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HomeMy WebLinkAbout484433 STRATEGIC INNOVATION ASSOCIATES LLC - PURCHASE ORDER - 911182011182 PURCHASE ORDER PO 9er Page City Of 111820 t of 2 `t Collins This number must appear V l on all invoices, packing slips and labels. Date: 03/31/2011 Vendor: 484433 STRATEGIC INNOVATION ASSOCIATES LLC 17931 W 77TH DR ARVADA Colorado 80007 Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 03/31/2011 Buyer: DAVID CAREY Note: Line Description Quantity UOM Unit Price Extended Ordered Price Leadership Challenge Workshop 1 LOT LS 3,634.45 Emerging Leadership Program Three(3)day Workshop. Per Proposal dated March 14, 2011 Total $3,634.45 t J � %lfLc-SZ'C, Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, CPPO City of Fort Collins City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 11182 PURCHASE ORDER PO 9er Page City Of 111820 t of 2 `t Collins This number must appear V l on all invoices, packing slips and labels. Date: 03/31/2011 Vendor: 484433 STRATEGIC INNOVATION ASSOCIATES LLC 17931 W 77TH DR ARVADA Colorado 80007 Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 03/31/2011 Buyer: DAVID CAREY Note: Line Description Quantity UOM Unit Price Extended Ordered Price Leadership Challenge Workshop 1 LOT LS 3,634.45 Emerging Leadership Program Three(3)day Workshop. Per Proposal dated March 14, 2011 Total $3,634.45 t J � %lfLc-SZ'C, Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, CPPO City of Fort Collins City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terris and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes.Our Exemption Number is 11. NONWAIVER. 99-04502. Federal Excise Tax Exemption Certificate of Registry 94-40005R7 is registered with the Collector of Failure of the Purchaser to insist ,pan strict performance of the terms and conditions hereof failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statures 1973. Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the evem of a breach, the aeecptanw ofor payment for goods hereunder or approval of the design, shall not release the Seller of Goads Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of anv right of the damage in transit, may be mounted to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hcreafor any of its rights or remedies as to any such goads, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hermmder. nor shall any purported aml modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to be understand that FINAL Seller and the Purchamr recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection Procedures. violations arc 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 Freight Terms. Shipments must be F.O.B., City of Fort Collins. 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country. shipment is Iffle Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the unrest distribution point to destruction. and excess freight will be deducted fmm Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. 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. 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 fmm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations ordinances. mles and requirements. Authorization. All parties to this contract agree that the representatives arc, 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 or 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 arc objected In 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 panial late deliveries, shall operate as a waiver of this provision. In the event ofany 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 arc beyond its reasonable control and without its fault of negligence, such acts of God act, ofcivil or military authorities, governmental priorities, fires, strikes, Food, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within rive (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall he extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, 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 comprm ce 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 gate, without cost to the purchase, any defects or Cults arising within one (I) or or within such longer period of time as may be prescribed by law or by the tcma ofany applicable warranty provided by the Seller a0cr the date of acceptance of the goods finished 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 ofany 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 ofany of the foregoing waranties 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 turns. including additions to or deletions from the quantities originally ordered in the specifications or dri vingx, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall he made. fi. 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 panics 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 galls 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 mrmiantion 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 most be asserted within thin, (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all gads 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 shill 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 arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm all costs and damages suffered by the Purchaser as a result of the Scllers failure to comply with such Irv. 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 warants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservation, security interest encumbrances and claims of others. The Seiler shall release the Purchaser and its contractors of any tier fmm all liability and claims of any nature resulting From the performance ofsuch work. This release shall apple even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees ofsuch parry. The Sellers contractual obligations. including waran y. shall not be deemed to be reduced, in any way, because such work is perforated or caused to be perforated 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, cspense err damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall. at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, 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, nppoim a receiver or trustee for any of the Sellers property or business. this order may forthwith be canceled by the Purchaser without liability. I6, GOVERNING LAW. The dermitions oftcrs used or the interpretation of the agreement and the rights ofall panics hereunder shall be construed under and governed by the Imes ofthc State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Scllers Reprcsentative(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall tarty on said work at Seller's own risk until the same is fully completed and accepted, and shall, in ease of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc famished 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/err equipment were being furnished by the Scllcr under the order. I R. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefns, 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 lama of the state in which the work is in be done. The Seller shall also carry comprehensive general liability including, but not limited In, contractual and automobile public liability insurance with bodily injury and death limits of at least S300.001) for any one person. S500,000 for any one accident and property damage limit per accident of S400,000. The Scllcr 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 Finnish the Purchaser with a certifrre that such compensation and insurance have been pmvided. Such certificates shall specify the date when such cormco anion 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 shill be maintained until nOcr 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 ofany kind or nature whatsoever to persons or property caused by or resulting fmm 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 oReers, agents and employees From and against any and all claims, losses, damages, eharmes or expenses, whether direct or indirect, and whether to persons or property to which the Nehnser may he put or subject by reason of any act, action, neglect omission or default on the pan of the Seller. any of his contractors, or any of the Sellers or contractors officers, agents or employees In case any snit or other pmcccdings 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 no expense, to pay any and all costs. charges, attorneys fees and other expenses, any and all judgments that may he 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 licit be placed upon or obtained against the property of the Purchaser, or said panics in or as a result of soh suits or other proceedings. the Seller will at race 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 roles and regulations issued parsnant thereto. Revised 0312010 Purchase Order Terris and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes.Our Exemption Number is 11. NONWAIVER. 99-04502. Federal Excise Tax Exemption Certificate of Registry 94-40005R7 is registered with the Collector of Failure of the Purchaser to insist ,pan strict performance of the terms and conditions hereof failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statures 1973. Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the evem of a breach, the aeecptanw ofor payment for goods hereunder or approval of the design, shall not release the Seller of Goads Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of anv right of the damage in transit, may be mounted to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hcreafor any of its rights or remedies as to any such goads, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hermmder. nor shall any purported aml modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to be understand that FINAL Seller and the Purchamr recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection Procedures. violations arc 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 Freight Terms. Shipments must be F.O.B., City of Fort Collins. 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country. shipment is Iffle Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the unrest distribution point to destruction. and excess freight will be deducted fmm Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. 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. 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 fmm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations ordinances. mles and requirements. Authorization. All parties to this contract agree that the representatives arc, 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 or 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 arc objected In 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 panial late deliveries, shall operate as a waiver of this provision. In the event ofany 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 arc beyond its reasonable control and without its fault of negligence, such acts of God act, ofcivil or military authorities, governmental priorities, fires, strikes, Food, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within rive (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall he extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, 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 comprm ce 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 gate, without cost to the purchase, any defects or Cults arising within one (I) or or within such longer period of time as may be prescribed by law or by the tcma ofany applicable warranty provided by the Seller a0cr the date of acceptance of the goods finished 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 ofany 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 ofany of the foregoing waranties 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 turns. including additions to or deletions from the quantities originally ordered in the specifications or dri vingx, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall he made. fi. 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 panics 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 galls 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 mrmiantion 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 most be asserted within thin, (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all gads 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 shill 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 arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm all costs and damages suffered by the Purchaser as a result of the Scllers failure to comply with such Irv. 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 warants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservation, security interest encumbrances and claims of others. The Seiler shall release the Purchaser and its contractors of any tier fmm all liability and claims of any nature resulting From the performance ofsuch work. This release shall apple even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees ofsuch parry. The Sellers contractual obligations. including waran y. shall not be deemed to be reduced, in any way, because such work is perforated or caused to be perforated 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, cspense err damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall. at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, 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, nppoim a receiver or trustee for any of the Sellers property or business. this order may forthwith be canceled by the Purchaser without liability. I6, GOVERNING LAW. The dermitions oftcrs used or the interpretation of the agreement and the rights ofall panics hereunder shall be construed under and governed by the Imes ofthc State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Scllers Reprcsentative(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall tarty on said work at Seller's own risk until the same is fully completed and accepted, and shall, in ease of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc famished 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/err equipment were being furnished by the Scllcr under the order. I R. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefns, 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 lama of the state in which the work is in be done. The Seller shall also carry comprehensive general liability including, but not limited In, contractual and automobile public liability insurance with bodily injury and death limits of at least S300.001) for any one person. S500,000 for any one accident and property damage limit per accident of S400,000. The Scllcr 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 Finnish the Purchaser with a certifrre that such compensation and insurance have been pmvided. Such certificates shall specify the date when such cormco anion 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 shill be maintained until nOcr 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 ofany kind or nature whatsoever to persons or property caused by or resulting fmm 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 oReers, agents and employees From and against any and all claims, losses, damages, eharmes or expenses, whether direct or indirect, and whether to persons or property to which the Nehnser may he put or subject by reason of any act, action, neglect omission or default on the pan of the Seller. any of his contractors, or any of the Sellers or contractors officers, agents or employees In case any snit or other pmcccdings 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 no expense, to pay any and all costs. charges, attorneys fees and other expenses, any and all judgments that may he 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 licit be placed upon or obtained against the property of the Purchaser, or said panics in or as a result of soh suits or other proceedings. the Seller will at race 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 roles and regulations issued parsnant thereto. Revised 0312010