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HomeMy WebLinkAbout543519 GOODYEAR - PURCHASE ORDER - 9146875Fort Collins Date: 11/24/2014 Vendor: 543519 GOODYEAR 621 A ST GREELEY CO 80631 PURCHASE ORDER PO Number Page 9146875 lofe This number must appear on all invoices, packing sli s and labels. Ship To: FLEET SERVICES - MAIN SHOP CITY OF FORT COLLINS 835 WOOD ST FORT COLLINS CO 80521 Delivery Date: 11/24/2014 Buver: DOUG CLAPP Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 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 EA 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 20,000.00 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO PURCHASE ORDER 9146875 Page City of PURCHASE 46875 2 of e ' `t Collinsr his number must appear v �7 on all invoices, packing slips 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 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 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 PO PURCHASE ORDER 914687er Page Clty. of 9146875 3 of 8 ' `t Collins olI I Ms This number must appear ` v " t on all invoices, packing slips 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. Contractors failure to so comply shall constitute a material breach of this contract. 5.TERMINATION a. Termination for Convenience The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.mm 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 9146875 4 of 6 Flirt Collins This number must appear ,�—J`-' ` on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price If Contractor fails to remedy to The City' s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from the City setting forth the nature of said breach or default, the City shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the City from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 6.CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: _ (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 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 PO PURCHASE ORDER 914687er Page C117/ of PURCHASE 46875 5 of 6 ' `tCollins( This number must appear ` v ` on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 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 partcertain 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 PURCHASE ORDER PO Number Page City Of/� 9146875 6 of 8 ' `t Collins 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. Pay terms net 30 days Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City Of Fort Collins City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.00m PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number Page City. of ` 9146875 70f8 ' `tColl Ins This number must appear ` on all invoices, packing sli s and labels. Line Description ...,a,,.I.y Ordered UOM Unit Price Price Total $20.000.00 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 Page 8 of 8 I. COMMERCIAL DETAILS. Tax components. By statute the City of Fort Collin is exempt from armored local tore. Our Exemption Numbs n I L NONWAIVER. 98-04503. Federal Excise Tan` Exemption Certificate of Registry 84-6000587 is contoured with the Collector of Failure of the Purchaser to inset upon mar performance of the terns and andmom hereof, failure or delay to Internal Revenue, Denver, Colorado (Raf. Colorado Revised Statutes 1973, Chapter 39-26.114 (a). erertise any rights or coured s provided herem or by law, failure to promptly notify the Seller in fle event of a breach, the acceptance ofor payment for goods henvndar m approved ofthe design, shall oat release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifiwtiom, eidsr when shipped or due to defects of any of the --it. ar obligations of Nis purchase order and shall rot be damned a waive, of any right of the damage in transit, may be retuned to you for credit and are not to be replaced except upon receipt of wnuen purchaser to insist upon strict performance brooder any of its rights or comedies n to any such goods, mount instructions from the City of Tom Collins, of when shipped, received or accepted, as many prior or subsequent default hereunder, nor shall any purported and modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the toms Inspection. GOODS ore subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. amhodzed payment oa the pan of the City of Fan Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual ecnomit practice, o ashrge, resulting from antitrust ACCEPTANCE is dependantuponcompletionofall applicablerequired inspection procedures, violations are in fact home by the Purchaser. Themonfrm.for good taus and as consideration for executing this purchase order, the Seller hereby asslgm to rise Pmebaer any and all claims it may now have or haroafler Freight Terms. Shipments mot be F.O.B., City of Fort Collins, 900 Wood SL, Fear Collins, CO 80522. armless acquired under f xeml or state antitrust laws for such overchmges relating to the particular goods or services otherwise specified on this order. If pemission is given b prepay freight and charge sepvatcly, the original freight purchased m acquired by the Purchaser pursuant to this purchase order. bill must meompmty invoice. Additional charges for packing will m1 be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS, Shipment Distance. Whae mavugxturers have distributing points in various pans of the country, shipment is Ifte, pmchzva dim. the Sugar to correct nonconforming or defsaive good by a&te to be agreed upon by the expected from the rarest distribution point to destination, and excess fight will be deducted farm Invoice when Purchaser and Ore Seller, and the Seller thereafter indicate its inability or unwillingness to comply, the Purchaser shipments an, made film greater distance, may cauw the work to be performed by the most expeditions means available to it, mod the Seller shall pay all costs associated with such work. Formal. Seller shall accure at sellers sole ton all nmessry permits, moutimtes and licerses requited by nil npplicable laws, regulations, ordinances and toles of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constimted public aullo my having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fon Collins harmless from and againt all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, oldinnat es, toles and requirements. Authorization. All parties to this contract agree that the representatives are, in facl bona fide and possess full and mplae authority to bind said parties LIMITATION OF TERMS. This Purchase Order earnestly limits acceptance to the tents and conditions send herein m fort and any supplementary or additional toms and conditions ma exed hereto or incorporated herein by reference Any additional ordifferent terms end conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you moral make complee shipment to naive on Your promised delivery date n noted. Time is ofthe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hecoto. No seas of the Purchmers including, without limitation, acceptance criminal late deliveries, shall operate - a waiver ofthh provision. In the event of any delay, the Purchaser shall have, in additioa to other legal and equitable remedies, fe option ofplacing this older elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages .as a result of delays due m case or imawaably fresomble which ore beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, govemmnnal priorities, fires, stoke, flood, epidemics, wars or sou provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the data of delivery shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller wmonu that all good, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions givm, will be fit for the purposes intended, and performed with the highest degree of art and mmpesnce ct accordance with accepted m marls for work of a similar nature. The Seller agrees to hold the purchaser hamless firm my has, damage or expense which the Purchaser may suffer or incur an warrant of the Sellers bench ofwmmnty. The Sella shall trplace, repair or make good, without cost to the purchaser, my def ts or faults arising within one (1) year or within such longer period of time as may be prey bed by law or by the toms of my applicable warty provided by the Sell,, after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting fmm imporfttt or defective work done or materials fmnishd by the Seller . Acceptance or use of good by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase enter, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or gooramas, but such liability shall in no event include loss of profits 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 arms by writum change order 5. CHANGES IN COMMERCIAL TERMS. The Purchmer may make any changes m arc sans, other than legal terms including addition to or delerim s fmm the quantities originally ordered no the specifications or dressings, by verbal m wnum change area. If my such change area. the amount due .,,he time afparhour. haremdeq an equitable adjnamem shall be nude. 6. TERMINATIONS. The Purchaser may at my time by vs'cifrm change order, terminate this agreement as to any or all random of the goods than not shipped, subject to any equitable Mountain between the parties m to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated pods an the uncompleted portion of the good and/or work, for incidental or consequential damages, and that no such adjunment be made in favor of the Seller wllh respect to any goods which am the Sellers standard stack. No such mminmim shall ochave the Purchmer or the Seller of any oftheir obligations as to any good delivered hereunda. y. CLAIMS FOR ADJUSTMENT. Any claim for adjustment mast be sssened within thirty (30) days fmm the date the change or termination is ordered. I. COMPLIANCE WITH LAW. The Sella warrants that all goods sold hereustM shall have been produced, sold, delivered and falmishd th strict complunce with all applicable laws sld regulations to which the good are subject. The Seller shall m ate and deliver such ducumm. as may be squired to effect or evidence oomplimce. All laws and regulation required to W incorporated in agreements of this character aR hereby mooepooted herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamlee, fmm all costs and damages suffered by the Purchaser as a mull of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, number, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warts full, clear and unrestricted rill, to the Purchaser far all equipment, materials, and item fumishN in performance of this agreement, free ari clear or any and all lien, restriction, reservation, security inameat aacummmcan and claims of offers. The Seller shall Worst the Furchaar and its contractors of any tier from all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, officers end employees of such party. The Sellds command obligations, including warranty, shall not be deemed to be reduced, in any way, Ismanse such work is perfumed or caused to W performed by the Purchaser. 14. PATENTS. Whanot the Seller is retained to use any deign, device, mmerial or pere ss covered by letter, patent. Trademark or copyright, the Seller shall indemnify and sate harmless the Purchaser from any and all claims for infringement by reason of the use of such patrol d design, device, nmmrial or process in romecom with tM comeins, and shall indemnify the Purchaser for any cost, expene m damage which it may be obliged to pay by man oreach infringement at any time during mho mormal er or after the completion of the work. In eau said aryipmenL or my part therm( or the intended use of the good, is in such suit held to consulate infringement and the use of said equipment or pan Is enjoined, the Seller shall, at its awn expense and at its option, either pmeare for the purchaser the right to continue using said equipment or parts, replace the same with substantially court bur noainfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall became insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for my of the Sellers pmpaty or business, this order my foMwith be canceled by the Pureham without liability. 16. GOVERNING LAW. The definition of to. used or the interpretation c rthe agteemmt and tic rights of all prince hrteuder shall be constmed muter and governed "a laws of the State ofColauda, USA. The following Additiontt Condition apply only in cases where the Seller is to perform walk hereunder, including the smica ofSellem Remournative(s), an the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the same is fully completed and incepted, and shall, in e of any accident, desmetim or injury to the work ondror ma ci als before Seller's final completion and acceptance. complete the work at settees own expense and to the satisfaction of the Purchaser. When materials and equipment an, famished by others for installation or mection by the Seller, the Seller shall receive, unload, store and handle same an the site and become respansible therefor n though such materials and/or equipment wave being fumishd by the Seller under the order. 18. INSURANCE. The Sella shall, at his own expense, provide for the payment of workers compemation, including occupational disease Fact to its employees employed our or . comectian with the work covered by this purchase order, mdtor m their dependents in accordance with the laws of the state in which the work is to be done. The Sella shall also may comprehensive general liability including but rot limited to, commercial and mtomabile public liability immune, with bodily injury and death limits of at lent 5300,000 fan any one person, 5500,000 for my Are incident and property diuretic limit per accident of 5400.000. The Seller shall likewise require his amuctars, if any, to provide for such compensation red inuemee. Before any of the Sellers or his contractors employees shall do my work upon the premise of others, the Seller shall fumiah the Pmchma with u mnifiam that such compensation and insurance have been provided. Such canifiates shall specify the date when such ampemation and insurance have been provided. Such ccnifiatea shall specify the date when such compensation and insurance expires. The Seller agrees fat such compensation and insurance shall be maintained until after the entire work is completed and occupied. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, lass or injury orally kind or wore wha.oever to persons or property caused by or resulting from the execution of the work provided for in this purchase arch or in comedian herewith. The Sella will indemnify and hold harmless the Parabasc, and any cr all of the friction. Me., agents and employees fromand against any and all claims, losses. damages, harge, or espouses, whether dose, or indirmt, and whefe, b priors m property to which fs Purchmer may be put or subject by reason of my act, action neglect, omission or default on the pan of the Sella, my of his contractors, or any of the Sellers or ..tors officers,'xim or employes. In case my suit or other proceedings shall be bm lit againt the Purchaser, or as officers, agesm or employees at my time an account or by reason of my act, action, neglect, omission or default of the Sella of my of his contactors or any of its or their officers, agents or employers as aforesaid, the Seller hereby agrees to assume the defense thereof and in defend the same at the Sellers own expense, m pay any end all cm., charges, attorneys fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchaer or any of its or their officers, agents or employees in such suits or other proceedings, and in care judgment or other lies he placed upon or obtained against the pmperty ofthe Purchmer or said ponies in or in o mash of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety pocantions, f ish and install all guard nttusary for 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 ad all toles and negotiations issued pursuant thereto. Rcnsed 07Q014