This document is for informational purposes only. The Terms and Conditions in any RTD Purchase Order (PO) or Contract are the prevailing requirements.
Last updated April 2013
- Instructions to contractor.
Contractor shall include RTD’s purchase order number on invoices, packing lists, bills of lading, packages, containers, and correspondence processed under this order. A packing list shall accompany each shipment of goods and, if such shipment completes the purchase order, shall show there: “This shipment completes this order.” RTD will not pay Contractor costs incurred for boxing, crating, shipping insurance, handling, banding, etc., unless previously agreed upon and indicated on the original purchase order. Goods shall be packaged to ensure safe arrival at destination; goods not properly packed may be rejected by RTD.
- Contractor’s acceptance.
This purchase order constitutes an offer by RTD to Contractor to purchase the goods or services covered by the purchase order. In the event of any inconsistency or conflict among these terms and conditions and other documents, the following order of precedence shall apply: (a) these terms and conditions; (b) terms written on the face of or otherwise referenced in the purchase order; and (c) any related Purchase or Service Agreement for which the purchase order form is an attachment. Upon acceptance of this purchase order, shipment of goods or commencement of services, Contractor shall be bound by the provisions of this purchase order, including all provisions set forth on the face hereof whether or not Contractor signs or otherwise acknowledges this purchase order unless Contractor objects to any specific provisions in a writing delivered to RTD reasonably prior to shipping goods or commencing services.
Invoices, whether for goods or services, shall be submitted to RTD in duplicate (no staples or paper fasteners of any kind), along with Invoice Sheet, and shall contain the following information: Purchase Order Number, Item Number, Description of Supplies/Services, Quantity, Unit, Unit Price, and Totals. Unless otherwise specified, payment will be made on partial deliveries accepted by RTD when the amount due on such deliveries so warrants. Service rates set forth in the purchase order include all profit, wages, salaries, overhead, taxes and other costs and expenses. RTD shall make no payment for work performed at overtime or premium rates unless such work is expressly authorized by RTD.
If a prompt payment discount is negotiated, its terms will be specifically identified in the purchase order. For purposes of earning such discount, payment shall be deemed tendered as of the date such payment is placed in the U. S. Mail.
- Tax exemption.
RTD is a political subdivision of the State of Colorado and is exempt from Federal Excise Tax under 26 U.S.C.A. § 4221-4222 (2002). RTD is exempt from Colorado State sales and state- collected sales taxes (Colorado State: 98-00688). RTD is also exempt from any local sales and use tax levied by a home rule city that specifically exempts political subdivisions from payment of such sales and use taxes.
- Delivery, inspection, and acceptance.
Time is of the essence in the performance of this purchase order. Delivery of goods shall be FOB destination, unless otherwise specified on the purchase order. Inspection and acceptance by RTD will be at shipping destination, unless otherwise provided. Risk of loss shall remain with Contractor until tender of delivery and acceptance of goods by RTD. Where RTD rightfully rejects or revokes acceptance of goods, in accordance with Article 7 hereof, the risk of loss shall be deemed to have remained continuously with Contractor from the beginning. When goods are delivered, certificates or releases signed by representatives of RTD are understood to be a simple acknowledgement of receipt of goods and do not constitute acceptance by RTD of the condition of the materials in whole or in part. RTD reserves the right to return goods delivered in advance of any prescribed delivery schedule.
- Nonconforming goods.
If the goods ordered herein fail to conform to the requirements of this purchase order, RTD shall have the right to reject such goods. Goods that have been delivered and rejected may be returned to Contractor for replacement, correction, reimbursement, or credit as RTD may direct; any rejected goods are at Contractor’s risk and expense. Packaging and handling expenses incidental thereto and applicable transportation cost shall be payable by Contractor. Upon non-acceptance, repudiation or rejection of any goods, RTD shall not be liable for any profit Contractor would have made, nor for incidental damages. If, after notice of rejection, Contractor fails to promptly replace or correct such rejected items, such items may be replaced or corrected by RTD at the expense of Contractor.
- Variation in quantity.
No variation in the quantity of any item called for by the purchase order will be accepted unless such variation has been caused by conditions of loading, shipping, packing, or allowances in manufacturing processes, and then only to the extent, if any, specified elsewhere in this purchase order. Variations in quantity not meeting these criteria may render the tender of delivery nonconforming.
Contractor expressly warrants that all goods and services covered by this purchase order shall conform to the specifications, drawings, samples or other description upon which this purchase order is based; conform to commercially reasonable standards; are fit and sufficient for the purposes intended; merchantable; are of good material and workmanship and free from defects; and are free of any claim of any third party. Inspection and acceptance or use of the goods or services furnished hereunder shall not affect the Contractor’s obligation under these warranties, and such warranties shall survive inspection and acceptance and use. Any inspection, acceptance or payment for goods and services by RTD shall not constitute a waiver by RTD of any warranties. These warranties shall run to RTD, its successors, and assigns.
- Contractor representation.
Contractor represents and warrants that it has sufficiently informed itself in all matters affecting the performance of the work or the furnishing of the labor, services, goods, supplies, material or equipment as specified in the purchase order. All goods and services supplied shall conform to commercially reasonable standards. All personnel assigned by Contractor to perform services to be furnished hereunder shall be capable, skilled, qualified and competent to perform such services. RTD may require Contractor to remove from RTD property any employee, agent, or representative of Contractor or any of its subcontractors that RTD deems incompetent, careless, or negligent. Contractor further represents and warrants that the prices stated in this purchase order are a complete and correct statement of Contractor’s prices for furnishing the goods and services required by this purchase order and are not less favorable than those currently extended to any other customer for the same or like goods or services in equal or smaller amounts.
- Hazardous materials.
If goods purchased hereunder contain hazardous materials or are themselves hazardous, Contractor represents and warrants that Contractor understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials. Contractors are required to provide a Manufacturer’s Safety Data Sheet on all hazardous materials supplied.
- Asbestos notification.
Contractor is hereby advised that RTD properties may have building materials that contain asbestos. The asbestos may be (1) confirmed asbestos containing material (ACM) (verified to be greater than 1% by laboratory analysis); (2) presumed to be asbestos containing material (PACM); or (3) material with the presence of asbestos (materials containing trace-1% asbestos). Prior to disturbing any building material, Contractor shall provide to RTD’s Environmental Unit a summary of the scope of work for the activity planned at that building, including specific work area/location, and specific work practices. RTD’s Environmental Unit will review the scope of work in conjunction with asbestos inspection information to determine if any asbestos material will be impacted, and what steps are necessary (if any) prior to disturbing the building material. In addition, Contractor shall obtain written clearance to conduct work from the RTD Environmental Unit prior to disturbing any building material. Contractor shall comply with all applicable Federal, State and local asbestos regulations. The application or installation of any material or product with the presence of asbestos is prohibited by RTD. Contractor shall be responsible for all costs associated with removal of any installation or application of material with the presence of asbestos (detectable levels of asbestos). Contractor shall provide RTD with manufacturer certifications that products used do not contain the presence of asbestos (detectable levels of asbestos), or provide RTD with product testing data that demonstrates the products to do not contain the presence of asbestos fibers.
- Hold harmless.
Contractor agrees to save and hold RTD harmless from and against all suits, claims and demands, including attorneys’ fees, based upon any alleged damage to property or any alleged injury to persons (including death) that may occur or be alleged to have occurred by or on account of any act or omission on the part of Contractor, its subcontractors, or any of Contractor’s, or its subcontractors’, servants, employees, or agents.
(This paragraph 14 applies if, and then to the extent, Contractor’s duties hereunder require or contemplate performance of services by Contractor’s employees, or persons under contract to Contractor, to be done on property under ownership, possession, or control of RTD.) Contractor shall maintain insurance coverages as specified in the solicitation or order, if any, and shall provide proof of such coverage to RTD. If no coverages are specified in the solicitation or order, Contractor shall maintain all necessary insurance coverages, including comprehensive general liability and statutory workers' compensation insurance. Contractor shall indemnify and save harmless and defend RTD from any and all claims or liabilities arising out of the work covered by this paragraph 14.
- Termination for default.
RTD’s General Manager, or his or her delegate, may, by written notice to Contractor, terminate this purchase order, in whole or in part, for failure of Contractor to comply with any of the provisions hereof. In such event, Contractor shall be liable for damages, including the excess cost of procuring replacement goods or services; provided, however, if it is determined for any reason that Contractor was not in default or, Contractor’s failure to perform is beyond its control, fault, or negligence, the termination shall be deemed to be a termination for convenience under Article 16.
- Termination for convenience.
RTD’s General Manager, or his or her delegate, may, by written notice to Contractor, terminate this purchase order, in whole or in part, when it is in the best interest of RTD. If this purchase order is so terminated, Contractor shall be compensated solely for goods inspected, accepted and not subsequently rejected for nonconformity by RTD. If and to the extent that this purchase order is for services and is so terminated, RTD shall be liable only for payment for services rendered prior to the effective date of termination.
All obligations of RTD under this purchase order/contract that require funding are subject to prior annual appropriations of monies expressly made by the Board of Directors of RTD for the purposes hereof. Nothing herein shall be construed by either the Contractor or RTD as a multiple fiscal year obligation as described by Article X, Section 20 of the Colorado Constitution. If funding is not appropriated by the Board of Directors, RTD may terminate or modify the purchase order/contract as required. Additional funding to the purchase order/contract will be accomplished by a Contract amendment. No legal liability on the part of the RTD for any payment may arise for performance under this purchase order/contract beyond the current funding year, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability.
Except as otherwise provided herein and/or in any attachments hereto, any dispute arising hereunder concerning a question of fact that is not disposed of by agreement shall be decided by RTD’s General Manager, or his or her delegate. Contractor will be notified of the decision in writing. To the extent allowable by law, any such decision shall be final, conclusive, and not subject to judicial review unless shown to be fraudulent, capricious, arbitrary, or so grossly erroneous as to imply bad faith.
Each of the rights and remedies reserved by RTD in this purchase order shall be cumulative and additional to any other or further remedies provided in law or equity or in this purchase order. A waiver of a breach of any provision hereof shall not constitute a waiver of any other breach.
- Officials and employees not to benefit.
No employee of RTD or any member of its governing body shall have any personal or financial interest, direct or indirect, in this purchase order, or any contract executed subsequently in connection therewith, during his or her respective tenure or for one year thereafter. No public official or employee of a governing body of any locality included within the Regional Transportation District shall have a personal or financial interest in any purchase order or contract performed within the locality of such governing body.
No gratuities (in the form of entertainment, gifts, or otherwise) may be offered to any employee of RTD or any member of its governing body with the intent to obtain favorable treatment under any agreement with RTD. Upon violation of this Article, RTD may, by written notice to Contractor, terminate for default this purchase order and any other purchase order or contract that Contractor has with RTD. In addition, Contractors found in violation of this Article may be permanently barred from participating in future purchase orders or contracts with RTD.
Contractor shall not assign, transfer, or encumber, in whole or in part, its obligations under this purchase order or any of its rights, title or interest in the same without prior written consent of RTD.
- Laws governing; jurisdiction and venue.
This purchase order shall be construed pursuant to the laws of the State of Colorado. Jurisdiction and venue for all disputes under this purchase order shall be in the State District or County Court in Denver, Colorado.
- DBE/SBE utilization.
Contractor shall cooperate with RTD with regard to maximum utilization of disadvantaged or small business enterprises and shall use its best efforts to insure that DBEs/SBEs shall have the maximum practicable opportunity to compete for subcontract work, if any, under this purchase order.
- Independent contractor.
The relationship of Contractor to RTD shall be that of an independent contractor and nothing herein contained shall be construed as creating any employer/employee, agency, or other relationship of any kind.
- Compliance with laws.
Contractor agrees that all goods and services supplied in the performance this purchase order, shall fully comply with all applicable federal, state, or local laws, rules, regulations, or ordinances. Contractor shall, if requested by RTD, supply certification and evidence of such compliance.
In connection with this purchase order, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability.
- Illegal aliens.
(This paragraph 27 applies to purchase orders for services only or for a purchase of goods involving an element of Contractor-supplied services pursuant to C.R.S. § 8-17.5-101 et seq.) Contractor, at the time of execution of this purchase order, does not and shall not knowingly employ, or contract with, an illegal alien to perform work under this Purchase Order. The Contractor has verified or attempted to verify through participation in the Basic Pilot Employment Verification Program administered by the Department of Homeland Security that the Contractor does not employ any illegal aliens. Contractor agrees to sign this purchase order or otherwise provide RTD certification of the above as required by C.R.S. § 8-17.5-102(1). Additionally, Contractor shall not knowingly contract with a subcontractor that fails to certify to Contractor that the subcontractor does not knowingly employ, or contract with, an illegal alien to perform work under this Purchase Order. Contractor shall comply with all provisions of C.R.S. § 8-17.5-101 et seq.
- Background checks.
Contractor shall conduct background investigations on all Contractor employees who will receive access control badges providing access to RTD facilities. Contractor shall be primarily responsible for conducting and examining such background investigations, provided that Contractor’s background investigation shall, at minimum, include a Colorado Bureau of Investigation Criminal History Check covering the previous seven years, an examination of the employee’s employment history covering the previous ten years, and, where appropriate, a complete Colorado Motor Vehicle Driver’s history. Contractor shall evaluate background information according to Contractor’s own policies and procedures; provided, however, that RTD shall not accept any Contractor employee whose background information reveals (a) conviction for any theft-related offense; (b) conviction for any sex-related offense; or (c) conviction of assault, domestic violence, or weapons offense. Any documentation concerning the background investigations shall be maintained as confidential by the Contractor, but shall be made available for inspection by RTD on three-days’ notice. In all cases where Contractor employees receive access control badges, it shall be the responsibility of the Contractor to return the badges to RTD at the end of the assignment. Prior to receiving any access control badges, Contractor shall be required to provide the name of each employee assigned to perform under the purchase order and a certification that Contractor has conducted background investigations for each of those employees. No work shall commence and no access control badges will be issued until certification has been received by RTD. Any subsequent substitution of an employee shall require separate certification, which must be received before a new employee is provided an access control badge. Failure to provide certification or provision of false information under this provision is basis for termination of this purchase order.
The headings of these terms and conditions are for reference purposes only and are not restrictive as to content.
If any part, term, or provision of this purchase order is held by the courts to be illegal or in conflict with any law of the State of Colorado, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of Contractor and RTD shall be construed and enforced as if the purchase order did not contain the particular part, term, or provision held to be invalid.
- Entire agreement; modifications.
This purchase order constitutes the entire agreement for sale and purchase of the goods and services identified herein, and is expressly limited to and made conditional upon Contractor’s acceptance of all terms and conditions. Any additional or different terms and conditions contained in any prior quotation or that may be contained in any acknowledgment of this purchase order shall be deemed objected to by RTD without further notice of objection and shall be of no effect nor under any circumstances be binding upon RTD. The terms of this purchase order cannot be changed or qualified except in writing by RTD’s General Manager or his or her delegate.