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HomeMy WebLinkAbout520431 SCHEIDT & BACHMANN USA INC - PURCHASE ORDER - 9180724PURCHASE ORDER PO Number Page 9180724 1 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Date: 01/24/2018 Vendor : 520431 Ship To: TRANSFORT BUS FACILITY SCHEIDT & BACHMANN USA INC CITY OF FORT COLLINS 31 NORTH AVE 6570 PORTNER ROAD BURLINGTON MA 01803 CITY OF FORT COLLINS CO 8052 Req #: 00059126 Delivery Date: 01/23/2018 Buyer: ED BONNETTE Note: Line Description Quantity Ordered UOM Unit Price Extended Price 1 2018 TVM Maintenance 1 LOT LS 140,200.00 290900035.533310 FTA Purchase Order Terms and Conditions, 2018 Transfort TVM Maintenance, Scheidt & Bachmann 1/23/18 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicabilityto Contracts Applicable to all contracts. FlowDown Not required by statute or regulationfor either primary contractors or subcontractors, this concept should flow downto all levels to clarify, to all parties to the contract, that the FederalGovernment does not have contractual liability to third parties, absentspecific written consent. ModelClause/Language While no specific language is required,FTA has developed the following language. NoObligation by the Federal Government. The Purchaser and Contractor acknowledgeand agree that, notwithstanding any concurrence by the Federal Government in orapproval of the solicitation or award of the underlying contract, absent theexpress written consent by the Federal Government, the Federal Government isnot a party to this contract and shall not be subject to any obligations orliabilities to the Purchaser, Contractor, or any other party (whether or not aparty to that contract) pertaining to any matter resulting from the underlyingcontract. PURCHASE ORDER PO Number Page 9180724 2 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTSAND RELATED ACTS (31 U.S.C.3801 et seq. 49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307) Applicability to Contracts Theserequirements are applicable to all contracts. Flow Down Theserequirements flow down to contractors and subcontractors who make, present, orsubmit covered claims and statements. Model Clause/Language Theserequirements have no specified language, so FTA proffers the followinglanguage. Program Fraud and False or FraudulentStatements or Related Acts. (1) The Contractor acknowledges that theprovisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31U.S.C. § 3801 et seq. and U.S. DOT regulations, "ProgramFraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertainingto this Project. Upon execution of theunderlying contract, the Contractor certifies or affirms the truthfulness andaccuracy of any statement it has made, it makes, it may make, or causes to bemade, pertaining to the underlying contract or the FTA assisted project forwhich this contract work is being performed. In addition to other penalties that may be applicable, the Contractorfurther acknowledges that if it makes, or causes to be made, a false,fictitious, or fraudulent claim, statement, submission, or certification, theFederal Government reserves the right to impose the penalties of the ProgramFraud Civil Remedies Act of 1986 on the Contractor to the extent the FederalGovernment deems appropriate. The Contractor also acknowledges that ifit makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under acontract connected with a project that is financed in whole or in part withFederal 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 FederalGovernment deems appropriate. The Contractor agrees to include theabove two clauses in each subcontract financed in whole or in part with Federalassistance provided by FTA. It isfurther agreed that the clauses shall not be modified, except to identify thesubcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS (49 U.S.C. 5325, 18 CFR 18.36 (i), 49CFR 633.17) Applicabilityto Contracts Reference Chart "Requirements forAccess to Records and Reports by Type of Contracts" FlowDown PURCHASE ORDER PO Number Page 9180724 3 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price FTA does not require the inclusion ofthese requirements in subcontracts. ModelClause/Language The specified language is not mandatedby the statutes or regulations referenced, but the language providedparaphrases the statutory or regulatory language. Accessto Records - Thefollowing access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but alocal government and is the FTA Recipient or a subgrantee of the FTA Recipientin accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide thePurchaser, the FTA Administrator, the Comptroller General of the United Statesor any of their authorized representatives access to any books, documents,papers and records of the Contractor which are directly pertinent to thiscontract for the purposes of making audits, examinations, excerpts andtranscriptions. Contractor also agrees,pursuant to 49 C.F. R. 633.17 to provide the FTA Administrator or his authorizedrepresentatives including any PMO Contractor access to 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. 2. Where the Purchaser is a State and is the FTARecipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17,Contractor agrees to provide the Purchaser, the FTA Administrator or hisauthorized representatives, including any PMO Contractor, access to theContractor's records and construction sites pertaining to a major capitalproject, defined at 49 U.S.C. 5302(a)1, which is receiving federal financialassistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital projectexcludes contracts of less than the simplified acquisition threshold currentlyset at $100,000. 3. Where the Purchaser enters into a negotiatedcontract for other than a small purchase or under the simplified acquisitionthreshold and is an institution of higher education, a hospital or othernon-profit organization and is the FTA Recipient or a subgrantee of the FTARecipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide thePurchaser, FTA Administrator, the Comptroller General of the United States orany of their duly authorized representatives with access to any books, documents,papers and record of the Contractor which are directly pertinent to thiscontract for the purposes of making audits, examinations, excerpts andtranscriptions. 4. Where any Purchaser which is the FTARecipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C.5325(a) enters into a contract for a capital project or improvement (defined at49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractorshall make available records related to the contract to the Purchaser, the Secretaryof Transportation and the Comptroller General or any authorized officer oremployee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of theforegoing parties to reproduce by any means whatsoever or to copy excerpts andtranscriptions as reasonably needed. PURCHASE ORDER PO Number Page 9180724 4 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price 6. The Contractor agrees to maintain all books,records, accounts and reports required under this contract for a period of notless than three years after the date of termination or expiration of thiscontract, except in the event of litigation or settlement of claims arisingfrom the performance of this contract, in which case Contractor agrees tomaintain same until the Purchaser, the FTA Administrator, the ComptrollerGeneral, or any of their duly authorized representatives, have disposed of allsuch litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 7. FTA does not require the inclusion of theserequirements in subcontracts. Requirementsfor Access to Records and Reports 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) b. Contracts above $100,000/Capital Projects None None unless1 non-competitive award Those imposed on state pass thru to Contractor None Yes, if non-competitive award or if funded thru2 5307/5309/5311 PURCHASE ORDER PO Number Page 9180724 5 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price None None unless non-competitive award None None unless non-competitive award None None unless non-competitive award II Non State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,000/Capital Projects Yes3 Yes3 Those imposed on non-state Grantee pass thru to Contractor Yes Yes Yes Yes Yes PURCHASE ORDER PO Number Page 9180724 6 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price Yes Yes Yes Sourcesof Authority: 149USC 5325 (a) 2 49 CFR 633.17 318CFR 18.36 (i) 4. FEDERAL CHANGES (49 CFR Part 18) Applicabilityto Contracts The Federal Changes requirement appliesto all contracts. FlowDown The Federal Changes requirement flowsdown appropriately to each applicable changed requirement. ModelClause/Language No specific language is mandated. The following language has been developed byFTA. FederalChanges - Contractorshall at all times comply with all applicable FTA regulations, policies,procedures and directives, including without limitation those listed directlyor by reference in the Master Agreement between Purchaser and FTA, as they maybe 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 thiscontract. 5. CIVIL RIGHTS REQUIREMENTS (29 U.S.C. § 623, 42 U.S.C. § 2000 42U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332 29 CFRPart 1630, 41 CFR Parts 60 et seq.) Applicabilityto Contracts The Civil Rights Requirements apply toall contracts. FlowDown The Civil Rights requirements flow downto all third party contractors and their contracts at every tier. ModelClause/Language The following clause was predicated onlanguage contained at 49 CFR Part 19, Appendix A, but FTA has shortened thelengthy text. PURCHASE ORDER PO Number Page 9180724 7 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price CivilRights - The followingrequirements 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 of1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans withDisabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49U.S.C. § 5332, the Contractor agrees that it will not discriminate against anyemployee or applicant for employment because of race, color, creed, nationalorigin, sex, age, or disability. Inaddition, the Contractor agrees to comply with applicable Federal implementingregulations and other implementing requirements FTA may issue. (2)Equal Employment Opportunity - The following equal employmentopportunity 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, 42U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractoragrees to comply with all applicable equal employment opportunity requirementsof U.S. Department of Labor (U.S. DOL) regulations, "Office of FederalContract Compliance Programs, Equal Employment Opportunity, Department ofLabor," 41 C.F. R. Parts 60 et seq., (which implementExecutive Order No. 11246, "Equal Employment Opportunity," as amendedby Executive Order No. 11375, "Amending Executive Order 11246 Relating toEqual Employment Opportunity," 42 U.S.C. § 2000e note), and with anyapplicable Federal statutes, executive orders, regulations, and Federal policiesthat may in the future affect construction activities undertaken in the courseof the Project. The Contractor agrees totake affirmative action to ensure that applicants are employed, and thatemployees 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 recruitmentadvertising, layoff or termination; rates of pay or other forms of compensation;and selection for training, including apprenticeship. In addition, the Contractor agrees to complywith any implementing requirements FTA may issue. (b)Age - In accordance with section 4 of the Age Discrimination inEmployment Act of 1967, as amended, 29 U.S. C. § § 623 and Federal transit lawat 49 U.S.C. § 5332, the Contractor agrees to refrain from discriminationagainst present and prospective employees for reason of age. In addition, the Contractor agrees to complywith any implementing requirements FTA may issue. (c)Disabilities - In accordance with section 102 of the Americans withDisabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that itwill comply with the requirements of U.S. Equal Employment OpportunityCommission, "Regulations to Implement the Equal Employment Provisions ofthe Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining toemployment of persons with disabilities. In addition, the Contractor agrees to comply with any implementingrequirements FTA may issue. (3)The Contractor 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 PURCHASE ORDER PO Number Page 9180724 8 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price (FTA Circular 4220.1E) Applicabilityto Contracts The incorporation of FTA terms appliesto all contracts. FlowDown The incorporation of FTA terms hasunlimited flow down. ModelClause/Language FTA has developed the followingincorporation of terms language: Incorporationof Federal Transit Administration (FTA) Terms - The preceding provisions include, inpart, certain Standard Terms and Conditions required by DOT, whether or notexpressly set forth in the preceding contract provisions. All contractual provisions required by DOT,as set forth in FTA Circular 4220.1E, are hereby incorporated byreference. Anything to the contraryherein notwithstanding, all FTA mandated terms shall be deemed to control inthe 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 termsand conditions. 7. ENERGY CONSERVATION REQUIREMENTS (42 U.S.C. 6321 et seq. 49 CFR Part 18) Applicabilityto Contracts The Energy Conservation requirements areapplicable to all contracts. FlowDown The Energy Conservation requirementsextend to all third party contractors and their contracts at every tier andsubrecipients and their subagreements at every tier. ModelClause/Language No specific clause is recommended in theregulations because the Energy Conservation requirements are so dependent onthe state energy conservation plan. Thefollowing language has been developed by FTA: EnergyConservation - Thecontractor agrees to comply with mandatory standards and policies relating toenergy efficiency which are contained in the state energy conservation planissued in compliance with the Energy Policy and Conservation Act. 8. TERMINATION (49 U.S.C. Part 18 FTA Circular 4220.1E) Applicabilityto Contracts All contracts (with the exception ofcontracts with nonprofit organizations and institutions of higher education,)in excess of $10,000 shall contain suitable provisions for termination by thegrantee including the manner by which it PURCHASE ORDER PO Number Page 9180724 9 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price will be effected and the basis forsettlement. (For contracts withnonprofit organizations and institutions of higher education the threshold is$100,000.) In addition, such contractsshall describe conditions under which the contract may be terminated fordefault as well as conditions where the contract may be terminated because ofcircumstances beyond the control of the contractor. FlowDown The termination requirements flow downto all contracts in excess of $10,000, with the exception of contracts withnonprofit organizations and institutions of higher learning. ModelClause/Language FTA does not prescribe the form orcontent of such clauses. The followingare suggestions of clauses to be used in different types of contracts: Termination for Convenience (GeneralProvision) The City mayterminate this contract, in whole or in part, at any time by written notice tothe 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 City to be paid the Contractor. If the Contractor has any property in itspossession belonging to the City, the Contractor will account for the same, anddispose of it in the manner the City directs. Termination for Default [Breach orCause] (General Provision) Ifthe Contractor does not deliver supplies in accordance with the contractdelivery schedule, or, if the contract is for services, the Contractor fails toperform in the manner called for in the contract, or if the Contractor fails tocomply with any other provisions of the contract, the City 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 laterdetermined by the City that the Contractor had an excusable reason for notperforming, such as a strike, fire, or flood, events which are not the fault ofor are beyond the control of the Contractor, the City, after setting up a newdelivery of performance schedule, may allow the Contractor to continue work, ortreat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The City in its sole discretion may, inthe 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 Contractorfails to remedy to City's satisfaction the breach or default of any of theterms, covenants, or conditions of this Contract within ten (10) days afterreceipt by Contractor of written notice from City setting forth the nature ofsaid breach or default, City shall have the right to terminate the Contractwithout any further obligation to Contractor. Any such termination for default shall not in any way operate topreclude City from also PURCHASE ORDER PO Number Page 9180724 10 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price pursuing all available remedies against Contractor andits sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that City elects to waive its remedies for anybreach by Contractor of any covenant, term or condition of this Contract, suchwaiver by City shall not limit City's remedies for any succeeding breach ofthat or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional orTransit Service Contracts) TheCity, by written notice, may terminate this contract, in whole or in part, whenit is in the Government's interest. Ifthis contract is terminated, the Recipient shall be liable only for paymentunder the payment provisions of this contract for services rendered before theeffective date of termination. f. Termination for Default (Supplies and Service) If the Contractor fails to deliversupplies or to perform the services within the time specified in this contractor any extension or if the Contractor fails to comply with any other provisionsof this contract, the City may terminate this contract for default. The City shall terminate by delivering to theContractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contractprice for supplies delivered and accepted, or services performed in accordancewith the manner or performance set forth in this contract. If, aftertermination for failure to fulfill contract obligations, it is determined thatthe Contractor was not in default, the rights and obligations of the partiesshall be the same as if the termination had been issued for the convenience ofthe Recipient. 9. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION(NONPROCUREMENT) Background and Applicability In conjunction with the Office of Management andBudget and other affected Federal agencies, DOT published an update to 49 CFRPart 29 on November 26, 2003. Thisgovernment-wide regulation implements Executive Order 12549, Debarment and Suspension, ExecutiveOrder 12689, Debarment and Suspension,and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat.3327). Theprovisions of Part 29 apply to all grantee contracts and subcontracts at anylevel expected to equal or exceed $25,000 as well as any contract orsubcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practicein that the dollar threshold for application of these rules has been loweredfrom $100,000 to $25,000. These arecontracts and subcontracts referred to in the regulation as "coveredtransactions." Grantees,contractors, and subcontractors (at any level) that enter into coveredtransactions are required to verify that the entity (as well as its principalsand affiliates) they propose to contract or subcontract with is not excluded PURCHASE ORDER PO Number Page 9180724 11 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price ordisqualified. They do this by (a)Checking the Excluded Parties List System, (b) Collecting a certification fromthat person, or (c) Adding a clause or condition to the contract orsubcontract. This represents a changefrom prior practice in that certification is still acceptable but is no longerrequired. 49 CFR 29.300. Grantees, contractors,and subcontractors who enter into covered transactions also must require theentities they contract with to comply with 49 CFR 29, subpart C and includethis requirement in their own subsequent covered transactions (i.e., therequirement flows down to subcontracts at all levels). Clause Language Thefollowing clause language is suggested, not mandatory. It incorporates the optional method ofverifying that contractors are not excluded or disqualified by certification. Suspension andDebarment Thiscontract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verifythat none of the contractor, its principals, as defined at 49 CFR 29.995, oraffiliates, as defined at 49 CFR 29.905, are excluded or disqualified asdefined at 49 CFR 29.940 and 29.945. Thecontractor is required to comply with 49 CFR 29, Subpart C and must include therequirement to comply with 49 CFR 29, Subpart C in any lower tier coveredtransaction it enters into. Bysigning and submitting its bid or proposal, the bidder or proposer certifies asfollows: Thecertification in this clause is a material representation of fact relied uponby the City of Fort Collins. If it islater determined that the bidder or proposer knowingly rendered an erroneouscertification, in addition to remedies available to the City of Fort Collins, theFederal Government 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. BREACHESAND DISPUTE RESOLUTION (49 CFR Part 18FTA Circular 4220.1E) Applicabilityto Contracts All contracts in excess of $100,000shall contain provisions or conditions which will allow for administrative, contractual,or legal remedies in instances where contractors violate or breach contractterms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding,penalties for late or inadequate performance, retained earnings, liquidateddamages or other appropriate measures. FlowDown The Breaches and Dispute Resolutionsrequirements flow down to all tiers. ModelClauses/Language PURCHASE ORDER PO Number Page 9180724 12 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price FTA does not prescribe the form orcontent of such provisions. Whatprovisions are developed will depend on the circumstances and the type ofcontract. Recipients should consultlegal counsel in developing appropriate clauses. The following clauses are examples ofprovisions from various FTA third party contracts. Disputes - Disputes arising in the performanceof this Contract which are not resolved by agreement of the parties shall bedecided in writing by the authorized representative of (Recipient)'s [title ofemployee]. This decision shall be finaland conclusive unless within [ten (10)] days from the date of receipt of itscopy, the Contractor mails or otherwise furnishes a written appeal to the[title of employee]. In connection withany such appeal, the Contractor shall be afforded an opportunity to be heardand to offer evidence in support of its position. The decision of the [title of employee] shallbe binding upon the Contractor and the Contractor shall abide be the decision. PerformanceDuring Dispute - Unlessotherwise directed by (Recipient), Contractor shall continue performance underthis Contract while matters in dispute are being resolved. Claimsfor Damages - Shouldeither party to the Contract suffer injury or damage to person or propertybecause of any act or omission of the party or of any of his employees, agentsor others for whose acts he is legally liable, a claim for damages thereforshall be made in writing to such other party within a reasonable time after thefirst observance of such injury of damage. Remedies - Unless this contract providesotherwise, all claims, counterclaims, disputes and other matters in questionbetween the (Recipient) and the Contractor arising out of or relating to thisagreement or its breach will be decided by arbitration if the parties mutuallyagree, or in a court of competent jurisdiction within the State in which the(Recipient) is located. Rightsand Remedies - The dutiesand obligations imposed by the Contract Documents and the rights and remediesavailable thereunder shall be in addition to and not a limitation of anyduties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the(Recipient), (Architect) or Contractor shall constitute a waiver of any rightor duty afforded any of them under the Contract, nor shall any such action orfailure to act constitute an approval of or acquiescence in any breachthereunder, except as may be specifically agreed in writing. 11. LOBBYING (31 U.S.C. 1352 49 CFR Part 19 49 CFRPart 20) PURCHASE ORDER PO Number Page 9180724 13 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price Applicabilityto Contracts The Lobbying requirements apply toConstruction/Architectural and Engineering/Acquisition of RollingStock/Professional Service Contract/Operational Service Contract/Turnkeycontracts. FlowDown The Lobbying requirements mandate themaximum flow down, pursuant to Byrd Anti-Lobbying Amendment, 31 U. S.C. §1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7. MandatoryClause/Language Clause and specific language therein aremandated by 49 CFR Part 19, Appendix A. Modifications have been made to theClause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, etseq.] - Lobbying Certification and Disclosureof Lobbying Activities for third party contractors are mandated by 31 U.S. C.1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995,and DOT implementing regulation, "New Restrictions on Lobbying," at49 CFR § 20.110(d) - Language in Lobbying Certification ismandated by 49 CFR Part 19, Appendix A, Section 7, which provides thatcontractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to theLobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of1995. - Use of "Disclosure of LobbyingActivities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20,as amended by "Government wide Guidance For New Restrictions onLobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20,Appendix A. ByrdAnti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying DisclosureAct of 1995, P.L. 104- 65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for anaward of $100,000 or more shall file the certification required by 49 CFR part20, "New Restrictions on Lobbying." Each tier certifies to the tierabove that it will not and has not used Federal appropriated funds to pay anyperson or organization for influencing or attempting to influence an officer oremployee of any agency, a member of Congress, officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federalcontract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of anyregistrant under the Lobbying Disclosure Act of 1995 who has made lobbyingcontacts on its behalf with non- Federal funds with respect to that Federalcontract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier totier up to the recipient. APPENDIX A, 49 CFR PART20--CERTIFICATION REGARDING LOBBYING PURCHASE ORDER PO Number Page 9180724 14 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price Certification for Contracts, Grants, Loans, and CooperativeAgreements (To be submitted with eachbid or offer exceeding $100,000) The undersigned [Contractor] certifies,to the best of his or her knowledge and belief, that: (1)No Federal appropriated funds have been paid or will be paid, by or on behalfof the undersigned, to any person for influencing or attempting to influence anofficer or employee of an agency, a Member of Congress, an officer or employeeof Congress, or an employee of a Member of Congress in connection with theawarding of any Federal contract, the making of any Federal grant, the makingof any Federal loan, the entering into of any cooperative agreement, and theextension, continuation, renewal, amendment, or modification of any Federalcontract, grant, loan, or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will bepaid to any person for making lobbying contacts to an officer or employee ofany agency, a Member of Congress, an officer or employee of Congress, or anemployee of a Member of Congress in connection with this Federal contract,grant, loan, or cooperative agreement, the undersigned shall complete andsubmit Standard Form--LLL, "Disclosure Form to Report Lobbying," inaccordance with its instructions [as amended by "Government wide Guidancefor New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein hasbeen modified in accordance with Section 10 of the Lobbying Disclosure Act of1995 (P.L. 104-65, to be codified at 2 U. S.C. 1601, et seq.)] (3)The undersigned shall require that the language of this certification beincluded in the award documents for all subawards at all tiers (includingsubcontracts, subgrants, and contracts under grants, loans, and cooperativeagreements) and that all subrecipients shall certify and disclose accordingly. This certification is a materialrepresentation of fact upon which reliance was placed when this transaction wasmade or entered into. Submission of thiscertification is a prerequisite for making or entering into this transactionimposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of1995). Any person who fails to file therequired certification shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. §1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails tofile or amend a required certification or disclosure form shall be subject to acivil penalty of not less than $10,000 and not more than $100,000 for each suchexpenditure or failure.] The Contractor, ________________ ___, certifiesor affirms the truthfulness and accuracy of each statement of its certificationand disclosure, if any. In addition, theContractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. __________________________ Signature ofContractor's Authorized Official PURCHASE ORDER PO Number Page 9180724 15 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price __________________________ Name andTitle of Contractor's Authorized Official ___________________________ Date 12. CLEANAIR (42 U.S.C. 7401 et seq, 40 CFR 15.61, 49CFR Part 18) Applicabilityto Contracts The Clean Air requirements apply to allcontracts exceeding $100,000, including indefinite quantities where the amountis expected to exceed $100,000 in any year. FlowDown The Clean Air requirements flow down toall subcontracts which exceed $100,000. ModelClauses/Language No specific language is required. FTA has proposed the following language. CleanAir - (1) TheContractor agrees to comply with all applicable standards, orders orregulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401et seq. The Contractoragrees to report each violation to the Purchaser and understands and agreesthat the Purchaser will, in turn, report each violation as required to assurenotification to FTA and the appropriate EPA Regional Office. (2) TheContractor also agrees to include these requirements in each subcontractexceeding $100,000 financed in whole or in part with Federal assistanceprovided by FTA. 13. CLEANWATER REQUIREMENTS (33 U.S.C. 1251) Applicabilityto Contracts The Clean Water requirements apply toeach contract and subcontract which exceeds $100,000. FlowDown The Clean Water requirements flow downto FTA recipients and subrecipients at every tier. ModelClause/Language While no mandatory clause is containedin the Federal Water Pollution Control Act, as amended, the following languagedeveloped by FTA contains all the mandatory requirements: CleanWater - (1) TheContractor agrees to comply with all applicable standards, orders orregulations issued pursuant to the Federal Water Pollution Control Act, asamended, 33 U.S.C. 1251 et seq. The Contractor agrees PURCHASE ORDER PO Number Page 9180724 16 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price to report each violation to the Purchaser andunderstands and agrees that the Purchaser will, in turn, report each violationas required to assure notification to FTA and the appropriate EPA RegionalOffice. (2) TheContractor also agrees to include these requirements in each subcontractexceeding $100,000 financed in whole or in part with Federal assistanceprovided by FTA. 14. CARGOPREFERENCE REQUIREMENTS (46 U.S.C. 1241 , 46 CFR Part 381) Applicabilityto Contracts The Cargo Preference requirements applyto all contracts involving equipment, materials, or commodities which may betransported by ocean vessels. FlowDown The Cargo Preference requirements applyto all subcontracts when the subcontract may be involved with the transport ofequipment, material, or commodities by ocean vessel. ModelClause/Language The MARAD regulations at 46 CFR 381.7contain suggested contract clauses. Thefollowing language is proffered by FTA. CargoPreference - Use of United States-Flag Vessels - The contractor agrees: a. to useprivately owned United States-Flag commercial vessels to ship at least 50percent of the gross tonnage (computed separately for dry bulk carriers, drycargo liners, and tankers) involved, whenever shipping any equipment, material,or commodities pursuant to the underlying contract to the extent such vesselsare available at fair and reasonable rates for United States-Flag commercialvessels; b. to furnish within 20 working days following the date ofloading for shipments originating within the United States or within 30 workingdays following the date of leading for shipments originating outside the UnitedStates, a legible copy of a rated, "on-board" commercial oceanbill-of -lading in English for each shipment of cargo described in thepreceding paragraph to the Division of National Cargo, Office of MarketDevelopment, Maritime Administration, Washington, DC 20590 and to the FTArecipient (through the contractor in the case of a subcontractor'sbill-of-lading.) c. to include these requirements in allsubcontracts issued pursuant to this contract when the subcontract may involvethe transport of equipment, material, or commodities by ocean vessel. 15. DISADVANTAGEDBUSINESS ENTERPRISE (DBE) (49 CFR Part 26) Backgroundand Applicability The newest version on the Department ofTransportation's Disadvantaged Business Enterprise (DBE) program becameeffective July 16, 2003. The ruleprovides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBEparticipation where specific contract goals have been set, reportingrequirements, and replacement of DBE subcontractors. Additionally, the DBE program PURCHASE ORDER PO Number Page 9180724 17 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price dictatespayment terms and conditions (including limitations on retainage) applicable toall subcontractors regardless of whether they are DBE firms or not. The DBE program applies to allDOT-assisted contracting activities. Aformal clause such as that below must be included in all contracts above themicro-purchase level. The requirementsof clause subsection b flow down to subcontracts. A substantial change to the paymentprovisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage shouldbe reflected in the language choices in clause subsection d. Clause Language Thefollowing clause language is suggested, not mandatory. It incorporates the payment terms andconditions applicable to all subcontractors based in Part 26 as well as thoserelated only to DBE subcontractors. Thesuggested language allows for the options available to grantees concerningretainage, specific contract goals, and evaluation of DBE subcontracting participationwhen specific contract goals have been established. DisadvantagedBusiness Enterprises a. This contract is subject to the requirementsof Title 49, Code of Federal Regulations, Part 26, Participation byDisadvantaged Business Enterprises in Department of Transportation FinancialAssistance Programs. The national goal for participation ofDisadvantaged Business Enterprises (DBE) is 10%. The agency's overallgoal for DBE participation is 5 %. A contract goal of N/A DBEparticipation has been established for this procurement. b. The contractor shall not discriminate on thebasis of race, color, national origin, or sex in the performance of thiscontract. The contractor shall carry out applicable requirements of 49CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breachof this contract, which may result in the termination of this contract or suchother remedy as the City of Fort Collinsdeems appropriate. Each subcontract the contractor signs with asubcontractor must include the assurance in this paragraph (see 49 CFR26.13(b)). c. Bidders/offerors are required to documentsufficient DBE participation to meet these goals or, alternatively, documentadequate good faith efforts to do so, as provided for in 49 CFR26.53. Award of this contract isconditioned on submission of the following concurrent with and accompanyingsealed bid: 1. The names and addresses of DBE firms that willparticipate in this contract; 2. A description of the work each DBE willperform; 3. The dollar amountof the participation of each DBE firm participating; 4. Written documentation of the bidder/offeror'scommitment to use a DBE subcontractor whose participation it submits to meetthe contract goal; 5. Written confirmation from the DBE that it isparticipating in the contract as provided in the prime contractor's commitment;and PURCHASE ORDER PO Number Page 9180724 18 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price 6. If the contract goal is not met, evidence ofgood faith efforts to do so. Bidders mustpresent the information required above as a matter of responsiveness (see49 CFR 26.53(3)). {If no separatecontract goal has been established, use the following} The successful bidder/offerorwill be required to report its DBE participation obtained through race-neutralmeans throughout the period of performance. d. The contractor is required to pay itssubcontractors performing work related to this contract for satisfactoryperformance of that work no later than 30 days after the contractor's receiptof payment for that work from the City of Fort Collins. In addition, thecontractor may not hold retainage from its subcontractors and is required toreturn any retainage payments to those subcontractors within 30 days after thesubcontractor's work related to this contract is satisfactorily completed. e.The contractor must promptly notify the City of Fort Collins whenever a DBEsubcontractor performing work related to this contract is terminated or failsto complete its work, and must make good faith efforts to engage another DBEsubcontractor to perform at least the same amount of work. The contractor may not terminate any DBEsubcontractor and perform that work through its own forces or those of anaffiliate without prior written consent of the City of Fort Collins. 16. RECYCLEDPRODUCTS (42 U.S.C. 6962, 40 CFR Part 247,Executive Order 12873) Applicabilityto Contracts The Recycled Products requirements applyto all contracts for items designated by the EPA, when the purchaser orcontractor procures $10,000 or more of one of these items during the fiscalyear, or has procured $10,000 or more of such items in the previous fiscalyear, using Federal funds. Newrequirements for "recovered materials" will become effective May 1,1996. These new regulations apply to allprocurement actions involving items designated by the EPA, where the procuringagency purchases $10,000 or more of one of these items in a fiscal year, orwhen the cost of such items purchased during the previous fiscal year was$10,000. FlowDown These requirements flow down to all toall contractor and subcontractor tiers. ModelClause/Language No specific clause is mandated, but FTAhas developed the following language. Recovered Materials - The contractor agrees to comply with all the requirementsof Section 6002 of the Resource Conservation and Recovery Act (RCRA), asamended (42 U.S.C. 6962), including but not limited to the regulatoryprovisions of 40 CFR Part 247, and Executive Order 12873, as they apply to theprocurement of the items designated in Subpart B of 40 CFR Part 247. 17. ADAACCESS PURCHASE ORDER PO Number Page 9180724 19 of 20 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days 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 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price Accessibility. Facilities to be used inpublic transportation service must comply with 42 U.S.C. Sections 12101 etseq. and DOT regulations, "Transportation Services for Individuals withDisabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations,"Americans with Disabilities (ADA) Accessibility Specifications forTransportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOTincorporated by reference the ATBCB's "Americans with Disabilities ActAccessibility Guidelines" (ADAAG), revised July 2004, which includeaccessibility guidelines for buildings and facilities, and are incorporatedinto Appendix A to 49 CFR Part 37. DOT also added specific provisions toAppendix A modifying the ADAAG, with the result that buildings and facilitiesmust comply with both the ADAAG and amendments thereto in Appendix A to 49 CFRPart 37. 18. CONFORMANCEWITH ITS NATIONAL ARCHITECTURE To the extent applicable, the Contractoragrees to conform to the National Intelligent Transportation Systems (ITS)Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512note, and follow the provisions of FTA Notice, "FTA National ITS ArchitecturePolicy on Transit Projects," 66 Fed. Reg. 1455 et seq., January8, 2001, and any other implementing directives FTA may issue at a later date,except to the extent FTA determines otherwise in writing. 19. CITYOF FORT COLLINS BID PROTEST PROCEDURES The City of Fort Collins has a protestprocedure, covering any phase of solicitation or award, including but notlimited to specification or award. The protest procedures are availablefrom the Purchasing Department, City of Fort Collins, 215 N. Mason, Street, 2ndFloor, P. O. Box 580, Fort Collins, CO. 80522. You may also request acopy of the procedures by emailing: Purchasing@fcgov.com or calling 970-221-6775. Total $140,200.00 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 20 of 20 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