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HomeMy WebLinkAbout502890 IBI GROUP - PURCHASE ORDER - 9123217PURCHASE ORDER PO Number Page City Of//'�� t 9123217 1 of s �/'\i" ( 011iil� This number must appear] /+6 V ��-•�� on alG nvoices, packing ` slips and'Iabels Date: 06/05/2012 Vendor: 502890 IBI,GROUP - 1401.17TH ST SUITE'610 DENVER Colorado 80202 Ship To: 'TRANSFORT,BUS'FACILITY CITY'OF;FORT COLLINS;— ` 6570 FORTNER'ROAD CITY, OF FORT COLLINS Colorado Delivery Date- 06/05/2012 Buyer DAVID CAREY Note: Line lbescnption. Quantity UOM Unit Price Extended Ordered Price " MAX Station Photo.Simulations - �1�10T.-. .LS.. .. 11,973.82 for (4) BRT Stations r Services to produce . Photo Simulations'for (4) MAX Bus.Rapid Transit (BRT) stations: Vendor selected. per competitive proposal process Terms, Conditions;:Scope of Services and Fee perProfessional'Services Agreement for City of Fort Collins Request for Proposal (RFP) # EPLS Seach Completed. The following:Federal TransifAdministration (FTA) Contract Clauses apply to this Contract, details'attached 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS. AND RELATED ACTS 3. ACCESS TO RECORDS AND REPORTS 4. FEDERAL CHANGES 5. TERMINATION..: 6. CIVIL RIGHTS REQUIREMENTS 7. DISADVANTAGEDBUSINESS ENTERPRISE (DBE)` 8. INCORPORATION OF -FEDERAL TRANSIT ADMINISTRATION (FTA)TERMS. 9. CARGO' PREFERENCE REQUIREMENTS 10. ENERGY) CONSERVATION REQUIREMENTS 11:-ADA Access 12. CITY OF' F.ORTCOLLINS.BID'PROTEST PROCEDURES' 1. NO GOVERNMENT OBLIGATION -TO THIRD PARTIES No Obligation.by the Federal Government.`. (1) The Purchaser and Contractor acknowledge and agree that notwithstanding any concurrence by the Federal Invoice Address City of Fort Collins Director of Purchasing and Risk Management r.' This order is notovalid-over $5000,unless signed by James B. O'Neill it, CPPO . - City of Fort'Collins ; City of Fort Collins Purchasing,' PO BOX 580, For[ Collins, CO 80522-0580 C(?O Bo 580AccountingDepartment;, - Phone:970-221-6775 Fax:970-221'=6707 Email:purchasing@fcgov.com Fort Collins, CO 80522-0580 City of . F6rt Collins PURCHASE ORDER PO,Number Page 9123217.. 2of8 This number must appear 'on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federa(Government, the Fed eral'Government is not a party to this contract and shallnot 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. P'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 contractor the FTA assisted project for which this contract work is being- " performed. In addition to other penalties thatmay be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the.Federal Government deems appropriate: (2) The Contractor also acknowledges that if it makes, or causes to be made, a false; fictitious; or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed -in whole or in, partwith 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 deemsappropriate. (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 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 pertinenttothis`contmcitfor 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 P.MO 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 describedatA9 U.S.C.-5307,- 5309 or5311. 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. 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`Purcha'sing; PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Faz �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 Of/'�' : c 91232171.39 f s Fort Collins This number must appear V on all invoices, packing slips and labels. Line Description Quantity Extended p Ordered UOM Unit Price Price - - C. The Contractor agrees to maintain all books, records,accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract; except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly' authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records ;and Reports by Types of Contract -760- .' Contract Characteristics Operational Service Contract .Turrkey Construction ]Architectural Engineering'<shading "10%'5 Acquisition of Rolling:Stock Professional Services. . I State Grantees a. Contracts below SAT (sibo,000) b. Contracts above $100,000/Capital Projects None None unless,V nori-competitive award Thoseimposed on -state pass thru to Contractor ' None Yes,=ifnon- competitive'award or if funded 2 1%'-Norie None; unless non=cornpetitive award None None unless non-competitive award None`: None Unless non-competitive award' - II Non State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects Yes 3 Yes 3. Those imposed on non -state Grantee''passthru-to'Contractor-, -, Yes Yes Yes Yes"Yes Yes _,;Yes -Yes Sources of Authority: 1 49 USC 5325 (a) 2 49 CFR 633.17 3 18 CFR 18.36 (i) 4. FEDERAL CHANGES Federal Changes - Contractor shall at all times comply with -all applicable FTA regulations,'policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time'to time during the term of this'contract. Contractor's failure to so comply shall constitute'a rriaterial breach of this'contract. 5. TERMINATION a. Termination for Convenience (General Provision) 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=ntract 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 manner4he City directs. " b. Termination for Default (Breach or Cause] (General. Provision) If the Contractor does not deliver supplies in' accordance with the contract' delivery. schedule; or, if the contract is for-services,=the Contractor fails to perform in the manner:called for in the'contmct, or if the Contractor fails -'to complywitn 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 lie paid the contract price for supplies delivered "and accepted; or services performed in accordance`with the mariner of performance set forth in the contract: If it is later determined by the'City that the Contractor had an excusable reason for riot performing; suchias a strike, fire-, or flood, events which.are not the fault'of or arehevonri the rnhiml; ,f tho`r Q. Oi'tR-LaQ s� 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:970-22146707 Email:purchasing@fcgov.com Invoice Address: City of Fort C611ins' Accounting pepartment. PO Box 580 Fort Collins, CO 80522-0580 City of F6rt CO[lii1S PURCHASE ORDER PO Number Page 9123217 .4of8 This number must appear . on all invoices, packing ' slips andr labels. Line Description Quantity UOM Unit Price Extended Ordered Price setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat.the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The 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 ordefault.. . d. Waiver of,Remedies forany Breach In the event that the'Cityelects to waive its.remedies for any breach by. Contractor of any covenant, term orcondition of this Contract,,such waiver by the',City shall;notlimit the City' s remedies for any succeeding breach ;of that or of any other term, covenant; or condition of this Contract. e. Termination for Convenience'(Professional oriTransit Service Contracts) :The,City,.bywritten notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the City shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination: 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 363 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, " "Offce of Federal Contract.Compliance Programs, Equal Employment Opportunity,. Department of Labor;" 41 CF.R: Parts',60 et .seq ., (which implement Executive Order No, 11246; ';Equal Employment Opportunity;", as amended by Executive Order No. 11375, "Amending Executive Order11246 Relating to Equa1,Employment Opportunity;' 42,0.S.C..§.2000e note), and with, any. applicable Federal statutes, executive orders,- regulations, and Federal policies that mayin.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 orotherforms of compensation; and selection for 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 II, 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 $ox 58'0 Fort Collins, CO 80522-0580 M City of F&t.Colfins PURCHASE ORDER PO Number Page 9123217 J50"­ IThisnuinbermus ' t appear] on aninvo!ces, packing slips and labels. Li Line Description Quantity UOM Unit Price Extended Ordered Price training, including apprenticeship. In addition, the Contract or I 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 lawat49 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 Co - mmission, "Regulations to Implement the Equal Employment Prdvisions'6f ffie Americans with -Disabilities Act," 29 C.F.R. Part'l 630, pertaining 'to'emp ment. persons loy 'of " rsons with'disabilities. 'In'additi on' the'Contractor, agrees to comply With any implementing requirements FTA rnay iss6e.," (3) The Contractor also agrees4o inclucle°ihese7bquirementis in each subcon'tr6ct financed in whole or in part" with Federal assistance provided by FTA, modified only if necessary to ide6tify*th& affected parties:- - 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. Thiscontractis subject to the r6quif6m6nts.of Title 49 C ode of Federal Regulations, Part '26, Participation by Disadvantaged Business Enterprises in Department of Tra'nsporiation'Finaficial Assistance Prbgnimis. ' The national goal for participation of Disadvantaged Business Enterprises (DBE) is -10%. ' The agency' s . 'overall goal for DBE participation is 9.9 %. 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 6ontractor.shall carry out'appll6albldrequirementsi of 49 CFR Parf26 in the'aw''a'r'dand administration of this DOT -assisted contract. Failure bythe to carry out'thialsel-req, 6 ire M16nis is a material breach of this contract, which may result in the termination of this contract or'sucwbifier'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 throd6hout -the period of performance. d. The contractor is fequired to'Oay its s6bcontmctors performing work related to this contract . for satisfactory performancb.of that'wo'rk no later [thethah.30 days after thec'ointractor' s* receipt of,paym-ent for-that'Work from the City of Fort Collins'.,' In addition; [the not h6ldretain666 ;1 fr6rh'its subcontractors.] [is required to , ., return any-�etairiage payments to those , subcon'tractors'%'Atithin'30-days after the subcontra'ciors work related to this contract'is satisfactorily completed!) [is required to return any retainage'Iay'ments to those subcontractors within 30 jays after incremental acceptance of the subc6ntrad ' or' swo'rk. by the City of For['Coilins"and contractor' s receipt of the partial retainage payment 'related to; the subcontractor' s work.] e. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is termiri�ited &r'f6ils to cornpI616'work , its ' i ' - 4, , , and must make good -faith efforts to engage another DBE subcontroictor4o perform'at least the -sane amount of work: The contractor may not terminate any DBE subcontractor and perform*thaf work through its"03wrilorces or those of an affiliate w^ith'6'ut prior written i consent of City of Fort Collins. 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS City of Fort Collins Director of Purchasing and Risk Management This order is not valid over WOO unless signed by James B.O'Neill ll, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Colli ns, CO 80522-0580 Phone:970-221-6775 Fax-'970-221-6707 Email -purchasing@fcgov.com 1hV6ice'Addr'es's: Cityqf'f6rlt Collins Accounting n Department. , g Depament PO lBbk '580, Fort Collins; CO 86522-0580 PO �CityOf PURCHASE ORDER 912321er Page �"'' /"� 9123217 s of a OI t Collins s This. number must appear V e ,�7 on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name'of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and. conditions. 9. CARGO PREFERENCE REQUIREMENTS Cargo Preference -,Use of United States -Flag Vessels - The contractor agrees: a. to use privately owned United States -Flag commercial,vessels to ship,at least 50 percent of the.gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers): involved, whenever shipping any equipment; material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; b, to furnish within 20 working_days following the.date,of loading for shipments originating within.the United States or within 30 working days following the.date of leading for shipments originating outside the United States, a legible copy of.a rated, "on -board" commercial ocean bill -of -lading in English for each shipment of cargo described in,the preceding.paragraph. to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient through the contractor in the case of a subcontractor's bill, of -lading.) c. to include these requirements in all subcontracts issued,pursuant to.this contract when the subcontract may,involve the transport of equipment,, material, or commodities by ocean vessel. 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. 11. ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 et seq . and DOT regulations, " Transportation Services for Individuals with Disabilities (ADA), 49. CFR Part 37;, and Joint ATBCB/DOT regulations, " Americans with. Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,". 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB"s •' Americans with Disabilities Act Accessibility Guidelines' (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and,facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. ; 12. CITY OF FORT COLLINS BID PROTEST PROCEDURES The City of Fort Collins has a protest procedure, covering any phase of;solicitation or award, including but not limited to specification or award. ,The protest. procedures are available from the Purchasing. Departme_nt,.City of Fort Collins, 215 N. Mason, Street,,2nd Floor, P. O. Box 580 Fort Collins, CO. 80522. You.may also reguest.a: copy of the procedures by.emailing: Purchasing@fcgov.com <maiIto:Purchasing@fcgov.com> or calling 970-221-6775. Invoice.Address: City of Fort Collins "Director of Purchasing and Risk Management This order is not valid over $5000unless signed by James B. O'Neill II, CPPo - Cityof: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 Off 9123217 7 of s �LrCollins This number must appear {� on_all in4oices, packing slips and labels: Purchase Order Terms and Conditions Page 8 of 8 I. COMMERCIAL DETAILS. Tax exemptions. By stem a the City of Fort Collins is exempt form stale and heal taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Ccr ifirate of Registry 84-0)(10597 is registered with the Collector of Internal Resmom, Dcnver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (A). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be rctumed to you fm.credit and arc not to be replaced except Apon receipt Of written instructions from the City ofFog Collins. Inspection. GOODS arc subject to the City of Fon Collins inspection on arrival. 11. NONWAIVER. Failure Of the Purchaser m insist Aron strict performance of the terms and conditions hcrcof failure Or (clay to exercise any rights or remedies provided herein or bylaw, failure to promptly nnlifv the Seller in the event of e breach, the acceptance ofm payment for goods hereunder or approval of the design, shall not release the Seller of any of the warranties or obligations of this purchase order andshall not be deemed a 0:river of any right of fire Purchaser to insist upon strict performance hcrcof or any of its rights or remedies as to ary such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder.. nor shall any parponed not] modification or rescission of this purchase order by the Purchaser operate as a waiver ofany 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. Hoocver, it is to be understood that FINAL Seller and the PlnehAStT recognize. that in actual economic pmeticc. Ovcrchargx resulting from antitrust ACCEPTANCE is dependent upon completion are[] applicable required inspection procedmcs. vitiations arc in fact borne by the Purchaser. Theretofore, for good cause and is consideration for executing this purchase order, the Seller hereby assigns to the Purchaser Any and all claims it may now have or hereafter .Freight Terms, Shipments must be F.O.B., City of Fog Collins. 700 Wood St.. Fort Collins, CO 50522, unless xcgnimd under federal or ",arc nmitntsl Imes for such overcharges relating to the panieulnr goods or services othrr visc specified on this order. If pemaission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchascr pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected form the nearest distribution point to destination, and excess freight will be deducted form Invoice when shipments arc made from greater distance. Pemuit. Seller shall procure at sellers sale cast all necessary permits. certificates and licences 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 vendm. Seller further agrees to hold the City of Fort Collins harndess form and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, rcgulatons, ordinances, role, and mquimancnts. Am umbention. All panics to this counsel agree that the representatives are. in fact. bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated heein set forth and any supplementary or additional from and conditions annexed hereto or incorporated herein by reference. Any additional or ditfemm terms and conditions proposed by seller arc objected In and hereby rejected. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchascr directs the Seller to correct nonconforming or detective goods by a date to be agreed upon by the Purchascr and the Scllcr, 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 Seller shall pay Ali costs associated with such tenth. The Seller shall release the Purchaser and its contractors of any tier foam 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 ditecmrs, officers and employees of such parry. The Seller's comments obligations, including avamnty, shall rent be deemed to be reduced, in any way, because such work is perfomreel or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by Icier, patent, trademark or copyright, the Seller shall indomi fv and save harmless the Purchascr from any and all claims for infringement 2. DELIVERY. by mason of the use of such patcmed design, device, material or process in connection with the contract, and PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your shall indemnify the Parchaser for any cost, expense or damage which it may be obliged to pay by reason of Bach promised delivery dale as noted. Time is ofthc essence. Delivery and performance must be effected within the time infringement at any time during the praccution or after the completion of 16e work: In case said equipment, or stated on the purchase order and(hedocuments attached hereto. No acts of the Purchasers including, without any pan thereof or the intended use of the goods. is in such snit held to constitute infringement and the use of limitation, acceptance ofpartial late deliveries, shall operate as a waiver of this provision. In the event Of Any delay, said equipment or pan is enjoined. the Seller shall, At its all expense and at its option, tither procure for the the Purchaser shall have, in addition to other legal and equitable remedies. the option ofplacing this order dsmvherc Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but and holding the Seller liable for damages. However, the Seller shall not be liable for damages As a result of delays noninfringing equipment, or modify it so it becomes noninfringing. due to causes not max,mably foreseeable which are beyond its rcmonable control and without its fault ofnegligcnce, such acts of God, acts of civil or military authorities, governmental priorifies, fires, strikes, flood, epidemics ours or 15. INSOLVENCY. riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the If the Seller shall become insolvent of bankrupt, make an assignment for the benefit of creditng. appoint A time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall he receiver or trustee for any of the Sellers property or business, this order may fnnhwith be canceled by the extended for the period equal to the time actually lost by reason of the delay. Parchaser without liability. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will confirm with applicable dmwings, specifications, samples and/or other descriptions given, will he fit for the Fortresses intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of A similar nature. The Seller agrees to holdthePurchaser harmless from any loss, damage or expense which the Purchascr may suffer or incur on account of the Scllcs breach of warranty. The Seller shall MPIAcc, repair m make good. without cat 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 furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials fitmishcd by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waives ofany claim under this warranty. Except as otherwise provided in this p irchasc order. the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warantics or guarantees, but such liability shall in no event include loss ofpor5ts or loss cruse. 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 s ftucn change order. If any such change affects the amount due or the time ofpafomiance hacienda, an equitable adjustment shall be made. 6. TERM rNATIONS. The Purchascr 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 panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims foranticipated profits on the uncompleted portion of the goods and/or work, for incidental or coaequential damages, and that no such adjustment be made in favor of the Scllcr with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of theirobligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment muss be asserted .within thirty (30) days fmm the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller wan is that all goods sold hereunder shall have ken produced. sold. delivered and furnished in strict compliance with all applicable laws and regulations to which the goods arc 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 arc hereby incorporated herein by this reference The Seller agrees to indemnify and hold the Porches" harmless from all costs and damages suffered by the Purchaser as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become duc hereunder without the prior written consent ofthc other party. I O. TITLE. Occupational Safe The Scllm-wanams full, clear and unrestricted title to the Purchascr for all equipment, materials, and items furnished in performancc of this agreement free and clear of any and all liens. restrictions, reservations, security interest .Revised 03/2010 encumbrances and claims of others. 16. GOVERNING LAW. The dcfinilians cftemw used or the interpretation cribs agmcmcm and the rights off[) panics hereunder shall be construed under and governed by the lairs of the Stale of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perfomr work hereunder. including the services of Scllcrs Representalive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said worker Seller's own risk until the same is fully completed and accepted. and shall. in case of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Settees own expense and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation of erection by the Seller, the Seller shall receive, unload. store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. IS. INSURANCE. The Seller shall, To his own expense, provide for the payment of workers compensation, including accupatinnal disease bincfo,, 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 time. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and aunamobile public liability insuranm with bodily injury and death limits of at (cast 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 insumnec. Before any of the Sellers or his contractors employees shall do any .work upon the premises of others. the Seller shall furnish the Purchaser with a senifieatc that stteh compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such eon ificmes shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maimained until a0er the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hercbv nssumes the entire responsibility and liability, for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting from the exeeutimt of the work povided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchascr 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 pot or subject by reason of any act, action, neglect omission or default on the pan of the Seller, any of his contractors, or any of the Sellers; or con". chars officers, agents at employee. In ease any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account of by reason of any act, action, neglect, omission or default of the Seller of any of his contmetors or any of its or their Officers, agents or employees as Aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the time at the Sellers men expense, to pay any and all cats, charges, allomcys fem 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 snits or other proceedings, And in ease judgment or other lien be placed upon or obtained against the property of the Purchascr, or said panics 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 mhenvise. The Scllcr and his contractors shall take all safety precaution, furnish and install all guards necessary for the prcvemion of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the ry and Health Act of 1970 and all mlcs and regulations issued pitman, therein.