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HomeMy WebLinkAbout452938 IN MOTION TECHNOLOGY INC - PURCHASE ORDER - 9123125City of F,.6rt Collins Date: 05/29/2012 Vendor: 452938 IN MOTION TECHNOLOGY INC SUITE 350 625 AGNES STREET PURCHASE ORDER PO Number Page 9123125 'ofs This number must appear on all invoices, packing slips and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS NEW WESTMINSTER British Columbia V3M 5Y4 6570 PORTNER ROAD CITY OF FORT COLLINS Colorado Delivery Date: 05/29/2012 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2012 Hardware Maintenance 1 LOT LS Support per quote IMT-QT120514-MK01rev1 10,260.00 In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal clauses apply to this purchase order. 1. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES (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 (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 claim, statement, submission, or certification to the Federal Government under a contract connected with a 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 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 contractspecifies a ceiling rice. 48) Cost Plus Percentage of Cost No This is not a cost plus a percentage of cost type contract. 49) Liquidated Damages Provisions This contract contains liquidated damages provisions and the assessment for No damages 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 Yes This contract contains the appropriate FTA required clauses. 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Transfort has purchased a license to utilize their software but cannot contract out annual maintenance of the product to a different vendor because of the intellectual property rights. Please contact me with any questions. Thanks, Karl Karl Gannon City of Fort Collins Transfort / Dial A Ride (970)416-2087 [u : ITU _ I 1 . II DATE: May 21, 2012 TO: Jim Hume FROM: Karl Gannon Transfort / Dial -A -Ride 6570 Portner Road Fort Collins, CO 80522 970.221.6620 970.221.6285 - fax fcgov.conn SUBJECT: In Motion Hardware & Software Annual Maintenance Fees - Cost Analysis I find the 2012/2013 maintenance fees for In Motion installed hardware and software to be fair and equitable based on the following two criteria: Firstly, the 2012/201 1 fees are a replica of the previous year's maintenance fees, no increase. Secondly, the 2012/2013 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 Otyaf Fort,� C Date of Estimate: 51182012 Contract Type: Existing Contract or PO (YIN): N Independent Cost Estimate In Motion Annual Hardware Support & Software Description of Goods (A) or Services (B),License Costs I have obtained the following estimate from; Published Price List I Past Pricing (date) 711912011 Engineering or Techincal Estimate (performed by) Independent Thlyd Party Estimate (performed by) Other (specify) Cost Estimate Details' (Estimate calculated in US Oo0ar5) Cost of Standard Items Product 2010 2011 CPI 2012 Projected 2011120121n Motion Hardware Support & $ 9,150.00 $ 10,260,00 1$ 205.20 $ 10 465.20 Lisence Upgrades Total$ 10,46510 B Estimates are based on past pricing plus a 2%increase for the 2012 CPI increase. C Note: Actual costs may vary per product depending on number of fleet vehicles (Increase of 6 from 41 to 47 not accounted for in Estimate) C1Documents and Settingst1liNLocal Sellingffemporary Internet Files\OLK3811, Motion Maint 2012 ICE.x1s2012 5/22912012 PURCHASE ORDER PO Number Page City Of9123125 2 of 6 F^r} Collins This number must appear ,��—,J`-' ` on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 4. 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. Contractors 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 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. Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, CPPO City of Fort Collins City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page City of 9123125 3 of 6 `-t Collins oll` I „s This number must appear , 1 on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 30 days 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 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as 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, C3. O!18:�aQ �- 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page CIi7/ of PURCHASE 9123125 4 of 6 `t Collins( \�C This number must appear ` ` on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 10 % . 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 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 Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO BOX 580 Fort Collins, CO 80522-0580 Fort of PURCHASE ORDER PO Number Page 9123125 5of6 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price consent of City of Fort Collins. 8. 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) 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 accepting this purchase order, the vendor or contractor 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 II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Total $1 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Tennis and Conditions Page 6 of 6 I. COMMERCIAL DETAILS. Tax exemptions By statute the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is 98-114502. Federal Excise Tax Exemption Cenifieatc of Registry 84-6000587 is registered with the Collector of Internal Rcvcmw. Denver. Colorado Bel. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a), Goads Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit. may be retumcd to you for credit and ate not to be replaced except upon receipt of written instructions from the City of Fon Collins. Inspection. GOODS are subject to the City ofFort Collins inspection on amivnl. 11. NONWAIVER. Failure Of the Pnrchascr to insist upon strict Performance Of the tans and conditions hereof. failure or delav to exercise any rights or remedies provided herein or by law, failure to pmnapdv notify the Seller in the exam of a breach, the acceptance .for payment for goods hereunder or approval of the design, shall nut release the Seller of any of the sa m, a ics or obligations of this purchase order and shall not be dcemcd a wnivcr of any right of the purchamr to insist upon strict performance hereofnr any of its rights or remedies as m any such goods, regardless Of'svhen shipped, received or accepted, as to any prim or subsequcm defaull hercundcr. nor shall any purported oral modification or rescission of thin purchase order by the Pnrehasser operate as a waiver of any of the Moos hereof. Final Acceptance. Receipt of the nterchandice, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS, authorimd payment on the pan of the City of Fort Collins. However, it is to he understood that FINAL Seller and the Purchaser mergaim that in actual economic practice. overcharges resulting fmm antitrust ACCEPTANCE is dependent upon completion .fall applicable required inspection pmeednms, violminn, arc in fact burro by the Parehascr. Theretofore, for good cause and as consideration for executing this Purchase order. the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms Shipments must be F.O.H., City of Fort Collins 700 Wood St., Fon Collins. CO 80522, unless acquired! under federal or state antitrust laws for such overchafges relating to the p ur ieular goods or services otherwise specified on this order. If prnnission is given to prepay freight and charge separately, the original freight purchased or acquired by the Pumhuser pursuant to Ibis purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCI IASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where mane factumm have distributing points in various pans Of the country, shipment is If the Purchaser directs the Scllcr to correct nooconforraing or defective goods by a date lobe agreed upon by the expected from the nearest distribution point in destination, and excess freight will be deduced from Invoice when Purchaser and the Seller,and the Seller fl ereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made fmm greater distance. may cause the work to he perfomed by the most expeditious mesas ,ailrblc to it, mad the Seller shall pay all rusts nssncinmd with such work. Permits. Scllcr shall procure at sellers sole cost all necessary Permits. ecniftealcs and licenses required by all applicable Incas, regulations, ordiremces and odes of the state, municipality. territory or political subdivision when 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 liahility and loss incurred by them by reason of an nsserud or established violation of any such laws, regulations, ordinances, talcs and mquircmcnte. Authoriief ion. All panics to this contract agree that the representatives arc, in fact. bona ride and possess full and complete atAurity to bind mid panics, LIMITATION OF TERMS. This Pueha,e Order cxprec Iv limits acceptance to the terms and conditions stated herein set mnh and any supplcmenmry or additional toms and conditions annexed herein or incorpamecd herein by reference. Any additional or different toms and conditions proposed by Scllcr arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immedimcly if you cannot make couldoc shipment to arrive on yntu pmmised delivery date as noted Time is of the essence. Delivery and perfnmancc noose he eMckcd Within the time stated on the purchase order and the dupedents attached hereto. No acts of the Purchaser, including, without limitation, acceptance ofpanial late deliveries, shall operate as a waiver of this provision. In the event of anv delay. the Purchaser shall have, in addition mother legal and equitable remcdics, the option Ofplacing this order elsewhere and holding the Seller liable for damages. flowerer, the Seller shall not be liable for damages as a result of delays due m causes not reasonably foreweablc which arc bcynnd its rcasonablc contml and without its fault ofncgligenec, such acts ofGM. acts ofcivil or militaryauthorities, govemnwntal priorities, Bms. strikes Bond, epidemics, wars or riots provided that notice of the conditions emasing such delay is given to the Pnrchascr within five (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3, WARRANTY. The Seller wamnts that all goods arl materials and work covered by this order will conform with applicable dnnvings, specifications, ssmples and/or other descriptions given, will be fit for the purposes in Mnded, and performed with the highest degree of cote an I competence in accordance With .,cccpwd standard, for work of a similar nature. The Seller agrees to hold the purchaser harmless fmm any lose damage or expense which the Purchaser may suffer or incur can account of the Scllcrs breach of warn my. The Seller shall rcPlace, repair Or make good, without cost to the puchnser, any defects or fruits arising Within one (1) year or Within such longer period of time as may he prescribd by Imv or by the toms of any applicable warranty provided by the Seller aBe, the date Of acceptance of the goods fumishcd hcreunda (acceptance not to be unreasonably delayed), resulting from imperfect or defective Work done or materials furnished by the Scllcr. Acceptance or use Of goals by the Pumhuscr shill not constitute a waixer of any claim nnda this wamnty. Except as othmviw pmvidcd in this purchase order, the Scllcrs liability hereunder shall extend In all damages proximately caved by the breach of any of the foregoing wamntics car stuormccs, but such liability shall in no event include loss of profts 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 Purchawr may male any changes to the toms. other than legal terms. including nddiflons to or deletions from the quantities originally ordered in the specifications or dnnvings, by verbal o riucn change Oder. If any such change affects the amount due or the time ofperformnncc hereunder, an equitable adinomern shall be made. fi. TERM (NATIONS. The Purchaser may at any time by wrinen change order. terminate this agreement as to any or all portions Of the goods then not shipped. subject tO any ecuitible adjustment bctwimn the panics as to any work ur materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated pmtits on the uncompleted ponion 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 gowhs which arc the Sellers standard stock. No such domination shall relieve the Purchaser Or the Seller of any of their obligations as to any goods delivered hercundcr. 7. CLAIMS FOR ADJUSTMENT, Any claim for adjustment must he asscocd within thirty (30) days form the date the change or R'rtninaeion is .nlemd. S. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Scllcr shall execute and deliver such documents as may be required in effect or evidence compliance All Imes and regulations required to be incorporated in agnenum s of this character am hereby incogvmted herein by this reference. The Seller agrees to indemnify and hold the Purchawr hamles Form all costs and damages mffavd by the Pnrchascr us a result Of the Sellers failurc in comply with such law. 9. ASSIGNMENT. Neither party shall rsign, transfer, or convey this order, many monies due or to become due hereunder without the prior w'rinen consent of the other piny, 10. TITLE. The Seller wamnts full, clear and no m,nimed title to the Purchaser total] cqu ipmen e, materials and items furnished in perforuance of this agreement, free and clear of any and all liens, restrictions, revenmtions, security interest encumbrances and claims of others. The Seller .shall release the Purchaser and it contractors of any tier from all liability and claims of any nature resulting from the performance ofsuch 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 piny. The Seller's eontrucnml obligations, including %%amity, shall not be deemed to be reduecd, in any way, because such work is performed or caused to be perfOrmal by the Purchawr. 14. PA "HINTS. R'herever 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 hmmles the Purchaser from any and all claims for infringement by reason of the use of such patented design. device. material or pmeess in connection with the cuntrao, and shall indemnify the Pvrchywr for any cost, expense or damage which it may be obliged to pay by reason of such ntyingenann at any time during the prosecution or nlicr the completion of the work. In ease said equipment. or any part there.( car the intended use of the goods, is in such snit held to constitute infringement and the use of said equipment or pin is enjoined, the Seller shall, at its own expense and at its option, either pmcurc for the Purchaser the right to continue using said cquipmcnl or parts. replace the same with substantially equal but nnninfrioging equipment, or modify it so it becomes noninfringing. 15, INSOLVENCY. If the Seller shall become insolvent or bankrupt. make an assignment for the henefit of ereditom, appoint a receiver or tmsicc for any of the Scllcrs property or business, this order may forthwhh he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of Mums used or the interpretation of the agreement and the rights ofill panics hereunder shall be construed) under and governed by the taws of the State of Cclondo. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hercundcr, including the,crvices of Sellers Rcprescnmfivc(s), na the promises ofothcm. 17. SIiLLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted. and shall, in ease of any accident desmcuoo or injury to the work and/or materials before Seller's final completion and ,acceptance, complete the work at Scllcrs own expense and to the satisfaction of the Pnrohrwr. When mntvial and equipment are furnished by others for installation or crcetion by the Seller. the Seller .shall receive, unload. store and handle .c me at the silo and baaomc rcspnnsible therefor as though such mnteriR and/or equipment were being furnished by the Seller under the order, Ill, INSURANCE. The Seller shall, at his men expense, provide for the payment of workers compensation, including occupational disease benefits, to its enuployces employed can or in connection with the work co'credd by this purchase order, ,and/or to their dependents in sec mane with the Imv, of the state in Which the work is to be done The Seller .shMl also carry comprehensive general liability including, but not limited to, wmmenial and automobile public Iinbility insurance with bodily injury and death Iimiw of at least S300,000 for any one ,ran. $500.000 for any one necidemt and pmpcny damage limit per accident of S400.000. The Seller shall likewise require his ennuacmrs, if nny, to provide for such eompensmion and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premiws of mhos. the Seller shall furnish the Purchaser with a cenificate that such compensation and insurance have been pmvidcd. Such cenlficares shall specify the dam when .such compensation and in,move have been pmvidcd. Such ecnifiertesshall specify the date when such eompensmion and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work R completed and accepted. 19. PRO I'ECTION AGAINST ACCIDEN I'S AND DAMAGES. The Scllcr hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature what,mver to persons or property caused by or rcsuhing from the execution of the work provided for in this pureluase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser ,ad any Or all Of file Purchn,ers ofcem. agents in(] employees from and against any and all claims. Ioswe, damages. charges or expense, whether direct or indirect. and whether to persons or property to which the Puehrwr may be put or subject by reason of any act, action, neglect. emission or default on the part all the Seller. any of his contractors, of any of the Sellers or contractor., aMccM. agents or employees. In case any suit or other pmeedings shall be brought against the Purchaser. or its officers, agents or employees it 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 rforesxid, the Seller hereby igrecs to assume the defense thcrcof and to defend the many at the Scllcrs own expense, to pay any and all costs, charges, attorney, fees and other expenses. any and ill judgments that may be incurtcd by or obtained against the Purchaser or any of its or their officers. .agents or employees in such suits or other pmcedings, and in case judgment or other lien he placed upon or .brained againsl the p o ny of the Purchase, or said panics in or as a result of tech suit, or other preceediop. the Seller will rt once amwe the same to he dissolved and discharged by giving bond or otherwise. The Seller and his ennenctor5 shall take all safety precautions, furnish and install all gnarls necessary for the prmcution of accidents, comply with all Imrs and regulations with regard m srfcty including, hot sv ilhwO limitation, the Occupational Safety iad Hcmth Act of 1970 and all rules and mpulations issued pursuant themm. Rewi.scd 0312010 Price Quotation ' N R /p /MO s ■ Ship: 1of Fan Collins - Transfon Address1125 : 1N. Mason 7 EE■C It It 0 L D G YY Address 2: Pon Collins, CO 80524 In Motion Technology Inc. Contact: Dean Erickson Suite 350 625 Agnes St. Phone: 9702246105 New Westminster BC V3M SY4 FAX: Tel: (866) 468-2968 Email: nnickswiaa Fax: (604)6ntecaf9 Tax IOIEIN: w.nv.inmotiontechnoloovcom Bill to; Same as Above Proposal K: IMT-0T120514-MKOtrevt DaleMay 14, 2012 Tax ID: 86066643RM001 Association: None Specified Validity: 30 days Pricing'. Firm quotation Terms'. Net 30 days (see notes) FOB: Origin Tax: Yes ___�..-.._ - Line Category Pan p Description List Price Oty Disc % Disc. Price Total Price (US$) 1 oMG Support IMTSUP907 Platinu 5u art for oMG10XX(Enterprise oMM)- single yea $ 18000 47 0% $1 Sum $8,460.00 2 oMM-Apps-oCM IMTSUP501 Annual Support: oMM Enterprise Core (includes bad -up where applicabla S 1,725 W 1 sp $1,275,00 $/,27500 3 oMM-Apps-oCM IMTSUP502 Annual Support onBoard Tracker - Enterprise $ 919,00 1 sp $525.00 $52500 Annual Support oMM & Trackeris priced accoming to legacy pacing Support tram July 1, 2012 to June 30, 2013 NOTES 1. Customer to remit Purchase Order (PO) referencing this document via fax to 604-648-9629. PO will be confirmed by In Motion Technology Inc. within 3 busine days. 2. Terms: Net 30 days on credit approval, 1.5%lmonlh interest on past due amounts. Payment accepted by VISA or bank Marble 3. Standard delivery within 8 weeks of PO subject to stock availability. This may be expedited for Customer as required. Actual delivery date to be confirmed upo 4. Trial units delivered to Customer will carry a 30-day money back guarantee. A 15%restocking fee applies to any returned units. 5. Customer Is responsible for shipping charges. In Motion ships via UPS overnight or via customer's preferred freight company using customers account number 6. The Customer accepts responsibility for remitting any additional state Sales and Use Tax that may apply to this transaction in accordance with appropriate stall laws. It the transaction is exempt from Sales and Use Tax, the Customer will provide an Exemption Certificate to In Motion Technology or provide any required assistance to obtain one. 7. Customer's PO is subject to an after sales warranty clause which may require In Motion Technology to troubleshoot, test, ammo train the customer on use and applicalions of its products In Motion Technology warrants that the individual providing mservice e said has specialized knowledge of its product 8. Far orders over $100.000, In Motion Technology will invoice 30%of the order amount as a deposit. This deposit will be held as a retainer against the fim delivery of product andlor professional services. 9. For more details on In Motion Technology's Terms & Contlitions of Sale, please visit vaww.immobord0mk,Ioqy comltermsandconditionsofsale. df Total w/o Tax $10,260 00 Signed: Margot Holmes, 604.523.237111 margot.holmes@inmotiontechnalogy.cam Sr. Sales & Marketing Administrator Title: In Motion Tech 2012 Maintenance Date: May, 2012 CONTRACT CHECKLIST FOR NON-COMPETITIVE PROPOSALS (SOLE SOURCE) Checklist Item Comments 7) Independent Cost Estimate The City made and documented an independent cost estimate before receipt of Yes proposals. 10) Unnecessary Experience and Excessive Bonding Unnecessary experience and excessive bonding requirements were not included No 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 that prohibits the No 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 other than the contractor who most No 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 offerors must N/A 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 geographic preference except where No 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 written FTA approval. Yes, one year 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 considering such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. 1. Appropriate Financial, equipment, facility and personnel. (Y/N) 2. Ability to meet delivery schedule. (Y/N) - Yes 3. Satisfactory period of performance. (Y/N) 4. Satisfactory record of integrity, not on declined or suspended listings. (Y/N) 5. Receipt of all necessary data from vendor. (Y/N) 19) Sound and Complete Agreement This contract is a sound and complete agreement. In addition, it includes PUrchase order with remedies for breach of contract and provisions covering termination for cause and Federal terms 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. (Verify prices are no higher Yes, Support is only than price for such item by likely customers.) available from In (2) Public exigency for the requirement did not permit a delay resulting from a Motion. competitive solicitation. (3) An emergency for the requirement did not permit a delay resulting from a competitive solicitation. G (4) The FT A authorized noncompetitive negotiations. 9=- (5) Competition was determined inadequate after solicitation of a number of sources. 39) Cost Analysis Required Cost analysis and profit negations were performed (initial award and modifications) And documented for price reasonableness was established on the Yes 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 eligible for Federal N/A 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 procurement, Yes (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 N/A was better 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 No amendment was treated as a sole source 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 No contract 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 finished goods) for which No progress payments are made. The contract may contain other security in lieu of obtaining title.