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HomeMy WebLinkAbout103941 CITY OF FORT COLLINS MISCELLANEOUS - PURCHASE ORDER - 9150371PO PURCHASE ORDER 9150371 Page C117/ of PURCHASE 50371 t of 7 Flirt Collins( Thisnumbermustappear ,�,/`' {� V " on all invoices, packing sli s and labels. Date: 01/15/2015 Vendor: 103941 CITY OF FORT COLLINS MISCELLANEOUS .. CIS " Ship To: ENGINEERING DEPT-MASON CITY OF FORT COLLINS ENGINEERING DEPT-MASON 281 N. COLLEGE AVE FORT COLLINS CO 80524 Delivery Date: 01/15/2015 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price t Fairway/College Signal 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 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 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 115,857.99 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 9150371 2017 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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)l, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or5311. E. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. 4.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 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.00m Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 City of �F6rt Collins PO Number Page 9150371 3of7 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 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: 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 9150371 4of7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,' 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with 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 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 9150371 Page City, of PURCHASE 9150371 5 of 7 ' `t Collins Ins This number must appear V ` on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 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. 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 9150371 6of7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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@fogov.mm Total Pay terms net 30 days Invoice Address: RE City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 7 of 7 1. COMMERCIAL DETAILS. Tax exemptions. By swum the City of Fort Collins is exempt firma state and local taxes. Our Exemption Number is 11. NONWAIVER. 984)4503. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser or insist upon send performance of the hems and conditions hereof, failure or delay to Intemul Revenue, Denver, Colorado (Rd. Colorado Revised Smmts 1973, Chapter 39-26,114 (a), exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller is the event of a breach, the acreptance of or payment for goods here or approval ifthe design, shall rot ml. the Seller of Good Rejected. GOODS REJECTED due m failure to meet specifcatim , miter when shipped or due 1. defect of any of the warranties or obligatom of Nis purchase order abd shall not be decimal a waiver of any right of vie damage in tweak may be remmed in you for credit and are not to be replaced except upon receipt of written Purchaser 10 insist upon said performance hereof., any of its rights or remedies as m any such goods, rrgardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any poor or mbuquml default hereunder, nor shall any pumoded oral modification or rescission of Ibis purchase order by the Purchaser operate no, a waiver of any of the terns Inspection. GOODS art subject to to City of Fort Collins inspection on srival. hereof Final Acceptance. Receipt of the merchandise, services r equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized pay and on the part of the City of FoCollins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPI'ANCF, is dependent upon completion of all a,houbRoupired iwTwriwuuWedwos. violations are in fact home by the Purchaser. Thernofinc,nfhgood came and as consideration for executing this purchase order, the Seiler hereby assigns to the Purchaser any end all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fart Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or site antitrust laws for such overcharges relating m the particular .its in services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or stunned by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is Ifthe Purchaser covers the Seller to correct nonconforming or defective good by a date to be agreed upon by the expected from the nearest distribution paint to destination, and awmas freight will be deducted form Invoice when Purchaser and the Seller, aid the Seller tereaRer indicam its inability or unwillingness to comply, the Purchaser shipments art made from greater durance. may muse the work to he performed by Ire most expeditious mesas available to it, and the Seller shall pay, It cosh us azdawd with such work. Porous. Seller shall procure at sellers sole cosy all necessary pemhits, comfhmms and license, required by ell applicable laws, regulations, ordimnces and pales of the state, municipality, territory or polincal subdivision where t<work is wed numal or rryuired by any other duly constituted public authority hmingnmachrow over the work of senator. Seller further sgmes to hold the City of Ted Collins harmless fmm and against all liability and loss incurred by them by reason of an aw asserted or established violation of any such ls, regulations , ordinanres, roles and requieemenb. Authorization. All panics to this contract agree that the representatives are, in feel, bona fide and possess full and omplem nmberity th bind said wadies. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms Bad miitious proposed by seller are objected to and hereby rejected, 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to stave on your promised delivery dam as noted Time is of the essence. Delivery and performance most be efTecmd within the time stated on the purchase order and the documents awarded hereto. No acts of the Parchasers including, without Inc m e.. acceptance ofpanial late deliveries, shall opemm as a waiver of Ibis proaision In to evem ofany delay, the Purchaser shall have, in addition to other legal Bed cquilable remedies, the option o'placing this order elsewhere not holding the Seller liable for damages. However, the Seller shall not be liable for damages as a resat, of delays due to muses not reasonably Irrevocable which are beyond its reasonable control and without its fault ofomgligeme. such acts of God, acts ofcivil or military authontice, governmental pnonties, fors, strikes, Bond, epidemics, were, or nob provided that notice of the conditiom 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 date of delivery shall he extended for the period equal to me time actually last by reason of the delay. 3. WARRANTY. The Seller warrants that all goads, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples ardor other descriptions given, will be fit for the purposes intended, and Performed with the highest degree of eme and competence in accordance with accepted standard for work of a similar nature, The Seller agrees to hold the purchaser hamslcss from any loss, damage or expense which the Purchaser may suffer or incur on anmum of the Sellers breach of warranty. The Seller shall replace, repair or make grind, without cost to the purchicau, any defects or Cults arising witin one (1) year within such longer period of time as may be prescribed by law r by the rams ofany applicable warranty providedbythe Serer after the date of acceptance of the good famished herewder (acceptance not to be mod. usably delayed), resulting fmm imperfect or defective work done or materials famished by to Seller. Acceptance or use of goods by the Purchaser shall not onstimte a waiver of any claim under this warranty. Except u otherwise provided in Ibis purchase order, the Sellers liability hereunder shall extend to all damages pmximamly cussed by the breach of any of the foregoing w.It.es or lawantres, but such liability shall in no event include loss of prefb or less 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 toms by written change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including sddifions to or deletions from the quantifies originally ordered in the specifications or drawings, by verbal or wriuen change order. 11 any such change affects the amount due or the time ofpeffonnnnce hereunder, ern equimble adjustment ash II be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any of all portions ardor goads then not shipped, subject o any equitable adjustment between the parties as to any work of materials then in progress no id.d that he Purchaser shall nor be liable for any claim, for edidi ared profits on the uncompleted Father of the goods and/or work, for incidental or consequential damages, and Nat no such adjustment be made in Rover of the Seller with respecuu any good which ens the Sellers sand rd stock. No such mormation shall relieve to Pardoner or the Seller ofany of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within tins (30) days from the dot the change or terairmion is ordered. 8. COMPLIANCE WITH LAW. The Seller winnows that all good sold hereunder shall have been preduced, sold, delivered and muddied in strict amplitude with all applicable lawx and onn laians an which the good we object The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated homin by this reference. The Seller agrees to indemnify and hold to Producer harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither perry shall assign, trans@q or convey ibis order, or any monies due or to become due hereunder without the prior women consent of the other parry. 10. TITLE. The Seller warann full, clear and unrsmicced fide to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, fee and clear of any and all Item, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Poindexter and irx considers of any net from all liability and claims of any nature resulting fmm the performance.fsuch work. This release shall apply even in the event of fault of negligence of the party relcued and shall extend to the directurs, officers and employees of such pray. The Sellers contractual obligations, including warranty, shall not be deemed to be reduced, in any way, became such work is performed or caused to be performed by the Pwvhxmr. 14. PATENTS. Whenever the Seller is retained to use any design, device, material or process covered by lens, pamnl, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser flown any and at I 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 after the completion of the wont. In case said equipmem, or any part thereof or tc mended use of to goads, is in such suit held to constimm infringement end to use of said equipment or part is enjoined, due Seller shall, at its own exports, and at its option, either procure for the Purchaser the right to continue using said equipment or perm, replace the same with immortally equal but noninfringing equipment, or modify it so it becomes noninfnnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an usigmnem for its, benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith her canceled by the Purchaser without liability. 16. GOVERNING LAW. The definition of terms used or the interpretation ofthe agreement and the rights anal panics hereunder shall be construed under and governed by the laws ofthe State ofColomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Represemmi,cod. on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry as said work at Scllcrs W. risk until to some is fully completed and weepted, and shall, in case of my i crident, destruction or injury to the work and/or materials before Sellers final completion and .,,,more, complete the work err Sellers Own expense grad to the satisfaction of to Porchuer. When nmterials and wipment are mounted by others fro instalftion or dodion by the Solid, the Seller shall receive, utilized, sure and handle same or to site anal become mspomible therefor as though such mmeriab aedsor equipment wee being famished by to Seller under the order. HC NSURANCE. The Seller shall, at his own expense, provide for the payment of workers compemadm, including co upmimsal disease benefits, to its employees employed on or in connection With the work covered by Ibis purchase order. and/or to then dependents in accordance with the laws of the state in which the work is to be done. The Seller shall also tarty comprehensive grovel liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least $300,000 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 c contractors, if any, to provide far such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon to premises of others, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the dam when such compensation and insurance have been provided. Such certificates shall specify to dam when such compensation end insurance expires The Seller agrees not such compensmen and insurance shall be wortaned until her the entire week is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind of etware wbetweser to perwm or property mused by or resulting from to execution ofte wont provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Purchasers oRcers, agrees and employees from nook against any and all claims, looms, damages, charges or expenses, whether dime, or irokimer, and whether to persons or property in which the Pmchaur may be put or subject by reason of my act, ration, neglect, omission or default on the Two of the Seller, any of his comma ors, or any of the Sellers or conuations officer, agents or employees. In dom any suit or other proceedings shall be brought against he Purchaser, or its officers, agents or employees an any time on account ar by reason of my act, action, neglect, omission or default of the Seller of any of his contractors or very of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to Bamene to defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purehmer or any of its m their oRcers, agents or employes in such suits or other proceedings, and in case judgment or other lien be placed upon ar obtained against to property of the Purchaser, or said parties in or u a result 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 predictions, famish and install all guard necessary for to prevention of accidents. comply with all laws and regulations with regard m safety including. but without limitation, the Occupatimal Safety and Haslt Act of 1970 and all pules and regulations issued ptnsure , demo. Revised 07R014