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HomeMy WebLinkAbout517306 DISTINCTIVE WELDING INC - PURCHASE ORDER - 9141279Fort Collins Date: 02/27/2014 Vendor: 517306 DISTINCTIVE WELDING INC 700 W WILLOX LANE FORT COLLINS CO 80524 PURCHASE ORDER PO Number Page 9141279 1of7 This number must appear on all invoices, packing sli s and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 FORTNER ROAD CITY OF FORT COLLINS CO 8052 Delivery Date: 02/26/2014 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Bike Racks at CSU PER ESTIMATE #947 1 LOT LS 1,134.94 In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal clauses apply to this purchase order. 1.NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2.PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 at 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 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 PO PURCHASE ORDER 914127er Page C117/ of PURCHASE 9141279 z of 7 ' `t Collins „s This number must appear 1 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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)l, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. 4.FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractors failure to so comply shall constitute a material breach 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 130 PURCHASE ORDER 914127er Page C117/ of PURCHASE 9141279 3 of 7 ' `t Collins Ins This number must appear V ` on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 It 0) 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, Invoice Address: 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 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 PO PURCHASE ORDER 914127er Page City of PURCHASE 9141279 a of 7 F6r} Collins This number must appear tt—,J`-' ` ` 1 1 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 at seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,' 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7.DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency' s overall goal for DBE participation is 9.9 %. A separate contract goal [has not] been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a 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.mm Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 130 PURCHASE ORDER 914127er Page Cliy. O'f/� 9141279 s of 7 ' `t Collins Ins This number mus' appear ` V ` on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 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 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 CI�/Of 9141279 6of7 Flirt Collinshis number must appear 1�`J-' ` 1 1 on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 at 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 134.94 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 7 of 7 1. COMMERCAILDEFAIL. Tax exemptions. By statute the City of Fon Collins is exempt from smte and local lased. Our Exemption Number is 11. NON WAIVER. 98-04502. Federal Excise Tax Exemption Cerbfica to of Registry 84-6000582 is registered with the Collector of Failure of the Purchaser to insist upon stria Performance of the terms and conditions hereof, failure or delay on Internal Revenue, Denver, Colorado (Ref. Colorado Revised Smmtd 1973, Chrpter 39-26, 114 (a). exercise any rights or remedies provided hems or by I., failure Ira promptly notify the Seller in the event ofa breach, the acceptance ofor payment for goods herennde. or approval of the design, shall not release the Seller of Gande Rejected. GOODS REIEC'1'ED due m failure m meet specifications, either when shipped ter Jne la defects of any of the wxmnties ter obligations of this pnrcM1au order vnd shall cot be Jecmed v waiver of any ngM1t of the damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written purchaserin insist upon strietperfarmance Immorm anyofitsrights contradict, as to any suchgoods, regardless instructions from the City of Fon Collins. of when shipped, received or accepted, or to any prior or subsequent default hereunder, nor shall any purposed oal modification or rescission of this purchase order by the Purchaser operate as a waiver of my of the rem¢ Insuc tian. GOODS me subject to the City of Fan Collins insection on arrival. hereof. Farrel Acceptance. Receipt of the merchant Services or equipment in moserese to this order can mull in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fact Collim. However, it is to m understood Ws FINAL Seller and the Purchaser mogdae Thal in actual or is practice, ovin:harges resulting from antitrust u ACCEPTANCE is dependent upon completion ofall applicable required inspection Bewitchment. violations are in fie] bornPurchases, e by the PurchasTheretofore, for good came am m consideration for executing this purchase order, the Seller hereby assigns to the Purchaur any and all claims it may now have or hereafter Freight Terms. Shipments ..at be F.O.B., City of Fort Collins, 700 wood St., Fen Collins, CO 80522, unless otherwise specified on this order. If permission is given to empty freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance Wham menu0+ctures have distributing puinls in various pans of the country, shipment is expected from the numesl distribution paint to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers .to con all necesary pesmits, cenifiatd and licenses required by all applicable laws, regulations, ordinances anal rules of the stale, municipality, territory, or political subdivision where the work is performed, or required by any other duly conatiluted public authority having jurisdiction over the work of verulki Seller buffer agrees to hold the City of Fan Collins hamless from and against all liability am lass incurred by them by reason of nn asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the repreunuti,am are, in fact, From fide :rod possess full and complete authority to bind said panics, LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions Sound herein set fed and any supplemen ary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejemed. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately iffm cannot make complete shipment to arrive on your promised delivery date as rimed. Time is of the essence. Delivery and peiforana must he effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of pnrli:il lane deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition m other legal aad equitable rowdies, the option of placing Hits order elsewhere tend holding the Seller liable for damages. I lowevev the Seller shall not be liable for damages as a rrSdt of delays due in causes rim reasonably fmcourable which are beyond its rcawnable control and without its fault of negligence, such acts ofGmL acts of civil or or limry authoAles, governmental priorities, fires, strikes, food, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Franchiser within five (5) days of the time when the Seller first received knowledge thereof In the event of any such delay, the date of delivery shall be extended for the penal equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warns that all goad, articles, 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 int.ded, and performed with the highest degree of care and competence in accordance with accepted smndands far work of a similar nature. The Seller agrees to hold the purchaser harness from any loss, damage or expense which the Purchaser may .IT,, or incur on account of the Sellers breach of warranty. The Seller shall replace. repair or make good, without cost r the purcl use . any defnu, or faults ninon, within one (1) your or within such larger period of time as may be prescribed by law or by the torus of my applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acttptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this womny. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages prom-1ely au e d by the breach of any of the foregoing wartanit. or guzmoves, but such liability shall in no event include loss of profits or lass cruise. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes m legal is. by wrincn change order. S. CHANGES IN COMMERCIAL TERMS. 'Iho Pturlaws, may make any cIran,. to the toms, other than legal term, including additions to or delelions firm the quantum originally ordered in the specifications or drawings, by verbal or written change order. If any such change afecn the amoum due en the time ofperforomce hereunder, an equitable adjo inn m shall be made. 6.1ERMINATIONS. The Purchrour may at any time by written Chaim, order, S rirm a this agreement d in any or all ponians of the goads then not shipped, subject to any equitable adjustment between the From as to any work or materials then in progress provided that the Purchaser shall not be liable for tiny claims for anticipated pmNs on the unmmplcted portion of the goods umbrae work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller no imPcot to any goods which are the Sellers standard stack. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 2. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be azsened within thirty (30) days Oren the it.,, Net change or temanation is ordered. S. COMPLIANCE \VITH LAW. The Seller ww ms shot all good sold hereunder shall have been produced, sold delivered and furnished in stria compliance with all applicable laws and regulations to which the good are subject. The Seller mall execute and deliver such documen6 as may bar retained to alien or evidence compliance. All laws and regulations required to be incorporated in agreements of this character me nearby incorpoated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harless farm all vests and damages suffered by the Purchaser. is mull of she Sellers failme to comply with such low. 9. ASSIGNMENT. Neither party, shall assign, tansfer, or convey this unclear, or any monies due or to become due hereunder without the prior wrinen consent ofthe other patty. 10. TITLE The Seller warrants full, clear and unmtdcted title to the Purchaser fire rill e,lipmmL materials, and in. famished in pert eve of this agreement, far ad clear of any and all liens, mtrictions, reservations, security interest encumbrances and claims of others. acquired under federal or State antitrust laws for such overcharges relating to the particular goods or services Purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCI IASHRS PERFORMANCE OF SELLERS OII LIGATIONS. If the Purclmmr dirws the Sellerto ¢+coal nonconforming or defective goods by a date to be agreed open by the Purchaser and the Seller, end the Sella thereafter indicates its inability or unwillingness to comply, the Purchaser may or. the work so be performed by the most expedieous means available m it, and the Seller shall Pay all cows associated with such work. The Seller shall release the Purchaser and its contractors crony der farm all liability anal claims of any nature multing from the performance of sash work. This release shall apply even in the event of fault of negligence of the pony released and shall extend to the directors, officers and employees ofsuch puny. The Seller's contmcmal obligations, including warranly, shall not be deemed to he ralueed, in any way, bemuse meb wash is performed or caused In be performed by tho Purchaser. 14. PATENT S. Whenever the Seller is eryoired to use any design, device, material or process covered by letter, patent, trademark at copyright, the Seller shall indemnify and Save homeless the PutaAmcr farm any and all claims for infn'ngemem by reason of the use of such Founded deign, device, rmlened or process in connection with the connowl, and shall indemnify the Purchaser for any cued, expense or damage which it may be obliged to Jury by reason ofsuch infringement at any time during the prouemtion or after the completion of the work. In was said equipment, or any pan thereof or the intended use of the goods, is in such suit held as constitute infringement and the use of said equipment or two is enjoined, the Seller shall, in its own expense and at its option, either procure for the Purchaser the right to continue using said mluipmenl or pans, replace the same with substantially equal but nomnfringing equipment, or modify it so it hormones nounfringing. 15. INSOLVENCY. If me Seller shall become insolvent or bankmpl, make an assignment for Net benefit of creditors, appoint a recover or trustee for any of the Sellers progeny or business, this order may foMwith be canceled by the Purchaser, without liability. 16. GOVERNING LAW. The definitions of rem s used or the incrimination ofthc agreement and the rights of all patties hereunder shall be consumed under and governed by the It of Net State of Colorado, USA. The following Additional Conditions apply only in where the Seller is to perform work hereunder, including the services of Sellers Represenmtive(s), on thecases premises efothera 17. SELLERS RESPONSIBILITY. The Seller shall arty on Said walk at Suited own ark until the same is fully completed and accepted, and shall, in u of any accident, ddwction or injury to the work andor materials before Seller's final completion and cWser ce, .mplee the work i t Sellers awn expense and to the salisfcuion of the Purchaser. When materials and equipmend arc fumlshed by others for installation or erection by the Seller, the Seller stall receive, unload stare and handle same at the site and become responsible therefor in though such materials sober equipment were being fmished by Iha Seller under use order. 18. INSURANCE. The Seller shall, at his awn expense, provide for the payment of workers conWessmion, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase occur, and/or to their dependents in accordance with the laws of Ore state in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury Slid death limits of at lent 5300,000 for any one person, 5500,000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contmeme, treaty, to provide for such compensation and insurance. Before arty of the Sellers or his conlaernts employees shall do any work upon the premises of alhers, Net Seller shall famish the Purchaser wish a crnifcam shad such comperuatian and occurrence have been provided. Such renifientd shall specify the dam when such compensation and insurance have been provided. Such certificates shall specify the date when such compenation and ireumnce expires. The Seller ayeo that such compensation and insurance shall be maintained until it,, the .it. work is completed and accepted. 19. PROTECI PON AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes she entire o spondliil ity and liability for any and all damage, loss or injury of any kind in nature whatsoever t,, persons or progeny caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hrrlds the Purchaer, and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether or persons or pmpeny to which the Purch omr may be put or subject by Cason of any act, action, neglect, omission or default on the pan of the Sefeu any of his contractors, or any of the Sellers or contdems officers, agents or employees. In esse any suit or offer proceedings shall be brought against he Purchases, or ill offices. agents or employers at any time on account or by reamn of any act, action, neglect, omission or default of the Seller of any of his contactors or any of in or their officers, agents or employees as aforesaid, she Seller hereby agrees m %some the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, suomeys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their oRcers, agents or employees in such suits or other proceedings, and in case judgment or other lie be placed upon or obtained against he property of the Purchaser, or said parties in or as a result ofsuch suits ter other proceedings, the Seller will of once cause the same to be dissolved and discharged by giving bond or otherwic. The Seller and his contractors shall take all Safely precarious, furnish and irrstall all guard marmanry for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without Inclusion, the Occupational Safety and IT.[%Act of 1920 and all rules and mgmemass named pmmmt thereto. Revisif 03TI010