HomeMy WebLinkAbout299812 SIGNS NOW #429 - PURCHASE ORDER - 9142049Fort Collins
Date: 04/10/2014
Vendor: 299812
SIGNS NOW #429
3500 S COLLEGE AVE
FORT COLLINS CO 80525
PURCHASE ORDER
PO Number Page
9142049 1 of 7
This number must appear
on all invoices, packing
sli s and labels.
Ship To: TRANSPORTATION PLANNING 8r
281 NORTH COLLEGE
FORT COLLLINS CO 80524
Delivery Date: 04/10/2014 Buyer: WILSON, JILL
Note: 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 GOVERNMENT OBLIGATION TO THIRD PARTIES
No Obligation by the Federal Government.
(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
Program Fraud and False or Fraudulent Statements or 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
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
/"v f-�
PURCHASE ORDER
PO Number Page
9142049 2of7
This number must appear
on all invoices, packing
sli s and labels.
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.FEDERAL CHANGES
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.
57ERMINATION
A.Termination for Convenience (General Provision) The (Recipient) 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 (Recipient) to be paid the Contractor.
If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for
the same, and dispose of it in the manner the (Recipient) directs.
B.Termination for Default [Breach or Cause] (General Provision) 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 (Recipient) 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 (Recipient) 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
(Recipient), 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 (General Provision) The (Recipient) in its sole discretion may, in the case of a termination
for breach or default, allow the Contractor [an appropriately short period of time] 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 (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or
4(114
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.mm PO BOX 580
Fort Collins, CO 80522-0580
Fort Collins
PURCHASE ORDER
PO Number Page
9142049 3of7
This number must appear
on all invoices, packing
sli s and labels.
conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient)
setting forth the nature of said breach or default, (Recipient) 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 (Recipient) 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 (Recipient) elects to waive its remedies for any breach
by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit
(Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this
Contract.
E.Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the
services within the time specified in this contract or any extension or if the Contractor fails to comply with any
other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall
terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The
Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in
accordance with the manner or performance set forth in this contract.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default,
the rights and obligations of the parties shall be the same as if the termination had been issued for the
convenience of the Recipient.
F.Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to
perform the services, including delivery services, within the time specified in this contract or any extension or if
the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this
contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination
specifying the nature of default. The Contractor will only be paid the contract price for services performed in
accordance with the manner of performance set forth in this contract.
If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon
direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The
Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to
agree on an amount will be resolved under the Dispute clause.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default,
the rights and obligations of the parties shall be the same as if the termination had been issued for the
convenience of the (Recipient).
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
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
City of
FF6rt Collins
PURCHASE ORDER
PO Number Page
9142049 4 of 7
This number must appear
on all invoices, packing
sli ; and labels.
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 _ %. A separate contract goal [of _ % DBE participation has] [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)).
c. (If a separate contract goal has been established, use the following) Bidders/offerors are required to
document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith
efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the
following [concurrent with and accompanying sealed bid] [concurrent with and accompanying an initial proposal]
[prior to award]:
1. The names and addresses of DBE firms that will participate in this contract;
2. A description of the work each DBE will perform;
3. The dollar amount of the participation of each DBE firm participating;
4. Written documentation of the bidder/offeror' s commitment to use a DBE subcontractor whose participation it
submits to meet the contract goal;
5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor s
commitment; and -
6. If the contract goal is not met, evidence of good faith efforts to do so.
[Bidders][Offerors] must present the information required above [as a matter of responsiveness] [with initial
proposals] [prior to contract award] (see 49 CFR 26.53(3)).
(If no separate contract goal has been established, use the following) The successful bidder/offeror will be
4(114
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
PO
PURCHASE ORDER 914204er Page
City of PURCHASE
9142049 5 of 7
' `t Collins
Ins This number must appear
V ` on all invoices, packing
sli s and labels.
required to report its DBE participation obtained through race -neutral means throughout the period of
performance.
d. 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, [the contractor may not hold retainage from its subcontractors.] [is required to
return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to
this contract is satisfactorily completed.] [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.]
e. 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
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 E, 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 (name of grantee) requests which
would cause (name of grantee) to be in violation of the FTA terms and conditions.
9.CARGO PREFERENCE REQUIREMENTS
Cargo Preference - Use of United States -Flag Vessels - The contractor agrees: a. to use privately owned United
States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry
bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or
commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable
rates for United States -Flag commercial vessels; b. to furnish within 20 working days following the date of
loading for shipments originating within the United States or within 30 working days following the date of leading
for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -
of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National
Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient
(through the contractor in the case of a subcontractor's bill -of -lading.) c. to include these requirements in all
subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment,
material, or commodities by ocean vessel.
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
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
9142049 6of7
This number must appear
on all invoices, packing
slips and labels.
facilities must comply with both the ADAAG and amendments thereto in Appendix A to 49 CFR Part 37.
12.CITY OF FORT COLLINS BID PROTEST PROCEDURES
The City of Fort Collins has a protest procedure, covering any phase of solicitation or award, including but not
limited to specification or award. The protest procedures are available from the Purchasing Department, City of
Fort Collins, 215 N. Mason, Street, 2nd Floor, P. O. Box 580, Fort Collins, CO. 80522. You may also request a
copy of the procedures by emailing: Purchasing@fcgov.com <mailto:Purchasing@fcgov.com> or calling 970-
221-6775.
Line Description Quantity UOM Unit Price Extended
Ordered Price
1 WAYFINDING SIGNS & DECALS
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
1 LOT LS
12,548.50
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Tefrrls and Conditions
Page 7 of 7
1. COMMERCIALDETAILS.
Tax exemptions. By statute the City of Fort Collins is exempt from store and heal taxes. Our Exemption Number is
11. NON WAIVER.
98-04502. Federal Excise Tax Exemption Cenifcare 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 10
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a).
exercise any rights or remedies provided herein or by law, failure to promptly Many, the Seller in the event of a
breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall net release Ne Seller of
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when chipped or due m defects Of
any of the warranties or obligations of this purchase order and shall not he deemed a waiver of any right of the
damage in narrah may be resumed to you for credit and arc not uo be replaced except upon receipt of written
purchaser to insist upon strict performance hereofer any of its rights or remedies n to any such goods, regardless
instructions from the City of Fan Collins,
of when shipped, received or accepted, as to any prior or subsequent default herearri nor shall any purposed
and modification or rescission of this purchase order by the Purchaser operate an, a waiver of any of the terms
Inspection. GOODS are subject to the City of Fart Collins inspection on arrival.
harm(.
Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in
12. ASSIGNMENT OF ANTITRUST CLAIMS.
authorized payment on the pan of the City of Fos Collins. However, it is to he understand thatFINAL
Seller and the Purchaser recognize then is actual evis practice, o ercharges resulting firm antitrust
ACCEPTANCE is dependent upon completion ofall applicable required inspection Protestants.
violations are in fact Dome by the Purchaser. Theretofore, good cause and as consideration for executing Nis
purchase order, the Seller hereby claims in the Purchaser any and all claims it may now have or hereafter
Freight Term. Shipments must be F.O.B., City of End Collins, 700 Wood St., Fos Collins, CO 80522, unless
acquired under belong or stole antitmst laws for such overcharge million to the particular goods or services
otherwise specified on this order. Ifpermisslon is given to prepay freight and charge separately. the original freight
purchased or acquired by the Purchaser processor to this purchase order.
bill most accompany invoice. Additional charges for parking will not be compled.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Shipment Distance. Where manufacturers have distributing points in orme, pans or the country, shipment is
1(the Purchuer directs the Seller,. correct nonconforming M defective goods by a data I. be agreed upon by the
expemed from the nearest distribution in, m deninmims and excess freight will be deducted from Invoice when
Purchaser and the Seller, and the Seller thereafter indicates its inability or wwillingness to comply. the Purchaser
shipments arc made from g.,a, distance.
may.. the .,it to be performed by the most expeditious May available to it, and the Seller shall Pay all
.is acsacimW with such work.
Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenes required by all
applicable laws, regulations, ordinances and talcs of the state, municipality, mnitory or political subdivision where
the work is performed. or required by any other duly constituted public authority haviniijunal iclion aver the work
of vendor. Seller fuller agrees to hold the City of Find Collin harmless from and against all liability and loss
incurred by them by sawn of an anerted or esmblished violation of any such laws, regulation, ordination, roles
and mluitements.
Annunciation. All ponies to this contract agree that the representatives art, in fact, bony fide and paness full end
complex, authority I. bind said posies.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the must and condition stated
herein set forth and any supplementary or additional term and condition annexed hereto or inompamled herein by
reference. Any addiuowl or different morn and condition proposed by seller we objected to and hereby jetted.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you most make complete shipment he arrive on your
premised delivery date as noted. Time is of the essence. Delivery and performance must he effected within the time
stated on the purchase order and the documents attached hereto. No arcs of the Purchasers including, without
limitation, acceptance of partial late deliveries, shall operate as a waiver of his provision. In the event of very delay,
the Purchaser shall have n addition to other legal and equitable remedies, the option ofplzcing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall Out be liable for damages as a result of delays
due in causes not reawrubly foreseeable which art beyond its reasonable annual and without its fault of negligence,
such on fGad, acts armed ar military authorities, govemomand priorities, fires, stik w. Rope epidemics, wars M
nods provided that notice of the condition caning such delay is given to the Purchaser within five (5) days of the
time when the Seller first received knowledge thereof In the event of any such delay, the date of delivery shall Ix
extended for the peed equal in the time actually last by reason ofthe delay.
3. WARRANTY.
The Seller warrants that all good, articles, materials and work covered by this order will conform with applicable
drawings, maritime—, sample anrpor other descriptions given, will be fit for the purpose intended, and
performed with the highest degree of care and competence in accordance with exampled standards for work of a
similar mature. The Seller agrees to hold the purchaser hairdos. from any loss, damage err a.,. which the
Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make
good, without year to the purchaser, any defects Or faults nosing within one (I) year or within such longer period Of
time as may be prescribed by law or by the corms of., applicable wwunty provided by he Seller vBe, the date of
acceptance of the goods fumished hereunder (acceptonce not to be unreasonably delayed), resulting from imperfect
or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not
ontitate a waiver of any claim under this wo nasty. Except n otherwise provided in this purchase order, the Sellers
liability hereunder shall extend ro all damages proximately caused by the breach of any of the loregoing warranties
or guarantees, but such liability shall in no event include loss Of profits or loss or 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 toms by written change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the man, other than legal mats, including additions to or deletions from
the quantities originally ordered in the specifiei lens or drawings, by verbal or written change order. If nay such
change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written cltnnge order, ¢nnimte this agreement as to any or all portions of the
goods then not shipped, subject to any equitable adjustment belween the parties as to any work or materials then in
progress provided that the Pmewitr limit tint be liable 1'or any claims for anticipated prong on the rmcompteted
portion of the goods and/or .,it, for incidental or cunscgnential damages, and that no such adjustment be made in
favor of the Seller with rasped to any goods which are the Sellers standard stock. No such termination shall relieve
the Purchase or the Seller ofwy, oftheir obligations as to any goods delivered hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment most be asserted within thirty (30) days from the date the change or movinmion is
ordered.
8. COMPLIANCE W ITI4 LAW.
The Seller cants chat all goods sold hereunder shall have been produced, sold, delivered and famished in strict
compliancewithall applicable laws and regulations to which the gods art subject. The Seller shall execute and
deliver such documents in may he required to effen or evidence compliance. All laws and regulations required to be
incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to
indemnify and hold the Purchner historic. from all casts and damages mini d by the Purchaser as a result of the
Sellers failure m comply will Such law.
9. ASSIGNMENT.
Neither parry shall resign, transfer, or convey this order, or any monies due or to became due hereunder without the
plum written transient of the other patty.
10. TITLE.
The Seller watmnrs fill, of= and unrestricted title to the Purchaser for all uluipment materials, and item famished
to performance of this agreement, f and clear of any and all lien, remctian, reservation, security interest
encumbrances and claims ofothers.
The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature
ruulling from the performance ofauch work.
This metric shall apply even in the mint of fault of negligence of the parry released and shall extend in the
directors, oIfcari and employees of such party.
The Sellers compound obligatiom, including warranty, shall not he deemed m be reduced, in any way, becane
such work is performed or caused to be pert edby the Permit r.
14. PATENTS.
Whenever the Seller is required to use any design, device, material or process covered by letter, patent trademark
or copyright the Seller shall indemnify and save head. the Nub. from any and all claims for infringement
by reason of the ere of such patented design, deice, material or process m 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 any time during the presentation or after the completion of the work. In case said equipment or
any pas thereof or the intended ere of the good, is in such wit held m constitute infringement and the use of
said equipment or pas is enjoined, the Seller shall, at its own as,. and at its option, either procure for the
Purchaser the right to continue using laid equipment or parts, replace the same with substantially equal but
noninGnging equipment. M modify it so it becomes noninGnging.
15. INSOLVENCY.
If the Seller shall become insolvent or bankmpt make an assignment for the benefit of creditors, appoint a
receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definition ofterms used or the interpretation of the agreement and the rights of all patties herewder shall be
continued under and governed by the laws ofthe State ofColomdo, USA.
The following Additional Condition apply only in cases where the Seller is to perform work hereunder,
including the services of Sellers Representative(s), on the premises ofothers.
17. SELLERS RESPONSIBILITY.
The Seller shall cony on said work an Sellers nun risk it the same is fully completed and accepted, and shall,
in se Of any accident, destruction or injury to the work and/or mamnall before Sellers final compleion and
acceptation, complete the work at Sellers own expense and to the satisfartion of the Purchaser. When materials
and equipment are famished by others for installation or erection by the Seller, the Seller shall receive, unload,
store and handle same at the site and become responsible therefor as though such materials and/or importer
were being famished 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 pumhau order,
and/or to their dependents in accordance with the laws of the slate in which the work is to be done. The Seller
,led also tarty comprolmmivc general liability including, but not limiled It, comre ncal and aummobile public
liability insurance with buddy injury and death limits of at least $300,000 for any one person, S50(),000 for any
One ccidenl and property damage limit per accident of $400,000. The Seller shall likewise require his
contractors, if any, to provide for such compensation and insurance. Before any of the Sellers M his coamcmrs
employee shall do any work upon the premises of others, the Seller shall fmish the Purchaser with a witificam
that such compensation and insurance have been provided, Such certificates shall specify the date when such
compensation and insurance have been provided. Such rin ifcates shall specify the date when such compensation
and insurance expires. no Seller agree that such wmperroamn sad in.umnen shall be maintained until mer the
entire work is completed And accepted.
19, PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Sal let hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind
or nature whatsoever to Persons or property, caused by or resulting from the execution of the work provided for in
this purchase order or in connection herewith. The Seller will indemnify and hold hmmless the Purchaser and any
or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages,
charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may
B, put or subject by reason of any at, action, neglect omission or default Oa the pan of the Sell, any of his
contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other
proceedings shall be brought against the Purchaser, or its officer, agents or employees or any time on account or
by reason of any act action, neglect, omission or default of the Seller of any of his contmmors or any of its or
than officers, agents or employees as aforesaid, the Seller hereby agrees or assume the defame thereof and se
defend the same at the Sellers own expense, to pay any and all costs, charges, allomeys fro and other expenses,
any and all judgments that may be incurred by or obtained against the Purchaser or any of ill ar their officers,
agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or
obtained against the property of the Pumhuet or said parties in or as a result of such suits or other proceedings,
the Seller will at once cause the same to be dissolved and discharged by giving band or otherwise. The Seller and
his contractors shall sake all safety, precaution, fmish and recall all guards necessary for the prevention of
accidents, comply with all laws and regulation with regard to safety including, but without limitation, the
Occupational Safety and Health Act of 1970 and all toles and regulation issued pursuant thereW.
Revised (B)INHO