If an option was not exercised under this contract, check NA. 44) Out of Scope Changes The grantee amended this contract outside the scope of the original contract. The amendment was treated as a sole source n/a procurement (complying with the FTA requirements for a justification, cost analysis and profit negotiation). 45) Advance Payment Provisions The contractor did not receive an advance payment utilizing FTA funds and the contract No does not contain advance payment provisions or, if it did, prior written concurrence was obtained from FTA. 46) Progress Payment Provisions The contract contains progress payments based on costs incurred (as opposed to percent of completion) and the contract contains a provision giving the grantee title to property (materials, work in progress, and NO finished goods) for which progress payments are made. The contract may contain other security in lieu of obtaining title. 47) Time and Materials Contracts This is a time and materials contract; the grantee determined that no other type of No contract is suitable; and the contract specifies a ceiling rice. 48) Cost Plus Percentage of Cost This is not a cost plus a percentage of cost No type contract. 49) Liquidated Damages Provisions This contract contains liquidated damages provisions and the assessment for damages n/a is specified in the contract at a specific rate per day for each day of overrun in contract time. 50) Piggybacking 1) The file contains: Assignability provisions. No 2) The procurement file contains: Price reasonableness determination. 56) Clauses This contract contains the appropriate FTA Comply required clauses. 47) Time and Materials Contracts This is a time and materials contract; the grantee determined that no other type of No contract is suitable; and the contract specifies a ceiling rice. 48) Cost Plus Percentage of Cost This is not a cost plus a percentage of cost No type contract. 49) Liquidated Damages Provisions This contract contains liquidated damages provisions and the assessment for damages n/a is specified in the contract at a specific rate per day for each day of overrun in contract time. 50) Piggybacking 1) The file contains: Assignability provisions. No 2) The procurement file contains: Price reasonableness determination. 56) Clauses This contract contains the appropriate FTA Comply required clauses. July 18, 2011 To: Jim O'Neill, Director of Purchasing and Risk Management From: Jim Hume, Buyer Subject: Exception to use of competitive bidding under $200,000 Title: Purchase of Annual Maintenance Services from In -Motion Technologies Budgeted Amount: $ 10,260 Purchase Amount: $ 10,260 Background: In -Motion Technology cameras and software are used aboard Transfort buses. The company was selected in 2008 at the conclusion of a competitive negotiation process. Software licensing and support cannot be obtained from any source other than In -Motion Technology. The cost of Platinum Support was reduced a total of $470, the Mobility Manager application was reduced by $500, software licensing went down about $225, and the Total Reach license is now free. In -Motion Technology is a responsible vendor and the offered price of $10,260 is fair and reasonable, based on the above cost reductions. Exception to Competitive Bidding Rationale: FTA Circular 4220.1 F When the recipient requires supplies or services available from only one responsible source, and no other supplies or services will satisfy its requirements, the recipient may make a sole source award. Jim, I approve this sole source for In -Motion software maintenance. Jim O'Neill, FNIGP, CPPO Director of Purchasing and Risk Management July 18, 2011 To: Jim O'Neill, Director of Purchasing and Risk Management From: Jim Hume, Buyer Subject: Exception to use of competitive bidding under $200,000 Title: Purchase of Annual Maintenance Services from In -Motion Technologies Budgeted Amount: $ 10,260 Purchase Amount: $ 10,260 Background: In -Motion Technology cameras and software are used aboard Transfort buses. The company was selected in 2008 at the conclusion of a competitive negotiation process. Software licensing and support cannot be obtained from any source other than In -Motion Technology. The cost of Platinum Support was reduced a total of $470, the Mobility Manager application was reduced by $500, software licensing went down about $225, and the Total Reach license is now free. In -Motion Technology is a responsible vendor and the offered price of $10,260 is fair and reasonable, based on the above cost reductions. Exception to Competitive Bidding Rationale: FTA Circular 4220.1 F When the recipient requires supplies or services available from only one responsible source, and no other supplies or services will satisfy its requirements, the recipient may make a sole source award. Jim, I approve this sole source for In -Motion software maintenance. Jim O'Neill, FNIGP, CPPO Director of Purchasing and Risk Management Prices QuoGBon Q! - ship To: City of Fort Collins Trarlsfort 1: 215 N. Mason 119 a L a � TAtltlross, 7St Address 2: Fort Collins, CO InMoretgy tne- Contact: Dean Erickson Suite ws StPhone: 970,2246105 New SC WMA 5Y4Tel: (8Email: dlsicksonl®fcaovcom Fax: (9 Tax VEIN; www}nmo$ordechnobay.com BBI to: Same as Above proposal*: IMT-0T-110714-MK01mv Date: 14Jul-11 Tax ID: 86066643RM001 Association: None Specified Vaedhy. 30 days Pricing: Firm quotation Terms: Nei 30 days (see notes) FOB: Odgln Tax Yes part Description Lbt Prfoe �y DtsC% Oft.Priee Total Pdee(USS) IMTSUP907 Plathum SupportforoMG10XX(Entalnise oMM)- single year S 180.00 47 0% $180-00 $8,460A0 Management System: onBcard Mobility Manager Enterprise Cone. Hardware plus Software License 04TOMM001 (Magid on#of oMGs) $ 1,725.00 t sp $ $ 7NCYTES. IMTOMM002 Sotbrare Licenses•. Enterprises onldoard Traticer (based on # of oMGs) b 918.00 1 all S525.00 5525.00 $525.00 $525 00 Support and Licenses from July 1, 2011 to June 30, 2012 (Both line hem 2 & 3 get togwy Mdng) onBoard Total Reach license B from tau on Roo for exLsti g customers 1, Cusbmerto Mine P9mfe,e Order (PO) Mhrmcep ins dacumaa vb tar m 604a4&9e29. PO vas be confirmed by In We. T.hn tv/ In , fthin 3 buaha, dry,. i Tanners Net 30 days on credit a ,al. 1.5%f Bath Incest on east out anownts. Payment acceped "as, ar bank Vernal. 4 Berrien da0.•ery e+Th 6 vaelo dp0 uejeC to almJc waF+b6ry, Th6 meq be eapemM rc Crubmerea Mgui¢d Atlue14tl6erydebto a mnf4med upon fecelpt of PO. a. Tdivrrb deawre�to Cuetmrer fin orryaaadeymmgberk rpreral�e.AiS%ratodatq fee epplatoaM reWmed unaa. ' S Cualarwb MsyrnalMs ter ahlppbg cberye>, In Yotbn sh4s Na UPS awMgNorNe aalomr'a pretmed fielgtrt ramp,ty uekq ordamela accarta rrvmaar. S Taw C95bmer acoega laponvbaiy ter remitting alry addtlonal stale Sala and uaa Tok inatmay appry to ells VJnsactlM b amOrdmMvxT apprapdab9taza laws. Ifga esreaOW N, 7. Cuslornefs iq b su lleet tom a6ersabs"cxuxy ebme Mich may regtdM In Modal Techw4gyto troumesmot, teat, aad/w irab the auaxner on vas and appliratiorn outs praducn. In pmteubnal eervbes. .— aFornYlredeMhminMolbnTedrno LT�rmeQavpnims d9 ass vbh wrw.avnalbnte9M .mrMermvMrmdabreo}mb.pdf Tate/W/o T" tom•" 11.?L�C ��yL'ttY'• S� �WINi �L = �2,�0�00031. 53332� g2�o201\ ,k�q IFA-AVWAL f\ktMACV\.pt /1 �•�'i�G1tL�Lfj � ��_ Margot Knight, P: 6D4-523.2371 x234, marged knight@] motlontechr*Mogy.com Sr. Sales & Marketing CooMinator Prices QuoGBon Q! - ship To: City of Fort Collins Trarlsfort 1: 215 N. Mason 119 a L a � TAtltlross, 7St Address 2: Fort Collins, CO InMoretgy tne- Contact: Dean Erickson Suite ws StPhone: 970,2246105 New SC WMA 5Y4Tel: (8Email: dlsicksonl®fcaovcom Fax: (9 Tax VEIN; www}nmo$ordechnobay.com BBI to: Same as Above proposal*: IMT-0T-110714-MK01mv Date: 14Jul-11 Tax ID: 86066643RM001 Association: None Specified Vaedhy. 30 days Pricing: Firm quotation Terms: Nei 30 days (see notes) FOB: Odgln Tax Yes part Description Lbt Prfoe �y DtsC% Oft.Priee Total Pdee(USS) IMTSUP907 Plathum SupportforoMG10XX(Entalnise oMM)- single year S 180.00 47 0% $180-00 $8,460A0 Management System: onBcard Mobility Manager Enterprise Cone. Hardware plus Software License 04TOMM001 (Magid on#of oMGs) $ 1,725.00 t sp $ $ 7NCYTES. IMTOMM002 Sotbrare Licenses•. Enterprises onldoard Traticer (based on # of oMGs) b 918.00 1 all S525.00 5525.00 $525.00 $525 00 Support and Licenses from July 1, 2011 to June 30, 2012 (Both line hem 2 & 3 get togwy Mdng) onBoard Total Reach license B from tau on Roo for exLsti g customers 1, Cusbmerto Mine P9mfe,e Order (PO) Mhrmcep ins dacumaa vb tar m 604a4&9e29. PO vas be confirmed by In We. T.hn tv/ In , fthin 3 buaha, dry,. i Tanners Net 30 days on credit a ,al. 1.5%f Bath Incest on east out anownts. Payment acceped "as, ar bank Vernal. 4 Berrien da0.•ery e+Th 6 vaelo dp0 uejeC to almJc waF+b6ry, Th6 meq be eapemM rc Crubmerea Mgui¢d Atlue14tl6erydebto a mnf4med upon fecelpt of PO. a. Tdivrrb deawre�to Cuetmrer fin orryaaadeymmgberk rpreral�e.AiS%ratodatq fee epplatoaM reWmed unaa. ' S Cualarwb MsyrnalMs ter ahlppbg cberye>, In Yotbn sh4s Na UPS awMgNorNe aalomr'a pretmed fielgtrt ramp,ty uekq ordamela accarta rrvmaar. S Taw C95bmer acoega laponvbaiy ter remitting alry addtlonal stale Sala and uaa Tok inatmay appry to ells VJnsactlM b amOrdmMvxT apprapdab9taza laws. Ifga esreaOW N, 7. Cuslornefs iq b su lleet tom a6ersabs"cxuxy ebme Mich may regtdM In Modal Techw4gyto troumesmot, teat, aad/w irab the auaxner on vas and appliratiorn outs praducn. In pmteubnal eervbes. .— aFornYlredeMhminMolbnTedrno LT�rmeQavpnims d9 ass vbh wrw.avnalbnte9M .mrMermvMrmdabreo}mb.pdf Tate/W/o T" tom•" 11.?L�C ��yL'ttY'• S� �WINi �L = �2,�0�00031. 53332� g2�o201\ ,k�q IFA-AVWAL f\ktMACV\.pt /1 �•�'i�G1tL�Lfj � ��_ Margot Knight, P: 6D4-523.2371 x234, marged knight@] motlontechr*Mogy.com Sr. Sales & Marketing CooMinator rort� �CoUins Date of Estimate: 7115=11 Contract Type: Ddsdng Contract or PO (YIN): N Description of Goods (A) or Services (B): in Motion Annual Hardware Support & Software License Costs i have obtained the following estimate from; Published Price List I Past Pricing (date) 6/3012010 Engineering or Techincal Estimate (pedonned by) Independent Third Party Estimate (performed by) Other (specify) Independent Cost Estimate Cost Estimate Details: (Eshimam calculated in US Dollars) Product 2010 1 CPI I TOTAL Notewoata Source 20112012 In MOUon Hardware Support & Software Licence Costs $ 9.150.00 $ 183.00 $ 9,333.001 Total 5 9,150.00 15 183.00 $ 9,333.00 B Estimates are based on past pricing plus a 2%Increase for the 2010 CPI Increase. C Note: Actual costs may vary par product depending on number of fleet vehicles (Increase of 6 from 41 to 47 not accounted for in Estimate) rort� �CoUins Date of Estimate: 7115=11 Contract Type: Ddsdng Contract or PO (YIN): N Description of Goods (A) or Services (B): in Motion Annual Hardware Support & Software License Costs i have obtained the following estimate from; Published Price List I Past Pricing (date) 6/3012010 Engineering or Techincal Estimate (pedonned by) Independent Third Party Estimate (performed by) Other (specify) Independent Cost Estimate Cost Estimate Details: (Eshimam calculated in US Dollars) Product 2010 1 CPI I TOTAL Notewoata Source 20112012 In MOUon Hardware Support & Software Licence Costs $ 9.150.00 $ 183.00 $ 9,333.001 Total 5 9,150.00 15 183.00 $ 9,333.00 B Estimates are based on past pricing plus a 2%Increase for the 2010 CPI Increase. C Note: Actual costs may vary par product depending on number of fleet vehicles (Increase of 6 from 41 to 47 not accounted for in Estimate) Memorandum DATE: July 15, 2011 TO: Jim Hume FROM: Karl Gannon SUBJECT: In Motion Annual Maintenance Fees - Justification of Sole Source In Motion retains ownership of the intellectual property rights of its software. Transfort has acquired (purchased) a license to use their software but cannot contract out annual maintenance of the product to a different vendor. Please let me know if you have any questions that I can answer. Thanks, Karl Karl Gannon City of Fort Collins Transfort / dial A Ride (970)416-2087 Memorandum DATE: July 15, 2011 TO: Jim Hume FROM: Karl Gannon SUBJECT: In Motion Annual Maintenance Fees - Justification of Sole Source In Motion retains ownership of the intellectual property rights of its software. Transfort has acquired (purchased) a license to use their software but cannot contract out annual maintenance of the product to a different vendor. Please let me know if you have any questions that I can answer. Thanks, Karl Karl Gannon City of Fort Collins Transfort / dial A Ride (970)416-2087 Memorandum DATE: July 15, 2011 TO: Jim Hume FROM: Karl Gannon SUBJECT: In Motion Hardware & Software Annual Maintenance Fees - Justification of Costs I find the 2011/2012 maintenance fees for In Motion installed hardware and software to be fair and equitable based on the following two criteria: Firstly, the 2011/2012 fees are in line with previous year's maintenance fees, differing only because of increased fleet size and CPI increase. Secondly, the 2011/2012 maintenance costs represent 7.66% of the initial capital outlay to the vendor - far below the industry average of 20% of capital costs. Transfort has been pleased with the level of support afforded us from the vendor in previous years. Please let me know if you have any questions that I can answer. Thanks, Karl Karl Gannon City of Fort Collins Transfort / Dial A Ride (970)416-2087 Memorandum DATE: July 15, 2011 TO: Jim Hume FROM: Karl Gannon SUBJECT: In Motion Hardware & Software Annual Maintenance Fees - Justification of Costs I find the 2011/2012 maintenance fees for In Motion installed hardware and software to be fair and equitable based on the following two criteria: Firstly, the 2011/2012 fees are in line with previous year's maintenance fees, differing only because of increased fleet size and CPI increase. Secondly, the 2011/2012 maintenance costs represent 7.66% of the initial capital outlay to the vendor - far below the industry average of 20% of capital costs. Transfort has been pleased with the level of support afforded us from the vendor in previous years. Please let me know if you have any questions that I can answer. Thanks, Karl Karl Gannon City of Fort Collins Transfort / Dial A Ride (970)416-2087 PURCHASE ORDER PO Number Page City/ Of9114142 2 of 6 `t Collins OlI„s This number must appear ` , 1 on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 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. 5. TERMINATION a. Termination for Convenience The City 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 the City to U 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page City/ Of9114142 2 of 6 `t Collins OlI„s This number must appear ` , 1 on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 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. 5. TERMINATION a. Termination for Convenience The City 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 the City to U 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page Clty. Of 9114142 3 of 6 ' `t Collins I ns This number must appear " on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default 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 City 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 City 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 City, 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 The City 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 The City' 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 the City setting forth the nature of said breach or default, the City 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 City 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 City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 6. CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing 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 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 at seq ., (which implement Executive Order No. 11246 "Equal Employment Opportunity," as Q. O!li-aQ/�L 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page Clty. Of 9114142 3 of 6 ' `t Collins I ns This number must appear " on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default 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 City 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 City 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 City, 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 The City 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 The City' 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 the City setting forth the nature of said breach or default, the City 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 City 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 City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 6. CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing 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 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 at seq ., (which implement Executive Order No. 11246 "Equal Employment Opportunity," as Q. O!li-aQ/�L 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page C117/ Of 9114142 4 of 6 ' `t Collinshis number must appear ` " 1 ' on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to 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, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7. 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 7.6 %. A separate contract goal [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)). The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. c. 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, is required to return any retainage payments to those subcontractors within 30 days 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. d. 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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page C117/ Of 9114142 4 of 6 ' `t Collinshis number must appear ` " 1 ' on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to 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, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7. 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 7.6 %. A separate contract goal [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)). The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. c. 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, is required to return any retainage payments to those subcontractors within 30 days 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. d. 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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page City Of9114142 5 of 6 Flirt Con all invoices, pacst king ,�—J`-' ` Collins` J on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 8. 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 F, 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 City of Fort Collins requests which would cause the City of Fort Collins to be in violation of the FTA terms and conditions. 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the 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. The 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 the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, 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. ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill 11, 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: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page City Of9114142 5 of 6 Flirt Con all invoices, pacst king ,�—J`-' ` Collins` J on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 8. 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 F, 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 City of Fort Collins requests which would cause the City of Fort Collins to be in violation of the FTA terms and conditions. 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the 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. The 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 the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, 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. ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill 11, 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: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 6 of 6 L COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fen Collins is exempt from state and local taxes. Out Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Shames 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 am not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS am subject to the City of Fort Collins inspection on arrival. 1 L 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 ofor payment for goods hereunder or approval oftue 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 tights 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 of 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 pan 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 from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations am in fan borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order. the Sella hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state antitrust laws 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 he 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 boom 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. Authorization. All panics to this contract agree that the representatives are, in fan, 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 are 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 hereto. No acts of the Purchasers including, without limitation, acceptance ofpaftial late deliveries, shall operate as a waiver ofthis provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing 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 are beyond its reasonable control and without its fault ofnegligence, such acts afford. acts ofcivil or military authorities, governmental prionties, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days ofthe 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 performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nanirc. The Sella 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 warranty. The Scllcr 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 terms of any applicable warranty provided by the Seller after the date of acceptance of the goods famished 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 consttute 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 terms 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 from 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. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished 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 parry 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 Seiler 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 Set let, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Sella shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any her 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 parry. The Seller's commnual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to he performed 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 pan 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 Sella shall become insolvent or bankrupt, 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 terms used or the interpretation of the agreement and the rights of all panics hereunder shall be construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers 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 Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc famished by others for installation or ercvtion by the Seller, the Seller shall receive, unload, store and handle same al 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 tarty 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. Reform 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 manic 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 Scllcr, 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, mr its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Scllcr 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 rates and regulations issued pursuant thereto. Revised 03/2010 Purchase Order Terms and Conditions Page 6 of 6 L COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fen Collins is exempt from state and local taxes. Out Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Shames 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 am not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS am subject to the City of Fort Collins inspection on arrival. 1 L 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 ofor payment for goods hereunder or approval oftue 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 tights 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 of 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 pan 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 from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations am in fan borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order. the Sella hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state antitrust laws 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 he 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 boom 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. Authorization. All panics to this contract agree that the representatives are, in fan, 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 are 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 hereto. No acts of the Purchasers including, without limitation, acceptance ofpaftial late deliveries, shall operate as a waiver ofthis provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing 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 are beyond its reasonable control and without its fault ofnegligence, such acts afford. acts ofcivil or military authorities, governmental prionties, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days ofthe 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 performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nanirc. The Sella 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 warranty. The Scllcr 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 terms of any applicable warranty provided by the Seller after the date of acceptance of the goods famished 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 consttute 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 terms 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 from 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. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished 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 parry 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 Seiler 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 Set let, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Sella shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any her 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 parry. The Seller's commnual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to he performed 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 pan 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 Sella shall become insolvent or bankrupt, 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 terms used or the interpretation of the agreement and the rights of all panics hereunder shall be construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers 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 Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc famished by others for installation or ercvtion by the Seller, the Seller shall receive, unload, store and handle same al 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 tarty 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. Reform 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 manic 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 Scllcr, 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, mr its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Scllcr 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 rates and regulations issued pursuant thereto. Revised 03/2010 July 19, 2011 In Motion Technology Excluded Parties search. R1. Edk V.,, Fe cwes Took Help 6EXClu&dPwt1eSUStSYstan T.Is Exclit&d; Paimes List System; jQ19j;Q - �-� 111111111M, seam Search Results for Parties Excluded by f,elp M��, Set,O T�, Firm. Entity. ., V .... 1: 1. fftt.. T.ohn.],, V Epts As of 19Jul-2011 1 30 PM EDT >FAQ P. Lh:�. Save ,.MEKS AN Raa6s > p"'C' Your uaarcn namN no rk.fta. 'New' >S111, k,1 Alm-v, iSAh') Back New Swarth Pe krFmndty fhaxa... Cpks >?Pra Re4 ..s RlM U—�cce Da�d WkV,Names R,. U:d,k,s B. M R,�,. n vpbaG lcw AM July 19, 2011 In Motion Technology Excluded Parties search. R1. Edk V.,, Fe cwes Took Help 6EXClu&dPwt1eSUStSYstan T.Is Exclit&d; Paimes List System; jQ19j;Q - �-� 111111111M, seam Search Results for Parties Excluded by f,elp M��, Set,O T�, Firm. Entity. ., V .... 1: 1. fftt.. T.ohn.],, V Epts As of 19Jul-2011 1 30 PM EDT >FAQ P. Lh:�. Save ,.MEKS AN Raa6s > p"'C' Your uaarcn namN no rk.fta. 'New' >S111, k,1 Alm-v, iSAh') Back New Swarth Pe krFmndty fhaxa... Cpks >?Pra Re4 ..s RlM U—�cce Da�d WkV,Names R,. U:d,k,s B. M R,�,. n vpbaG lcw AM Title: In Motion Date: July 19, 2011 CONTRACT CHECKLIST FOR NON-COMPETITIVE PROPOSALS (SOLE SOURCE) Checklist Item Contract File Comments Location 7) Independent Cost Estimate The City made and documented an Completed 7/15 independent cost estimate before receipt of proposals. 10) Unnecessary Experience and Excessive Bonding Unnecessary experience and excessive n/a bonding requirements were not included in this solicitation or contract documents. 11) Organizational Conflict of Interest (OCI) If there is an apparent or potential OCI the solicitation contains provisions to eliminate or mitigate the conflict (e.g. by inserting a clause n/a that prohibits the contractor from competing for the follow-on contract to the current design or research contact) and OCI Certification is submitted by the contractor. 12) Arbitrary Action There was no arbitrary action in the procurement process. (An example of arbitrary action is when award is made to n/a other than the contractor who most satisfied all the City requirements as specified in the solicitation and as evaluated by staff. 13) Brand Name Restrictions Brand Name or Equal. When it is impractical or uneconomical to provide a clear and accurate description of the technical requirements of the property to be acquired, a "brand name or equal" description may be used to define the performance or other salient characteristics of a specific type of property. The City must identify the salient characteristics of the named brand that n/a offerors must provide. When using a "brand name" specification, the City does not need to reverse -engineer a complicated part to identify precise measurements or specifications in order to describe its salient characteristics. FT A's "Best Practices Procurement Manual," (BPPM) contains additional information on preparation of specifications including examples with specific language. 14) Geographic Preferences The solicitation contains no in -State or local no geographic preference except where Federal statutes mandate or encourage them. Title: In Motion Date: July 19, 2011 CONTRACT CHECKLIST FOR NON-COMPETITIVE PROPOSALS (SOLE SOURCE) Checklist Item Contract File Comments Location 7) Independent Cost Estimate The City made and documented an Completed 7/15 independent cost estimate before receipt of proposals. 10) Unnecessary Experience and Excessive Bonding Unnecessary experience and excessive n/a bonding requirements were not included in this solicitation or contract documents. 11) Organizational Conflict of Interest (OCI) If there is an apparent or potential OCI the solicitation contains provisions to eliminate or mitigate the conflict (e.g. by inserting a clause n/a that prohibits the contractor from competing for the follow-on contract to the current design or research contact) and OCI Certification is submitted by the contractor. 12) Arbitrary Action There was no arbitrary action in the procurement process. (An example of arbitrary action is when award is made to n/a other than the contractor who most satisfied all the City requirements as specified in the solicitation and as evaluated by staff. 13) Brand Name Restrictions Brand Name or Equal. When it is impractical or uneconomical to provide a clear and accurate description of the technical requirements of the property to be acquired, a "brand name or equal" description may be used to define the performance or other salient characteristics of a specific type of property. The City must identify the salient characteristics of the named brand that n/a offerors must provide. When using a "brand name" specification, the City does not need to reverse -engineer a complicated part to identify precise measurements or specifications in order to describe its salient characteristics. FT A's "Best Practices Procurement Manual," (BPPM) contains additional information on preparation of specifications including examples with specific language. 14) Geographic Preferences The solicitation contains no in -State or local no geographic preference except where Federal statutes mandate or encourage them. 15) Contract Term Limitation The contract period of performance for rolling stock and replacement parts does not exceed five (5) years inclusive of options without prior n/a written FTA approval. For all other types of contracts, the procurement file contains evidence that the contract term is based on sound business judgment. 18) Award to Responsible Contractor The City made a determination that it was awarding to a responsible contractor Completed Vendor has been used considering such matters as contractor with no problems in the past. integrity, compliance with public policy, record of past performance, and financial and technical resources. 19) Sound and Complete Agreement This contract is a sound and complete agreement. In addition, it includes remedies Comply for breach of contract and provisions covering termination for cause and convenience. 24) Clear, Accurate, and Complete Specification A complete, adequate, and realistic specification or purchased description was N/A available and included any specifications and pertinent attachments which define the items or services sought in order for the bidder to properly respond. 38) Sole Source if other Award is Infeasible The contract file contains documentation that award of a contract was infeasible under small purchase procedures, sealed bids, or competitive proposals and at least one of the following circumstances applies: (1) The item was available only from a single source. (2) Public exigency for the requirement did not permit a delay resulting from a competitive solicitation. (3) An emergency for the requirement did not permit a delay resulting from a competitive solicitation. Justification completed, services (4) The FT A authorized noncompetitive available from a single source. negotiations. 7/1 g (5) Competition was determined inadequate after solicitation of a number of sources. (6) The item procured was an associated capital maintenance item (as defined in 49U.S.C., Paragraph 5307 (a) ( 1) that is procured directly from the original manufactured or supplier of the item to be replaced and the grantee first certified in writing to the FT A: (i) that such manufacturer for supplier is the only source for such item; and (ii) that the price of such item is no higher than the price paid for such item by like customers. 15) Contract Term Limitation The contract period of performance for rolling stock and replacement parts does not exceed five (5) years inclusive of options without prior n/a written FTA approval. For all other types of contracts, the procurement file contains evidence that the contract term is based on sound business judgment. 18) Award to Responsible Contractor The City made a determination that it was awarding to a responsible contractor Completed Vendor has been used considering such matters as contractor with no problems in the past. integrity, compliance with public policy, record of past performance, and financial and technical resources. 19) Sound and Complete Agreement This contract is a sound and complete agreement. In addition, it includes remedies Comply for breach of contract and provisions covering termination for cause and convenience. 24) Clear, Accurate, and Complete Specification A complete, adequate, and realistic specification or purchased description was N/A available and included any specifications and pertinent attachments which define the items or services sought in order for the bidder to properly respond. 38) Sole Source if other Award is Infeasible The contract file contains documentation that award of a contract was infeasible under small purchase procedures, sealed bids, or competitive proposals and at least one of the following circumstances applies: (1) The item was available only from a single source. (2) Public exigency for the requirement did not permit a delay resulting from a competitive solicitation. (3) An emergency for the requirement did not permit a delay resulting from a competitive solicitation. Justification completed, services (4) The FT A authorized noncompetitive available from a single source. negotiations. 7/1 g (5) Competition was determined inadequate after solicitation of a number of sources. (6) The item procured was an associated capital maintenance item (as defined in 49U.S.C., Paragraph 5307 (a) ( 1) that is procured directly from the original manufactured or supplier of the item to be replaced and the grantee first certified in writing to the FT A: (i) that such manufacturer for supplier is the only source for such item; and (ii) that the price of such item is no higher than the price paid for such item by like customers.