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HomeMy WebLinkAboutPURCHASE ORDER - 9952665Date: 12/18/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9952665 Delivery Date: 4/29/2009 Buyer: STEPHEN, JOHN Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 15 1 LOT .02 accounting adjustment change order 7 should-538.76 Total City of Fort CqKmY Director of Purchasing and Risk Management This order is n alid 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 $.02 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 84-6000587 is registered with the Collector of Internal Revenue, Denver. Colorado (Ref Colorado Revised Statutes 1973, Chapter 19-26. 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 i riva Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payment on the part 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 Fort Collins. 700 Wood St., Fort Collins. CO 80522, unless otherwise specified on this order. 1 f 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 nnanufnettrers have distributing points in various pats ofthe country. shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipnnenls arc 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 havingjurisdiction over the work ot'vendor. Seller father agrees to hold the City of Fort Collins harmless fionn and against all liability and loss inured by therm 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, turn fide and possess full 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 cannot snake complete shipment to arive on your promised delivery date as noted. Tine is ofthe essence. Delivery and performance Mast be effected within the time stated on the purchase order and the documents attached hereto. No acts ofthe Purchases including, without limitation, acceptance of pmtial late deliveries, shall opeate as a waiver of this provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable remedies. the option of placing this order elsewhe e and holding the Seller liable for damages. However. the Seller shall not be liable for damages as n result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault oPnegligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, hears or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within live (5) days ofthe time when the Seller first received knowledge thereof In the event ofany such delay, the date ofdelivery shall beextended 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 conform with applicable drawings, specifications, samples and/orother descriptions given, will be fit fur the purposes intended, and perforated with the highest degree create and competence in accordance with accepted standards fix work of a simihu nature. The Seller agrees to hold the purchaser harmless from any loss. damage or expense which the Purchaser play suflcr or incur on account ofthe Sellers breach of warranty. The Seller shall replace. repair or snake good, without cost to the purchase', nay defects or faults arising within one ( 1) yea or within such longer period oftinhe as nay be presa'ilxd by law or by the terns of any applicable warranty provided by the Selle after the date of acceptance ofthe goods famished hereunder (acceptance not to be unreasonably delayed). resulting fionn imperfect or defective work done or tmaerials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver orally 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 nay make any changes to the terns, other than legal terns, including additions to or deletions fronnhe quantities originally ordered in the specifications or drawings, by verbal or written change order. [fatly such change affects the amount due or the time of perfomance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at anytime by written change order, terminate this agreement as to nny or all portions ofthe goods then not shipped, subject to any equitable adjustment between the parties as to any work m materials 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 damages and that no such adjustment be made in finvor of the 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 front 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 act subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required n, 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 ofthe Colorado Constitution ("Article XXVIII"). then the provisions of Section 15 of Article XXVIII 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) ofArticle 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, far 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 ofthe other party. 1o. TITLE 'file Seller vvatains full, clear and unrestricted title to the Purchaser for nll equipment, materials, and items furnished in perfornnance of this agreement. free and clear of any and all liens, restrictions. reservations, security interest encumbrances and claims of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terns and conditions hereof failure or delay to exercise airy rights or remedies provided herein or by law, 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 of the warranties m obligations of this parchase order and shall not be deemed a waiver of any right ofthe purchaser to insist upon strict performance hereof a any of its lights or remedies as to any such goods, regardless of when shipped, received m accepted, -as to any prior or subsequent defnuh hereunder, not shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any ofthe 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 Purchaser any and all claints it may now have or hereafter acquired under federal or state antitrust laws fix such overcharges relating to the particular goods or services purchased or acquired by the Purchaser Pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming m 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. The Seller shall release the Purchaser and its contractors of any tier fiom all liability and claims of any nature resulting front the performance of such work. This release shall apply even in the event of fault of negfigence ofthe party released and shall extend to the directors, officers and ennployees of such party. The Seller's contractual obligations. including warranty, shall not be deemed to be reduced, in anyway, because such work is perforated or caused to be performed by the Purchaser. 14, PATENTS. Wherever the Seller is required to use any design, device, maerial or process covered by letter, patent, trademark or copyright, the Seller shall indenmify and save harmless the Purchaser fionn any and all claims for infiingement by reason of the use ofsuch 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 or after the completion ofthe work. In case said equipment, orally part thereafer the intended use ofthe goods, is in such suit held to constitute infringement and the use of said equipment or pail 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 parts, replace the sane with substantially equal but non -infringing equipment, or modify it so it becomes non -infringing. 15. INSOLVENCY. If the Seller shall become insolvent m bankrupt, make an assignment for the benefit of creditors, appoint a receiver m trustee finany of the Seller property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The detinitions 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 C'olomdo. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Represenntive(s). on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall cant' 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 at Sellers own expense and to the satisfaction of [hc Purchaser. When materials and equipment are furnished by others for installation m election 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 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 m 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 carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least $300.000 for any one person, $500.000 for any one accident and property dannage limit per accident of $400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Befdxe any of the Sellers m his contractors employees shall do any work upon the premises of others, the Seller 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 area the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assunmes the entire responsibility and liability for any and all dannage, loss or injury orally kind or nature whatsoever to persons or properly caused by or resulting horn the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indenmify and hold harmless the Purchaser and any or all of tine Purchasers officers, agents and ennployees 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 maybe put or subject by reason orally act, action. neglect. onnission or default on the part of the Seller, a y of Iris contractors, or any of the Sellers or contractors officers, agents oremployees. In case any suit or other proceedings shall be brought against the Purchaser, m its officers, agents or employees at any time on accoum or by reason ofany act. action, neglect, omission or default ofthe 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 sanne at the Sellers own expense, to pay any and all costs. charges. attorneys fees and other expenses, any and all judgments that shay be incurred by or obtained against the Purchaser m any of its or their officers, agents or employees in such suits m other proceedings, and in case judgment m other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as aresult ofsuch suits m 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, funtish 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 Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2009