Loading...
HomeMy WebLinkAbout110986 FORT COLLINS WINLECTRIC CO - PURCHASE ORDER - 9111826 (2)PURCHASE ORDER PO Number Page City Of` 9111826 t of s oll Ins This number must appear Flirt C ,�—,J`_' ` on all invoices, packing slips and labels. Date: 04/25/2011 Vendor: 110986 Ship To: UTILITY SERVICE CENTER - WA FORT COLLINS WINLECTRIC CO CITY OF FORT COLLINS 1616 RIVERSIDE DR P O BOX 271005 FORT COLLINS Colorado 80527-1005 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 04/01/2011 1 tBuyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 9015-5528 13 terminal meter socket 3863 50 EA 123.0000 6,150.00 METER SOCKET, 13 TERMINAL, RINGLESS WITH 2 PIECE LID AND TEST SWITCHES, WITH MULTI -SIZE KNOCKOUTS FOR 1" CONDUIT ON SIDES, BACK AND BOTTOM, AND WITH A TOP OPENING FOR CONNECTION OF A 1" WEATHERTIGHT CONNECTION (COVERED BY A WEATHERTIGHT PLATE), SOCKET TO BE CONSTRUCTED OF 16 GAUGE GALVANIZED STEEL OR BETTER, SOCKET TO BE WIRED FOR A 9S METER, WIRE TO BE COLOR CODED PER LIGHT & POWER SPECS., #12 COPPER, WITH 90 DEGREE C INSULATION OR BETTER, TEST SWITCHES TO HAVE INSULATING BARRIER BETWEEN EACH POTENTIAL SWITCH, POTENTIAL SWITCHES TO BE DEAD -BLADE WHEN OPENED, POTENTIAL SWITCHES TO BE ON THE LEFT NEUTRAL BAR (OR SWITCH) NEXT, AND THEN CURRENTS WITH THE RETURN FOR EACH CURRENT NEXT TO CURRENT SWITCH) ON THE RIGHT, COLOR CODING TO HAVE GREEN FOR ALL CURRENT RETURNS, NEUTRAL AND GROUND, POTENTIALS TO BE (L TO R) RED, WHITE STRIPE, BLACK, CURRENTS TO BE (L TO R) ORANGE, YELLOW, BLUE. TEST SWITCHES TO HAVE SCREW TERMINALS. MILBANK MFG, S7449-XL; Delivery: 2-3 weeks Per quote: 39441 * Note Would like to make sure that these meter sockets have a Test Switch with cover and a Barrel Lock Provision. If any questions please contact Chad Stanley @ (970) 221-6392 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill 11, 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 Fort of PURCHASE ORDER PO Number Page 9111826 2o13 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price Amended Part number and pricing per Chad and Milbank: #S7449-XL-WC-1 111 -BLG @ $204.75 each. 2 9015-5528 50 EA 81.7500 4,087.50 Pricing - updated requirement Total $10,237.50 C3. O✓l�:sQ� 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 Terfns and Conditions Page 3 of 3 I. COMMERCIAL DETAILS. Tax exemptions, By statute the City of Fort Collins is exempt form state and local taxes. Our Exemption Number is I L NONWAIV ER. 9R.0H502. Federal Excise Tax Exemption Certificate of Registry 94-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict Performance of the trues and conditions hereof, failure or delay to Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26. 114 (a), exercise any rights or remedies provided hcrcin on by Imo, failure to promptly notify the Scllcr in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods 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 Shull not be deemed a waiver of ony right Of the damage in transit, may be renamed to you for credit and are not to be replaced except upon receipt of wrinen pumbaser m insist ,No strict performance Into nfor any of its rights or remedies as a any such goods, regardless instructions form the City of Foe Collins, of when shipped, received or ecccptcd, as to any print or subsequent default heramdcr, nor shall any purported oral 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 Foe 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 pan of the City of Fort 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 home by the Purchase, Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns in the Purchoscr any and all claims it may now have or hercaficr Freight Teens. Shipments must be F.O.B., City of Fort Collins. 700 Wood St.. Fart Collins, CO 80522, unless acquired under federal or state antitrust Imes for such nscrcharges relating to the particular grads or services otherwise specified on this order. U pormission is given to prepay freight and charge wpamtdy, the original freight purchased Or acquired by the purchaser pursuant to this purchase order. hill 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 Ifthc Pamhascr directs the Seller to coned nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purcbnser and the Scllcr, and the Seller thereafter indicutcs its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be performed by the nest expeditions means available to it, and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers plc cost all necessary permits, certificates and licenses required by all applicable Imes, regulations. ordinances and m]es 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 harm less form and against all liability and Inns incurred by them by reason of an asserted or established violation of any such laws. regulations, ordinances, rules and nequire meat, Authorization. All parties to this contract agree that the representatives are. in fact, bona fide and possess full and complete authority to bind said panic. LIMITATION OF TERMS. This Purchase Order cxprcsaly limits acceptance to the terms and conditions stated hcrcin set forth and any supplementary or additional erns and conditions annexed hereto or incorporated hcrcin by reference. Any additional or different teams and conditions proposed by seller am objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe 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 prevision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages, However. the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence. such acts of God. acts ofcivil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days ofthe 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 ofthe delay. 3. WARRANTY. The Seller warrants that all goods. nnicles, 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 cam and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless form any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach ofwananty. The Seiler shall replace, repair or make good. without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the moms ofany applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unrcasnnably delayed). resulting form imperfect or defective work done or materials furnished by the Seller. Acceptance or use of good by the Purchaser shall Out constitute a waiver ofany claim under this wareanty. 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 warranties or guarantee, but such liability shall in no event include loss Of profits or loss of use. NO IMPLIED WARRANTY OR MERC14ANTABILFFY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS, The Purchaser may make changes to legal toots by written change order, S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the sardines originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time ofperfomtance hereunder. an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser may at any time by wrinen change Order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjnstmcnt between the parties as to any work or materials then in pmgress provided that the purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the good and/or work, for incidental or consequential damages, and that no such adju tmcat be made in favor of the Seller with respect to any goods which arc the Scllcrs standard stock. No such termination shall relieve the Purchaser or the Scllcr ofany of their obligations as to any cards delivered hereunder, 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or tcmdnation is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character arc hereby incorporated herein be this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages su Rcred by the Purchaser a a result of the Sellers failure to comply with such lase. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions reservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its connector, of any tier farm all liability and claims ofany nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees ofsuch piny. The Scllcrs cnntmcmal obligations, including warranty. shall not be rimmed to be reduced, in any way, because .such work is performed or caused to be performed by the Purchaser. 14. PATENTS, Whenever the Seller is required to use any design, device. material or process covered by letter, patent trademark or copyright the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost. expense Or damage which it may be obliged m pay by reason of such infringement it any time during the prnsemnion or after the completion of the work. In ease scud 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, tither procure for the Purchaser the right to continue using said equipment or parts replace the same with substantially equal but noninfringing equipment, or modify it it becomes anninfringing. 15ANSOLVENCY. If the Seller shall become insolvent or bnnknnpt make on assignment for the benefit of creditors, appoint a mmiver car trusme for any of the Scllcrs property or business, this order may forthwith be canceled by the purchaser without liability. 16. GOVERNING LAW. The definitions of toms used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the Imes of the State of Colorado, USA. The follm,mg Additional Conditions apply only in cases where the Seller is to perform stork hereunder, including the services of Scllcrs Representative(s), on the premises nfothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Selves own risk until the same is fully completed and accepted, and shall. in case of any accident, destruction or injury to the work and/or materials bcforc Scllcrs final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or erection by the Seller. the Seller shall receive. unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order, 19. INSURANCE. The Sellershall. at his we expense, provide for the payment of ssrrkers compensation, including occupational disease bencfns, to its employees employed can or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the lases 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 uummobile public liability insurance with hodily injury and death limits of car least S3ori for any one person. S500.000 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 ofthe Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have becm provided. Such certificates shall specify the date "hen such compensation and insurance have been provided. Such certificate shall specify the date when such compensation and insurance expires The Seiler agrees that such compensation and insurance .shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whalsoover to persons or property caused by or resulting form the exeeution of the work provided for in this purchase order or in connection herewith. The SCllcr will indemnify and held harMcss the Purchaser and any or all Of the Purchasers omcem, agents and cnplo)ces from and against any and all claims, losses, damages, charges or expenses, whether direct or indircel, and whether to persons or pmperty to which the Purchaser may be pun or subject by reason of any act, action, neglect emission or default on the pan of the Scllcr, any of ?its contractors, or any of the Scllcrs or contractors elficcs, agents or employees. In case any suit or other proceedings shift] be brought against the Purchaser or it of icen. agents or employees cat any time on account or by reason of any act, action, neglect. 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 thereof and to defend the same at the Sellers no n expense, to pay any and all costs, charges, attorneys fees and other expenses. any and all judgments that may be incured by or obtained against the Purchaser or any of its or their officers. agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said panics to or as a result ofsuch snits or ether proceedings. the Seller will at once cause the same to be die alwed and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including. but wilhnitt limitation, the Occupilional Safety and Health Act of 1970 and all m]es and regulations issued musunnt thereto. Revised 03/2010 PURCHASE ORDER PO Number Page City Of 9111826 1 of 2 `t Collins OI` l' ns This number must appear on all invoices, packing slips and labels. Date: 04/25/2011 Vendor: 110986 FORT COLLINS WINLECTRIC CO 1616 RIVERSIDE DR P O BOX 271005 FORT COLLINS Colorado 80527-1005 Ship To: UTILITY SERVICE CENTER - WA CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 04/01/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2 9015-5528 Pricing - updated requirement 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 Fart Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com 50 EA 81.7500 4,087.50 Total Invoice Address: 087.50 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terrns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fart Collins is exempt from state and local taxes. Our Exemption Number is 99-0,1502. Fedcml Excise Tax Exemption Certificate of Registry R4-6000587 is registered with the Collector of Internal Revenue, Denver. Colorado (Rcf. Colorado Revised Starnes 1973. Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications. either when shipped or due to defects of damage in transit, may be returned to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Fen Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict pnforntance of the terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to pmnhpily notify the Seller in the event of a hreach, the reccpmnce ofor payment for goods hereunder or approval nfthc design, shall not release the Seiler of any of the wammics or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon .strict performance hercofor any of its rights or remedies es to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported and modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereef. 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 Fort Collins. However. it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting front antienst ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore. for good cruse and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hcneffer Freight Terms. Shipments mast be F.O.B., City of Fort Collins. 700 Wood St., Fort Collins, CO 90522, unless ocqu i red anice federal or slate 'at iJmsJ Imes for such overcharges relating to the particular goods or scry ices otherwise speci tied on this order. If permission is given to prepay freight and charge separately, the onginal freight parchnscd or acqu heel by the Purchaser pursuanr to this purchase order. hill 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 If the Purchaser directs the Scllcr to carted nonconforming or defective goods by a date to be agreed upon by the expected from the nedrcst distribution point to destination, and excess freight will be deducted from 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 perfumed by the mast expeditions means available to it. and the Scllcr shall pry all cost,rssaciatcd .with such one Permits. Seiler shall Proxmire at sellers sale 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, at required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller barber agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by the. by reason of an asserted or established violation of any such laws, regulations. Ordinances, roles and requirements. Authorisation. All panics to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to b rid said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the toms and conditions stated herein set forth and any supplementary or additional tams and conditions annexed hercm or incorporated herein by reference Any additional or different toms and conditions proposed by seller arc objected to and hereby rejected. 2. DELIVERY, PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment la 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 prevision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies. the option of placing this order elsewhere and holding the Seller liable for damages. However. the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond it, reasonable control and without its fault ofnegligenee. such acts of God, acts ofcivil or military author ics, governmental priorities, fires, strikes, Bond, epidemics, wars or riots provided that notice of the conditions closing such delay is given to the Purchaser awithin 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, material and work covered by this order will conform with applicable drawings, specifications samples and/or other descriptions given. 'rill be fit for the purposes intended. and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless free, any loss. damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach of warnary The Scllcr shall ¢place. repair or make good, without cost to the purchaser. any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the term ofany applicable warranty provided by the Seiler fret 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 goods by the Purchaser shall not constitute a waiver nfany claim under this wamnty. Except as otherwise provided in this Purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach crony of the foregoing warranties or gnanntces, but such liability shall in no event include loss of profits or loss arose. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal term by written change arden S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms other than legal tems, including additions to or deletions feat ,he quantities originally ordered in the specifications or drawings. by verbal or written change order. If any such change affect, the amount due or the time of performance hercundcr, an equitable adjustment shall be made. S.-TERMINATIONS. The Pi rch ascr may at any time by'aitten change order, term i note this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment her.ecn the panics as to any 'red, 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 work, for incidental or consequential damages, and that no such adju,tmcm be made in favor of the Seller with respect to any goods which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller crafty of their obligations as to any goods delivered haeunda. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must he asscned 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 to which the goods arc subject. The Seller shall execute and deliver such documents as my 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 of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for a]I equipment, materix 1%, and items famished in performanee of this agreement free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims erothers. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fads of negligence of the party released and shall extnul In the dircclurs, efr,.n and employees ofsuch party. The Shccr's contractual obligations, including vamnrv, 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 proaeas 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 premed design, device, material or process in connection with the contract, and shall indemnify the Purchaser far any cost, expense err damage which it may be obliged to pry by reason of such infringement at any time during the prosecution or after the cnmpletinn of the work. In case said equipntetu, 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 parts, replace the same with substantially equal but noninfringing equipment or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall became insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers pmperry or business, this order may fonhavilh be canceled by the Purchaser without liability. Ib. GOVERNING LAW. The definitions of terms used or the intcmoartion of the agnerical and the rights oral parties hercundcr shall be consumed under and governed by the Imes of the State of Colorado. USA. The following Additional Conditions apply only in taxes where the Seller is to perform work hereunder. including the services of Scllcrs Representative(s), on the premises archers. 17. SELLERS RESPONSIBILITY. The Scllcr shall cam on said work at Seiler's own nsk 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 Scllres 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 insntlation or erection by flue Seller. the Seiler shall receive. unload, store and handle same m the site and become responsible thercfer as though such materials railer equipment were being Furnished by the Seller under the order. IR. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation. including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order. andlnr to their dependents in accordance with the Imes 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 m least S300.000 for any arc person, 5500.000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide lur ,such compensation and insurance. Before any of the Scllcrs or his contractors employees shall do any work area the rrcnhlscs of others, the Seller shall furnish the Purchaser with a ecoilicme that such compensalinn and insurance have been provided. Such certificates shall specify the dale when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seiler agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19, PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and nil damage, toss or injury crane kind or nature whatsoever to persons or property caused by or resulting from the execution oflhe work provided for in this purchase order or in connection hcrewiuh. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charge, or expenses, whaler direct or indirect, and whether to persons or property to which the Purchaser may he put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller. any of his Contractor, or any of the Sellers or contractors officers, agents or employees In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on eccounl or by reason of any act. action, neglect, 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 thereof and to defend the same of the Sellers own expense, in pay any and all costs, charges, attorneys fees and other expenses. any and all judgments that may be incnmd by or obtained against the Purchaser or any of its or their officers. agents of employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the perpcny of the Purchaser, or said panics in or as a result of such suits or other proecof ings, the Seller will at once cause the same In be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all gnnrds necessary for life prevention of accidents, comply with all laws and regulations with regard to safety including, but without liniamion, the Occupational Safety and Health Act of 1970 and ell mics and regulations issued pursuant thereto. Revised 03/2010