HomeMy WebLinkAbout187499 POUDRE FIRE AUTHORITY - PURCHASE ORDER - 9142453of
Fort Collins
Date: 05/02/2014
PURCHASE 'RDERPO
914245er Page
742453 sofa
This number must appear
on all invoices, packing
sli s and labels.
Vendor: 187499
POUDRE FIRE AUTHORITY / NCRCN
102 REMINGTON ST
FORT COLLINS CO 80524
ShIp To: TRANSFORT BUS FACILITY
CITY OF FORT COLLINS
6570 PORTNER ROAD
CITY OF FORT COLLINS CO 8052
Delivery Date: 05/02/2014 Buyer: WILSON, JILL
Note: 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 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
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.
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
Fort Collins
PURCHASE ORDER
PO Number Page
9142453 20f8
This number must appear
on all invoices, packing
sli s and labels.
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)(1 1).
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
=" 10V>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 thruto Contractor Yes Yes Yes Yes Yes
Yes Yes Yes
Sources of Authority: 1 49 USC 5325 (a) 2 49 CFR 633.17 3 18 CFR 18.36 (i)
4.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.
53ERMINATION
A.Termination for Convenience (General Provision) The (Recipient) 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 (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
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
Fort Collins
PURCHASE ORDER
PO Number Page
9142453 3o18
This number must appear
on all invoices, packing
slips and labels.
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
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).
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 914245er Page
C117/ of PURCHASE
9142453 ° °f 6
' `t Collins
lins This number must appear
V ` on all invoices, packing
sli s and labels.
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 Contractors right to proceed with the
work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work.
The Contractor's 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,
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
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.com
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Fort Collins
PURCHASE ORDER
PO Number Page
9142453 50f8
This number must appear
on all invoices, packing
sli s and labels.
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 at 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 _ %. A separate contract goal [of _ % DBE participation has] [has not] been
established for this procurement.
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
Fort of
PURCHASE ORDER
PO Number Page
9142453 6 of 8
This number must appear
on all invoices, packing
slips and labels.
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 aseparate 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/offerors 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
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
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.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
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.com
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Fort Collins
PURCHASE ORDER
PO Number Page
9142453 7018
This number must appear
on all invoices, packing
sli s and labels.
Energy Policy and Conservation Act.
Line Description Quantity UOM Unit Price Extended
Ordered Price
Regional Comm Network Access
2014
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.00m
1 LOT LS
5,000.00
Total $5,000.00
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Tends and Conditions
Page 8 of 8
1. COMMERCDM.DETAIIS.
Tax exemptions. By swum the City of Fort Collins is exempt from suite and local taxes. Our Exemption Number is
11. NON WAIVER.
98-04502. Federal Excise Tax Exemption Certificate of Registry 84 6000587 is registered with the Collector of
Failure of the Purchaser to insist upon saict Performance of the terms and conditions hereof, failure or delay to
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Smmtes 1973, Chapter 39-26, 114 (a),
exercise any rights or remedies provided herein or by law, failure an promptly notify the Seller in the event of a
breach, the acceptance ofr payment for goods hereunder or approval ofthe Design, shall not everew the Seller of
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of
any of the wm nties or obligations of this purchase order and shall not be deemed a waiver of any right of the
damage in transit, may be retuned w you for credit and are not to be replaced except upon receipt of wrown
purchaser w insist upon iota perform ce hereof or my of its rights or remedies m to any such goads, regardless
instructionsfirm e City afford Collins.
of when shipped, evedved or acceptednm to any prior or subsequent default bentundeq nor shall arty purported
oral modification or rescission of this purchase order by the Pmclaser operate as a waiver of my of the terns
[discretion. GOODS are subject to the City of ran Collin inspection on Intend.
hereof.
Final Acceptance. Receipt of the merchandise, send. or equipment in response as this order can nark in
12. ASSIGNMENT OF ANTITRUST CLAIMS.
a othenced Raymmt on lbe pan of lbe City of Fort Collins. However, it is in be understood that FINAL
Seller and the Purchaser recognise that in noted commerce practice, overcharges resulting fmm moment
ACCEPTANCE o dependmd upon complmion of all applicable required inspectors procedures.
violatiom arc in fact tame by the Purchaser. Theretofore, for good cause and as consideration for executing Ihls
purchase order, the Seller hereby assign to the Purchaser any and all claims it may now have or hereafter
Freight Terms. Shipments must be F.O.B., City of Fen Collins, 700 Woad St., run Collins, CO 80522, unless
acquired under federal or suite antitrust laws for such overcharges relating to the particular goods or services
otherwise specified on this order. U permission is given to prepay freight and charge separately, toe original freight
purchased or acquired by the Purchaser pursuant o this purchase order.
bill must accompany invoice. Additional charges for packing will not beaccepted.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Shipment Distance. Where manufacturers have distributing points in crimis parts of the country, shipment is
Ifthe Purchmn directs the Seller to counted nonconforming or defective goods by a date to be agreed upon by the
expected firm the veamat distribution paint to destimtim, and excess freight will be dedoded from Eunice when
Purchaser and he Seller, and be Sella fercafta indicates ids imbiliy cr unwillingness to comply, the Purchaser
shipments are made from greater distance.
may cause the work to be performed by the most expeditious meam available to it, and the Seller shall pay all
costs associated with such work.
Permits. Seller shall procure at sellers sole cost all necesary permits, cer ificadn and littraus required by all
applicable laws, regulations, indiwnces and rules office state, municipality, oma ry or political subdivision where
the work is perfumed, or required by any other duly constituted public amhonty having jurisdiction over the work
of condo, Seller farther agrees to hold the City of Finn Collins harmless from and agalnst all din billy sad loss
marred by [hem by mason of as asserted or established violation of any such laws, regulations, ordinmces, rules
and requirements.
The Seller shall release me Franchiser and its continuous of any tier fmm all liability and claims of any nature
resulting from the peRarmance of such 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 rfsent party.
Authorization. All panics to this contract agree that the representatives are, in fact, boon fide and possess full and The Seller's controdu:d obligations, including womanly, shall not be deemed to be reduced, in any way, because
complete authority to bind said panics. such work is performed or caused to be performed by the Purchaser.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated
herein sit faith and any supplemenmry In additional terms and conditions annexed hereto or incorporated herein by
reference. Any additional or different terms and condition proposed by seller are objected to and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately ifyW canon make complete shipment to ounce on your
promised delivery date as noted. Time is of the essence. Delivery and Performance rant be officted within the time
slated on the purchax order and the documents attached hereto. No eels of the Purchreers including, without
Imitator, ece,m-el of menial late deliveries, shall operate to a waiver of this provision. In the event of any delay,
the Purchaun shall have, in addition to other legal and equitable rnnedies, the option of placing this order elsewhere
and holding the Seller liable for damages. Ilowever, the Seller shall not be liable for damages as n 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, promotional l priarilies, fires, strikes, flood, epidemies, wars or
riots provided Nat notice of the condition caning such delay is given to the Pmchaser within Gee (5) days of the
time when the Seller first received knowledge thereof. In be event of my such delay, the date of delivery shall be
extended for the period equal w the lime actually Inn by reason oflhe delay.
3. WARRANTY.
The Seller warrants that all gumb, articles, materials and work covered by this order will conform with applicable
drawings, specifications, samples and/or other down,lion given, will be fit for the purposes intended, and
Performed with the highest degree of cure and competence in accordance with accepted standards for work of a
miler nature. The Seller agrees to hold the purchaser harmless from my loss, damage or expense which the
Purchaser may suffer or incur on account of the Sellers breach of warunty. 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 pond of
time as may be prescribed by law or by the terms ofany applicable warranty provided by the Seller after the date of
acceptance of the goods Published hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect
or defective we& done or mmermis famished by the Seller. Acceptance or me of goods by the Purchaser shall not
one item a waiver of any claim under this wermny. Except as otherwise pmvided in this purchase order, the Sellers
liability hereunder shall extend to all damage prminuen, carried by the breach of mY of the foregoing warranties
or gumantces, but such liability shall in an 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 terms by written change order
5. CHANGES IN COMMERCIAL'FERMS.
The Purnecer may make any changes to the term, other than legal terns, including additions to or deletions from
the quantities originally ordered in the specifications or drawings, by consul or written change order. If any such
change afTeas the amomt One or the time of performance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchssm may at any time by income. change ceder, terminate this agreement as to any or all pordian of the
goads then not shipped, subject to any equitable adjustment between the parties n in any work or materials then in
progress provided Nat the Purchaser shall not be liable for my claims for anticipated proms 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 w any goods which me the Sellers standard stock. No such moratorium shall relieve
the Prodaer or the Seller of any of their obligations an to any goods delivered hereunder.
]. CLAIMS FOR AD3USTM ENT.
Any claim for adjustment must be asserted within dory, (30) days from the date the change or termination is
ordered.
8. COMPLIANCE WITH LAW.
The Seller wmranta pan all goods sold hereunder shall have been produced, sold, delivered and famished in strict
compliance with all applicable bws and regulaiom to which the good are subject The Seller shall execute and
deliver such documents in may be required to effect or evidence compliance. All laws and regulations required to be
incorporated in agreements of this character me hereby incorporated herein by this reference. The Seller ogees to
indemnify and bold the Purchaser handless fmm all cosh and damages suffered by Lie Purchaser as a result of the
Sellers failure or comply with such law.
9. ASSIGNMENT.
Neither parry shall resign, m rmcr, or convey this order, or any monies due or to become due hereunder without the
prior wdren conent ofthe other pray.
10, TITLE.
The Sellerwanants fall, clear and umaLmmd tide to the Purchaer far all equipment mmeriaH, and items famished
I. Pubmartme, of dos agreement face and clear of any and all lien, resniction, reservation, secuny interest
mrummers. and claims ofotters.
14. PATENTS.
Whenever the Sella is required to use any design, device, material or process covered by letter, pmenk tademmk
or copyright, the Sella shall indemnity and save hmmlms the Purchaser from any and all claims for infringement
by reason of the use of such talented design, desire, material or process in connection with the contend, and
shall indemnify the Purchaser for say cast, I.,. or damage which it may be obliged to pay by reason ofawrh
inGangemenl at any time during the prmecmmin or alter the completion of the work. In cos said ispripmem, or
any pan thereof or the intended use of the goods, is in such suit held m contitute infringement and be me or
said equipment or pan is enjoined, the Seller shall, at its awn 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 sex it becomes noninfringing.
15. INSOLVENCY.
If the Seller shall become insolvent or bankmpL 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 cancdd by the
Purchaser without liability.
16. GOVERNING LAW.
The definition of tern mad or the interpretation tribe agreement and the rights of all ponies hereunder shall be
conducted under and governed by the laws cribs State ufColomdr, USA.
The following Additional Conditions apply only in cons where the Seller is to perform work hereunder,
including the services mSellers Reprosenmtive(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 tau of any accident, destruction or injury on the work origin materials before Seller's final completion and
acceptance, complete the work at SelleR awn expense and w the construction of the Purchrea. When mamnals
and equipment arc fumhhed by often for insulation at section by the Seller, the Seller shall receive, unlond,
store end handle same at the site and become responsible therefor as though such commomb, We, duipmenl
were being famished by the Seller under the order.
18. INSURANCE.
The Suite, shill, m his own expense, provide for the payment of workers compensation, including occupational
disease benefits, in 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 aowmrbile public
liability insurance with bodily injury and death limits of at )cast Scriptural for any one person, $5W, d for any
one accident and properly damage limit per accident of S400,I100. The Seller shall likewise require his
comruaors, if any, to provide for such compewtion and insurance. Before any of the Sellers or his centreclors
employees shall do any writ: upon the premises of others, the Seller shall famish the Purchaser with is anificate
that such compensation and announce have been provided. Such certificams shall specify the date when such
communication add inwence have been provided. Such cemficates shall specify the date when such compensation
.it am mnce expires. The Seller agrees tbar such eompneadom add ment—we shall be mainained until aber the
entire work is completed and ace ptal.
19, PROTECTION AGAESST ACCIDENTS AND DAMAGES.
The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of my 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 Pmchoser and any
or all of the Purchmcrs officers, agents and employees from and against any and all claims, losses, damages,
charges or expenses, whether direct or indirtcl. and whether to persons or property to which the Purchaser may
be put or subject by record of any act, action, neglect, omission or default an the pan of the Seller, my of his
contractors, or any of the Sellers or contractors officers, agenm or Implicitness. In case my suit or orher
proceedings shall be brought agaft the Purchaer, or in officers, age.¢ or employes at any time on accomn or
by reason of any act, notion, neglect, omission or default of the Seller of my of his contractors or any of its or
their officers, agents or employees in aforesaid, the Seller hereby agrees m assume the defense heeof and to
defend the same at the Sellers own calcium, to pay any and all costs, charges, attorneys fees and other expenses,
my and all judgments that may be incurred by or obtained against the Purcbmer 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 argue Purchaser, or said parties m or to a result of such suits or other proceedings,
the Seller will at once cause the same in be dissolved and discharged by giving band or otherwise. The Seller and
his contractors shall take all safety pmcaution, famish and mull all guard necessary for the prevention of
accidents, comply with all laws and regulation with regard w safety, including, but without limitation, the
Occupaional Safety and Health Act of 1970 and ell rules and regulation issued pursuant memo.
Revised (OnG 0