HomeMy WebLinkAbout435885 NORTH AMERICAN BUS INDUSTRIES INC - PURCHASE ORDER - 9102829 (2)PURCHASE ORDER PO Number Page
9102829 1 of 3
This number must appear
on all invoices, packing
slips and labels.
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Date: 04/27/2012
Vendor : 435885 Ship To: TRANSFORT BUS FACILITY
NORTH AMERICAN BUS INDUSTRIES INC CITY OF FORT COLLINS
106 NATIONAL DR 6570 PORTNER ROAD
ANNISTON Alabama 36207 CITY OF FORT COLLINS Colorado
Delivery Date: 12/31/2013 Buyer: JAMES HUME
Note:
Line Description Quantity
Ordered UOM Unit Price
Extended
Price
1 2 each - 60' articulated buses 1 LOT LS 1,514,136.00
low-floor, CNG powered buses
per F2969, Santa Monica and Fort Collins consortium bid,
the Purchase Agreement dated April 15, 2010,
and Amendment #1 to the Agreement.
Dept: Transfort - Mason Corridor Project
City contact: Jim Hume, 970-221-6776
Transfort contact: Dave Leicester, 970-221-6205
2 Addendum 1 LOT EA 10,522.00
Per Amendment #2
3 Addendum 1 LOT EA 21,038.00
Per Amendment #3
4 Addendum 1 LOT EA 123,238.00
Per Amendment #4
PURCHASE ORDER PO Number Page
9102829 2 of 3
This number must appear
on all invoices, packing
slips and labels.
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Line Description Quantity
Ordered UOM Unit Price
Extended
Price
5 Share of purchase (1 bus) 1 LOT EA 834,467.00
Per Amendment #4
6 Share of purchase (3 buses) 1 LOT EA 2,503,401.00
Per Amendment #4
Addendum to add 4 buses to the existing order at the price specified in Amendment #4.
Order total: Six (6) Model 60-BRT buses at $834,467 each, per F2969, Santa Monica and
City of Fort Collins consortium bid, the Purchase Agreement referenced above, and all
amendments to that Agreement.
Dept: Transfort
City contact: Purchasing, 970-221-6775; Transfort, 970-221-6625, Dave Leicester
Deliver completed units & title documents to:
Transfort, 6570 Portner Road, Fort Collins, CO
970-221-6625
Payment terms:
35% payment net 20 days after delivery of each body/chassis
shell to final assembly site, Anniston, AL
65% payment net 20 days after delivery and final acceptance
of each completed bus.
Precedence of documents:
1. Agreement to Purchase dated April 15, 2010
2. F2969, Santa Monica and Fort Collins consortium bid
3. NABI response to F2969
4. Amendments to the Agreement
5. PO #9102829
5. Future configuration changes agreed to by both parties.
Total $5,006,802.00
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
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
NOTICE OF AWARD
Date: March 31, 2010
TO: North American Bus Industries, Inc. (NABI)
FROM: City of Fort Collins (City)
PROJECT: Purchase of 60-foot Articulated Transfort Buses
You are hereby notified that, per your proposal dated April 22, 2009 and subsequent price quote
dated March 9, 2010, NABI has been awarded an Agreement to Purchase six (6) 60-foot,
articulated, low-floor, heavy duty, CNG powered buses.
You are hereby notified that, per your proposal dated April 22, 2009 and subsequent price quote
dated March 9, 2010, NABI has been awarded an Agreement to Purchase six (6) 60-foot,
articulated, low-floor, heavy duty, CNG powered buses.
Three (3) copies of the Agreement to Purchase are enclosed.
You must, within fifteen (15) days, deliver to the City of Fort Collins three (3) fully executed
copies of the Agreement to Purchase.
You must, within fifteen (15) days, deliver to the City of Fort Collins three (3) fully executed
copies of the Agreement to Purchase.
Failure to comply with these conditions within the time specified will entitle the City of Fort Collins
to consider your proposal abandoned and to annul this Agreement to Purchase.
Failure to comply with these conditions within the time specified will entitle the City of Fort Collins
to consider your proposal abandoned and to annul this Agreement to Purchase.
Within ten (10) days after you comply with those conditions, the City of Fort Collins will return to
you one (1) fully-signed copy of the Agreement to Purchase.
Within ten (10) days after you comply with those conditions, the City of Fort Collins will return to
you one (1) fully-signed copy of the Agreement to Purchase.
City of Fort Collins
________________________________________
James B. O’Neill, II, CPPO, FNIGP
Director of Purchasing & Risk Management
CHANGE ORDER AUTHORIZATION - Fort Collins, 60-foot Articulated Buses
Change Order Number: NABI - ** Date:
Contract change Equipment or configuration change
Contractor:
North American Bus Industries (NABI)
106 National Drive
Anniston, AL 36207
Project: Order for six (6) 60-foot articulated, CNG powered, transit buses
Current Cost (including change orders issued to date):
Total: $ ********* per bus
Grand Total: $ ********** for six buses
Item # Description Qty Unit price Ext. cost (+ or -)
Change Order Total: $
Current Contract Cost: $
Total, this Change Order: $
This Change Order, % Change:
Revised Contract Amount: $
Cumulative Change Order Amt: $
Cumulative % Change:
Change Order Approved By:
City of Fort Collins North American Bus Industries, Inc.
Project Manager
Date:
(Title)
Director of Purchasing & Risk Management Date:
(for change orders over $30,000)
Date:
Exhibit G: Warranty
Basic warranty for NABI 60’ articulated buses procured under F2969:
Component Years or Miles
(whichever occurs first)
Complete Bus 1 50,000
Basic Structure 3 150,000
Structural Integrity 7 350,000
Air Compressor 2 100,000
Alternator 2 100,000
Axles 2 100,000
Brakes (wear surfaces only) 2 100,000
Destination Signs 2 N/A
Emission Controls 5 100,000
Engine (extended) 5 300,000
Flooring Material 12 N/A
HVAC 2 Unlimited
Starter 2 100,000
Transmission 2 250,000
Wheelchair Ramp 2 N/A
Wheels (Aluminum) 5 (Years 2-5, parts only) N/A
January, 2009
Independent Cost Estimate, 60ft articulated, low-floor, CNG buses
NABI 60' BRT Low floor CNG 793,287 22
Source: APTA Public Transportation Vehicle Database
There was only one award for 60ft articulated, CNG powered buses made in 2008. Based on
the award price and a 12%, 1-year cost adjustment derived from PPI table WPU 1413, we
estimate this type of bus to cost $888,480 by the time an award is made.
February, 2010
Price Analysis
North American Bus Industries Final Price Quote, Santa Monica and Fort Collins bid #2969
At the time the City of Fort Collins joined with the City of Santa Monica in the joint bid for 60-foot
articulated, CNG-powered buses, much of the final bus configuration had not yet been decided
on by Transfort staff.
Once the base price of the bus had been determined for Santa Monica, Transfort staff began
negotiations with NABI for certain equipment changes, most of which were of a minor nature.
Some changes, such as the switch to an Allison B500R transmission, were intended to maintain
fleet parts commonality. Others were to equip the buses with systems compatible with our
existing fleet, such as the change to Verint mobile video equipment.
The pricing of deleted items and cost of substitutions are in line with known costs for the same
or similar equipment in 35- and 40-foot North American Bus Industries (NABI) buses procured
over the last three years under a separate bid.
$746,848 is a fair and reasonable price for 60ft, low-floor, articulated, CNG powered buses.
Excluded Parties Search, North American Bus Industries (NABI)
(EPLS revised after each Amendment or other change)
May, 2010
Revised Price Analysis, Amendment #1
In the initial Bus Purchase Agreement, the City was obligated to place an order for the six buses
no later than May 31, 2010. Because of Mason Corridor project delays, an extension of this
date, to March 31, 2011, was negotiated with NABI.
PPI adjustment was applied to bus prices, per the Purchase Agreement, bringing the per bus
price to $757,068.
Bids were awarded for a total of twenty-four 60ft, low-floor, articulated, CNG powered buses in
2009 and early 2010. Average price: $776,600. The amended price of NABI 60ft articulated
buses under F2969 is still fair and reasonable.
April, 2011
Revised Price Analysis, Amendment #2
Because the Mason Corridor project still had not moved forward far enough to allow bus orders
to be placed, a second extension was negotiated with NABI. A PPI price adjustment brought
the price to $762,329.
At the time of this Amendment no other awards had been made for 60ft articulated, low-floor,
CNG powered buses. Last similar award price: $802,000 each for 16 buses. The revised price
for NABI buses is still fair and reasonable.
October, 2011
Revised Price Analysis, Amendment #3
It was found necessary to request a third order date extension. An order must be placed no
later than April 30, 2012. After PPI adjustment, NABI's new price is $772,848.
In June, 2011 as an exercise of an option off the existing contract with NABI, Santa Monica
ordered five 60ft articulated, low-floor, CNG powered buses for $815,195 each. Our amended
price for buses under the F2969 Purchase Agreement is still fair and reasonable.
April, 2012
Revised Price Analysis, Amendment #4 and PO
NABI award in 2011: Nineteen 60' articulated buses for VIA, San Antonio, a piggyback award on
the Santa Monica contract. Price: $844,501, including additional equipment and configuration
changes similar to what Transfort has requested.
The adjusted price the six Model 60-BRT transit buses, per NABI Price Re-determination letters
12-002, 12-003, and 12-004 is $834,467 each. The price re-determination letters include a PPI
adjustment derived from a BLS-published PPI index and a summary of options and equipment
changes requested by Transfort. Most of the changes are minor adjustments to seating, paint
schemes, and refrigerant. Two major changes include electric engine cooling fans systems in
lieu of hydraulic fans. Electric fans have been shown to save fuel when used in transit service.
The other major alteration was to include a Ricon PF7 ramp at the main door and a Lift-U 6:1
ramp at the middle door. The ramp changes were made to improve the ability of handicapped
patrons to get on and off the buses at BRT platforms.
Based on the equipment changes and the cost of similar configured buses to VIA, we believe
NABI's adjusted price of $834,467 per bus is still fair and reasonable. A purchase order will be
issued for the purchase of six Model 60-BRT transit buses, per the Price Agreement, as
amended resulting from Santa Monica and City of Fort Collins bid F2969.
Fort Collins Pre-Award Buy America Audit - 60' BRT buses - 2012'
Part Number Description Qty U/M Supplier American %
60BRT-10 Santa Monica Base for Fort Collins 60' BRT - 2012 5/3/12
N/A UNFINISHED BUS,SANTA MONICA 1 ea NABI, KFT 0.78%
N/A CNG, PACKAGE - (4) 10'S & (6) 6'S ea FAB INDUSTRIES 10.05%
N/A HVAC, BRUSHLESS, TK AT 10MW/X640, R407C ea THERMO KING CORP. 6.57%
N/A ARTICULATION JOINT ea HUBNER MANUFACTURING 3.00%
N/A ENGINE, CUMMINS ISL G (320) EPA 2010 + EH97741 ea CUMMINS ENGINE CO. 6.10%
N/A SEAT, PASSENGERS ARIES ea 4ONE LLC 4.34%
N/A TRANSMISSION, ALLISON B500R - INSTL. COST CHANGE 2009-3 ea ALLISON TRANSMISSION 3.10%
N/A WINDOWS, RICON HIDDEN FRAME W/LINERS ea RICON CORPORATION 2.93%
N/A DOORS, VAPOR SGL PNL SWING PLUG & (2) DUAL + PROXIMITY SWITCHES ea VAPOR BUS INTERNATIONAL 2.41%
60D-1301-000 COOLER INSTL, EMP, MH9 ISL-D BRT - COST CHANGE 2012-049 ea VARIOUS SUPPLIERS 1.88%
N/A CAMERAS AND ALL ITEMS QUOTED WITH CAMERAS ea DIGITAL RECORDERS 1.83%
N/A RICON PF7 (EXPRESS RAMP) - FRONT DOOR 1 ea RICON CORPORATION 1.52%
N/A LIGHTING (INTERIOR) DINEX LED ea I/O CONTROLS CORP. 1.45%
N/A AXLE, REAR 71163KX10-5.38 DISCS ea ARVIN MERITOR 1.43%
N/A MULTIPLEX,I/O CONTROLS G3 ea I/O CONTROLS CORP. 1.28%
603-2636-001C WHEELCHAIR RAMP, FLIP, LU-11, BLUE, HEATED - MIDDLE DOOR 1 ea LIFT-U 1.19%
N/A AXLE, CENTER MC26000NSNK5 DISCS ea ARVIN MERITOR 1.08%
N/A BRIDGEPLATE, P7 EXPRESS, 30" FOR RICON RAMP 1 ea RICON CORPORATION 0.84%
500-3007-005 TIRES, MICHELIN 305/70R22.5 XZU2 10 ea MICHELIN TIRE 0.84%
N/A - INSTL. ENGINE BLOCK HEATER, WEBASTO NGW300 W/ TIMER 1 ea VARIOUS - COST CHANGE 2009-2 0.83%
N/A AXLES, FRONT FH946kx7 DISCS ea ARVIN MERITOR 0.75%
N/A FLOOR COVERING INST. - ALTRO TRANSFLOR - COST CHANGE 2009-33 ea VARIOUS SUPPLIERS 0.25%
N/A FIRE SUPPRESSION / GAS DETECTION ea AMEREX CORP. 0.69%
N/A CLASS (2) FOR DOORS ea VAPOR BUS INTERNATIONAL 0.67%
N/A XTL2500 MOTOROLA RADIO 1 ea MCCORD COMMUNICATIONS 0.00%
506-2623-010 DESTINATION SIGN, FRONT (510593-001) 1 ea LUMINATOR 0.54%
N/A INTERLOCK BIKE RACK, FRONT WHEEL ASSY 4 ea SPORTSWORKS 0.50%
N/A PAINT SCHEME ea E.I. DUPONT CO. 0.42%
N/A SEAT, DRIVER'S, USSC EVOLUTION 1 ea USSC LLC 0.41%
N/A ALTERNATOR,EMP 450 amp 1 ea ENGINEERED MACHINED PRODUCTS 0.19%
N/A WHEELS, ALUMINUM (10) 886523DD 10 ea ALUMINUM CO. OF AMERICA 0.42%
N/A DECALS ea APPLIED GRAPHICS 0.32%
N/A INSULATION, INTERIOR / ENG COMP. ea POLYMER TECHNOLOGIES 0.30%
N/A REFRIGERANT CHARGE & LEAK TEST - A/C R407C ea THERMO KING OF BIRMINGHAM 0.29%
N/A MIRRORS (EXTERIOR) ea B & R MANUFACTURING 0.28%
603-2110-000 TRANSMISSION PLUMBING - INSTL. COST CHANGE 2009-3 ea VARIOUS SUPPLIERS 0.28%
N/A AIR COMPRESSOR, WABCO 30.4 CFM 1 ea CUMMINS ENGINE CO. 0.26%
612-1733-001 BUMPER,FRONT,60' BRT 1 ea TALFOURD-JONES 0.09%
506-2624-010 DESTINATION SIGN, SIDE (510545-007) 1 ea LUMINATOR 0.24%
501-1775-001 UNDERSEAT HEATERS, BRUSHLESS - COST CHANGE 2009-30 2 ea A.R. LINTERN 0.21%
513-3840-000 ADJUSTABLE OPERATORS CONTROL PEDALS - INSTL. COST CHANGE 2009-13 ea VARIOUS SUPPLIERS 0.18%
610-1375-034 PUMP,MARINE,26GPM 1 ea AMETEK / ROTRON 0.18%
Totals
Buy America % Shown = 60.92% 68.90%
Total Buy America % of entire BOM = 68.90%
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 3 of 3
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