HomeMy WebLinkAbout424638 DERO BIKE RACK COMPANY - PURCHASE ORDER - 9143900PO
PURCHASE ORDER 914390er Page
CI�/ of PURCHASE
43900 5 of 6
Flirt Collins( This number must appear
�I\V`I ` V on all invoices, packing
sli s and labels.
(through the contractor in the case of a subcontractors 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.
Line Description Quantity UOM Unit Price Extended
Ordered Price
1 Bike Racks for MAX
per Quote #90946
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:purchasingQo fcgov.mm
1 LOT LS
5,578.00
Total
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
City of
F„�t Collins
PURCHASE ORDER
PO Number Page
9143900 4.16
This number must appear
on all invoices, packing
sli s and labels.
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 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
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 914390er Page
CI�/ O'f^ 9143900 3 of 6
' `tCollins Thisnumber must appear
` on all invoices, packing
sli s and labels.
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 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. (if a separate contract goal has been established, use the following) Bidders/offerors are required to
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
130
PURCHASE ORDER 914390er Page
Cliff/ of PURCHASE
9143900 2 of s
Flirt Collins
This number must appear
,'`�_,J`-' ` 1 1 on all invoices, packing
sli s and labels.
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.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 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
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@fcgov.com PO Box 580
Fort Collins, CO 80522-0580
Fort Collins
Date: 07/11/2014
PURCHASE ORDER
Vendor: 424638
DERO BIKE RACK COMPANY
504 MALCOLM AVE SE SUITE 100
MINNEAPOLIS MN 55414
PO Number Page
9143900 1of6
This number must appear
on all invoices, packing
sli s and labels.
Ship To: ENGINEERING DEPT-MASON
CITY OF FORT COLLINS
ENGINEERING DEPT-MASON
281 N. COLLEGE AVE
FORT COLLINS CO 80524
Delivery Date: 07/11/2014 Buyer: WILSON, JILL
Note: "PLEASE REFER TO QUOTE # 90946, dated 7/3/2014"
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 Ads.
(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
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
Purchase Order Terms and Conditions
Page 2 of 2
1. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Fort Collins is exempt brain state and local taxes. Our Exemption Number is
98-0 502. Federal Excise Tax Exemption Certificate of Registry 84-60e0587 is registered with the Call.., of
Inters] Revenue, Deaver, Colorado (Ref. Colomdo Raised Statutes URL Chapter 39-26, 114 (a).
Good R jectad. GOODS REJECTED due to failure to meet slsecifiw0oa, ciNer when shipped or due to defects of
damage in tmron. may h, burned to you for credit mail are nor to bar replaced except upon receipt of wrinm
instructions from the City of Fort Collins.
Inspection. GOODS we subject to the City effort Collins inspection on amval.
Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in
authorized payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL
ACCEPTANCE is dependent upon completion ofall applicable required inspection procedure.
Freight Terms. Shipments must be F.O.B., City of Too Collins, 200 Wood St., Fort Collins, CO 80522, unless
otherwise sper ndi an this order. If permission is given to prepay freight and charge srpamtely, the original freight
bill must accompany invoice. Additional charges for parking will not be accepted.
Shipment Distance. Where manufacturers have diatdbuting points in various pans Of the country, shipment is
expand form the nearest distribution point to destination, and excess freight will be deducted form Invoice when
shipments are made from grasser distance.
Permits. Seller shall proeurr at sellers sole cost all necessary permits, certificates and licames criminal by all
applicable laws,regulations, ordinances and rates of the sans, municipality, territory or political subdivision where
the work is pdfotmed, or required by any other duly onsiouted public authority having jurisdiction over the work
of vendor. Seller fuller agrees to hold the City of Fort Collins harmless tram and against all liabiliry and loss
incurred by them by season of in asserted or established violation of any such laws, regulations, ordinances, tales
and cat unman t.
Authorisation. All mins as this contract agree that the reprtsenaniva are, in fact bow fide and possess full and
complete mthority to bind said pries.
LIMITATION OF TERMS. This Purchase Order esput limits acceptance to the tenor and conditions stated
herein set forth and my su,lawmary art additiowl tens and condition amcxed hand. m imea mated hereia by
refereae. Any mutant or difRrent terms and conditions proposed by seller are objected to and hereby jetted.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment on arrive on your
promised delivery date in noted. Time is of the essence. Delivery and performance most be dTa ed within the time
stated on the purchase order and the documents watched herein. No acts of the Purchasers including, without
limitation, acceptance of partial lute deliveries, shall operate as a waiver of Nis prevision. In the event of any delay,
the Purchaser shall have, in addition on other legal and equitable remedies, the option ofplacing this order elsewhere
all holding the Seller liable for damages. However, the Seller shall not b, liable for damages as a result of delays
due,, causes not reasombhy foreseeable which are beyond its reasonable control and without its fault of negligence,
soh acts of God, acts ufcivil or military authorities, governmental priorities. fires, strikes, fiord, epidemics, wars or
riots provided that notice wile conditions causing such delay is given to the Purchaser within five (5) days of the
time when the Seller first received knowledge thereof. In the event army such delay, the date of delivery shall he
extended for the period equal to the time actually lost by reason of the delay.
3. WARRANTY.
The Seller warrants that all goods, articles, metmak and work coveted by this order will conform with applicable
drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and
Performed with the highest degree of can and competence m accordance with accepted standard for work of a
miter uamre. The Seller agrees to hold Me purchaser harmless from my loss, damage or expense which the
Purchaser may suffer or incur as account of the Sellers breach f.V. The Seller shall replace, repairor make
goad, without cast to Me purchaser, my Militias or faults arising within one (1) year or within such longer period of
time as ray be marditha i by law or by the era of my applicable warranty provided by the Seller after the date of
acceptance wine good famished germander (acceptance man to be unreawrably delayed). resulting from imperfect
or defective work done or matmwk furnished by the Seller. Acceptance or an of good by Me Purchaser shall not
coasnime a waiver of my claim under Nis awaary. Except as otherwise provided in this purchase oiler, the Sellers
liability hereunder shall extend to all damages Proximately caused by Me breach of any of the foregoing warm nes
or guaantres, but such liabiliry shall in no event include lass of pmfiu or lass of use. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TERMS.
The Pushaser may make changes to legal terms by wriuen change other.
S. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from
the quantities originally odered in the specifications or drawings, by verbal or written change order. If any .such
change affects the amount due or the time of paf arrome hereunder, an equitable adjustment shill be made.
6. TERMINATIONS.
The Purchaser may at any time by women change order, ternowt a this agreement as to any or all poniou of the
good then not shipped, subject o any equitable adjnstmeat between the parties in to any work or materials then in
progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted
portion of the gook and/or work, for incidenal or consequential damages, and that no sah adjustment be made in
favor of the Seller with respect to any goads which are Me Sellers standard stock. No such termination shall relieve
the Purchaser or din Seller ofacy ofM i, obligations as a any goods delivered heremder.
T CLAIMS FOR ADJUSTMENT.
Any claim tar wdjatmann mat be asuned within Nim (30) days cam the data the change tar temrimtion is
ordered.
8. COMPLIANCE WITH LAW.
The Seller warrants that all goad sold hereunder shall have been produced, sold, delivered and famished in small
compliance with all applicable laws and regulations a which the good an subject. The Sella shall execute and
deliver such documents as may be required in effect or evidence compliance. All laws and regulations required to be
ncorpor ted in agreements of this character are hereby murpontN herein by this refereae. The Seller agrees t.
indrnmify and hold the Purchaser harmless from all now and damages sulfad by the Pmchasm as is remh of the
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither parry shall design, number, or convey this order, or my monies due or in become due hereunder without be
prior written consent ofhe other party.
10, TITLE.
The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished
in performance of this agreement, free and dam of any and all liens, restrictions, reservations, security interest
=cumbrances and claims of others.
11. NONWAIVER.
Failure of the Purchaser to iand upon strict performance of the terms and coMitions hereof. failure or delay as
exercise any right or remedies provided herein or by law, failure to promptly notify th, Sella in the event of a
breach, the ace ounce ofor paMan for Goods hereunder or approval of the design, shall not release the Seller of
any of the watrentim or obligations of this purchase order aid shall not be deemed a waiver of my right of the
purchaser to insist upon strict performance hereof or any of its rights or rmtedies m to any such good, rt,willess
of when sloppiest, received or accepted, at on my prior or subupenr default heremder, roe than any pueponed
and modification Or rescission of this Purchase, Oder by the Purchaer opemle as is waiver of any of the 1.
hereof.
12, ASSIGNMENT OF ANTITRUST CLAIMS.
Seller and the Purehuser recognize that in ecaal economicer practice, mefargest s resulting from moni
violations are in fact home by the Purchaer. Theretofore, forgiantcame and as consideration for executing this
purchase aide, the Seller hereby assigns to the Purchaser, any and all claims it may now have art hereafter
acquired under federal or state antitrust laws for such overcharges relating to the particular goods art services
pachaed or acquired by the Purchaser pnovinal to this purchase order.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser directs the Seller to cornet nonconforming or defective goods by a date to be read .,an by the
Pmchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser
may cause the work to be performed by the most expeditious tacos available to it, and the Seller shall pay all
costs associated with stab work.
The Seller shall release the Purchaser and its contractors of any tier form all liability and claims of any nature
resulting form the performance of Bach work.
This release shall apply even in the event of fault of negligence of the party released and shall extend to the
directors, officers and employes ofauch parry.
The Sellers amounted obligations, including immunity, shall nor be deemed in be reduced, in any way, because
such work is performed or caused to Ee performed by the purchases.
14. PATENTS.
Whenever the Sella s required to use any design, device, material or Process emend by knm pant trademark
or copyright the Sella shall indemnify and save hatmlas the purchaser TWO my and all claims for infringement
by reason of the use of such patented design, device, material or process in connection with the comma, aid
shall indemnify the Purchaser for any cent expense or damage which it may be obliged to pay by brawn of such
infringement at my time during the prosecution or a0er the completion of the work. In case said equipment, or
any pan thereof or the intended me ol'the good, is in such suit held ro constitute infringement and the use of
said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for he
Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but
noninGnging equipment, or modify it so it becomes noninfdnging.
15. INSOLVENCY.
If the Seller shall became insolvent or bankrupt make an assignment for the benefit of credlmrs, appoint a
receiver or trustee for any of the Sellers property or business, this Oder may forthwith he canceled by the
Pachwerwithout liability.
16. GOVERNING LAW.
Tire definition orients used or the interpretation of the agreement and the nghts of all parties hereunder shall be,
oasaued under and governed by Me lases of the Same ofCalmdo, USA.
Tar, following Additional Conditions apply only in eases where the Sella is as perform work hareundar,
including the services of Sellers Rapresentativids), on Me premises ofomers.
19. SELLERS RESPONSIBILITY.
The Seller shall carry on said work at Sellers oxn nick ..,it Me same is fully completed crass accepted, and shall,
in case of my acddent destruction or injury no the work and/or mmmak before Seller's final completion and
acceptance, complete the work at Sellers own expense and to the southeast of the Purchaser. When mammals
and equipment we fumlshnd by others for installation or ereOim by the Seller, the Seller shall receive, unload,
some and handle same at the site and become miparsible therefor m though such rn denials andt.r equipment
were being famished by the Seller under Me under.
18. INSURANCE.
The Seller shall, at his own expense, provide for the payment of workers compensation, including Occupational
disease benefin, to its employes rmployal oa or in radicalimn with the work covered by this pumh or other,
aallor to their dependents in accordance with the laws Of the state in which the work is to be data. The Seller
shall also carry comprehensive general liability including, but not limited to, contractual and automobile public
liability insunmer with bodily injury and death limi, of err leaa $300,000 for any one person, $500,000 for any
one accident and property damage limit per accident of S400,000. The Seller shall likewise require his
amuacmrs, if any, to provide for such as rpers ui in and Oexamence. Before any Of the Sellers or his anaraaon
employees shall do any work on the premises of others, the Seller shall furnish the Purchaser with a certificate
that such compensation and insurance have been provided Such cenificams shall specify the date when such
compensation and insurance have been provided. Such certificates shall specify the date when such consternation
and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until raper the
entire work is completdl and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby summers the =tire respomibiliry and liability for any cad all damage, loss or injury of my kind
nationwhars«ter to pexam or property
award by or resulting from the execution ofthe work provided for in
this purchase order or in connection herewith. The Sella will indemnify said hold hmmliss $e Pochaa all any
r all of the Purchasers officers, agents and employees from and against any and all claims, losses damages,
charges or expe ses, whether direct m indirect, and whether to prwa or primary to which the purchaser my
he put or subject by brawn of any tat action, neglect omission or default on Me pan of the Seller, my of his
contractors, or any of Me Sellers or contractors afters, agents m employees. In case my suit m other
proceedings shall Ed brmgh against the Purchaser, or its officers, agents or employees at my lime m i ccomt or
by reason of my act action, neglect, omission or default of the Seller of any of his conRx4on or my of its or
their officers, agents or employees a aforesaid, the Sella hereby agrees a assume the defense thereof and to
defend the same at the Sellers oxn expene, an pay my and all mstc, charges, atmmeys fees and other expenses,
any and all judgments that may to incurred by or obtained against the Purchaer or my of its or their officers,
agents or employees in such suits or other proceedings, and in case indgmmt or other him be placed upon or
obtained against the property of the Purchaser, or said panics in or m a result of such suits or other proceedings,
the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and
his contractors shall take all safety precautions, famish and install all guard necessary for the prevention of
accidents, comply with all laws and regulations with regard at safety including, but without limitation, the
Occupational Safety and Health Act of 1920 and all rates and regulations issued pursuant thereto.
Revised 032010