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HomeMy WebLinkAbout102507 CINTAS - PURCHASE ORDER - 9110111 (2)City of PURCHASE ORDER PO Number Page 9110111 tots Collins This number must appear ` on all invoices, packing `t. slips and labels. Date: 04/01/2011 Vendor: 102507 Ship To: TRANSFORT BUS FACILITY CINTAS CITY OF FORT COLLINS 523 10TH STREET 6570 PORTNER ROAD GREELEY Colorado 80632 CITY OF FORT COLLINS Colorado �p� Delivery Date: 01/04/2011 Buyer: ED BONNETTE Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered Price 1 BLANKET PO FOR 2011 UNIFORM RENTAL/LEASING 1 LOT LS PER P1978 UNIFORM RENTAL OR LEASING CONTRACT FOR CITY OF FORT COLLINS. Federal Requirements 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. 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 10,000.00 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 PO PURCHASE ORDER 9110111 Page C117/ Of9110111 2 of e Fort CThis number must appear / Fort CollinsJ on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)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 t J 0 r txc-x-'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 II, CPPO 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 PURCHASE ORDER PO Number Page City Of 9110111 s of s Collins This number must appear F^r} I �I\�,/`' ` ` on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 5. TERMINATION Termination for Convenience - The City of Fort Collins (City) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. 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 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. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page CI�/ Of0111 4 °f 6 `t Collins( \� This number must appear ` on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price (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 7.6 %. A separate contract goal has not been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph ( see 49 CFR 26.13(b)). The successful offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. 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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page City O'f///��� 9110111 s of s F^r} Collins ns This number must appear / I!`'`�J`' ` ` on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO 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 Invoice Address: City of Fort Collins $10,000.00 Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terrns and Conditions Page 6 of 6 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local txxes.0ur Exempt inn Number is 99-61502. Federal Excise Tax Exemption Ccnifcam of Registry 84-6000587 is registered with the Collector of Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). Creeds Rejected. GOODS REJECTED due to failure to meet specifications, tither when shipped or due to defects of damage in transit, may be resumed to you for credit and arc not to be replaced except upon receipt of written instructions fmm the City of Fort Collins. Inspection, GOODS are subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser in insist upon strict performance of the torts and conditions hereof. failure or dclny to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of n breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of any of the warm mic., or obligations of this purchase enter and shall rim be deemed a waiver ofany 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 subsequeal default hereunder, not shall any Purpotled oral modification no rescission of this purchase order by the Purchnscr operate as a waiver of any of the terms 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 pan of the City of Fen Collins. However, it is to be understood that FINAL Seller and the Purchaser 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 enter, 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_ Fred Collins CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods Oo services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or ncquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Addiliarul charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance Where manufacturers have distributing point% in various parts of the country, nonconforming shipment is If the Purchaser directs the Seller to correct nonconfoing or defective goods by a date to be agreed upon by the expected fmm the nearest distribution point to destination, and excess freight will be deducted from invoice when Purchaser and the Scllcr, and the Seller thcm.ncr indicates its inability or nnwillingnec to comply, the Purchaser shipments arc made From greater distance. may cause the work to be performed by the most expeditious means available to it, and the Sol or 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 Fun Collins hamdcM from and against all liability and Inns incurred by them by reason of an asserted or established violation of any such laws, regulations ordinances, mles and requircmcuts. Authorization. All parties to this contract agree that the mpresentatives are, in fact, bona fide and possess full and complete authority to bind said panics. 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 hdeto or incorporated herein by ectomme. Any additional or different tams and conditions proposed by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou 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 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 are beyond its reasonable control and without its fault efnegligenee. such acts of GmL acts ofcivil or military authorities, govemmcntal priorities. fires, strikes. Bond, 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 daenptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standard for work of a similar nature. The Seller agrees to hold the purchaser harmless farm any loss, damage or expense which the Purchaser may suffer m 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 he prescribed by law or by the terns ofany 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 or defective work done or materials famished by the Seller. Acceptance or use of good by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sailors liability hereunder shall extend to all damages proximately caused by the branch ofany of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits or loss of usc. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchncr may make changes to legal terms by written change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terns, including additions to or dddirne from the quantities originally ordered in the sPccifieations or dmwings, by verbal or mouton change order. If any such change affMs the amount due or the time ofPerfornance 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 good and/or murk, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to tiny goad which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller ofany of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is ordered. S. 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 m which the goods arc 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, many monies due or to become due hereunder without the prior written consent of the other parry. 10. TITLE. The Seller variants 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, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier fmm all liability and claims ofany nature resulting from the performance ofmch work. This release shall apply even in the event of Point of negligence of the party released and shall extend to the directors, ofiecis and employees ofsuch party. The Seller., 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 lencr. patent, trademark or cop)Tighl, 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 pmcets in connection with the contact, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason crumb infringement at any time during the prosecution or after the completion of the work. In cam said equipment, or any pan thereof or the intended use of the goods, is in such suit held in constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, of 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 mndify 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 b lsincM, this order may forthwith be canceled by the Purchaser without liability. 16, GOVERNING LAW. The definitions nftcmn used or the interpretation ofthe agreement and the rights afall parties hereunder shall be constmcd under and governed by the laws ofthe State of Colomdo. USA. The following Additional Conditions apply only in cases where the Seller is to perfomm work hereunder, including the services of'Scllcis Repo scatative(s), on the premises ofethcrs. 17. SELLERS RESPONSIBILITY. The Seller shall carry on Said work at Seller's own risk until the c%me is fully completed and accepted, and shall. in case of any accident, destruction or injury to the work and/or matcrinls before Seller's final completion and acceptance, complete the work at Scllcrs own cxpcnsc and to the satisfi etion of the Purchnscr. 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/or equipment were being furnished by the Seller under the order. IS, INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including emanational 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 Imes of the store 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 m least S300.000 for any one permn. $500.000 for any one accident and property damage limit per accident of S400.000, 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 In any .work ,No the premises of ethers, the Seller shall famish the Purchaser with a cenificmc 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 dam when such contpensatimt and insurance expires. The Scller 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 responsibilityand liability for any and all damage. loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided (r in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers offerers, 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 crony act. action, neglect, omission or default on the pan of the Scller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In ease 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 net, action, ncglecl, emission 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 thcroof and to defend the same al the Sellers own expense, to pay any and all costs, charges, attomcys 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 lion be placed upon or obtained against the property of the Purchaser, or said panics 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 band or otherwise. The Scllcr and his contractors shall take all safety precautions, famish and install nil 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 mles and regulations issued pursuant thereto. Revised 03/2010 c'of F6rtCollins Date: 04/01/2011 Vendor: 102507 CINTAS 523 10TH STREET GREELEY Colorado 80632 PURCHASE ORDER PO Number I Page 9110111 1 of This number must appear on all invoices, packing slips and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 PORTNER ROAD CITY OF FORT COLLINS Colorado Delivery Date: 01/04/2011 Buyer: ED BONNETTE Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered Price 1 BLANKET PO FOR 2011 UNIFORM RENTAL/LEASING 1 LOT LS 10,000.00 PER P1978 UNIFORM RENTAL OR LEASING CONTRACT FOR CITY OF FORT COLLINS. Federal Requirements 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. 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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone: 970-221-6775 Fax:970-221-6707 Email: purchasing@fcgov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO I City of PURCHASE ORDER 9110111r Page 2of6 Fort Collins This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)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 City of Fort Collins Director of Purchasing and Risk Management This order Is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO I City of PURCHASE ORDER 9110111r Page Collins3of6 F6rt V �This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 5. TERMINATION Termination for Convenience - The City of Fort Collins (City) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. 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 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. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone: 970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO I City of PURCHASE ORDER 9110111r Page 4of6 Fort Collins This number must appear "" on all invoices, packing / 1Z. slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price (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 7.6 %. A separate contract goal has not been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph ( see 49 CFR 26.13(b)). The successful offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. 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 C3. �✓1,�:�siQ.s� City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page CityOf 9110111 5 of 6 F6rt Collins This number must appear /►, on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO 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 Invoice Address: 10,000.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 6 of 6 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt front state and local taxes. Our Exemption Number is I I- NONWAIVER. 95-04502. Federal Excise Tax Exemption Certificate of Registry 54-6000587 is registacd with the Collector of Failure of The Purchaser to insist upon strict performance of the terms and conditions hereof, failurc or delay to Internal Revenue, Denver, Colomdo (Rcf. Colorado Revised Statutes 1973, Chapter 39-26. 114 (a). exercise any rights or rcmcdics provided herein or by law. failure to promptly notify the Seller in the event of e breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Scllcr of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the wamntics or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be retuned to you for credit and arc not to be replaced except upon receipt of written Purchaser to insist upon strict perfommnce hereof or any of its rights or rcmcdics as to any such goods, regardless instructions from the City of Fort Collins. 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 tents Inspection. GOODS are 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 authorized payment on the part of the City of Fort Collins. However, it is to be underslood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Tents. 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 front 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 slate, municipality, territory or political subdivision where the work is perforated, or required by any other duty constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless front 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 panics to this contract agree that the representatives arc, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the temms 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 you promised delivery date as noted. Time is of The essence. Delivery and perfommnee 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 rcmcdics. The option of placing this order elsewhere and holding the Seller liable for damages. Flourover, 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, acts of civil or military authorities, governmental priorities, fires, strikes, flood. epidemics, wars or riols 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 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 competence in accordance wish 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 cast to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by low 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 crony 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 warranlics or guarantees, but such liability shalt 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 effects the amount due or the time of perfomnancc 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 wilh respect to any goods which are the Scllcrs 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 front the date the change or termination is ordered. S. 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 arc 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 arc 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 nfthc Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies clue 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 cquipmcnt 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. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice. overcharges resulting from anlilrusl 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 herea0er 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 umvillingncm 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 perfo mince of such work. This release shall apply even in the event of fault of negligence of the party rcicaacd and shall extend to the directors, of)ecm and employees of such party. The Setters contractual obligations, including warranty, shall nor 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 hamlem 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 cast, 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 cquipmcnt, or any part thcrcof or the intended use of the goods, is in such suit held to constitute infringement and the use of said cquipmcnt or pan is enjoined, the Seller shall, at its own expense and of its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing cquipmcnt, 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 term 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 Reprcsenlative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Scllcrs own risk until the same is fully eonmpleted and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work of Scllcrs own expense and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or erection by the Seller, the Sellershall 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. Ia. INSURANCE. The Seller shall, of 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 of least 5300,000 for any one person, 5500,000 for any one accident and property damage limit per accident of 5400,0(l0. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Scllcrs 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 he 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, doss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution of ilc work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless One 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, neglecl, omission or default on the pan of the Seller, any of his contractors, or aiy of the Sellers or contractors omccrs, agents or employees. In case any still or other proceedings shall be bmught against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act action, neglec6 omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid. One Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all casts, 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 licit be placed upon or oblaincd 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 safely precautions, furnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to "(cry including, but without limitation, the Occupational Safety and Health Act of 1970 and all odes and regulations issued pursuant thereto. Revised 03/2010