HomeMy WebLinkAbout109184 LEWAN & ASSOCIATES - PURCHASE ORDER - 9133385City of
PURCHASE ORDER PO Number Page
9133385 1 of 7
Fort Collins
This number must appear
on all invoices, packing
slips and labels.
Date: 07/02/2013
Vendor: 109184
Ship To: TRANSFORT BUS FACILITY
LEWAN & ASSOCIATES
CITY OF FORT COLLINS
1608 S COLLEGE AVE
6570 PORTNER ROAD
FORT COLLINS Colorado 80525-1007 CITY OF FORT COLLINS Colorado
Delivery Date: 06/28/2013 Buyer: DAVID CAREY
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
I Xerox Documate 4790 Scanner
for Transfort Document Mgt.
1 LOT LS
4,935.51
One (1) Xerox DocuMate 4790 (XDM 47905D-WU) Scanner with Kofax VRS Pro AIPE/EBC integrated software
solution, Serial #: TBD
Location: Transfort/Dial-A-Ride Facility, 6570 Portner Road, Fort Collins, CO 80525
PO covers equipment purchase only.
Per Lewan & Associates quote dated June 4, 2013 submitted in response to bid request.
EPLS Seach Completed.
Other: The following Federal Transit Administration (FTA) Contract Clauses apply, details attached:
1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS
3. ACCESS TO RECORDS AND REPORTS
4. FEDERAL CHANGES
5. TERMINATION
6. CIVIL RIGHTS REQUIREMENTS
7. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSIO (NONPROCUREMENT)
10. ENERGY CONSERVATION REQUIREMENTS
11 . ADA Access
In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal
clauses apply to this purchase order.
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
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
City of
Fort Collins
PURCHASE ORDER
PO Number Page
9133385 2of7
This number must appear
on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
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
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.
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
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
0,
PO Number Page
9133385 3of7
This number must appear
on all invoices, packing
slips and labels.
Line / Description wuamny UOM Unit Price oxcenueu
Ordered Price
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
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
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
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
'9
City Of 133385 a of 7
rt COThis ,number must appear
FliCollins
` on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered I Price
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:
(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
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
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
9133385 5of7
This number must appear
on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
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, Contractor 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
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 (NONPROCUREM
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
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
9133385 6of7
This number must appear
on all invoices, packing
els. slips and lab
Line Description Quantity UOM Unit Price Extended
Ordered Price
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.
11. ADA Access
Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 et
seq. and DOT regulations, " Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and
Joint ATBCB/DOT regulations, " Americans with Disabilities (ADA) Accessibility Specifications for Transportation
Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB' s "
Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility
guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added
specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply
with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37.
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com
Total
Invoice Address:
$4,935.51
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Terms and Conditions
Page 7 of 7
1. COMMERCIAL DFTAIIS.
Tax e%emptionsBytur the City fFort Collins exempt from u( dlocal taxes, OExemption N bra II. NONWAIVER
98-0450 . Federal Excise Tax Exemption Certifier, of Registry 84 6000587 's b t dwith the C.1lecia, of Failure ] Its Purchaser I 't iffee shirt p,durnicub, efda, anus i I conditions I I tailtailum in datay eu
Internal Revenue Denver Colorado (Ref Cale ado Revised Sports, 1973 Chapter 3J 2f, 114 (a). exercise Y rights or banishes provided hervin or by I' [.a tre to pro aptly noti fy do, S II the even of a
breci he vewance of or ammcv fur, goods hereunder or approval of the design, shall not rclwse the Seller of
Good' Rgeread. GOODS REJECTED due to failure ,, meet spec t coi ou etherwh shipped or due to defects of any ofthe warrantiesobligations f this purchase order and chill hol be deened a waiver of any right of the
damage in transit may be returned to you far credit and a is not to be replaced evau, upon brefpt of written purchaser to insist upon strict perfomnce hereof or any ofit, rglr:t etedes as to y such goods regardless
instmrlians Eam the City of Too Collins- of when shipped, received or accepted, as to any pror, n subsequent dchmll been ter, nor shall any pmpomed
rut modification or rescission of this purchase order by the Purchaser option, as a waiver of any ol'the mmrs
Inspection GOODS are subject to the City of Nod Collins inspection on wrival. hereof.
Floal Acceptance. Receipt of the merchandise services or equipment in response to this order can r esult in 12. ASSIGNMENT OF ANTITRUST CLAIMS.
vuthoozed payment on the part of the City of Tom Collins, Iloweveq it is to be understood that FINAL Seller and the Pumlutse, recognize mat in word economic practice, overcharges resulting from antirmat
ACCEPTANCE is dependent upon completion ofull applicable required inspection procedures. violations are in fact berme by the Pinchser.Theretofore, for good cons, and as wnsiderationfr executing this
purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter
Freight Terms. Shipments must be EO.B., City of Too Collins, 700 Woad St, Fart Collins, CO 80522, unless acquired trader federal or state ancithrod laws for such actual relnling to the Particular goods or movers
otherwise specifed be this urdec if permission is given to prepay freight and charge sepamrely, the original freight purchased or acquired by the Purchaser pursuant to this purchase order.
MII must accomowev invoice. Additional charges for making will not be accepted.
Shipment Distance. Where mamtmmaas have drunbuting par,, or vu ..an, puns oI the country, shipment is
expected from the protest distribution paint in destination and excess freight will be deducted from Invoice when
shipmenta are made from greater distance.
Pemnirs- Seller shall procure at sellers sole cast all necessary perana, eenf arms and licenns cquired by all
applicable laws, regulations, ordinances and piles of the state, murdcipolay, territory or political subdivision where
the wank is performed, or required by any other duly constituted public su ariry honingjudadfctlan over me work
of vendor. Sella fnher agrees to hold the City of port Collins harmless from and against all liability and loss
incurred by them by reason of an nsemed or established violation of any such laws, regulations, ordinances, roles
and remprcmcros.
Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and
complete authority to bind said parties.
LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated
herein set fonh and any supplementary or additional terms and conditions annexed hereto or incorporated M1aein by
reference. Any additional or differenuoms and condition proposed by seller are objected to and hereby rejected
2. DELIVERY.
PLEASE. ADVISE PURCHASING AGHNIimmediately if yen Gannet make complete shipment to amv'e on your
promised delivery data as noted. Time is of the essence. Delivery and performance most be effected within the (rune
stated on the purchase order and the documents attached hereto. No acb of the Purchases including, without
limitation accep rms, ofpcirf late del iverfes, shall operate as a waiver of this provision. In the event of any delay,
the Porchaur shall have in addition to other legal and equitable remedies, the option of,dwing this order elsewhere
and holding the Seller Gable for damages. However, the Seller shall not be liable for damages as a result of delays
doe to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence,
such act ofGwE acts ofeivil or coi diary, authoridea gmremmenal counties, fires, strikes, flood, epidemics, wars or
noes presided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the
time when the Seller first received knew ]Mae thereof. In the event of any such delay, the dare of delivery shall be
extended for the period equal to the time actually lost by reason of the delay.
3. WARRANTY.
The Seller warrants that all goods, amides, materials and work covered by this order will conform with applicable
drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and
performed with the higher( degree of cue and competence in accordance with accepted standards for work of a
milar 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 me Sellers breach of watcsnty. The Seller shall replan, repair or make
good, withom cult w the p.,abuse,, any defecu or faults among within one (1) year or within such longer Issued of
time as may be whombed by law or by the taros ofany applicable warranty provided by the Seller after me date of
acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect
or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not
onstim(e a waiver of any claim under this waraway. Except as otherwise provided in this purchase order, the Sellers
liability hereunder shall exrend to all damages proximately used by the breach of any of the foregoing w'arramies
or guarantees, but such liability shall in no event include lass of profits or lass of use. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TERMS.
The Purchaser may make changes to legal terns by written change omer
5. CHANGES IN COMAE ERCIAL TERMS.
The Purchsser may make any changes I. me ¢rats, he, than legal terns, including additions to or deletion from
the quantities annually ordered in the specifications or drawings, by verbal or is hen change order. If any such
change ofera the amount due m the lime ofperfarmance hereunder, as equitable adjustment shall be made.
6. TERMB4ATIONS.
The Purchaser may at any time by written change order, terminate this tom emem as to any or all prftinn of the
goods then not shipped, subject to any equitable adjustment between the parries as to any work or materials then in
progress postal that the Purchaser shall not h liable for any claims for anticipated profits on the uncompleted
portion of the goods mdgor work, for incidental or consequential damages, and that no such adjustment be made in
favor of the Seller with respect a any, gwads which are the Sellers standard stock. No such termination shall relieve
the Purchaser so the Seller of any of weir obligation as to any goads delivered hercundet.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserted within thirty (30) days from the date the change or mmlia pion is
orbital
8. COMPLIANCE WITH LAW.
The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in soltl
ompliance wim all applicable laws and regulations to which the goody are subject. The Seller shall execute and
deliver such documents as may be requir d w effect err evidence compliance. All laws and regulaions required ro W
ncogomted in agreements of thus character are hereby incorporated herein by this reference. The Seller agree ho
indemnify and hold fee Purchaser harmless from all costs and damages suffered by the Purchser as a result of the
Sellers failure m comply with such law.
9. ASSIGNMENT.
Neither parry shall anign, rant,, or convey this order, or any monies due or to become due hereunder without the
prior wh iven consent ofthe other poly.
If, TITLE.
The Seller warans full. elegant umesuiaed hire to the Purchaser for all glefpment, mafsawk. and items famished
in performance or this agreement, free and dam of any and all fats, rezrzicfion, resenatlon, mantnry cores,
encumbrances and claims ofomen.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser direr. the Seller to correct nonconforming or detective goons by a date to be agreed upon by the
Purchuser and the Seller, and the Seller thereafter indicates its fnabfliry or unwillingness to comply, the Purchaser
,may comae the work fo he pnfnmued by the mall ex9edi(ions menus available Ip it, and the Seller shall Pay all
cots mmcimed with undo work.
The Seller shall release the Purchaser and is contractors of any tier from all liabilhy and clainss of any neune
,.aping from the performance of arch work.
This mleam shell apply even in the event of fault nl' negffgeen, of the .are, rcicmcd and shall criers m the
directors, dram, and employees of such an,.
The Settees confraxual obligations, inchiding wortanty, draft nod be deemed to be mduued, in any way, I nao,w
such work is performed m,nosed in be performed by the Purchaser.
14, PATENTS.
Whenever elm Seller is required to use any design, device, material or process covered by Ihap, parent, trademark
or copyright, the Seller shall indemnify and save harmless the Purchaser from any trod all claims far infringeman(
by ream r of Ilse use of such patented design, device, material or process in connexion with the contract, and
shall indemnify the Purchaser fur any cull, expose or damage which it may he obliged to pa by reason of such
infringement at any time during (he prosecution or after the contraction of the work. In case said equipment, or
any pan thereof or the intended use of the goods, is in such and held to constitute infringement and the use of
said equipment or pan is enjoined, he Seller shut, al its awn expense and at its option, either pmcam for the
Purchaser the right to continue using Said equipment or pens, replace the same with substantially equal but
nonieforging equipment, or modify it so it becomes nournforging.
15. INSOLVENCY.
If We Seller shall become insolvent or bankmp, make an assignment for the benefit of creditors, appoint a
receiver or tmu(ee foran y of the Sellers property or business, this order may fnfl with be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions minnow used or the interpretation ofthe agreement and the rights of all parties hereunder shall be
conceal under and governed by the In,, of the State of Colorado. USA.
The following Additional Conditions apply only in cases where the Seller is to perform work hereunder.
aluding the services m'Sellers Represenarodi ), oa the premiss of others.
17. SELLERS RESPONSIBILITY.
The Seller shall carry on said work at Sellers own risk until the same is fully completed and accepted, Dort shall,
is e of any accident, deo a do s or injury to the work andar materials where S,Ilcr's final completion and
acceptance, complete the work at Sellers own expense and to the saft,mistiun of the Purchaser. \Men mmerials
and ex, ipmem are famished by others fir installation or creation by the Seller, the Seller shall receive, unload,
store and handle some at the site and become rtsponsible therefor as though such materials and/or equipment
were being famished by the Seller under the order.
IS. INSURANCE.
The Seller shall, al his awn expense, provide for the payment of workers compensation, including occupational
disease hearths, to its employees employed on or in connection with the work covered by this purchase order,
andror to their dependents in accordance with the laws of the sere in which the work is to be done. The Seller
shall also carp comprehensive general liability including, but not limited to, commetial and automobile public
liability insurance with bodily injury and death limits of at least S300,000 for any one Person, S500,e00 for any
oaccident and pcmpemdamage limaccident
y it per of 5400,000. The Seller shall likewise minim his
conmectors, Tans, to provide for such communist and insurance. Before any office Sellers or his contractors
employees shall do any work upon the premises of athers, the Seller shall Graph the Purchaser with g accustom
that such compensation and announce have been provided. Such cenlficams shall specify Be date when such
ompensmion and insurance have been provided. Such cecificara shall specify the dare when such compensation
and woman expires, the Seller agrees her such compenation and insurance shall be maintained until o0cr the
entire work is completed and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury offing, kind
or nature whatsoever to perm- or mmenty caused by or resulting from the execution of the work provided for in
this purchase order or in connection herewith. The Seller will indnnnffy and hold homeless the Purchaser and any
or all of the Pumbassers officers, agentsand employees from and against any and all claims, losses, damages,
charges or expenses, whether direct orndirttt, and whether to person or progeny to which the Porchner nay
Is, put or subject by reason of my set, action, neglect, omission or default on the pan of the Seller, any of his
mntramors, or any of the Sellers or contractors officers, agents or employees. In case my suit or other
proceedings shall be brought against he Dominion, or its ofieets, agents or employees at any time on account or
by reason of any ach action, neglect, omission or default of the Seller of any of his co tractors or any of its or
their office agents n employeesaforesaid, the Seller hereby agrees to assume the defense thereof and to
defend the some of the Sellers own expense, m jury any and all roses, charges, attorneys hues end ether expenses,
any and all judgments cut may Its, incurred by or obtained against the Purchaser or any of its or their offices.
agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or
admitted against me property of me Purchaser, or said parties is or n a result of such suits w omer proceedings,
the Seller will at once cause the same to be disolved and thschmged by giving bond or omerwise. The Seller and
his connotations shall take all safety precaution, Flemish and install all guards necessary for the prevention of
accidents, comply with all laws and regulmiun with regard m safety including, but without limfution, the
Occupational Safety and Hedm Act of 1970 and all roles and regulations issued forward Remo.
Revised WINUO