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HomeMy WebLinkAbout435685 NABI PARTS LLC - PURCHASE ORDER - 9141259Fort Collins Date: 02/26/2014 PURCHASE ORDER PO Number Page 9141259 101`7 This number must appear on all invoices, packing sli s and labels. Vendor: 435885 Ship To: ENGINEERING DEPT-MASON NABI PARTS LLC CITY OF FORT COLLINS 2338 US HIGHWAY 42 SOUTH ENGINEERING DEPT-MASON DELAWARE OH 43015 281 N. COLLEGE AVE FORT COLLINS CO 80524 Delivery Date: 02/25/2014 Buyer: DOUG CLAPP Note: Line Description Quantity Ordered UOM Unit Price Extended Price Power Plant Assembly 1 LOT LS 111,770.00 BRT vehicles Reference quote/ letter # 12-009Rev. dated 12/12/12 1) spare powere plant assembly - $111,770.00 Contact: Mike C. - office ph# 970-221-6205 cell ph# 970-218-8039 Deliver parts and paperwork to: Transfort Service Shop 6570 Fortner Road Fort Collins, CO 80522 " Please call 24 hours prior to shipment In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal clauses apply to this purchase order. 1.NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fogov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141259 2 of 7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2.PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal 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 Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3.ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.mm Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141259 3 of 7 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. 4.FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractors failure to so comply shall constitute a material breach of this contract. 53ERMINATION a. Termination for Convenience The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to The City' s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from the City setting forth the nature of said breach or default, the City shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the City from also pursuing all available remedies against Contractor and its sureties for said breach or default. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.wm Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141259 4 of 7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price d. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 6.CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements 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 of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity 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, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees 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 recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fogov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141259 5 of 7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7.DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 9.9 %. A separate contract goal [has not) been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. c. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor s receipt of payment for that work from the City of Fort Collins. In addition, Contractor is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor s work by the City of Fort Collins and contractor s receipt of the partial retainage payment related to the subcontractor' s work. d. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. &INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the 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 City of Fort Collins requests which would cause the City of Fort Collins to be in violation of the FTA terms and conditions. 9.GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NON PROCUREMENT) This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fogov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141259 6o17 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By accepting this purchase order, the vendor or contractor certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10.ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 11.ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 at seq. and DOT regulations, " Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, " Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB' s " Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Condit ons Page 7 of 7 1. COMMERCIAL DETAILS. Tax exemptions. By satme the City of Part Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Cmificate of Registry 84.6000587 is reg§cored with the Collector of Internal Revenue, Henna, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26. 114 Ed. Goad Rejected. GOODS REJECTED due to failure to meet spadfiafioa, either when shipped or due to defects of damage in tmmit, may be rctumed to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection GOODS are subject to the City of F.. Collins inspecdoo on normal. Final Acceptance. Receipt of the merchandise, services or equipment in response m this order can result in authorized payment on the part of the City of Fall Collins- However, it is to be understood that FINAL ACCEPTANCE n dependent upon completion of all applicable requiredinspection procedures. Freight Terms. Shipments ..at be F.O.B., City of Fort Collins, 700 Wood SL, Fort Collins, CO 80522, unless otherwise specified on this aide,. Ifpermission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges fen 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 deductal from Invoice when shipments sere made from gmana distance Permits Seller shall pnature at ucllem sale con all necessary pemrils, cenlfiams and licenses required by all applicable laws, regulations, ordinances and roles of the sme, municipality, renimry or political subdivision where the work is performed, or required by any edw, duly contoured public authority having jurisdiction over the work of vender, Seller further agrees to hold the City of Fort Collins Mundell Irate and against all liability and loss incurred by them by rcawtl of an riveted or established violation of any such laws, regulations, ordinances, miles and r yuiremems. Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said panic. 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 harem or incorporated herein by reference. Any additional or different maw and mndidons prepared by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immadiately ifyou cannot make complete shipmem ru arrive on your promised delivery dam as noted. Time is of the essence. Delivery and performance most W eRtt'ted within the time sorted on the purchase oNer and the documents attached harem. No acts of the Painful. including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event cf any delay, the Purchaser shall have, in addition t. other legal and equitable remedies, the option of placing this order elsewhere and holding the Sella liable Ea damages. However, the Seller shall not be liable far damages as a mail of delays due to causes not reasunably foreseeable which art beyond its reasonable control and without ill fault of negligence, such acts of God, acts of civil or military authorities, gmxmmental pric ntive, fires, strikes, Road, epidemics, wars or riots provided ram notice of the conditions causing such delay is given 1. 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 expel to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller wamnnts that all goads, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples nudger other descriptions given, will be fit for ,be purposes intended, and performed with On, higlmst degree of care and competence in accordance with accepted standards for work of a similar nature. The Scllm agrees to hold the purchaser harmless from any loss, damage or expense which the Purchuer may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make goad, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer perod of time as may be prescribed by law or by the terms of any applicable warranty provided by the Sella after the date of acceptance of the goods famished bercundet (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not omtimm a waiver of any claim under this waranty. Except ns otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately coursed by the beach of any of the foregoing wurantirs or paratnees, 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 Purchuer may make changes to legal terms by orinen change oNer. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including inhibitions to or dclaions Boom the quantities originally ordered in the specifications or dawinge, by verWl or written change order. If any such change aft s the amount due or the time ofFerformmer hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wriren change order, terminate this agreement as to any or all partners of the good 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 ponion ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor ofthe Seller with respect to any goods which are the Sellers standard stack. No such lamination shall relieve the Purchaser or the Seller ofany oftheir obligations as to any goods delivered hereunder. 7. CLAIMS FOR AUJ US'I'MUNI', 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, slid, delivered and burnished in mict compliance with all applicable laws and reguations 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 squired to be, incorporated in agreements of this character am bereby incorporated herein by this mficarnec. The Seller agrees to indemnify and hold the Purchuer handles from all costs and damage suffered by the Purchaser u e mull of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither Party shall assign, trinsf a, or convey this order, or any monies due or 1. become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Seller warrants full, clear and unrestricted Lille to the Purchaser for all equipment, materials, and it. famished in performance of this agreement free and Near of any and all Has, rennctiors, reservations, security interest meumfters. and claims of others. 11. NONWAD ER - Failure of the Purchaser to rosin upon inner performance of the coma and monition harm£, failure or delay in 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 ofthe design, shall not release the Seller of any of the wmmntiu or obligations of this purchase order oral shall not be dcamW a waiver of any right of the purchaser to insist upon strict performance heraofor any of its rights or remedies u to any such goads, regardless of when shipped, received or accepted, u to any Prior or subsequent default hereuraler, nor shall any p rpmned am[ modification or rescission of this purchase radar by the Purchaser open a as a waiver of any of the terms hermf. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller end the Fumhuer mcognize that in actual economic genetics, overcharges resulting from antitrust violations are in fact home by the Purchaser. Theretofore, for goad cause and a coasidemtion for executing this purchase order, the Seller hereby asslgu 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 good or services purchased or acquired by she Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Purchaser directs the Seller to correct nonconforming or defarive goods by a date to he agreed upon by the Purchaser and the Seller, and the Seller thcoadfl r 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 she Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any her from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend m the directors, officers and employees ofsuch party. The Sellers contactual 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 at copyright, the Seller shall indemnify and save harmless the Parchment from any and all claims for infringement by reason of the use of such parented design, desire, material or process in connection with the contact, and shall indemnify the Purchaser far any ern, ¢.pause or damage which it nay be obliged to Pay by reason mf such infringement at any rime during the preven n or inner the complaion of the work. In case said equipment, or any parr thereof on the amended use of she gaud, is in such suit held to constitute infringement and the use of said c ptyrocnm or part ls imported, the Seller shall, at its own expense and at its option, either pm nam for the Furchnur the right to continue using said equipment or pans, replace the same with substantially equal but insainfiminging equipment, or modify it sin it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or handicrafts. make an assignment for the banefi, of accident, appoint a readver or We for any of the Sellers property or business, this oNer 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 continued under and governed by the law, of the State of Colorado, USA. The fallowing Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Reparcomarivc(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall arty on said work at Sellers own risk until the same is fully completed and accepted, and shall, in se of my accident, desm etlon or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Setters own expense and to the satisfaction of the Pumhasa When materials and equipment are burnished by others for installation or erection by robe Sellea the Sella shall receive, unload, stare and handle same at the sire and become responsible therefor as though such materials andror equipment were being famished by the Sella mull the maker. IS. INSURANCE The Seller shall, at his own expense, pm.ide fen 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, soaker to their dependents in accordance with the awe of thc state in which she work is to be done. The Seller shall also arty comprehensive general liability including, but not limited to, command and automobile public liability insurance with bodily injury and death limits of at least S300,000 for any one person, S50R" for any one accident slid property damage limit per accident of S400,000. The Sella shall likewise require his lumina cos, if any, to provide for such compensation and insurance. Before any of the Sellers or his conracmrs employees shall de any work upon the premises of .,he., the Seller shall bullish the Purchaser with a maificale that such compensation and inmmnre have been provided. Such car ificates shall specify the date when such omperation 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 ofany kind or nature whatsoever to persons or pmpeny caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and held hornless the Purchase, and any r all of ,he Purchasers officers, upon, and employees from and agoinsr any and all claims, lasses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by mason of any act, action, neglect, omission or default on the pan of the Sella, any of his contractors, or any of the Sellers or contractors officer, agents or employees. In las, any suit or other proceedings shall be brought again, the P.,chasea or its effects agents or employees at any time on account or by ream. of any act, action, neglect omission or default of the Seller of any of his contractors or any of its or their effects, agents or employees as aforesaid, ,he Seller hereby agrees to assume the defense Hereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, atmmeys fees sal other expenses, any and all judgments that may be inured by or obtained againsl the Purcbasa or any of its or drew oRc us, agents cr employees in such suits or other proceedings, and in rase judgment or other lien be placed upon or obtained against the property of the Purchuer, or said parties in or an a ruin, ormich suits or other proceedings, the Sella will or once arse the same to be dissolved and discharged by giving bond or otherwise. The Sella are his contractors shall take all safety precautions, famish said rental all goods necessary for the prevention of accidents, comply with ell laws anal regulations with regard to safety including, but without limitadom, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Radsed 03R010