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Home My WebLink About452938 IN MOTION TECHNOLOGY INC - PURCHASE ORDER - 9132150Fort Collins Date: 04/29/2013 PURCHASE ORDER Vendor: 452938 IN MOTION TECHNOLOGY INC SUITE 350 625 AGNES STREET NEW WESTMINSTER British Columbia V3M 5Y4 PO Number Page 9132150 1 of 6 This number must appear on all invoices, packing slips and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 PORTNER ROAD CITY OF FORT COLLINS Colorado Delivery Date: 04/29/2013 Buyer: ED BONNETTE Note: PER QUOTE FROM MARGOT HOLMES TO RICHARD DUCKWORTH DATED 4/19/2013. Line Description Quantity UOM Unit Price Extended Ordered Price 2013 Annual Maintenance Fees 1 LOT LS 10,722.50 onboard OMG system In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal clauses apply to this purchase order. 1. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801, et seq . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a L?1(-CS11U - 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 �4t_G 44f353 �vye CO �+tiv�C .^. Vim: 4z293S 350-625 Agnes Street MOTION OTI VGv�s-cR- `t _ New Westminster, BC VCa 5Y4 -� J� (� �.2-SO Canada "M' / n 866.468.296E (T) TECHNOLOGY (c: tqc>,az 1-S33310 Q24o 20(3 vwnw.inmotio6D4.648.962ntechrwlogy9com ",loll AWI)AL- Mtialud�gac�' Created Date 19/0412013 Quote Number IMT-00000139 Expiration Dale 31105/2013 Shlpping Terms: FOB Origin Our Tax I D: 86066643RM001 Terms: Net 30 OAC(See Notes) Prepared By Margot Holmes Contact Name Richard Duckworth Phone (604) 523-2371 Phone (970)416-2509 E-mall margotholmes@inmotiontechnology.com Email rduckworlh@fcgov.wm Fax (604) 648-9629 Fax (970)221-6285 Bill To Name City of Fort Collins Transfort Ship To Name City of Fort Collins Transfort Bill To 250 N Mason Street Ship To 250 N Mason Street Fort Collins, Colorado 80524 Fort Collins, Colorado 80524 United States United States IMTSUP100512 onboard Mobile Gateway Platinum Support One Year IMTSUP551S onBoard Mobility Manager VM/Appliance Server Support - Annual IMTSUP551C onBoard Mobility Manager oMG Client Support -Annual IMTSUP552 onBoard Mobility Manager onBoard Tracker Application Support -Annual 47.00 31 P2o rt from July 1, 2013 to June I $189.00 $8,883.00 $8,883.00 1.00 Legacy pricing. Support from July 1, 2013 to June 31, 2014 47.00 Legacy pricing. Support from July 1, 2013 to June 31, 2014 47.00 Legacy pricing. Support from July 1, 2013 to June 30, 2014 - Grand Total $500.00 1 $500.00 $30.001 $775.501 $775,50 $25.001 $564.001 $564.00 $10,722.50 Notes .. .. 1. This Quotation does not indude any applicable axes. Customer accepts responsibllity for remitting any additional provincial, state, or federal sales, use, excise, or services tax that may apply to this transaction In accordance with appropriate laws. If the transaction Is exempt from such taxes, Custormr will provide an Exemption Certificate or other required documentation to In Motion. 2. By (a) remitting a purchase order (,PO") to In Motion Technology Inc. ("In Motion') for purchase of In Motion's products or services, (b) placing an order for In Motion's products or services through any manner whatsoever (including by email, fax, or telephone), or (c) by signing at the bottom of this document (this "4uetation") and submitting It to In Motion, the customer ("Customer') hereby a pts and agrees to: (i) In Mollon's Standard Temps and Conditions of Salo (v..inmotiontechnology.wrNtennsandwnditiensofsala'); (if) In Motion's Standard One Year Umited Warranty (www.inmotiontechnology.corntwarranly/); (III) In Motion's Software License Agreemem (e .inmotlontechndogy.comisoftma license -agreement!); and (iv) In Motions Extended Support Terms (as specified in the PO, above In this Quotation, or otherwise selected by Customer (evawv.innwtiontechnology.con✓extended-support-terr (collectively, the "Terms and Conditions"). all as attached to this Quotation or otherwise available on In Motion's websile. Customer hereby acknowledges and agrees that the Terms and Conditlons will govern Customer's purchase of In Motion's products or services. 3. In order to benefit from the pricing set forth In this Quotation, CustomervAll remit a PO referencing this Quotation via fax to 604-648-9629 a via e-mail to aders@inmotiontechnology.co n. The remitted PO will be confirmed by In Mellon within 3 business days of rewipt. 4. Payment Terms: Net 30 days on credit approval. 1.5%per month Interest will be charged on past due amounts. Payment accepted by VISA or bank transfer, except as otherwise specified In the Terms and Conditions. .�r IN MOTION TECHNOLOGY 350 - 625 Agnes Street New Westminster, 6C V3M 5Y4 Canada 866.468.2968 (T) 604.648,9629 (F) www. inmotiontach nology.com 6. Standard delivery of purchased products will be within 8 weeks of PO subject to stock availability. This may be expedited for Customer as required for additional fees. Actual shipping date will be confirmed by In Motion when complete. 6. Trial units delivered to Customer will carry a 30-day money back guarantee. A 15 % restocking fee applies to any returned units. 7. Customer is responsible for shipping charges. In Motion ships via UPS overnight or via customers preferred freight company using customers account number. 8. Customers PO Is subject to after -sales warranty obligations which may require In Motion to troubleshoot, test, and/or train the customer on use and applications of Its products as set forth in the Terms and Conditions. 9. To the extent there are any inconsistencies between the Customer's PO and the Terms and Conditions, the Terms and Conditions will govern. 10. For orders over $10D,000, In Motion may require and Customer will agree to 30%of the order amount as a deposit. This deposit will be held as a retainer against the final delivery of product and/or professional services. 11. With respect to Customers purchase of In Motion products and services as specified In a PO or this Quotation, In Motion is not liable for any amounts greater than those received by It under the PO or this Quotation or otherwise in accordance with the Terms and Conditions. Fo"`Yrri�ns Date of Estimate: 4/22/2013 Contract Type: Existing Contract or PO (Y/N): Y Independent Cost Estimate In Motion Annual Hardware Support & Software DescnpUon Of Goods (A) or Services (B): License Costs I have obtained the following estimate from; Published Price List / Past Pricing (date) 5/2912012 Engineering or Techincal Estimate (performed by) Independent Third Party Estimate (performed by) Other (specfiy) Cost Estimate Details: (Estimate calculated in US Dollars) Cost of Standard Items Product 2010 2011 2012 CPI 2013 Projected 201112012 In Motion Hardware Support & $ 9.150.00 S 10,260.00 $ 10,260.00 $ 205.20 $ 10.46520 Usence Upgrades otal $ 14a6s.2g B Estimates are based on past pricing plus a 2% increase for the 2013 CPI increase. C Note: Actual costs may vary per product depending on number of fleet vehicles S:\Transfort\Sharedtl teoh\INMOTIONI,Servloe Commcts\2013\ICE - 2013 In Motion Maintenancex14012 4/222013 Cott' of Fort Collins Memorandum DATE: April 22, 2013 TO: Ed Barnette FROM: Karl Gannon Transfert I Dial -A -Ride 6570 Portner Road Fort Collins, CO 80522 970.221.6620 970.221.6285 - fax fogov.com SUBJECT: 2013 In Motion Annual Maintenance Fees -Justification of Sole Source & Cost In Motion retains ownership of the intellectual property rights of its software. Transfort has purchased a license to utilize their software but cannot contract out annual maintenance of the product to a different vendor because of the intellectual property rights. The quote received from In Motion for $10,722.50, represents a 4.5% increase over the 2012 cost for similar service and exceeds the ICE by $257.30. We find this cost to be reasonable because there was no increase in the 2012 cost over the 2011 cost and in effect, the 2013 increase includes a built-in increase for 2012 that is consistent with a 2.2% annual increase for inflation. Please contact me with any questions. Thanks, Karl Karl Gannon City of Fort Collins Transfort / Dial A Ride (970)416-2087 VIW%i3 In Motion Technology Inc DUNS: 240803606 NCAGE Code: LOSQ4 Status: Active Entity Overview Entity Information Name: In Motion Technology Inc Business Type: Business or Organization POC Name: None Specified Registration Status: Active Expiration Date:02/14/2014 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. 625 Agnes St Suite 350 New Westminster, BC, V3M SY4, CANADA IBM v1.863.20130412-1616 WWW1 City of �,.F6rt Collins PURCHASE ORDER PO Number Page 9132150 2 of 6 rhi:number must appear ll invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. 4. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. 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 qfccs,1�114 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 Fort Collins PURCHASE ORDER PO Number Page 9132150 4of6 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 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 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 Fort Collins PURCHASE ORDER PO Number Page 9132150 3 of 6 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 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 �,.For_t Collins PURCHASE ORDER PO Number Page 9132150 5of6 This number must appear on all invoices, packing slips and labels. Line. Description WUMILILy UOM Unit Price CALCIIUCU 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. 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Fort Collins requests which would cause the City of Fort Collins to be in violation of the FTA terms and conditions. 9. 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. 10. 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. qi-CS11t - 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: $10,722.50 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 6 of 6 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number, is I L NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, .shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be retuned to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hermfor any of its rights or remedies as to any such goods, regardless instructions from the City of Fart Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. 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 part of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Far Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destiction, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificales and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Port Collins hornless from and against all liability and loss inured by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All ponies to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, Rood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms ofany applicable warranty prmided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal tents by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties at to any work or materials then in progress provided that the Purchaser shall not he liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or ternination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods are subject The Seller shall execute and deliver such documents m may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and held the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title m the Purchaser for all equipment, materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller m correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, 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 all costs associated with such work. The Seller shall release the Purchaser and its convectors of any tier from all liability and claims of any nature resulting from the performance ofsech 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 ofsuch party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed 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 letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of all parties hereunder shall be constmed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at 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 Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are famished by others for installation or 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. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the laws of the state in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least S300,000 for any one person, S500,000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. the Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify, and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his contmaors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the 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 and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property ofthe Purchaser, or said parties in or as a result of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03/2010 FEDERALLY REQUIRED AND OTHER MODEL CLAUSES APPLICABILITY OF THIRD PARTY CONTRACT CLAUSES (excluding micro -purchases, except for construction contracts over $2,000) 4/29/13: InMotion 2013 Annual Maintenance Fees, onboard Mobile Gatewav systein 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) X >$10,000 >$10,000 >$10,000 >$10,000 >$10,000 Disadvantaged Business X All All All All All Enterprises (DBEs) 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, Breaches, or Other Litigation NA >$100,000 >$100,000 >$100,000 - >$100,000 >$100,000 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 vear 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 Testing NA All Pre -Award And Post Delivery NA Audits All Small Purchase of: 4/29/13: InMotion 2013 Annual Maintenance Fees,'onboard Mobile Gateway system CONTRACT CHECKLIST FOR SMALL PURCHASES Checklist Item Contract File Comments Location 7) Independent Cost Estimate Yes, ICE prepared 4/22/13 The City made and documented an independent cost estimate before receipt of proposals. 9) Unreasonable Qualification No, Transfort cannot contract out Requirements maintenance of the product to a This solicitation did not contain unreasonable different vendor because of the requirements placed on firms in order for intellectual property rights 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 Transfort cannot contract out Brand Name or Equal. When it is impractical maintenance of the product to a or uneconomical to provide a clear and different vendor because of the accurate description of the technical requirements of the property to be acquired, a intellectual property rights "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 No. Transfort cannot contract out The contract period of performance for rolling maintenance of the product to a stock and replacement parts does not exceed different vendor because of the five (5) years inclusive of options without prior intellectual property rights written FTA approval. For all other types of contracts, the procurement file contains evidence that the contract term is based on sound business jud ment. 23) Price Quotations Quote received from InMOtion Price or rate quotations were obtained from 4/19/2013. Transfort cannot an adequate number of qualified sources. contract out maintenance of the product to a different vendor because of the intellectual property rights 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. Price Quotation and previous Either a cost analysis or a price analysis was purchase. 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. Yes History 2. Contract type will be The file contains records detailing the history Purchase Order of this procurement. At a minimum, these 3. Yes records include: 4. Yes (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. System for Award Management SAM report run 4/29/13; no (SAM) SAM run and include in the file. exclusions