HomeMy WebLinkAbout160325 CITY OF LOVELAND - TRANSIT - PURCHASE ORDER - 9113434PURCHASE
ORDER PO Number Page
City. Of
9113434 ' of 7
OlI n �+�7
Collins
This number must appear
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on all invoices, packing
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slips and labels.
Date: 06/1312011
Vendor: 160325 Ship
To: TRANSFORT BUS FACILITY
CITY OF LOVELAND
CITY OF FORT COLLINS
DEPARTMENT OF PUBLIC WORKS -TRANSIT
6570 PORTNER ROAD
410 E 5th ST
CITY OF FORT COLLINS Colorado
LOVELAND Colorado 80537-5641
Delivery Date: 06/13/2011 Buyer: DAVID CAREY
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
Farebox Revenue Reimbursement 1 LOT LS
to C.O.L.T. (May 2011)
Per City of Loveland Transit (C.O.L.T)Invoice# 20110603
dated June 3, 2011.
EPLS search completed.
3,862.92
The following Federal Transit Administration (FTA) Contract Clauses apply, details attached:
1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS
3. ACCESS TO RECORDS AND REPORTS
4. FEDERAL CHANGES
5. TERMINATION
6. CIVIL RIGHTS REQUIREMENTS
7. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT)
Federally Required Contract Clauses for Purchases where only a Purchase Order is used as the contracting
mechanism.
1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
No Obligation by the Federal Government.
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal
Government in or approval of the solicitation or award of the underlying contract, absent the express written
consent by the Federal Government, the Federal Government is not a party to this contract and shall not be
subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to
that contract) pertaining to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with
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
Fort Collins
PURCHASE ORDER
PO Number Page
9113434 z of 7
This number must appear
on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify
the subcontractor who will be subject to its provisions.
2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS
Program Fraud and False or Fraudulent Statements or Related Acts.
(1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as
amended, 31 U.S.C. § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R.
Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor
certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes
to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being
performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it
makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the
Federal Government reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.
(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.
U
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by James B. O'Neill ll, 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
C117/ of PURCHASE
9113434 3 of 7
,Flirt COI I I ns This number must appear
�—,J`-' ` " on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
Reference 49 CFR 18.39(i)(11).
D. FTA does not require the inclusion of these requirements in subcontracts.
4. FEDERAL CHANGES
Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the Master Agreement between
Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract.
Contractor's failure to so comply shall constitute a material breach of this contract.
5. TERMINATION
a. Termination for Convenience (General Provision) The 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. If the Contractor has any property in its possession belonging to the City, the Contractor
will account for the same, and dispose of it in the manner the City directs.
b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in
accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in
the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract,
the City may terminate this contract for default. Termination shall be effected by serving a notice of termination
on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid
the contract price for supplies delivered and accepted, or services performed in accordance with the manner of
performance set forth in the contract.
If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a
strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, after
setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the
termination as a termination for convenience.
c. Opportunity to Cure (General Provision) The City in its sole discretion may, in the case of a termination for
breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such
case, the notice of termination will state the time period in which cure is permitted and other appropriate
conditions
If Contractor fails to remedy to The City' s satisfaction the breach or default of any of the terms, covenants, or
conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from the City setting
forth the nature of said breach or default, the City shall have the right to terminate the Contract without any
further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the City
from also pursuing all available remedies against Contractor and its sureties for said breach or default.
d. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for any breach by
Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's
remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.
U
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
C117/ Of9113434 a °f 7
Flirt CThis number must packing
,��—J`-' ` CollinsJ on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
e. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the
services within the time specified in this contract or any extension or if the Contractor fails to comply with any
other provisions of this contract, the City may terminate this contract for default. The City shall terminate by
delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only
be paid the contract price for supplies delivered and accepted, or services performed in accordance with the
manner or performance set forth in this contract.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default,
the rights and obligations of the parties shall be the same as if the termination had been issued for the
convenience of the City.
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.
(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
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
C117/ Of 9113434 s of 7
`t Collins
Ol'„s This number must appear
` ` 1 1 on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
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 bidder/offeror will be required to report its DBE participation obtained through race -neutral means
throughout the period of performance.
c. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory
performance of that work no later than 30 days after the contractor s receipt of payment for that work from the
City of Fort Collins . In addition, is required to return any retainage payments to those subcontractors within 30
days after incremental acceptance of the subcontractor' s work by the City of Fort Collins and contractor' s receipt
of the partial retainage payment related to the subcontractor' s work.
d. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work
related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage
another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any
DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written
consent of City of Fort Collins.
8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain
Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract
provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E, are hereby
incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be
deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor
shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which
would cause (name of grantee) to be in violation of the FTA terms and conditions.
9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT)
Suspension and Debarment
This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to
verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR
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. Of9113434 s of 7
`t CollinsChis number must appear
` " , t on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.
The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply
with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.
By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by {insert agency name}. If it is later
determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies
available to {insert agency name}, the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49
CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this
offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier
covered transactions.
10. 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.
U
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:
$3,862.92
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Terms and Conditions
Page 7 of 7
1. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Tom Collins is exempt from state and [me] taxes. Our Exemption Number u 11. NONWAI VER.
98.64502. Federal Excise Tax Exemption Canfien,e of Registry 84-6000587 is registered with the Collector, of Failure of the Purchaser to insist upon stun performance of the terms and conditions hereof. failue or delay to
Internal Revenue. Deneer, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39 26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a
breach, the acceptance ofor payment for goods hadeader or approval of the design, shall not release the Seller of
Grads Rejected. GOODS REJECTED due To failure TO no specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not to decreed a waiver of any right of the
damage in transit may be recurred Ir you for credit sai are not to be replaced except upon radial of written purchases to insist upon strict performance hereof or any of ie. rights m remedies as to any such grads, 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 poryoned
ail modification or rescission of this purchase order by the Purchaser Oprate as a waiver of any of the terms
Inspection, GOODS are subject to the City of Pon Collins inspection on arrival. hnmf.
Final Acceptance Receipt of the merchandise, services or equipment in respone to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS,
automated payment on the pan of the City of Fort Collins. Howeve, it is to be nonfinancial Nat FINAL Sella and the Purchaser mmgniz, that in actual (m is pucnce, Overcharges resulting from antitrust
ACCEPTANCE is defacement upon completion ofall applicable required inspection proccrame, violations am in fan blame by the purchaser. Thercmforefor good down and n consideration for eswuting this
purchase ordd, the Sella hereby assigns to the hurthasa any and all claims it may now have or hereafter
Freight Tams. Shipments must be F.O.B.. City of Fell Collins, 700 Wood Sr. Fort Collins. CO 80522, unless acqufcal under federal or state antitruv Laos for such memharges relating ,n The Particular goods or services
Otherwise specified on this order. Irradiation is given to prepay freight and charge sepambely, the original freight purchased or acquired by the Purchaser pursuant to this pommon order.
bill most 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 pans of the country, shipment is I f the Pumhacr directs me Seller to correct nonconforming or defective good by a date to be agreed upon by the
expected firm the nearest distribution paint to emanation, and excess freight will be deducted firm Invoice when Purthasa and the Sella, and the Seller thereafter indicates its inability or uowil lingoes to comply, the Purcham,
shipments arc made firm greater distance. may cause the work to be performed by the nmst expeditious means available to it and the Seller shall pay all
costs nssmiutod all such work.
Permits. Sella shall procure at sellers sole cost all necessary permits, der ideate and becomes required by all
applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision what
the work is performed, or required by any other duly constituted public authority having jurisdiction over the work
of vandor. Seller fore, agrees to hold the City of Fell Collins harmless firm end against all liability and loss
,red by them by reason of an r venal or rnablished violation of any such laws, regulations, on icm rd, milesaad rdrvitaamts.
AutMreenion. All parties to this contras agree that the representatives are, m fan, bona fide, and prssess full am
meliere autlwriry to bind .,it panics.
LIMITATION OF TERMS. Thu Purchase Order expressly limits acceptance To the terms and conditions slated
herein act faith and any supplementary or additional terra and condition annexed hereto or incarpomted herein by
reference. Any additional a diffmat terra and conditions purposed by seller are objected to and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immcdoonly if you cannot make complete shipment to arrive on your
premised delivery date n noted. Time is of the munch. Delivery and performance must be eRated within the time
slated on the purchase order and the documents abcbed halo. No acts of the Purchasers including, without
limitation, acceptance of partial late ddivedes, shall operate as a waiver of this prevision. In the event of any delay.
the Pumhma shall have, in addition member legal and equitable remedies, the option ofplacing this order dmwhem
and holding the Seller liable for damages. However the Sella shall not be liable for damages as a msuh of delays
due to noses non reasonably fommeable which art beyond its reasonable control ard without its fault of negligence,
such acts of God ass ofcivil or military amhorilia, gov.tal parmines, fins, strike, food, cpmorcies, wars or
this Provided that notice offset condition ..in, such delay is given m the Purchase within five (5) days of the
time when The Seller for, received knowledge thereof In the an of any such delay, the date of delivery shall be
extended for the period aryal to the time actually lost by reason of the delay.
3. WARRANTY.
The Seller warrants that all good, articles, materials and work covered by this cola, will comment with applicable
drawings, specifications, rumples and/or rather dncrioions given, will be tit for the purposes intended, and
performed with the highest degree of care and competence in accordance with accepted standard for work of a
similar idiom The Seller agrees to hold the purchaser handless fmm any loss, damage or apane which the
Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make
good, without cost to the purchaser, any defects or faults arising within one (I) year or within such Tonga period of
time as may be preserlbed by law or by the terms of my applicable warmnry provided by the Seller after the date of
acceptance of the goods fiunislad hereunder (aaxptaoce not as be unreasonably delayedl. resulting firm imperfect
or defective work done or materials furnished by the Seller. Acceptance or use of goods by The Purchaser shall non
constitute a waiver army claim under this wzvanry. Except n otherwise provided in this purchase order, The Sellers
liability hereunder shall extend by all damage proximately caused by the breach of any of The f going warranties
or guarantees, be, such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
q. CHANGES IN LEGAL TERMS.
The Purchaser may make changes to legal terms by written change order.
5. Cl LANCES IN COMMERCIAL TERMS.
The Purchasermay make any changes to the termm s, other than legal fords, including an dditi to or deldions from
the quantities originally ordered in the speditcanon or daremp, by verbal or wrined change order. If any such
change affma the amount don or the time rfpamernmee remainder. an Talmudic adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by %mon change order, terminate this agreement n to any or all portions of the
goods then not shipped, mbjat many equitable adjussomn, between the parties n To any work or materials then in
pm,ned provided that the purchaser shall not be liable fur soy claims for mocipaed props on the uncompleted
portion of the goods maker won. for incidental or consequential damages, and that no such adjustment b, made in
favor often Seller with respect to any goods which arc the Sellers mandand stock. No such termination shall relieve
the Purchaser or the Seller orally of their Obligations in to any goods delivered hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserted wihin thin (30) days fmm the date the change or termination is
ordered.
R. COMPLIANCE WITH LAW.
The Seller warmers that all grads sold hereunder shall have been produced, cold. delivered end fiunished in Turn
compliance, with all applicable laws and regulations m which the gads are subject The Scller shall exmute and
deliver such dmumma as may be required to chat or evidence compliance. All laws and mgulatinos required To be
incorporated in agreements of this character an hereby incorporated herein by this re( nce. The Seller agrees to
indemnify and hold the Purthasn harmless fmm all cons coral damages suffered by the Pumenca as a remit of the
Sellers failure Ila comply with such law.
9. ASSIGNMENT.
Neither party shall assign, Transition, or convey this order, or any monies due or to become due hereunder without the
prior written consent of the other par.
10. TITLE.
The Sella warnmes full, elnr and unremined rifle to the Purchaser for all equipment, materials, and items furnished
in performance of this communes, free and clear of any and all liens, restrictions, res9rvation, marry roamer
encumbrances and claims clothes,
The Seller shall release the Purchaser and in contractors of any tier firm all liability and claims of any mum
exulting from the performance of such work.
This release shall apply even in the event of fault of negligence of the par rcleaed and shall extmd to the
directors, oRcers and employees ofsuch party.
The Sellers economical obligation. including warranty, shall not be domed to be mduded, in any wny, bonus,
such work is perforated or caused to be performed by the Purchaser.
14. PATENTS.
Whenever the Seller is required to use any design, device, mmedal or process covered by letter, patent, trademark
r copyright, the Sella 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 pmnss in connection with the contraer, am
shall indemnify the Purchaser for any cam, expense or damage which it may be oblige l to pay by reason of such
infringement at any time during the prosecution or after the completion of the work. In case said equipment, or
any pan dinner or the intended um of the good, is in such suit held to constitute infringement and the use of
said equipment or part is enjoined, the Sella shall, at its own expense and a in option, either procure for The
Purchaser The right to continue using said equipment or pans, replace the same with subsmnnally equal but
noninGn8in6 tpuipmrnt, or modify it s s it becomes mnlnfringing.
15. INSOLVENCY.
If The Sella shall baome insolvent we bankrupt, make an assigmnem fur the benefit of creditors, appnim a
or tmstce fa any of the Sellers property or business, this order may foravith be muscled by the
Purchasd without liability
16. GOVERNING LAW.
The definitions of In. used or the incermotmom of the agrnment and the rights ofall panics hereunder shall be
onsmtd 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 Repmscnlative(s), on the promises of others.
17, SELLERS RESPONSIBILITY.
The Sella shall nr on mid work at Sellers own risk unlit The same is fully completed and accepted, and shall,
in case of any ismided. destruction or injury To the work interim matmals begun Seller's final competition and
acceptance, examine the work at Sellers own expene and to the satisfmtitn of The Purchaser. When materials
and equipment are finished by odecs for installation or amion by the Seller, the Sella shall receive, implied,
non, and handle same a1 the site and become respnnible therefor ax though such noncrims aud/or amipmen,
were being fumishd by the Seller under thc order.
18. INSURANCE.
The Seller shall, at his own expense, provide fur the payment ofworkers compensation, including occupational
disease benefits, to its employees employed on or in connection with the work covered by this purthrse order,
and/or to their dependents in accordance with the laws of The .to in which the work is To h done. The Sella
shall also carry comprehensive general liability including, but ram limited to, contractual and automobile public
liability insurance with bodily injury am death limits of at least S300,000 for any one person. S500.000 for any
one accident and propar damage limit per accident of S400,000. The Seller shall likewise require his
commors, Harty, to provide for such compensation and insmnnn. Before any of the Sellers or his contractors
employees shall do any work upon the premisn redness. the Sella shall famish the Putohasa with a certificate
that such con, and ion and inunnce have hen provide. Such certificates shall specify the date when such
dampen drain and insunnn have hen provided Such certificates shall specify the due when such compensation
and comment expires. The Sella agrees Nat such compensation and insurance shall be maintained until add The
lame work is completed and acceprm.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Scllcr Jimmy assumes the entire responibility and liability for any sad all damage. Inv or injury army kind
or nature wh mosever to persons or proper caused by Or resulting fmm the execution of the work provided for in
this purchase order or in connection herewith. The Sella will indemnify end hold had less the Pomhma and any
r all of the Purchasers oRcers, agents and employees fmm and against any and all claims, losses, damages.
charges or cxpcncs. whether direct or indirect, and whether to persons or proper in which the Purchaser may
be put or subject by mason of any an, action, neglect, omission or default on the pan of the Seller, any of his
contractors, or any of The Sellers or contractors oRcers, agents or employees. In case any suit
other
pmcereinp shall be brought against The Purthacr, or its oRcers, agent or employees a any lime onaccmal or
by mason of any as, action, neglect omission or default of the Seller of any of his correctors or any of is or
Then officers, agents or employees as aforesaid the Sella hereby agtecx m assume the defense thereof and To
defend the same or the Sellers own expense, to pay any and all coos,, charge, attorneys fees and other expend,
any and all judgments that may be incurred by or Orm ncd again, The Purchaser or any of its or then officers,
agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or
obtained again, The proper, mrk mumhaacr, or mid patties in or as a result of such suits or other prone ding,
the Sella will at once cause the came to be dissolved and reminded by giving bond or otherwise. The Sella 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 m safety including, but without limitation, the
Tkcupational Safety and Health Act of 1970 and all mles and regulations issued pursuanuharle,
Revised 03G010