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HomeMy WebLinkAbout103941 CITY OF FORT COLLINS MISC - PURCHASE ORDER - 9957549Date: 12/17/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9957549 Delivery Date: 12/17/2009 Buyer: DICK,OPAL Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 1 1 LOT 16,242.10 Total $16,242.10 Invoice Address: City of Fort CqffnDirector of Purchasing and Risk Management City of Fort Collins This order is alid 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 from 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. Chapte 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 in Final Acceptance. Receipt oft he 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 Fort Collins. 700 Wood St., Fort Collins. CO 80522, unless otherwise specified on this order. I f permission is given to prepay (eight 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 of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted fronts Invoice when shipments are made from greater distance. Permits. Seller shall provde at sellers sole cost all necessary permits. certificates and licenses require(] by:ll applicable laws, regulations, ordinances and rules 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 hammless fronn and against all liability and loss incurred by them by reason of an asserted'or established violation orally such laws, regulations. ordinances. rules and requirennents. 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 Purch(me Order expressly limits acceptance to the terns and conditions saved herein set forth and anvsupplementary or additional terns an(] conditions annexed hereto or incogmrated heein bvrefcrence. Any additional or different tens 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. Deliveryand performance must be effected within the tittle 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 orally delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere ad 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 ofllegligence, 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 of the time when the Seller first received knowledge thereof. In the event orally such delay, the date ofdelivery shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller wan ants that all goods, articles, materials and work covered by this order will confirm with applicable drawings, specifications, samples and/o other descriptions given, will be fit for the purposes intended, and pet imnned 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 sulTer 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 it within one ( I ) year o within such longer period oft ire as ncmy be ill escr ibed by law or by the terns of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be not delayed), resulting front imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waive orally claim under this warranty. Except as otherwise provided in this purchase order. the Sellers liability bet eunde'shall extend to all damages proximately caused by the breach of any of the foregoing warranties o 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 term by written change order. 5. CHANGES IN COMMERCIAL TERMS, The Purchaser may make any changes to the terms, 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. Iran), such change affects the amount due m the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at anytime by written change order, terminate this agreement as to any o all portion ofthe 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 c]ainm for anicipated profits on the uncompleted portion oflhe goods and/or work, for incidental or consequential damages, and that no such adjustment be ncnde in f lvor ofrhe Scller with respect to any goods which are the Sellers standard stock. No such ternmination shall relieve the Purchaser or the Seller of any of their obligation 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 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 tray 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 Purchaser as a result of the 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 of the Colorado Constitution ("Article XX V I I I"), then the provisions of Section 15 of Anicle XXVIII are hereby incorporated into this [Agreement]. In such a case. if the [ContractorJ or any other person who is "contract holder" as defined in Section 2(4.5) ofArticle XXVIII intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold anv sole source goverment contract, or public employment with the state of Colorado or any of its political subdivisions, for three year. 9. ASSIGNMENT. Neitherparty shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants till], clear and unrestricted title to the Purchaser for all equipment. materials, and items famished in pet fortance of this agreement, ti ee and clear of any and all liens, restrictions, reservations, security interest encumbrances and clains of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terns and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, faiture to promptly amity the Seller in the event of a breach, the acceptance of or payment for goods hereunder m approval of the design, shall not release the Seller of any of the wan'anties or Ohl igations of this put clime order and shall not be deemed a waiver orally 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 defadt hereunder, nor shall any purported oral modification or rescission (,fill is purchase orde by the Purchaser operate as a waiver of ally of the terns hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Sellerand the Purchase recognize that in actual economic practice, overcharges resulting front antitrust violations are in fact txune by the Purchaser. Theretofore, fur good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser anyand all clains it may now have or heeafier acquired under federal or state antitrust Imvs tar such overcharges relating to the paricular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. Li. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Iurchaser 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 thereatter indicates its inabilityor umvillingness to comply, the Purchasernnay 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 orally tie' from:dl liability and clains orally nature resulting from the pertbnnance of such work. This release shall apply even ill the event of fault of negligence of the party released and shall extend to the directors, officers and employees of such party. 'File Seller's conuncmal obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is peionned or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device. material or process covered by letter, patent, trademark or copyright. the Seller shall indemnify and save harmless the Purchaser frontally and all clains for infringement by reason of the use ofsuch patented design, device. material or process in connection with the contract, and shall indemnify the Purchaser fivr any cost. expense or damage which it may be obliged to pay by reason of such infringement at anytime during the prosecution or after the completion of the work. ]it case said equipment, or any part thereof or the intended use of the goods. is in such suit held to constitute infringement and the use of said equipment or part is enjoined, the Seller shall, at its drawn expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but non -infringing equipment, or modify it so it becomes non -infringing. 15. INSOLVENCY. Ifthe Seller shall beconne insolvent or bankrupt, snake tan assignment for the benefit of creditors, appoint a receiveror trustee far ally 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 under and governed by the laws of the State of Colorado, USA. . 'file following Additional Conditions apply only in cases where the Seller is to performwork hereunder, including the services of Sellers Represenmtive(s). on the premises ofothes. 17. SELLERS RESPONSIBILITY. The Seller shall cant' on said work at Seller's own risk until the same is filly completed and accepted, and shall, in case of anv accident, destruction urn injury to the work and/or materials before Sellers final completion and acceptance, eonplee the work ar 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, doe Seller shall receive, unlond, store and handle same at 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 emmployees enmployed on or in connection with the work covered by this put chse 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, conu'actual and automobile public liability insurance with Ixtdily injury and death limits of at least S300.000 for any one person. $500,000 fix any one accident and property dannagc limit per accident of $400.000. The Seller shall likewise require his contractors, if any, to provide for such commpensation and insurance. Betore any of the Sellers or his contractors employees shall do any work upon the Ill emises of others, the Seller shall foolish the Purchaser with It ceniticate that such compensation and insurance have been provided. Such cetificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insonnee expires. 'file 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 Seller In,ebv assumes the entire responsibility and liability for any and all damage, loss or injury orally kind or nature whatsoever to persons or property caused by or resulting front the execution of the work provided for in this purchase order or in connection herewith. Tire Seller will indemnify and hold hannless the Purchaser and anyor all of the Purchasers offices, agents and employees from and against any and all claims, losses. damages, charges or expenses, whether direct or indirect. and whethe to persons m property to which the Purchaser may be put or subject by reason of any act. action. neglect. omission or default on the pan of the Seller, any of his contractors, or any of the Seller m contractors officers. agents or employees. In case any suitor other proceedings shall be brought against the Purchaser, 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 of any of his contractors or any of its or their officers. agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the saute at the Sellers own expense, to pay any and all costs, charges. attorneys tees and other expenses, any and alljudgnnents that any be incurred by or obtained against the Purchaser or any of its or their officers agents or employees in such suits m other proceedings. and in case judgment or other lien be placed upon or obtained against the property of the Purchaser. or said parties in oral a result of such suits or olhe proceedings. the Seller will at once cause the sane to be dissolved and discharged by giving bond or otherwise. -file Seller and his contractors shall take all safety precautions, furnish and install all guartis necessaryfor 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 all rules and regulations issued pursuant thereto. Revised 04/2001)