HomeMy WebLinkAboutCORRESPONDENCE - RFP - 8286 CONSTRUCTION CONTRACTOR FOR PROJECTS AT THE WATER & WASTEWATER TREATMENT FACILITIES (31)Change Order Form (for Work Orders)
Official Purchasing Form
Last updated 10/2017
CHANGE ORDER
NO. 01
PROJECT TITLE: DWRF Carbon Addition Phase 1 Construction
CONTRACTOR: Hydro Construction
WORK ORDER NUMBER:H-WRF-2020-02
PO NUMBER: 9200610
DESCRIPTION:
1. Reason for Change: Time
2. Description of Change: This Change Order is being requested to extend the work order
completion dates. Construction work was started in March 2020 prior to the COVID-19
pandemic response. In accordance with safety precautions at that time, construction work
on Carbon Addition Phase 1 was temporarily suspended due to activities located in close
proximity to operations staff performing essential duties. It was decided in May 2020 to return
to construction activities on a part-time basis with stringent coordination with plant staff.
Other COVID-19 related delays included procurement of specialty materials, such as the
South Process Train Day Storage Tank. A time change is requested in the amount of 93 days,
from a substantial completion date of September 30, 2020 to December 31, 2020 and from a
final completion date of October 31, 2020 to January 31, 2021.
3. Change in Work Order Price: N/A
4. Change in Work Order Time: December 31, 2020 Substantial Completion and January 31,
2021 Final Completion
ORIGINAL WORK ORDER PRICE $ 1,198,554.00
TOTAL APPROVED CHANGE ORDER $ 0.00
TOTAL PENDING CHANGE ORDER $ 0.00
TOTAL THIS CHANGE ORDER $ 0.00
TOTAL % OF THIS CHANGE ORDER 0.00 %
TOTAL C.O.% OF ORIGINAL WORK ORDER 0.00 %
ADJUSTED WORK ORDER COST $ 1,198,554.00
CONTRACTOR: Hydro Construction
By: Date:
Name: Title:
ACCEPTANCE: Date:
Christina Schroeder, Civil Engineer III
DocuSign Envelope ID: 2ECB7400-1667-4E1A-8756-526688CBF857
September 17, 2020
September 17, 2020
John Podeyn Project Manager
Change Order Form (for Work Orders)
Official Purchasing Form
Last updated 10/2017
REVIEWED: Date:
Pat Johnston, Senior Buyer
ACCEPTANCE: Date:
Jason Graham, Director, Plant Operations
ACCEPTANCE: Date:
Matt Fater, Director, Civil Engineering
ACCEPTANCE: Date:
Andrew Gingrich, Interim Deputy Director, Water Engineering & Field Services
ACCEPTANCE: Date:
Mark Kempton, Interim Deputy Director, Water Resources & Treatment Ops
ACCEPTANCE: Date:
Gerry Paul, Purchasing Director
(if greater than $60,000)
DocuSign Envelope ID: 2ECB7400-1667-4E1A-8756-526688CBF857
September 17, 2020
September 24, 2020
September 18, 2020
September 24, 2020
September 25, 2020
September 25, 2020
Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21
Construction
Key Dates: Commencement Date: 2/20/2020 Completion Date: 1/31/2021
SCHEDULE
DWRF Carbon Addition Phase 1 - Hydro Construction
Project Schedule
DocuSign Envelope ID: 2ECB7400-1667-4E1A-8756-526688CBF857
PURCHASE ORDER PO Number Page
9200610 1 of 2
This number must appear on all
invoices, packing slips and labels.
Pay terms net 30 days
Please note that our invoice
mailing address has changed.
City of Fort Collins Director of Purchasing
This order is not valid over $5000 unless signed by Gerry Paul
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 2047
Fort Collins, CO 80522-0580
invoices@fcgov.com
Date: 03/12/2020
Vendor : 109420 Ship To: DRAKE WATER REC ? WATER UT
HYDRO CONSTRUCTION CO INC 3036 ENVIRONMENTAL DRIVE
77 NW FRONTAGE RD FORT COLLINS CO 80525
FORT COLLINS CO 80524
Req #: 00065484
Delivery Date: 03/11/2020 Buyer: PAT JOHNSON
Note:
Line Description Quantity
Ordered UOM Unit Price
Extended
Price
1 DWRF CARBON ADDITION PHASE I 1 LOT LS 1,198,554.00
CONSTRUCTION 5030100012.535010.6
8286 Construction Contractor for Projects at the Water and Wastewater Treatment Facilities
Total $1,198,554.00
DocuSign Envelope ID: 2ECB7400-1667-4E1A-8756-526688CBF857
Purchase Order Terms and Conditions
1. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is
98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a).
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of
damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written
instructions from the City of Fort Collins.
Inspection. GOODS are subject to the City of Fort Collins inspection on arrival.
Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in
authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL
ACCEPTANCE is dependent upon completion of all applicable required inspection procedures.
Freight Terms. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless
otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight
bill must accompany invoice. Additional charges for packing will not be accepted.
Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is
expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when
shipments are made from greater distance.
Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all
applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where
the work is performed, or required by any other duly constituted public authority having jurisdiction over the work
of vendor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss
incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules
and requirements.
Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and
complete authority to bind said parties.
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 and conditions proposed by seller are objected to and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your
promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time
stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without
limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay,
the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays
due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence,
such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or
riots 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 date of delivery shall be
extended for the period equal to the time actually lost by reason of the delay.
3. WARRANTY.
The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable
drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and
performed with the highest degree of care and competence in accordance with accepted standards for work of a
similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the
Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make
good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of
time as may be prescribed by law or by the terms of any applicable warranty provided by the Seller after the date of
acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect
or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not
constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers
liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties
or guarantees, 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 terms by written change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from
the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such
Certificate Of Completion
Envelope Id: 2ECB740016674E1A8756526688CBF857 Status: Completed
Subject: Hydro Construction - CO1 Time - DWRF Carbon Addition Phase 1 Construction
Source Envelope:
Document Pages: 5 Signatures: 8 Envelope Originator:
Certificate Pages: 6 Initials: 0 Angel Anderson
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
215 N Mason Street
Fort Collins, CO 80522
aanderson@fcgov.com
IP Address: 24.8.181.157
Record Tracking
Status: Original
9/17/2020 7:55:09 AM
Holder: Angel Anderson
aanderson@fcgov.com
Location: DocuSign
Signer Events Signature Timestamp
Pat Johnson
pjohnson@fcgov.com
CPPB, Senior Buyer
City of Fort Collins
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 24.54.161.134
Sent: 9/17/2020 7:59:03 AM
Viewed: 9/17/2020 9:34:27 AM
Signed: 9/17/2020 9:37:01 AM
Electronic Record and Signature Disclosure:
Accepted: 3/6/2017 12:11:29 PM
ID: 04e21175-6705-4189-8da6-00a1010bd0d2
Christina Schroeder
cschroeder@fcgov.com
Civil Engineer III
City of Fort Collins Utilities
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.59.47.100
Sent: 9/17/2020 9:37:03 AM
Viewed: 9/17/2020 11:40:12 AM
Signed: 9/17/2020 11:40:21 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
John Podeyn
jpodeyn@hydroconstruction.com
Project Manager
Hydro Construction Company, Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.56.201.138
Sent: 9/17/2020 9:37:03 AM
Viewed: 9/17/2020 12:23:32 PM
Signed: 9/17/2020 12:23:50 PM
Electronic Record and Signature Disclosure:
Accepted: 9/17/2020 12:23:32 PM
Signer Events Signature Timestamp
Matt Fater
MFATER@fcgov.com
Special Projects Manager
City of Fort Collins Utilities
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 67.174.120.150
Sent: 9/17/2020 12:23:52 PM
Viewed: 9/18/2020 8:46:57 AM
Signed: 9/18/2020 8:47:36 AM
Electronic Record and Signature Disclosure:
Accepted: 12/6/2016 4:18:20 PM
ID: 1a8e8b4d-d117-4be0-975e-cb548f822347
Andrew Gingerich
AGingerich@fcgov.com
Director, Water Field Operations
City of Fort Collins Utilities
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.59.47.100
Sent: 9/24/2020 3:00:56 PM
Viewed: 9/24/2020 3:10:53 PM
Signed: 9/24/2020 3:11:02 PM
Electronic Record and Signature Disclosure:
Accepted: 9/23/2016 12:43:26 PM
ID: 54958527-6090-40dd-bdca-d96cb40048ed
Mark Kempton
mkempton@fcgov.com
Water Production Manager
mark kempton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.59.47.100
Sent: 9/24/2020 3:00:57 PM
Resent: 9/25/2020 7:40:43 AM
Viewed: 9/25/2020 8:02:08 AM
Signed: 9/25/2020 8:02:27 AM
Electronic Record and Signature Disclosure:
Accepted: 8/30/2017 2:43:42 PM
ID: 1bb1abbd-7916-47d3-b064-d5d4fa306ed7
Gerry S Paul
gspaul@fcgov.com
Purchasing Director
City of Fort Collins
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.211.249.21
Sent: 9/25/2020 8:02:30 AM
Viewed: 9/25/2020 8:53:48 AM
Signed: 9/25/2020 8:54:26 AM
Electronic Record and Signature Disclosure:
Accepted: 3/7/2017 7:02:26 AM
ID: 1dfa1693-39e5-474b-b394-82f385c8c8d4
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/25/2020 8:02:30 AM
Certified Delivered Security Checked 9/25/2020 8:53:48 AM
Signing Complete Security Checked 9/25/2020 8:54:26 AM
Completed Security Checked 9/25/2020 8:54:26 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Fort Collins - Utilities Water Engineering Field Operations (we, us or
Company) may be required by law to provide to you certain written notices or disclosures.
Described below are the terms and conditions for providing to you such notices and disclosures
electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the
information below carefully and thoroughly, and if you can access this information electronically
to your satisfaction and agree to these terms and conditions, please confirm your agreement by
clicking the 'I agree' button at the bottom of this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 8/25/2016 10:28:47 AM
Parties agreed to: Pat Johnson, John Podeyn, Jason Graham, Matt Fater, Andrew Gingerich, Mark Kempton, Gerry S Paul
How to contact City of Fort Collins - Utilities Water Engineering Field Operations:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: aanderson@fcgov.com
To advise City of Fort Collins - Utilities Water Engineering Field Operations of your new
e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at aanderson@fcgov.com and in the
body of such request you must state: your previous e-mail address, your new e-mail address. We
do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Fort Collins - Utilities Water Engineering Field
Operations
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to aanderson@fcgov.com and in the body
of such request you must state your e-mail address, full name, US Postal address, and telephone
number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Fort Collins - Utilities Water Engineering Field
Operations
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to aanderson@fcgov.com and in the body of such request you must
state your e-mail, full name, IS Postal Address, telephone number, and account number.
We do not need any other information from you to withdraw consent.. The consequences
of your withdrawing consent for online documents will be that transactions may take a
longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Fort Collins - Utilities Water Engineering Field
Operations as described above, I consent to receive from exclusively through
electronic means all notices, disclosures, authorizations, acknowledgements, and other
documents that are required to be provided or made available to me by City of Fort
Collins - Utilities Water Engineering Field Operations during the course of my
relationship with you.
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
ID: 5e3cd75e-f5f1-4f47-8c89-0c10eefcd66e
Jason Graham
jgraham@fcgov.com
City of Fort Collins – Water Resources & Treatment
Operations
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 24.9.137.125
Sent: 9/17/2020 12:23:51 PM
Resent: 9/21/2020 1:04:39 PM
Resent: 9/22/2020 10:18:54 AM
Viewed: 9/24/2020 3:00:47 PM
Signed: 9/24/2020 3:00:54 PM
Electronic Record and Signature Disclosure:
Accepted: 9/29/2017 1:53:24 PM
ID: c675e72b-fe99-4aac-8c1f-ff53e061cdbb
change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the
goods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in
progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted
portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in
favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve
the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is
ordered.
8. COMPLIANCE WITH LAW.
The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict
compliance with all applicable laws and regulations to which the goods are subject. 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 herein by this reference. The Seller agrees to
indemnify and hold the Purchaser 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 party shall assign, transfer, 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 warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished
in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest
encumbrances and claims of others.
Page 2 of 2
11. NONWAIVER.
Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to
exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a
breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of
any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the
purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless
of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported
oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms
hereof.
12. ASSIGNMENT OF ANTITRUST CLAIMS.
Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust
violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this
purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter
acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services
purchased or acquired by the Purchaser pursuant to this purchase order.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the
Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser
may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all
costs associated with such work.
The Seller shall release the Purchaser 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 and employees of such party.
The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because
such work is performed or caused to be performed by the Purchaser.
14. PATENTS.
Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark
or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement
by reason of the use of such patented design, device, material or process in connection with the contract, and
shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such
infringement at any time during the prosecution or after the completion of the work. In case said equipment, or
any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of
said equipment or part is enjoined, the Seller shall, at its own expense and at its option, either procure for the
Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but
noninfringing equipment, or modify it so it becomes noninfringing.
15. INSOLVENCY.
If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a
receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions of terms used or the interpretation of the agreement and the rights of all parties hereunder shall be
construed under and governed by the laws of the State of Colorado, USA.
The following Additional Conditions apply only in cases where the Seller is to perform work hereunder,
including the services of Sellers Representative(s), on the premises of others.
17. SELLERS RESPONSIBILITY.
The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall,
in case of any accident, destruction or injury to the work and/or materials before Seller's final completion and
acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials
and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive, unload,
store and handle same at the site and become responsible therefor as though such materials and/or equipment
were being furnished 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 connection with the work covered by this purchase order,
and/or to their dependents in accordance with the laws of the state in which the work is to be done. The Seller
shall also carry comprehensive general liability including, but not limited to, 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 $400,000. The Seller shall likewise require his
contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors
employees shall do any work upon the premises of others, the Seller shall furnish the Purchaser with a certificate
that such compensation and insurance have been provided. Such certificates shall specify the date when such
compensation and insurance have been provided. Such certificates shall specify the date when such compensation
and insurance expires. The Seller 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 entire responsibility and liability for any and all damage, loss or injury of any kind
or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in
this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any
or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages,
charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may
be put or subject by reason of any act, action, neglect, omission or default on the part of the Seller, any of his
contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other
proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or
by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or
their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to
defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses,
any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers,
agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or
obtained against the property of the Purchaser, or said parties in or as 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 precautions, furnish and install all guards necessary 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 and all rules and regulations issued pursuant thereto.
Revised 03/2010
DocuSign Envelope ID: 2ECB7400-1667-4E1A-8756-526688CBF857