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HomeMy WebLinkAbout280471 WINGFOOT COMMERCIAL TIRE SYSTEMS LLC - PURCHASE ORDER - 9146605Fort Collins Date: 1111212014 Vendor: 280471 WINGFOOT COMMERCIAL 621 A STREET GREELEY CO 80631 PURCHASE ORDER PO Number Page 9146605 tof8 This number must appear on all invoices, packing sli s and labels. Ship To: FLEET SERVICES - MAIN SHOP TIRE SYSTEMS LLC CITY OF FORT COLLINS 835 WOOD ST FORT COLLINS CO 80521 Delivery Date: 11/10/2014 Buyer: DOUG CLAPP Note: Line Description Quantity UOM Unit Price Extended Ordered Price I Blanket Order Misc Parts To cover the cost of miscellaneous parts/tires for Transfort for fiscal year 2014. All deliveries shall be made upon request of City Parts department only. All deliveries to be accompanied by an invoice or packing slip. This purchase order is for the procurement of goods and/or services, as needed during the current fiscal year. Dollar amounts specified are estimates and not a promise to purchase any minimum amount of goods and/or services. 1 LOT LS 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 i�r rrt r� 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 9146605 2efe 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 PURCHASE ORDER PO Number Page City, of PURCHASE 9146605 3 of 8 F6r} Collins This number must appear ,�—,J`-, ` on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered 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. 53ERMINATION 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 PURCHASE ORDER PONumberPage PP C117f of PURCHASE 9146605 a of a `6rt Collins This number must appear ,t—J`-' ` ` �7 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 at seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with 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 9146605 5 of 8 This number must appear 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. 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 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 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 City of Frt Collins PURCHASE ORDER PO Number Page 9146605 60f8 This number must appear 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. 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 914660er Page C117/ of PURCHASE 46605 7 of 8 ' `tCollinsI his number must appear V " 1 1 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price i;1n,i.4 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 $20,000.00 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 Conditions Page 8 of 8 1. COMMERCIAL DETAILS. Tax exemptions. By memo the City of Fort Collins is exemptfrom stateand local nixes. Our Exemption Number is II. NONWAIVER. 98-M502, Federal Excise Tax Exemption Coadinte of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to late..) Re, I.., Denier Colorado (Ref, Colorado Revised San.,. 1973, Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, thc acceptance of or payment for goods hereunder or approval ofthe design, stall Out release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due ro defects of any of the warranties or obligations of this purchase order and shall rem be deemed a waiver of any right of the damage in vansiq may be rammed to you for credit and art not to be, replaced except upon receipt of written Purchaser to insist upon strict perfomance hereof or any of its rights or remedies n many such goods, regardless instructions from the Ciry of Fit Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported anal modification or rescission Of this Ex mhau order by the Purchaser operate as a waiver of my ofthe rearms Inspection. GOODS are subject m the City of Fort Collins inspection on arrival, hereof. Final Acceptance. Receipt of the tmrchardise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to be untamed that FINAL Sella and the Purchaser recognize that in actual ec trch ic practice, oveaga resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedure. violation are in fact home by the Purchaser. Theamfore,nfor good cause and as consideration for executing this purchase order, the Sella hereby assign to the Purchaser my and all claims it may now have in hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collin, 700 Wood St., Fort Collins, CO 80522. unless acquired undo federal or stale mtltmit Uws for such reactions relating to the particular goods or services otherwise specified an this oMe,. If Pmnission is given to premy fight and charge sea ly, the original freight purchased Or acquired by the Purchaser pursuant m this purchase order. bill most accountants invoice. Additional chases for nations will nit be accepted. Shipment Distance. Where manufacturers have disoibuting points in vaaos pans of the country, shipment is expected farm the nearest distribution point to destination, and excess fight will be deducted from Invoice when shipments are trade from Beater disatae. Permits. Seller shall procure at callers sole east all necessary permits, redifares end licenses corporal by all applicable lases, regulators, odinnces and rates of the state, municipality, marks, or political subdivision where the work is performed, or required by any other duly simulated public authority havingjasdiction over the work of vendor. Seller number agrees to bald the City of Fort Collie harmless from and against all liability and loss incurred by them by rwon of an asserted or mumblishcd violation of any such laws, regulations, ordinances, mlm and fiamiamems. Amborvaton. All parties m this contram office that the repiner atives are, in fact, bum fide and itionse. full seed complete authority to bind said patties. LIMITATION OF TERMS. This Purchase Order expressly limits am,mme to the terra and condition noted brain set bomb anti my supplementary or additional temp and conditions unrested hereto or incoriuma d herein by refefence. Any additional or different terms sued conditions proposed by seller are objected to and hereby jested. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make amplae shipmcm to arrive on your promised delivery done as noted. Time is ofthe asset e. Delivery and performance most be effected within the time stated on the purchase order and the documents attached herclo. No arts of the Purchasers including, without limitation, acceptance of maial late deliveries, shall operate in a waiver of phis provision. In the event of any delay, the Purchaser shall have, in addition to other legal send equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable far damages. However, the Seller shall tat bet liable for damage is a result of &[.,a due to woos not reasonably foreseeable which are beyond ill ..able commil and without its fault of negligence, such acts of Gad, sets of civil or military aulhomies, govemmenbl promics, finis, makes. Bond, epidemics, was; or rims provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller Rest received knowledge thcrciaf. In the event of any such delay, the date of delivery shall be n adva for the penad equal m the time stually lost by reason ofthe delay. 3. WARRANTY. The Sella warrants that all goods, articles, materials and work covered by this order will conform with applicable thawing, spaifirstom. samples anchor other description given, will be lit for the purposes intended, and performed with the highest degree of no and competence in aoordmce with accepted sandards for work of a similar Ounce. The Seller agrees to hold the purchuer harmless from any loss, damage or expense which the Pechua may suffer or incur on.went of the Sellers breach of wan fily. The Seller shall replace, repair or make gad without cost m the purchaser my defects or faults arising within one (I) year or within such longer period of time m may be pruabed by law in by the temp of my applicable warranty provided by the Sella after the date of acceptance of the goods famished hereunder (azceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Sella. Ameptanec or use of goods by the Purchaser shall not contimte a waiver of any claim under this moved, Except in otherwise provided in this purchase order, the Sella liability hereunder shall extend m ell damages proximmely mused by the breach of any ofthe foregoing warrant es or guarantees, but such liability shall in no event include Ins ofpmfits or loss 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 tees by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the feasts, other than legal tents, including additions to or deletions from the quantities originally marred in the specifications or drawings, by verbal Or corium dotage We, 11' any such change affects the amount due or the time ofperfo nc nce hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at my time by written change order, terminate this agreement its to any or all potions of the goods then act shipped, subject to any equitable madman between the pain u to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated protons on the uncompleted potion ofthe goods author work, for incidental or consequential damages, and that no such adjustment be made in ravo, of the Seller with respect o any goads which am the Sellers imndaa stock. No such lamination shall relieve the Pumhaser or the Seller ofany of their obligation as to any good delivered hereunder. T. CLAIMS FOR ADJUSTMENT. Any claim for adjustmenr rant be useted within Ihiny (30) days from the dam the change or maximum. is ordered. 8. COMPLIANCE WITH LAW. The Sella warrants that all good aid hereunder shall have been produced, sold, delivered anal famished in strict compliance with all applicable laws and regulation to which the goods art subject. The Seller shall execute and deliver such documents as may be required to elRct or evidence compliance. All lawn and regulation required to be incorporated in agreements of this character am hereby incorporated herein by this reference. The Sella agrees to indemnify and hold the Purchases harmless Irani all ants and damages suffered by the Purchaser u a rase], of the Sellers failure m comply with such law. 9. ASSIGNMENT. Neither may shall assign, transfer, or convey this order, or my monies due or to become due hereunder without the prior wring consent ofthe other prey. 10. TITLE. The Seller wamnts full, clear and mamicud title to the Pumluuer for all equipment, materials, aM it. fomished m perform ice of this ngreemem free and clear of any sued all limit, mitansions, reammuom, scanty interest eaumbmaea dad claims of other 13, PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Yana Purchaser directs the Sella to corral nonconforming or defective good by a date to be agreed upon by the Purchaser and the Seller, and the Sella mcceafter inu icata its inability or unwillingness to amp1Y, Ore Franchisees may cause the work to be performed by the most expeditious meets available to it, and the Seller shall Pay all costs esucit u l with such work. The Sella shall release the Purchaser and its commuctors of my tier Iron all liability sad claims of my mere sesuhing from the performance of such woh. This release shall apply even in the event of fault of negligent, of the party released and shall extend m the directors, Officers and employees ofmch party. The Sellers anmctual obligation, including mnmry, shall not be deemed to be reduced, in my way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Sella is required to use my design, dame, meta.] or process severed by In,,, Wtent, tndef n rk or copyright. the Seller shall indemnify and save harmless the Purchaser fiom any and.11 endings for infringement by reason of the . of such patented design, device, material or proem in ameaon with the annam, and shall indemnify the Purchases for any cost, expense or damage which it may be obliged to Pay by mason of such infringement in my time during the Interaction or after the completion of the, woh. In cue said equipment, in any pan thereof or the handed use ofthe Saud, is in such suit held to contimte infringement and the use of said equipment or pan is enjoined, the Sella shall, a ifs own expense and at its option, either procure for the Parchuer the right to continue using said .luipmeat or pas, replace the same with substantially equal but ro ninfringing equipment, or modify it m it becomes mninfn'tiging. 15. INSOLVENCY. If the Sella shall become involver or bandsom, make m assignment for the benefit of creditors, appoint a err oroame for my of the Sellers property m business, this md. any forthwith be canceled by the Penchant, without liability. 16. GOVERNING LAW. The definition ofterms nod or the interpretation ofthe agreement and the rights of all parties himanda shall be coostmed under and governed by the laws ofthe Scare ofColonado, USA. The following Additional Condition apply mly io anus where the Sell. is to perform work hereunder, includingthe services ofSellcrs Rcpresaraive(s), on the premises f.der, - 17. SELLERS RESPONSIBILITY. The Seller shall carry on said weak at Sellers own risk and the same is fully completed amid arcepta and shall, in u of my accident, detruaon or injury to the work anchor materials before Sellers final completion and itacptmer, complete the work no Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are f mished by others for installation as erection by to Sella, the Sella shall receive, unload, store and handle same at the site and become responsible therefor as enough such materials and/or equipment were being famished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in romance with the work covered by this purchase order, and/or to their dependents in accordance with the laws ofthe stain in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, cony actual and automobile public liability insurance with bodily injury and death limits of at least 9M,000 for any one person, s500,000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors, if an ,. to provide for such compensation and insurance. Before any ofthe Sellers or his contmcmrs employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a certificate ohm such con,ansation and anumance have been provided Such certificates shall specify the dam when such compensation and insurance have been provided. Such cetificam, shall specify the date when such compensation and insurance expires. The Sella agrees that 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 assumes the nine responsibility and liability for any and all damage, loss m may of my kind or nature whatsaver to persons or property caused by or resulting firm the newton ofthe work provided for in this purchase order or in connection herewith. The Sella will indemnify and hold hornless the Purchase and my r all of the Pmchuers officer. agents and employees from and against my and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether m person or property, to winch the Purchaser may Is, put or subject by treason of any act, action, ocular, omission or default on the pal Of the Sella, my of his amrartors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against tha Practitioner, or its oRcers, agents or employees at my time on account or by reason of my set, action, neglect, omission or default of the Sella of my of his contractors or my of its or their ollicen, agents or employees os aforesaid, the Sella hereby agrees to assume the defense Brand and to defend the more, at the Sellers own expene, to pay my and all cosh, charges, anrmeys fees and other expenses, my and all judgments that may be incurred by or obmbhed against the Purchaser or my of its or thew officers, .gents m cmN.,na or such suits or other proceedings, and in ease judgment mother lion be Placed upon or obtained against the propety of the purchaser, or said parties in or as a result of soh shots or other proceedings, the Seller will an are cause the came to be dissolved and discharged by giving bond or otherwise. The Sella and his contractors shall take all safety pramtion, Fail and inlall dl guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occuptioml Safery and Health Act of 1970 and all rules and regulation issued pursuant thermal Revised (DESH4