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HomeMy WebLinkAbout534718 LION APPAREL INC - CONTRACT - RFP - 7566 POUDRE FIRE AUTHORITY UNIFORMSServices Agreement 7566 Poudre Fire Authority Uniforms Page 1 of 13 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City", as agent, on behalf of the Poudre Fire Authority (PFA), and Lion Apparel Inc., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services and goods in accordance with the scope of services attached hereto as Exhibit "A", consisting of two (2) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence April 1, 2014, and shall continue in full force and effect until March 31, 2015, unless sooner terminated as herein provided. In addition, at the option of the City and/or PFA, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF Services Agreement 7566 Poudre Fire Authority Uniforms Page 2 of 13 such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City and PFA of such condition within five (5) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City and/or PFA may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Lion Apparel, Inc. Attn: Katherine Stephens 7200 Poe Ave, Suite 400 Dayton, OH 45414 kstephens@lionprotects.com Poudre Fire Authority Attn: Daniel Santillanes 102 Remington Street Fort Collins, CO 80524 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City and/or PFA, the Service Provider shall be paid for services and goods rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City and/or PFA shall pay the Service Provider for the performance of this Agreement, subject to additions and deletions provided herein, as per the attached Exhibit "D", consisting of one (1) page, and incorporated herein by this reference. 6. City Representative. The City and/or PFA will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City and/or PFA Representative. DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF Services Agreement 7566 Poudre Fire Authority Uniforms Page 3 of 13 7. Independent Contractor. The services to be performed by Service Provider are those of an independent contractor and not of an employee of the City of Fort Collins or the Poudre Fire Authority. The City and/or PFA shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of its obligations to provide to the City and/or PFA the services and goods set forth in the Exhibit A, Scope of Services, without the prior written consent of the City and/or PFA, which consent shall not be unreasonably withheld. If any of the services or goods are subcontracted hereunder (with the consent of the City and/or PFA), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City and/or PFA, nor will it obligate the City and/or PFA to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City and/or PFA to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City and PFA enter into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign or delegate any of its responsibilities and duties arising under the Agreement without the prior written consent of the City and/or PFA. Any such assignment without the City’s and/or PFA’s prior written consent shall be deemed null and void. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF Services Agreement 7566 Poudre Fire Authority Uniforms Page 4 of 13 services or goods shall not be construed to operate as a waiver of any rights or benefits provided to the City and/or PFA under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to the City and/or PFA. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City and/or PFA -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from the City and/or PFA of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to the City and/or PFA. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default thereof. DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF Services Agreement 7566 Poudre Fire Authority Uniforms Page 5 of 13 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and permitted assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and permitted assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City and/or PFA, their officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City and PFA as an additional insured under this Agreement of the type and with the limits specified within Exhibit “B”, consisting of one (1) page, attached and incorporated by this DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF Services Agreement 7566 Poudre Fire Authority Uniforms Page 6 of 13 reference. The Service Provider, before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement and venue for any judicial action to enforce or interpret this Agreement shall only be in the District Court for the Eighth Judicial District in Larimer County, Colorado. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. In addition, the terms and conditions of the Purchase Order attached as Exhibit “E”, consisting of one (1) page and incorporated by reference, (“Purchase Order”) shall apply to the services and goods to be provided under this Agreement. References in the Purchase Order to “City of Fort Collins” shall also refer to PFA; references to “Purchaser” shall refer to both the City and PFA; and references to “Seller” shall refer to the Service Provider. In the event of any conflict between the terms and conditions of the Purchase Order and the other terms and conditions of this Agreement, the terms and conditions of the Purchase Order shall control. DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF Services Agreement 7566 Poudre Fire Authority Uniforms Page 7 of 13 CITY OF FORT COLLINS, COLORADO a municipal corporation By:_______________________________ Gerry Paul Director of Purchasing and Risk Management Date:_____________________________ POUDRE FIRE AUTHORITY By: _________________________________ Tom DeMint, Fire Chief Date: ______________________________ ATTEST: _________________________________ City Clerk APPROVED AS TO FORM: ________________________________ Assistant City Attorney LION APPAREL, INC. By:_______________________________ __________________________________ PRINT NAME __________________________________ TITLE (Corporate President or Vice President) Date:_____________________________ DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF 4/23/2014 Andrew Schwartz Andrew G Schwartz 4/29/2014 4/29/2014 Services Agreement 7566 Poudre Fire Authority Uniforms Page 8 of 13 EXHIBIT A - SCOPE OF SERVICES 1. It is Poudre Fire Authority’s (PFA) preference to work directly with a Uniform manufacturer on all service and sales related matters, as opposed to through a third-party supplier. Continuity of supply and uniform appearance for the ensemble selected is a primary concern for PFA. The intent is that a large Initial Stocking Order for BDU Pants for approximately 200 employees of PFA (at 2 per) will be placed upon award of the Services Agreement for Year 1; followed by a large Initial Stocking Order for long (1 per) & short- sleeve (2 per) shirts and BDU shorts (2 per) in Year 2; with smaller Replenishment Orders to be made annually over the course of the Agreement. The intent is to award a one-year agreement that can be renewed annually up to four times (for a maximum of five years total). 2. Professional Appearance: It is a prime requirement of this Agreement that PFA maintain a quality and professional appearance; meaning that the awarded apparel must match in color and the style remains consistent with the initially provided samples. For the duration of the contract, the Service Provider must provide guarantee of ongoing quality, color fastness, sizing, service, etc. 3. Service Provider will provide work uniforms to PFA personnel (approx. 200 people) for a period of up to 5 years. 4. Lead Time: Lead time after receipt of order is 10 – 14 days for stock sizes, 75 – 90 days for made-to-order non- stock sizes and 90 – 100 days for bulk orders (e.g. for an initial PFA order of 400 pants). 5. Uniform Complement and Quantities: Garments covered under this Program will be selected by the Project Manager from the items represented on the Pricing Schedule. If additional items not covered on the Pricing Schedule are requested by the Project Manager as the Agreement progresses past the Initial Stocking Orders in Year 1 and Year 2, they will be priced using the Service Provider’s same Pricing Multipliers that are used for similar item categories on the Pricing Schedule. Project Manager will determine the quantity of each item to be provided for each employee in their department. Project Manager may add or delete uniform pieces from the Contract at any time during the Contract Period. 6. Oversize Uniforms: Service Provider should be aware that an average of 5-10% of PFA employees require oversized uniforms (i.e., Big and Tall sizes). No additional cost is to be charged for oversized garments. Also, the Service Provider is required to provide female- size apparel at no additional cost; it is estimated that 8-10% of PFA employees will be female. Service Provider is to make every effort to see that oversize and female employees receive their uniform pieces in the same time frame as regular-size male employees. 7. All contract extensions after Year 1 are subject to annual appropriations of funds. 8. The City will retain the samples provided by the awarded Service Provider in order to create an express warranty that the whole of the goods provided shall conform to the samples submitted. 9. List of Project Personnel - This list should include the identification of the contact person with primary responsibility for this contract. DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF Services Agreement 7566 Poudre Fire Authority Uniforms Page 9 of 13 Howard J. Fleming- National Sales Director Phone: (864) 208-7905 E-mail: hfleming@lionprotects.com Amy Smith- Customer Service Specialist Phone: (937) 415-2813 E-mail: asmith@lionprotects.com Katherine Stephens- Inside Sales Coordinator Phone: (937) 415-2829 E-mail: kstephens@lionprotects.com 10. Measurement: Service Provider must provide fit measuring for initial sizing of all personnel at the option of the PFA Project Manager. Service Provider shall negotiate schedules for these events with the PFA Project Manager, in the event it is required. DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF Services Agreement 7566 Poudre Fire Authority Uniforms Page 10 of 13 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City and/or PFA, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City and PFA with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City and/or PFA, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City and/or PFA, their officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF New insurance Services Agreement 7566 Poudre Fire Authority Uniforms Page 11 of 13 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”), as agent, on behalf of the Poudre Fire Authority (the “PFA”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City and/or PFA or their employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City and/or PFA may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City and/or PFA, or that relates to the business of the City and/or PFA, or that is used by the City and/or PFA in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City and/or PFA). The Service Provider shall not disclose any such information to any person not having a legitimate need-to- know for purposes authorized by the City and/or PFA. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City and/or PFA. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City and/or PFA in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City and/or PFA, or the City and/or PFA so requests for any reason, the Service Provider shall promptly return to the City and/or PFA any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City and/or PFA’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City and/or PFA shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF Services Agreement 7566 Poudre Fire Authority Uniforms Page 12 of 13 EXHIBIT D PRICING SCHEDULE ITEM # DESCRIPTION BIDDER’S PRODUCT # ESTIMATED QUANTITY PER UNIT PURCHASE PRICE EXTENDED TOTAL 1 BDU Pant (Initial Order, Year 1) BDU1951P=20 400 $142.95 $57,180.00 2 Poly/Cotton Job Shirt or work shirt, short sleeve (Initial Order, Year 2) 1457=10 Nomex 400 $64.95 $25,980.00 3 Poly/Cotton Job Shirt or work shirt, long sleeve (Initial Order, Year 2) 1457LS=10 Nomex 200 $74.95 $14,990.00 4 100% Cotton BDU shorts, unpleated (Initial Order, Year 2) 0148FKPT=10 400 $34.95 $13,980.00 Total Cost for Year 1 & Year 2 Initial Orders: 1400 pieces Nomex $112,130.00 1) Pricing is to remain firm throughout the term of the resulting Services Agreement; for both Initial Orders (placed in Year 1 and Year 2) and for subsequent reorder quantities. 2) Product Descriptions: o BDU Pant, color Navy Blue, Nomex, Tr-certified to meet NFPA 1975 Stationwear, NFPA 1951 Technical Rescue, & NFPA 1977 Wildland specifications (or equivalent) o Poly/Cotton Job Shirt or work shirt, safety panel front with hidden six button closure, 2 front breast pockets, dress collar, no shoulder epaulets, color Navy Blue, short sleeve, NFPA 1975 compliant (or equivalent) o Poly/Cotton Job Shirt or work shirt, safety panel front with hidden six button closure, 2 front breast pockets, dress collar, no shoulder epaulets, color Navy Blue, long sleeve, NFPA 1975 compliant (or equivalent) o 100% Cotton BDU shorts, color Navy Blue, pleated front, NFPA 1975 compliant (or equivalent), unpleated DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF EXHIBIT E PURCHASE ORDER TERMS & CONDITIONS Services Agreement 7566 Poudre Fire Authority Uniforms Page 13 of 13 Purchase Order Terms and Conditions 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terms. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or riots provided that notice 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 any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any 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 any 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 any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any 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. CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The ACORD name and logo are registered marks of ACORD See below 4/23/2014 7631469 158537 (This certificate replaces certificate# 7408989 issued on 3/4/2014) The City of Fort Collins Purchasing Division 215 North Mason Street Second Floor Fort Collins, Colorado 80524 7200 Poe Avenue Dayton, Ohio 45414 Lion Apparel, Inc. Suite #400 Navigators Specialty Insurance Company Travelers Property Casualty Co of America First Specialty Insurance Corporation 36056 25674 34916 1014 Vine Street, Suite 1100 Cincinnati, OH 45202-1195 Commercial Lines - (513) 333-0909 Wells Fargo Insurance Services USA, Inc. 1,000,000 2,000,000 X 1,000,000 10/01/2013 10/01/2014 50,000 A Excluded X CE13CGL116067IC X 2,000,000 B X X X Y-810-7A068164-13 10/01/2013 10/01/2014 1,000,000 1,000,000 C 10/01/2013 10/01/2014 X 1,000,000 IRE2000138 01 X 1,000,000 1,000,000 B YS-UB-7A068164-13 1,000,000 10/01/2013 10/01/2014 X Agreement No. 7566 (Poudre Fire Authority Uniforms) The City of Fort Collins is included as additionall insured for both General Liability and Automobile Liability as required by written contract. DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The ACORD name and logo are registered marks of ACORD See below 3/4/2014 7408989 158537 (This certificate replaces certificate# 7408936 issued on 3/4/2014) The City of Fort Collins Purchasing Division 215 North Mason Street Second Floor Fort Collins, Colorado 80524 7200 Poe Avenue Dayton, Ohio 45414 Lion Apparel, Inc. Suite #400 Navigators Specialty Insurance Company Travelers Property Casualty Co of America First Specialty Insurance Corporation 36056 25674 34916 1014 Vine Street, Suite 1100 Cincinnati, OH 45202-1195 Commercial Lines - (513) 333-0909 Wells Fargo Insurance Services USA, Inc. 1,000,000 2,000,000 X 1,000,000 10/01/2013 10/01/2014 50,000 A Excluded X CE13CGL116067IC X 2,000,000 B X X X Y-810-7A068164-13 10/01/2013 10/01/2014 1,000,000 1,000,000 C 10/01/2013 10/01/2014 X 1,000,000 IRE2000138 01 X 1,000,000 1,000,000 B YS-UB-7A068164-13 1,000,000 10/01/2013 10/01/2014 X Proposal No. 7566 (Poudre Fire Authority Uniforms) DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF The Purchaser may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. 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 Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may 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. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees of such party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but non-infringing equipment, or modify it so it becomes non-infringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at 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, unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, and/or to their 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 automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person, $500,000 for any one accident and property damage limit per accident of $400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any 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 entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the part of the Seller, any of his 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 officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said 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 bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03/2010 DocuSign Envelope ID: 962D7A12-CD95-45CC-AEBD-98EA9A1DE9FF