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HomeMy WebLinkAbout105732 GFI GENFARE - PURCHASE ORDER - 9131974Fort Collins Date: 04/18/2013 Vendor: 105732 GFIGENFARE PURCHASE ORDERPO 913197er Page 131974 1of5 This number must appear on all invoices, packing slips and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 751 PRATT BLVD ELK GROVE VILLAGE Illinois 60007-5114 6570 PORTNER ROAD CITY OF FORT COLLINS Colorado Delivery Date: 04/18/2013 Buyer: ED BONNETTE Note: Integration Licenses for GFI Genfare Farebox integration to ATIS System from Clever Devices. Per email quote from Mark Mahon to Richard Duckworth dated 3/19/2013. Licensing fee $175.00 per farebox (one time fee) x 35 fareboxes = $6,125.00 Line Description Quantity UOM Unit Price Extended Ordered Price I GFI Integration Licenses OTY 35 @ $175.00/EA 1 LOT LS 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. 6,125.00 Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by John Stephen, CPPO, CPPB 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 FEDERALLY REQUIRED AND OTHER MODEL CLAUSES APPLICABILITY OF THIRD PARTY CONTRACT CLAUSES (excluding micro -purchases, except for construction contracts over $2,000) GFI Genfare is a wholly owned subsidiary of SPX Corporation of Charlotte, North Carolina. Purchase Order is for GFI Genfare Farebox Integration Licenses. TYPE OF PROCUREMENT 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 X All All All All All Civil and Criminal Fraud Access To Third Party X All All All All All Contract Records Changes to Federal X All All All All All Requirements 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 X All All All All All Enterprises DBEs Incorporation o(FTA) Terms X All All All All All Suspension and Debarment NA >$25,000 >$25,000 >$25,000 >$25,000 >$25,000 Bu America NA >$100,000 >$100,000 >$100,000 Resolution of Disputes, NA >$100,000 >$100,000 >$100,000 >$100,000 >$100,000 Breaches, or Other Litigation 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 NA Involves foreign Involves foreign air Involves foreign Involves foreign Involves foreign air transport or travel transport or travel air transport or air transport or transport or travel b air travel travel Davis -Bacon And Copeland Anti- NA >$2,000 (including Kickback Acts ferry vessels Contract Work Hours And Safety NA >$2,500 (except >$2,000 (including Standards Act transportation >$2,500 ferry vessels) services) Bonding NA $100,000 Seismic Safety NA A & E for New Buildings & New Buildings & Additions Transit Employee Protective NA Transit Operations Agreements Charter Bus NA All School Bus NA All Drug Use - Testing and Alcohol NA Transit Operations Misuse - Testing Patent Rights and Rights in Data NA Research & and Copyright Requirements Development Energy Conservation X All All All All All Recycled Products NA Contracts for items Contracts for items Contracts for items designated by designated by designated by EPA,when EPA, when EPA, when procuring $10,000 procuring $10,000 procuring $10,000 or more per year or more per year or more per year Conformance With ITS National Architecture X ITS Projects ITS Projects ITS Projects ITS Projects ITS Projects ADA Access NA A & E All All All All Bus Testin NA All Pre -Award And Post Delivery NA All Audits SPX CORPORATION DUNS: 006024129 CAGE Code: 1PIQ6 Status: Active Entity Overview Entity Information Name: SPX CORPORATION Business Type: Business or Organization POC Name: None Specified Registration Status: Active Expiration Date:05/31/2013 Exclusions Active Exclusion Records? No SAM I System for Award Management 1.0 Note to all Users: This is a Federal Government computer system. Use of this system constitutes consent to monitoring at all times. 13515 BALLANTYNE CORPORATE PL CHARLOTTE, NC, 28277-2706, UNITED STATES IBM v1.863.20130412-1616 ® 7 7 WWW1 ® ® us) Title: GFI Genfare Farebox Integration Licenses Date: 4118/13 CONTRACT CHECKLIST FOR NON-COMPETITIVE PROPOSALS (SOLE SOURCE) Checklist Item Contract File Comments Location 7) Independent Cost Estimate The City made and documented an ICE completed 4/12/2013. 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 NA 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 NA 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. FTA'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 of past performance, and financial and 1. Yes technical resources. 2. Yes 1. Appropriate Financial, equipment, facility 3. Yes and personnel. (Y/N) 4. Yes 2. Ability to meet delivery schedule. (Y/N) 5. 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 remedies Yes 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.) (2) Public exigency for the requirement did 1. Yes 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 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 No eligible for Federal funding, options must be evaluated as part of the price evaluation of offers, or must be treated as sole source awards. 42) Written Record of Procurement History The file contains records detailing the history of this procurement. At a minimum, these 1. Yes records include: 2. Purchase Order selected. (1) the rationale for the method of 3. Yes procurement, 4. 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 was better No 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 No does not contain advance payment provisions or, if it did, prior written concurrence was obtained from FTA. 46) Progress Payment Provisions The contract contains progress payments based on costs incurred (as opposed to percent of completion) and the contract contains a provision giving the grantee title to No property (materials, work in progress, and 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 No type contract. 49) Liquidated Damages Provisions This contract contains liquidated damages provisions and the assessment for damages No 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. 1. No 2) The procurement file contains: Price 2. Yes reasonableness determination. 56) Clauses This contract contains the appropriate FTA YeS required clauses. System for Award Management SAM run for SPX Corporation of (SAM) SAM run and include in the file. Charlotte, North Carolina 4/18/13. GFI Genfare is a wholly owned subsidiary of SPX. Fort Collins PURCHASE ORDER PO Number Page 9131974 2of5 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. 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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by John Stephen, CPPO, CPPB 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 9131974 3of5 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 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. 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. qtcsl 14- Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by John Stephen, CPPO, CPPB 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 art Collins PURCHASE ORDER PO Number Page 9131974 4 of 5 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 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. 9. Conformance with ITS National Architecture To the extent applicable, the Contractor agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU §'5307(c), 23 U.S.C. § 512 note, and follow the provisions of FTA Notice, " FTA National ITS Architecture Policy on Transit Projects," 66 Fed. Reg. 1455 et seq ., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by John Stephen, CPPO, CPPB 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: $6,125.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order'l endr s and CondifionS Page 5 of 5 I. COMMERCIAL DETAILS. Tax exemptions. ❑y spmute the City of Fort Collins ls exempt from state and local taxes. Our Exemption Number is I L NON WAIVER. 98-04502. Fedm1 Excise Tax Exemption Camomile of Registry 84-600i is registered with the Collector of Failure of fire Purchaser to insist upon side: performance of the remts and conditions repair, failure or delay to plantar Rasmus, Larval, Colorado (Ref Colorado Succeed Sutures 1973. Chapter 39-26. 114 (a). exercise any rights or comedies pmvired herein or by law, failore to promptly notify the Seller in the event of a bmacM1, the acceptance of or Retailer for goods hereunder or approval arm, design, shall not release the Seller of Goods Rejected, GOODS REJECTED due to failure to meet specifcmiotn, either when shipped or due to defects of pay of the waraties or obligations of this purchase oMer and mall not be doemed a waiver of any light of the 6 page in transit copy be returned r. you for credit and are not m be replaced except upon receipt of wnnen purchase, to insist upon strict performance hereof or any of its rights or remedies pa to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any pupponed am] modification or rescission of this purchase order by the Purcbma equal as a waiver of any of the rears' Inspection. GOODS are subject o the City of Too Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, se r equipment in response to this order can I I R result in 12. ASSIGNMENT OF ANT USI' CLAIMS. authorized Pion the pan of the City of Fort Collins. However, it is In be understood that FINAL Sella and the Purchaser recognize that in annul economic practice, overcharges nestling from protons, ACCEP'ITNCli is defendem upon completion of all applicable requi red inspection procedures. violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration our execmfng this land use order, the Seller no,by ..signs to the Purchaser any and all claims it may now have or hereafter Faefgb,'I"eons. Shipmctn, mist be F 0.13., City of Fort Collins, 700 Wood Sr, Icon Collins, CO 80522, nnless acquired under Rdcml or sent imtiwst lows for such uvarrolopi relating in the Forticator goods or servmcs otherwise specified o a pbf,oiler-Ifpemmi.... u is g,,,a1.prcpayfraud, and charge wrnmmly, the original freight powhused or acquired by the Purchaser pursuant to this purchase order. bill must uecommnv invoice. Additional charges for lockup will not be scented. Shipment Distance. Where manufactureas have disMbming pram, al various pains at'the comtry, shipment is expected from the newest distribution point ,o de,manu o, and excess burnt will be deducted from Invoice when shipments are made from greater distance. Puppies. Seller shall procure at sell, sale cost all necessary permits, cenifieatcs and licenses required by all applicable laws, regulations, columnar, and mlcs of file state, municipafiry, act or political suaivencip whale the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further pgrees of hold the City of Fort Collins hapless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, falls and requirements. Authorization. All Team, to this rampart agree that the representatives all. in fact bona fide and possess full and complete .,badly to bind said parties. LIMITATION OF TERMS. Ibis PurcM1ase Order expressly limits acceptance to the team and conditions shaped herein set forth and any supplementary or additional.emu and canditfum annexed here,. Or iremproted herein by reference. Any additional or different erms and conditions proposed by at ire objected,. vad hereby rejected. 2. DELIVERY. PLEASE AIJVISB PURCHASING AGENT immediately if court make wmpletc shipment, aria, an your promised delivery dine as noted. Time is of the essence. Delivery and peformance and be inertia within the fime stated on the purchase alder and the documents; at,ebcd Rcrcto. No oats of the 11.rcbuse.. including, without li,iuufou, ac«,tame of partial la,a deliveries, shall Ontario as it waives or this provnsmn In rho even, of any delay, the Pumbasa shall have, in mouton to offer legal and equitable remedies, the option of placing this oMer elsewhera and balding fiat Seller Gable to, &apes es. Hawevea file Seller shall not be liable foes damages am a rood, of delays due to causes not reasonably foreseeable which are beyond its reasanable carnal and without its fault of negligence, such ach, of God, nets ofcivil or military aulhondes, gmvemmcrom Earmarks, fires, strikes, flood, epidemics, wars or non; provided than notice of fhr mndaiom causing such delay is given to the Purchaser within five (5) days of the time when the Seller fiat received knowledge thereof. In the event orally such delay, the date of delivery sill be extended for the periW equal to the time aurally Really resaa of the rally. 3. WARRANT. The Seller ummnu tar .II gam, aeries, mama], and work covered by this polar will lanfmmf with applicable drawings, specifications, samples andoor other dacnptions given, will be fit for the purposes intended, and performed with be highest degree of are and conference in tosorb nee with accepted sfroards for work of a similar op are. Ill Seller agrees to hold the purchase, bamby,, from any lass, damage or expense shier the Purchaser may suffer or incur on account of the Sellers breach of what The Sella shall replace. repair or At goad, without cost to the purchase, any defects or faults arising within one (1) year or within such longer pmod of time a may be prescribed by law or by the terms of any applicable warranty provided by the Seller after the dam of acceptance of the goods famished hereunder (acceptance not to be unn amiably delayed), resulting fmm imperfect or defective work dune or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall no, institute a waiver of any claim under this warreory. Except as orhctwise provided in ,his purchase order, the Sellers liability hereunder simll extend to all damages proximately caused by the breach of any of the foregoing warranics or Somehow , ban each Iobil fry shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCIIAN I All ILI IY Olt OF FITNESS FOR PURPOSE SIIA Ed. APPLY. 4. ICE ANGLE IN LEGAL TERMS. Ill Purchaser may make changes to Icgal mmn by wnnen change order. S. Cl LANCES IN COMMERCIAL TERMS. If, Purchaser may make any changes m the temp, other than legal tariffs, including additions to Or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change effects the amount due ratio If., ofperformance hereunder, an equitable agiampam shall be made. 6. TERMINATIONS. The Purchaser copy at any time by written change order, armimate this agreement as to any or all poniors of the goods then not shipped, subject, any equitable ad uagrou m bemeen the pairs m to any walk or materials then in Progress Provided fhu he Purchaser shall an be liable far any claims far amici,med Faults on the unmmpletM Portion of the goods .ndor work, for incidental or consequential equages, and that no such adjustment be made in favor of elm Seller with respect many goods abort are the Sellers standand sack. No such nomination shall relieve the Purchaser or the Seller army ofthcir obligations as to any goods delivered Remainder. I. CLAIMS FOR ADJUST MENT. Any claim for adjustment must be asserted within thirty (30) days from (lie date the change or Nomination is ordered. 8. COMPLIANCE WE I'If LAW. The Seller warrants that ill goods sold hereunder shall have been produced, sold, delivered and famished in stalat anmpran- all, all al,oh,mle Imes and regulations to which the goods sere otbject. "the Seller shall execute and deliver such dacuancol, as any be required to effect or evidence compliance. All laws and regulations required to be rmitwor ned in agr annears of this brouter are bareby incorporated herein by this reference. Eric Seller agrees fo indemnity nod hold the Purchaser armless From all cost and damages suffered by the Purchaser.re a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall ensign, trumfeq or convey this alde, or any monies due or a became due hereunder red o n the prior written comment of the.,he, pay. 10. TITLE. The Sell,, wurranm fall, clear and announced tide m the Purchaser far.11 equipment, mammals, and items famished n perfamfance of this agreement, face and clear of any and all liens, resinctio s, «unm men, security interest mcumbmnces and claims of offers. 13, PURCI I ASIil25 ITRFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Sell,, to conic, noacn mearamg ar defective goads by a data to be agreed upon by the Purchaser vad the Seller, axed life Seller thews far indicates ifs inability for unwillingness no comply, the Parch.,, may cause he work po be performed by the must expectations means available I. it, and the Seller shall pay.11 costs associ.,ed with such work. The Seller shall release the Purchaser and to contractors of any tier from all liability and claims of any nacre comfong from the performance of such work. Up, releae shall apply even in the meat of real, of negligence of the Party released aid shall extend fat the directors, all and employees c fmch pony. The Sellels contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or expand to be performed by the Purchaser. 14. PATENTS. Whenuer the Seller is required to use any design, device, pamnal or process covered by buffer, pa,an,, trademark copyright the Seller shall indemnify slid save harmless the Purchaser from any and all claims far Infringement by reavan of the use of such Resented design, device, material or process in connection with the contract and shell indemnfy the Purchaser for any cost, expense or damage which it may be obliged to pay by reason oration aftmgemem at any time daring the prosecution or after the completion of the work. In case said equipment, or any pan thereofar the intended list of the goods, is in such snit herd to constitute infringement and the use of ,.id equipment as man is efjoined, life Sena shall, at its own expen. and at its option .inner..cure fat ,he Purchaser the right na contintm using said equipment or pans, replace the suns with substantially equal but ponintringing equipment, Or modify it so it becomes nonfnfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bpnlnrnpl, make an aso,amem for the bencfil of credftoal, summer s or bachic far any of the Sellers m ppstarpeny or (, this order muy forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of teats anal or $e interpretation afthe agreement and the rights of all patsies hereunder shall be om.,d miler and g.,a.ad by the laws Drill, Stan of Coloado, USA. The following Additional Conditions apply only in cases where fire Seller is to perform work hereunder, mduding the services of Sellers Represenunve(s), an the premau ofothers. IT. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the same is fully completed and accepted, and shall, in u of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance. complete the work at Seller's own expense and to the satisfaction of the Purchsser. When materials and equipment am famished by mhers for inslnllatiun or erection by the Seller, the Sul lea shall receive, unload, state and handle anw at the site lad became responsible therefor as though such materials and/or equipmem were being fumadical by the Seller under the order. IS. INSURANCE. The Sol let shall, at his own explore, provide for the payment of workers l o rmairtimf, including occupational disease benefits, to its employees employed on or in connection with the work coveml by this purchase order, torpor to their depcndems in accordance with the laws of the spite in which the work ism be done. The Seller shall also carry comprehensive 6eneml liability including bar not limited to, contractual and automobile public habit fly insurance with bodily injury and death limits of at leas) S300,000 far any one person, S500,000 for any accident and property damage limit per accident of S400,000. 'Ire Seller shall likewise require his communal, if any, to put mr, for such compensation and inurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall fumish the Purchaser with a eenfficate ,hat such compensation and insurance have been provided. Such cenfficales shall specify the &a when such compensation and insurance Live been provided. Such certificates shall specify the date when such compensation and inmmnce opfrez. The Eager state¢ the, such tom ara inn and i—.-- shall M name fined until after me entire work is completed and acmptcd. 19. PRO I FILL DON' AGAINST' ACCIDENTS AND D.VNAGES. The Seller hereby assumes the entire responsibilay and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchtuc order or in connarfim Encomia, The Seller will indemnify and had harmless the Purchaser and any cr all of the Purchasers allicers, agents and employees from and against any and all claims, begins, damages, harges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be pot or subject by rairson of any act action, neglect, o m or default o the pan of the Seller, any of his contractors, or any of [lie Sellers or contractors officersagents or emplayces In cap, any suit or other pmoca lm,, shall be bnn..In ngninnt the Pu,Raseo a, ill Offices, agents Or employees in any now on account or by normal of any an, action, neglect, omission or default of the Seller of any of his contractors Or any of its or their ofticea, agents or employees as aforesaid the Seller hereby agrees to assume the defense thereof and to defend the same .she Sellers awn expense, to pay any and all costs, charges, olmmcys fors and other expenses, any end all judgments that may he incurred by or obtained against the Purchaser or any of its or their officers, agents Or employeesin such suits a other proceedings, and in ape judgment m other lien be placed Olson or obtained against thee ormity of the Purchaser, or said pairs in or as a result of such suits or other proceedings, Ire Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contracors shall that all splay precautions, furnish and install all guards necessary for role prevenpinn of accidents, comply with all laws and regulations with mund an safely including but without limltotioa the Occupatiorul Safety and Health Act of 1970 and all toles and regulations issued pursuant thereto. Revised 03R010 City of .City Memorandum DATE: 4/12/2013 TO: Ed Bonnette FROM: Craig Dubin Karl Gannon SUBJECT: GFI Integration Licenses - Justification of Sole Source Transfort f Dial•A•Ride 6570 Fortner Road Fort Collins, CO 80522 970.221.6620 970,221,6285 - fax fcgov.corn Transfort utilizes GFI Genfare fireboxes on its fleet of revenue vehicles. As part of the Scope of Work for the current ATIS contract with Clever Devices, the integration of Clever Device's systems and the GFI fareboxes is referenced. In order to integrate, GFI requires that we purchase a one-time license for each farebox. Because the integration is to the existing GFI system, licensing cannot be purchased through another company. Please let me ]snow if you have any questions that I can answer. Thanks, Karl Karl Gannon City of Fort Collins Transfort / Dial A Ride (970)416-2087 r� iz�- 4yo l �(� � o2,R0�oOp3(. 53332o g2�o2o13 ,7 *af2.-f3ox (acensos je- 3Sr CcAt1=5 Independent Cost Estimate Data of Estimate: 411212013 Contract Type: Existing Contract or PO (Y/N): N Descdptlon of Goods (A) or Services (Bk GFI Genfare Farebox Licenses I have obtained the f tftovnng eetlmato, from; Pubrahed Price lest/ Past Pndng(data) GFI Sales Ducabm(7115=10) for RFFA Soridbf:ion p 11-005 Engineenrg or Techtr Estimate(performed by) Independent Third Parry Esthnate (performed by) Other(Speary) Cost Estimate Detal6: (Estimafe oeleelated In US Dollars) P:ptluet Cost (S/ea� Cast $fee Coot S/ea) NoteslData Source Uelrverad CPllncrease Tob 2010 RFTA Duox R1clni S 175.00 2013 Estimate-35x Farebox Licenses S 17500 S 1350 5 859750 I S 5,597.50 B CPI Increase of 2.5%far 3 Years SATransfonWdminTinancial Coordinator- KzrRPurehaslag- GenamRICE - 2013 GFI Faebox UoensMwsShaetl 411WO13 Karl Gannon From: Craig Dubin Sent: Friday, April 12, 2013 5:14 PM To: Karl Gannon Subject: Fwd: JT1708 Licensing Attachments: image001.gif; image003.png; image004.jpg Does this suffice? Or do I need to get a formal quote? Sent from my Verizon Wireless 4G LTE DROID -----Original message ----- From: Richard Duckworth <rduckworth(a)fcoov.com> To: Craig Dubin <CDubinnafcoov.com> Cc: Katie Ryan <CRvan(a)fcgov.com> Sent: Tue, Mar 19, 2013 19:27:11 GMT+00:00 Subject: Fwd: JT1708 Licensing Sent from my Phone Begin forwarded message: From: "Mahon, Mark" <mark.mahonC�spx.com> Date: March 19, 2D13, 1:16:17 PM MDT To: Richard Duckworth <rduckworth@fceov.com> Subject: RE: JT1708 Licensing V Richard, We show that no licenses have ever been purchased. The licensing fee is $175,00 per farebox, a one time fee. Mark Mahon Director of Sales, Western Region Genfarree 5 P7 1 ratt Boulevard Elk Grove Village, IL 60007 TEL +1 847-871-1115 MOB +1847-222-3639 FAX +1847-593-8870 mark.mahonAspx,corn www.spx.com www.genfare.com The Information contained in this electronic mall transmission is intended by SPX Corporation for the use of the named individual or entity to which it Is directed and may contain information that is confidential or privileged. If you have received this electronic mail transmission in error, please delete it from your system without copying or forwarding It, and notify the sender of the error by reply email so that the senders address records can be corrected. From: Richard Duckworth [mailto:rduckworth(a)fcgov.com] Sent: Monday, March 18, 2013 9:02 AM To: Mahon, Mark Subject: IT170B Licensing Mark, A few years ago we purchased JT1708 cables to run from our CentsABill fare boxes. We are just now getting to the utilization point and wanted to check on any licensing requirements. We have found the invoices but nothing on licensing. If you could clarify if licensing is required and whether that purchase was included in the cost of the cable, we would appreciate it. Thanks, i Richard Duckworth Hardware/Software Specialist rduckworlh(d)a fcgov.com 970,416.2509 Office 970.631.3045 Cell 970.221.6285 Fax Tell us about our service, we want to know.