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Home My WebLink About255805 MENTOR ENGINEERING INC - PURCHASE ORDER - 9125102PURCHASE ORDER PO Number Page City Of 9125102 1 of 5 Fort Collins This number must appear on all invoices, packing slips and labels. Date: 09/18/2012 Vendor: 255805 Ship To: TRANSFORT BUS FACILITY MENTOR ENGINEERING, INC CITY OF FORT COLLINS 10, 2175 - 29th ST NE 6570 FORTNER ROAD CALGARY Alberta T1Y 7H8 CITY OF FORT COLLINS Colorado Delivery Date: 09/18/2012 Buyer: ED BONNETTE Note: Line Description Quantity UOM Unit Price Extended Ordered Price X-Gate annual maintenance 1 LOT LS 4,185.00 8/27/12-8/26/13 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 sect . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 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 Title: X-Gate Annual Support and Software License Date: 9/18/12 CONTRACT CHECKLIST FOR NON-COMPETITIVE PROPOSALS (SOLE SOURCE) Checklist Item Contract File Comments Location 7) Independent Cost Estimate The City made and documented an Yes in the file independent cost estimate before receipt of proposals. 10) Unnecessary Experience and Excessive Bonding Unnecessary experience and excessive no 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 no 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 no 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 "brand yes offerors must provide. When using a 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 yes 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. 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 1. Y of past performance, and financial and 2 Y technical resources. 3. Y 1. Appropriate Financial, equipment, facility and personnel. (Y/N) 4. Y 2. Ability to meet delivery schedule. (Y/N) 5. Y 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 Yes standard Purchase Order agreement. In addition, it includes remedies Used 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 yes 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 than price for such item by likely customers.) 1. Y (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. (4) The FT A authorized noncompetitive negotiations. (5) Competition was determined inadequate after solicitation of a number of sources. 39) Cost Analysis Required Yes cost analysis in file Cost analysis and profit negations were performed (initial award and modifications) And documented for price reasonableness 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 na 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 1. Y of this procurement. At a minimum, these Z records include: (1) the rationale for the method of 3. Y procurement, 4. Y (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 na 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 no 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 correct 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 na finished goods) for which progress payments are made. The contract may contain other security in lieu of obtaining title. 47) Time and Materials Contracts no This is a time and materials contract; the grantee determined that no other type of 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 correct type contract. 49) Liquidated Damages Provisions This contract contains liquidated damages provisions and the assessment for damages na 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. na 2) The procurement file contains: Price reasonableness determination. 56) Clauses This contract contains the appropriate FTA yes required clauses. Excluded Parties Search EPS run and include in the file. yes Small Purchase of: X-Gate Annual Support and Software License Date: 9/18/12 CONTRACT CHECKLIST FOR SMALL PURCHASES Checklist Item Contract File Comments Location 7) Independent Cost Estimate Yes in the file The City made and documented an independent cost estimate before receipt of proposals. 9) Unreasonable Qualification no Requirements This solicitation did not contain unreasonable requirements placed on firms in order for them to qualify to do business. 11) Organizational Conflict of no 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 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 no 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 satisfied all the City Requirements as specified in the solicitation and as evaluated by staff. 13) Brand Name Restrictions yes 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 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 no The solicitation contains no in -State or local geographic preference except where Federal statutes mandate or encourage them. 15 Contract Term Limitation yes 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. For all other types of contracts, the procurement file contains evidence that the contract term is based on sound business judgment. 23) Price Quotations Sole Source Price or rate quotations were obtained from an adequate number of qualified sources. 24) Clear, Accurate, and Complete yes Specification A complete, adequate, and realistic specification or purchased description was available and included any specifications and pertinent attachments which define the items or services sought in order for the bidder to properly respond. 41 ) Cost or Price Analysis Yes in the file Either a cost analysis or a price analysis was performed and documented. The price was determined to be fair and reasonable. Price reasonableness based on: Price quotations. Previous purchase. Current price list or advertisement. Value Analysis — copy in file. 42) Written Record of Procurement 1. Y History 2. Y The file contains records detailing the history 3. Y of this procurement. At a minimum, these 4. Y records include: (1) the rationale for the method of procurement, (2) Selection of contract type, (3) reasons for contractor selection or rejection, and 4 the basis for the contract price. 56) Clauses yes This contract contains the appropriate FTA required clauses. Excluded Parties Search yes EPS run and include in the file FEDERALLY REQUIRED AND OTHER MODEL CLAUSES APPLICABILITY OF THIRD PARTY CONTRACT CLAUSES (excluding micro -purchases, except for construction contracts over $2,000) TYPE OF PROCUREMENT X Clause Professional Operations/ Rolling Stock Construction Materials & Services/A& E Management Purchase Supplies No Federal Government Obligation To Third Parties X All All All All All (by Use of a Disclaimer False Statements or Claims All All All All All Civil and Criminal Fraud X Access To Third Party All All All All All Contract Records X Changes to Federal AllAll All All All Requirements X Termination X All All All All All Civil Rights Title VI, EEO, ADA) NA >$10,000 >$10,000 >$10,000 >$10,000 >$10,000 Disadvantaged Business All All All All All Enterprises DBEs X Incorporation of (FTA) Terms X All All All All All Suspension and Debarment NA >$25,000 >$25,000 >$25,000 >$25,000 >$25,000 Buy America NA >$100,000 >$100,000 >$100,000 Resolution of Disputes, >$100,000 >$100,000 >$100,000 >$100,000 >$100,000 Breaches, or Other Litigation NA Lobbying NA >$100,000 >$100,000 >$100,000 >$100,000 >$100,000 Clean Air NA >$100,000 >$100,000 >$100,000 >$100,000 >$100,000 Clean Water NA >$100,000 >$100,000 >$100,000 >$100,000 >$100,000 Caro Preference NA All All All Fly America Involves foreign Involves foreign air Involves foreign Involves foreign Involves foreign air NA transport or travel transport or travel air transport or air transport or transport or travel b air travel travel Davis -Bacon And Copeland Anti- >$2,000 (including Kickback Acts NA ferry vessels Contract Work Hours And Safety >$2,500 (except >$2,000 (including Standards Act NA transportation >$2,500 ferry vessels) services) Bonding NA $100,000 Seismic Safety A & E for New NA Buildings & New Buildings & Additions Transit Employee Protective Transit Operations Agreements NA Charter Bus NA All School Bus NA All Drug Use - Testing and Alcohol Transit Operations Misuse - Testin NA Patent Rights and Rights in Data Research & and Copyright Requirements NA Development Energy Conservation X All All All All All Recycled Products Contracts for items Contracts for items Contracts for items designated by designated by designated by NA EPA,when EPA, when EPA, when procuring $10,000 procuring $10,000 procuring $10,000 or more per year I I or more per year or more per year Conformance With ITS National Architecture NA ITS Projects ITS Projects ITS Projects ITS Projects ITS Projects ADA Access NA A & E All All All All Bus TestingNA All Pre -Award And Post Delivery Audits NA All Fort Collins PURCHASE ORDER PO Number Page 9125102 2of5 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 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 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 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 City of �,.Fort Collins PURCHASE ORDER PO Number Page 9125102 3 of 5 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 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 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 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. 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 BOX 580 Fort Collins, CO 80522-0580 City of /01 F r_t Collins PURCHASE ORDER PO Number Page 9125102 4of5 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 consent of City of Fort Collins. 7. 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. 8. 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. Rx� Q. o"r�:¢es� 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 Total Invoice Address: $4,185.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 5 of 5 1. COMMERCIAL DE [AILS. Tux exemptions. By statute the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is II. NONWAIVER. 98-04502. Federal Excise Tax Exemption Cetlificare of Registry 84-6000587 is registered with the Collector of Failure of,be Purchaser in insist upon strict pwUmmonce ofare terns end conditions hereof, failure or delay to Iutemal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Crude, 39-26, 114 (a) e,mmis, any rights or remedies provided herein or by law, failure to promptly notify hie S.IlV, in tic event of a breach, the acceptance of orpayment forgoods hereunder or approval of the design, shall norm ease the Seller of Goods Rejected GOODS REJNC'I ED due to failure or meet spenfimtions, either wban shipped or due to defects of any From warranties or obligations ofthis gurob— orderand.shall not be deemed a waiver ofany right ofthe damage in transit, may be returned to you for credit and are not 1. be replaced exall ,an r eelpl of written purchaserm insist upon 1161, performance heeofor any ofirsnghts or remedla as to any such goods, regardless instructions fmm the City of Fart Collins. of wben shipped received or accepted, as I. any prior or subsequent default hereunder, nor shall any pnRorted cal modification or rescission of this purchase order by the Purchaser operate as a waiver of any of die tams Inspection. CLUBS are subject o the City of Fort Collins inspection on anneal. hereof. Final Acceptance. Receipt of the mcalimmder, services or equipment in response to this order w cork in 12, ASSIGNMENT OFANf ITRUST CLAIMS. authorized payment on We pad of the City of Fort Collins, however, it is to be undersmmd that. FINAL Seller end tie Purchaser megilill that in actual economic practice, a cmlmrre, moildrg [,a. .utltaust ACCEPTANCE is dependent upon completion of all applicable required inspection paced -rev Violations are in fact home by the Purehoker Theretofore for good cause and as consideration for exewtiag this pumhase order, the Seller hereby assigns to the Purchaser any and all claiiva it may now have or hereafter Freight Term. Shipments must be P.OJC, City of Von Collins, 900 Wood St, Port Collins, CO 8052+ unless unry'red under federal or state antitrust laws for such overcharges relating to the particular goods or services aicariss specifiW on this order. lfpemnission is given to prepay freight and charge separately, the origilml Height produced or acquired by the Purchaser pursuant to this pueral order. bill must accompany invoice. Additional charges for packing will not be recovered. 13, PURCI I ASERS PER FORMANCE. OF SELLERS OBLIGATIONS. Shipment Distance. Whom mamfacmrers have distributing points in Various parts of the country, shipment is Ifthe Parahmer directs the Seller to correct lanconlamhing or defective goods by acute to be agreed upon by the expected from the nearest distribution point to destination, end excess deighl will be deducted from Invoice when Purchaser and the Seller, and tie Seller thereafter indicates its inability or unwillingness to comply, the Purclmscr shipments we made from greater distance. may cause the weak m be performed by the most expeditions means available to it, and rho Seller shall pay all casts associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, biannual, and licenses required by all applicable laws, mendacious, ordinances and talcs ofthe state, municipality, territory or political subdivision where the work is performed, or required by any other duly cmmimted public auNmity 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 Taws, regulations, ordinances, roles and requirements, Authorisation. All parties to this contract agree that the mgmsentatives are, in fact, bons fide and possess full unit colonel, audacity Io bind said parries. LIMITATION OF TERMS. This P.Mase Order expres,ly limits acceptance no the tears and conditions embed herein set forth and any supplementary nr additional terms and conditions annexed herein or incoryumted herein by reference Any additional or different hems and conditions proposed by seller are objected to and hereby jeered. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immlledimely ifyon cannot make con.plete shipment to arrive on your promised delivery dam as noted. Time is of tie m,bree. Delivery and pc,hmm u ce must be effected within the into stated on the ,..chase aide, end tic dacmncnts attached hereto. No nets of the Purchasers including, without Emnalow, acceptance of partial fare deliveries, shell operate as a waiver mf this provision. In the event ofany delay, the Purchaser shall Lave, in addition to o,hr, Iegnl and equitable remedies, the option of placing Wt, order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for dmnages as a result of delays due to causes not reasonably foreseeable which are beyond its mawnable control and without its fault of negligence, such acts of God, acts of civil or military authorities, govenmmntal priorities, foes, shrikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given m the Purchaser within live (5) days of the hit,, when the Seller f t received knowledge thereof In the even, of any such delay, the date ofdelivery shall be extended for the period equal to the time actually lost by mason ofthe delay. 3. WARRANTY. The Seller woccurs rho( all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples all other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and eampetence in accordance with accepted standards for work of a milar nature. The Seller agrees to hold the purchaser hamileu from any loss, damage or expense which the Purcbm r may suffer or cam on account ofthe Sellers breach ofwarranty.'Ihe Seller shall replace, repair or make good, without cost to the Purchaser,any defects or faults nosing within one (1) year within such longer period of time as may be prescribed by law or by the taints of any applicable warranty provided by the Seller after the dam of cee,mnw of the goods fumished hereunder (acceptance not to be uomosonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use at pods by the Purchaser shall not ousend a waiver orally claim under this w'arranly. 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 m legal temps by wrirten change o,de. 5. CHANGES IN COMMERCIAL TERMS. The Puahmer any make any changes go the retail, other thin legal terms, including additional 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 woman due onhe time ofperfotmance hereunder, an equitable adjustment shall be tried,. 6. TERMINATIONS. The Purchaser may at any time by wrinal change order, terminate this agreement as Ira orry or all throw, of the goads then on shipped subject to any equitable adjustment between the parties as to any work or materials then in ,mgrees.... sued ha the Purchaser afall arm be liable for any claims for anticipated pmfias oil the uncompleted portion ofdne goods and/or work, for incidental or consequential damages, and that no such adjustment be mode in favor of he S filer with rV,,-t to any goods which are the Sellers standard stock. No such contraction shall relieve the Purchaser or the Seller orally oftheir obligations as to any goods dal issued hereunder. Z CLAIMS I OR ADJUSTMENT. Any claim for adjus anent must be ravened within thirty (30) days from the date the change or formulation is ordered. S. COMPLIANCE WI IH LAW. The Seller, cou n, the, all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance wish all npp1wwbIV laws and regulations N which the gV& ore subject. The Seller shall execute and deliver such documents as may be required to Order or evidence emardi... ac All laws and regulations required to be ncotuomred in ao cements of this charade, are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamiless from el I costs .rid damages wifiered by Ihe Pumhme, as a result of the, Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this Vora, or any monies due or to become due hereunder without the prior written consent of the other party. 10.911LE. The Seller warrants full, clear and unresGrcted line to the Pumhm.r far all equipn.... l, materials, and than, famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrance and claims oLetters 'Ihe Seller shall release the Parchme and its contractors of any lie, from all liability and claims of ary 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 party. 'Ihe Seller's wnchaual obligations, including warranty, shall not be declared to be reduced, in any way, became such works performed ur caused to be performed by the Purchase. 14. PATENTS. Whenever the Seller is required to use any design device, material or process covered by letter, patent, nadetru3 eopynbhl the Seller shall indemnify and save hmmless the Purchaser fmm any and all claims for infringement by arorm of he rise of rich patented design, device, material or porress in connection with the contract, and shall indemnify the Purchaser for any cost, expense t damage which it may be obliged to by by reason of such infringement at any time during the prosecution or after the completion of the work.In case said equipment, or any paid thereof or the intended use of the goods, is in such suit held to constitute arrangement and the use of said equipment or pad is canceller, the Sell,, shall, at its own expense and or its option, either pmcum for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it se, it becomes hishomm.ging. 15. INSOLVENCY. If the Seller shell become insolvent or bankrupt, make an ..signmenl for the belief, of creditors, nppVi.t a receiver or nusee for any of the Sellers property of business, this order may foMwith be canceled by the Purcbmer without habihty. 16. GOVERNING LAW. The definiouns of terms used or Ill, interpretation oftbe agreement and the rights of all polies hereunder shall be construed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only where tilerm Seller is o perfowork hereunder, including the scar ices of Sellers Reprosenterve(s), onthecases premises of others 19. SELLERS RESPONSIBILITY. The Seller shall carry on laid work at Seller's own risk until the same is fully completed and accepted, and shall, in e of any accident, destruction o, injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchase, When materiels and equipment are Pomisbed by others far installation or erection by the Seller, the Seller shall receive, unload, store and handle acme at the site and became ,V,,.n,iblV therefor as though such materials and/or equipment were being fumished by the Seller under the order_ IS. INSURANCE The Seller shall, at his own expense, provide for payment of,-k... compenatioa, including me histfi nId disc... benefits, 1. 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 dune. The Seller ,hull also carry comprehensive genen'al liability including, bur are, limited m, contractual soil mhtal lle public liability insurance with bodily injury and death limits of at least S300,000 for any one person, S500,000 for any one widest and property damage lima, per accident of S400,000. The Seller shall likewise inquire his courmcers, irony, to provide for such compensation and insurance Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall Pomish Ihe Purchase will. a. re iVark that such compensation and insurance have been provided. Such emifemes shall spwify the date when each compensation and insurance In.. been provided. Such certificates shall specify the date when such compensation and invurwce x.,mm, 'Ibn Scllcr agrees that such compensation and coluence ahall be maintained wail he, the entire work is real and accepted 19. PROfECI ION AGAINST ACCIDENTS AND DAMAGES, The Seller hereby arviou,the entire co, .... bflity and liability for any and all damage loss snjnry ofany kind Ibnature whatsoever to persons or property cause(] by or resulting from the execution of the work provided for in is purchase order or in connection huewith_The Seller will sndcmnify and hold harmless the Purchaser and any r all of We Purchasers officer, agents and eoryloyees from and regainsn bay road .11 claims, I ... V, damages, charges expert to direct or indirect, and whether pas or property to which the Purchaser may be put .subject by reason of any act, action, neglect, omission or default on the parr of the Seller, airy of his contractors, or any of the Sellers or contractors officers, agenls or employees In rose any srtr other proceedings duall be brought against the Purchaser, or its officers, goals or employees at any time oil account or by acrawn of any act, action, neglect, o or default of the Seller of any of Ills cornmors ctor any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees end other expert any and of I judgments Ihar by be incurred by or obtained against the Purchaser or any of its or their officers, agents or employees in such an, or other pmceedin3, and in ease judgment or other lien be placed upon or mbmined against the Property of Ihe Purchaser, or said panics in or as a resell of such suits or other proceedings, the Seller will at once cause the same to be dissolved and disallowed by giving bond or otherwise. The Seller and his contactors shall take all safety preeamtmns, Danish and imbill all goods necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limim,son, the Occupational Safety and Health Act of 1970 and all roles and regulations issued pursuantthereto, Revised W/4U10 /Y� 112661 ,MENTOR ENGINEERING Bill to: City of Fort Collins PO Box 580, Fort Collins, CO 80522.0580 Attn: Dawn Hondorson '125EP 6 31O91`11 MENTOR ENGINEERING INC. Invoice 10. 2175- 29in Sheet NE Number ................: PRINOD020701 Calgary,ADCanada TIY7N8 Page .... ..:1 .... ..... . of 1 Pn (40317773760 Data .................... :Jul M 2012 FM(40317773769 Sales order ....... _....: 758 Purchase order .........: PO Pending Payment ........ ........: Not 30 Sales representative ...: Dave H Sales lax ...............: Exempt Project .................: City of Pod Collins Annual XGate Maintenance & Support Feas as per original contract. August 27, 2012 to August 26, 2013 Ship to: Clty of Fort olllns, Transfort Bus Facility Attn: Doan E son / 6570 Fortner Roa,-/ Fort Collins, CO 80525 Delivered Unit prlca Line amount 1.00 4,185,00 4,185,00 ► (C 2go�►c0003l. 533320 42��i2 �� )o12 Yo Qe( Sales balance Prepayment Relainage Sales tax ' Total 0.00 4,185.00 0.00 0.00 4,185.00 USE) GST: 12152 7733 RT FEIN: 98-0407050 Email: ar@manloreng.com Payment Due: Aug 30 2012 Transfort! Dial -A -Ride 6570 Portner Road Fort Collins, CO 60522 970.221.6620 970,221.6285 - fax fcgov.corn Memorandum DATE: 9/12/12 TO: Ed Bonnette FROM: Karl Gannon SUBJECT: X-Gate Annual Maintenance— Cost Analysis Mentor Engineering, exercise of an option to purchase of annual support for Mentor Engineering XGate software and MDCS. The original contract with Mentor has been in effect since October, 2001. Annual support costs were evaluated as part of the original award and specified in the contract at $4,995 per year. We have purchased annual support every year since 2002. The annual cost is lower than the original option specified due to a reduction in the number of vehicles using the software and hardware. This lower price was not negotiated with the vendor, but offered as a result of a smaller number of licenses in use. Rationale for the method of procurement: Mentor Engineering retains ownership of the intellectual property rights of its X-Gate software. Transfort has acquired (purchased) a license to use their software but cannot contract out annual maintenance of the product to a different vendor. Mentor Engineering has been a responsive and responsible contractor throughout their term of service to the City. Basis for price: Support costs for 2012/2013 are 5% higher than the previous year's cost of $3,895. This is still a fair and reasonable price as it is the first time in years that Mentor has raised the annual cost. 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 Ins Independent Cost Estimate Date of Est mate: 9/122012 Contract Type: Existing Contract or PO (YIN): N Description of Goods (A) of Services (B): Mentor Engineering A.+.ual Software Support & License Costs ,a obtained the following estimate from; Published Price List Past Pricing (date) 722/11- Support & Software License oast for 201112012. ,ring or Techincal Estimate (performed by) indent TNrd Parry Estimate (performed by) Other (specify) Cost Estimate Details: (Estimate calculatafl in US Dollars) Cost of Standard It... Product 7 2011/2012 I CPI I TOTAL Notes/Data Source 2011/2012 Mentor Support&Sofcvam Licence Costs $ 398500 $ 79.70 $ 4,064,70 Total 1 $ 3,985.09 1 $ 79.70 1 $ 4.064.70 B Estimates are based on past pricing plus 2%Increase forthe 2011 CPI increase. S:\Tr msfortlAdm mRnamolal Coordinator- Kamio.rchasing-GenemNCE - 2012 Merdor MalnteranLe.%IS2012-X-Gate Maintenance 9y;y2012 Search -Current Exclusions > Advanced Search > Multiple Names > Exact Name and SSNf > MyEPLS > Recent Updates > Browse All Records View Cause and Treatment Code Descriptions > Reciprocal Codes > Procurement Codes > Nonprocurement Codes Agency & Acronym Information > Agency Contacts > Agency Descriptions > State/Country Code Descriptions OFFICIAL GOVERNMENT USE ONLY > Debar Maintenance > Administration > Upload Login ExcWd'ed! Pao- es; Iist System Results I Search Results for Parties Excluded by Firm, Entity, or Vessel : Mentor Engineering As of 18-Sep-2012 11:35 AM EDT Save to MyEPLS Your search returned no results. 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