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HomeMy WebLinkAboutRFP - 9007 FLOOD WARNING SYSTEM EQUIPMENTREQUEST FOR PROPOSAL 9007 FLOOD WARNING SYSTEM EQUIPMENT The City of Fort Collins is requesting proposals from qualified Vendors to provide Flood Warning System equipment. As part of the City’s commitment to Sustainable Purchasing, proposals submission via email is preferred. Proposals shall be submitted in a single Microsoft Word or PDF file under 20MB and e-mailed to: purchasing@fcgov.com. If electing to submit a hard copy proposal we require one (1) hard copy and one (1) electronic copy on a jump drive to be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals must be received before 3:00 p.m. (our clock) on September 25, 2019 and referenced as Proposal No. 9007. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. Please note, additional time is required for bids mailed to the PO Box to be received at the Purchasing Office. The City encourages all Disadvantaged Business Enterprises (DBEs) to submit proposals in response to all requests for proposals. No individual or business will be discriminated against on the grounds of race, color, sex, or national origin. It is the City’s policy to create a level playing field on which DBEs can compete fairly and to ensure nondiscrimination in the award and administration of all contracts. All questions should be submitted, in writing via email, to Marisa Donegon, Buyer at mdonegon@fcgov.com, no later than 5:00 PM MST (our clock) on September 13, 2019. Please format your e-mail to include: RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT in the subject line. Questions received after this deadline may not be answered. Responses to all questions submitted before the deadline will be addressed in an addendum and posted on the Rocky Mountain E-Purchasing System webpage. Rocky Mountain E-Purchasing System hosted by Bidnet A copy of the RFP may be obtained at http://www.bidnetdirect.com/colorado/city-of-fort-collins. This RFP has been posted utilizing the following Commodity Code(s): 72600 Radio Communication Equipment, Accessories and Supplies 73000 Radio Communication and Telecommunication, Testing, Measuring, and Analyzing Equipment, Accessories and Supplies 84500 Testing Apparatus and Instruments (Not For Electrical or Electronic Measurements) Public Viewing Copy: The City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to public disclosure by the City pursuant to CORA and City ordinances. Vendors may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, the Vendor may redact text and/or data that it deems confidential or proprietary pursuant to CORA. Such statement does not necessarily exempt such documentation from Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 1 of 15 public disclosure if required by CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally, under CORA trade secrets, confidential commercial and financial data information is not required to be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. All provisions of any contract resulting from this request for proposal will be public information. New Vendors: The City requires new Vendors receiving awards from the City to fill out and submit an IRS form W-9 and to register for Direct Deposit (Electronic) payment. If needed, the W-9 form and the Vendor Direct Deposit Authorization Form can be found on the City’s Purchasing website at www.fcgov.com/purchasing under Vendor Reference Documents. Please do not submit with your proposal. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or Sham Proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. The selected Vendor shall be expected to sign the City’s standard Agreement prior to commencing Services (see sample attached to this Proposal). Sincerely, Gerry Paul Purchasing Director RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 2 of 15 I. OVERVIEW The City of Fort Collins (City) is requesting proposals for Flood Warning System (FWS) equipment, including gage network ALERT 2-capable transmitters. The transmitters are intended to replace the City’s existing FWS gage transmitters that use ALERT protocol. The current need includes replacing transmitters, solar panels, charge controllers and adding Global Positioning Satellite (GPS) antennas at up to 62 sites, with replacement of weather station sensors at five (5) sites, over a period of two years. Additional transmitters and related equipment may be purchased for other customized applications, for planned sites yet to be installed, and for the purpose of backup/inventory. II. SCOPE OF PROPOSAL A. Scope of Work i. Technical Requirements The following are the technical requirements of the items the City is interested in purchasing: Transmitters and Transmitter/Receiver Transmitters will issue reports of sensor(s)-acquired data, battery voltage, and GPS status using the current ALERT 2 protocol established by the National Hydrologic Warning Council (NHWC). General requirements for each transmitter include being housed in a cannister-type enclosure capable of fitting into an (existing) 12” diameter columnar gage standpipe with a door measuring 12” x 17” as measured on the circumference dimension of the standpipe. The units provided will have military style female sensor socket connections of three to six pins, depending on the sensor type, and a BNC-female-type connector for Tx/Rx antenna, and a SMA female connector for a GPS antenna. The cannister enclosures are expected to provide internal storage space for a battery or batteries. One (1) additional non-cannister-housed transmitter will need to be supplied with or fit within a NEMA Type-4X enclosure approximately 10” X 24” X 24” and to accept data via a serial connection from a Campbell Scientific CR-1000 datalogger. One (1) other additional transmitter/receiver will comprise an ALERT2 receiver/decoder that will be used to receive and decode messages from other FWS ALERT 2 network gages and deliver the decoded data to analog outputs. This unit will also issue ALERT2 reports generated by attached sensors, battery power, and GPS and other status reports, and can be housed in either a cannister-type container or a NEMA Type–4X enclosure. Transmitters will be compatible with/use 5-watt narrow-banded data radios for Tx/Rx of ALERT2 reports. The City is interested in transmitters that possess the ALERT 2 Forward Error Correction – High Data Rate capability established by Blue Water Design as a desirable feature that the City may utilize for certain sites within its system. RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 3 of 15 Other general requirements, including the gage station type (rain, flow, weather, etc.) and needed sensor inputs are presented in Exhibit A, Flood Warning Transmitters and Sensors. Vendors are welcome to provide alternative options to satisfy this RFP, including sourcing non-proprietary hardware and/or re-use of existing City ALERT transmitter components, if the Vendor warranties the final product(s) themselves or offers the original equipment manufacturers warranties. Radios Please note that in the interest of cost savings, the City is interested in re-using its existing Maxon/Midland/Ritron narrow-band data radios that are equipped with 9 pin power/Tx/Rx connections (15 pin for Ritron), and BNC 50-ohm antenna connections. Prior to use with any supplied transmitters, the City will have its existing radios checked for performance and calibration by a local Maxon vendor. It is expected that the City can source a mix of new and refurbished radios for this project. Alternatively, Vendors may choose to propose providing new radios. Solar Panels - Charge Controllers - GPS Antennas The City is expecting to upgrade at each of its existing sites the solar panels and charge controllers, and then add a GPS antenna. The City requires at each gage site a 10-watt panel and tilt-adjustable mounting bracket capable of secure attachment to a 1-inch diameter mast. Solar Panels do not have to be provided with power leads, but ~10 foot long leads are preferred. Charge controllers should be conservatively sized for 10-watt panels. The GPS antenna should be mast-mountable and include its mounting bracket, and ideally, its cable terminated with a SMA-male connector. Weather Station Sensors The City currently operates five (5) ALERT weather stations that monitor rainfall, wind speed, peak wind speed, wind direction, air temperature, relative humidity, and air pressure. The current mounting arrangement for these sensors include one (1) vertical mast, with two (2) horizontal beams that mount wind direction and wind speed respectively. The City plans on replacing the transmitters and weather sensors at each of the stations, preferably using new wiring and connectors. Weather sensors will be attached to the new transmitters via 4, 5 or 6-pin military connectors as analog or SDI-12 inputs. Vendors are welcome to provide individual quotes for each sensor listed in Exhibit A; or may submit quotes for combined sensors. Installation and Field Services The City may, in the future, solicit proposals for installation of transmitters, sensors and peripherals in a separate RFP, but is not seeking that support at this time. RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 4 of 15 ii. Items Vendors may choose to submit proposals on any or all items listed in Exhibit A. Vendors may choose to submit proposals for specified manufacturers and/or items with equivalent performance specifications. If choosing to submit a proposal for an item(s) that is not a specified manufacturer, but meets equivalent performance specifications, please submit item specification(s) with the proposal. If proposing multiple items, please submit a quote for each in the proposal. iii. Delivery Delivery of all items shall be to: City of Fort Collins Stormwater Utility 700 Wood Street Fort Collins, CO 80521 Freight terms: F.O.B. destination freight prepaid. All freight charges must be included in pricing submitted on Exhibit B, Pricing and Delivery Schedule, and not entered as separate pricing. Any surcharges or additional costs shall be noted & included in proposal. iv. Quantities & Award Please note that quantities listed in Exhibit A are estimates only. The award quantity is subject to change and is not a commitment to purchase. The City reserves the right to split the award in whatever percentages are most advantageous to the City and may award to multiple firms. The selected firm(s) shall offer the award pricing and similar terms to third-party entities performing work on the City’s behalf upon written approval by the City. The awarded Vendor(s) may be required to sign a City Agreement, a sample of which is attached in Section VI. The awarded Vendor(s) may also receive a Purchase Order. The City’s Purchase Order Terms and Conditions can be found in Exhibit C. Any exceptions to the City Agreement and/or the City’s Purchase Order Terms and Conditions must be documented in the proposal. B. Anticipated Schedule The following represents the City’s target schedule for the RFP. The City reserves the right to amend the target schedule at any time. • RFP issuance: September 4, 2019 • Question deadline: 5:00 PM MST on September 13, 2019 • Proposal due date: 3:00 PM MST (our clock) on September 25, 2019 RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 5 of 15 C. Subcontractors Vendors will be responsible for identifying any subcontractors in their proposal. Please note that the City will contract solely with the awarded Vendor; therefore subcontractors will be the responsibility of the Vendor. D. Proposal Format Please limit the total length of your proposal to a maximum of fifteen (15) double sided or thirty (30) single sided 8 ½ x 11” pages (excluding cover pages, table of contents, dividers and Vendor Statement form). Font shall be a minimum of 10 Arial and margins are limited to no less than .5” for sides and top/bottom. Extended page sizes, such as 11” x 17”, count as a single page. Please, no embedded documents. Proposals that do not conform to these requirements may be rejected. E. Laws and Regulations The Vendor agrees to comply fully with all applicable local, State of Colorado and Federal laws and regulations and municipal ordinances. F. Invoicing and Payment Invoices should be emailed monthly to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the Vendor each month following the submittal of a correct invoice by the Vendor indicating the project name, Purchase Order number, task description, hours worked, personnel/work type category, hourly rate for each employee/work type category, date of the work performed specific to the task, percentage of that work that has been completed by task, 3rd party supporting documentation with the same detail and a brief progress report. The City pays invoices on Net 30 terms. III. PROPOSAL SUBMITTAL For this section, Vendors are required to provide detailed written responses to the following items in the order outlined below. The responses shall be considered technical offers of what Vendors propose to provide and shall be incorporated in the contract award as deemed appropriate by the City. A proposal that does not include all the information required may be deemed non-responsive and subject to rejection. Responses must include all the items in the order listed below. It is suggested that the Vendors include each of the City’s questions with their response immediately following the question. The City of Fort Collins shall not reimburse any firm for costs incurred in the preparation and presentation of their proposal. A. Vendor Information 1. Describe the Vendor’s business and background 2. Number of years in the business 3. Details about ownership 4. An overview of services offered and qualifications 5. Size of the firm RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 6 of 15 6. Location(s) of offices. If multiple, please identify which will be the primary for our account. 7. Primary contact information for the company including contact name(s) and title(s), mailing address(s), phone number(s), and email address(s). Complete Section V, Vendor Statement. B. Scope of Proposal 1. Describe the item(s) proposed. Please include any additional options that may be beneficial for the City to consider. 2. Include any applicable warranties. C. Firm Capability Provide relevant information regarding previous experience related to this or similar Projects, to include the following: 1. A list of qualifications for your firm and qualifications to provide the proposed item(s). D. Availability 1. Provide lead times for proposed item(s) in Exhibit B, Pricing and Delivery. E. Sustainability/TBL Methodology In concise terms (no more than two pages), please describe how your organization strives to be sustainable. Address how your firm incorporates Triple Bottom Line (TBL) into the workplace. See Section IV: Review and Assessment for additional information. If possible, please highlight areas of opportunity in the project where sustainability could be applied and/or improved. F. Cost and Work Hours In your response to this proposal, please provide the following: 1. Provide detailed costs in the pricing table located in Exhibit B. Please include any specific assumptions for costs. Please include any applicable costs for support and maintenance. G. Additional Information Provide any information that distinguishes Vendor from its competition and any additional information applicable to this RFP that might be valuable in assessing Vendor’s proposal. Explain any concerns Vendor may have in maintaining objectivity in recommending the best solution. All potential conflicts of interest must be disclosed. Exceptions to the Purchase Order Terms and Conditions, Exhibit C, shall be documented. RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 7 of 15 IV. REVIEW AND ASSESSMENT CRITERIA A. Proposal and Interview Criteria Vendors will be evaluated on the following criteria. These criteria will be the basis for review and assessment of the written proposals and optional interview session. At the discretion of the City, interviews of the top-rated Vendors may be conducted. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. WEIGHTING FACTOR QUALIFICATION STANDARD 1.0 Scope of Proposal Does the proposal address all elements of the RFP? Does the proposal show an understanding of the project objectives, methodology to be used and results/outcomes required by the project? Are there any exceptions to the specifications, Scope of Work, or agreement? 3.0 Firm Capability Has the firm successfully provided equipment for previous projects of this type and scope? Does the firm have the resources, financial strength, capacity and support capabilities required to successfully deliver, warranty and support the requested equipment into the future? 1.5 Availability Can the equipment be delivered in the necessary timeframe? Can the target delivery dates be met? 1.0 Sustainability/TBL Methodology Does the firm’s solution meet the technology requirements shown in the RFP? Does the proposed technology match or exceed the technical specifications shown in the RFP, and how close is the match between the request demonstrate a commitment to Sustainability and incorporate Triple Bottom Line methodology in both their Scope of Work for the project, and their day-to-day business operating processes and procedures? 3.5 Cost Does the proposal include detailed cost break- down for each cost element as applicable and are the line-item costs competitive? Definitions Sustainable Purchasing is a process for selecting products or services that have a lesser or reduced negative effect on human health and the environment when compared with competing products or services that serve the same purpose. This process is also known as “Environmentally Preferable Purchasing” (EPP), or “Green Purchasing”. RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 8 of 15 The Triple Bottom Line (TBL) is an accounting framework that incorporates three dimensions of performance: economic, or financial; environmental, and social. The generally accepted definition for TBL is that it “captures the essence of sustainability by measuring the impact of an organization’s activities on the world…including both its profitability and shareholders values and its social, human, and environmental capital.” RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 9 of 15 V. VENDOR STATEMENT Vendor hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. Additionally, Vendor hereby makes the following representations to City: a. All of the statements and representations made in this proposal are true to the best of the Vendor’s knowledge and belief. b. Vendor commits that it is able to meet the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof. d. Vendor further agrees that the method of award is acceptable. e. Vendor acknowledge receipt of addenda. Firm Name: Physical Address: Remit to Address: Phone: Name of Authorized Agent of Firm: Signature of Authorized Agent: Primary Contact for Project: Title: Email Address: Phone: Cell Phone: NOTE: VENDOR STATEMENT IS TO BE SIGNED & RETURNED WITH YOUR PROPOSAL. RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 10 of 15 EXHIBIT A FLOOD WARNING SYSTEM TRANSMITTERS AND SENSORS Preferred delivery of initial units is in October 2019. ALERT 2 TRANSMITTERS Gage Application Style Inputs1 Battery Capacity2 Data Radio3 Quantity Needed in 2019 Quantity Needed in 2020 Rain Station Sealed Cannister Analog, SDI-12, Digital - Counter (tipping bucket) 20 Amp Hours Maxon or Ritron 5 watt 8 8 Rain and Streamflow Station compatible with w/ either analog or SDI-12 Pressure Transducer, or SDI- 12 Radar Sealed Cannister Analog, SDI-12, Digital - Counter (tipping bucket) 20 Amp Hours Maxon or Ritron 5 watt 18 20 Weather Station Sealed Cannister Analog x 6 (including ALERT Wind), SDI-12, Digital - Counter (tipping bucket) 20 Amp Hours Maxon or Ritron 5 watt 4 3 Weather Station NEMA box Analog x 6, SDI-12, Digital - Counter (tipping bucket) 20 Amp Hours Maxon or Ritron 5 watt 0 1 Rain and Streamflow Station compatible 1 Minimum requirements, additional inputs allowed. Military-style screw-on connectors required. 2 Battery capacity of 20 amp-hours or greater is preferred 3It is preferred that radios are presented as an optional item cost TABLE 2 – WARNING SYSTEM COMPONENTS and WEATHER SENSORS ITEMS TO BID (please provide unit costs) Component Type Quantity Needed in 2019 Quantity Needed in 2020 GPS Antenna (incl cable) Mast mountable 25 37 Solar Panel 10-Watt 12 V 25 35 Solar Panel Mounting Bracket Pole/Mast mountable, angle adjustable 25 35 Charge Controller 12 V, minimum 3 amp 25 35 Weather – Wind Direction Wind Vane or, if propeller (below), on swivel, 12V 2 3 Weather – Wind Speed Propeller for speeds up to 50 m/s, 12V 2 3 Weather – Air Temperature Air Temperature (-40 to + 60 C), 12 V 2 3 Weather – Humidity Humidity (0 to 100 RH), 12 V 2 3 Weather - Pressure Range of 600 1100 mBar, -40 to 60 C, 12 V 2 3 RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 12 of 15 EXHIBIT B PRICING AND DELIVERY SCHEDULE VENDOR NAME: SUBMITTAL DATE: RFP 9007 FLOOD WARNING SYSTEM TRANSMITTERS AND SENSORS PRICING AND DELIVERY SCHEDULE Gage Application Style Inputs1 Battery Capacity2 Data Radio3 Unit Price Lead Time Rain Station Sealed Cannister Analog, SDI-12, Digital - Counter (tipping bucket) 20 Amp Hours Maxon/Ritron 5 W Rain and Streamflow Station compatible with w/ either analog or SDI-12 Pressure Transducer, or SDI- 12 Radar Sealed Cannister Analog, SDI-12, Digital - Counter (tipping bucket) 20 Amp Hours Maxon/Ritron 5 W Weather Station Sealed Cannister Analog x 6 (including ALERT wind), SDI-12, Digital - Counter (tipping bucket) 20 Amp Hours Maxon/Ritron 5 W Weather Station NEMA box Analog x 6, SDI-12, Digital - Counter (tipping bucket) 20 Amp Hours Maxon/Ritron 5 W Rain and Streamflow Station compatible with Radar sensor, with Datalogging for communicating with outside Agency dataloggers. Sealed Cannister Analog, SDI-12, Digital – Counter (tipping bucket) 20 Amp Hours Maxon/Ritron 5 W Receiver/Decoder/ Transmitter NEMA Type 4X Box Analog, SDI-12, Warning System Component/Weather Sensor Type/Specifications Unit Price Lead Time GPS Antenna (incl cable) Mast mount included Solar Panel 10-Watt 12 V Solar Panel Mounting Bracket Pole/Mast mountable, angle adjustable Charge Controller 12 V, minimum 3 amp Weather – Wind Direction Wind Vane or, swivel propeller type, 12V Weather – Wind Speed Propeller type for speeds up to 50 m/s, 12V Weather – Air Temperature Air Temperature (-40 to + 60 C), 12 V Weather – Humidity Humidity (0 to 100 RH), 12 V Weather - Pressure Range of 600 1100 mBar, -40 to 60 C, 12 V, either stand alone or fittable in &” x4.75” x 3.75” NEMA 4X enclosure If proposing radios, please include the specifications, unit price and lead time in a separate document. Please provide any quantity discount(s). RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 14 of 15 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. 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 EXHIBIT C PURCHASE ORDER TERMS AND CONDITIONS RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 15 of 15 Digital – Counter (tipping bucket) 20 Amp Hours Ritron (Rx) RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 13 of 15 with Radar sensor, with datalogging for communicating with outside Agency dataloggers. Sealed Cannister Analog, SDI-12, Digital – Counter (tipping bucket), 20 Amp Hours Maxon or Ritron 5 watt 0 3 Receiver/Decoder/ Transmitter NEMA Type 4 Box Analog, SDI-12, Digital – Counter (tipping bucket) 20 Amp Hours Maxon (Tx) Ritron (Rx) 0 1 Total 30 36 RFP 9007 FLOOD WARNING SYSTEM EQUIPMENT Page 11 of 15