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HomeMy WebLinkAbout107411 TIRE DISTRIBUTION SYSTEMS - PURCHASE ORDER - 9146589PO PURCHASE ORDER 914658er Page C117/ of PURCHASE 589 ' of ' `t Collins/ his number must appear �.I 1 1 on all invoices, packing sli s and labels. Date: 11112/2014 Vendor: 107411 TIRE DISTRIBUTION SYSTEMS (TDS) 3020 E MULBERRY FORT COLLINS CO 80524-8446 Ship To: OPERATIONS SERVICES CITY OF FORT COLLINS 300 Laporte Avenue Building B FORT COLLINS CO 80521 Delivery Date: 11/10/2014 Buyer: DOUG CLAPP Note: Line Description Quantity UOM Unit Price Ordered Extended Price 1 20 Sipe tires invoice 10/29/14 contact: Jeff Brown ph#970-221-6625 Ilsilell 161 10,429.60 In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal clauses apply to this purchase order. 1.NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2.PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes 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 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9146589 2 of 7 This number must appear on all invoices, packing sli s and labels. Line Description ....a,,.,.rOrdered UOM Unit Price Price to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3.ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fogov.00m Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 14658 PURCHASE ORDER 9er Page PO City Of 146589 3 of 7 ' `t CollolI Ins This number must appear ` on all invoices, packing sli i and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 57ERMINATION a. Termination for Convenience The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to The City' s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within (ten (10) days] after receipt by Contractor of written notice from the City setting forth the nature of said breach or default, the City shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the City from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 6.CIVIL RIGHTS REQUIREMENTS 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 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9146589 4 of 7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (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) �nl P14 i °G' City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fogov.com Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO PURCHASE ORDER 914658er Page City of PURCHASE 9146589 s of 7 ' `t Collins Ins This number must appear �.I ` on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 9.9 %. A separate contract goal [has not] been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. c. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor s receipt of payment for that work from the City of Fort Collins. In addition, Contractor is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor s work by the City of Fort Collins and contractor's receipt of the partial retainage payment related to the subcontractor s work. d. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. &INCORPORATION OF FEDERAL,TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Fort Collins requests which would cause the City of Fort Collins to be in violation of the FTA terms and conditions. 9.GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NON PROCUREMENT) This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. 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 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9146589 6 of 7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By accepting this purchase order, the vendor or contractor certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10.ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 11.ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 at seq. and DOT regulations, " Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, " Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB' s " Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing&cgov.com Pay terms net 30 days 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 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local uses. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-WO0587 is registered with the Collector of Internal Revenue, Denver Colorado (Ref. Colorado Revised SNmtes 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure in meet specifications, either when shipped or due to defers of damage in transit, may be returned to you for credit and arc not to be replaced except upon receipt of written in ,fee ines Gam the City official Collins. bes,sau o u GOODS arc subject o the City of Fan Collins inspection oa up inl. Final Acceptance. Receipt of the merchandise, services or equipment in crease to this order can result in autMriond paym or oa the Pont of fire City of Fort Collim, However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Tema. Shipments most he F.O.B., City of ran Collins, 700 Wood St, Fort Collins, CO $0522. unless otherwise specified on this Omer. Ifpermissmo u given. prep y freight and charge Mounkiy, the original freight bill must accompany invoice. Addirioml charges far puking will nor, be aceeptm. Shipment Distance. Where manufac umrs have distributing Points in various pans of the country, shipment is expected from the nearest dkmbution Point to definition, and excess freight will be deducted from Invoice when sbipmems am made from grater distance. Permits. Sella shall procure err sellers sole cost all na.., permits, anifata and he. required by ell applicable laws, regulation, ordinanen and mire ofthe spite, municipality,.mtory, or Political subdivision where She work is performed, or raryinel by my other duly constituted public authority havingjuovli r ion over the work of vendor. Sella fuller agrees . hold the City of For Collins hmmlns from and against all liability und loss incurred by them by reason of an assured or established violation of my such Hws. regulmiorou ordinances, roles and requirements. AuNoivation. All panic to this contras agree Sort the oral ummica are, in fan, bona fide all possess full and complete authority to bind said ponies. LIMITATION OF TERMS. This Pumhase Order expo ssly limits accepmna to he tens and conditions stated herein an fined hard any supplementary or ade itionl or. and conditions annexed here. a incorporated herein by reference. Any additional or different teem and conditions proposed by taller art objeaeJ of and hereby aejated. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipmem to arrive an your promised delivery date as noted. Time is of he ounce. Delivery all performar. must he elldned within flue time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance offends) lam deliveries, shall operate as a waiver of Nis prevision. In the event of any delay, the Pumbv;a shall have, in addition to other legal all eqNff ble remedies, fee option of placing this order elsewhere and holding the Sella liable for dou n. However, the Seller shall no, he liable for damages as a result of delays due to causes cut reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such mu of God, acts ofcivil or military amhontirs, govermnaml priorities, fires, strikes, Rood, epidemics, wars or riots provided that notice of fee conditions causing such delay is given to the Purchaser within five (5) d yes of the time when the Sella first received knowledge thereof. In the event of any such delay, the date of delivery shall he extended for the proof and . the time mtually lost by reason of the delay. 3. WARRANTY. The Sella warrants that all goods, articles, materials and work coveted by this order will conform with applicable drawings, specifications, samples and/or other dncriptioas given, will be fit for fee purposes intended, and performed with the highest degree of cart and competence in accordance with accepted suMands fur work of a ovilar rehire. The Sella agrees to hold be purchaser harmless from any loss, damage or expeSau which the Powl star may suffer or incur on account of the Sellers breach of wamanry. The Seller shall reduce, repair or make good, without cost to the purchaseq my defects or faults arising within one (I) year or within such longer period of time as may be prescribed by law or by the terrm of my applicable warranty provided by the Seller after the dam of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done Or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase cola, the Sellers liability hereunder shall extend to all der agn proximately caused by the breach of my of the foregoing warranties or Resources, but such liability shall in an event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal meow by wrnen change Omer. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes t0 the terms, Other than lepl terms, including additirsns to ar deletions from the quantities originally ordered in the specificmions or drawings, by verbal Or.61lat change aide, If any such change affects the amount due or the time ofperfamunce hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, Imainate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the grain as to any work or materials then in progress provided that the Purchaser ,hall net M lulls Orr say elainc. f Ii.iload panics re, the tonronoplavd portion ofthe goods and/or work, for incidental er cmrsequential damages, nod that no such adjustment be made in favor ofthe Seller with mspauo any goods which arc the Sellers standard strek. No such taminmion shot relieve the Purchaser or the Seller ofany of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assured within thirty (30) days from the date the change or imuination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants lost all goods sold hereunder shall have been produced, sold, delivered and furnished in stun compliance with all applicable laws and regulations to which the gaols arc subject The Seller shall execute and deliver such daumenu as may he required to effect or evidence compliance. All laws and regulations required to he incorporated in agreements of this chaonn arc hereby incorporated herein by dus reference The Seller agree . indemnify and hold the Purchaser hmmins from all costs and damages suffered by the Pare aser as a result of the Sellers failure. comply with such law. 9. ASSIGNMENT. Neither party shall assign, Remfer, or convey this order, Or my monies due or to become due hereunder without the poor wrinen consent of the oif ,pan ly. 10. TITLE. The Sella wamnts full, clear and unrestricted title. the Purchaser for all equipment, rmteriaa, and item frunished in orformmtt of dais agmemmt Gee and clew of my and all lieas, rnnidions, rnmatiom, mainly interest mnmbmnces and claims of admix. 11. NONWAIVER. Failure ofthe Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any rights or Mayo s 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 offer design, shall not release live Seller of any of the wareanlin or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon stion pnfnm mat hersufor any of its rights or remedies as. any such goods, regardless of when shipped, received or accepted, as to any poor or subsequent default hneunder, nor shall my purported oral modification or rescission of this purchase Omer by the Purchaser opeam as a waiver of my of the terms Ramp.. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purehasa recapiu toot in actual ecnorms practice, overcharges resulting from antilmst violations art in fact home by toe Purchaser. Theretofore, for good cause and as consideration for executing this orcla a order, the Sella hereby assign.; . the Purchaser my and all claims it nay now have or ha amer acquired under federal or state antitrust laws for inch overcharge; relating to the pamwlar goods or seahn purchased or acquired by the Purchaser Fondant in this purchase oma. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchsser directs fire Seller to correct nonconforming or defective good; by a date robe agreed upon by the Purchaser and the Seller, and the Sella feueafler indicates its inability or unwillingness to comply. fee Purchaser may cause But work to he performed by the most expeditiom mwss available to it, and fee Sella shall pay all casts associated with such work. The Sella shall release the Purchaser and its contractors of my tin mom all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply nee in the event of foul, of negligence of the prey released and shall extend to the directors, omem oral employes ofsuch arty. The Sellers contractual obligatiam, including waraty. shall no, be deemed. be reduced, in any way, because such work is performed or caused to be, performed by the Purchaser. 14. PATENTS. W umrs. the Sella is required to age any design, device, material or process mvernl by tenet, pmmt vadernark or copyright, the Seller shall indemnti(y and save Remains the Purchaser from any and all claims for infringement by reason of the rue of each premed design, device, material or access . counection with the contract, and shall indemnify the Purchase for any cogs expeme or damage which it may be obliged. aY by Sawa ofsuch infringement at my time during the promentloh or after the completion of the work. In case said eqopmmu or my part thereof or the intended me of the goods, is in rum son held. constitute inmingement and the use of said equipment Or Fort is enjoined, the Sella shall, at its own expense and at its option, either praure for the Purchaser the right . a.it.. using mid equipment or ores, replace the same with subgpiafiAly equal but noninfonging equipment, or modify it so it becomes nmainfringing. 15. INSOLVENCY. If the Sella shall became insolvent or bankopt make an sociopath for the beoefrt of creditors, main, a receiver or trustee for my of the Sellers property or business, this order may forthwith be areathd by One Purchaser without liability. 16. GOVERNING LAW. The definitiom of terms used or the interpretation of the agreement and the rights of all ponies hereunder shall be amtnum under and gram ed by the laws of the State ofColomde, USA. The following Additional Conditions apply only in cases where the Sells is to perform work hereunder includingthe services of Sellers Rrpregrap c(s), on the premise of.$,, ❑. SELLERS RESPONSIBILITY. The Seller shall carry, on said work at Sellers own risk until the same is fully completed and accepted, and shall, in case of my accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work of Sellers own expense and to the satisfaction of the Pumhuer. When materials and equipment are famished by others for installation Or erection by the Sella, the Sella shall receive, unload, store and handle same of the site and become responsible therefor as though such materials mNor equipment were being, ished by the Seller under fire order. 18. INSURANCE. The Seller shall, 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, and/or to their depadats in accordance with the laws of be state in which the work is. be Bona The Sella shall also carry comprehensive general liability including, but act limited., an ronarl and automobile public liability insurance with bodily injury and death limits of at least S300000 for any one person, $500,000 for any conaccident and properly damage limit per accident of $400,000. The Sella shall likewise require his tusions, if any, to provide for such compensation and insurance. Before my of the Sellers or his commcmrs employees shall do any work upon the premise of others, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such cenificates shall specify the date when such compensation and insurance have been provided. Such confuses shall specify fee date when such compensation and insurance expires. The Seller agrees lost such camp -mimes and im-mane shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability far may and ell damage, lass or injury fany kind or nmure, whatsoever to persona or property caused by or resulting from the notation ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Purchasers of sec , agents end employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, all whether. persons or property to which the Purchaser may be put or subject by reason of my m4 action, neglxt, omission . default on the part of flue Seller, my of his contrmtors, or any of the Sellers or contractors of➢cav, agents or employers. In case my suit or infer proceedings shall be brought against the Purchaser, or its olticm, agents in employers at my time an account or by yawn of any at action, negfa, omission or default of the Sella of any of his coahacoas or my of its or their othcers, agents or employees as aforemid, the Sella hereby agrees . assume the deft. therrof and to defend the same at the Sellers awn expme, to py my and all costs, charge, arorneys f s and other ex,eaez any and all judgments that may be incunred by or obtained against the Prochasa or any of its or theb officers, agents or employees in such suits or other proceedings, and in eau judgment or other lien be placed upon or obtained almost the popmy of the Purehas., or mid primes al or as a result ofsuch suits or other proceedings, the Sella will at once cause fee same. he dissolved and discharged by gi,, hoed a otherwise. The Sell. and his contractors shall pike all min, pneautimrs, furnish and imull all guards a.essary for Ne prevention of accidents, comply with all laws and m ulatiom with regard . safety including, but without limitation, the Occupational Safery and Health An of 1970 and all ales and orphanages issue pursuant thereto. Revised 07nO14