HomeMy WebLinkAbout109333 O J WATSON CO INC - PURCHASE ORDER - 9150117PURCHASE ORDER PO Number Page
Clt)i' Of50117 t of 7
`t Collins( FThi: number must packF6ring
` v ` ll invoices, packing s and labels.
Date: 01/0812015
Vendor: 109333 Ship To: FLEET SERVICES - MAIN SHOP
O J WATSON CO INC CITY OF FORT COLLINS
5335 FRANKLIN ST 835 WOOD ST
DENVER CO 80216-6213 FORT COLLINS CO 80521
Delivery Date: 01/08/2015 Buyer:
DOUG CLAPP
Note:
Line Description Quantity UOM Unit Price
Ordered
Extended
Price
1 Blanket Order 1 LOT LS
2,500.00
Misc. Parts
to cover the cost of miscellaneous parts
for fiscal year 2015. All requests shall be
made upon the City Parts/Shop departments only and
shall be accompanied by an invoice or job ticket.
May include Transfort.
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.
2 Blanket Order 1 LOT LS
-500,00
Credit
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
;Wiry
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 Fav 970-221-6707 Email: purchasing@fcgov.com
Pay terms net 30 days
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
City of
/11'" or_t Collins
PURCHASE ORDER
PO Number Page
9150117 2of7
This number must appear
on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
that contract) pertaining to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with
Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify
the subcontractor who will be subject to its provisions.
2.PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS
(1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as
amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, 'Program Fraud Civil Remedies," 49 C.F.R. Part
31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor
certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes
to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being
performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it
makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the
Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986
on the Contractor to the extent the Federal Government deems appropriate.
(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent
claim, statement, submission, or certification to the Federal Government under a contract connected with a
project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority
of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49
U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.
(3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with
Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify
the subcontractor who will be subject to the provisions.
3.ACCESS TO RECORDS AND REPORTS
Access to Records - The following access to records requirements apply to this Contract:
A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the
FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA
Administrator, the Comptroller General of the United States or any of their authorized representatives access to
any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49
C.F.R. 63117 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
copy excerpts and transcriptions as reasonably needed.
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone :970-221-6775 Fax:970-221-6707 Email: purchasing@fcgov.com
Pay terms net 30 days
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
City of
art Collins
PURCHASE ORDER
PO Number I Page
9150117 sof7
This number must appear
on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a
period of not less than three years after the date of termination or expiration of this contract, except in the event
of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees
to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly
authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.
Reference 49 CFR 18.39(i)(11).
D, FTA does not require the inclusion of these requirements in subcontracts.
4.FEDERAL CHANGES
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives,
including without limitation those listed directly or by reference in the Master Agreement between Purchaser and
FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's
failure to so comply shall constitute a material breach of this contract.
5.TERMINATION
a. Termination for Convenience The City may terminate this contract, in whole or in part, at any time by written
notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs,
including contract close-out costs, and profit on work performed up to the time of termination. The Contractor
shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any
property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the
manner the City directs.
b. Termination for Default If the Contractor does not deliver supplies in accordance with the contract delivery
schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract,
or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract
for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the
manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies
delivered and accepted, or services performed in accordance with the manner of performance set forth in the
contract.
If it is later determined by the City that the Contractor had an excusable reason for not performing, such as a
strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, after
setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the
termination as a termination for convenience.
c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow
the Contractor 30 days in which to cure the defect. In such case, the notice of termination will state the time
period in which cure is permitted and other appropriate conditions
If Contractor fails to remedy to The City' s satisfaction the breach or default of any of the terms covenants or
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 915011er Page
City Of9150117 4017
`t CollinsCThis number must appear
` " on all invoices, packing
slips and labels.
Line Description """""`r UOM Unit Price
Ordered Price
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 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.
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 Of9150117 s of 7
`t CThis number must packing
` Collins` on all invoices, packing
sli s and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. §
12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity
Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities
Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor
agrees to comply with any implementing requirements FTA may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part
with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.
7.DISADVANTAGED BUSINESS ENTERPRISE (DBE)
a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by
Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The
national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency' s overall goal
for DBE participation is 9.9 %. A separate contract goal [has not] been established for this procurement.
b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of
this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a
material breach of this contract, which may result in the termination of this contract or such other remedy as City
of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the
assurance in this paragraph (see 49 CFR 26.13(b)).
The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means
throughout the period of performance.
c. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory
performance of that work no later than 30 days after the contractor' s receipt of payment for that work from the
City of Fort Collins. In addition, Contractor is required to return any retainage payments to those subcontractors
within 30 days after incremental acceptance of the subcontractor' s work by the City of Fort Collins and
contractor' s receipt of the partial retainage payment related to the subcontractor' s work.
d. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work
related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage
another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any
DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written
consent of City of Fort Collins.
&INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or
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
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
9150117 6017
This number must appear
on all invoices, packing
;slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
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 et
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 Aooendix A to 49 CFR Part 37.
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
City of Fort Collins Purchasing, PO BOX 580, Fort Collins. CO 80522-0580
Phone:970-221-6775 Fax:970-221-6707 Email: purchasing@fcgov.com
Total
Pay terms net 30 days
Invoice Address:
Tl
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Page 7 of 7
I. COMMERCIAL DETAILS.
I. exemptions. By suttee 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 94-6000597 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 m defects of
damage in transit, may be retuned to you for credit and are tat to be replaced except upon receipt of written
instructions from the City of Fan Collins.
Inspection. GOODS we subject to the City of Form Collins inspection on arrival.
Final Acceptance. Receipt of the merchandise, services or equipment in response m this order can result in
authonzed payment on the part of the City of Fan 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.0 B., City of Fort Collins, 700 Wood St, Fan Collins, CO 80522, unless
otherwise specified on this order. If pemtission is given to prepay freight and charge separately, the original freight
bill most accompany invoice. Adwtional charges for puking will not be accepted.
Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is
expected from the newest distribution point to destination, and excess freight will be deducted from Invoice when
shipments are nude from greater distance.
Permits. Seller shall procure at sellers sale cost all necessary permits, certificates and licenses required by all
applicable laws, regulations, ordinances and rules of the sure, municipality, ternmry or political subdivision where
the work is performed, or required by any other duly constituted public authority having jurisdiction over the weak
of vendor. Seller further agrees to hold the City of Fan 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 than 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 corms 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 m arrive on your
promised delivery date as noted Time is of the essence. Delivery and performance most be effected within the time
sated on the purchase order and the documen6 atuhed harem. No acts of the Purchasers including, without
limitation. acceptance ofpamal ]me deliveries, shall operate as a waver of this prevision. In the event ofany delay,
the Purchaser shall have, m addition to other legal and egwtable remedies, the option of plating this order elsewhere
and holding the Seller liable for damages. However, the Seller shall not be liable for damages w 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 authonties, governmental priorities, fires, stakes, flood epidemics, wars or
nose provided that nonce of the conditions causing such delay is given m the Purchaser within five (5) days of the
time when the Seller first received knowledge thereof In the event of my such delay, the date of delivery shall be
extended for the period equal to the time actually log by reason of the delay.
3. WARRANTY.
The Seller warrants that all goods, uncles, 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 hamhless 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 m make
good without cost to the purchaser, any defects or faults arising within one (1) yew or within such longer period of
time as may be prescribed by law or by the temps of any applicable warranty provided by the Seller after the date of
acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect
or defective work done or materials famished 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 wall damages proximately caused by the brash of any of the foregoing warranties
or guarantees, ben such Lability 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 tome: by wntim change order
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make why changes in the terms, other than legal terms, including additions m or deletions from
the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such
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 permits of the
goods than not shipped, subject to any equitable adjustment between the pares as many work or materials than in
progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted
potion of the goods and/or work, for Incidental or consequential damages, and that no such adjustment be made to
favor of the Seller with respect to any goods which we the Sellers standard stock. No such formation shall relieve
the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder.
7 CLAIMS FOR ADJUSTtvfENT.
Any cairn for adjustment must be asserted within thirty (30) days from the date the change or terrninadon is
ordered.
8. COMPLIANCE WITH LAW
The Sella warnings that all goods sold hereunder shall have been produced said, 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
indemnfy 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 parry shall assign, vsmsfet or convey thisorder, or any moves due or m become due hereunder without the
prior written consent of the other party.
10. TITLE.
The Seller warrants full, clear and unrestricted title m the Purchaser for all equipment materials, and items (smashed
in performance of this agreement free and clear of any and all liens, resm do n, reservations, security interest
encumbrances and claims of others.
11. NONWATVER.
Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof failure or delay m
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 many 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 antirust
violations are in fact home by the Purchaser Theretofore, for good cause and as consideration for executing this
purchase order, the Seller hereby assigns to the Pmchaser any and all claims it may now have or hereafter
acquired under federal or state unmust laws for such overcharges relating m the pamcular 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 m comply, the Purchaser
may cause the work m 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 connectors of any der 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 parry released and shall extend to the
directors, officers and employees of such parry.
The Sellers contractual obligations, including ministry, 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, annual or process covered by Inner, 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 cog, expense or damage which it may be obliged to pay by reason of such
infringement at coy time during the prosecution or after the completion of the work. In case said equipment or
any pan 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 an its option, either procure for the
Purchases the right to continue using said equipment or parts, replace the same with substantially equal but
noninf niging equipment or modify it so it becomes nownfnnging.
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 panes 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 an perform work hereunder.
including the services of Sellers Repraentative(s), on the premises of others.
17. SELLERS RESPONSIBILITY.
The Seller shall carry on said work at Sellers 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 Sellers final completion and
acceptance, complete the work at Seller's own expense and in the satisfaction of the Purchaser. When nationals
and equipment we finished by others for installation or erection by the Seller, the Seller shall receive, unload,
gore and handle same at the site and become responsible therefor as though such materials and/or equipment
were being famished by the Seller coda the order.
18. INSURANCE.
The Seller shall, a his own expense, provide for the payment of workers compensation, including occupational
disease benefits, in 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 tarty comprehensive general liability including, but not limited to, contractual and aummobile public
liability insurance with bodily injury and death limits of an 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 say of the Sellers or his contractors
employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a certificate
that such compensation and insurance have been provided. Such cemficates shall specify the dwe when such
compensation and insurance have been provided. Such cemficates shall specify, the date when such compensation
and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the
man, 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 m 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
contracmrs, 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 an 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 offerers, agents or employees as aforesaid, the Seller hereby agrees in assume the defense thereof and in
defend the same a the Sellers own expense, in pay why and all costs, charges, atmmeys fees and other expenses,
my 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 panes 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 contracmrs shall take all safety precautions, famish 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 theem,
Revised 072014