HomeMy WebLinkAbout105596 COLORADO ASSOCIATION OF TRANSIT AGENCIES - PURCHASE ORDER - 9152149PURCHASE ORDER PO Number Page
City OfCollins
9152149 ' of
Flirt Coll ns
This number must appear
Iy`L`J"' ` ` I
on all invoices, packing
sli s and labels.
Date: 04/14/2015
Vendor: 105596
Ship To: TRANSFORT BUS FACILITY
COLORADO ASSOCIATION OF
CITY OF FORT COLLINS
TRANSIT AGENCIES
6570 PORTNER ROAD
110 16TH ST SUITE 604
CITY OF FORT COLLINS CO 8052
DENVER CO 80202
Delivery Date: 04/14/2015 Buyer: WILSON, JILL
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
1 2015 CASTA Dues
Inv. #M1199 dated 4/8/2015
1 LOT LS
14,990.40
In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal
clauses apply to this purchase order.
1.NO GOVERNMENT OBLIGATION TO THIRD PARTIES
No Obligation by the Federal Government.
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal
Government in or approval of the solicitation or award of the underlying contract, absent the express written
consent by the Federal Government, the Federal Government is not a party to this contract and shall not be
subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to
that contract) pertaining to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with
Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify
the subcontractor who will be subject to its provisions.
2.PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS
Program Fraud and False or Fraudulent Statements or Related Acts.
(1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as
amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part
31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor
certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes
to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being
performed. In addition to other penalties that 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.
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
invoices @fcgov.com
City of
/111'F�ort Collins
PURCHASE ORDER
PO Number Page
9152149 2 of 7
This number must appear
on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
(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.
&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.
&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,
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
invoices @fcgov.com
City of
/0,.F,.�or_t Collins
PURCHASE ORDER
PO Number Page
9152149 3 of 7
This number must appear
on all invoices, packing
sli sand labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
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
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.
6.CIVIL RIGHTS REQUIREMENTS
Civil Rights - The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d,
section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans
with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor
agrees that it will not discriminate against any employee or applicant for employment because of race, color,
creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal
implementing regulations and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the
underlying contract:
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42
U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable
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
invoices @fcgov.com
City of
�,.Fo_rt Collins
PURCHASE ORDER
PO Number Page
9152149 4o17
This number must appear
on all invoices, packing
slips and labels.
Line Description ""'.""`r UOM Unit Price
Ordered Price
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)
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 5%. 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)).
c. {If a separate contract goal has been established, use the following) Bidders/offerors are required to document
sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so,
as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following [concurrent
with and accompanying sealed bid] [concurrent with and accompanying an initial proposal] [prior to award]:
1. The names and addresses of DBE firms that will participate in this contract;
2. A description of the work each DBE will perform;
3. The dollar amount of the participation of each DBE firm participating;
4. Written documentation of the bidder/offeror' s commitment to use a DBE subcontractor whose participation it
submits to meet the contract ooal;
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
invoices @fcgov.com
PURCHASE ORDER PO Number Page
City Of///��� 9152149 s of 7
Coll
Ins This number must appear
Fort C` 1�—J`-' ` on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor s
commitment; and
6. If the contract goal is not met, evidence of good faith efforts to do so.
[Bidders][Offerors] must present the information required above [as a matter of responsiveness] [with initial
proposals] [prior to contract award] (see 49 CFR 26.53(3)).
{If no separate contract goal has been established, use the following} The successful bidder/offeror will be
required to report its DBE participation obtained through race -neutral means throughout the period of
performance.
d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory
performance of that work no later than 30 days after the contractor s receipt of payment for that work from the
City of Fort Collins. In addition, [the contractor may not hold retainage from its subcontractors.] [is required to
return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to
this contract is satisfactorily completed.] [is required to return any retainage payments to those subcontractors
within 30 days after incremental acceptance of the subcontractor's work by the City of Fort Collins and
contractor s receipt of the partial retainage payment related to the subcontractor's work.]
e. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work
related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage
another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any
DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written
consent of City of Fort Collins.
8.INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain
Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract
provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E, are hereby
incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be
deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor
shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which
would cause (name of grantee) to be in violation of the FTA terms and conditions.
9.CARGO PREFERENCE REQUIREMENTS
Cargo Preference - Use of United States -Flag Vessels - The contractor agrees: a. to use privately owned United
States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry
bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities
pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for
United States -Flag commercial vessels; b. to furnish within 20 working days following the date of loading for
shipments originating within the United States or within 30 working days following the date of leading for
shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of -
lading in English for each shipment of cargo described in the preceding paragraph to the Division of National
Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient
(through the contractor in the case of a subcontractor's bill -of -lading.) c. to include these requirements in all
subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment,
material, or commodities by ocean vessel.
10.ENERGY CONSERVATION REQUIREMENTS
Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy
Invoice Address:
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
City of Fort Collins
Accounting Department
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
PO Box 580
Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com
Fort Collins, CO 80522-0580
invoices @fcgov.com
City of
�,.F,.�or_t Collins
PURCHASE ORDER PO Number Page
9152149 6of7
This number must appear
on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
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 et
seq. and DOT regulations, " Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and
Joint ATBCB/DOT regulations, " Americans with Disabilities (ADA) Accessibility Specifications for Transportation
Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB' s "
Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility
guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added
specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply
with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37.
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com
Total $14,990.40
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
invoices @fcgov.com
Purchase Order Terms and Conditions
Page 7 of 7
1. COMMERCIAL DETAILS.
Tax exemptions. By stature the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is
9"502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statures 1973, Chapter 39-26, 114 (a).
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of
damage in transit, may be returned in you for credit and arc not to be replaced except upon receipt of written
instructions from the City of Fort Collins.
Inspection. GOODS me subject to the City of Fort Collins inspection on arrival.
Final Acceptance. Receipt of the merchandise, services or equipment in response to Nis order can result in
authorized payment can the pan of the City of Fort Collins. However, it is to be understood that FINAL
ACCEPTANCE is dependent upon wmpletion of all applicable required inspection procedures.
Freight Terre. Shipments must be F.O.B., City of Fort 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 must accompany invoice. Additional charges for packing will not be accepted.
Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is
expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when
shipments are made from greater durance.
Permits. Seller shall pravre at sellers sole cast all necessary permits, certificates and liceases required by all
applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where
the work is performed, or required by any other duly constituted public authority having jurisdiction over the work
of vendor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss
incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules
and requirements.
Authorization. All parties to this contract agree that the representatives me, in fact, bona fide and possess full and
complete authority to bind said parties.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated
herein set forth and any supplementary or additional a = and conditions annexed hereto or incorporated herein by
reference. Any additional or diferem terms and conditions proposed by seller arc objected m and hereby rejected,
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your
promised delivery date as acted. Time is of the essence. Delivery and performance mast be effected within the time
stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without
limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay,
the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays
due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence,
such acts of God, acts ofcisil or military authorities, governmental priorities, fires, strikes, Rood, epidemics, wars or
riots provided that notice of the conditions canning such delay is given to the Purchaser within five (5) days of the
time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be
extended for the period equal to the time actually 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 and/or 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
similar nature. The Seller agrees to hold the purchaser harmless from my loss, damage or expense which the
Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make
good, without cost to the purchase, any defects or faults arising within one (1) year or within such longer period of
fins: as may be prescribed by law or by the terms of any applicable warranty provided by the Seller after the date of
acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect
a defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not
wnstitate a waiver of any claim under this warmly. Except as otherwise provided in this purchase order, the Sellers
liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties
or guarantees, but such liability shall in no 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 terms by written change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the terms, other than legal terms, including additions to m deletions from
the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such
change affecta the amount due or the time of performance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order, terminate this agreement w many or all portions of the
goods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in
progress provided that the Purchaser shall not be liable for any claims for anticipated profits on me uncompleted
portion of the goods and/or work, fur incidental or consequential damages, and that no such adjustment be made in
favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve
the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is
ordered.
8. COMPLIANCE WITH LAW.
The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict
compliance with all applicable laws and regulations to which the goods are subject The Seller shall execute and
deliver such documents as may be required to effector evidence compliance. All laws and regulations required to be
incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to
indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the
Sellers failure an comply with such law.
9. ASSIGNMENT.
Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the
prior written consent of the other party.
10. TITLE.
The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished
in performance of this agreement. Rw and clear of any and all liens, restrictions, reservations, security interest
encumbrances and claims of others.
II. NONWAIVER.
Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to
exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a
breach, the acceptance of or payment for goods hereunder 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 right of the
purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless
of when shipped, received or accepted, as to any prior or subsequent default hereunder nor shall any purported
oral modification or rescission of Nis purchase order by the Purchaser operate as a waiver of any of the terms
hereof.
12. ASSIGNMENT OF ANTITRUST CLAIMS.
Seller and the Purchaser recognize that in annual economic practice, overcharges resulting from antitrust
violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this
purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter
acquired under federal m 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.
If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the
Purchaser 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 means available in it, and the Seller shall pay all
costs associated with such work.
The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature
resulting from the performance of such work.
This release shall apply even in the event of fault of negligence of the parry released and shall extend 1. the
directors, officers and employees of sucb parry.
The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because
such work is performed or caused to be performed by the purchaser.
14. PATENTS.
Whenever the Seller is required to use any design, device, material m process covered by letter, patent, trademark
or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement
by crown of the use of such patented design, device, material or prowss in connection with the contract, and
shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such
infringement at any time during the prosecution or after the completion of the work. In case said equipment, or
any part thereof ce the intended use of the goods, is in such suit held to constione infringement and the use of
said equipment or part is enjoined, the Seller shall, at its own expense and at its option, either procure for the
Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but
noninfringing equipment, or modify it so it becomes noninfiinging.
15. INSOLVENCY.
If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a
receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions of terms used or the interpretation of the agreement and the rights of all parties hereunder shall be
contained under and governed by the laws of the State of Colorado, USA.
The following Additional Conditions apply only in cases where the Seller is to perform work hereunder,
including the services of Sellers Representative(s), on the premises of others.
17. 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 any accident, destruction or injury to the work and/or materials before Seller's final completion and
acceptance, complete the work at Scilas own expense and to the satisfaction of the Purchaser. When materials
and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive, unload,
store and handle same at the site and became responsible therefor w though such materials and/or equipment
were being furnished by the Seller under the order.
18. INSURANCE.
The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational
disease benefits, to its employees employed on or in connection with the work covered by tail purchase order,
and/or to their dependents in accordance 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 insurance with bodily injury and death limits of at least $300,000 for any one person, $500,000 for any
one accident and property damage limit per accident of $400,000. The Seller shall likewise require his
contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors
employees shall do any work upon the promises of others, the Seller shall fumish the Purchaser with a cortificate
that such compensation and insurance have been provided. Such certificates shall specify the date when such
compensation and insurance have been provided. Such certificates shall specify the date when such compensation
and insurance expire. The Seller agrees that such compensation and insurance 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 for any and all damage, loss or injury of any kind
or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in
this purchase order m in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any
or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages,
charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may
be put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his
contractors, m any of the Sellers or contractors officers, agents or employees. In case any suit or other
proceedings shall be brought against the Purchase, or its officers, agents or employees at any time on account or
by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or
their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and an
defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses,
any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers,
agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or
obtained against the property of the Purchaser, or said parties in or as a result of such suits or other proceedings,
the Seller will at once cause the same to be diswNed and discharged by giving bond or otherwise. The Seller and
his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of
accidents, comply with all laws and regulations with regard to safety including, but without limitation, the
Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto.
Revised 032010