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HomeMy WebLinkAbout104154 COLORADO BAR ASSOCIATION - PURCHASE ORDER - 5503595Date: 06102/05 City of Fort Collins Citv of Fort Collins D�nu lU��mhar• 1 Purchase Order Number: 5503595 Delivery Date: 06/02/05 Duyer. Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note Line Qty/U n its . A Description 2005-06 Membership Dues Total Extended Price 2,005.00 $2,005.00 City of Fort Colfmf Director of Purchasing and Risk Management City of Fort Collins This order is ftlhalld over $2000 unless signed by James B. O'Neill II, CPPO, FNIGP Accounting Department PO Box 580 City of Fort Collins Purchasing, PO Box 580, Fort Collins, CO 80522-0580 Fort Collins, CO 80522-0580 Phone: 970-221-6775 Fax: 970-221-6707 Email: info@ci.fort-collins.co.us Terms and -Condition I. COMMERCIAL DETAILS. Invoice Address. To ensure prompt Payment mail invoices in duplicate to. City of Fort Collins Accounting Division P.O. Box 580 Fort Collins, CO 80522 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 84-6000597 is registered with the Collator of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 1 t4 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped a due W 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 m arrival. Final Acceptance, Receipt of the merchandise, services or equipment in response W this order can result in authorized payment on the part of the City of Fort Collins. Howeva, it is W be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Tams. Shipments mug 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 chmge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where matufaMu 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. Sella shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and roles 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 than 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 ucceptm act to the terms and conditions stated herein sec forth and any supplementary or additional tams and conditions annexed hereto or incorporated herein by reference. Any additional or different terns 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 an your promised delivery date in 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 arty May, 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 Sella shall not be liable for damages in a result of delays due W causer nor 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, stokes, flood, epidrnucs, was 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 Sella 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 log 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 Sella agrees to holdthe purchases harmless from any loss, damage or expense which the Purchases may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair a make good, without cost to the purchaser, any defects or fault 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 Sella after the date of acceptance of the goods famished hereunder (acceptance nor to be womanishly delayed), resulting from impafect or defective work done or materials furnished by the Sella. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim mda 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 ux. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchases may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Pachuca may make any changes to the terns, other than legal terns, including additions to adeletions from the quantities originally ordered in the specifications a drawings, by verbal or wrimm 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 rut shipped, subject W any equitable adjustment between the parties as to any work or materials then in progress provided that the Purchaser shall nor 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 Sella with respect to airy goods which are the Sellers standard stock. No such lamination ination shall relieve the Purchaser or the Sella of any of their obligations as W any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment mug be asserted within thirty (30) days from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Sella warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations W which the goods are subject. The Sella 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 Sella 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 patty shall assign, transfer, or convey this order, or my monies due or to become due hereunder without the Poor written consent of the other party. 10. TITLE. The Sella warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, fiee and clear of any and all liens, restrictions. tesmatings, security interest encumbrances and claims of other's. I _ NONWAIVER. Failure of the Purchaser to insist upon stria 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 Sella in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Sella 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 d to any such goods, regardless of when shipped received or accepted, as to any prior or subsequent default hereunder, nor shall any purported sal modification or rescission of this purchase order by the Purchasa operate in 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 in consideration for creenting this purchase order, the Sella hereby assigns to the Purchases any and all claim it may now have or hereafter acquired under federal ar state antitrust laws for such overcharges relating to the particular goods or services purchased or acquired by the Purchase pursuant to this purchase order. I PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchases directs the Seller to cores nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Sella 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, end the Sella shall pay all costs associated with such work. The Sella shall release the Purchaser and its contractors of any no 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 perry mleased and shall extend to the divatore, offices and employees of such party. The Sellers contractual obligations, including warranty, shall nor be deemed W be reduced, in any way, because such work is performed or caused to be performed by the Pumhasa. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by Inn. 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 craftier 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 W constitute infringement and the use of said equipment or part is enjoined, the Seller shall, at its own expense and a[ 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 a business, this order nay forthwith be canceled by the Purchaser without liability. 15. GOVERNING JAW. 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 Sella 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 a Seller's own expense and to the satisfaction of the Purchase. When materials and equipment are famished by others for installation a erection by the Seller, the Sella shall Tecave, unload, store and handle same a 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 units, and/or to their dependents in accordance with the laws of the state in which the work is W be time. The Seller shall also carry comprehensive general liability including, but nor limited to, contractual and automobile public liability insurance with bodily injury and death limits of a least 5300,000 for anyone person, $500,000 for anyone 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 Sella shall famish 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 Sella 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 wilt indemnify and hold harmless the Purchaser and army or all of the Purchases 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 car subject by reason of any act, action, neglect, omission or default an the part of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employed. In case any suit or who proceedings shall be brought against the Purchaser, or is officers, agents or employed at any time on account or by reason of any ace, action, neglect, omission or default of the Sella of any of his contractaa or any of its or their officers, agents or employed 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 cuts, charges, attorneys fed and other expenses, my and all judgments that may be incurred by or obtained against the Purchaser or arty of is or their officers, agents or employers 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 in a result of such suits or other proceedings, the Seller will a once cause the same W be dissolved and discharged by giving bond or otherwise. The Seller and his contractor shall take all safety precautions, furnish and install all guards necessary for the preventing 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 1119