HomeMy WebLinkAbout112810 CUMMINS-ALLISON - PURCHASE ORDER - 9143620Fort Collins
Date: 06/30/2014
Vendor: 112810
CUMMINS-ALLISON CORP
ATTN: DON LAMBERT
12201 E ARAPAHOE RD STE C2
ENGLEWOOD CO 80112-3918
PURCHASE ORDER
PO Number Page
9143620 1of6
This number must appear
on all invoices, packing
sli s and labels.
Ship To: TRANSFORT BUS FACILITY
CITY OF FORT COLLINS
6570 PORTNER ROAD
CITY OF FORT COLLINS CO 8052
Delivery Date: 06/26/2014 Buyer: WILSON, JILL
Note: 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 at 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.
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 914362er Page
City of PURCHASE
9143620 2 of s
F6r} Chisnumbees, packing
,�,/`' ` Collins` 1 1�7 on all invoices, packing
slips and labels.
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.
41EDERAL 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.
&TERMINATION
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 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
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 914362er Page
City of PURCHASE
9143620 8 of 6
�} Collins
Ins This number must appear
V ` on all invoices, packing
sli s and labels.
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 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.
F.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).
6.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. fit 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
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
of
PURCHASE ORDER
PO Number Page
9143620 4of6
This number must appear
on all invoices, packing
sli s and labels.
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 subcontractors 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
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.
8.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,
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 914362er Page
City of PURCHASE
97 43620 5 of 6
' `t Collins
ins This number must appear
�.I ` 1 1 on all invoices, packing
sli s and labels.
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 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.
Line Description Quantity UOM Unit Price Extended
Ordered Price
I Coin Sorter for Treasury
Quote dated 6/19/2014
q� P14
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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
1 LOT LS
7,062.00
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
L COMMERCIALDRIPAIM.
Tax exemptions. By stamm the City of rod Collins is exempt fmm state mA local nixes. Our Exemption Number is
98-0,1502. Federal Excise Tax Exemption Cetificme of Registry, 84-6000587 is regicaeed with the Collator of
Interval Revenue, D-veq Col.& (Ref. Colorado Revised Smtuu, 1973, Chapter 39-26, 114 fa).
Goods Rejected. GOODS REJECTED due to failure to meet sped ficmiom, either when Shipped or due to defects of
Damage in rmnsit, may be refiroed an you for credit and are not to be replaced except upon receipt .1'write.
instructions from the City of Fon Collins.
hemptimt. GOODS are subject m the City of rain Collins inspection on -rival.
Final Acceptance Receipt of ,he merb-diw. scivises
r equipment in response to flux order e: result in
authorized payment no the pan of the City of ForCollins, HmWseq it is to be undernoad fh:nFINAL
ACCEPTANCE is depend,., upon completion oral applicable r cured inspection procedures.
Freight I core, Shipments most be FOIL, City of For Collins, 700 Wood St, Fort Collins, CO 80522, unless
otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight
bill most rate mparay novice. Additional al mga for parking will rim be accepled
Shipment Distance. Where manufacturers have distributing Points in various Pros of the country, shipment is
expected from the nearest distribution to, to decimation, and eacess freight will be deducted from In, when
Shipments art made from former duu aaa.
Permits. Seller shall procure at sellers sole cost all neacsmry petmies, cenifirmas and ]Xenia requital by ell
applicable Inxs, regulations, or, iwnces and roles of the firm, muni ainthly, mmfory Or political subJivisi.n where
the work is performed, or required by any other duly consfiwmJ public currency having jurisdiction over the work
of vendor. Seller father agrees to hold the City of hair Collins humless from and against all liability and loss
requind by than by reason of an asseded or estrbbsbed vi.l:ai.. of any such laws, regulations, .olin:mtts, roles
and regnircmcnle
Authorization. All parties to this contract agree that the ,epresenuttives are, in fact, bone fide and Ponnex, fill and
complete authority to bind mid ponies.
LIMITATION OF TERMS, This Purchase Order expressly limits accepanee to the terms and conditions stated
herein set fodh and any supplementary or additional farm and conditions annexed hereto Or incorporated herein by
reference. Any additional or different maps and conditions proposed by seller are objected to add hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you canna, make complete shipment to arrive on your
promised delivery date - noted Time is of the amentt. Delivery and performance must be ermined within the time
stated on the purchase order and the documents armchd herem. No ens of the Purchasers including, without
limitation, mcepmnce of pmial lam delirmes, shall opcmte m a waiver of this provision. In the evens of any delay,
the Purchaser shall have, in addition to other legal ad equitable readies, the option of placing this order eluwherc
and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays
due to causes not reasonably foreseeable which are beyond its reasonable conlml and without ire fuel, of negligence,
sail .mis of God, act of civil or military multiplier, gopemmenul pnod,ies, fires, strikes flood. epidemics, wars or
riots provided Nat notice of the conditions causing such delay is given to the Purchaser within five (5) days of the
time when [he Seller first received knowledge thereof In the evenl oUny such delay, the date oI delivery stall be
extended for the Period equal in the time actual ly lost by reason of the delay.
3. WARRANTY.
The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable
drawings, specifications, samples -Nor other descriptions given, will be fit for the purposes intended, and
Performed with the highest degree of care and competence in accordance with accepted standards for work of a
ourni.f -rem. The Sell,, agrees I. hold the purchaser harmless fmm any loss, damage or expense which the
Purchaser may suffer or incor on accai—, of lye Sellers breach Of warranty. The Sella shall replace, repair or make
good, without cost to the purchaser, any defers or faults,rising within one (1) year or within such longer pond of
time as nay be prescribed by law or by the rams ofany applicable waranty provided by the Seller after the G re of
acceptance of lye goods fumishd hereunder (aceepame not to be umeas.tably delayed), resulting from imperf t
or defective won done or neutrals Finished by lye Sella. Accept cal or nse.f goods by the Purchase, shall not
constitute a waiver of any claim under this warranty, Except as otherwise provided in this purchase order, the Sellers
liability hereuade, shall extend m all damages proximately eauud by the breach of any of the foregoing warranties
or Imports , but such liability shall in no event include loss ofprofits or loss .fuse. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANCES IN LEGAL TERMS.
The Purchaser may make changes to legal terms by written change order
5. CI IANGES IN COMMERCIAL TERMS.
The Purchurt
may make any changes o the more, other than legal fir, including askiidons m or delni.ns from
the quantities originally ordered in me Specifications firms.
ore or drawings, by verbal or wrimen change order. If any such
change afTecs the amounl due or the time of rimfomarm hereunder, an equitable adjustment shall M made.
6. TERMINATIONS.
]fie Purchaser may a1 any time by written flange ardc . temti-te this agreement m many or all Podium of the
goods then not shipped, subject to any equitable adjustment between the paper as m any won or materials then in
progress provided the, the Purchmer shall not be liable for any claims for-ticipamd pmfim on the uncompleted
portion of the good -Nor work, for incidental or wremoremial damages, and that no such adjustment IS, made in
Favor.(the Sadler with respect to any goods which art the Sellers standard stock. No such umiration shall relieve
the Purchaser or the Seller ofa.y offer obligation as to coy goods delivered hereunder.
9. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserd within thirty (30) days from the it.,, ,he change or mmtination is
,adercd.
8. COMPLIANCE WITH LAW.
The Seller warrants that all goods Sold hereunder shall have been u d.cad, sold, delivered and famished in smict
compliance with all applicable laws and regulations to which the goods are subject. The Seller Shull execnte rind
deliver such documents as may be bequindr to effect or evidence compliance. All laws and regulations required to be
incorporated in agreements of this character are hereby imuryomted herein by this reference. The Seller agrees to
indemnify and hold the Purchases hmmless from all cons and damages suffe d by the Purchaser as a result of the
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign, transfer, or convey this ordeq or any monies due or to become due hereunder without the
prior written summer of the other hady.
10. TITLE.
The Seller warrants full, clear and unrestricted title to the Purchaser for all ryuipmenp materials, Said items famished
in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest
encumbrances and claims ormhers.
I L NONWAIVER.
Failure of the Purchaser I. insist upon steer pert. —mace of the terms and condition hereof failure or delay on
any rights or reedrts provided herein or by law, failure to promptly notify the Seller in the event of a
breach, m
h, the acceptance brain payment for goods remainder or approval of the design, shall not release the Seller of
any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any night of the
purchaser to insist upon strict performance hereof., any of is rights or remedies a to any such goods, proon less
of when shipped, received or accepted, a, to any prior or subsequent default hereunder, nor shall any purposed
oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any Of the terms
hee.E
12. ASSIGNMENT OF AM (TRUST CLAIMS.
Seller and the Purchaser marimbas, that in actual a is practice, overcharges resulting from -rtrus,
violations arc is four some by the Purchase. Theretofore.for good cause and as consideration for executing this
purchase osier, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter
acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services
Purchased or acquired by the Purchaser pursuant to this purchase order.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Ifthe Purchaser direcxs the Seller to ex ri n nonconforming or defective good by a dare to be agreed upon by the
Pambaser and the Seller, and the Seller thereafter indicates its i,ability or unwillingness to comply, the Reformer
may,muse the work to bi, perforated by the most expedomp, means available t. it, and ,he Seller shall Pay all
costs assw ored with such work.
The Seller shall release the Purchaser and its contractors of any tier firm all liability, and claims of any nmre
resulting from the performance of such work.
This ,demo shall apply even in the even, of trash of negligence of the pad, released and Shall extend to he
directors, officers and employees of such party.
'I he Seller's contractual obligations, including warenty, shall not be deemed to be reduced, in any way, because
such work is performed or caused to be p afinmc l by the Purchaser.
14. PATENTS.
\Vhenevemhe Seller is, yviread to me any design, device, mmenal or process covered by letmq poem, tee& ark
r copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement
by reason of the use of such p ,ter d design, device, mmenal or process in connexion with the rontrnr, and
dull indemnify the Purchaser for any rest, expense or damage which it may be obliged to pay by reason of such
infringement at any from during the pmseeurion or after the completion of the won. In case said erluipmmr, or
any pan thereof or the intended use of the goods, is in such suit held to constitute inringemeat ad the now, of
said equipment of pan is rejoined, the Seller shall, at its own expense and at its option, either procure for the
Puchaser the fight to continue using said equipment or pans, replace the same with substantially al -I btu
noninfringing equipment, or modify it re it becomes nnninfn'nging.
15. INSOLVENCY.
If the Seller shall became insolvent or bankmpl, make an assignment for the benefit of creditors, appoint a
receiver or trustee for any of tire Sellers papery or business, this order may forthwith be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions of terms used or the interpretation ofthe agreement and the rights oral[ parties hereunder shall be
enhanced code, and gmemcd by the laws of lye State ofColomdo, USA.
Ile following Additional Conditions apply only in cases where the Sella is to perform work hermader,
including lye services of Sellers Representarivard, on the premise ofothers.
17. SELLERS RESPONSIBILITY.
The Seller shall carry on said work m Sellers uwrt risk unfit the same is fully complad and accepted, and stall,
in au of any a-idcn, destruction or injury to the work and/or materials befor, Sdkh Final completion Said
acceptance, complete the work at Sellers own expense and to the Satisfaction of the Purchaser. When materials
and equipment art famished by others for installation or eection by the Seller, ,he ScIfn sbull receive, —load,
store and handle same at the site and become responsible therefor as though such ntamfiah and/or equipment
were being furnished by the Seller under the order.
18. INSURANCE
The Seller shal], at his own expense, provide for the payment of workers compensation, including occupational
disease benefits, to its employees employed on Or in connection with the work covered by this purchase Order,
armor to their dependents is occordmce with the laws of the state in which the work is to be done. The Seller
shall also carry comprehensive general liability including, but not limited to, contractual and automobile public
liability insuance with tidily injury and death limits of at least 5 ulnuar for very one person, SSMI,MN' for any
one accident and propery damage limit Per accident of S400,0110. The Seller shall likewise require his
contractors, if any, to provide for such COMIscrequUmn and insurance. Before my of the Sellers or his comracmrs
employees shall do any work upon the premises of others, the Seller shall famish the Purchu- with a certificate
that such compensation and insumplacc have been pmvidd. Such certificaes shall specify the d re when such
ompenmtion and insurance have been Provided. Such certificates shall specify the date when such compensation
and insurance expires. The Sella agrees real such compeesation ad insurance shall be maintained until after the
entire work is completed and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby resumes the entire m nwonility and liability for any and all damage, loss or injury of any kind
nature,or whaesbever to persons or property caused by or resulting from the execution of fire work provided for in
this
is purchase order or in connenion herewith. The Seller will indemnify and hold hamhss the Purchaser and any
cr all of the Purchase. oniai,, agents and employees from -itagainst any and all claims, Oases, damages,
harges or expenses, ,better direct or indirect, and whether to persons or property to which the Purchaser may
be put or subject by reason Of:my act, action, neglect, omission or default on the pan of the Seller, any of his
contractors, or any of the Sellers or contractors officers, agents or employees. In care any suit or other
proceedings shall be brought against the Purchase, or its oRcers, agents or employees at any time on account or
by reason of my act, action, neglect, omission or def ash of the Seller of any of his contractors or any of its or
their Officers, agents or employees as aforesaid, the Seller hereby agree to assume the defense themsf and to
defend the come an the Seller own expense, to pay any and all coves, charges, auumeys fees and other expenses,
any and all judgments that nay be incurred by or obtained against the Purchaser or any of its or thew officers,
agents or employees in such suits or other pmceedwgs, and in cue judgment of other lien be placed upon or
obtained against the property of the Purchaser, or Said parties in or as a result of such suits in other proceedings,
the Sella will So some cause the same to be dissolvd and disclargN by giving band or Otherwise. The Seller add
his contractors shall take all see@ay precaurimti, formal and install all guard nexessary for the prevention of
accidents, comply with all laws and regulatiom with regard to safety including, but without limitation, the
Occupational Safety and Health Act of 1970 and all ones and regulations issued purse-t thereto.
Revised W2010