HomeMy WebLinkAbout182515 AMERICAN PUBLIC TRANSPORTATION ASSN - PURCHASE ORDER - 9143748PURCHASE
City of PURCHASE
F6r} CollinsC
PO
ORDER 914374er Page
9143748 7 of 6
This number must appear
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on all invoices, packing
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Date: 07/02/2014
Vendor: 182515 Ship
To: TRANSFORT BUS FACILITY
AMERICAN PUBLIC TRANSPORTATION ASSN
CITY OF FORT COLLINS
1666 K STREET NW SUITE 1100
6570 PORTNER ROAD
WASHINGTON DC 20006
CITY OF FORT COLLINS CO 8052
Delivery Date: 07/01/2014 Buver: 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 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 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
City Of9143748 z of s
' `t Collins This number must appear
on all invoices, packing
slips 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 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).
D. FTA does not require the inclusion of these requirements in subcontracts.
4.FEDERAL CHANGES
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.
&TERMINATION
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
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.wm PO Box 580
Fort Collins, CO 80522-0580
Fort Collins
PURCHASE ORDER
PO Number Page
9143748 3of6
This number must appear
on all invoices, packing
sli ; 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.
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 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.
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 914374er Page
City of PURCHASE
9143748 4 of 6
' `tChis number must appear
` Collins1 1 on all invoices, packing
slips and labels.
(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 _ %. 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)).
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.
&INCORPORATION 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
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 914374er Page
CI�/ of PURCHASE
43748 5 of 6
' `tCollinsr This number must appear
V " on all invoices, packing
sli s and labels.
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.
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.
Line Description Quantity UOM Unit Price Extended
Ordered Price
1 2014/2015 Membership Dues
Invoice 213090 dated 6/2/2014
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
1 LOT LS
Total
Invoice Address:
14,616.00
iLvtItl
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Terms and Conditions
Page 6 of 6
1. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is
ILNONWAIVER.
98-04502, Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of
Failure of the Purchaser to insist upon strict performance of the to. and conditions hereof, failure or delay to
Internal Revenue, Deaver, Colorado (Ref Colorado Review Statutes 1973, Chapter 39-26, 114 (a)
exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a
breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of
Goods Rejected. GOODS REJECTED due m failure In meet specifications, either when shipped or due to dePocts 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 rammed to you for credit and are not to be replaced except upon receipt of written
purchaser to insist upon strict performance here dfor any of its rights or remedies as to any such goods, regaMese
instructions from the City of Pon Collins.
of when shipped received or accepted as to any prior or subsequent default hereunder, nor shall any purported
oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms
Inspection. GOODS we subject to the City i f Pan Collins inspection on amval.
hereof
Final Acceptance. Receipt of the merchandise, services or equipment in overprice to this order can result in
12. ASSIGNMENT OF ANTITRUST CLAIMS
authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL.
Seller and the Purchaser recognize that in actual economic pmetlra, overcharges resulting from aatioust
tgood
ACCEPTANCE is dependent upon completion of all applicable required inspection procedures.
violations are in fact home by the Purchaser, Theretofore, for cause and as consideration for executing this
purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter
Freight Terms. Shipments must be F.0.13., City of Port Collins, 700 Wood St, Fort Collins, CO 80522, unless
acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services
otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight
purchased or acquired by the Purchaser pursuam to this purchase order.
bill must accompany assails. Additional charges for packing will not be accepted.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Shipment Dlmance. Where manufacturers have comfort, points in vmans pans of the country, shipment is
Ifthe Purchase, directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the
expected lrom the nearest distribution point to destination, and excess freight will be deducted from invoice when
Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser
shipments are made firm greater distance,
may camse the work to be performed by the most expeditions means available is it, and the Seller shall pay, all
cents associated with such work.
Permits. Seller shall proems at sellers sole cast all necessary pemtits, certificates and licences required by all
applicable laws, regulations, ordinances and roles of the state, municipal try, territory or political subdivision where
the work is performed, or required by any other duty constituted public authonly having jurididon over the work
of vendor, Seller further agrees to hold the City of Fort Collins harmless from and agaimt all liability and lass
occurred by them by reason of an asserted or established violation of any such laws, regulations, indictment, mites
and requirements.
Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and
complete authority to bind said parties.
LIMITATION OF TERMS. This Parehase Order expready limits acceptance to the time and conditions s.led
herein set firth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by
reference. Any additional or different terms and condition, proposed by seller are objected to and hereby rejected.
2. DELIVERY,
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your
promised delivery, dale as noted. Time is of the essence. Delivery and performance must be effected within the time
,mid on the purchase order and the documents watched hoot.. No acts of the Purchasers including, without
limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay,
the Purchaser shall have, in addtion to other legal and equitable remedies, the option of planing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result .f delays
due 10 causes not reasonably foreseeable which are b fond its reasonable control and without its fault of negligence,
such acts of God, aces ofcivil or military authorities, governmental priorities, fires, strikes, Flood, epidemics, wan or
arts provided that notice .f the conditions causing such delay is given to the Purchaser within five (5) days of the
time when the Seller first received knowledge thereof In the event of any such delay, the date 0f delivery shall be
extended for the period equal to the time actually lost by reason of the delay.
3.WARRANTY.
The Seller warrants that all goods, 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 intended, and
performed with the highest degree of care and competence in accordance with accepted standards for work of a
similar nature. The Seller agrees be hold rate purchaser harmless from any loss, damage or expense which the
Embalmer may suffer or incur on account of the Sellers breach of owmanry. The Seller shall replace, repair or make
good, without best o the purchaser, any defects or faults easing within one (1) year or within such longer peril of
time as may Is, w,saibd by law or by the team of any applicable warranty provided by the Seller after the date of
acceptance of the goods fmished hereunder (acceptance not to be unreawnably delayed), resulting from imperfect
or defective work done or materials Founded by the Seller. Acceptance or use of goods by the Purchaser shall not
constitute a wawa[ of any claim under this waranry. Except as oNmvnse provided in this purchase order, the Sellers
liability hereunder shall extend to all damages proximately caused by the breach of my of the foregoing warranties
or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TERMS.
The Purchase may make changes to legal It. by women change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from
the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such
change affects the amoum doe or the time of performance hereunded, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the
goads hen out shipped, subject to any equitable adjustment between the parties as to any work or materials then in
progress provided that the Purchaser shall not be liable for any claims for anticipated profits on he uncompleted
portion of the goads and/or work, for Incidental or consequential damages, and that no such adjustment be made in
favor of the Seller with respect to any good which are the Sellers standmd stock No such twornmems. shall relieve
the Purchaser or the Seller aCany of their obligations as to any goods delivered hereunder.
]. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment most be asserted within thirty (30) days from the date the change or remhinatian is
ordered.
I. COMPLIANCE WITH LAW.
The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict
compliance with all applicable laws and regulations to which the goods are subject The Seller shall execute and
deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be
incorporated is agreements of this character are hereby incorporated hereto by his mference. The Seller agrees a
indemnify and hold the Purchaser boarders, from all costs and damages suRerd by the Purchaser as a result of the
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign, transfer, or convey this order, or any monies due or become due hereunder without the
Pon, women consent .fine the, pmy.
10. TITLE.
The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and fiend, furnished
I. performance of this agreement, free and clear of any and all liens, restrictions, reservation, security interest
encumbrances and claims ofothers.
The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any allure
resulting from the performance of mch work.
This release shall apply even in the event of fault of negligence of the parry released and shall extend to the
directors, officers and employees of such pate.
The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because
such work is performed or caused to be performed by fire Purchaser.
14, PATENTS.
Whenever the Seller is required he use any design, device, material or process covered by letter, patent, trademark
or copyright the Sol let shall indemnify and save harmless the Purchaser from any and all claims for infringement
by reason of the use of such patented design, 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 10 pay by reason of such
infringement at any time during the prosecution or after the completion of the work. In case said equipment, or
any pan thereof or the imandd use of the goods, is in such suit held to constitute infringement and the use of
said equipment or pan is enjeind, the Seller shall, at its awn expense and at its option, either provide for Ne
Purchaser the right 1. continue using ,,it equipment or parts, replace the same with substantially equal but
noniefringing equipment, or modify it so it becomes turnout
15. INSOLVENCY.
If the Seller shall become insolvent or brawl make an assignment for the benefit of crdi res, appoint a
receiver or museve for any of the Sellers property or business, this order may forthwith be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions of leans used or the interpretation of me agreement and the rights of all parties hereunder shall be
eoustrvd under and K punted by the Taws of the Smite ofColomdo, USA.
The following Additional Conditions apply only in cases where the Seller is to perform work hereunder,
including the services ofSORen Reposenalive(a), on the premises of other,.
17. SELLERS RESPONSIBILITY.
The Seller than carry on said work at Settees own risk until the same is fully completed and accepted, and shall,
in se of any accident, demrudion or injury to the work and/or materials before Seller's final Completion and
aweplmce, complain the work 91 Sellers own expense and to the satisfaction of the Purchaser, When nmteoals
and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive, unload,
store and handle same at the site and become responsible therefor as though such materials andor equipment
were being f ished by the Seller under the order.
18. INSURANCE.
The Seller shall, at his own expense, provide Car the payment of workers compensation, including occupational
disease benefits, to its employees employed on or in connection with the work coveml by Nis purchase order,
suffer to their dependents in accordance with the laws of the 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 inryry and death limits of at least 5300,W0 for any one peoou, $500,000 for any
one accident and property damage limit per accident of S400,000. The Seller shall likewise require his
ontracton, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors
employees shall do any work np.. the premises of others, the Seller shall famish the Purchaser with a certificate
that such compensation and insurance have been provided Such certificates shall specify the date when such
ompensation and insurance have been provided. Such certificates shall specify the date when such compensation
and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after fire
entire work is completed and aoceptad.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind
or nature whosoever he persons or property mused by or resulting from me execution of the work provided for in
this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any
r all of Ne Purchasers ofEcm, agents and employees from and against any end all claims, losses, damages,
charges or expenses, whether drect or indirect and whether to persons or property to which the Purchaser may
be pm or subject by reason of any act, action, neglect, omission or default on the part of the Seller, any of his
commotion, or any of the Sellers or contractors .Beers, agents or employees. In case any suit or other
proceedings shall be brought againd the Purchaser, or its officers, agent or employees at any time on wasnow or
by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or
their officers, agents or employees as aforesaid. the Seller hereby agrees to assume the defense thereof and to
defend the same at he Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses,
any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers,
agent or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or
obtained against the property of the Purchase,, or said parties in or as a leads of such suits or other proceedings,
the Sell,, will at once cause the mime to be dissolved and discharged by giving band or otherwise. The Seller and
his contractors shall take all safety Footsoreness famish and install all guard necessary for the prevention of
accident, comply with all laws and regulation with regard to safely including, but without limitation, the
Occupational Safety and Health Act of 1970 and all roles and regulations issued pursuant thereto,
Revised 03/2DID