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HomeMy WebLinkAbout364298 MHC KENWORTH - GREELEY - PURCHASE ORDER - 9143799PURCHASE ORDER PO Number Page City Of ` 9143799 ' of 7 ' `t Coll Ins This number must appear on all invoices, packing slips and labels. Date: 07/07/2014 Vendor: 364298 MHC KENWORTH - GREELEY 112 13TH ST GREELEY CO 80631 Ship To: OPERATIONS SERVICES CITY OF FORT COLLINS 300 Laporte Avenue Building B FORT COLLINS CO 80521 Delivery Date: 07/07/2014 Buyer: DOUG CLAPP Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Repairs for bus #39 and #45 Two (2) remanufactured Cummins M-11 engines with core charges Ref. quote #0618-2014 Deliver to: Transfort Shop 6570 Portner Road Fort Collins, CO 80525 Contact: Mike Conley ph# 970-221-6205 1 LOT LS 45,247.88 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. Ai'�,lii 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 914379er Page City of PURCHASE 9143799 z of T ' `t Collins This number must appear ` ` 1 1 on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 2.PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3.ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 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 914379er Page City of PURCHASE 43799 3 of 7 ' `t Collins( hisnumber must appear ` v ` �7 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price D. FTA does not require the inclusion of these requirements in subcontracts. 4.FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 5.TERMINATION a. Termination for Convenience The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, or good, events which are not the fault of or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to The City' s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from the City setting forth the nature of said breach or default, the City shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the City from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9143799 4017 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 6.CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination 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) ;i V�; .art i 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 914379er Page City of PURCHASE 9743799 5 of 7 Flirt Collins his number must appear ,�—J`-' " 1�7 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 9.9 %. A separate contract goal [has not] been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. c. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor' s receipt of payment for that work from the City of Fort Collins. In addition, Contractor is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City of Fort Collins and contractor' s receipt of the partial retainage payment related to the subcontractor' s work. d. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. &INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Fort Collins requests which would cause the City of Fort Collins to be in violation of the FTA terms and conditions. 9.GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 City of Fort Collins PURCHASE ORDER PO Number Page 9143799 6 of 7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price By accepting this purchase order, the vendor or contractor certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10.ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 11.ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 et seq. and DOT regulations, " Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, " Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB' s " Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.00m I:I:I 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. COMMERCUV.DEfAILS. Tax exemptions. By sta,e the City of Fort Collins w exempt from state and local axes. Our Exemption Number is I L NON WAIVER. 98-04502, Federal Excise Tax Exemption Certificate of Registry, 84-6000587 is registered with the Collector of Failure of the Purcbaser as insist upon strict performance of the menu and condition hereof, failure or delay to Internal Revenue, Denver, Colorado (Rae Colorado Revised Statute, 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure m promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected GOODS REJECTED due to failure to meets weificalimo, either when shipped or due to defects of any of the watranties a, obligations of this pumhow order and shall not be deemed a waiver of any right of the damage in werent, may be manned in you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict perfomance hersofor any of its rights or remedies as to any such goods, egardless instructions from the City .1 Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purposed ore? modification or rescission of this purchase order by due Purchaser operate as a waiver of any of the tames Inpeatum, GOODS am subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order van reeds in 12. ASSIGNMENT OF ANTITRUST CLAIMS, authorized payment on the Fart of the City of Fan Collins. However, it is to be understood that FINAL t Seller and the Pmchssm recognise that in actual a is practice, oted"as resuhing from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact Home by the purchaser. Theremfo e, for good 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 hereafer Freight Terms. Shipments must be F.O.B., City of Fort Collins, 700 Wood SI., pan Collins, CO 80522, ,Oless acquired under federal or slate intivust laws for such overcharges relating to the particular goods or services otherwise speciticd on this color. Upermission is given to prepay freight and charge separately, the original freight pnmhased or acquired by the Purchaser pursuant to this purchase order. bit[ must accompany invoice. Additional flanges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where nrmnritenrcrs have distributing points in various pans of the country, shipment is Rife Purchaser directs the Seller to reacted nonconforming or defective goods by a doe m be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted tram Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, life purchaser shipments are made from greater distance, may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all coves, associated with such work. Pennies. Seller shall procure at sellers sale cast all necessary permits, certificates and liceasa required by all applicable Iaws, regndatioas, ordinances and roles of the same, municipality, temtory or political aubdivisi.n where The Seller shall break, me purchaser and its contractors of any tier from all liability and claims of my nalum the work is performed. or required by any other duly constituted public authority having jurisdiction over the work resulting from the performance ofsuch work. a vendor. Seller further agrees to hold the City of Fact Collins harmless from and against all liability and loss incurred by them by reason of an assured or established violation of any .ch laws, regulations, ordinances, poles this release shall apply even in the event of fault of negligence of the party released and shall extend to the and requirements demad rs, oRRcers and empbyees of such pony. Acth uccon n. All parries Hi this carmen agree that the representatives are, in fct, bona fide and possess full and The Seller's contractual obligations, including warranty, shall not be dcemned to be reduced, in any way, because complete authority to bind said panics. such work is performed or caused ta be performed by the P... haer. LIMITATION OF TERMS, This Purchase Order expressly herits accmmnce to the tams and emah taw sorted herein set fed and any supplementary or audit,.] an. and conditions mrcxed hereto or incorporated herein by repentant Any additional or different team and conditions pmposed by seller nre objected to and hereby jetted. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance must be eftbcted wilhin the lime stated an tire purchase order and the documents attached hereto. No acts of the Purchasm including, without limitation, acceptance of partial late deliveries, shall operate us a waiver of this provision. In fur event of any delay, the Purchaser shall have, in addition f other legal and equitable remedies, the option of placing this order elsewhere and bolding the Seller liable for damages However, the Seller shall Of be liable for damages as .result of delays due to causes not reasonably f rmaceable which are beyond its reasonable control and without its fault of negligence, such acts of cod, acts of civil or at Henry authorities, governmental primifes, tires, strike, direct. epidemic), wars ar riots provided Nat notice of the conditions causing such delay is given to the purchaser within rive (5) days of the time when the Seller door received knowledge thereof In the event of airy such dabs, the date of delivery shall be extended for to period equal to the time actually loss by reason ofthe delay. 3. WARRANTY. Tire Seller warrants that all goods, articles, materials and work covered by this Order will confirm with applicable dm,imes, specifications, simples inllor other descriptions gtven, will be fit far the purposes intended, and performed with the highest degree of rare and competence In accordance with accepted standards for work of a tailor nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make Said, without cost in the purchases, any defects or faults arising within one (1) year or within such longer Fetid of time as may be prescribed by law or by the rams army applicable wananty provided by Ile, Seller after rise date of acceptance of the good famished hereunder (acceptande not to M macesonably delayed), resulting from imprrlm or defective work dene Or materials famished by the Seller Acceptance or use of goods by the, Purchaser shall not constitute a waiver of my claim under this seminary. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to at I damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no Went include loss of profits or lass of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes In legal terms by wrirren change order. 5. Cl IANGES IN COMMERCIAL TERMS. The Purchaser may make my changes m the eems, other than legal terms. wclif ing addictions m or deletions from the gmmities originally ordered in the specifications or drawings, by vetted or writers change order. If any such change officers me amount due or the time ofpstfarmmce hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wrihen change order, terminate this agreement as to my or all portions Of the goods than an, shipped, subject to any equitable adjustment between the patties as to mry work or materials then in pmgreaa nmvided shut the Purchoser shall and be liable fir any claims for mueipmed pmOu on the umomplemd poni.n of the good andbr work, lot incidental or consequential damages, and deal no such adjustment to made in Favor of the Seller with repair, In any good which are the Sellers standard stock. No such mnmination shall relieve the Purchaser or the Seller of my of,hai, obligations as to any goods delivered hereunder. 7. CLAIMS FOR A W USTMEW, Any claim for adjustment must be asserted within thirty (30) days from the date the change or nomination is ordered. 8. COMPLIANCE WITH LAW, The Seller warrants that all gowns sold hereunder shall have been produced, sold, delivered and famished in strict oro,druce with all applicahle laws and regulations to which life geed are subject. The Seller shall execute end deliver such documents as may be required to effect Or evidoce compliance. All laws and regulations required to be incorporated in agree ent% or this character are hereby incormondu d herein by His refinance. The seller agrees to indemnify and hold the Purchaser harmless from all casts and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, uanfer, or convey Nis order, or any monies due or to become due hereunder without the prior written consent of fire other pray. 10, TITLE. The Seller watmn6 full, clear and unrestricted title to the Purchaser for all equipment, assunials, and items famished in pefurmonce of this agreement, free and clear of any and all liens, restrictions, reserva0nns, mcniiry amount encumbmnces and claims Of others. 14. PATENTS. Whenever the Seller is required to use any design, device, nu¢ried or process covered by [error, pamen, trademark or copyright, the Seller shall indemnify and save harmless the Pu¢hsser from any and all claims for infringement by reason of the use of such patented design, device, mamrial or precess in connection with the contract, and shall indemnify the forehaur for any cast, expense or damage which it may be obliged to pay by raven of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any pan fl creff or the intended use of the goads, is in such snit held Io constimte infringement and the use of said egnipmcnt or an is enjoined, flue Seller shall, at its awn expense and at its option, either procure fir the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, of modify it so it becomes noninGnging. 15. INSOLVENCY. If doe Seller shall become hsolvenl or bmkrupt make an assignment for the benefit of credir000, appoint a receiver or trustee for my of the Sellers properry Or business, this order may forthwith be canceled by the Purehaer without liability. 16. GOVERNING LAW. The definitions ofters used or the interpretation of the agreement and the nglw of all parties hereunder shall be comomed under and governed by the laws of fie State ofColomd., USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services cef Sellers Repressmarive(s), on the premises orations, ❑. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers mea risk. ,it the svna is folly completed and accepted, and shall, in se of any accident, destruction or injury to the work frdlor materials before Seller's final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser %Men materials and equipment are famished by others for instillation or erection by the Seller, me Seller shall receive, unload, ,Hire and handle some al the site and become responsible therefor as though such .,crisis and/., equipment were being famished by the Seller under the order. 18. INSURANCE. The Seller shall,, his own expense, provide for the payment of worker compensation, including occupational discau benefits, to its employees employed on or in connection with the work covered by this purchase order, author to their dependents in accordance with the laws of the state in which the work is to be done The Seller shall also cart, comprehensive gmeml liability including, but nm limited to, contrmmal aM automobile public liability imurance with bodily injury and death limits of at least 5300,000 for any one person, S500,00o for my one accident and pmpeny damage limit per accident of S400,000. The Seller shall likewise require his mmramom, if any, to provide for such compensation and Hammock. Hefre any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a c nfificee that such compensation and insurance hose been prmided. Such ceni e.w, shall specify the doe when such ompmmtion and insurance have been provided. Such counfiates shall specify the rime when such ntmpenation and insurance expires. Pm Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGA W ST ACCIDENTS AND DAMAGES. The Seler hereby assumes the entire responsibillly and liability for any and all damage, lass or injury fany kind at centre whatsoever to persons or pmpeny caused by or resulting from the execution office work provided for in Nis purchase order err in connection herewith. The Seller will indemnify, and held hatmless the Purchaser and my r all of the Purchasers officers, agents and employees from and against any mend all claims, losses, damages, charges or apposes, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by notion Of any act, action, neglect, omission err defaull on the part of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any soil Or .,her proceedings shall be brought nediel the Purchaser, or its Officers, agents or employees at any time on account Or by reams or any an, Glen, neglect, omission or default of the Seller of any of his c,timors or any of its Or their oltirers. agents or employees as aforesaid, the Seller hereby agrees to assume the defease thereof and to defend the state at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments Hurt may be incurred by or obtained against the Purchaser on my of its or their oRcers, agents or employees in such suits or other proceedings, arced in rase judgment Or other ]am be placed upon or obmimd against the property of the purchaser, or said patties in or as a result of such mars err mher proceedings, the Seller will at Once cause the, same f be dissolved and dischaeged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of accidents, comply wit all laws and regulations with regard to safety including, but without limitation, me Occupational Safety and Health Act Of 1970 and all Holes and regulations issued pursamt indent, Revised 03QO[O