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HomeMy WebLinkAbout365107 EPC USA INC - PURCHASE ORDER - 9146464PURCHASE ORDER PO Number Page City, of PURCHASE 9146464 , of 7 ' `tCollins( his number must appear �I " 1 , on all invoices, packing sli s and labels. Date: 1110412014 Vendor: 365107 EPC USA INC 6463 S PRESCOTT ST LITTLETON CO 80120 Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS CO 80521 Delivery Date: 11/04/2014 Buyer: PAT JOHNSON Note: Line Description Quantity UOM Unit Price Extended Ordered Price A-S00002293: Log Manager 1 LOT LS Invoice 4533 AMFC Data Logger Maintenance Renewal DOE Award # DE-OE000357 ARRA/SGIG Funding 10,692.00 SGIG Grant ID# OE0000357 Appendix A under Standard Terms and Conditions for DIR-SDD-853 says: state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code Quoted at 10% off the Alert Logic list price per DIR-SDD-853 contract with the State of Texas. (Pat, this explains why there' s a 10% discount given on the invoice. I think it's good to leave this on the PO. -Ed) 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. It is further agreed that the clause shall not be modified except to identify the subcontractor 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 914646er Page C117/ of PURCHASE 46464 2 of 7 ' `tCollins` his number must packing v ` �7 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 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 Federally 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. 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 Recipient or a subgrantee of the Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the Federal 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 Federal Administrator or his authorized representatives including any PMO Contractor access to Contractors 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 Federal Administrator, the Comptroller General, or any of their duly 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.mm 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 9146464 3of7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. Federal Administrator does not require the inclusion of these requirements in subcontracts. 4.FEDERAL CHANGES Contractor shall at all times comply with all applicable Federal regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and Federal Administrator, 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 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. 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 PO Number Page City, of PURCHASE 9146464 4 of 7 ' `t/ OI lI„C This number must appear ` v L 1 1�7 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 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 Federal Administrator 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 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 Federal Administrator 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 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 Federal Administrator 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 Federal Administrator may issue. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page rCity of PURCHASE 946464 5of7 ' `t Collins( vhis number must appear 1 , on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance, 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 Federal 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 Federally -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. 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 TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by Federal Administrator, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by Federal Administrator, as set forth in FTA Circular4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all Federal 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 Federal terms and conditions. 9.ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 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 PO Number Page Clty, f'Jf 9146464 6 of 7 ' `this number must packing ` Collins1 1 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 10.Conformance with ITS National Architecture To the extent applicable, the Contractor agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and follow the provisions of FTA Notice, " FTA National ITS Architecture Policy on Transit Projects," 66 Fed. Reg. 1455 at seq., January 8, 2001, and any other implementing directives Federal Administrator may issue at a later date, except to the extent Federal Administrator determines otherwise in writing. 2 A-S00002293: Log Review Invoice 4533 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.mm 1 LOT LS 12,960.00 Total $23,652.00 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tennis and Conditions Page 2 of 2 I. COMMERCIALDETAIIS. Tax exemptimas. By statute the Ciry of Fm Collins is exempt from cute aM local taxes. Our Exemption Numbcr is I I. NON WAIVER. 98-01502. Federal Excise Tax Exemption Canifcate of Registry 84-6000587 is registered with the Collmtor of Failure ofthe Functional to insist upon start performance ofthe terms and indium, hereof, failure or delay to Internal Revenue, Denver, Colorado (Rd. Colorado Praised Stores, laid, Chapter 39-26, 114 (a), exercise any rights or mndies provided hereiu or by law, failure to promptly notify the Sella in the met of a breach, the occasi nor of or aymem far goods herwnd, or approval ofthe design, shall not release the Seller of Goods Rejected, GOODS REIECTED due to failure to meet specifications, either when shipped or due to defects of any of Me warranties or obligations of this purchase order and shall not d deemed a waiver of any right of the damage in transit, may be returned to you far credit and are not to be replaced except upon receipt of writer purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless instructions from the City affair Collins. of when shipped, received or accepted, as to any prim or subsequent default hereunder, nor shall any wit oned am] modification or rescission of this purchase older by the Purchaser operate as a waiver of any ofthe terms Inspection. GOODS we subject to the City airport Collins inspection on Woman, hereof. Final Acceptance. Receipt of the merchandise, services oc equipment In response as this older result esult in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fan Collins. However, it is to be understood thatFINAL Seller end the Pendulum, recognize that in aamid economic practice, overcharges resulting ffom amimist ACCEPTANCE is depcdent upon completion ofall applicable required impartial procedmas. violations am in fact Nome by the Pendant. Themofore, for good cause and n considcmtion for executing this puchase older, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Term. Shipments most be F.O.O., City of Fan Collins, ]oo Wood Si, Fon Collins, CO 80522, unless acquired under federal Or state omit., laws for such overcharges relating in the particular goods or services otherwise speared on this order. Harminica is given to Factory freight and charge separately, the,igiend freight purhascd car mquird by the Turchaer pursuant to this paahase old,. bill must accompany homier. Additional char,« for packing will not he accepted. 13, PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distances Where mnurmtums have distributing pointy in ounces pars of the country, shipment is If the Purchaser direr the Seller to morel nonconforming or detective goods by a date m be a greed upon by the expected fa m the nearest distributor point to destination, and excess freight will be deducted fora Invoice when Purchaser and the Seller, and the Seller thereafter imdiwtu its inability or unwillingness m comply, the Purchaser shipments are made fiom Beater distance. may cause the work to be pnfmmd by the most extra do is means available in it, and the Seller shall pay all as. associated with such work. Permits. Seller shall procure at sellers sale cost all narnary Famits, cmificates and licenses required by all applicable laws, regulations, ordinances and mles of the state, municipality, ternary ,, political subdivision where the work is permitted, or required by any Other duly constituted public authority having jurisdiction over fie work of vendor. Seller further agrees to hold the City of Fort Collins harmless Irons and against all liability and lass incurred by them by reason of an arsenal or established violation of any such laws, regulations, ordinances, ales andrequirements. Authmnmtimn. All ponies to this contract agree that the representatives are, in fact, Was fide sal possess full and complete authority to bind said pa Tins. LIMITATION OF TERMS. This Pamhme Order expressly limits acceptance to nor term and conditions sated herein set foM and any supplementary or additional teas and conditions mmexd hereto or inconstancy] herein by referenm. Any additional or Mdrina nueras and conditions proposed by seller are objected to and hereby, rejend 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immcJimely if you cavort make complete shipment to save on your promised delivery date as nosed. Time is of the essence. Delivery and performance must be effedrid within the time stated an the purchase order and the documents attached hereto. No aces of the Purchasers including, without limitation, warplanes of partial late deliveries, shin) Operate as a waiver of this pravisim. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, no Op Iran of placing this order elsewhere and holding the Seller liable fir damages. Howcv,, the Seller shall not be liable for damag, as a result of delays due to causes not reaumably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military canonizes, governmental families, fires, stakes, Rood, epidemics, wars or hots provided that notice of the conditions causing such delay is given to the Purchaser within fee (5) days of the time when the Sell, first received knowledge therai In the event of any such delay, the date of delivery shall be extended for the period expand to the time actually last by reason ofthe delay. 3. WARMNFY. The Sell, Warsaw that all goods, ankles, nationals and work covered by this order will conform with applicable drawings, specifications, samples andtor what descriptions given, will be fit for the purposes intended and performd with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suR or only on account ofthe Sellers breach warrantor, The Seller shall replace, repair or make good, without cast to the purchaser, any defects or faults arising within one (1) year or within such longer peril of time as may be prescribed by law or by the terms army applicable warranty provided by the Seller after the date of acceptance of the goods fmished hereunder (acceptance not to he uureaunably delayed), r«ulling from marcher or defective work done or mammals furnished by the Sell,. Acceptance or use of goods by the Pownser shall an mutitite a waiver of any claim under this warranty. Except is otherwise provided in this purchase order, the Sellers liability hereunder shall extend m all damages proximately around by the breach of any of the foregoing wmmmies or guammees, but such liability shall in no evem include loss ofprofits or loss of tau. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY, 4. CHANGES IN LEGAL TERMS. The Puzzlover may make changes to legal teat by wnnen change Oder. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the teams, other than lead terms, including militians to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change older. If any such char,. w[rds the arrow due or the lime oI performance ance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by women change order, teeminate this agreement w to any or all i anions of the goods then not shipped, subject to any equitable adjustment bowmen the parties w to any work or amends then in progress Provided that the Purchaser shall not he liable for any claims for anticipated profts on the nnmmpleded portion of Ile and, andlor work, for incidental or cons,tuential damage, and dam no such djuarm nt No made in favor arrive Seller with moped to any, goods which art the Sellers suadrd stock. No such myingu ation shall relieve the Purchaser or the Seller army oftheir obligations« many goods delivered hemu . 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be named within thing (30) days form the die the change or catamaran is agreed. 8. COMPLIANCE WITH LAW, The Sell, warrants Out all goods sold hereunder shall have been produced, said, delivered and fumimhed in strict compliance with all applicable laws and re,ulalions 10 which the goods arc subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required in be ncaryormed in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hmmlas from all costs and damages cuff d by the Purchaser as a result of the Sellers failure to comply with such low. 9. ASSIGNMENT. Neither party shill aui,, transfer, or worry this odes, or any mart« due or m barony, due hereunder without the prior wrimcn amount ofthe other party. 10, TITLE. The Sell, vagrants full, clear and unuddcmd title by the Purchaser for OF equipment, maerid , and in. firryuhd n performance of this agreement, free and clear of any and all liens, restrictions, reservations, s arrity interest encumbrances and claims of others. The Sella shall release the Purchaser and its wmmetors of ony tier from all liability and claims Of any mare resulting from the virmmares ofsuch work. This release shall apply even in the event of fault of negligence of the pant released and shall extend 10 the directors, oficr and employees of such parry. The Sellers contractual obligations, including warranty, shall no be deemed an be, reduced, in any way, b,aux such work is performed or caused to d performed by the Pumhmer. 14. PATENTS. Whenever the Seller is required to use any design, device mmeriai or process covered by lamer, patent, tmde rk r copyright, the Seller shall indemnify and save hamleas the Purchaser mom any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or oiler the completion of the walls. In case said equipment, or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its awn expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfingin,equipment, or modify it so it becomes noninfringin, 15.INSOLVENCY. If the Seller shall become insolvent or bankmpl, make an anigvnew far the benefit of creditors, appoint e receiver or an trustee for y of the Sellers properly or business. this order maM y fowbe ith canceled by the Pro beer without liability. 16. GOVERNING LAW. The defaitions ofterws used or the interpretation ofthe agreement and the rights of all arties hcreuder shall be cusesmued carder end governed by the laws of the State ofColomda, USA. The following Additional Conditions apply only in cases where the Sell, is to perform work hereunder, including the services of Sellers Rmarunmtive(s), on the premises Mothers. 19. SELLERS RESPONSIBILITY. The Seller shall any, on said work at Sellers awn risk until the same is fully completed and accepted, and shall, in ease of any accident, destruction or injury to the work andtm mtenah before Sellers final completion and acceptance, complete the work at Sellers own expense and in the satisfaction of the Purchaser. When materials and amipmenl arc fmisshed by others for conallmion car manioc by the Sell,, the Sell, shall receisc, unload store and handle same at the site and became responsible therefor as though such materials andnor equipment were being famished by the Seller under the older 18. INSURANCE. The Sell, shall, at his own expeau, provide for the payment of wahers compensation, including metap howl discuss brncfiu, to its employees employed on or in connection with the work mverd by this purchase order, andmor to their dependents in accordance with the Laws of the state in which the work 6 to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and &orb limits of a1 least S300,000 for any one Person, $500.000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his commons, if any, to provide for such compensation and insurance. Before any of the Sellers ar his contractors employees shall der any work neon the premises of when, the Seller shall fmish the Finance with a certificate Mat such compensalion end immune have been provided. Such certificate shall specify the date when such compensation and insurance have been provided. Such cenifiwtes shall sp,ify the date when such compensation and insurance expires. The Sell, moan Nat such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assure« the entire responsibility and liability for any and OR damage. loss or injury of any kind or aswm whatsoever to perons m Papery, caused by or resulting form the execution afthe walk provided for or flaw puahau older or in ruination herewith. The Sell, will indemnify and hold hamless the Parches,, end any all of the Purchur rWant ts and employees form inan and against my and all claim, losses, damages charges or expenses, whether direct or indirect, and whether to pions or proprly to whim the Purchaser my be put or subject by rerun of any act, action, neglect, omission or default on the pan of the Seller, any of his contractors, or my of the Sellers or contractors officer, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all ws6, charges, ammeys has and other expenses, any end all judgments that may IN incurred by or obtained against the purchaser or any of its or their officers, agents or employees in such suits or other proceedings, nd in case judgment in other lien be placed upon or obtained against the property ofthe Purchaser, or said parties in Or w a malt ofsuch suits or other proceedings, the Seller will at once verse the same to be dissolved ask dischangd by giving bond or otherwise. The Seller and his contractors shall take all safety precautimu, famish and install all guard neressary fat the prevention of accidents, comply with all laws and regulations with regard to today fcludfg, but without limitation, the Formational Safely and Hadth Act of 1970 and all ales and regulations issued pursuant Memo. Revised 07/ 014