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HomeMy WebLinkAbout102552 C S U CASHIERS OFFICE - PURCHASE ORDER - 9953830Date: 12/15/2.009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9953830 Delivery Date: 6/22/2009 Buyer: O'NEILL,JAMES Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 2 1 LOT 10,000.00 Perf of FC Industry Clusters Addendum to PO Total $10,000.00 Invoice Address: City of Fort CotTinyDirector of Purchasing and Risk Management City of Fort Collins This order is ftValid over $5000 unless signed by James B. O'Neill II, CPPO Accounting Department City of Fort Collins Purchasing, PO Box 580, Fort Collins, CO 80522-0580 PO Box 580 Phone: 970-221-6775 Fax: 970-221-6707 Email: purchasing@fcgov.com Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt tiont state and local taxes. Our Exemption Nunnber is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Intemal 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 mriva Final Acceptance. Receipt of the merchandise, services m 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 Terns. Shipments must be F.O.B., City of Foil Collins, 700 Wood St., Foil Collins. CO 80522, unless otherwise specified on this order. I f petmission is given to prepay freight and charge separately, the original freight bill most accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected from the nearest distribution point to destination, and excess it eight will be deducted front Invoice when shil n clus arc made fiom greater distance. Permits. Seller shall procure it sellers sole cost all necessaty permits, certificates and licenses required by all applicable laws. regulations, ordinances and rules of the state, municipality. ten nory or political subdivision where the work is performed, m required by any other duly constituted public authority having jurisdiction over the ueork of vendor. Seller f unher agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by client 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. Iona fide and possess fill[ and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tents and conditions staled herein set froth mid any supplementary or additional tents and conditions annexed hereto or incogotted herein by reference. Any additional m 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 on your promised delivery date as noted. Time is of the essence. Delivery and perfonnance 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 ofpartial late deliveries, shall operate s a waiver ofthis provision. In the event ofanydelay, 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 ofnegligence, such acts of God, acts of civil or military authorities, governmental .priorities, fires, strikes, food, 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 ofany 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 conbtan with applicable drawings, specifications, samples and/or other descriptions given, will be fit fur the purposes intended, anti perfimned with the highest degree of care and competence in accordance with accepted standards for work of n similar nature. The Seller agrees to hold the purchaser harmless fi-om any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wannnty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year onwithin such longer period of times nay, be prescribed by law or by the terns of any applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from innperfeet 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 In 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. The Purchaser may nnake changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may nnake 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. If any such change affects the amount due or the time of perfonnance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser nnay at any time by written change order, terminate this agreement as to any or all port ions ofihe goods then not shipped. subject to any equitable adjustment between the parties as to any work or nmterials 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 dannages, and that no such adjustment the nestle in favor ofthe 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 fionn the date the change or termination is ordered. 8. COMPLIANCE WITH LAW, The Seller wan -ants that all goods sold hereunder shall have been produced. sold, delivered and famished 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 Purchser as a result of the Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source gover anent contract" within the meaning of Article XXVIII of the Colorado Constitution ("Article XXVIII"), then the provisions of Section 15 of Article XX V I I I are hereby incorporated into this [Agreement]. In such a case. if the [Contractor] do any other person who is a "contract holder" as defined in Section 2(4.5) of Article XXVIII intentionally violates Section 15 w Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source governnhcnl contract. or public employment with the state of Colorado or any of its political subdivisions. for three years. 9. ASSIGNMENT. Neither patty shall assign, transfer, or convey this order, m any monies due m to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clew and unrestricted title to the Purchaser for all equipment, nmterials. and iterrs fumishedin pertonnance of this agreement, free and clear of any and all liens, restrictions, reservations. security interest encumbrances and claims of others. I I. 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 bylaw, failure to promptly notify the Seller in the event of a breach, the acceptance of m 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 perfonnance 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, not shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terns 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 Purchase any and all chins it may now have or hereafter acquired under federal or state antitrust laws for such overcha Les relating to the particulargoods orservices purchased or acquired bythe Purchaser pursuant m this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconfor nning 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. 'file Seller shall release the Purchaser and its contractors ofany tier from all liability and claims ofany nature resulting from the perfonnace 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 pally. The Seller's contractual obligations. including warranty, shall not be deemed to be reduced, in any way, because such work is pertisnned or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material m process covered by letter. patent, trademark or copyright. the Seller shall indennify and save harmless the Purchaser front any and all chins for infiingennent by re,•son 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 maybe obliged to pay by reason of such infringement at anytime during the prosecution or after the completion of the work. In case said equipment. or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment m 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 ports, replace the same with substantially equal but non -infringing equipment, or modify it Solt becomes non -infringing. 15, INSOLVENCY. Iflhe Sellcr shall become insolvent or bankrupt, make an assignment for the benefit ofereditors, appoint a receiver m trustee iix any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terns used or the interpretation of the agreement and the rights of all parties hereunder shall be construed antler and governed by the laws of the State of Colorado. USA. 'file billowing 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 care on said work at Seller's own risk until the same is fully completed and accepted. and shall. incase ofany accident, destruction m- injury to the work and/or materials before Seller's final completion and acceptance, complete the war k at Seller's own expense and to the satisfaction of the Purchaser. When nmterials 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 became responsible therefor as though such materials amUor 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 connpensation, 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 cant' comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and denth limits of at least $300.000 for any one pet:son. S500,000 for any one accident and property drmagc limit per accident of'$400.000. "file 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 ofothers, the Seller shall ti inish the Purchaser with a certificate that such connpensation 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. 'file Seller agrees that such compensation and insurance shall bemaintained until afier the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. 'File Seller hereby assumes the entire responsibility and liability for any and all damage, loss m injury of any kind or nature whatsoever to persons or property caused by or resulting font 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 c[ainns, losses, damages, charges or expenses, whether direct m indirect, and whether to persons or property to which the Purchaser maybe put or subject by reason ofany act, action, neglect, omission or default on the part of the Seller, any of his contractors, or any ofthe Sellers or cmnractors officers, agents or enployees. In case any suit m other proceedings shall be brought against the Purchase, 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 ofany of his contractors or any of its m their officers, agents m employees as aforesaid. the Seller hereby agrees m ssunme the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, chat ges, attorneys fees and other expenses, any and alljudgments that maybe 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 orobtained against the property ofthe Purchaser, orsaid parties mot asaresult ofsuch suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. Pile Seller and his contractors shall take all safety precautions, finnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without linniration. the Occupational Safety and Health Act of 070 and all rules and regulations issued pursuant thereto. Revised 0412009