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HomeMy WebLinkAbout173497 SPRADLEY BARR FORD LINCOLN OF GREELEY - PURCHASE ORDER - 9191017PURCHASE ORDER PO Number Page 9191017 1 of 7 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Date: 06/07/2019 Vendor : 173497 Ship To: TRANSFORT FEDERALLY FUND SPRADLEY BARR FORD LINCOLN OF GREELEY CITY OF FORT COLLINS 4901 29TH ST 6570 PORTNER ROAD GREELEY CO 80634 FORT COLLINS CO 80525 Req #: 00063075 Delivery Date: 06/07/2019 Buyer: DOUG CLAPP Note: Line Description Quantity Ordered UOM Unit Price Extended Price 1 2 Supervisor Vans 1 LOT LS 30,906.00 Grant Portion 290900041.565040 92902019 2 2 Supervisor Vans 1 LOT LS 16,711.00 Local Funds 290900041.565040 92902019 quotes per John W. - dated 5/24/19 van 1 - 2019 Ford Transit Connect Passenger van - $23,685.00 van 2 - 2019 Ford Transit Connect Passenger van - $23,932.00 Dept: Transfort Deliver vehicles and title documents to: Fleet Services Shop 835 Wood St. Fort Collins, CO 80521 In addition to the City of Fort Collins Standard PurchaseOrder Terms and Conditions, the following Federal clauses apply to this purchaseorder. NO FEDERAL GOVERNMENT OBLIGATION TO THIRDPARTIES (1) The Purchaser and Contractor acknowledge and agree that, notwithstandingany concurrence by the Federal Government in or approval of the solicitation oraward of the underlying contract, absent the express written consent by theFederal Government, the Federal Government is not a party to this contract andshall 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. PURCHASE ORDER PO Number Page 9191017 2 of 7 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price (2) The Contractor agrees to includethe above clause in each subcontract financed in whole or in part with Federalassistance provided by FTA. It isfurther agreed that the clause shall not be modified, except to identify thesubcontractor who will be subject to its provisions. PROGRAMFRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges thatthe provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31U.S.C. § 3801 et seq. and U.S. DOT regulations, "ProgramFraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertainingto this Project. Upon execution of theunderlying contract, the Contractor certifies or affirms the truthfulness andaccuracy of any statement it has made, it makes, it may make, or causes to bemade, pertaining to the underlying contract or the FTA assisted project forwhich this contract work is being performed. In addition to other penalties that may be applicable, the Contractorfurther acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, theFederal Government reserves the right to impose the penalties of the ProgramFraud Civil Remedies Act of 1986 on the Contractor to the extent the FederalGovernment deems appropriate. (2) The Contractor also acknowledgesthat if it makes, or causes to be made, a false, fictitious, or fraudulentclaim, statement, submission, or certification to the Federal Government undera contract connected with a project that is financed in whole or in part withFederal 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 FederalGovernment deems appropriate. (3) The Contractor agrees to includethe above two clauses in each subcontract financed in whole or in part withFederal assistance provided by FTA. Itis further agreed that the clauses shall not be modified, except to identifythe subcontractor who will be subject to the provisions. ACCESSTO RECORDS AND REPORTS Access to Records - Thefollowing access to records requirements apply to this Contract: Where the Purchaser is not a State buta local government and is the FTA Recipient or a subgrantee of the FTARecipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees toprovide the Purchaser, the FTA Administrator, the Comptroller General of theUnited States or any of their authorized representatives access to any books,documents, papers and records of the Contractor which are directly pertinent tothis contract for the purposes of making audits, examinations, excerpts andtranscriptions. Contractor also agrees,pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorizedrepresentatives including any PMO Contractor access to Contractor's records andconstruction sites pertaining to a major capital project, defined at 49 U.S.C.5302(a)1, which is receiving federal financial assistance through the programsdescribed at 49 U.S.C. 5307, 5309 or 5311. The Contractor agrees to permit any ofthe foregoing parties to reproduce by any means whatsoever or to copy excerptsand transcriptions as reasonably needed. The Contractor agrees to maintain allbooks, records, accounts and reports required under this contract for a periodof not less than three years after the date of termination or expiration ofthis contract, except in the event of litigation or settlement of claimsarising from the performance of this contract, in which case Contractor agreesto maintain same until the Purchaser, the FTA Administrator, the ComptrollerGeneral, or any of their duly authorized representatives, have disposed of allsuch litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). FTA does not require the inclusion ofthese requirements in subcontracts. PURCHASE ORDER PO Number Page 9191017 3 of 7 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price FEDERALCHANGES Contractor shall at all times complywith all applicable FTA regulations, policies, procedures and directives,including without limitation those listed directly or by reference in theMaster Agreement between Purchaser and FTA, as they may be amended orpromulgated from time to time during the term of this contract. Contractor'sfailure to so comply shall constitute a material breach of this contract. TERMINATION a. Termination for Convenience The Citymay terminate this contract, in whole or in part, at any time by written noticeto 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 timeof termination. The Contractor shallpromptly submit its termination claim to the City to be paid theContractor. If the Contractor has anyproperty in its possession belonging to the City, the Contractor will accountfor the same, and dispose of it in the manner the City directs. b. Termination for Default If the Contractor does not deliver supplies in accordancewith the contract delivery schedule, or, if the contract is for services, theContractor fails to perform in the manner called for in the contract, or if theContractor fails to comply with any other provisions of the contract, the Citymay terminate this contract for default. Termination shall be effected by serving a notice of termination on thecontractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contractprice for supplies delivered and accepted, or services performed in accordancewith the manner of performance set forth in the contract. If it is later determined by the Citythat the Contractor had an excusable reason for not performing, such as astrike, fire, or flood, events which are not the fault of or are beyond thecontrol of the Contractor, the City, after setting up a new delivery ofperformance schedule, may allow the Contractor to continue work, or treat thetermination as a termination for convenience. c. Opportunity to Cure The City in its solediscretion may, in the case of a termination for breach or default, allow theContractor 30 days in which to cure the defect. In such case, the notice of termination will state the time period inwhich cure is permitted and other appropriate conditions If Contractor fails to remedy to TheCity's satisfaction the breach or default of any of the terms, covenants, orconditions of this Contract within [ten (10) days] after receipt by Contractorof written notice from the City setting forth the nature of said breach ordefault, the City shall have the right to terminate the Contract without anyfurther obligation to Contractor. Anysuch termination for default shall not in any way operate to preclude the Cityfrom also pursuing all available remedies against Contractor and its suretiesfor said breach or default. d. Waiver of Remedies for any Breach Inthe event that the City elects to waive its remedies for any breach byContractor of any covenant, term or condition of this Contract, such waiver bythe City shall not limit the City's remedies for any succeeding breach of thator of any other term, covenant, or condition of this Contract. CIVIL RIGHTS REQUIREMENTS Civil Rights - Thefollowing requirements apply to the underlying contract: (1) Nondiscrimination - Inaccordance 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 thatit will not discriminate PURCHASE ORDER PO Number Page 9191017 4 of 7 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price against any employee or applicant for employmentbecause of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to complywith applicable Federal implementing regulations and other implementingrequirements FTA may issue. (2) Equal Employment Opportunity- The following equal employment opportunity requirements apply to theunderlying contract: (a) Race,Color, Creed, National Origin, Sex - In accordance with Title VII of theCivil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49U.S.C. § 5332, the Contractor agrees to comply with all applicable equalemployment opportunity requirements of U.S. Department of Labor (U.S. DOL)regulations, "Office of Federal Contract Compliance Programs, EqualEmployment Opportunity, Department of Labor," 41 C.F.R. Parts 60 etseq., (which implement Executive Order No. 11246, "Equal EmploymentOpportunity," as amended by Executive Order No. 11375, "AmendingExecutive 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 constructionactivities undertaken in the course of the Project. The Contractor agrees to take affirmativeaction to ensure that applicants are employed, and that employees are treatedduring 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 ortransfer, recruitment or recruitment advertising, layoff or termination; ratesof pay or other forms of compensation; and selection for training, includingapprenticeship. In addition, theContractor agrees to comply with any implementing requirements FTA may issue. (b) Age- In accordance with section 4 of the Age Discrimination in Employment Act of1967, 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 andprospective employees for reason of age. In addition, the Contractor agrees to comply with any implementingrequirements FTA may issue. (c) Disabilities- In accordance with section 102 of the Americans with Disabilities Act, asamended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with therequirements of U.S. Equal Employment Opportunity Commission, "Regulationsto Implement the Equal Employment Provisions of the Americans with DisabilitiesAct," 29 C.F.R. Part 1630, pertaining to employment of persons withdisabilities. In addition, theContractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees toinclude these requirements in each subcontract financed in whole or in partwith Federal assistance provided by FTA, modified only if necessary to identifythe affected parties. DISADVANTAGEDBUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirementsof Title 49, Code of Federal Regulations, Part 26, Participation byDisadvantaged Business Enterprises in Department of Transportation FinancialAssistance Programs. The national goal for participation ofDisadvantaged Business Enterprises (DBE) is 10%. The agency's overallgoal for DBE participation is 9.9 %. A separate contract goal [has not] beenestablished for this procurement. b. The contractor shall not discriminate on thebasis of race, color, national origin, or sex in the performance of thiscontract. The contractor shall carry out applicable requirements of 49CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breachof this contract, which may result in the termination of this contract or suchother remedy as City of Fort Collins deemsappropriate. Each subcontract the contractor signs with a subcontractormust include the assurance in this PURCHASE ORDER PO Number Page 9191017 5 of 7 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price The successful bidder/offeror will berequired to report its DBE participation obtained through race-neutral meansthroughout the period of performance. c. The contractor is required to pay its subcontractors performing workrelated to this contract for satisfactory performance of that work no laterthan 30 days after the contractor's receipt of payment for that work from the City of Fort Collins. Inaddition, Contractor is required toreturn any retainage payments to those subcontractors within 30 days afterincremental acceptance of the subcontractor's work by the City of Fort Collinsand contractor's receipt of the partial retainage payment related to the subcontractor'swork. d. The contractor must promptly notify Cityof Fort Collins whenever a DBEsubcontractor performing work related to this contract is terminated or failsto complete its work, and must make good faith efforts to engage another DBEsubcontractor to perform at least the same amount of work. The contractor may not terminate any DBEsubcontractor and perform that work through its own forces or those of anaffiliate without prior written consent of Cityof Fort Collins. INCORPORATIONOF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS Thepreceding provisions include, in part, certain Standard Terms and Conditionsrequired by DOT, whether or not expressly set forth in the preceding contractprovisions. All contractual provisionsrequired by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporatedby reference. Anything to the contraryherein notwithstanding, all FTA mandated terms shall be deemed to control inthe 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 Collinsrequests which would cause the City of Fort Collins to be in violation of theFTA terms and conditions. GOVERNMENT-WIDEDEBARMENT AND SUSPENSION (NONPROCUREMENT) This contract is a covered transactionfor purposes of 49 CFR Part 29. As such,the contractor is required to verify that none of the contractor, itsprincipals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR29.905, are excluded or disqualified as defined at 49 CFR 29.940 and29.945. The contractor is required to complywith 49 CFR 29, Subpart C and must include the requirement to comply with 49CFR 29, Subpart C in any lower tier covered transaction it enters into. By accepting this purchase order, thevendor or contractor certifies as follows: The certification in this clause is amaterial representation of fact relied upon by the City of Fort Collins. If it is later determined that the bidder orproposer knowingly rendered an erroneous certification, in addition to remediesavailable to the City of Fort Collins, the Federal Government may pursueavailable remedies, including but not limited to suspension and/ordebarment. The bidder or proposer agreesto comply with the requirements of 49 CFR 29, Subpart C while this offer isvalid and throughout the period of any contract that may arise from thisoffer. The bidder or proposer furtheragrees to include a provision requiring such compliance in its lower tiercovered transactions. ENERGYCONSERVATION REQUIREMENTS Energy Conservation - Thecontractor agrees to comply with mandatory standards and policies relating toenergy efficiency which are contained in the state energy conservation planissued in compliance with the Energy Policy and Conservation Act. ADAAccess PURCHASE ORDER PO Number Page 9191017 6 of 7 This number must appear on all invoices, packing slips and labels. Pay terms net 30 days Please note that our invoice mailing address has changed. City of Fort Collins Director of Purchasing This order is not valid over $5000 unless signed by Gerry Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Invoice Address: City of Fort Collins Accounting Department PO Box 2047 Fort Collins, CO 80522-0580 invoices@fcgov.com Line Description Quantity Ordered UOM Unit Price Extended Price Accessibility. Facilities to be used inpublic 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 withDisabilities (ADA) Accessibility Specifications for Transportation Vehicles,"36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference theATBCB's "Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revisedJuly 2004, which include accessibility guidelines for buildings and facilities,and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specificprovisions to Appendix A modifying the ADAAG, with the result that buildingsand facilities must comply with both the ADAAG and amendments thereto inAppendix A to 49 CFR Part 37. Total $47,617.00 Purchase Order Terms and Conditions 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 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 to you for credit and are not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terms. 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 distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses 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 are, 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 terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance must 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 of placing 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 of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) 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 any 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 purchaser, any defects or faults arising within one (1) year or within such longer period of time 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 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 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 or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects 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 as to any 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 the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which 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 furnished 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 effect or 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 to 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 furnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. Page 7 of 7 11. 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 this 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 actual economic practice, overcharges resulting from antitrust violations are in fact borne 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 or state antitrust laws for such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. 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 to 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 party released and shall extend to the directors, officers and employees of such party. 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 or 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 reason of the use of such patented design, device, material or process 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 or the intended use of the goods, is in such suit held to constitute 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 noninfringing. 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 construed 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 Seller's 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 Seller's 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 become responsible therefor as 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 this 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 premises of others, the Seller shall furnish the Purchaser with a certificate 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 expires. 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 or 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 part of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, 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 to 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 dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish 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 03/2010 paragraph (see 49 CFR 26.13(b)).