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HomeMy WebLinkAbout295020 PRODUCTIVE SOLUTIONS - PURCHASE ORDER - 9142662PO PURCHASE ORDER 914266er Page C117/ of PURCHASE 42662 'of 6 ' `t Collins/ his number must appear ` v 1 1 on all invoices, packing sli s and labels. Date: 05/13/2014 Vendor: 295020 PRODUCTIVE SOLUTIONS 59 DAMONTE RANCH PKWY #13-339 RENO NV 89521 Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 FORTNER ROAD CITY OF FORT COLLINS CO 8052 Delivery Date: 05/13/2014 Buyer: WILSON, JILL Note: 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 GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by 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 Program Fraud and False or Fraudulent Statements or 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. 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.wm Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page Clty, Of 9142662 2 of 6 ' `t Collins on all invoices, must appear ` on all invoices, packing sli s and labels. 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 Slates 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.FEDERALCHANGES 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. 53ERMINATION A.Termination for Convenience (General Provision) The (Recipient) 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 (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs. B.Termination for Default [Breach or Cause] (General Provision) 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 (Recipient) 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 (Recipient) 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 (Recipient), 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 (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] 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 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 914266er Page CI�/Of 9742662 3of6 Flirt Collins I ins This number must appear !V`I ` V " 1 1 on all invoices, packing sli s and labels. If Contractor fails to remedy to (Recipient)'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 (Recipient) setting forth the nature of said breach or default, (Recipient) 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 (Recipient) 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 (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. E.Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. F.Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and, accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. G.Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and 6.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 _ %. A separate contract goal [of _ % DBE participation has] [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)). 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 Number Page City.of PURCHASE ORDER 9142662 40f6 ' ` Coll` Ind+ This number must appear ` �7 on all invoices, packing sli ; and labels. c. (If a separate contract goal has been established, use the following) Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following [concurrent with and accompanying sealed bid] [concurrent with and accompanying an initial proposal] [prior to award]: 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the bidder/offeror' s commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor s commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. [Bidders][Offerors] must present the information required above [as a matter of responsiveness] [with initial proposals] [prior to contract award] (see 49 CFR 26.53(3)). (If no separate contract goal has been established, use the following) The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. d. 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, [the contractor may not hold retainage from its subcontractors.] [is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.] [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.] e. 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. 7.I1NCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS 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 E, 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 (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. 8.CARGO PREFERENCE REQUIREMENTS Cargo Preference - Use of United States -Flag Vessels - The contractor agrees: a. to use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill - of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National 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 Clty, Of 9142662 5 of 6 ' `t Collins VOI lI ns This number must appear ` on all invoices, packing sli s and labels. Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill -of -lading.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 9.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. - 10.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. Line Description Quantity UOM Unit Price Extended Ordered Price Disabled Passes x 1,350 1 LOT LS 2,657.50 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.00m Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Page 6 of 6 1. COMMERCIALDETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from suite and local taxes. Our Exemption Number is 11. NONWAIVER. 98-04503. Federal Excise Tax Exemption Certificate of Registry 84-sOl) 58] is registered with me Collector of Failure of the purchaser to insist upon artist pMonnance of the corms and conditions hereof, failure an delay to Intemu Revenue, Dmveq Colomda (Ref. Colorado Revived Surfaces 1973. Chapter 39-26, 114 (a), exercise any rights or remedies pmnded hmbr or by law, failure to promptly notify the Seller an the event of a breach, the acceptance of or payment for goods hereunder or approval office design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure m meets wrifitumes, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any tight of the damage in transit, may be returned to you for credit and are not to be replaced except upon receipt Of written purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, recrived Or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or reuission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection an removal. hereof Final Acceptance. Rmelpt of the merchandise, services or equipment in reshenr, to this order can mutt in 12. ASSIGNMENT OF ANTITRUST CLAIMS, authorized payment oa the pan of the City of Fort Collins. Howo.of, it is to be understood that FINAL Seller sod the Purchaser reeognaze that in actual aromatic practice, rcharges faulting from mto=, ovegood ACCEPTANCE is dependent upon completion ofall applicablem required inspection Oawadu, violations ere in fact home by the Purchaser. Theretofore. forouse and m consideration for executing this pmuuase order, the Seller hmby assigns to the Purchaser a, and all claims it may now have or bereafler Freight Terms. Shipments mum ho F.O.B., City of Tom Collins, 70) Wood St, Fort Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods in services Otherwise s unifid oa this order. If pennusion is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuanuo this purchase color. bill must accommnv invoice. Additional chances for Decking will not To accepted. Shipment Distance. Where manufacturers have distributing points in various as of the country, shipment is expected from the nearest distribution paint to destination, and excess freight will ho deducted from Invoice when shipments are made fin. b afar distance. Permits. Seller shut procure at sellers sale cost all necesmry pennies, certificates and licanses required by all applicable taws, regulations, ordimnces and roles of the state, municipality, territory or political subdivision where the work is cent d, or required by my other duty considered public authority having Foundation Lion over the work of candor. Seller fuller From to hold the City of Fan Collins harmless from and against all liability and 1. incurred by them by reason or an warned or established violation of my such laws, regulations, onducco s, roles .ad requirements. Authorimtion All parties to this come m agree shot the represenativas are, in fuel, bona fide and possess full and omplcle aulhotity to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the arms and conditions stated herein set f nh and any su,spleme.nry or additional forms and conditions annexed hereto or incoporated herein by reference. Any additional m different emos unit c— itions proposed by s Hot are objected 10 and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT Immdfrely if you cannot make complete shipment to active on your promised delivery date as pled. Time is of the essence. Delivery all performance must be eRected within Be, time stated on the purchase order and the documents molest hereto. No aces of the Purchaeos including, without limitation, acceptance ofpcnial late deliveries, shall opmre as a waiver of this provision In the event of any decoy, the Purchaser shall have, in addition to other legal and equitable pro edics, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a mull of delays due to causes act easonably foreseeable which are beyond its mmmfble control and without its fault of negligence, such acts of God, acts ofcivil or military nuthorities, governmental priorities, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Porchasa within five (5) days OI'the time when the Seller first received knowldge thereof. In the event Of any such delay, the dose of delivery shall be extended for the period egml to the time ecnially last by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials all work covered by this order will conform with applicable drawings, specif tiom, samples adiron other descriptions given, will be fit for the purposes intended, and Impomnd with the highest degree of cave and comperence in accordance with acreptd standard for work of a similar extort. The Seller agrees to hold the purchaser harmless from my lass, damage or expense which the Purchaser may suR or incur on account of the Sella breach of w.mnty. The Seller shall replace, repair or make good, without cost to the purchaven any de@c¢ or faults wising within one (I) year or within such longer peiod of time as may coca prostrated by law or by the tears ofany applicable warranty provided by the Seller alter the date of acceptance Of the goad famished hereunder (acceptance not to be verve caumbly delayed), manting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of Goods by the Purchaser shall not constitute a waiver of any claim under this wer-any. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wmantics or guarantees, but such liability shall in no eve. include loss of profits or loss of pose. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser my make changes to legal toms, by women change order 5. CHANGES IN COMMERCIAL TERMS. The Perchance may make my changes to the from, other than legal temLs, including additions to or deletions from the quanfidini originally Ordered in the specifications or drawings, by verbal or wrinen change order. If any such change aHecn the amount due or the Time ofponfin man r, hereunder, an equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all p arumos of the goad then not shipped, subject to any quitable adjustment between the parties as to any work or materials then in progress Provided that the P.chsser shall not be liable for any claims for anticipated profits on the uncompleted Potion of tlfe good mdsor work. for incidental Or comegmmund damages. and that no such adjustment Ise made in favor of the Seller with mpeet 1. my good which are the Sellers standard stock. No such fcmrfimion shall relirve the Purchaser or doe Seller Ofmy affiliate obligatims as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assured within thirty (30) days from the dam th< change err lerminatim is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations m which the good era object. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. NI laws and regulations regdred to ho ncorpomad in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold rho Purchaser harmless tom all costs and damages suffered by the Purchases as a mutt of the Sella failure to compty with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior women consent ofee other party. 10. TITLE. The Seller warrants hall, clear and amostrined title to the Purchaser for at equipment materials, and items fumishd in perfurmmce of this agreement, free and cleat of my and all liens, restriction, reservations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Sellef m conccr nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Sept, the,eaflem indicates its inutility m unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs assaciad with such work. The Seller shall release the Purchaser and its contrecrom of any tier farm all liability and claims of any nafare mulingf the pert vice ofoch work. This release shall v,Iy even in the no, of fault of negligeme of rho parry released and shall extend to the directors, officers and employees of such party. The Seller's contractual obligations, including warranty, shall not he deemed to ho reduced, in any way, becmu such work is performed or caused to to performed by the Purchaser. 14. PATENTS. Whenever the Seller is a,mox] to use any design, device, m nan.1 or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser tram any and all claims for infringement by reason of the use of such Wanted design, device, mrneial or process in connection with the common, and shall informally the Probation for any cost expense or damage which it may be obliged m pay by reason of such infringement an any time doing the prosmmion or after the completion of the work. In raw said equipment, ar any pan thereof or the incendal use of the good, is in such suit hold to constitute infingement and the use of said equipment or pm is enjoined, the Seller shall, at its own expense and at its option, cifer procure for the Purchaser the night to continue using said equipment or pans, returns the same with substantially egml but roniafinging equipment, or modify it so it becomes noninfringing. 15, INSOLVENCY. If the Seller shall become insolvent Or brout pt, make an assignment for the benefit of creditors, appoint a vocover err trustee for any of the Sellers polpmy or business, this order may forthwith be cancelod by the Purchaser without liability. I& GOVERNING LAW. The defwtions ofr. read m the interpreufon of the agreement and the rights of all parries hereunder shall to coostrvd ands and govemrd by the laws office State of Colorado, USA. The following Addrioml Conditions apply only in cases where the Seller ex to pert work horelmde, inducting the services ofSellm Repreumarive(s), on the prtmisrs of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the same is fully completed and viceptd, and shall, in e of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Sellers awn expense and to the satisfaction of the Purchaser. When mateials and equipment art furnished by others for imulliamn of faction by the Seller, the Seller shall ramve, unload, score and handle same at the site all become responsible theafor as though such maeials mdror equipmem were being Soft by On, Seller fodm the order. I B. INSURANCE. The Seller shall, or his own npenve, provide fro the paMmt of wurkm compensation, including occupatioml disease benefits, to its employees employed on or in connection with the we& covered by this purchase order, anltor to their dependants in accordance with the laws of the sum in which the work is to be done The Seller shall also carry comprehensive Sound liability including, but not limited to, contractual and automobile public liability ins rev a with bodily injury and death limits of at least S300.W0 for my one Person, $500,000 for my one accident and property damage limit per accident of $400,000. The Seller shall likewise require his contractors, if any, w provide for such compemaion and insurance. Before my Of the Sellers or his contractors employees shall do any work upon the premises ofculfers, the Seller shall hamish the Purehmer, with a certificate that such compensation and insurance have been provided. Such cemficam shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the dam when such compensation and imurmce expires. The Seller agrees tier such compensation and imerance scull be, maintained omit after the moire work is completed cod accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby as tames the entire responsibility and liability far my and all damage, loss or injury oferay kind or nature whatmover to persons, or poperty caused by or mulling from the execution of the work provided for in this purchase order or in connection herewith. The Seller will imdemnify and hold bamless the Purchaser and my r all of the Purchasers officers, agents and employees from and againsl any and all claims, lasses, damages, charges or exporters, whether direct of indirect, and whether to permits or property to which the Purchaser may be par or subject by mesa. of any act, vcfiun, neglect, omission or defmlt on the pan of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employers at any time on account or by reason of my act, action, neglect, omission or default of the Seller of my of his contractors or my of its in their officers, agents or employees as aforesaid, cite Seller hereby agrees m assume Be, defense thelmf and to defend the same in the Sella own expense, to toy my and all costs, charges, upprou s fees and other expenses, any and all judgments than may be dcumd by or obtained against the Puahsser or my of its or their olficm, agents or employees in such suits err When pecedmits, and in Naar, judgment or other lam be placed upon or obtained ay a., the property of the Purchaser, or said pmia in or as a If of such more or ruff, promposha s, the Seller will at once cause the same to be dissolved vd disclurgd by giving band or otherwive. The Seller and his contractors shall take all salary precannum, hamish and insult all guard corrosion, for the prevention Of accidents, comply with all laws and regularo s, with regard to safety indudng, but wolu m limimtim, the Occupmdnal Safety and Health Act of 1970 and all roles and regulations issue pursuan, thereto. Revised 03M10