HomeMy WebLinkAbout497384 TRANSIT SOLUTIONS LLC - PURCHASE ORDER - 9141786PO
PURCHASE ORDER 914178er Page
�.I�/ of PURCHASE
41786 1 of 7
' `t Collinsr his number must appear
v 1 1 on all invoices, packing
sli s and labels.
Date: 03/28/2014
Vendor: 497384
TRANSIT SOLUTIONS LLC
114 W GRANDVIEW AVE SUITE 1
ZELIENOPLE PA 16063
Ship To: TRANSFORT BUS FACILITY
CITY OF FORT COLLINS
6570 FORTNER ROAD
CITY OF FORT COLLINS CO 8052
Delivery Date: 03/28/2014 Buyer: WILSON, JILL
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
t 2014 MUSS Maintenance
Extended warranty/maintenance
1 LOT LS
13,600.00
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 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
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 of
PURCHASE ORDER
PO Number Page
9141786 2o17
This number must appear
on all invoices, packing
slips 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)l, 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. FEDERAL CHANGES
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 close-out 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
n
`tr!P,4
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
PO
PURCHASE ORDER 914178er Page
C117/ of PURCHASE
9141786 3 of 7
' `t Collins
lines+ This number must appear
V ` �7 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 (Recipient).
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
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Accounting Department
Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fogov.00m
PO Box 580
Fort Collins, CO 80522-0580
City of
F„`rt Collins
PURCHASE ORDER
PO Number Page
9141786 40f7
This number must appear
on all invoices, packing
sli s and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
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 at 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.
(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 %. 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
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
1�13�0LM :K41] ' Q
PO Number Page
9141786 5 of 7
This number must appear
on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
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.
&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
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.
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.Conformance with ITS National Architecture
To the extent applicable, the Contractor agrees to conform to the National Intelligent Transportation Systems
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
Fort Collins
PURCHASE ORDER
PO Number Page
9141786 6of7
This number must appear
on all invoices, packing
sli s and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
(ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and follow the
provisions of FTA Notice, " FTA National ITS Architecture Policy on Transit Projects," 66 Fed. Reg. 1455 et seq.,
January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA
determines otherwise in writing.
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 $13,600.00
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Terms and Conditions
Page 7 of 7
1. COh1MERCIALDETAILS.
Tax exemptions. By statute the City of Fort Collin, is exempt from stale and local lases. Our Exemption Number is
It. NON WAIVER.
9"502, Federal Excise Tax Exemption CMificam of Registry M-6000587 is registered with the Collector of
Failure of the Purchaser to insist upon strict perfinamom of the terms and conditions hereof, failure or delay to
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a).
exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a
breach, the acceptance ofor payment for goods hereunder or approval of the design, shall not release the Seller of
Goods Rejected, GOODS REJECTED due to failure 1. meet sPra ficatinm, either when shipped or due to defects of
any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the
Manage in transit may be aetumed to you for credit end are not to be replace) except upon receipt of written
purchaser in insist upon strict Performance hemafor any ofim rights or remedies as f any such goad, regardless
instructions from the City of Fort Collins.
of when shipped, received or occupied, as to any poor or subsequent default hereunder, nor shall any purported
mat modification or rescission of this purchase order by the romancer operate as a waiver of any of the terms
Inspection- GOODS arc subject to to City of Fort Collins inspection on mrival.
hereof.
Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in
12, ASSIGNMENT OF ANTITRUST CLAIMS.
authnrimd payment oa the pan of the City of Fort Collins. However, it is to be understood thin FINAL
Seller and the Purchaser recognize that in astral ec is practice, overcharges resulting from antitmst
ACCEPTANCE is dependent upon completion of all applicable required inspection procedures.
violations are in fact home by the Purthawr. Theretofore, for good muse and as consideration for executing this
parchuse order, the Seller hereby assigns to the Purchaser any and all claims it may now have or herefor
Freight Temw. Shipments must be F.O.B., City of Fan Collins, 700 Wood St., Fort Collins, CO 80522, unless
acquired under federal or state antitmst laws for such overcharges relating to the particular most or services
otherwise specified on this order. If permission is given a prepay freight and charge separately, the original freight
purchased or acquired by the Purchaser pursuant to this purchase exist.
bill most accompany invoice Additional charges for packing will not be accepted.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS,
Shipment Distance. When, manufacturers have distributing points in various pans of the country, shipment is
With, Pinch wer directs the Seller to comet nonconforming or defective good by a date to ba agreed upon by the
expected from the nearest distribution point to der inaion, and excess fight will be deducted from Invoice when
Pumhaer and the Sella, and the Seller tero0er indicates its mobility or unwillingness in comply, the Purchaser
shipments are made fmm greater distance.
may cause the work to be Performed by the most expeditious means available to it, and the Seller shall pay all
cosh associated with such work.
Pannirs. Seller shall procure at :mars sole coat all re ssary permits, cmifiwtrs and uaeums rmuiarl by all
applicable laws, regulations, Ordinances and roles of the suite, municipality, territory or political subdivision where
The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature
the work is performed, or required by any other duly constimfed prbit, authority having jurisdiction over the work
resulting from the performance of such work.
of vendor. Seller f niter agrees to hold the City of I'an Collies harmless from and against all liability and loss
named by them by reawn of an asserted or established violation of any such laws, regulations, ordinances, index
This release shall apply even in the event of fault of cgh,aare of the party released and shall extend m the
and mquimarral
dlrecfors, turrets aM employees ofsach many.
Authorization. All parties to this contract agree that the representatives are, in fact, bow fide and possess full and
complete authorty to bind said ponies.
LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the team and conditions stated
herein set forth and any supplementary or additional terms and araloo es annexed herein ar incorporated herein by
reference. Any additional a different erms and conditions proposed by seller are objected m and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to arrive on your
,-mixed delivery dine as noted. Time is ofthe esuntt. Delivery and affinumare must be, effected within the time
stated on to pumbase order and the documents watched hereto. No acts of the Purchasers including, without
Radiation, acceptance of partial late deliveries, shall Wemm a is waiver afmis provision. In the event of any delay,
the Pumhow, shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall oat be liable for damages az a result of delays
due to causes not reasonably foreseeable which are beyond its reasonable comrol 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) Jays of the
time when the Seller first received knowledge Mamaf. In the event of any such delay, the date of delivery shall M
extended far the penal equal to the time irefully last by mown of the delay.
3. WARRANTY.
The Seller warrmo that all gooi articles, materials and work coverts by this order will conform with applicable
drawings, specification, samples and/or other descriptions given, will be fit for to purposes immded, am
performed with the highest degree of care and competence in accordance with accepted standards far work of a
similar nature. The Seller agrees to hold to purchaser harmless from any loss, damage or expense which the
Purchaser may suffer or incur on account of the Sellers breach of wanenty. The Seller shall replace, repair or make
good, without cast to the purchaser, any defects or faults arising within one (I) year or within such longer period of
time as may be prescribed by law or by to terms of any applicable warranty provided by the Seller after the dine of
acceptance of to goods famished hereunder (accordance not to be umeaso ably delayed), resulting from imperfect
m defective work done or materials funtished by the Seller. Acceptance or use of good by the Purehaser shall rot
onstiNte a waiver army claim under this watmnry. Except as otherwise provided in this purchase order, the Sellers
liability hereunder shall extend to all damages proximately caused by the hutch of any of the foregoing warranties
or goanmms, but such liability shall in no event include has of profrm 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 m the lards, other tan legal terms, including addifom 1r or &Idiom from
Me quantities originally ordered in the specifcatiom or dnxings, by verbal or wines change order. If any such
change offices to amount due or to time ofpmfmmancc hereunder, an equitable adjustment shall be mule.
6. TERMINATIONS.
The Purchaser, may m my time by writes change order, termlrmte this agreement az to any or ell panions of the
goad than rat shipped, sanest to any equitable of mamem between the ponies a to any work or motaiule then in
progress provided that the Purchaser shall not M liable far any claims for anticipated profs 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 ate the Sellers standard stuck. No such nomination shall relieve
the Purchaser or to Seller army ofteb obligations as to any goods delivered hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must he asserted within thirty (30) days fmm 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 famished in strict
compliance with all applicable laws and regulations to which the good are subject. The Seller shall execute and
deliver such documents es may be acquired to effect or evidence compliance. All laws and regulations required to be
incorporated in agreements of Nis character are hereby incmpmatN herein by this reference. The Seller agree to
indemnify and hold the Purchaser hornless fmm all cosy and damages suffered by the Purchaser as a result offha
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign, transfer, or convey this order, or any monies due or to became due hereunder without the
prior written consent of the .,he, a,.
10. TITLE.
The Sellassmrmax loll, dmrandunrestctedfi0efothe Pochwerfor all amipmmn, materials, and items f fished
n performance of this agreement, f and clear of any and all bass, moneftem, resenatioo, security interred
cocumbrunces and claims of others.
Ile Sellers commcnal obligations, including warranty, shall not be darned to be reduced, in any way, becmLse
such work is Performed or caused to be performed by the Purchaser.
14. PATENTS.
Whenever the Seller is required to use any design, device, matenal ar Process covered by haven paten. trademark
or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infnngement
by mosm of the use of such patented design, device, material or process in connection with to contract, and
shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by tenon of such
infringement at any time during the prosecution or after the completion of the work. In case said equipment, or
any pan thereof or the intended use of the good, is in such suit held to cominum infingemenf and the use of
said equipment or pan is enjoined, the Seller shall, at its own exPeraae and at its option, either paocum for the
Purchaser the fight to continue using said equipment or pan,, 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 creditor, appoint a
raviver 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 to interpretation ofte agreement and the rights ofall parties hereunder shall be,
construed under and governed by to lows of the State ofC.Nmda, USA.
The following Additional Conditions apply only in cases where the Seller is to perform work hereunder,
mclu lmg the services of Shcem Represenwtiv<(s), on the premises ofothers.
17. SELLERS RESPONSIBILITY.
The Seller shall tarty on said work at Sellers own risk until the some is fully Completed mal accepted, end shall,
in case of any accident, destruction or injury to the work and/or matenak before Sellers Real completion and
overpraise, complete the work al Sellers own expanse end to to mtisibmian of the Purchaser. When materials
and equipment am fum shed by others for installation or erection by the Seller, to Seller shall receive, unload,
store anal handle same at to site sad become responsible therefor as though such ttmtmals am Au equipment
were being famished 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 benefs, to its employees =played on or in connection with the work covered by this purchase order,
and/or to their dependents in accordance with the laws of to state in which to work is to he Marc. The Seller
shall also carry comprehensive general liability including, bur not limited to, contmrmal and automobile public
liability remains, with bodily injury add death limits of at least 5300,000 for any are person, SSW." for any
one accident and property damage limit per accident of 5300,000. The Seller shall likewise require his
contractors, if any, to provide for such compewtion and insurance. Before any of the Sellers or his contractors
employees shall do any work upon to premises of others, the Seller shall burnish the Purchaser with a cetificate
that such compensation and insurance have been provided. Such cauricaes shall specify the dale when such
compensation and insurance have been provided Such certificates shall specify to date when ranch compensation
and insurance expires. The Seller agrees that such compensation cod insurance shall be maintained unit after the
entire work is completed and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby assumes to entire respmsibility and liability for any and ell damage, lass or injury army kind
or vmre whatsoever to p rcom or propeny caused by or resulting from the execution ofte work provided for in
this purchase order or in carmuchan herewith. The Seller will indemnify and hold hamrle w to Purchases and any
r all of to Purchasers othcers, agents and employees from and against any and all claims, losses, damages,
charges of expenses, whether direct or indirect, and whether to pawns or property to which the Purchaser may
be put or subject by reason of any act, action, neglem, omission or default an the pun of the Seller, any of his
contradma, or any of the Sellers or confirchas officers, agents or employees. In case any suit o other
proceedings shall be brought against the Purchaser, of its officers, agents or cmployas at any time on acmunt or
by reason of any set, action, neglect, omission or default of the Seller of nay of his confusion, or my of its or
their officers, agents m employees as aforesaid, the Seller bereby agrees to assume the defense thereof and to
defend to same at the Sellers awn expense, to pay any and all costs, charges, air ameys fees and other exPenaas,
any and all judgments that may be incurred by or obtained against the Purthaser or any of its or their officers,
agents or employees in such suits or other proceedings, and in came judgment or other lien be, placed upon or
obtained against the pmpeny ofthe Purchaser, or said parties in or as a result of such suits or other proceedings,
Me Seller will at once cause the same to be dissolved and discharged by giving bond or ofefwise. The Seller and
his contractors shall take all safety precautions, donnish 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 themo.
Revised 03n010