HomeMy WebLinkAbout171935 CLEAR CHOICE - PURCHASE ORDER - 9150130Fort Collins
Date: 01 /08/2015
Vendor: 171935
CLEAR CHOICE
PO BOX 5506
DENVER CO 80217
PURCHASE ORDER
PO Number Page
9150130 1 of 7
This number must appear
on all invoices, packing
sli s and labels.
Ship To: FLEET SERVICES - MAIN SHOP
CITY OF FORT COLLINS
835 WOOD ST
FORT COLLINS CO 80521
Delivery Date: 01/08/2015 Buyer: DOUG CLAPP
Note
Line Description Quantity UOM Unit Price Extended
Ordered Price
Blanket Order 1 LOT LS 7,000.00
Misc. Parts
to cover the cost of miscellaneous parts and sublet
services 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.
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
Shop Supplies - Transfort
1 LOT LS
500.00
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.
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
Pay terms net 30 days
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
PURCHASE ORDER PO Number Page
City Of///��� 9150130 z of 7
Collins
ns This number must appear
Flirt C
,�—,J`-' ` " on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
(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. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor
access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U S.C.
5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307,
5309 or 5311.
B The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to
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
/00 F0 or_t Collins
PURCHASE ORDER
PO Number Page
9150130 3 of 7
This number must appear
on all invoices, packing
sli s 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 C F R 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
PURCHASE ORDER PO Number Page
City Of9150130 a of 7
C/��+} Collins�his number must appear
//_',F�`J_' ` " , t ion all invoices, packing
sli s and labels.
Line Description Quantity UOM Unit Price Extended
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 Gent' 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
Fort Collins
PO Number Page
9150130 5 of 7
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
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775 Fax:970-221-6707 Email: purchasing@fcgov.com
Pay terms net 30 days
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
PURCHASE ORDER PO Number Page
City Of 9150130 1017
6rnumber st ppear
F6rtCollins 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, Fart Collins. CO 80522-0580
Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com
Total $7, 500.00
Pay terms net 30 days
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Terms and Conditions
Page 7 of 7
1. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Fort Collins is exempt from state and local fazes Our Exemption Number is 11. NONW AIVER.
98-04502, Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hercof, failure or delay in
Internal Revenue, Denver, Colorado (Ref Colorado Revised Stames 1973, Chapter 39-26, 114 (a), 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
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to deeetts of my of the warranties or obligations of this purchase order and shall not be deemed a waiver of airy right of the
damage in transit, may be resumed to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon smct performance hereof or my of its rights or remedies a to my such goods, regardless
instructions from the City of Fort Collins. of when shipped, received or accepted, in to my prior or subsequent default hereunder. Mir shall my purported
oral modification or rescission of this purchase order by the Purchaser operate a a waiver of my of the terms
Inspection. GOODS are subject to the City of Fort Collins inspection on arnval. hermf,
Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS.
anthonad payment on the part of the City of Fort Collins. However, it is to be understood thin 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 are in fact home by the Purchaser. Tiereinfore, for good cause and as consideration for executing this
purchase order, the Seller hereby assigns to the Purchaser my and all claims it may now have or hereafter
Freight Terms. Shipments must be F.O.B., City of Fon Collins, 700 Wood St, Fort Collins, CO 80522, unless acquired under federal or state we tnsst 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.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller in comect nonconforming or defective goods by a date to be agreed upon by the
expected from the nearest distribution point to elimination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness in comply, the Purchaser
shipments are made from greater distancemay 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.
Peanuts Seller shall procure at sellers Mile cost all necessary permits, certificates and licenses required by all
applicable laws, regulations, ordinaries and miles of the stme, murnapality, temtory or political subdivision where
the work is performed or required by my other duly committed 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 my such laws, regulations, ordinances, rules
and requirements.
Authonzarhon. All parties to this contract agree the the representatives are, in fact, bona fide and possess full and
complete authority to bind said parties.
LIMITATION OF TERMS. This Purchase Order expressly lints acceptance to the terms and conditions stated
herein set forth and my supplementary or additional terms and conditions annexed herein or incorporated herein by
reference. Any additional or different terms and conditions proposed by seller are objected in and hereby rejected.
2. DELIVERY
PLEASE ADVISE PURCHASING AGENT immediately if you carrot make complete shipment in arrive on your
promised delivery date a noted. Time is of the essence. Delivery and performance most be effected within the time
Mated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without
lirtumtion, acceptance of paroal late deliveries, shall operate as a waiver of this provision. In the event of any delay,
the Purchaser shall have, in addition in other legal and equitable remedies, she 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 pmormes, fires, strikes, Hood epidemics, wars or
nuts provided that nonce 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 my such delay, the date of delivery shall be
extended for the period equal in she time actually lost by reason of the delay.
3. WARRANTY.
The Seller wwants the all goods, articles, meenals 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 in hold the purchaser harmless from my loss damage or expense which the
Purchaser may suffer or incur on account of the Sellers breach of wvzrrenty. The Seller shall replace, repair or make
good without we to the purchaser, my 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 my 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 my claim =der this warmly Except as otherwise provided in thus purchase order. the Sellers
liability hereunder shall extend in all damages proximately caused by the breach 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 wnnen change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make my changes in the terms, other than legal terms, including additions to or deletions from
the quuntmes originally ordered in the specifications or drawings, by verbal or wnnm change order. If my such
change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may a my rime by written change order. terminate this agreement as to my or all portions of the
goods then not shipped, subject to my equitable adjustment between the parties as to my work or materials then in
progress provided that the Purchaser shall not be liable for my claims for anticipated profits on the uncompleted
portion of the goods and/or work, for incidence 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 my of their obligations m to my goods delivered hereunder,
7. CLAM FOR ADIUSTMENT
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 Sella warrants that all goods mid hereunder shall have been produced, sold delivered and furnished in met
compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and
deliversuch documents as; may be required to effector evidence compliance. All laws and regulations required in be
incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees in
indemnify and hold the Purchaser harmless from all vests and damages suffered by the Purchaser ss a result of the
Sellers failure to comply with such law.
9. ASSIGNMENT
Neither party shall assign, transfer. or convey this order, or my monies due or to become due hereunder without the
prior wnttrn consent of the other parry.
10. TITLE.
The Seller warrants full, clear and unrestrhcted title to the Purchaser for all equipment materials, and items furnished
in performance of this agreement free and clear of my and all liens, restrictions, reservations, security interest
encumbrance and claim of others.
The Seller shall release the Purchaser and its commctors of my her from all liability and claims of my nature
resulting from the performance of such work.
This relesse shall apply eves in the event of fault of negligence of the party released and shall extend in the
directors, officers and employees of such patty.
The Sellers commatial obligations, including warranty, shall not be deemed in be reduced, in my way, because
such work is performed or caused to be performed by the Purchaser.
14. PATENTS.
Whatever 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 claims for infringement
by reason of the use of such patented design, device, meenal or process in connection with the contract. and
shall indemnify the Purchaser for my cog, expense or damage which it may be obliged to pay by reason of such
infringement in my nine during the prosecution or after the completion of the work. In case said equipment, or
my pan thereof or the intended use of the goods, is in such suit held in 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 in continue using said equipment or pans, replace the same with substantially equal but
noninfringing equipment, or modify it so it becomes mninfunging.
15.1NSOLVENCY.
If the Seller shall become insolvent or bankrupt make an assignment for the benefit of creditors, appoint a
receiver or trustee for my 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 order and governed by the laws of the Saute of Colorado, USA.
The following Additional Conditions apply only in cases where the Seller is ro Perform work hereunder.
including the services of Sellers Representatrve(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 my accident, destruction or injury to the work and/or materials before Sellers final completion and
acceptance, complete the work a 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, =load,
More and handle same at the site and become responsible therefor as though such materials and/or equipment
were being famished by the Seller under the order.
Ili. INSURANCE.
The Seller shall, at his own expense, provide for the paymant of workers compensation, including occupational
du me 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 mu mobile public
liability insurance with bodily injury and death limits of in least $300.000 for my one Person, $500,000 for my
one accident and property damage limit per accident of $400,000. 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 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
mutt work is completed and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby assumes the enure responsibility and liability for my and rill damage, loss or injury of my 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 my
or all of the Purohwas officers, agents and employees from and against my and all claims, Iona, damages,
changes or expenses, whether direct or indirett and whether to persons or property to which the Purchaser may
be per or subject by reason of my ant 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 case my suit or other
proceedings shall be brought againstthe Purchaser, m its offerers, agentsor employees at my acme on account or
by teas= 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 in assume the defense thereof and in
defend the same w the Sellers own expense, to pay my and all costs, charges, attorneys fees and other expenses,
my and all judgments the may be incurred by or obtained against the Purchaser or my of its or their officers,
agents or employee in such suits or other proceedings, and in cam judgment or other lien be placed upon or
obtained against the property of the Purchaser, or said parties in or a 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, fumislh 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