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HomeMy WebLinkAbout339130 ICONICS INC - PURCHASE ORDER - 9141663PURCHASE ORDER PONumberPage City. of PURCHASE 9141663 t of s C6rt Collins This number must appear ,�—J`-' ` ` on all invoices, packing sli s and labels. Date: 03/20/2014 Vendor: 339130 ICONICS INC C/O PROCESS CONTROL DYNAMICS INC 4901 E DRY CREEK RD #G-10 CENTENNIAL CO 80112 Ship To: ENGINEERING DEPT-MASON CITY OF FORT COLLINS ENGINEERING DEPT-MASON 281 N. COLLEGE AVE FORT COLLINS CO 80524 Delivery Date: 03/20/2014 Buyer: WILSON, JILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price I (conics Genesis64 software RR Notification `�i[ill�l�9 5,020.40 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 GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (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 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 Program Fraud and False or Fraudulent Statements or 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 maybe 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 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141663 2of6 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 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.FEDERALCHANGES 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. Contractor's failure to so comply shall constitute a material breach of this contract. 53ERMINATION A.Termination for Convenience (General Provision) The (Recipient) 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 closeout costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs. B.Termination for Default [Breach or Cause] (General Provision) 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 (Recipient) 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 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141663 3 of 6 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price manner of performance set forth in the contract. If it is later determined by the (Recipient) 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 (Recipient), 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 (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] 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 (Recipient)'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 (Recipient) setting forth the nature of said breach or default, (Recipient) 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 (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. D.Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. E.Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. F.Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. G.Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recioientl. 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141663 4of6 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price &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 _ %. A separate contract goal [of _ % DBE participation has] [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)). c. {If a separate contract goal has been established, use the following) Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following [concurrent with and accompanying sealed bid] [concurrent with and accompanying an initial proposal] [prior to award]: 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the bidder/offeror s commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor's commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. [Bidders][Offerors] must present the information required above [as a matter of responsiveness] [with initial proposals] [prior to contract award] (see 49 CFR 26.53(3)). (If no separate contract goal has been established, use the following) The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. d. 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, [the contractor may not hold retainage from its subcontractors.] [is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.] [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.] e. 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. 7.INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS 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 4220.1 E, are hereby Invoice Address: 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 Accounting Department City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 PO BOX 580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fogov.00m Fort Collins, CO 80522-0580 PO PURCHASE ORDER 914166er Page C117/ of PURCHASE 9141663 5 of 6 ' `t/ OI I'„s This number must appear ` �.I " 1 1 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. &CARGO PREFERENCE REQUIREMENTS Cargo Preference - Use of United States -Flag Vessels - The contractor agrees: a. to use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of - lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill -of -lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 9.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. 10.ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 et 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.00m Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 6 of 6 1. COMMERCIALDETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from stare and local taxes. Our Exemption Number u 98-04502, Federal Excise Tax Exemption Cmifwre of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Smuta 1973, Chapter 39-26, 114 od) Goods Rejected, GOODS REJECTED due to !velure to meet specifications. either when shipped or due to defects of damage in transit, any be rammed to you for credit and are .110 be replaced except upon receipt of wrinm instmctiaw boom the City affront Collins. Inspection. GOODS art subject to be City effort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or aluipment in response to this order can result in authorized payment on the pan of be City of Pon Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion ofall applicable raptured inspection procedures. Freight Teets. Shipmaon most Ire F.G.B., City of Fort Collins, 700 Woad SL, Fart Collins, CO 80522, unless otherwise specified oa this aide, If permission is given to prepay freight end charge separately, the ongirnal freight bill must accompany invoice. Additional charges for Making will not be accepted. Shipment Distance. Where manufacturers have distributing paints in various parts of be country, shipment is expected from me nearest distribution point to destination, and excess freight will be deducted from Imvice when shipments are made from greener distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, moildmin, ordinances and tales of the state, municipality, territory or political subdivision where me work is performed, or required by any amen duly emotional public commit, having jurisdiction over the work of vendor. Seller further agrees to hold be City of Fort Collins harmless Imo and against all liability am lass rseta reason and by mby of an asserted or established violation of my such laws, regulations, ordimances, rules anncgaitemmts. Authorization. All parties to this variants agree that the representatives are, in fact, bow fide and possess full and complete authority to bind said probes. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to be terms and conditions stated herein set Farm and any supplementary or additional terms and conditions annexed hereto or inwMomtcd herein by reference. Any additional or different terms and Oubtions proposed by seller arc objected 1. and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cawor make complem shipment,. strive an yam promised delivery date in noted. Time is ofthe essence. Delivery and performance most Ire effected within be time stated on the purchatt order and me documents attached hereto. No acts of the Porehasers including, without limitation, acceptance of pmial late deliveres, shall operate w a waiver ofthis provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, be option of placing this order elsewhere and holding the Seller liable for damages. However, the Sella shall not be liable for damages as a result of delays due to causes not reawnably foreseeable which are beyond its reasonable contrul and without is fault ofnegligence, such acts of Gad, acs of civil or military authonties, governmental priorities, fires, strikes, Food epidemics, wars or hots provided mat nolum of the conditions causing such delay is given to be Purchaser within five (5) days of the time when the Seller first received knowledge Forcer. In be event of any such delay, be dine of delivery shall be extended for be period actual to be time actually lost by reason ofthe delay. 3. WARRANTY. The Sella common. that ell goods, ankles. materiaH and wok revered by this order will ab orm with applicable drawings, specifications, samples and/or other descriptions given, will be fit for me purposes intended, and performed with be highest degree of care and competence in mwrJance with accepted sondmth for work of a imilor 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 Seller breach of warranty. The Seller shall replace, iWair or make good, without cost to the purchaser, any defects or Galn nosing within one (1) year or will such longer period of time as may he presented by law or by be tenor ofany applicable warranty provided by the Seller after be date of acceptmce of the good f ished hereunder (acceptance Out m be unreasonably delayed), resulting from imperial m defective work done or mmeriak furnished by the St Acceptance as use of good by the Pmchuer shall rot wnsim e a waiver fany claim wrier this waronry. Except as otherwise pmvidcd in this purchase order, the Sellers liability hereunder shall extend to all damages pmximarely wised by the breach of any ofine foregoing warranties or guaamtts, but such liability shall in no event include loss of profies 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 telanges 10 legal rooms by w'nnen change order 5. CHANGES IN COMMERCIAL TERMS. The gmesionea may make any changes to be mow, other than legal term, including additions w or deletions boom the quantim, originally ordered in the specifications or drawings, by verbal at written change oNer. If any such change offers; the amount due or be time ofperfotmorm hereunder, an attitude w1jWment shall be made. 6. TERMINATIONS. The Purchaser may at any time by w,iaen change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equable adjustment between he pm . as to any work or materials then in progress provided that be Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the good and/or work. for incidental or consequential damage, aM that no such adjustment be made in favor of be Seller wit respect to my good which are the Sellers standand stack. No such termination shall relieve the Nuchacer or the Seller of my ofineir obligations On m my goods delivered haeunda. T. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be assured within thirty (30) days from me date be change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which be goad are subject. The Sella shall ,screw and deliver such documents in may be required to effect or evidence compliance. All laws mat regulations residual to ba incorporated in agreements of this character are hereby incorporated herein by this reference. The Sella agrees to indemnify and hold be Purchaser bamdess from all cost, and damages suffered by the Purchua in a result of be Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, imnsf q or convey this order, or any monies due or to became due hereunder without the prior Aiam consent ofthe other parry. 10. TITLE. The Seller wormds full. clear and gometrical title In the Pardoner for all equipment, matrials, and items f ished in manes of this agreement, fire and clear of any and all liens, restrictions, reservations, sccunry interest encumbrances am claims ofothers. I L NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to exacite any rights or remedies provided herein or by Nov. failure m 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 warranties or obligations of this purchase oNer and shall not te deemW a waiver of any right of the parchaur to insist upon strict performance hereofor my of its rights or remedies as to any such good, regardless of when shipped, received m accepted, res to any prior or subsequent default M1eremde, um shall any puryoned and modification or rescission of this purchase order by be Purchaser operate as a waiver of any of me teems hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and be Purchaser recognize that in actual ttnis practice, overcharges resulting from antitrust violations ore in fact boom by me Purchaser Thaomfore,forgood cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have a, hereafter mquirel under fNmorl or some a mmust laws for such overcharges relating to me particular innards or services purchased or acquired by the Purchase, pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If be Purchaser directs the Sella to correct nonconforming or defective goods by a doe to be agreed upon by be Purchase, and the Sella, and me 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 releae 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 me event of fault of negligence of the pmy rele d and shot) extend to the directors. Wficers aM employees of such Party. The Sellers contractual obligations, including warranty, shall not be darned to he cadWed, in any way, Interact, such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required in use any design, device, material or process covered by letter, patent, trademark or copyright. the Sella 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 wormer, and shall indemnify the Purchaser fro my cost, eaperem or damage which it may be obliged to Pay by reason of such infringement at any time during be presantian or aBe, me completion of the work. In case said equipment, or any pm thereof or the intended use of the goods, is in such suit held to constitute Infn'ugemem and the use of said egaimml or pan is enjoined, the Sella shall, at its awn expewe and at in option, either procure for the Purchaser the right to continue using said aimpment or pans, replace the same with substantially equal but nouinGnging equipment, or modify it sr, it becomes naninGnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or arusme For any of the Sellers property, or business, this order may fonlrwilh Im canceled by me Purchaser without liability. I& GOVERNING LAW. The definitions ofterms rued or be interprt.lion ofine agrecmrnt and be rights of all ponies hereunder shall b, cornmeal uncla and governed by be laws of the Sam of C.1o.d., USA. The following Additional Conditions apply only in cases where the Seller is to perform work Immundeu including the services of Shcem Reponenalive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry m said work at Sellers own risk until be same is fully completed and accepted, and shall, in case of any accident dawct m or injury to the work andro, materials before Sellers final completion and aecepoocc, nonfarm the work at Sellers own expense and to the satisfaction of do Purchaser. When materials and equipment art fumisbed by others far butaftntion or erection by the Sella, the Seller shall onecive, unload, sore and handle name at be site and become responsible therefor as though such materials andor ki opmemm were being famished by in, Seller under the oNer. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including accup tional disease beneRts, to its employees employed on or in camoction with me work covered by this purchase mom, mNor to their dependents in mwrdmce with the laws of the ante in which be work is to he done. The Sella ,hull also way comprehensive general liability iwhWW, but not limited to, communal and automobile public liability, insurance with bodily injury mall death limes of at least S300.000 for any one p-aan, 5500.00o for any one accident and limitedly damage limit per incident of S400,000. The Seller shall likewise require his if my, to provide for such compensation and moment. Before any of da Sellers or his rmeters employees shall do any work upon the premises of others, the Seller shall Finnish be Purchaser with a scr ificaue that such compensation and insurance have been provided. Such cenifientes 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 cache work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sella hereby assumra the entire oximaimiliry end liability for my mat all damage, loss or injury ofmy kind r Whom, whatsoever 0 persons or property caused by or resulting from the execution of be work provided for m is purchase order m in connection herswil6. The Sell. will indemnify and hold harmless the Purchaser and any cr all of the Purchaseofcer , again and employees from and agairet any and all claims, losses, damage, rs harges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be pm or subject by remain of my act, action, neglat, omission or default oa the part of the Seller, any of his comontors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall he brought against the Purchaser, or is o0lcen, agents or employees M my time on account or by reason of any act, action, neglect, omission or default of be Seller of any of his crm ach rs or any of its or them oMO., ,can or employees as aforesaid, the Seller hereby agrees to assume the defense therof and to defend be . at be Sellers axn expense, to pay my and all cos., charges, womeys fees and other expenses, any and all judgments that nay te incurred by or Obtained against the Puchaer or my of in or their officers, agents or employees in such suits or other pmceedmgs, and in eau judgment or other lien be placed upon or W mined against the property ofthe Purchaer, Or said parties in or u a result ofsuch suits or other prweedings, be Sella will a1 once cause the same to be dissolved and discharged by giving bond or oherwim. The Seller and his contractors shall .tee all safety precautions, famish and install all imma necessary for the prevention of accidents, comply with all laws and repudiation with regard to safety including, bur without limitation, the Occupational Safety and Health Act of 1970 and all roles and regulations issued Pursuant thereto. Revised find 10