Loading...
HomeMy WebLinkAbout525153 CONCEPT SIGNS & GRAPHICS - PURCHASE ORDER - 9135153City of Fort Collins Date: 09/19/2013 Vendor: 525153 CONCEPT SIGNS & GRAPHICS 1805 E LINCOLN AVE #A1 FORT COLLINS CO 80524 PURCHASE ORDER PO Number Page 9135153 1of7 This number must appear on all invoices, packing slips and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 PORTNER ROAD CITY OF FORT COLLINS CO 8052 Delivery Date: 09/19/2013 Buyer: DOUG CLAPP Note: award for #7547 Bus Wrap bid Line Description Quantity UOM Unit Price Extended Ordered Price I Bus Wrap For Branding 1 LOT LS reference bid# 7547 Bus Wrap for One 35-foot NABI CNG Bus dated 9/6/13 Design - $240.00 Labor - $ 1320.00 Materials - $ 1285.00 Total = $ 2845.00 Contact: Mike Conley ph# 970-218-8039 2,845.00 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. 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 9135153 2o17 This number must appear on all invoices, packing sli sand labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 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). 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 er Page City Of913515135153 3 of 7 ' `t Coll Ins This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 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. 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 9135153 4 of 7 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 lin 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) 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 9135153 5017 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. &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. 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 9135153 6 of 7 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 845.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tennis and Conditions Page 7 of 7 1. COMMERCIALDEfA1LS. Tax exemptions. By statute the City of Fen Collins is exempt farm mteand local or, Our Exemption Numberis IL NONWAIVER. 98-03502. Federal Excise I'as Exemption Ce tificile of Registry 84 60W587 is registered with the Collector of Failure of the Practices, to insist upon strict performance of the terms and conditions herear, failure or delay to Internal Revenue, Denver, Colorado feet Colorado Revised Smm¢s 1973. Chapter39 26, 114 (a), exercise any rights or remedies provided harm or by law, failure to promptly notify the Seller in the event of breach, the acceptance of or mymeu Ibe goods he arel or approval of the design, shall not redeem, the Seller of Goods Rejected GOODS Hill EO due to failure to amid sped linamna, either when slipped or due to defects of any of the warranties 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 am not has be replaced except upon now,gl of .,,on purchaser o insist upon sect performance hereof or any ofite rights or remedies as to say sub goods, regainhss instructions from the City of porn Collins. of when shipped, received or accepted, to to any prior or subsequent default homer ln, nor shall any purported oral modification or recision of this purchase color by the Pumhue, operate n a waiver of any of the It — Reparation, GOODS are subject to the City of Few Collins impaction on amvalhereof. plat Acceptance. Receipt of the merchandise, services w equipment in response to this order can mull in 12. ASSIGNM ENT OF ANTITRUST CLAIMS. amhoamd payment on the Pan of the City of For Collins. However, it is to be understand that FINAL Seller and the Purchaser recognize that in actual economic practice, complains resulting from anfitm, ACCEPTANCE is dependent upon completion of all applicable required instructionprocedure. eviolations arc in fact home by the Purchutt. Theretofore, forgoodcause and ae consideration far external, this purchase order. 'be Seller hereby assign to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments oust be F.0,11., City of Pon Collin, 700 Wood St, Fon Collins, CO 80522, unless retrains] under federal or state patiWn laws for such overcharges arming to the particular goods or services mhansee speefied on It nrden It pit ission is given to prepay freight and charge sgnmmly, rise original freight purchased it acquired by he Purclmserpunem to thisp.chase oNer. bit must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFOR MANCE OP SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing paints in varrions parts of the country. shipment is If the Pualaaser directs the Seller to torten nonconforming or defective goods by a data to be.gem upon by the expected from the nearest distribution point to dntina rat, and excess ftcighr will be deducted from Invoice when Purchaser and me Seller, and the Seller thereafter indicates its iabiliry or unwillingness a amply, the Purchaser shipments are made from gainer distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs wasSimed with such work. Permits. Seller hall muccure aI sellers sale can all necessary permits, mriifiemes and licenses recount by all applicable laws, regulations, ordinances and rely offlr state, municipality, territory or Political subdivision where the work is performed, or required by any other doily censtimted public authority having jurisdiction over Ire work of vend., Seller further agree, or hold the Cite of Fort Collins hared... from and against all liability and loss incurred by them by on sun of tin weaned w established violmiun of any such laws, regulations, onliances, mles and wpui mints. Authodzmion. All patties to this contend agree fan the repremnanives are, in fact, bona fide and possess full and complete pumping, to bind said patties. LIMITATION OF TERMS. This Purehou Order expressly limits acceptance to the learn and condition stared herein set iamb and any supplementary or additional rem¢ and conditions annexed hereto or incorpomted herein by reference. Any additional or diBerenueam and conditions prpoaed by seller sam objected to and herby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT inamNiably ifyou cannot make complete shipment to arrive on your premised deliverydate as rimed. Time is of IIre essence. Del iscry end performance must be entitled within ,be time could on the purchase order inal IIm documena worched herein. No arts of the Purchase, including, wal l limitation, acceptance of pwarl late deliveries, d11 operate as it waiver of this pro isirn. In the clear ofany delay, the Puachaser shall have, in addition to oft, legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for larroam. However. the Seller shall not be liable for damages a a result of delays due to causes not reasonably foreseeable which are beyond its reaaaable, control and without its fault of negligence, such acts of Gad, acts of civil or miliary amhonues, gmmourr el priorities, fires, strikes, Bond, epidemics, wars or owns provided that no, of the conditions causing such delay is given or the Purchaser within foe (5) days of the time when the Seller firs, received knowledge thereof In the its of any such delay, the d to of delivery shall be extended for the period equal to the One actually lost by mason off, delay. 3. WARRANTY. The Seller warmis that all goods, articles, materials and work covered by this order will conform with applicable chovieSp. Norifirmire, samples andler other descriptions given, will be fit for the purposes intended, and performed with free highest degree of care and competence in accordance with accepted standards for work of a 'mild nature. The Seller agrees to hold the purchaser handess from any loss, damage or expense which the PurcM1ase, may suffer or incur oa account i f fe Sellers warch of wananry. The Seiler shall replace, repair or make good, without cost for the purchaser, any defects or were; arising within one (I) year or within such longer period of time as may be prescribed by law or by the terms of any applicable warranty provided by the Seller after the dare of acceptance of the Funds furnished hereunder (acceptance not to be unreasonably delayai), mulung tram imperfect or defective work time or mdminds fwrdhed by the Seller. Acceptance or use of goods by the Purchaser shall not ensfimte a waiver of any claim under this warranty. Except a omemise provided in this purchase oNer, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of my of the foregoing improper, or guarantees, but such liability shall in no event include less of profs or loss of use. NO EMPLOY WARRANTY OR MERCHANTABILITY OR OP PI I ESS FOR PURPOSE SI IALL APPLY. 4. CHANGES IN LEGAL TERMS. T he Purchaser may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. Thc PureAnser may make any changes to the mans, other than legal Lem¢, including additions to or delctiom from the quantities annually ordered in the specifications or dmwipp, by verbal or warden change order. If any such change affects the amount due or the time ofperf mere hereunder, an crumble adjustment shall be made. 6. TERMINATIONS. I'Im Purchaser may at any time by wfo:n change aide,, temtinale this agreement as an any or all portions of the goods then not shipped, subpau ,, any equitable adju prom between Ilm ponies cos In any work or nmtend, then in progress provided that the Purch¢mr shall not be liable for any claims for anticipated profits on the uncompleted pinion of the goods amVe, work, for incidenupl or consequcnthal damages, and that no such adfjustment be made in favor at Seller with respect any goods which are the Sellers supplied stock_ No such nomination shall relieve ,he Purchaser. the Seller ofany of their obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thin (30) days from We date the change at termiation is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and tumbled or strict ontpliunee with all applicable laws and picamatiws to which the goads are subject The Seller shall execute and deliver such documents as may be required to effect a, evidence compliance. All laws and regulations required to be ncorp.rated in agreements of this character are leaches, incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser handless from all costs and damages suffered by the Purchaser ate a result of me Sellers filow to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, powder, or convey this order, or any monies due or to become due hereunder without the prier women nesenn of me other parry. 10, TITLE, The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and item famished in performance of this .grecmen,, free and clear of any and all liens, poncfipa, reservmiuns, secudry intent encumbrances and claims ofcthen. Ile Seller shall release the Purchaser and its communities of any tier from all liability and claims of any aware, molting farm the performance ofwph work. This oleau nhall apply even in the count of fault of need igence of the party released and shall extend h, be directors, officers and employees crouch party. The Sellers contractual obligations, including wmrar ry, shall not be dxmN w be reduced, in any way, because such work is performed or caused a be performed by the Purchase,. 14. PATENTS. Wiriness, the Seller is aegfaed w use any design, device, material or process catered by lane, patent, bademark or copyright, the Seller shall indemnify and love hairless the Purchaser from any and all claims for infringement by re n of the use of such patented charge, device, material or process in connection with the contract. and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by wawn of such infringanem tit any lime during the prosecution or after the completion of the work. In rase said equipment, or any part thereof or the informal use of the prods, is in such suit bold to cut.finit, management end the use of said egnipnran 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 pans, replace the same with substantially equal but noninl'ringing equipment, or modify it so it becomes neninGtaging. 15. INSOLVENCY. If the Seiler shall become insolsant or bnnkmpr, make an assignment for the benefit of creditors, appoint a ar name for any of the Sellers property to business, this order ray bacterial be canceled by the Pu chaser without liability. 16. GOVERNING LAW. Ile, ddnlliens of limn, wed o, the Iatctpretminn of me agreemem and the rights of all ponies hereunder char be c.mmmed under and governed by the laws of Ire State ofCuloredo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services ofScIlea Repreperajo e(s), a a the premises of.thi 17. SELLERS RESPONSIBILITY. The Seller shall carry oa said work at S,IIer s oxn auk writ the same is f Ily complered and accepted, and shall, in wee of any accident, d¢msclum or injury to the work and/or materials Were Serefs final completion and acceptance, complete the wool: at Serels own expense and to the satisfaction of me Purchaser. When materials and equipment we famished by others far installation or erection by the Seller, the Seller shall ,arise, unload, store and handle same at the site and becom responsible therefor as though such maeriaals and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to Its employees employed on or in connection with the work covered by this purchase arden maker to their dependents in accordance with the laws of me state in which the work is to be done. The Seller shall also carry comprehensive general liability including, but art limited in, contactual and ..,.mobile public liability imurancc with bodily injury and death limits of at taut $3100,001) for any one peraan, 5500,000 for any one accident and property damage limit per accident of StOQ00o. The Seller shall likewise requim his contmcmrs, if any, to provide for such compensation and insurance. Before any of me Sellers or his contractors employees shall do any work upon the promises of o licrq the Seller shall famish the Purchaser with a act ,licam that such compensation and insurance have been provided Such mnifca m shall specify the date what meh ompenwtion cad insurance have been provided. Such certificates shall specify the data when such compensation .rid insnnmcc expires. The Seller agrees that such compensation and insurance shall be maintained until offer the entire work is completed and acecpmd. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby,..wnes the lattice reW nsibilly and liability far any and all damage loss or injury of any kind or ature whmsoner for Persaa or properly cwWx[ by or resuhing tram the execution ofthe work provided for in this purcham order or in connection herewith. The Seller will indemnify and hold herm less the Purchaser and any r all of the Purchasers officers, agents and employees from and against any and all claims, loss, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the part of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents (it employees. In case any suit or other pmceedinge shall be burned again, ,be PuaM1aur, or its offic us, agents or employees at any time (in account or by reason ofany act anion, neglect, omini.n or deP.urll of the Seller of my of his ..,.am ar any of its or their oficers, agents or employees as imperial, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay coy and all costs, charges, amomrys Ices and other expenses, coy and all judgments dot may be incurred by or obtained against the Purchaser or coy of its or fair officers, agents or employees in such suits or other proceedings, and in car judgment or other lien be placed upon or obtained against the Romany of the Purchaser, or said parties in or ns a mull of such suits or other proceedings, the Seller will at once cause the same as Na dhowhod and discharged by giving band ar otherwise. The Seller and his comrocmrs shall it, all safety precomions, famish and install all gmrd necessary for the pmention 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 roles and reoidano ors issued punant thereto. Revised 03I2010