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HomeMy WebLinkAbout524882 AVI SYSTEMS INC - PURCHASE ORDER - 9191318PURCHASE ORDER PO Number Page 9191318 1 of 8 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Date: 07/26/2019 Vendor : 524882 Ship To: TRANSFORT FEDERALLY FUND AVI SYSTEMS INC CITY OF FORT COLLINS NW8393, PO BOX 1450 6570 PORTNER ROAD MINNEAPOLIS MN 55485-8393 FORT COLLINS CO 80525 Req #: 00062972 Delivery Date: 07/25/2019 Buyer: ED BONNETTE Note: AWARD FOR RFP 8968 TRANSFORT CONFERENCE ROOM AUDIOVISUAL EQUIPMENT. TERMS ANDS CONDITIONS OF THE RFP INCLUDING EXHIBIT A FEDERAL TRANSIT ADMINISTRATION FEDERALLY REQUIRED AND OTHER MODEL CONTRACT CLAUSES APPLY. MANUFACTURER WARRANTY OF THREE YEARS APPLIES FOR EACH PIECE OF EQUIPMENT. ONE YEAR PRO SUPPORT BREAK/FIX WARRANTY FOR AVI SYSTEMS SERVICES WILL START AT THE END OF INSTALLATION ONCE THE AVI SUBSTANTIAL COMPLETION FORM IS SIGNED BY THE CITY'S DESIGNATED REPRESENTATIVE. Line Description Quantity Ordered UOM Unit Price Extended Price 1 2019 Conference Room Tech. 1 LOT LS 23,151.64 per 8968 RFP award to AVI 908040.569999 92902019 EXHIBIT A FEDERAL TRANSIT ADMINISTRATION FEDERALLY REQUIRED AND OTHERMODEL CONTRACT CLAUSES 1. NOGOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. ThePurchaser and Contractor acknowledge and agree that, notwithstanding anyconcurrence by the Federal Government in or approval of the solicitation oraward of the underlying contract, absent the express written consent by theFederal Government, the Federal Government is not a party to this contract andshall 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. PROGRAMFRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (31 U.S.C. 3801 et seq. 49 CFR Part 31 18U.S.C. 1001 49 U.S.C. 5307) Program Fraud and False orFraudulent Statements or Related Acts. TheContractor acknowledges that the provisions of the Program Fraud Civil RemediesAct of 1986, as amended, 31 U. S.C. § 3801 et seq. and U.S. DOTregulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, applyto its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies oraffirms the truthfulness PURCHASE ORDER PO Number Page 9191318 2 of 8 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price and accuracy of any statement it has made, it makes,it may make, or causes to be made, pertaining to the underlying contract or theFTA assisted project for which this contract work is being performed. In addition to other penalties that may beapplicable, the Contractor further acknowledges that if it makes, or causes tobe made, a false, fictitious, or fraudulent claim, statement, submission, orcertification, the Federal Government reserves the right to impose thepenalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor tothe extent the Federal Government deems appropriate. TheContractor also acknowledges that if it makes, or causes to be made, a false,fictitious, or fraudulent claim, statement, submission, or certification to theFederal Government under a contract connected with a project that is financedin whole or in part with Federal assistance originally awarded by FTA under theauthority of 49 U.S.C. § 5307, the Government reserves the right to impose thepenalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, tothe extent the Federal Government deems appropriate. TheContractor agrees to include the above two clauses in each subcontract financedin whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shallnot be modified, except to identify the subcontractor who will be subject tothe provisions.3. ACCESS TO RECORDS AND REPORTS (49U.S.C. 5325, 18 CFR 18.36 (i), 49 CFR 633.17) Access to Records - The following access to records requirementsapply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTARecipient 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 FTAAdministrator, the Comptroller General of the United States or any of theirauthorized representatives access to any books, documents, papers and recordsof the Contractor which are directly pertinent to this contract for thepurposes 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 representativesincluding any PMO Contractor access to Contractor's records and constructionsites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1,which is receiving federal financial assistance through the programs describedat 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgranteeof the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees toprovide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records andconstruction sites pertaining to a major capital project, defined at 49 U.S.C.5302(a)1, which is receiving federal financial assistance through the programsdescribed at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less thanthe simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than asmall purchase or under the simplified acquisition threshold and is aninstitution of higher education, a hospital or other non-profit organizationand is the FTA Recipient or a subgrantee of the FTA Recipient in accordancewith 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTAAdministrator, the Comptroller General of the United States or any of theirduly authorized representatives with access to any books, documents, papers andrecord of the Contractor which are directly pertinent to this contract for thepurposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of theFTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for acapital project or improvement (defined at 49 U.S.C. 5302(a)1) through otherthan competitive bidding, the Contractor shall make available records relatedto the contract to the Purchaser, the Secretary PURCHASE ORDER PO Number Page 9191318 3 of 8 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price Requirements for Access to Records andReports by Types of Contract Contract Characteristics Operational Service Contract Turnkey Construction Architectural Engineering <shading ="10%">Acquisition of Rolling Stock Professional Services I State Grantees a. Contracts below SAT ($100,000) None Those imposed on state pass thru to Contractor None None None None b. Contracts above $100,000/Capital Projects None unless1 non-competitive award Yes, if non-competitive award or if funded thru2 5307/5309/5311 None unless non-competitive award None unless non-competitive award None unless non-competitive award II Non State Grantees a. Contracts below SAT ($100,000) Yes3 Those imposed on state pass thru to Contractor Yes Yes Yes Yes PURCHASE ORDER PO Number Page 9191318 4 of 8 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price b. Contracts above $100,000/Capital Projects Yes3 Yes Yes Yes Yes Sources of Authority: 1 49 USC 5325 (a) 2 49 CFR 633.17 3 18 CFR 18.36 (i)4. FEDERAL CHANGES (49CFR Part 18) Federal Changes - Contractor shall at all times comply withall applicable FTA regulations, policies, procedures and directives, includingwithout limitation those listed directly or by reference in the MasterAgreement between Purchaser and FTA, as they may be amended or promulgated fromtime to time during the term of this contract. Contractor's failure to socomply shall constitute a material breach of this contract.5. CIVIL RIGHTS REQUIREMENTS (29U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. §12132, 49 U.S.C. § 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq.) Civil Rights - The following requirements apply to theunderlying contract: Nondiscrimination - In accordance with Title VI of the CivilRights Act, as amended, 42 U.S.C. § 2000d, section 303 of the AgeDiscrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of theAmericans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transitlaw at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminateagainst 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 Federalimplementing regulations and other implementing requirements FTA may issue. Equal Employment Opportunity - The following equal employmentopportunity requirements apply to the underlying contract: Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the CivilRights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49U.S.C. § 5332, the Contractor agrees to comply with all applicable equalemployment opportunity requirements of U.S. Department of Labor (U.S. DOL)regulations, "Office of Federal Contract Compliance Programs, EqualEmployment Opportunity, Department of Labor," 41 C.F.R. Parts 60 etseq., (which implement Executive Order No. 11246, "Equal EmploymentOpportunity," as amended by Executive Order No. 11375, "AmendingExecutive 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 constructionactivities undertaken in the course of the Project. The Contractor agrees to take affirmativeaction to ensure that applicants are employed, and that employees are treatedduring 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 ortransfer, recruitment or recruitment advertising, layoff or termination; ratesof pay or other forms of compensation; and selection for training, includingapprenticeship. In addition, theContractor agrees to comply with any implementing requirements FTA may issue. PURCHASE ORDER PO Number Page 9191318 5 of 8 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price TheContractor also agrees to include these requirements in each subcontractfinanced in whole or in part with Federal assistance provided by FTA, modifiedonly if necessary to identify the affected parties.6. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION(FTA) TERMS (FTACircular 4220.1E) Incorporation of Federal TransitAdministration (FTA) Terms -The preceding provisions include, in part, certain Standard Terms andConditions required by DOT, whether or not expressly set forth in the precedingcontract provisions. All contractualprovisions required by DOT, as set forth in FTA Circular 4220.1E, are herebyincorporated by reference. Anything tothe contrary herein notwithstanding, all FTA mandated terms shall be deemed tocontrol in the event of a conflict with other provisions contained in thisAgreement. The Contractor shall notperform any act, fail to perform any act, or refuse to comply with any (name ofgrantee) requests which would cause (name of grantee) to be in violation of theFTA terms and conditions.7. ENERGYCONSERVATION REQUIREMENTS (42U.S.C. 6321 et seq. 49 CFR Part 18) Energy Conservation - The contractor agrees to comply withmandatory standards and policies relating to energy efficiency which arecontained in the state energy conservation plan issued in compliance with theEnergy Policy and Conservation Act. 8. TERMINATION (49U.S.C. Part 18 FTA Circular 4220.1E) Termination for Convenience (GeneralProvision) The (Recipient)may terminate this contract, in whole or in part, at any time by written noticeto 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 timeof termination. The Contractor shallpromptly submit its termination claim to (Recipient) to be paid theContractor. If the Contractor has anyproperty in its possession belonging to the (Recipient), the Contractor willaccount for the same, and dispose of it in the manner the (Recipient) directs. Termination for Default [Breach or Cause](General Provision) If theContractor does not deliver supplies in accordance with the contract deliveryschedule, or, if the contract is for services, the Contractor fails to performin the manner called for in the contract, or if the Contractor fails to complywith any other provisions of the contract, the (Recipient) may terminate thiscontract for default. Termination shallbe effected by serving a notice of termination on the contractor setting forththe manner in which the Contractor is in default. The contractor will only be paid the contractprice for supplies delivered and accepted, or services performed in accordancewith the manner of performance set forth in the contract. If it is later determined by the (Recipient) that the Contractor had anexcusable reason for not performing, such as a strike, fire, or flood, eventswhich 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 allowthe Contractor to continue work, or treat the termination as a termination forconvenience. 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 [anappropriately short period of time] in which to cure the defect. In such case, the notice of termination willstate the time period in which cure is permitted and other appropriateconditions If Contractor fails to remedy to (Recipient)'s satisfaction the breachor default of any of the terms, covenants, or conditions of this Contractwithin [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 PURCHASE ORDER PO Number Page 9191318 6 of 8 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price in this contract. If, after termination for failure to fulfill contract obligations, it isdetermined that the Contractor was not in default, the rights and obligationsof the parties shall be the same as if the termination had been issued for theconvenience of the Recipient. 9.GOVERNMENT-WIDE DEBARMENT AND SUSPENSION(NONPROCUREMENT) Suspensionand Debarment This contract is a coveredtransaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of thecontractor, its principals, as defined at 49 CFR 29.995, or affiliates, asdefined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR29.940 and 29.945. The contractor is required tocomply with 49 CFR 29, Subpart C and must include the requirement to complywith 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting itsbid or proposal, the bidder or proposer certifies as follows: The certification in this clauseis a material representation of fact relied upon by the City of FortCollins. If it is later determined thatthe bidder or proposer knowingly rendered an erroneous certification, inaddition to remedies available to the City of Fort Collins, the FederalGovernment may pursue available remedies, including but not limited tosuspension and/or debarment. The bidderor proposer agrees to comply with the requirements of 49 CFR 29, Subpart Cwhile this offer is valid and throughout the period of any contract that mayarise from this offer. The bidder orproposer further agrees to include a provision requiring such compliance in itslower tier covered transactions. 10.CARGO PREFERENCE REQUIREMENTS (46U.S.C. 1241 , 46 CFR Part 381) Cargo Preference - Use of United States-FlagVessels - The contractoragrees: a. to use privately owned United States- Flag commercial vesselsto ship at least 50 percent of the gross tonnage (computed separately for drybulk carriers, dry cargo liners, and tankers) involved, whenever shipping anyequipment, material, or commodities pursuant to the underlying contract to theextent such vessels are available at fair and reasonable rates for UnitedStates-Flag commercial vessels; b. to furnish within 20 working daysfollowing the date of loading for shipments originating within the UnitedStates or within 30 working days following the date of leading for shipmentsoriginating outside the United States, a legible copy of a rated,"on-board" commercial ocean bill-of -lading in English for eachshipment of cargo described in the preceding paragraph to the Divisionof National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in thecase of a subcontractor's bill-of-lading.) c. to include theserequirements in all subcontracts issued pursuant to this contract when thesubcontract may involve the transport of equipment, material, or commodities byocean vessel. 11.DISADVANTAGED BUSINESS ENTERPRISE (DBE) (49CFR Part 26) of DBE subcontractingparticipation when specific contract goals have been established. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, Code ofFederal Regulations, Part 26, Participation by Disadvantaged BusinessEnterprises in Department of Transportation Financial AssistancePrograms. The national goal for participation of Disadvantaged BusinessEnterprises (DBE) is 10%. The agency's overall goal for DBE participationis 5 %. PURCHASE ORDER PO Number Page 9191318 7 of 8 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price FortCollins. In addition, the contractor may not hold retainage from itssubcontractors and is required to return any retainage payments to thosesubcontractors within 30 days after the subcontractor's work related to thiscontract is satisfactorily completed. e. The contractor must promptly notify theCity of Fort Collins whenever a DBE subcontractor performing work related tothis contract is terminated or fails to complete its work, and must make goodfaith efforts to engage another DBE subcontractor to perform at least the same amountof work. The contractor may notterminate any DBE subcontractor and perform that work through its own forces orthose of an affiliate without prior written consent of the City of FortCollins.12.RECYCLED PRODUCTS (42U.S.C. 6962, 40 CFR Part 247, Executive Order 12873) Recovered Materials - The contractor agrees to comply with allthe requirements of Section 6002 of the Resource Conservation and Recovery Act(RCRA), as amended (42 U.S.C. 6962), including but not limited to theregulatory provisions of 40 CFR Part 247, and Executive Order 12873, as theyapply to the procurement of the items designated in Subpart B of 40 CFR Part247.13.ADA ACCESS Accessibility.Facilities to be used in public transportation service must comply with 42U.S.C. Sections 12101 et seq. and DOT regulations, "TransportationServices for Individuals with Disabilities (ADA)," 49 CFR Part 37; and JointATBCB/DOT regulations, "Americans with Disabilities (ADA) AccessibilitySpecifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part38. Notably, DOT incorporated by reference the ATBCB's "Americans withDisabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, whichinclude accessibility guidelines for buildings and facilities, and areincorporated into Appendix A to 49 CFR Part 37. DOT also added specificprovisions to Appendix A modifying the ADAAG, with the result that buildingsand facilities must comply with both the ADAAG and amendments thereto inAppendix A to 49 CFR Part 37. 14.CITYOF FORT COLLINS BID PROTEST PROCEDURES The City of FortCollins has a protest procedure, covering any phase of solicitation or award,including but not limited to specification or award. The protestprocedures are available from the Purchasing Department, City of Fort Collins,215 N. Mason, Street, 2nd Floor, P. O. Box 580, Fort Collins, CO. 80522. You may also request a copy of the procedures by emailing: Purchasing@fcgov.com or calling 970-221-6775. Total $23,151.64 Purchase Order Terms and Conditions 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terms. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment 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 furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. Page 8 of 8 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to 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 any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance 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 of such party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are 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 and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the laws of the state in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person, $500,000 for any one accident and property damage limit per accident of $400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the part of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03/2010 b. The contractor shall not discriminate on the basis of race, color,national origin, or sex in the performance of this contract. Thecontractor shall carry out applicable requirements of 49 CFR Part 26 inthe award and administration of this DOT-assisted contract. Failure bythe contractor to carry out these requirements is a material breach of thiscontract, which may result in the termination of this contract or such otherremedy as the City of Fort Collins deemsappropriate. Each subcontract the contractor signs with a subcontractormust include the assurance in this paragraph (see 49 CFR 26.13(b)). c. Thesuccessful bidder/offeror will be required to report its DBE participationobtained through racer-neutral means throughout the period of performance. d. Thecontractor is required to pay its subcontractors performing work related tothis contract for satisfactory performance of that work no later than 30 daysafter the contractor's receipt of payment for that work from the City of obligationto Contractor. Any such termination fordefault shall not in any way operate to preclude (Recipient) from also pursuingall available remedies against Contractor and its sureties for said breach ordefault. d. Waiver of Remedies for any Breach In the event that (Recipient) elects towaive its remedies for any breach by Contractor of any covenant, term orcondition 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 Default (Supplies andService) If the Contractorfails to deliver supplies or to perform the services within the time specifiedin this contract or any extension or if the Contractor fails to comply with anyother provisions of this contract, the (Recipient) may terminate this contractfor default. The (Recipient) shallterminate by delivering to the Contractor a Notice of Termination specifyingthe nature of the default. TheContractor will only be paid the contract price for supplies delivered andaccepted, or services performed in accordance with the manner or performanceset forth Age - In accordance with section 4 of the Age Discrimination in EmploymentAct 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 presentand prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementingrequirements FTA may issue. Disabilities - In accordance with section 102 of theAmericans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractoragrees that it will comply with the requirements of U.S. Equal EmploymentOpportunity Commission, "Regulations to Implement the Equal EmploymentProvisions 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 complywith any implementing requirements FTA may issue. of Transportation and theComptroller General or any authorized officer or employee of any of them forthe purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties toreproduce by any means whatsoever or to copy excerpts and transcriptions asreasonably needed. 6. The Contractor agrees to maintain all books, records, accounts andreports required under this contract for a period of not less than three yearsafter the date of termination or expiration of this contract, except in theevent of litigation or settlement of claims arising from the performance ofthis contract, in which case Contractor agrees to maintain same until thePurchaser, the FTA Administrator, the Comptroller General, or any of their dulyauthorized representatives, have disposed of all such litigation, appeals,claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 7. FTA does not require the inclusion of these requirements insubcontracts.