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HomeMy WebLinkAbout364298 MHC KENWORTH - GREELEY - PURCHASE ORDER - 9144307Fort Collins Date: 07/29/2014 Vendor: 364298 MHC KENWORTH - GREELEY 112 13TH ST GREELEY CO 80631 PURCHASE ORDER PO Number Page 9144307 1of8 This number must appear on all invoices, packing sli s and labels. Ship To: OPERATIONS SERVICES CITY OF FORT COLLINS 300 Laporte Avenue Building B FORT COLLINS CO 80521 Delivery Date: 07/29/2014 Buyer: DOUG CLAPP Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 1 each remanufactured 1 LOT LS Cummins M-11 engine. Per quote #0618-2014. 2 Core charge 1 LOT LS Deliver to: Transfort Shop 6570 Portner Road Fort Collins, CO 80525 Contact: Mike Conley ph# 970-221-6205 18,163.94 4,460.00 In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal clauses apply to this purchase order. 1.NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be 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 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9144307 2.f8 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2.PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 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 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 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9144307 3 of 8 This number must appear on all invoices, packing sli s and labels. Line Description ..,.o,,.,.rOrdered UOM Unit Price Price copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. 4.FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 5.TERMINATION a. Termination for Convenience The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, or Flood, events which are not the fault of or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions 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 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO PURCHASE ORDER 914430 Number Page City of PURCHASE 9144307 4 °f a F6r} Collins This number must appear ,�—J`_' ` ` on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 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 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 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO PURCHASE ORDER 914430er Page C117/ of PURCHASE 44307 s of a ' `tCollinsr This number must appear ` V on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. TDISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 9.9 %. A separate contract goal [has not] been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a 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. 8.INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT whether or 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 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO PURCHASE ORDER 914430er Page C117f of PURCHASE 9144307 6.f8 t Collins Thisnumber must appear ` " �7 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Fort Collins requests which would cause the City of Fort Collins to be in violation of the FTA terms and conditions. 9.GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By accepting this purchase order, the vendor or contractor certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10.ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 11.ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 at seq. and DOT regulations, " Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, " Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB' s " Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. n P14 i "irr 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 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO PURCHASE ORDER 914430er Page City of PURCHASE 9144307 ' °f a ' `t/ ottins This number must appear �.I 1 1 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 Total Pay terms net 30 days Invoice Address: 94 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 8 of 8 1. COMMERCIAL DETAILS. Tax exemptions. By monde the City of Fort Collins is exempt from state and local taxes. Our Exemption Nomber is 11. NON WAIVER. 98-03502. Federal Excise Tax Exemption Cenificoe of Registry 84fi000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the rem¢ and conditions hembf, failure ad delay to Internal Revenue, Haven, Colomde f ref. Colorado Revised Statutes HU3, Chapter 39-26, 114 (a), exervise my rights or remedies provided harin or by law, failure to promptly notify the Seller in the event of a breach the acceptance of or payment for goods Eercwder or approval of the design, shall not release the Sella of Goods Rejeacid. GOODS REJECTED due to failure to meet specifications, either whom shipped or due to defect of any of the wadamm or obligations of this purchase order and shall not be deemed a waiver of any eight of the damage in hansit, may be renamed to you for credit and are not . be mplaced except upon receipt of wdnen puahueno insist upon short performance hereof or any of its rights or carbides as to my such goads, regardless insr a is u fmm dhc City of Eon Collins. of when shipped, received or accepted, as to any prior or subsequent default hercwder, not shall any purpnned oat modification or rescission of this puchase order by me Purchaser opeam as a waiver of any of the rams Inspection. GOODS are subject o the City of Eon Collins inspection on arival. hereof. Fiml Acceptance. Receipt of the merchandise, serica or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Eon Collins. However, it is ad be understood chat FINAL Seller and the Purchaser mognim that in actual amornic practice, ovechargs northing from actions, ACCEPTANCE Is dependent upon completion of all applicable matured inspection procedures violxtious me in fact bore by the Purchaser. Theretoforefor good cause and m consideration for executing this purchase order, the Seller hereby audgsss M the Purehmn any and all claims it may row have or hereafter Freight Temps. Shipments most be F'.O B., City of Eon Collins, 900 Wood St, Eon Collins, CO 80522, unless acquired Oxides federal or state antitrust taus for such overcharges relating .the pur icula goals or services otherwise speciEN on this order. If,undudian is given to poxf, freight and charge separately, the original bright purchased or acqui,ud by the Purchaser pursuant to this pocbase orde, bill mint accompany invoice. Additional charges for Woking will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment D'suwe. Where reendfurfiders have dhbiboting points in camous pans of the country, shipment is If the Purchaser directs the Seller to m,mt nonconforming or de@cfiw goods by a date to be agreed upon by the expected Bom the nearest distribution point . destination, and excess freight will be deducted from Invoice whim Purchaser and the Seller, and the Seller thereafter indicates its instability or unwillingness to comply, the Purchaser shipments are made fraud grader distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all casts associated with such work. Permits. Seller shall procure at sellers sole cast all necessary permit, certificates and licenses required by all applicable laws, tribulation,, adinances and Mies of the state, municipality, territory, or political subdivision where the work is performed, or required by any other duly constituted public authority having Jurisdiction over the work of vendor. Seller further agrees to hold the City of Fon Collins handles, from and against all liability .cod less incurred by them by rcumn of an asserted or established violation of any such laws, da ulalows, ordinances, rules and rmuiremats. Autbon,m on. All parties to this contract agree that the representatives me, in fact, boon fide and possess rill and omplae authority to bind said pnnlcs. LIMITATION 01' TERMS. '[his Purclmse Order expressly limits acceptance to the terms and conditions stated hart. set Inch and any supplementary or additional terms and conditions waexed brie. or incorporated heroin by reference. Any additional or difTerat terns and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCI IASING AGENT immediately ifyou mount make complete shipment to arrive on your promised delivery date as noted. Time is of the examse. Delivery and performance must be effected within the time stated on the purchase order and the documents attached harm. No ect of the Purchasers including, without limitation, oreplande of partial late deliveries, shall mean as a waiver ofthis provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this .,it. elsewhere and holding the Sella liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond is reasonable tonal and without its fault ofnegligence, such acts ofGad, acts ofeivil or military authorities, gmacturmomfal priorities, fires, strikes, flood, epidemics, ears or fiats provided that notice of the conditions causing such delay is given to the Purchaser within five (5) dap of the fire when the Seiler first received knowledge thereof In the event ofany such delay, the dam ofdelivery shall be a dmded for the period equal. the time actually los, by team. offl a delay. 3. WARRANTY. The Sella warrants drat all good, articles, materials end work coveml by this older will conform with applicable drawings, specifications, sample arWo, after descriptions given, will be fit for the puryus intimded, and Performed with the highest degree of are and competence in accordance with accepted standad for work of a similar nature. The Seller agrees . hold the purchaser hamdess fixed any loss, damage or eapeme which the purchaser may ea@r or idea, an account of the Sellers breach of.ty. The Sella shall replace, repair or make good, without cosuu the pumhsseq any defect we fault cost, within one (I) year or within such longer period of time at may be prescribed by law at by the moms of any applicable wam9nty provided by the Sella after the date of acceptance of the good famished hncmala (acceptance not to ad umrawmably delayed), resulting fmm =Mint or detective work done or materials famished by the Seller. Accelerance or fuse of gaud by the Purchaser shall not constitute a waiver ofany claim under this warranty. Excreter as otherwise provided in this purchase order, she Sellers liability hereunder shall extend to all damage personally caused by the breach of any of she foregoing warranties or Resources, but such liability shall in no event include lass of profits or lass of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CI TANG ES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any chnngas to the terms, other than legal terms, including additions an m deletions firm the gnunibies originally ordered in the spcoi0aoions or drawings, by verbal or written change order. H any such change affects the amount cover the time of perunniance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, wramen, this agreement as to any or all portions of the goods then cal shipped, subject to any equitable adjustment between the parties a to any work or materials then in progress unstated mat the Puchaser shall :rat be liable for my claims for anticipated profits on me uncompleted portion of the good and/or work, for incidental or consequential damages, and mat no such adjustment be made in favor of the Seller with actual to any ga+d which we the Sellers standard stock. No such temiire inn shall relieve the Tambora or the Sella of any oftheb obligations as 1. any good delivered hereunder. ]. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most he asserted within thirty (30) days fmm the date the change or termination 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 add regulations to which fie goods are subject The Seller shall execute and deliver such document u may be tequirtd to effect or evidentt compliance. All laws and regulations required to be incorporated in attainments of this tharzrer are hereby incoryonted herein by this referimce. The Seller agrees to indemnify aftd hold dre Purchaser hornless fmm all most and damages suffered by lie purchaser as a result orthe Sellers failure. comply with swh law. 9. ASSIGNMENT. Neither party shall assign, detailed, or convey this order, or any monies due or to become due heeundes without the poor wdnen consent of the other party. 10. TITLE. The Seller warns full, clear and umsi tad tide. doe Purchaser for all equipment materials, and items fumishmf in perform a of this ageement fur nun clear of my and all liens, restrictions, resonation, security harder encumbrances maid dims fothers. The Seller shall rclemc the Purchaser and it c n edctors of any an Gina all liability and claims of any nature resulting from the performance ofauch work. This release shall apply even in the event of fault of negligence of the puny released and shall extend to the directors, of icas and employees of such party. The Seller's contractual abligmimns, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATEN IS, Whenever the Seller is required m use any design, device, demand or process covered by liter, patent, trademark copyright, the Seiler shall indemnify and save haemless the Purchaser from any and all claims for infringement by reason of the use of such pamnted design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cast, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In base said ryuipmem, or any pan thereof or the intended use of the goods, is in such suit held to conslMte infringement and the use of said equipment or pan is enjoined, the Sella shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pun, replace the same with substantially equal but nominfdnging equipment or modify it we it becomes amonfringing. 15. INSOLVENCY. If the Sella shall become insolvent or batnkrupt make an assignment for hie benefit of creditors, appoint a receiver or us trtee for any of the Sellers property or business, this order may forthwith ad canceled by the Purchases without liability. 16. GOVERNING LAW. The definition of terns used or the interpretation affix, agreement and the rights of all p rris heram er shall be command under and governed by for laws of hie State ofColomdo.USA. The fallowing Additional Condition apply only in cues where the Sella is . perfamt work heeeunder. including due services of Sellers Reptrsentativend, on the penises ofodam. 17. SELLERS RESPONSIBILITY. Tax, Sella shall carry oa said week at Sellers an risk until the same is fully completed and accepted, and stall, in case of any accident, destruction or injury to the week analJ'or materials before Sellers final completion and acceptmce, complete the work at Sellers own expense and . the satisfaction of me Purchaser. When materials and equipment we famished by others for ventilation at common by the Sella, the Seller shall receive, unload, store and handle same at the site and become drspomible therefor as though such maddak andor equipment were being famished by the Seller under the order. 18. INSURANCE. The Seller shall, m his own expense, provide far the payment of workers compensation, including occupational disease benefit, . its employees employed on or in connection with the work covered by this purchase order, andsor to their dependents in accordance with the laws of the suite in which the work is to be done. The Seller shall also carry comprehensive general liability including, bur not limited., commercial and automobile public liability insurance with bodily injury and death limits ofen least $300001 for any one person. S500,004) for any one evident and property damage limit peraccident of $400,000. The Seller shall likewise require his carnations, if any, to provide for such compensation and insurance. Before any office Sellers or his contracts employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a cardicam that such compensation and insurance have been provided. Such certificates shall specify the date worn such compensation 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 the entire work is completed and accepted. I a. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes no entire respomibiliy and liability for nay and all damage, loss or injury ofany kind or wart whatsoever to persons or property caused by or resulting fmm no execution of the work provided for in this purchase order or in mnncaisn herewim. The Seller will h:dewnfy and hold M1arnless the Purchaser and any r all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expensess whether direr or indirect, and whether to persons or propmy in which the Purchaser may be Put or subject by reason of any an, action, neglect omission or default on the pan of fee Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees In cat any suit or other pracralings shall be brought against the Pashaer, or its orators, agent or employees at any time on account or by reason of nay act action, initial, omission or default of the Sena of any of his contractors or any of its or then appears, agent or employees as aforesaid, the Sella hereby agrees .assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, chugs, moment, fees and other expenses, any and all judgment that may be incurred by or cbfained against me Purchaser or any of its or their olEcers, .gent or employees in such suis or omen proceadivgs, and in rase judgment or omen lien be placed upon or cbmiad against the property, of de, Purchaser, or said panic. or as a result ofsuch suits or other proceedings, the Sella will at once reduce the same to be dissolved and dischagal by giving bond or otherwise. The Seller and his contactors shall fake all safety precaution, famish and iettall all gdmdx necessary for the prevention of accident, comply with all laws and regulations with regard to salary, including, but without limitation, for Ocaapatimed Safety oral Hallh Act of HUO and all roles aial regulatoss issued pursuant thereto. Revised 07Q014