HomeMy WebLinkAbout120140 VARSITY FACILITY SERVICES - PURCHASE ORDER - 9120521City of
� Fort Collins
Date: 01/27/2012
Vendor: 120140
VARSITY FACILITY SERVICES
3720 W 72ND AVE
WESTMINSTER Colorado 80030
PURCHASE ORDER PO Number Page
9120521 '°f7
This number must appear
on all invoices, packing
slips and labels.
Ship To: FACILITIES DIVISION
CITY OF FORT COLLINS
300 Laporte Avenue
Building B
FORT COLLINS Colorado 80521
Delivery Date: 01/26/2012 Buyer: JAMES HUME
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
1 Custodial Maintenance - 2012 1 LOT LS
Bid #7068
Transfort: $ 8,611.01
Transit Cntr: $11,910.80
Transfort Cottage:$ 2,242.66
In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal
clauses apply to this purchase order.
1. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES
(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
(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
22.765.00
Invoice Address:
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by James B. O'Neill Il, CPPO City of Fort Collins
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department
Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO BOX 580
Fort Collins, CO 80522-0580
Fort Collins
PURCHASE ORDER
PO Number Page
9120521 2 of 7
This number must appear
on all invoices, packing
slips and labels.
Line Description Ordered UOM Unit Price `"Price "
makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the
Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986
on the Contractor to the extent the Federal Government deems appropriate.
(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent
claim, statement, submission, or certification to the Federal Government under a contract connected with a
project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority
of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49
U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.
(3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with
Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify
the subcontractor who will be subject to the provisions.
3. ACCESS TO RECORDS AND REPORTS
Access to Records - The following access to records requirements apply to this Contract:
A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the
FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA
Administrator, the Comptroller General of the United States or any of their authorized representatives access to
any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49
C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor
access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C.
5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307,
5309 or 5311.
B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to
copy excerpts and transcriptions as reasonably needed.
C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a
period of not less than three years after the date of termination or expiration of this contract, except in the event
of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees
to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly
authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.
Reference 49 CFR 18.39(i)(11).
D. FTA does not require the inclusion of these requirements in subcontracts.
4. FEDERAL CHANGES
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
Invoice Address:
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins
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 PO Number Page
City Of 9120521 s of 7
`t his number must appear
Collins` 1 ' on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
a. Termination for Convenience 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 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 The City in its sole discretion may, in the case of a termination for breach or default, allow
the Contractor 30 days 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.
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:
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
PURCHASE ORDER PO Number Page
City OfCollins9120521 a of 7
C This number must appea
v
Flirt ( r
,�—,J`-' ` on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
(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 9.9 %. 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
Invoice Address:
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by JamesB. O'Neill II, CPPO
City of Fort Collins
Accounting Department
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
PO Box 580
Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com
Fort Collins, CO 80522-0580
City of
art Collins
PURCHASE ORDER
PO Number Page
9120521 5o17
This number must appear
on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
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
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 F, 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 City of Fort Collins requests which would cause the City of Fort Collins to be in violation
of the FTA terms and conditions.
9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT)
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 accepting this purchase order, the vendor or contractor certifies as follows
The certification in this clause is a material representation of fact relied upon by the City of Fort Collins. If it is
later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to
remedies available to the City of Fort Collins, 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.
Cam, c3. o'r�Q s�
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 Il, 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 $22,765.00
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
City Of PURCHASE ORDER PO Number I Page
9120521 1 6 of 7
1t Collins
oll I n CJ This number must appear
on all invoices, packing
slips and labels.
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 TcnnS and Conditions
Page 7 of 7
1. COMMERCIAL DETAILS.
Tax escmptivas. By stand, the City of Fort Collins is esc... pt from sate and local Canes. Our Exemption Number is 11. NON WAIVER.
98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is regi,ered ss'ith the Cull,ctnr of Failure of the Purchaser I. insist upon strict pertonnanee of the terms and conditions hereof. failure or delay to
face.] Revenue, Denver Colorado (Ref Culorudo Revised Statutes 1973, Chapter 39-26, 114 (u). exerciw any rights .......relics provided herein or by law, failure to promptly notify the Seller in elm event of a
breach, the acceptance of., payment for goods hcrcunder or approval cal the design, shall not release the Seller of
Goods Rejected GOODS REJECT ED due to failure to m.ect speciticmium, rid", when shipped or due to defects of any of the wmnmics or obligations of this purchase order and shall not be deemed a waiver of any right of the
damage in transit, may be resumed to you for credit and are not to be replaced except upon receipt of written purchaser to inset upon strict perforn.anee hreofor any of its rights or remedies as to any such goods, regardless
ii,amelios from the City of Fon Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported
om1 modification or remission of this pvrchaw order by the Pumh.w, openc as it waiver of any of the terns
Wpch... GOODS are subject to the City of Fen Collins inspection on urn,ill, hereof.
Final Acceptance. Receipt of the mcrchm.disc, services or cquipmmrit in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS,
authorized payment can do, pan of the City of Fort Collins. However, it is to be understood that FINAL Scllcr and the Purchaser recognize that in actual economic practice, overcharges resulting front aiititmst
ACCEPTANCE is d pendent upon completion ufull applicable required iasp:ction procedures. violations arc in fact borne by the Purchaser. Theretofore, for good came and as consideration for executing this
purchme order, the Seller hereby assigns to the Purchaxr uny and all claims it may now have or hereafter
Freight Terms. Shipments must be F.O.D., City of Fort Collins, 700 Wood St., Fun Collins. CO 80522. unless acquired under federal or state anfitmst laws for such overcharge, relating tothe panicular good, err services
otherwise specified can this older. If pemmission is given to prepay freight and charge xpurutely, the original freight purchased or acquired by the Purchaser pursuant to this purchase order.
bill most accompany invoice. Additional charges for packing will not be accepted.
13. PU RC11ASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Shipment Distance. Where manufacture.. have distributing points in various pans of the country, shipment is If the Purchaser directs the Seller m cancer nonconforming or defective fonds Civil date to h agreed upon by the
expected man the nearest distribution point to dCAirwtion, and excess freight will the deducted fmm Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or ut.willingness to comply, the Purchaxr
shipments arc made front greater distance. ... ty cause [h, work to be petlonned by the most expeditious means available to it, and the Seller shall pay all
Penton, Seller shall procure at sellers .sale cost all necessary pennits, eenilieutes and licenses required by all
applicable laws, regulations, oNirunces and roles of the state, municipality, territory or political subdivision wham
the work is perfumed, or rcquind by any other duly constituted public authority having jurisdiction over the work
of vendor. Seller further agrees to hold the City of Fort Collins ham.l v from and against all liability and loss
incuncd by them by mason of an lessened or established violation of any such laws, regulations, ordinances, rules
and requircmenu.
Acorn.. atumn All panics Io this contract agree that the reprcsentatiwcs are, in fact, bona fide and possess full and
complete authority to bind said panics.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns unit conditions stated
herein set forth lend any supplem.nary or mdditiomol terms and conditions annexed hereto or incorporated herein by
reference. Any additional or different terns and conditions proposed by seller are objected in and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your
promised delivery date a, noted. Time is of the essence. Delivery and performance must be effected within the time
,rated on the purchase aide, and the dwuncuts mmach<d hereto. No acts of the Purchasers including, without
limitation, acccpf nce of panial lute deliveries, shull operate as a waiver of this provision. In the event ofany delay,
the Purchma shall have, in addition to other legal and equitable remcdics, the option ofplacing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall at be liable for damages as a result of delays
due to causes not reasonably foreseeable which arc beyond its reasonable control and without its tau It of negl igenee,
such acb of God, acts of civil or mi liaryauthorities, governmental priorities, lircs, strikci, .loud, epidemics, wars or
riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the
time when the Scllcr tint received knowledge thereof. In the event of arty such delay, the date of delivery shall be
extended for the period equal to the tin.. actually to,, by mason of the delay.
3. WARRANTY,
The Seller worms that all goods, am et.......terials and work covered by this order will conform with applicable
drawings, specifications, Samples and/or other dcscriptiots given, will be lit for the purposes intended, and
perfumed with the highest degree of cum and eomhp ounce in accordance with a ccpted standards In, work of u
sin.it., nature. The Seller agrees to hold the purchaser harmless fruit, any loss, dwnuge or expenw which the
Purchaser may suffer or incur on account office Scllcr, breach of warmnty.'fhe Seller shall mplace, repair or make
good, without cost to the purchaser, any defects or faults arising within one (1) year or within such lunge, period of
Coro, as may be prescribed by law or by the terns of any applicable wumnuy provided by Inc Scllcr one, the date of
acceptance of do, goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from impedeo
or defective work done or nate,lalS famished by the Seller: Aeaptnnce or use of goods by the Purchaser shall not
emotimnc a waiver of any claim unit,, this wamnty. Ewecpt as mhenwisc provided in this Irurchaw order, the Sellers
liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing wunntics
or guarantee,, but such liability ,lull in no event include loss of profits or loss of use. NO IMPLIED WARRANTY
OR MERCHANTABILfrY OR OF IT FNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TERMS.
The Purchaser may make changes to legal terns by written change order.
5. CHANGES IN COMMERCIAL TERMS.
Ilie Purchaser may make any changes to the teats, other than legal terns, including additions to or deletions from
the quantities originally adored in the ,pecifications or drawings, by verbal or written change order. If any such
change fifers the amount due or the time ol'pedortnancc hereunder, all equitable adjustment shall be made.
b.FERMINATIONS.
The Purchaser may at any time by written change order, ternumitc this agreement as to any or all portions of the
goods then not shipped, subject I.any equitable adjustment bnwaen the panics as to any work or materials then in
progress Provided that he Purchaser ,hull .,at be liable for any claims for an icipmcd profits can the unco... Pelvic
,onion of the goods and/or walk, for mcidenal or coacqucmial damages, and .hut nu such ad1Cmua.n be made in
favor of the Seller with respect to any goods which an: the Sellers standard stock. No such termination shall relieve
the Purchaser -1 'be Seller ofany of their obligation as to any goods delivered hereunder.
7. CLAIMS FOR ADJUSTMENq'.
Airy claim for adjmtment mast be asserted within thiny (30) days from the date the dangc or [connection is
ordered.
S. COMPLIANCE WITH LAW,
The Scllcr warrants that all goods sold hereunder shall have been produced, sold, delivered and fuocklied in strict
compliance with all applicable laws and regulations to which the gwds arc subject, The Seller shall execute and
deliver such doeu cents as may be required to effect or evidence compliance. All laws and regulations required to be
incorporated in agreements of this character arc hereby incorporated herein by this reformer. The Seller agrees to
indemnify and hold the Purchaser harmless from all cents and damages suffered by the Purchaser as a result of the
Scllcr failmc m comply with such law.
9. ASSIGNMENT.
Neither parry shall assign, transfer, or convey this order, or any munics due or to become due hcrcunder without Ilie
prior written consent of the other party.
10. TITLE.
The Seller warns full, clear and unrestricted title to the Purchmer for all equipment, materials, and items fumished
in performance of this agreement, free and clear of any and all liens, restrictions, rewnatioils, security interest
encumbrances and claims of others.
The Seller shall release the Purchscr and its contracmm of any tier from all liability and claims of any nature
resulting from the petfommnce ofsuch work.
This release shall apply v%en in the event of fault of negligence of the parry released and shall extend to the
dimetoa, officers and employees ofsuch party.
'the Sc]lcr's eontmctted obligations, including wa nary, shall not be deemed to be reduced, in any way, because
such work is pertuned 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 infiingenwn,
by reason of the use of such patented design, device, material or process in connection with the contract, and
shall indcmmity, the Purchaser for any cast, enpease or damage which it may be obliged to pay by reason ofsuch
infringement at any time during the pmxcution or after the completion of the work. In caw said equipment, or
any pan Iheneof or the intended use of thc. 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 cquipmmnt, or modify, it so it bewmcs noninfringing.
15. INSOLVENCY.
If the Seller shall become insolvent or bankmp, make an assignment for the benefit of creditors, appoint a
receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the
Purchaser without liability.
to. GOVERNING LAW.
The definitions oftenns used or the interpretation of the agreement and the rights ofull panics hcrcunder shall be
construed under and govemed by the laws ofthe State of Colorado, USA.
The following Additional Conditions apply only in cases where the Scllcr is to perform work hcrcunder,
including the services of Scllcr Rcprcsunmtive(s), on the premises ofothcn.
17. SELLERS RESPONSIBILITY.
I tic Seller shall carry on said work at Sellars own risk until the sans 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, canplete (tic work at Seller's tarn ..pane and to the satisfaction cal the Purchaser. When materials
and equipmen arc tuo.i,hed by others for installation or erection by the Seller, the Seller shall receive, unload,
store and handle same at the site and become responsible tercom as though such materials and/or equipment
were being furnished by the Seller under the order.
I& INSURANCE.
The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational
disease benefit,, to its employees employed can or in connection with the work covered by this purchase order,
and/or to their dcpcndents in accordance with the laws of the slate in which the work is to be done. The Seller
stall also carry comprehensive general liability including, but not limited to, contractual and automobile public
liability insurance with bodily injury and death limits of at least S300,000 for any one person, $500,000 for any
one accident and property damage limit per accident of S400,000. The Seller shall likewise require his
contractors, it any, to provide for such compensation and insurance. Before any of the Sellers or his contractors
employees shall do any work open the promises cat others, the Seller shall furnish the Purchaser with a ecnificate
that such ernnpemnlion and insurance have been provided. Such certificates shall specify the date when such
compensation and insurance have born provided. Such certificates shall specify the date when such compensation
and insurance expire,. The Seller agrccs shut such compensation and insurance shall be maintained until after the
entire stork is completed and accepted.
19. P140TECIION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby msu... s the entire responsibility and liability for any and all damage, loss or injury ofany kind
or nature whatsoever to pawns or pmpeny camed by m resulting from the es"inim, fthe work provided for in
this purchase older or in conneetion herewith. The Seller will indemnify and hold harmless the Purchaser and any
or all of the Pi nehawn office.., agents and employees tram and against any and all claims, losses, damages,
.large, or exposes, whether direct or indirect, and whether to persons or property to which the Purchaser may
be put or subject by reason of any act. union, neglect, omission or default on the pan of the Set let, any of his
contracture, or any of the Sellers or contractors officers, agent, or employees. In case any suit or other
proceedings shall be brought against the Purchaser, or its oRcen, agenu, or employees at any time can account or
by reason ofany act. action, neglect, omission or default of the Seller ofany of his contractors or any of its or
their odic..., agents or employees as aforesaid, the Scllcr hereby agrees to assume the defense thereof and to
defend the saute at the Sellers own expense, to pay any and all costs, charges, anomeys fees and other expenses,
any and all judgments that may be incumd by or obtained against the Purchaser or any of its or their officers,
agents or employees in such suits or other proceedings, and in caw judgment or other lien be placed upon or
obtained against the property of the Patch., or said panics in or as a result ofsuch suits or other proceeddings,
the Seller will at once came the same to be dissolved and discharged by giving bond orothen6se. 1'he Seller and
his contractors shall aka oil safety precautions, famish and install all guards nceessmy for the prevention of
accident , comply with all laws and regulations with regard to safety including, but without limitation, the
Occupational Safety and Health Act of 1970 and all mles and regulations issued pursuant thereto.
Revised 03/2010
January 31, 2012
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