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HomeMy WebLinkAbout525153 CONCEPT SIGNS & GRAPHICS - PURCHASE ORDER - 9141785Fort Collins Date: 03/28/2014 Vendor: 525153 CONCEPT SIGNS & GRAPHICS 1805 E LINCOLN AVE #At FORT COLLINS CO 80524 PURCHASE ORDER PO Number Page 9141785 1of7 his number must appear on all invoices, packing slips and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 PORTNER ROAD CITY OF FORT COLLINS CO 8052 Delivery Date: 03/27/2014 Buyer: DOUG CLAPP Note: reference bid #7547 Bus Wrap Line Description Quantity UOM Unit Price Extended Ordered Price 1 Bus Wraps x 7 35' 1 LOT LS Ref. proposal date 2/24/14 Contact: Mike Conley ph# 970-218-8039 18,370.00 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 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 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141785 2of7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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. 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.FEDERALCHANGES 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 V P I 4 Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141785 3 of 7 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 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 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. 6 2000d 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.mm Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 130 PURCHASE ORDER 914178er Page C1171 of PURCHASE 9141785 4.f7 ' `tCollins Thisnumbees,pacr must packing Coltins 1�7 on all invoices, packing sli s and labels. Line Description Quanntityt UOM Unit Price ExtendPri,ed 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 at seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7.DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The 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. 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.mm Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PO PURCHASE ORDER 914178er Page C117/ of PURCHASE 9141785 s of 7 ' `t Collins lins This number must appear �.I ` 1 1 on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. c. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the City of Fort Collins. In addition, Contractor is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City of Fort Collins and contractor s receipt of the partial retainage payment related to the subcontractor' s work. d. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. &INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Fort Collins requests which would cause the City of Fort Collins to be in violation of the FTA terms and conditions. 9.GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. 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 Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9141785 6 of 7 This number must appear on all invoices, packing sli s and labels. Line Description Quantity UOM Unit Price Extended Ordered Price remedies available to the City of Fort Collins, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10.ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 11.ADA Access Accessibility. Facilities to be used in public transportation service must comply with 42 U.S.C. Sections 12101 at seq. and DOT regulations, " Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and Joint ATBCB/DOT regulations, " Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38. Notably, DOT incorporated by reference the ATBCB' s " Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities, and are incorporated into Appendix A to 49 CFR Part 37. DOT also added specific provisions to Appendix A modifying the ADAAG, with the result that buildings and facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.mm 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 smtum the City of For Collins is exempt from sure and local taxm. Our Exemption Number is 9gAT502. Federal Excise Tax Exemption Cardinale of Registry 84-60005g7 is registered with We Collector of foamed Revenue, Denver, Coleman (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due in failure to meet specifications, either when shipped or due to defects of damage in transit, may be renamed to you for credit and art not to be replaced except upon receipt of wished ..firm from ale City of For Collins. Implication. GOODS arc subject to the City of For Collins impation on anisal. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in redoubts payment on the pan of the City of Far Collins. However, it is to be, understood thatFINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Tents. Shipments must be F.O.B., City of For Collins, 700 Wood St., Far Collins, CO 80522, unless otherwise specified on this order. If permission is given to pmpay freight and charge separately, the onginal freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pars of the country, shipment is expected floor the nearest distribution Point to destination, most excess Geight will be dWucled form Invoice when shipments are made form greater dismrdes. Permits. Seller shall procure at sellers sale cost all necessary permits, certificates and license required by all applicable lows, regulations, ondimnnes and elm of the state, municipality, territory or political subdivision where the work is performed, or required by my other duly constituted public authority having jurisdiction over the work of vend., Sella further agrees to hold the City of Too Collins hem Ws from and against all liability and lass dermal by them by reason of an aaered or eslabl¢hed violation of my such laws, regulations, o.dinmces, tales and requirements. And ... mation. An partes to this contract ogrea that he mprawntative are. in fact, bow fide and possess full mad complete authority to bind said parties. LIMITATION OF TERMS. This Pulohaw Order expressly limits acceptance to the temp and conditions sorted herein cal forth and any supplementary or additional morms and conditions annexed hemto or incorporaedd hemin by reference. Any additional or different lemma and conditions proposed by sells am objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENTimmediately ifyou cannot make complete shipment to wave on your promise) delivery dam m noted. Time is of the essence. Delivery, and Pat..,., be effected within the time stated on the purchase order and the derandos worried harem. No acts of ale Purchasers including, without limitation, acceptance of partial late all ivories, shall operate m a waiver of this precision. In the event ofmy 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. Ilowever, the Seller shall not be liable far damages ex a result of delays due to causes not reasonably foreseeable which are beyond its mamwble control and without its fault of negligence, such tell of God, acts ofcivil or military warrants, govemmenul priories, fires, strikes, food, epidemics, wars or riots provided Wert notice of the conditions causing such delay is Viven to ale Pmcbaser within five (5) days of the time when the Seller for received knowledge themes f. In the event of my such delay, the dam of delivery shall be extended for the period equal to the time actually last by reason ofthe delay. 3. WARRANTY. The Seller warrants that all good, articles, materials and work coxamd by this order will conforn with applicable drawings, spaiftcatiots, samples and/or other description given, will b, fir for the purposes intended, and performed with the highest degree of aam and competence in accordance with accepted standard for work of a similar nature. The Seller agrees W hold the purchaser handless form any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or make goad, without cost to the p.,abuse,, any defects or faults wising wifm one (I) year or within such longer Period of time as may be pdewribed by Law or by the temps of my applicable warranty provided by ale Seller Be,ethe date of mceprowe of the goods famished hereunder (tea,. and to the ..My delayed), resulting form empirical or defective walk done or mat ar a, famished by the Seller . Acceptance or am of goods by the Purchaser dull not oniimm a waiver of any claim under this warranty. Except as radia se provided in this purchase order, the Sellers liability hereandm shall extend to all damages proximately caused by the breach of my of the foregoing wananties or guaraaecs, but such liability shall in no event include loss of profts or loss of rise. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Prachmer may make changes to legal morn by canned change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes w the roams, other than legal terms, including additions to or deletions form We quantities originally ordered in We specifications or drawings, by verbal or wdnen change order. If any such change afecer the amount due or the It., ofparfomtancc hereunder, m equitable adjustment shall be made. 6. TERMINATIONS. The Purebaser may al any time by warned change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between We parties as to any work or materials than is progress provided that the Purebaser shall not be liable for any claims for anticipated profits on the uncompleted ponied o'the goods major work, for incidental or consequential damages, and that no such adjuammt be made in fmof of the Seller with respect to any god which are the Sellers amdard stack. No such termination shall relieve the Purchaser or We Seller of any ofrheir obligations as to any good delivered hereunder. T. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be sescned within thirty (30) days form the date the change m termination is ordered. 8. COMPLIANCE WITH LAW. The Seller war., that all good sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and malmons to which the goods are subject The Seller shall execute and deliver such documents as may be required to eRxl or evidence compliance. All law, and regulations required to be ncoryomtal in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold are Purchaser barnlms form all cols and damages suffered by the Purchaser as a result of the Sellers failure so comply with such law. 9. ASSIGNMENT. Neither party shall assign, tmmfer, or convey this order, or any moves due or to become due hereunder without the prior wrinen maser ofthe other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purcbmer for all equipment, materials, and items famished in performance of this agrearml, free and clear of my and all lien, restaurants, reservations, amewiry interest encumbrances and claims of others. 11. NONWAVVER. Failure of the Purchaser to insist upon strict perfn. of the tears and conditions hereaL failure or delay to exacom any rights or remedies provided haela or by dew, failme in promptly notify the Sella in the event of a breach the acceptance of at 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 haw for any of is rights or remedies as to any such goods, mgaNless of when shipped, rceived a terminal, al to any prior or subsequent default hereunder, nor shall my purported oral modification or remission of this purchase order by ale Purchaser open¢ or a waives of my of the mrms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Pumbmer recognize that in actual d is practice, overcharges resulting from antitrust violations are in fact home by the Purchaser. Theretofore. forgoodwale and as consideration for executing this purchase order, are Seller hereby assigns to the Purchaver any and all claims it may now have or hereafter acquired under federal or state -It., taus far such overcharges relating m the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase older. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Purchaser i irecu the Seller to correct nonconforming or defective goods by a date 10 be agreed upon by the Purchaser and the Seller, and the Seller thernarm, indicates its inability m unwillingness to comply, the Purchuef may cause the work to be performed by the most expeditious means available to it, and the Sella shall pay all cows auditioned with such work. The Seller shall relearn the Purchaser and its ocidecmrs of any tier from all liability and claims of any nature reselling from the performance ofsuch work. This release shall apply arm in the event of fault of negligence of the Iran, released and shag extend to the directors, oilirers and employees ofsuch pony. The Sal lea's commensal obligations, including warronly, shall nod be domed to To reduced, In any way, because will work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Sella is requital to use my dam, device, mmmial or process cm'ered by ]are,, patent, uademxk r copyright, the Seller shall indemnify and sex harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at my time during the prosecution or after the completion of the work. In use said equipment, or any pan thereof or the intended use of the good, is in such suit held to comtimte iafnngement said the use of said equipment or pan u enjoined, the Sella shall, at its own awn, and at its option, either procure for the Purchaser the eight to continue using said equipment or pans, replace the same with substantially equal but naninfringing equipment, or madlfy it so it becomes moninfringing. 15. INSOLVENCY. If the Seller shall become insolvenl or fuWmpl, make an assimeneat for the t ermal of creditors, appoint a receiver or trader for any of We Sellers proper, or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of erlm all or the interpretation of the agreement and the rights ofall parses hereunder shall he cumvuc l under and governed by the laws of the Stare ofColomdo. USA. The following Additional Continental apply only in caws where the Sella is to perform work hereunder, including the services of Sellas Represenutive(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Settles own ask. ,it the scone Is fully wmpincl and accepted, road shall, in case of any accident, destruction or injury to We work maker materials before Settees fidd completion real acceptance, complete the work at Seller's own expene, and to the satisfaction of the Purchaser. When maerials and equipment are furnished by others fur installation or ercdion by the Selleq the Seller shall receive, unload, sere and handle some at the she and became no,exible therefor m though such materials mere, equipment were being furnished by the Sella under the order. 18. INSURANCE. The Sella shall, at his own expense, provide for the payment of workers compcmarion, including occupational disease benefits, to is employees employed on or in connection with the work covered by this purchase order, midair to their dependents in accordance with the laws of the sure in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, comrzcmal and automobile public liability insurance with bodily injury rand death limits of at least 5303.00a for my one prison, S500,000 for any one accident and property damage limit per accident of S400,00 ). The Seller shall likewise require his contators, if my, so provide for such compensation and insurance. Before my ofthe Sellers or his contractors employees shall do any work upon the pmmlsm ofolhers, the Seller shall famish the Purchaser with a certificate that such compensation and incurrence have aced provided. Such cenifcams shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compemaian and insurance expires. The Seller agent thin such compensation read insurance shall be maintained .,it lifer the arum work is completed and occupied. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liabil by for any and all damage, loss or injury of any kind or nature whatsoever to penaru or property caused by or resulting from the execution of the work provided for is this purchase order or in connection herewith. The Seller will indemnify and hold hmmlas the Poortmef and any cr all of the Purchaxrs oficers, agents and employees from and against any and all claims, losses, damages, harges or expenses, whether direct or normal and whether to persons or pmpeny to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Seller or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against We Purchaser, or its officers, agents or employees at any time an account or by reaon of my act action, neglect, omission or default of the Seller of any of his mntmtiors or my of its m Weir offerers, agents or employees or aforesaid, the Seller hrrehy agaves to assume dw def me thereof lust to defend the same at the Sellers own expense, to pay my and all costs, charges, mrmeye fees and other expenses, my and all judgments that may be, incurred by or obtained atmart the Purchaser or any of its or their officers, agents or employees in such suits or other proceeding, and in case judgment or other lien be placed upon art obtained against the property ofthe Purchuseq or said parties in an as a result ofsuch suits or other proceedings, the Seller will at once Cauca the same to he dissolved and challenged by giving bond or otherwise. The Seller and his mnlme. shall rake all safey precautions, famish mJ install all gods neceamry for the pmidium, of accidents, comply with all laws and regulations with mgmd to safety including, but without limitation, the Occupational Safety and Health Act of 1990 and all tales and regulations issued pursuant thereto. Revised 03@010