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HomeMy WebLinkAbout281354 DIAMOND SUCCESS GROUP - PURCHASE ORDER - 9957506Date: 12/16/2009 City of FF6-rt Collins Page Number: 1 Purchase Order Number: 9957506 Delivery Date: 12/15/2009 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 1 LOT 8,400.00 PDT organizational interviews Total R nu—Q� 4F— City of Fort CqFinf Director of Purchasing and Risk Management This order is 0qValid over $5000 unless signed by James B. O'Neill II, 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 $8,400.00 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 Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-0000587 is registered with the Collector of - Internal Revenue, Denver, Calm ado (Ref. Colorado Revised Statutes 1973. Chapter 39- 26. 114 (a). Goods Rejected. GOODS REJECTED due to failure m) 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 wrinen instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in mallorized payment on the pan of the City of Foil Collins. However, it is to Ix 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.. Ion 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 pars ofthe country, shipr,ent is expected Gom the nearest distribution point to destination, and excess freight will be deducted firm 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 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 by them by reason of an asserted or established violation of any such laws. regulations. ordinances• rules and requirements. Authorization. All patties to this contract agree that the representatives are, in fact, bona fide and possess fill and 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 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 carrot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and perfitrntance 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 as a waiverof this provision. In the event ofmlydelay, 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 clue 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 ofthe conditions causing such delay is given to the Pm'chaSCrwithin five (5) days of the time when the Seller first received knowledge thereof. In the event of:my. such delay. the date ofdelivery shall be extended fur 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 nat c. The Seller agrees to hold the purchaser ha mess Gom any loss, damage or expense whicl, the Purchaser nary safer or incur on account ofthe Sellers breach ofwarranty. 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 tine as may be presctibed 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 front imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute it waiver of any claim tinder this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany 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 terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may snake any changes to the terns, other than legal terms, including additions to or deletions loom the quantities originally ordered in the specifications m 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 anytime by written change order, tenninate 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 run the uncompleted portion of the goods and/or work, for incidental or consequential dannnges, and that no such adjustment be made in favorofthe 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 ur termination is ordered. 8. COMPLIANCE WITH LAW, The Seller warrants that all goods sold hereunder shall have been produced. sold, delivered and funished in strict compliance with all applicable laws and regulations to which the goods are Subject. 'file Sellershall executeand deliver such documents as may be required to effect or evidence compliance. All hovs 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 fi'om 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 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] 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 patty shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Seller warrants fill, clear and unrestricted title to the Purchaser total[ equipment, materials, and itens furnished in pet fbnnance of this agree cut. flee and clear of any and all liens, restrictions. reservations, security interest encumbrances and claims of others. 11. NON'WAIVER. Failure of the Purchaser to insist upon strict performance of the terns and conditions hereof, failure or delay to exercise any rights m remedies provided herein or by law, lallnr'C to promptly notify the Seller in the event of a breach, the accepnnce of or payment for goods hereunder or approval ofthe design. shall not release the Seller of any of the w:uT:mties 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 defutll hereunder, not shall any purported oral modification in 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 firm antitrust violations are in fact Ix me 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 m hereafter acquired under federal or state antitrust laws for such overchages relating to the particular goods or services purchased or acquired bythe Purchaser purst an 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 11 chase,r:md 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 ofany tier flour all liability and claims of any nature resulting from the perlbimance of such work. Phis release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees ofsuch party. The Seller's contractual obligations• including warranty, shall not be deemed to be reduced, in anyway, because such work is performed m caused to be performed by the Purchaser. 14. PATI'NTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark or copyright. the Seller shall indentnil'y and save harmless the Purchaser Gom any and all claims for infiingentent byreason ofthe use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchase hx any cost. expense or damage which it may be obliged to pay by reason of such infi'ingement at any time during t he prosecution or afier the completion of the work. In case said equipment, or any part thereof or the intended use ofthe goods, is in such suit held to constitute infringement and the use ofsaid equipment or pan 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 pans. replace the sane with substantially equal but non -infringing equipment, or modify it so it becomes non -infringing. t5. INSOLVENCY. If the Seller shall become insolvent or bankrupt, stake a, assigmnnent for the benefit ofcreditors, appoint a receiveror trustee for any ofthe Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. Pile definitions of terns used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under anti 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. rile Seller shall canyon 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 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 aid lecnune responsible therefor as though such materials and/or equipment were being furnished by the Seller uncle the order. IS. INSURANCE. 'Inc Seller shall. at his own expense. provide for the payment of workers compensation, including occupational disease benelits. 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. contracmal and autunx,bile public liability insurancewidt bodily injury and dead, limits of at least $300,000 fix any one person, $500,000 fix any one accident and property damage limit per accident of $400,000. 'file Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Befiae 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 ACC'1DENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability fix any and all damage, loss or injury of any kind or nature whatsoever to persons nr property caused by or resulting Iron, 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 Pnr'Clh:hsl`r"s officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether directorr indirect, aund whether to persons or property to which the Pmehaser maybe put or subject by reason of any act. action, neglect, omnnissioor defatdt on the pat of the Seller, any of his contactors• or any of the Sellers or contractors oficers, agents or employees. In case any suitor other proceedings shall be bought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act. action, neglect, omission or defiudt ofthe Seller of any of his contractors m any of its or their oficers, 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 incun ed 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 ur other lien be placed upon m obtained against the property of the Purchaser, or said parties in or as a result ofsuch 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 liealth Act of 1970 and all rules and regulations issued pusumt thereto. Revised 042009