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HomeMy WebLinkAbout465758 - PURCHASE ORDER - 9957053�of t Collins Page Number: 1 Date: 11 /25/2009 Purchase Order Number: 9957053 Delivery Date: 11/24/2009 Buyer: STEPHEN, JOHN Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units 1 1 LOT LIGHTING UPGRADE PER TERMS AND CONDITIONS OF BID 7085 LIGHTING RETROFIT AT MAIN LIBRARY AND AGREEMENT DATED 11-24-09 Description City of Fort Coriny Director of Purchasing and Risk Management This order is alid over $5000 unless signed by James B. O'Neill 11, CPPO 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 Extended Price 48,617.00 Total $48,617.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions I. COMMERCIAL DETAILS Tax exemptions By statute the City of Fon Collins is exempt fi oat 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 s,iitten instructions from the City of Fort Collins Inspection GOODS are subject to the City of Fon Collins inspection on an Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payment on the pan 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 Fon Collins. 700 Wood St.. Fort Collins. CO 80522, unless otherwise specified on this order. Ifpermdssion is given to prepay fieight 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 pans ofthe country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments me 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 ofthe 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 bythem bv reason of an asserted or established violation ofany such laws. regulations, ordinances- rules and requirements - Authorization. All panics to this contract agree that the representatives we, in fact, bona fide and possess fill mid complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and anysupplementary 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 Iirnitation, acceptance ofpartial late deliveries, shall operate as a waiver of this provision. In the event ofanydelay, the Purchaser shall have, in addition to other legal and equitable remedies. the option ofplacing 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 ofnegligence. 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 ofthe time when the Seller first received knowledge thereof. In the event ofanysuch delay, the date of delivery shall be extended for the period equal to the time actually lost by reason ofthe 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 ( I ) year or within such longer period oftime as may be prescribed by law or by the tears 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 famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of on, 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 ofthe 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 The Purchaser may make changes to legal terms by written change order 5. CHANGES IN COMMERCIAL TERMS The Purchaser may rake any changes to the terns, other than legal terns, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. Ifany, 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 potions 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 ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor ofthe Sella 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 trust be asserted within thirty (30) days fi oat 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 indermify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result ofthe Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source government contract" within the meaning of Article XXVIII ofthe Colorado Constitution ("Article XXVl11"), then the provisions ofSeciion IS ofAnide X7CVIlI are hereby incorporated into this [Agreement]. In such a case, if the [Contractor] or any other person who is a "contract holder" as defined in Section 2(4.5) ofAnicle XXVIII intentionally violates Section 15 or Section 17(2) of Article XXVIII. then the [Contractor] agrees it shall be ineligible to hold any sole source government contract. or public employment with the state of Colorado or any of its political subdivisions, for three years 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 pony. 10 TITLE The Seller warrants fit]], clear and unrestricted title to the Purchaser for all equipment, materials, and her, fumahed in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others II NONWAIVER Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any tights or remedies provided herein or bylaw. failure to promptly notify the Seller in the event of a breach. the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of any ofthe warranties or obligations of this purchase order and shall not be deemed a waiver ofany right ofthe 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 ofany of the terms hereof 12 ASSIGNMENT OF ANTITRUST CLAIMS Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust violationsare in fact home 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 Purchase[ 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 Purchasermay 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 ofany tier from all liability and claims ofany nature resulting from the performance of such work This release shall apply even in the event of fault ofnegligence ofthe pony 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 processcovered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infiingerent by reason ofthc use ofsuch patented design, device, material orprocess 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 ofsuch infiingement at any time during the prosecution or after the completion ofthe work. In case said equipment. or any part thereofor the intended use ofthe goods, is in such suit Held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its oven expense and at its option, either procure for the Purchaser the tight to continue using said equipment or parts, replace the saute 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 ofcreditors, 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 ofthe agreement and the rights of all parties hereunder shall L� construed under and governed by the laws ofthe State of Colorado, USA The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including th,. services of Selles Represemative(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 c: of any accident, destruction or injury to the work and/or materials before Seller's fatal completion and acceptance. complete the work at Seller's own expense and to the satisfaction ofthe 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 bythe Sella under the order IS INSURANCE The Seller shall, at his own expense, provide for the payment ofvvorkers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, and/or to then dependents in accordance with the laws of the state in which the work is to be done. The Seller shall also can, comprehensive general liability including, but not limited to, contractual and automobile public liability insurance wide bodily injury and death limits of at least $300.000 for any one person, $500,000 for anyone accident and property damage limit per accident of S400,000. 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 Sella 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 nest ure whatsoever to persons or property caused by or resulting fi•om 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 Purchnsas 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 ofthe Seller, any ofhis contractors, or any ofthe 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 ofany act, action, neglect, Omission or• default of the Seller ofany of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrces to assume the defense thereofand to defend the same at the Sellers own expense, to pay any and all costs, charges. attorneys fees and other expenses, any and alijudgments 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 ofthe Purchaser, or said panies in oral a result ofsuch suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving band of otherwise The Sella and his contractors shall take all safety precautions, furnish and install all guards necessmyfor 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 ail rules and regulations issued pursuant thereto Revised 04/2009