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HomeMy WebLinkAbout479656 SYSTEMS INTEGRATION CORP. - PURCHASE ORDER - 9106267City. of PURCHASE Fort Collins ORDER PO Number Page 9106267 1 of 7 This number must appear on all invoices, packing slips and labels. Date: 06/22/2011 Vendor: 479656 Ship To: TRANSFORT BUS FACILITY SYSTEMS INTEGRATION CORP CITY OF FORT COLLINS 4699 NAUTILUS CT S SUITE 205 6570 PORTNER ROAD BOULDER Colorado 80301 CITY OF FORT COLLINS Colorado Delivery Date: 12/06/2010 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price 4 Additional Programing 1 LOT EA per proposal 4146 Federally Required Contract Clauses for this Purchase. 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. 5,200.00 (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 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 VIA • 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 9106267 2 of 7 This number must appear on all invoices, packing ;and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 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 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 Clty. of 9106267 3 of 7 `t Collins OI` lI „s This number must appear ` 1 1 on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 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 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 Fort Collins PURCHASE ORDER PO Number Page 9106267 4of7 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 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 C3. 011e:-s-Q.LZ- 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 City. of^ 9106267 s of 7 C^r} Collins This number must appear ,�—,J`-' ` ` on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 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 9U'1� 2, O'n6sk.ZF_ 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. Of 9106267 s of 7 ' `t CollinsThis number must appear " J on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. Total $5 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 ll, CPPO City of Fort Collins City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 7 of 7 I. COMMERCIAL DETAILS. Tax embalmers, By sawte the City of Fort Collins is camp from state and hold tars. Our Exemption Number is 11. NON WAIVER. 98-04502. Fedrnl Excise Tax Exemption Certificate of Registry 84,6000587 is registered with the Collector of Failure of the Purcheur to insist upon stnet performance of the terms and conditions berm( failmor or delay to Imcmal Revenue. Denver, Colorado (Ref. Colorado Revised Sunder 1973, Compact 39-26,114 (a). exercise any rights or tandems provided herein or by law, failure to promptly notify the Seller in Me event ow breach, the acceptance ofor paymen, for goods hereunder or approval clubs dsign, shall not release the Seller of Goals Rejected. GOODS REJECTED due to failure m teen speeifeatiores, cu er when shipped or due to defects of any of the wroarr lea or obligations of this purehade able aid shall now be deemed a waiver of any right of the damage in morsel, may be retun¢d an you for credit and are not to be replaced except upon receipt of wooed midevs'ar no main upon sttlet Reformance herref or any of its rights or tamedies as to any such goads, regardless imtmnmes form he City OfFors Collins. of when shipped, received or accepted, az to any prior or subsequent default hereunder, nor shall any pmponed all modification or rescission of this purchase order by the Pufhasa operate as a waiver of my of tee terms Inspection. GOODS am subject o the City of Fan Collins inspection on larval, himi Final Acceptance, Receipt of the merchandise, se r equipment in response to this older a result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. amhmmed payment on the pan of the City of Poe Collins Hosa,c, it is ro be undcrmaad thetFINAL Sallcr add the Purchaser r cogerim that in fat economic practice, overcharges resulting froammm up ACCEPTANCE is dependent on completion of all applicable required inp eclidmprocdrce u. violations are rn in lhn bear by the PurchvicThercors;mfnfogold cause and m as consideration for executing this purchase well, the Seller hereby assigns to the Purchaser any aid all claims it may now have or hereafter Freight Peters. Shipments most be F.O.H., City of Fan Collins, 70) Wood Si, Fun Collins, CO 80522, mile. acquired under federal or slate antitrust laws for such overcharges relating to the particular goods or services otherwise spccifcd oa this oHer. fprnnission is given m prepay fivigM old charge scpmately, the original freight purchased or acquired by the Purchaser pursuanno this purdwc order, bill must elan many 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 Me Seller to correct minconfom,ing or defective goods by a date to be agreed upon by the capeaed from the nenrest chourbmion point to destination, and excess freight will be deducted From Invoice when Purchaser and the Sella, and the Seller Ound r indicates its inability or unwillingness to comply, the Purchaser shipments am made from greater distance. - may cause the work to the parformed by Me most expeditious means available to it, ad the Seller shall pay all row, ncwimo,a u'iN nirh wars, Pamirs. Seller shall procure at sellers mile east all necessary parents, anifieams and licenses required by all mplinfMc laws, fgulations, obirenccs and rule f,ha state, municipality, territory or political mbdivision where the x'oh is performd, a mama d by any other duly cowtifted public sual anry having jurisdiction user the week of vendor. Seller further epees to hold the City of Fort Collins hamless form and against all liability and was nand by them by newer of an nssmed err established vmoolim of any such laws, rtphotons. an irunces, labor and requirements. Anti omstion. All parties to this eonnan agree that the representatives are. in fan, bona fide and patmvss full and ompletc annually to bind said panics. LIMITA DON OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated herein act torah and any supplementary or additional terms and conditions annexed hereto or incorTemted herein by reference. Any addousel or different arms and conditions pmWsed by seller are objected to am hereby rejected, 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to move on your promised delivery date as noted. Time is of the awho Delivery and performance must be of atcd within the time slated on the purchase octal and the documents attached hereto. No acts of the Purclasers including, without limitation, acceptance of partial late deliveries, shell operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable moan ies, the option ofplacing this Deer eluwbcre ate holding the Seller liable for damages. However, the Seller shall nor h liable for damages as a Ivan], of delays due to houses not reasonably finexcable which are beyond its rcawnable rea d i and without its fault ofnedi'mia. such acts of Om. acts ofcivil or military amhoois, governmental pdoritics, fins, strikes, Rood epidemics, was or riots pmvidal that notice of the conditions causing such delay is given to the Purchaser, afrom fisa (5) days of the lime Is him Me Seller firs receised knowledge Morel(. In the event of any such delay, Ne date of delivery shall h extended for the pored equal to the time actually loss by reason of the delay. I. WARRANTY. The Seller w w is that all goods, amides readmi k and work a verd by this Deer will cwfdmn with applicable drawings, spcifcations, sample and/or other descriptions given, will be ❑t for the purposes intended, and Performed with the highest degree of care am competence in accordance with accepted standards for work of a similar ware. 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 Seller bnvch of warranty. The Sella shall replace, repair or make Result, withal cos to he purchase,, any defeats or falls arising within one (1) year or within such longer period of time am nay be procured! by law or by the mmus of any applicable warranty provided by the Seller after the date of eaTionceof the goods famished hounder (ac e,amm rim Ip be unrawm ably delayed), insulting form imperNa err detective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchm shall not ouslitme a waiver ofany claim under this wurmnry. Except as otherwise pruvidd in this purchase older, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warmance or guarantee, but such liability shall in no event include loan of profits or loss of tau. NO IMPLIED WARRANTY OR MERCHANTABI CITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may nuke changes to legal mints by armor. change order. 5. CHANGES IN COMMERCIAL TERMS. The Pachaur may make any, changes to the Terms .,be, ahan legal mater, including additions no or dolmas form the quantities originally ordered in Me spaifiestiam or drawings, by verbal or women change order. If any such change a@cis the amount due or the time o(per(mmance hereunder, an spiable adjusrmum shall to made. 6. TERM [NATIONS. The Purchaser may at any time by written change older, terminate this agreement as to any or all poniow 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 unoomplacd portion of the goods andor work, for incidental or consequential daamgen, and Nnt no such adjustment M made in favor of the Seller wit respect to any goods which are the Sellers sandal stack. No such termination All relieve the Purchaser or the Seller ofany of their maymium as to any Smdn delivered hereunder. 7. CLAIMS FOR ADJUSTMENT Any claim for adjustment dust be asserted within thirty (30) days frum the data the change or termination is ordered. N. COMPLIANCE WITH LAW, The Sella warounts that all gong sold hereunder shall have ban produced, sold delivered mad fiunished in stric, compliance with all applicable laws and regulations to which the goods of subject The Seller shall execute and deliver such documents as may No requital to effort or evidence compliance. All laws and regulations required to be ncorponmd in agrccmcna of this character are hereby incorporated herein by this ref nec. The Seiler agrees to indemnify and hold the Purchase hand. form all aasu and damages suffered by the Purchaser as a rewlt of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither prey shall align, transfer, or comedy this older, or any mania due or to become due Islander without he prior written common of the other parry. 10. TITLE. The Seller warrants full, clear and unrestricted tide to the Purchaser for all equipment, materials, and items famished III performance of this agreement, free and clear of any and all leers, reductions, reservations, security interest encumbrances and claims uforms. The Seller shall redrew the Purchaser and its claimants of any all form all liabilir, ad claims ofany nmum resulting film the paaormance ofmch work. This reform, shill Imply man in the event of fault of negligence of she parry released rend shall extend as the directors, officers ail employees of such many. The Sollars conmmenual obligations, including warmay, shall not be deemed to h reduced, in any way, because such work is performed or massed to be pwUswwm by Ne Purchaser. 14. PATENTS, Whenever the Seller is required to use any deign, device, material or process coo cood by letter, patent, trademark r copyright, the Senor shall indemnify and save handles, the Purchaser four any and all claims far iul9ngemem by reason of the use of such Farmed design, Easier, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, exper¢e or damage which it may h obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended use of the goods, is in such suit held to consulate infringement mad the use of and equipment or pan is enjoined, the Seller shall, at its own expense aid at its option, either Procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If Me Seller shall baame in allas or b.k p, make an assignment for the benefi, of creditors, appoint or trustee for any of the Sellers properry or business, this alder may forthwith h caocelM by me Pmchucr without liability. 16. GOVERNING LAW. The dcfnitions aflame, used or she interpretation of the agreement and the rights of all ponies hamnder shall h onstrued undo end governed by IN laws of,hm Stee of Colorado, USA. The following AdMomeal Commons apply only in m eu where the Seller is to perforas hernder. including the services of Sdicrs Represenmbeam, on the premiss of olhi IZ SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's awn risk until the sand is fully completed] and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance. complete the work at Seller's own expense and to the m,isl'actian of the Purchases. When materials and ampmcnl arc furnished by others for installation or erection by the Seller, the Seller shall receive, ntdoa 1. store and handle same at the site and became responsible themfor is though such materials and/or equipment were being famished by the Sella under the older. 18. INSURANCE The Scllcr shall, at his own exparm, provide for the payment of vorkers compensation, including occupational divaae Neutron, to its employees employed on or in connection will the work covered by this purchase older, am9or to their desadtnu in accordance with the laws of the state in which the work is to be done The Scllcr shall also no comprehewive general liability including, but not limited to, coomawl aid automobile public liability insurance with bodily injury and deaN limits of at loom $300,000 for troy one comon, S5➢o.000 for any one accident aid pmgrty damage limit per accident of S40o,000. The Sella shall likewise require his contractors, if any, to provide for such compensation and insurance. Barre any of the Sellers or his Contrenors employees shall may war, upon the premises ofothers, the Settle shall Polish Me Purchaser with a adifictim that such compensation aid insurance have been provided. Such mallards shall specify the data whom such compensation and insurance have httn provided. Such cenilirmics shall specify tee date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained umil after the entire work is completed and accepted. Ia. PRO I IiCTION AGAINST ACCIDENTS AND DAMAGES The Sella hereby assumes the entire responsdiliry and liability for any and all damage, loss or injury ofany kind or nature Is Formal —to persons or property cased by or resulting front the oxccunion of the work provided for in this purchase alder or in wnnoction herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Pushcarts affects, agents and employees from aid against any and all claims, losses, damages, charges or expenses, v, holder direct m indirmt, and whither to ptoow or properry to which to Purchaser miry be put or subject by reason of any act action, neglect, omission or default on the Not of the Seller, any of his anomal ors, or any of the Sellers or contractors officers, agents or employe¢. 1. cone any sail or ther preceding, shall be brought against tee Purchaser, or its officers, agents or employees at any time on account or by fawn of any an, action, neglect, omission or default of the Seller of tiny of his contractors or any of its or their officers, agents or employees an aforesaid, the Sella hereby agras to assume the defense thereof am to defend the come a the Sellers own metal—, to pay soy and all costa, charge, momrys fees mud other expenses, any and all judgments that may h mcurnd by or obtained against the Pufhascr or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other Iran be placed upon or obtained against the property oft, Purchase, or mid panics in or as a result of such suits or other procedings, the Seller will at owe cause the came 0 h dissolved and discharged by giving bond or othaslou 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 ,o safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules aid regulations issued pursuant thereto. 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