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HomeMy WebLinkAbout121649 WEAR PARTS & EQUIPMENT CO INC - PURCHASE ORDER - 9150118PURCHASE ORDER PO Number Page City O'f9150118 1017 `t CollinsCThis number must appear " on all invoices, packing slips and labels. Date: 01 /08/2015 Vendor: 121649 Ship To: FLEET SERVICES - MAIN SHOP WEAR PARTS & EQUIPMENT CO INC CITY OF FORT COLLINS PO BOX 472617 835 WOOD ST AURORA CO 80047-2617 FORT COLLINS CO 80521 Delivery Date: 01/08/2015 Buyer: DOUG CLAPP Note: Line Description Quantity UOM Unit Price Extended Ordered Price Blanket Order 1 LOT LS 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. 50,000.00 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 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 Of150118 1017 C/' rt CollinsI This number must appear ,�—J`'_ ` on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price Federal assistance provided by FTA. It is further agreed that the clause shall not be modified. except to identify the subcontractor who will be subject to its provisions. 2.PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S C. § 3801 et seq. and U S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3.ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.0 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. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a 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 Of/� 9150118 3 of 7 `t Collins This number must packing on all invoices, packing sli sand labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from the City setting 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 Of^ 9150118 4 of 7 Flirt Collins This number must appear ,�—,J`' ` ` , 1 on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 § 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.0 § 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 City of art Collins PURCHASE ORDER PO Number Page 9150118 so" This number must appear 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 ter., pi,4 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80622-0580 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 9150118 1017 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 Appendix A to 49 CFR Part 37. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email: purchasing@fcgov corn ie Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 12MMIMMORK MANKS rel�aa� Page 7 of 7 L COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONW AIVER- 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof failure or delay to Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-26. 114 (a). exercise my rights or remedies provided herein or by law, failure to promptly manly 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 Cods Rejected. GOODS REJECTED due to failure m meet specifications, either whom shipped or due to defects of my of the warranties or obligations of this purchase order and shall not be deemed a waiver of my right of the damage be transit, may be returned to you for credit and are trot to be replaced except upon receipt of written purchaser to insist upon strict performance hereof or my of its rights or remedies as to my such goods, regardless instructions from the City of For Collins. of when shipped received or accepted, as to my prior or subsequent default hereunder, nor shall my purported oral modification or rescission of this purchase order by the Purchaser operate as a waver of my of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result m 12, ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize thin in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations we in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser my and all clams it may now have or hereafter Freight Terms. Shipments must be F.0 B. City of Fort Collins, 700 Wood St., Fort Collins, CO 90522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pain of the country, shipment is expected from the nearest distribution point to desdnatioo, 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, cemficates and licenses required by all applicable laws, regulations, ordinances and rules of the scale, municipality, territory or political subdivision whore the work is performed or required by my 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 tram by reason of an asserted or established violence of my 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 sad farces. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions Stated herein set forth and my supplementary or additional terms and conditions annexed herem 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 data as rwtal Time is of the essence. Delivery and performance most 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 waver of this provision. In the event of my 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 we beyond its reasonable control and without its fault of negligence, such acts of God. acts of civil or military amhonties, governmental priortnes, fires, strikes, Flood epidemics, wars or hots provided thin notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time wban 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 acmally lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, amcles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptors 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 mature. The Seller agrees to hold the purchaser harmless from my 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, my defects or faults arising within one (1) year or within such longer period of time m may be prescribed by law or by the terms of my applicable warmly provided by the Seller after the data of acceptance of the goods furnished hereunder (acceptance not to be =reasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not consulate a waver of my 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 breech of my 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 woman change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make my changes to the terms, other than legal temps, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If my such change affects the amount due or the time of performance hereunder, m equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at my time by writm change order, temunate this agreement as to my or all portions of the goods than not shipped, subject to my equitable adjustment between the parries as to my work or materials than in progress provided that the Purchaser shall not be liable for my clams for anticipated profits on the uncompleted pomon 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 my goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to my goods delivered hereunder 7. CLAIMS FOR ADJUSTMENT Any clam 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 stem compliance with all applicable laws and regulators to which the goods are subject. The Seller shall execute and deliver such documents w 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 hndemmfy 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, transfer, or convey this order, or my monies due or to become due hereunder without the poor "am consent of the other palm. to TITLE. The Seller warrants full, clear and unresm bcd ride to the Purchaser for all egmpmmt materials, and items furbished in perfommance of this agreement, free and clear of any and all bens, rnmilbons, reservations, security interest encumbrances and claims ofothers. 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 den work to be performed by the most expeditious mews available to it, and the Seller shall pay all costs associated with such work. The Seller shell releme the Purchaser and its contractors of my tier from all liability and clams of my nature resulting from the perfommance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend w the directors, officers and employees of such parry. The Sellers contractual obligations, including warranty, shall not be deemed m be reduced in my way, because such work is performed or mused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use my design, device. material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from my and all clams 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 my cost, expense or damage which it may be obliged to pay by reason of such infringement at my time during the prosecution or after the completion of the work. In case sad equipment, or my part thereof or the intended use of the goods, is in such suit held to consnmte infringement and the use of sad equipment or part is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right m continue using said equipment or parts, replace the same with substantially equal but noninfiingtng equipment, or modify it w it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a recover or memo for my of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The defmtoons of tenors used or the interpretation of the agreement and the rights of all Ames hereunder shall be construed order 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 Reprmartative(s), on the premises climbers; 17. SELLERS RESPONSIBBdTY. The Seller shall carry on sad work at Sellers own risk until the same is fully completed and accepted, and shall. in case of my accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Sellers 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, scare and handle Some 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 dependants in accordance with the laws of the store 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 my one person, $500,000 for my one accident and property damage limit per accident of 5400,000. The Seller shall likewise require his contractors, if my, to provide for such compensation and insurance. Before my of the Sellers or his contractors employees shall do my work upon the premises of others, the Seller shall famish the Purchaser with a cemficate 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 what such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed cod accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES The Seller hereby assumes the more responsibility and liability for my and all damage, loss or injury of my kind or nature whatsoever to persons or property caused by or resulting from the execution of the work pmvided for in this purchase order or in connection herewith. The Seller will inderenifv and hold hornless the Purchaser and my or all of the Purchasers officers, agents and employees from and against my 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 my act, action, neglect, omission or default on the part of the Seller, my of his contractors, or my of the Sellers or contractors officers, agents or employees. In cane my suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at my time on account or by reason of my act action, neglect, omission or default of the Seller of my of his contractors or my of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same a1 the Sellers own expense, to pay my and all casts, charges, attorneys fees and other expenses. my and all judgments that may be incurred by or obtained again the Purchaser or my oft" or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or counted 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 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 072014