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HomeMy WebLinkAbout309435 GLOBAL TECHNOLOGY RESOURCES INC - PURCHASE ORDER - 9121810PURCHASE ORDER PO Number Page City Of 9121810 1 of 7 ' `t Collins This number must appear on all invoices, packing slips and labels. Date: 03/27/2012 Vendor: 309435 GLOBAL TECHNOLOGY RESOURCES INC 990 S. BROADWAY, SUITE 400 DENVER Colorado 80209 Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 03/27/2012 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price I Quote # QUO-49796-WB20NC-2 ARRA Funding/SGIG FEDERAL REQUIREMENTS 1 LOT LS 2,194.50 To the extent applicable, the terms and conditions under federal law listed below are incorporated into this Agreement. 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 Federal assistance provided by DOE. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Federal Changes Contractor shall at all times comply with all applicable DOE regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Grant Agreement between the City of Fort Collins (the City) and DOE, 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. Termination 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. C3. Oi'le�s2� 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 9121810 2of7 `t Collins This number must appear ` on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 10 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. Breaches and Dispute Resolution Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of the City's Director of Purchasing. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the Director of Finance. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Director of Finance shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by the City, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the City is located. C3. OYlII:9Q.� 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 of PURCHASE 9121810 s °f 7 `t Collins This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. DOE Requirements DOE requires specific contract terms for the purpose of making audit, examination, excerpts, and transcriptions. Contractor is required to retain all required records for three years after the City makes final payments and all other pending matters are closed. Contractor shall submit all records, data, information and reports to the City required in the Agreement containing Confidential Information which Contractor does not want disclosed to the public or used by DOE or any other Governmental Authority for any purpose other than in connection with this Agreement and the Project, marked conspicuously with the following notice or with a notice or label of substantially the same effect: " Notice of Restriction on Disclosure and Use of Data The data contained in pages ---of this (designate material] have been submitted in confidence and contain trade secrets or proprietary information, and such data shall be used or disclosed only for evaluation purposes, provided that DOE shall have the right to use or disclose the data here to the extent provided in the DOE Grant Agreement. This restriction does not limit the Federal government' s right to use or disclose data obtained without restriction from any source, including Contractor." Intellectual Property Contractor may copyright any work that is subject to copyright and is developed by Contractor under the Agreement. To the extent specifically permitted under applicable law, DOE reserves a royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use any copyrightable work developed by Contractor under this Agreement for Federal purposes and to authorize others to do so. DOE has the right to: (1) obtain, reproduce, publish or otherwise use the data first produced under this Agreement; and (2) authorize others to receive, reproduce, publish or otherwise use such data for Federal purposes. Debarment and Suspension Contractor shall comply with requirements regarding debarment and suspension in Subpart C of 2 C.F.R. parts 180 and 901. Officials Not to Benefit Contractor shall comply with the requirement that no member of Congress shall be admitted to any share or part of this Agreement, or to any benefit arising from it, in accordance with 41 U.S.C. 22. Civil Rights Requirements The following requirements apply to the underlying contract 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 DOE may issue. C3. O✓l�:gQ� 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. of9121810 a of 7 Fort CThis number must appear ,��—,J`-' ` Collins, 1J on all invoices, packing slips and labels. Line Description O�de.ed UOM Unit Price "Prue 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 DOE 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 DOE 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 DOE may issue. Subcontracts - The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by DOE, modified only if necessary to identify the affected parties. Cargo Preference Requirements To the extent required under the ARRA or other applicable law for this Project, the Contractor agrees: a) to use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; b) to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the DOE recipient ( through the contractor in the case of a subcontractor's bill -of -lading.); and c) to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. Project Reporting and Information Requirements Contractor and its personnel shall cooperate with and provide all records, data, information and reports requested by the City, in the form and format and within the timeframes requested by the City, in order to enable 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 City of �,.Fort Collins PURCHASE ORDER PO Number Page 9121810 5of7 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price the City to comply with the DOE Grant Agreement reporting and information requirements for the Project. Contractor shall also provide the City with any backup or additional documentation required by DOE or any other Governmental Authority. Final Cost Audit In accordance with Applicable Law and the Federal Assistance Reporting Checklist, DOE F 4600.2, DOE reserves the right under the DOE Grant Agreement to initiate a final incurred cost audit in connection with the City' s Project. Contractor and its personnel shall cooperate with, and make all necessary AMI System and Contractor cost data and documents available to the City and/or to any representative of DOE or any other Governmental Authority for purposes of such audit. Job Creation and Retention Reporting Contractor shall provide the City with all AMI System and Contractor information, in the format and within the timeframe, requested by the City to enable the City to complete and timely submit to DOE reports, information and data regarding the City' s Project job creation and retention, including without limitation, monthly and/or quarterly cumulative and/or current reports, as applicable, on AMI System and Contractor Services jobs created and retained at the " contractor" or " Contractor" level by Contractor, as required for the City to comply with the Federal Assistance Reporting Checklist, DOE F 4600.2 and the ARRA Section 1512 reporting requirements under the DOE Grant Agreement. Final Close -Out Report Contractor shall provide the City with all AMI System and Contractor information, in the format and within the timeframe, requested by the City to enable the City to complete and timely submit to DOE reports, information and data at the end of the DOE Grant Agreement performance period regarding Project completion. Contractor will complete a final close-out report which shall include such information and detail as the City, DOE or any other Governmental Authority shall request regarding the Project and Contractor services. If the AMI System and the Contractor services are completed or terminated prior to Project completion, Contractor shall provide the City with a final report of the AMI System and the Contractor services through the date of termination of this Agreement. Energy Policy and Conservation Act Contractor will 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 (Pub. L. 94-163, 89 Stat. 871). American Recovery and Reinvestment Act of 2009 Buy American Source: OMB Circular "A Desk Guide to the Buy American Provisions of the Recovery Act- February 2011" Computer Hardware and Software Server virtualization software and energy efficiency software are not manufactured goods; and thus not subject to the Buy American provisions. Cables and connections are examples of types of hardware equipment that could fall within the Buy American Recovery Act provisions because their installation makes them a permanent fixture in the building, similar to electrical wiring and outlets. Specific examples include fiber optic, Cat-5, or other cabling when installed inside walls, ceilings, or flooring; conduit when installed inside walls, ceilings, or flooring; and RJ45 and other 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 9121810 s of 7 `t Collins This number must appear on all invoices, packing ;and labels. Line Description Quantity UOM Unit Price Extended Ordered Price connectors when affixed to a wall or Floor. Computer equipment that is built into the building, such as computer systems that are wired into the HVAC system or used to create a " smart building" could fall within the Buy American provisions under the same theory. By contrast, personal computers, file servers, and networking hardware equipment are typically easily removable and not intended to be permanent fixtures. As such, these products are not covered by the Recovery Act Buy American provisions . Other examples of hardware components that likely are not covered are- laptops or notebook computers, personal digital assistants, hand-held computers, and wireless communication devices; peripheral input/output devices - including keyboards, printers, etc. Economic Stabilization Contracting Employ American Workers Act (b) PROHIBITION.- (1) IN GENERAL. -Notwithstanding any other provision of law, it shall be unlawful for any recipient of funding under title I of the Emergency Economic Stabilization Act of 2008 (Public Law 110-343) or section 13 of the Federal Reserve Act (12 U.S.C. 342 et seq.) to hire any nonimmigrant described in section 101(a)(15)(h)(i)(b) of the Immigration and Nationality Act (8 U.S.C. 1101(a)(15)(h)(i)(b)) unless the recipient is in compliance with the requirements for an H-1 B dependent employer (as defined in section 212(n)(3) of such Act (8 U.S.C. 1182(n)(3))), except that the second sentence of section 212(n)(1)(E)(ii) of such Act shall not apply. (2) DEFINED TERM. -In this subsection, the term " hire" means to permit a new employee to commence a period of employment. 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 Tota I Invoice Address: $2,194.50 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Condition' Page 7 of 7 I. COMMERCIAL DETAILS. - Tax exemptions. By s.lu. the City of Fon Collins is exempt from state and local taxes. Our Exemption Number is 11. NON WAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purclawr to insist upon strict performance of the term and conditions hercol; failure or delay to Internal Revenue, Denver, Colorado (RcE 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 bwuch, the acceptance of or payment .r goods hereunder or approval Nthe design, shall rem wicasc the Seller of Goods Rejected. GOODS REJECTED due . failure to meet specifications, either when shipped or due . dewcts of any of the e'sommi. or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance Iwwofor any ofi, rights or remedies as to any such goods, regardless oeamnuim. Ron, the City of Fun Collins. of when shipped, received Or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of fills purchaw order by the Purchaser opermc as a waiver ufmty of the .rests hsp.,cumn. GOODS arc subject to the City of port Collins inspe"ioro On arrival. hereof. Final Acccptancc. Itcccip[ Of rh< nocwtandi,e. service, or equipment in respouse to this order can result in 12. ASSIGNMENI OF AN I' I' I'RUS'I' CLAIMS. uuthurizcd payment un [hc put of the City of Fun Collins. However, it is 1st be understood that FINAL Seller and the Purchaser recognize that in actual economic pmaice, uvcrehurg.s resulting front antitrust ACCEp1'ANCE is dependent upon completion ofull applicable required inspection procedures. violations are in fact borne by the Purchacr. 'rhmetofore, Ior .it cause unit as mtuidcrmimt for executing this purchase order, the Seller hereby assigns to the Purchaser any and all .lain it only flow have or hereafter Freight Tee,. Ship nums most be F.O.H., City of Fort Collins, 700 Wood St., Fun Collins, CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the part goods or services otwrvise specified on this cartel If permission is given . prepay freight and charge separately, the original freight purchased or acquired by fhe Purchaser pursuant to this purchase Order. bill must accompany irrvolec. Additional charges fur packing Will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipme'nl is Ifthe Purchase dircas the Seiler to correct nonconforming or defective goods by a date to be agreed upon by the expected Irom the nearest distribution point to destimuti... and excess freight will be deducted from Invoice when Purchaser and the Seller, and life Scllcr lhercafioo indicates is inability or unwillingness to comply, the Purchaser shipments arc made from grea.r distance may cause the work to be PCrfmm.d by the most expeditious meats available to it, and the Seller shall pay all costs associated wait .,If work- Permia. Seller shall pollen, .1 sellers sole cost all necessary permits, certificates and lies,.. required by all applicable laws, regulations, odinances and rates of the state, municipality, territory or political subdivision where the work is penonned, or required by any other duly constituted public authority having jurisdiction over the Work of vendor. Seller further acre., to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of as ll,wowd or established violation of any such laws, regulations, ordinances, ivies and requirements. Authorizmion. All panics to this contract agree that the representatives arc, in fact, bona tide and possess full and complete authority 10 bind said parries. LIMrfA1'ION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stilted herein v i fonh zad any supplementary or additional tents and conditions annexed here,. or incorporated herein by ref.¢nce. Any additional or difF wm terns and condition, proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your Promised delivery, date as noted Time is of the essence. Delivery and performance must be effected within the lime stated on the purchase order and the documents attached herein. No acts of the Purchasers including, without limitation, acceptance ofpart late deliveries. shall operas as if waiver ofthis provision. In the event ill any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this under elsewhere and holding the Seller liable for damages . Howcveq the Seiler shall not be liable for damages as a result of delays due to c.... s not reasonably foreseeable Which are beyond its reasonable carrel and without its fault ofin gligence, such acts ill Gulf, acts ol'civil err military authorities, governmental priorities, fins, strikes, food, epidemics, wan or riots provided that 'office of fife conditions causing such delay is given . the Purchaser within live (5) days of the firm when the Seller first received knowledge thereof. In the even, of any such delay, the dine ol'delivery shall be extended for the period equal to the time actually lust by reason of the delay. 3. WARRANTY. The Seiler Warrants that all goods, articles, materials and Work covert by [his order will conferee with applicable drawings, specifications, samples and/or other descriptions given, will be lit for the purposes intended, and perfunmd with the highest degree of cure and eonipcicoee in accordance with accepted standards for work of u similar nature The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wunamr). The Seller shall replace, repair or make good, without cost to the pumloner, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the won, ofully applicable warranty pmvtiled by the Seller after fhe date of acceptance of the goods furnished hereunder (acceptance not ,, In mucrosonably delayed), resulting limn imperfect or defective .,it done or materials furnished by the Seller. Acceptance or use of gwds by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as uthenvise provided in this purchase order, the Sellers liability hereunder shall extend . all damages proximately caused by the breach of any of the foregoing Warranties or guarantees, but such liability shall in no event include loss of profits or lass of use NO IMPLIED WARRANTY OR MERCHAN'rABILITY OR OF FITNESS FOR PURPOSE SI IALL APPLY. 4. CI IANG IS IN LEGAL 'I ERMS. 'I he Purchaser may make changes to legal terms by Oilmen change order. S. CHANGES IN COMMERCIAL TERMS. 'fhe Purhaser may make any changes to the writes, otter Than legal rc.,, including additions to or deletions Cunt the quantities originally old ... J in the specifieco ou, or drawings, by verbal or written change order. If uny such elange uffec, the amount due or the time ofps rfunnance hereunder, an equimble adjustment shall be nnldc. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all parties of the goods then not shipped, subject to any equitable adjnsnnem between the parties m to any work or materials then in progres pmvided that the purchaser shall out be liable Cu, any lain. Cu, anticipated profits un the mmo'nplocal portion of the goods and/or Work, for incidental or cot,equcntial damages, and that no such adjustment be made in favor of tlw Seller With respect to any goods Which are the Scllcrs standard stock. No such vermin:inert shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. .Any dui,. Ior adjustment nhmt be a ... ned within thirty (30) days From the date the change or termination is ordered. N. CUMPLIA14CE WITH LAW. The Seller warrants that ail goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with alp applicable laws and regulations m Which the goods are subject. The Seller shall execute and deliver such ducu.en, as nay be required to effect or evidence compliance. All laws unit regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. I lie Seller agrees to indemnify rand hold the Purchaser harmless trim all cos, and damages suRcred by the Purchaser as a result of the Sellers failure to comply With such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or any monies due or to become due hereunder William etc prior Written consent of the other puny. 10.'11 I'LE. The Set per...at. full, clear and unrestricted fife ro the Purchaser for alp equipment, inute,nd,, and items furnished in performance of this ugmc.cnt, free and clear of any and all picas, restrictions, reservations, seen city in.resf enem alliances and claiuhs of others. 'fhe Seller shall release the Pumhus.. and its ou'lacmrs of any tier from all liability and eta ins of any nature rmuhing from the performance of such Work. This release shall apply .wC'h in the event of lault of negligence of the parry rv4cased and shall extend to the director,, otticcr, and engaloyces uI suit patty. I lie Sellers contractual ubfgaiwu, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be performed by the Purchase, 14. PATENTS. %Vhcnevcr the Scllcr is required to use any design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indamni ty and save hundess the Purchaser from any and all claims for infringement by reason of the use ol'sueh patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser Ior any cost, expense or danage Which it may be obliged to pay by reason of such infringement at any little during the prosecution or after the completion of life work. In case said equipment, or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and [Ire use of said equip..., or pun is enjoined, fhe Seiler shall, at its own expense and at i, option, either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or.udify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller skull become insolvent or bankrupt, make an assignnhenl for file benefit of creditors, appoint a receiver or trustee fur any of fife Sellers property or business, this order ay forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oft . ..... used or the imerprclation of the agreement and the rights ufall panics hereunder shall be [unwound under and governed by the laws of fife State of C.Imado, USA. 'the following Additional Condition, apply only in cases where the Seller is to perform work hereunder, including the services ofScllen Representativgs), on the prnnives ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry no said ware m Sellers men risk until file same is fully completed and accepted, and shall, in cusc of any accident, destruction Or injury to the work and/or materials before Seller's final completion and acceptance, complete the Work at Sellers men cxpehwe and to the satisfaction of the Purchaser. When materials and equipment are furnished by Others for installation or election by the Seller. the Seller shall receive, unload, store and handle sane at the site and become responsible therefor as though such materials and/or equipment were being furnished by fhe Seller under the male. 18. INSURANCE. The Scllcr shall, at his own esp,,sc, gravido for the payment of work.. eontpensution, including occupational disease benefits, . i, employees employed un or in connection with the Work covered by this purchase order, and/or to their dependents in accordance With the hue, of the store in which the walk is . be done. The Seller ,hull also carry co.prche.sivc general liability including, but not limited ., contractual and automobile public liability insurance with bodily injury and death limits of at least S300,000 1'or any one person, S500,000 for any one accident and property, damage linhit per accident of S400,000. Ilse Seller shall likewise require his contractors, ifany. to provide for such eonhpensation and insurance. Belorc any of the Sellers or his coutraelons employees shall do any work upon the Fire noiscs of other,, the Seller shall furnish the Purchaser with a eerrificote that such compensation and insurance hove been provided. Such certificates shall specify the date when such conhpensmion and insurance have been provided. Such certificates shall specify the date when such compensation and imurance ..,,irvs. The Srllcr agmcs don such compensation and insurance shall be maintained until air the entire work is compluted and accepted. 19. PROTECTION AGAINS"I' ACCIDEN"I'S AND DAMAGES. The Seller hereby ussu.es the entire responsibility and liability for any and all danage, loss ur injury of any kind or nature whalWever to persons or property tamed by or resulting tiom the exeemiun of the work provided for in this purchase order or in connection hcrewith.'Ilie Seller will indemnify and hold hurudcss the Pumhwwr and any or all Of the Purchasers Ofiiccrs, agents and cngaloy.cs front and .,ain't any and all claims, I.ssca, du..gcs, charges or expense,, whether direct or indirect. and wheher to person, or property to Which the Pumhascr may be put or subject by reason ul'uny act, action acglret, omission or default un life pun of fhe Seller, nay of his emnmerorn, or any of life Sellers or contractors affects, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or is o ficca, agents or enhployces at any time on account or by reason of any act, action, neglect, mnission or default of ,hc Seller of any of his contractors or any of its or their oltieers, .gents or employees as aforesaid, the Seller hereby agrees . assume the defense thereof and to defend file same at the Scllen own expense, to pay any and all cos,, elwrges, at.mcye fees and tuber ccpenac,, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, agents or employe,, in such suits or other proceedings, and in cue judgmcnl or other pica be placed upon or obtained against the proprty.f the Purchaser, or said parties in or as a result ofsuch suits or other proceedings, the Scllcr will at Once cause the rime la he dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install ail guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules.nd regulations issued pursuant thereto. Revised 03/2010