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HomeMy WebLinkAbout105732 SPX GENFARE - PURCHASE ORDER - 9141483Fort Collins Date: 03/1112014 PURCHASE ORDER Vendor: 105732 SPX GENFARE 751 PRATT BLVD ELK GROVE VILLAGE IL 60007-5114 PO Number Page 9141483 t of 9 This number must appear on all invoices, packing sli s and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 FORTNER ROAD CITY OF FORT COLLINS CO 8052 Delivery Date: 03/10/2014 Buyer: WILSON, JILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 4 x GFI Fareboxes 1 LOT LS Farebox and licenses 31,395.00 In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal clauses apply to this purchase order. 1.NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal 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 Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 at 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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 PO PURCHASE ORDER 914148er Page C117/ of PURCHASE 9141483 z of s F6r} CollinsChis number must appear //_^,,`�—J`-' ` 1 1 on all invoices, packing sli s 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)l, 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. Requirements for Access to Records and Reports by Types of Contract Contract CharacteristicsOperational Service ContractTurnkeyConstructionArchitectural Engineering<shading ="10%">Acquisition of Rolling StockProfessional Services I State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects None None unlessl non-competitive award Those imposed on state pass thru to Contractor None Yes, if non- competitive award or if funded thru2 5307/5309/5311 None None unless non-competitive award None None unless non-competitive award None None unless non-competitive award II Non State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects Yes3 Yes3 Those imposed on non -state Grantee pass thru to Contractor Yes Yes Yes Yes Yes Yes Yes Yes Sources of Authority: 149 USC 5325 (a) 2 49 CFR 633.17 3 18 CFR 18.36 (i) 4.FEDERALCHANGES 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 (General Provision) The (Recipient) may terminate this contract, in whole or in partat any time by written notice to the Contractor when it is in the Government's best interest. The Contractor City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 FF6r-t Collins PURCHASE ORDER PO Number Page 9141483 3of9 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs. B.Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) 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 (Recipient) 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 (Recipient), 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 (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'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 (Recipient) setting forth the nature of said breach or default, (Recipient) 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 (Recipient) 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 (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. E.Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. F.Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient, G.Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PONumber Page City Of 9141483 4 of 9 F6r} Collins oll In `+ This number must appear //_,�.��—J`'' ` ` 1 1�7 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient). H.Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractors right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. the delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. I.Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations it is determined that the Contractor was not in default, City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 PO PURCHASE ORDER 914148er Page C117/ of PURCHASE 9141483 5 of 9 ' `t Collins I„s This number must appear v ` 1 1 on all invoices, packing sli ; and labels. Line Description Quantity UOM Unit Price Extended Ordered Price the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. J.Termination for Convenience of Default (Cost -Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, Flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 6.CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, 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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fogov.mm Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141483 60fg This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 _ %. A separate contract goal [of _ % DBE participation has] [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)). c. (If a separate contract goal has been established, use the following) Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following [concurrent with and accompanying sealed bid] [concurrent with and accompanying an initial proposal] [prior to award]: 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the bidder/offeror' s commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor's commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. [Bidders][Offerors] must present the information required above [as a matter of responsiveness] [with initial proposals] [prior to contract award] (see 49 CFR 26.53(3)). (If no separate contract goal has been established, use the following) The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. d. 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, [the contractor may not hold retainage from its subcontractors.] [is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.] [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.] e. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work I Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 9141483 7 of 9 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. &INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. 9.CARGO PREFERENCE REQUIREMENTS Cargo Preference - Use of United States -Flag Vessels - The contractor agrees: a. to use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of - lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill -of -lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA 10.ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 11.RECYCLED PRODUCTS Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fork 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 of PURCHASE ORDER PO Number Page 9141483 8of9 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price items designated in Subpart B of 40 CFR Part 247. 12.ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 at seq. and DOT regulations, " Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, " Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB' s " Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 9 of 9 1. COMMERCIN.DETAIIS. Tax exemptions. By statute the City of Fort Collins is exempt fmm stare and local mxms. Our Exemption Number is I L NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84.60110587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the rem¢ and conditions hereof. failure at delay to Inmmal Revenue, Denver, Colorado (Ref. Colorado Revised Scrams 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 of or payment for goods hereunder or approval of the design, shall not release the Seller of Goods Rejected, GOODS REJECTED due to failure to meet spmmintiont, either when shipped or due to defects of any of the warranties or obligations of this purchase order and still not be deemed a waiver of any right of the damage in t.-it, may be returned to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hereof or any of its Tiflis Or remedies as ra any such goods, regardless instructions from the City of Pon Collins, of when shipped, received or accepted, as to any prior or subsequent default hemonder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the tams Impation. GOODS are subject o the City of Pon Collins inspector on arrival. hereof. Final Aceepent Receipt of the merchandise, services, or equipment in on,ome Ira this order can mark in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment out the pan of the City of TO. Collins. However, it is to be, understood that FINAL Seller and the Purchaser recognize that in atml « is practice, overchges arresulting film m antitt ACCEPTANCE is dependent upon ccmplelmn of all applicable cram al inspection procedures. violations are in fat horse by the Purchaser. Thereofam nfa good cause and as consideration for executing this purchase We,, the Sell,, hereby assigns 1. the Purchaser any ad all claims it may now have or hereafter Freight Tema'. Shipments must he RO.D, City of Fan Collins, 700 Wood Sr, For Collins, CO 80522, unless acquired under federal in sure antitrust laws for such overcharges relating to the particular golds of services otherwise specified oa this orde, if pcmuission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. hill must accompany invoice. Additional charges for packing will nor be accepled. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS, Shipmmat Distance. Where manufacturers lines doducony points in vanons pans of the country, sIiipmenl is If the Purchase, direct' the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected fmm the nearest distribution ,,all m deuirchi n, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness la comply, the Pumbaa shipments are made fmm greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all calm msocined with such work. Permits. Seller shall procure at sellers sole cost all necessary perm m, certificates and licenses required by ail applicable laws, regulations, ordinances and ales of the stare, anorde paltry, mail or political subdivision where The Seller shall release the Purchaser and to contractors of any our from all liability and claims of any nature the work is performed, or required by any other duly eomtituted public authority having Forstmann over the work resulting fmm the Performance of such work_ of vendor. Seller further agrees to hold the City of Fart Collins harmless from and against all liability and loss incurred by them by reason of an acsened or established violation of any such laws, regulations, ordinances, roles This release shall apply even in the event of fault of negligence of the party rebound and shall extend to the and remmarr enm. directors, officers and employees i fmch party. A ilramealion. All pane,, lm this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. IAM I'I'ATION OF TERMS. Thies Purchase Order expressly limits meeplaneo to the terms and conditions suited herein set forth and any supplementary or additional teats and conditions annexed hem,. or incerpomted 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 ifyou cannot make complete shipment to arrive on your promised delivery date as noted Time is of the essence. Delivery and peif.an.. mat he efR ted within the time sated on the purchac arch and the documents attached harm. No an. of the Purchasers including• v'ilhom Emblem , acceptance ofpaniol late delivma, shall opemm as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and o,olable remedies, the option of placing this Oder elsewhere and holding the Seller liable for damages. Blame, the Sell,, shall cal 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, acm of civil or Oil fin,, authorities, governmental priorities, fires, strikes, flood, epidemics, wars or dmu provided that r o dive 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 lust by reason of the delay. 3. WARRANTY. The Seller wal Hoar all gauche. anicln, mauriam and work covered by this order will conform with applicable drawings, sweificitom, samples and/or other descriptions given, will he fit for the puryoses intended, and performed with the highest degree of care and campeleuce in accordance with accepted standards for walk 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 wmmnty. The Seller shall replace, repair or make good, without cast to the purchaser, any defects or faults mining within one (1) year or within such longer period of time as may be prescribed by law or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect Or defective work done or nmmrii is Pornished by the Seiler . Acceptance or use of goads 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 of any of the foregoing warranties or guammas, 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 an. by wriman change order 5. CI IANGES IN COMMERCIAL TERMS. Fire Pushover may make any changes to the terra, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or wdnen change order. If any such change affects the amomn due or the farm ofperformance hereunder, tar equitable adjustment chat be made. 6. TERMINATIONS. The Purchaser may at any time by written change aide, terminate this agreement as to ony or all portions of the goods then not shipped, subject lu any equitable adjustment between the panics as to my work or materials then in progress provided that the Purchaser shall rot be liable for any claims for anticipated prafts on the uncompleted portion ofthe goods mallor work, for incidental or consequential damages, and that no such adjatn t h it, in faro, of the Seller will respect to any good which are the Sellers staMaN stock. No such termination shall relieve the Purchaser or the Seller ofany of their obligations m in any goods delivered hereunder. 9. CLAIMS FOR ADJUSTMENT. Any claim for adji stmem must be asserted within thirty (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and fumished in strict compliance with all applicable laws and uIttlatios to %Rich the good' art subject. The Seller shall execute and deliver such documents as may he acquird 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 hold the Purchaser harmless fmm all costs and daemon, suffered by We Purchaser as a recall of the Sellers failure To comply will such law. 9. ASSIGNMENT. Neither party shall assign transfer, or convey this order, or my monies due or to become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Seller wammis NOT, dear and amestriccd title to We Purchaser for al I equipment, materials, and items fumished in pnormmce of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. Ile Seller's cantractual Obliyllom, including warranty, shall not be deemed to be reduced, in any way, became such work is performed or caused to bepe-formed by the Parachute,. 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 al I claims for infringement by mrsom of the use of such formed design, device, mcurawl or process in Tomeranno with the cantmq and shall indemnify the Purchaser for any Toll, expense or damage which it may be obliged to pay by reason of such infringement m any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof or the meaning use of the goods, is in such suit held to romtitute infringement and the am of said equipment or pan is enjoined, the Seller shall, in its own expense and at its option, either procure for the Purchmer the right to continue using said equipment or puts, replace the same with substantially equal but nounGnging equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or Tankard, make an ass,pallm for the bared of crcdicrs, appoint a receiver or torstee for my of the Sellers property or business, this order may fanhwiih be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitiom oftcmu used or the interpretation of the agreement and the rights of all ponies hereunder shall he communal order and governed by the laws of the State i fColomd, USA. The following Additional Condniam apply ody in cases where the Seller is to Perform work hereunder, including the services of Sellers Representative(sk on the premises afoul 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the same is fully completed and accepted, and shall, in e of any accident, destruction or injury to the work enNor malenals before Seller's final wmpl,firm and acceptance, complete the work at Sellers awn expense and to the satisfaction of the Purchaser. When materials and equipment are furnished 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 amVor equipment were being f fished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own cxpeme, provide fo the payment of workers compensation, including Occupational disease benefits, to its employees employed on or in connection with the work coveld by this purchase order, andeor to their dependents in accordance with the laws of the sure 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 al least $300,000 for any one person, 5500,000 for any one accident and property damage limit per accident of 5400,000. The Seller shall likewise require his eontrators, if any, to provide fur such compensation and Insurance. Before any oche Sellers or his contractors employees shall do any work upon the premises of mIl the Seller shall Wmgsh the Purchaser with a cent elm, that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such cenifcates shall specify the date when such compemation and insuranceexpires. The Seller agrees that such compensation ad imurance shall he maintained until ,free the earn work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire mspomibility and liability foray and all damage, loss or injury ofmy kind or nature whatproper, oever to persons at propecaused by or resulling fmm the execution ofthe work providd for in this purchase order or in connection herewith. The Serer will indemnify and hold harmless the Purchaser and any r all of the Pumh was off.,agents and employees from and against any and all claims, losses, damages, charge, a,expert whether direct or indirect, and whether to persons or property 1. which the Purchaser may be put or subject by reason of any an, action, neglect collision ar default con the pan Of the Seller, any of his comments, 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 ofcm, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend We same at the Sellers own expense, in pay any and all casts, charges, amorri fees and other expenses, my and all judgmenm th it may be incurred by or obtained agaimt the Purchaser in any of its or their officers, agents or employees in such suits or mMr pmcedings, and in was judgment or other lien be placed upon or Obtained against the property ofthe Purchaser, or said pudic; in or as a result ofsuch swim or other proceedings, Me Seller will at once cause the same to be dissolve and discharged by giving bold or mthervdse. The Seller and his contractors shall take all safety procautions, 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 I leallh Act of 1970 and at I rules and regulations issued pursuant thereto. Revised 03/2010