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<br />~`>:ES&A Sign&Awning C0. 54y 485 5813 Oy114/2008 14:18 #529 R.003J0~4
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<br />n''1. Ag[eement. SeOer agrees io sefl, and Buyer agrees to purchase, an advertising display, sign or awning (Display) in corrFortnity with the terms of this agreemerrt_
<br />,~ r 2. Buver's Duties. Unless this agreemerrt provides otherwise, Buyer shall, at Buyers e~ense:
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<br />2~ Provide unobstructed access for personnel, vehicles arxl equipment directly adjacent to display Iocation including affic, roof, and fascia.
<br />22 Prior to ir~stallation, supply unobstrucied, ded~cated electrical circuts within 5'-0" of the Dtsplay of an appropriate capacity in contormance with Federal,
<br />State and loc~l laws.
<br />2.3 Provide all necessary bloc~cing, modificatior~s and/or ref~orcemertts to the building on which Display is to be installed
<br />24 ~derrtifY loca#ion of, relocafe or artange for relocation of, all public and pmrate underground utilities or overhead power lines as necessary to
<br />acxiommodate instaflation of Display and/or io comply with laws and re9ulations of federal, state, or focai municipai auihorities_
<br />25 Acquire ap necessary engineering, permits, pedormance bonds, arni zoning variances.
<br />26 Pmvide necessary tratfic contml, barricades, pa[king, sidewaik or otfier special use permiis.
<br />27 Remove and dispase of any pre-e~dsting Display or arcFgtecturai feature.
<br />28 Repair or restore exferior wall surfaces.
<br />2_9 Repair or replace iandscaping damaged in the course of Display irtsfallation.
<br />210 Aquire all necessary permission from the properry owner for the design, tocadon and instaltation of Disptay.
<br />27 Y MainFain responsib3lity in the eveM that Seiler performs arry of the Buyer's duties listed above.
<br />3. Seller's Duties. The canstnx~ion and ir~stallation of the Display shail be subject Fo delay caused by stdkes, fires, acts of God, regulations or restriction of govemment
<br />or pubfic aulfioriEy, or Wher accident forces, condfions or circumstances beyond the conirol of Se11er_ Such efrGUmstances shali suspend Sellefs
<br />obligation to perform its du[ies under this agreemer~t Subject to those conditioris, Selier shall, at Setler's e~ense:
<br />g. j Manu(acture the Display in conformance with design speafications provided to Buyer. Selier reserves the right to modtfy any or aq constniction,
<br />fabrication or instaliation, provided it does not, per industry standards, significantly affed the c~ality, aesthetics or stnicturai inteyrity of ihe product
<br />32 DeGver fhe Display fo a common carrier, 'rf this agreemerit so provides_
<br />3.3 lnshali the Dispiay, 'rf this agreement so provides, in oonFormity with ~nstailation specrficalions provided io Buyer_
<br />3.4 Irnestigate in good faith any ctaims by Buyer under the Limited Warrerny provided bythis agreement.
<br />4. PurChase Price.'fhe purchase price listed is subjecFto the (olbwing teRns:
<br />4, j Late Charue. Account Galances more than 30 days past due shall be assessed an additloriat charge of 1.50 percent of the outstanding balance per moMh.
<br />4.2 Additional Charaes. TFre purchase price C~sted in this agreement fs negotiated based upon an assumption of the absenoe of unusual and/or unantlctpated condi6ons.
<br />Buyer agrees to pay additional charges at Selle~s prevailing rates for urranticipated wortc occasioned by any of the followi~:
<br />42.1 Davis-Sacon Act prevailing wage, overtime arxUor after-hours installations.
<br />4.22 Buyers provision of inaccurate iniormation affeaing Display design, manufacturing or installation.
<br />4z.3 Separation of a multiple sign order irrto indvick~at orders no longer be(ng manufactured concuqently_
<br />42.4 Additionai trips toffmrtt jobsHe 6eyond orfgina[ allocation resulting from Btryer's request and/or non-periormance, or arry third party's request andlor
<br />nonpertormance_
<br />4.2.5 Buyers reyuest for a change m the Display requiring (a) nonstandard materials, production methods, cobrs, or fnishes, or (b) atteration of a
<br />partially or fudy completed ~isplay.
<br />4.26 Alteration of Display to aocommodate engineering, permits, architectural eiemer~ts, or bulding condfions.
<br />4.27 Repairs to pre~~dsting illumination induding but not Ifmited Eo ballasts, fluorescent lamps, famp holders, neon trartsFormers, neon tubing, eledrical
<br />tnsulators and wiring. •
<br />42•8 Unusai composition of soii and/or concealmeM oE obstructions in soSl.
<br />4.29 Una-~ticipated obstructions wimin buitdng structure_
<br />42.iD Difficult or limited access to ihe Display site.
<br />4.2~ 1 Storage of Display(s) and/or items compfeted by Seller but delayed at Buyer`s request, by Buyer's narperforcnance, or by any third parlys non-perfortnance.
<br />4z12 Failure of Buyer to fu~ill any of its duties under this agreement.
<br />4.3 Independent GovenarK. Buyer agrees that i1s duty to pay the purchase pdce is independent of Seller's duties under this agreement.
<br />C3. Pavment 7erms.
<br />g,1 Upon Sel[ers receipt of original signed purchasa agreement, Buyer shall pay Seller a 50°k down paymenL
<br />52 Bafance due upon delivery or installation.
<br />5.3 Additional charges will be invoiced separately and shall be due upon receipt.
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<br />Time is of the Essenoe. . ,
<br />6.1 Seller maywithdraw purvhase agreement if not accepted by Buyer within (60) sbdy days of ori~nal 6id daYe or iE manufacturing has not commenced witl~in
<br />(270) two hundred seveM}r days oi original bid date. Seller, at its d'iscretion, may update the purchase price in lieu of witlidrawal.
<br />B.2 Work shall not commence until Se11er has received original slgned purchase agreement, down paymerrt and approved design from Buyer.
<br />8.3 Work shall be s~ject ro delay urrtil Selfer receives all of ihe folio~iving applicahle items from Buyer.
<br />6.3.i Landlord approval.
<br />6_3z Structural engineering calculadons.
<br />6_3.3 Permits. '
<br />6.3.4 Pairrt colors.
<br />6.3.5 Graphic cobrs.
<br />6.3.6 Ready-to-use vectorized e[ectronic ar3work.
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<br />7.1 Llmited Wamant~ Disclaimer_ Contingent ~on tirr~ely paymerrt of the purchase price as oudined in paragraphs 5.i, 52, 5.3 and subject to tlte
<br />excepbons and modifications listed in paragraphs 72 and 7.3, Seller shall, at its e~ense, make aa repairs, replacemer~s, or corrections Yo Display, at
<br />Seile~s opticron; made necessary by reasor~ of haulty woAcmaFlShip or materta- and fihat appear-within orie year of Dispfay's deliveryr. Ta exer+eise fts rights
<br />under this limited wamanty, 8uyer must provide writteri riotice of tfie defect to Seller wiihin 30 days oi discovering of the deiect. Repair or replacement
<br />shall constftute Buyer's sole remedy, and in no eveM shall Seller be liable for inciderrtal or consequerttial damages of any 16nd, induding but not limited
<br />to personal injury, property loss, or lost profits. There are no warranties other lhan those stated in ihis agreerrrent SELLER EXPRESSLY DISCLAIMS TNE
<br />IMPUED WARRANTY OF MERCHANTABILITY ANb WARRANTY OF FITNESS FOR A PARTICULAR ,PURPOSE.
<br />7.2 Lamps, Ballasts and Transformers. Selle~s warrar~ty as ta labor irnrotved in installing lamps, bal[asts, and transformsrs, is lim3ted So 90 days from installabon.
<br />In a(I other respecLs, Sellers wartacrty 3s identical to the limited wartanty listed in paragraph 7,1.
<br />7~~ Exclusions. Seller's warraniy excludes dam~qes caused by norma( wear and tear, unusual weather, acts of var~dalism, neglect or oU3er abuse.
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