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HomeMy WebLinkAbout101127 4-K PAINTING & DRYWALL INC - PURCHASE ORDER - 9145746City of Fort Collins Date: 10/06/2014 Vendor: 101127 4-K PAINTING & DRYWALL INC 2900 GALWAY DR LAPORTE CO 80535-9332 PURCHASE ORDER PO Number Page 9145746 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: 10/03/2014 Buyer: DOUG CLAPP Note: Line Description Quantity UOM Unit Price Extended Ordered Price Transfort Fuel Island 1 LOT LS 1,224.00 Repair damage cause by Poudre School District. Repair and prime sheet rock. 2 Repair water damage 1 LOT LS 1,984.00 Demo and install 5/8 sheet rock. Tape and finish. 3 Repaint entire ceiling 1 LOT LS 1.795.00 4 Lift rental 1 LOT LS 688.00 reference quote dated 8/11/14 Contact: Mel Winden 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 9145746 2 of 8 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal clauses apply to this purchase order. 1.NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2.PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 at seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the 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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.mm Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO PURCHASE ORDER 914574er Page C117f of PURCHASE 45746 3 of 8 ' `tCollins/ This number must appear V " on all invoices, packing sli i and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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.FEDERALCHANGES 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 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 closeout 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 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 of PURCHASE ORDER PO Number Page 9145746 4 of 8 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to The City' s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (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 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 914574er Page C117/ of PURCHASE 45746 s er a Flirt Collins( his number must appear /�,,!"_`�J`, ` V " 1 1 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7.DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 9.9 %. A separate contract goal [has not] been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a 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 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 Emaifpurchasing@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 914574er Page CI�/ of PURCHASE 9145746 6.f8 ' `tChis number must appear ` Collins1 1 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 (NON PROCUREMENT) 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 et 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@fogov.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 914574er Page CI�f of PURCHASE 45746 7 of a ' `tCollins( his number must appear V �7 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price seq. and DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB' s " Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Condilions Page 8 of 8 1. COMMERCIALDEFAU-S. Tax emmptions. By statute the City of Fort Collins is exempt fmm stare and 1na1 nixes. Our Exemption Number is I L NON WAIVER. 98-04502. FNe red Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of den purchaser or insist upon ands. psa mrance of fe berms and cotdiums, hereof, failure or delay 10 Interior Revenue, Deaver, Colorado (Ref. Colorado Raised Statutes 1973, Chapter 39-26, 114 (a). exercue my rights or remedies provided herein of by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods bereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall aot be deemed a waiver of my right of the damage in transit, may be remmcl m you for credit and are not to be replaced except upon receipt of wrihen Purchaser to insist upon sme, pafommr¢e banner any units rights or remceics as to any such goods, regardless instructions from the City of Fort Collins, of when shipped, received or accepted, as in any prior or subsequent default hereunder, nor shall any purported oral modification or remission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject a the City airport Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, same. or ecripmm, in response to this order ran real, in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorised payment on the pan of the City of Fri Collins. However, it ¢ to For understood that FINAL Seller and the Purchaser cargo- that in actual n is practice, overcharges resulting from -It.' ACCEPTANCE is dependant upon completion of all applicable respond inspection pea rma. viola.ioas arc in far, home by the Purchase, Theretoforenforrgood cause and as consideration far executing this purchase Oder, the Seller Irereby assigns to the Purchaser any and all claims it may now lave or hereafter Freight Terms. Shipments must M F.C.N. City of Fear Collins, 700 Wood St., Fun Collins, CO 80522, unless aquird abler felecal or state mahout Imas fan such overcharges relating to the particular goods or smiea otherwise specified on this order. Upermission Is given to prepay, freight and charge sepambely, the original freight purchased or acquired by den Purchaser pursuantto this purchase Oder. bill must accompany invoice. Additional charges for picking will nit be accepted. 13, PURCHASERS PERFORMANCE. OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in enc us pans of the country, soprano is Ifthe Purchaser directs the Seller to correct nonconforming or defective goods by a dre to be agreed upon by the expected from 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 m comply, the Purchaser shipments are made from greater distance. may cause the work to be perfumed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cast all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and roles of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction ova the work of vendor. Seller further agrees to hold the City of Fort Collins harmless from and again&, all liability and loss inured by them by reason of an atoned or established violation of any such laws, regulations, ordinances, roles and requirements. AuOwr ration. All panics ro this commad agree that the representatives are, in fat., bow fade and possess full and complete authority to bind said panic. LIMITATION OF TERMS. This purchase Order expressly limits acceptance to the terms and conditions staid herein set forth and any supplementary or additional menu and conditions ennead hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and bomb, rejected. 2. DELIVERY. PLHi SE ADVISE PURCHASING AGI7N1immediately if you cannot make complete shipment to Vice on your promised delivery data as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver ofthis prevision. In the event of any delay, the Purchaser shall have, in ddition souther legal and equitable readies, the option ofplaeing this order elsewthem and holding the Sella liable for damages. However, the Seller shall not he liable for dnnages res is resent of delays due to causes not reassembly f ecable, which are beyond its reamnble control and without its fault of negligence, such acts of God, aces ofeivil or military authorities, governmental mamities, foes, strikes, Hood, epidemics, wars or riots Provided that make of fe conditions rousing such delay is given ro the Purrtmer within five (5) days of the time when the Seller first received knowledge therm[ In the event of my such delay, the date of delivery shall be extended for the period egml to the time actually I., by reason offa delay. 3. WARRANTY. The Seller warrants that all goods, asides, materials and work covered by this order will conform with applicable drawings, specifications, samples maker other descriptions given, will be lit for the purposes intended, and performed with the highest degree of cart and competence in accordance with accepted standards for work of a similar namre. The Seller agrees to hold the purchaser homeless from any lass, damage or expense which the Purchaser may stiffer or incur oa account of the Sellers breach cf wmranty. The Seiler shall replace, repair or make good, without cost to the purchases my defects or faults maiV within one (I) year or within rich longer peril of time as may be prescribed by law or by no terms of my applicable warranty provided by the Seller offer the date of acceptance of the goods fumand hereunder (azceptavice ear in be unreasonably delayed), resulting from impec t or defective work done or materials famished by Ile Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of my claim under this warranty. Except as ofemise Provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately causal by the breach of my of the foregoing warranties or guarantces, but such liability shall in no event include loss of profits or lose of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order 5. CHANGES IN COMMERCIAL TERMS. The Purchaser an may make y changes to the terms, other than legal temp, including additions to or deletions fmm nli the quolies originally ordered in the specifications or drawings, by verbal or written change area If my such change affects the amoral due M the time of performane hereunder, an equitable d feces. shall be made. 6. TERMINATIONS. The Purchazer may at my time by written change order, temrireate this agreement as to any or all potions of the goods then not shipped, subjectao any equitable adjustment between the Panic as to my work or materials then in progress provided than the Purchaser shall not he liable for my claims for anticipated pofin on the uncompl.ed games of the goods -Nor work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stack. No such b rnumnion shall relieve the Purchaser or the Seller of any of their obligations as be any goods delivered hereunder. G. CLAIMS FOR ADJUSTMENT. Any claim for adjustment mast be asserted within thirty (30) days Irani the dam the change or termimlion is ordered. S. COMPLIANCE WITH LAW. The Sella wime nts that all goods sold hereunder shall have been guidance, sold, delivered and fnrdslad in strict compliance with all applicable laws and regulations to which the goods me subject The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations wormed m M incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees 10 indemnify, and hold the Purchaser haemleas from all costs ad damages surfaced by the Purchaser as is hand, of the Sellers failure m comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or my monies due or to became due hereunder without the prior written consent of the other party. 10. TITLE. The Sella, wanems full, clear and unrestricted rifle to Ile Purchaser for all equipmeat materials, and items famished in performance of this agreement fr= and clear of my and all liern, restrictions, reservations, security interest acumbrmcas and claims archon. Ile Seller shall release the Purchaser and its contractors of my tier Form al I liability and claims of any nature resulting from the performance of such work. This renewer shall apply even in the event of fault of negligence of the perry released and shall extend to the directors, offices and employees of such pony. The Sellers mntmormal obligations, including wasanry, shall not be devoted to b, tcead, in any way, because such work is performed at caused to he performed by the Purchaser. 14. PAT'ENTS. Whenever the Seller is required to use my design, device, material n process covered by letter, parent trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from my and all claims for infringement by reason of the use of well p onad design, device, material or process in connection with the comme , and shill indemnify the Purchaser for my cost, 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 case said.luipment or my .an thereof or tee intended use of the goods, is in such suit held to comtimm infdngemen, and the use of mid equipment or pan is enjoined, the Sella shall, at its own expense and at its option, either praeum for the Purcchaser to right to comments, using said equipment or parts, replace the same with substantially cowl but noninGnging equipment, or modify it sac it becomes aminGnging. IS. INSOLVENCY. If the Sell. shall hecanrc insolvem or leadrupt make an assigmnen, for de brief of creditors, appoint n receiver m nustce for my of the Sellers pmperry, or business, this order may frMwith be canceled by tee Purchase without liability. 16. GOVERNING LAW. The definitions of teens used or the interpretation ofthe agreement and the rights of all parties hereunder shall be construed seder and govemed by the laws of the Seam of Colorado, USA. The following Additional Conditions apply only in where the Seller is to perform work hereunder, including tee services of Sellers Repraeentoo (s), on Ilecases prem¢es ofothcrs. 17. SELLERS RESPONSIBILITY. The Seller stall cary, oa said work at Sellers own risk mat the same is Silly completed and accepted, and shall, in case of my accident, destruction or injury to the ward real materials before Sellers Jim[ completion ad azaptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment are fumisled by others for installation in erection by the Seller, tM Seller shall wh eive, modern, store and handle same at the site and become responsible therefor as though such materials ankor equipment were being fthembd by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the pmouth, of workers em Vensalim, Metal, occupational disease benefits, to its employees employed on or in correction with the work covered by this purchase order, maker 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, communist and automobile public liability immune with sally injury and death limits of at least S300.000 for my one person, $500,00o for any accident and property damage limh per accident of S400t000. The Seller shall likewise require his chntmemrs, if any, to preside far such compensation and insurance. Before my of the Sellers or his cov.a. employees shall do any work upon the premiss of others, the Seller shall furnish the Purchaser with a certificate tam such ex mpernsamis as insurance have ban provided. Such certificates shun species the date when such compensation and insurance have been provided. Such cenifcam shall specify the date when such compensation and insurance expires. The Seller agrees thal such coreparaccum. and iccommu a shall be maintains it aRa the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. 'foe Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind r nature wlmtsaeve, to persons or property, caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Purchasers ofcers, agents and employees from and against mry and all claims, losses, damages, charges or expenses, whether direct or indirect and whether to persons or property W which the Purchaser may be put err subject by remain of any net, action, neglect, omission or default an the pan of the Seller, my of his containers, in any of the Sellers at contractors officers, agents or employees. In case my Suit Or other proceedings shall be brought apiarist the Purchaser, or its officers, again or employees at my time on account or by reason of my act action, neglect, omission or default of the Seller of my of his conlramors or my of is or their afters, agents or employees as aforesaid the Seller hereby agrees an assume the den thereof and to defend the same at the Sellers own cxpcme, to Pay my and all cosh, charges, momcys fees and other expenses, my and all jud nnens that may be incased by or obtained against the Purchaser or my of its or their ofca&, agents or employees in such suits or other proceedings, and in case judgment or other lim be placed upon or obtained against the porosity of the Purchaser, or said panics in or as a result of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discla tged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all guards reaessary fur the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all riles and regulations issued pursuant thereto. Revised 07R014