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HomeMy WebLinkAbout466831 PEAR COMMERCIAL INTERIORS - PURCHASE ORDER - 9957583Date: 12/21/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9957583 Delivery Date: 12/21/2009 Buyer: HUME,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 1 LOT 6,416.64 Furniture -City Managers Office Provide 12 Chairs - Haworth Zody Task Chair, Fabric Seat/Mesh Back - Drop Shipped per proposal 81825 dated 12/02/2009. 2 1 LOT 100.00 Upchg-Liftgate Truck Total City of Fort CorTinyDirector of Purchasing and Risk Management This order is 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 $6,516.64 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fronm state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-0000587 is registered with the C'olleaur 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 front the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in authorized payment on the pat of the City of Fort Collins. However, it is to be undci:stood that FINAL ACCEPTANCE is dependent upon completion of all applicable requited inspection procedures. Freight Tetras. Shipments must be F.O.B., City of Fort Collins, 700 Wood St.. Fort 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 parts orthe country, shipment is expected fi om the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipmenis:ne made from greater distance. Permits. Seller shall procure at sellers sole cost all necessarypermits, certificates and licenses required by all applicable Imes, regulations, ordinances and rules oft lie state, municipality, ter itory 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 fbtther agrees to hold the City of For Collins harmless fi-onn 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 parties to this contract agree that the representatives are. in fact, Iona fide and possess full and complete authority to bind said parties. LIMITATION OFTERMS. This Purchase Order expressly limits acceptance m the terns and conditions stated herein set forth and any supplementary or additional terns and conditions annexed hereto or incotporated 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 alive on your promised delivery date as noted. Time is of the essence. Delivery and performance mast Ix effected within the time stated on the purchase order and the documents attached hereto. Na acts of the Purchasers including, without limitation, acceptance ofpatial late deliveries, shall operate as a waiver of this provision. In the event ofamydelay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere :ill(] holding the Seller liable for damages. However, the Seller shall not be liable findamages as it result of delays due rat causes not reasonably foreseeable which are beyond its reasonable control and without its fatdt mf negligence, 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 tinne 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 conforrin with applicable drawings, specifications, samples and/or other descriptions given, will be tit fir the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a sinnilar 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 wannnty. 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 time as nay be prescribed by law or by the tents 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 fronm 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 any 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 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 make changes to legal terms 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 fironmthe quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due m the time of performance hereunder: an equitable adjustment shall le made. 6. TERMINATIONS. The Purchaser nay at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the patties as to any work or materials then in progress provided that the Purchaser shall not be liable for any claimms for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential dammages, and that no such adjustrmnent be node in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such tenninatiou 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 firma the time the change or termination is mderc(I. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict commpliance with all applicable laws and regulations to which the goods ae 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 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 ofAnicle XXVIII are hereby incorporated into this [Agreement]. fit such a case. tribe [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 time prior written consent of the other party. 10. TIll1?. The Seller wan.mts fill, clear and unrestricted title to the POr'chtlSCr tilt all equipment, materials, and items furnished in performance of this agreement. free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims ofothets. 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 bylaw, failure to pronnprly notify the Seller in the event of a breach, the acceptance of or 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 deemned 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 illy prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the teens hereof. 12. ASSIGNMENT Of- ANTITRUST CLAIMS. Seller and the Pnr"chaser'recognize that in acual economic practice, overcharges resulting fioal anti0mst violations ae in fact borne by the Purchases. Theretofore. for good cause and as consideration for executing this purch;seorder, 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 overcharges relating to the particular goods orsereices purchased or acquired bythe Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or detective 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 Purchasennay cause the work to be performed by the nxost expeditious means available to iL and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors ofany tier front all liability and claims of any nature resulting from the performance 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 party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is perfinned or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device. nmaterial or process coveted by letter, patent, trademark m copyright, the Seller shall incemmily and save harmless the Purchaser front any and all clainne for infiingennent byreason of the use ofsuch patented design. device, material or process in connection with the contract, and shall indemmnify the Purchaser liar any cost, expense or damage which it nnay be obliged to pay by reason of such infiingennent at any time during the prosecution or after the connpletion 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 or part is enjoined. the Seller slall, at its own expense and at its option, either procure fill 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 beech e nun -infringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit ofcreditors, appoint a receiveror rmstee fin any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tents 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. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Rein esentit ive(s), on the pi entses of others. 17. SELLERS RESPONSIBILITY. The Seller shall cant' on said work at Seller's own risk until the same is fully conmpleted 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 omen expense and to the satisfaction ofthe Purchaser. When materials and equipmment 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 nmaterials:md/or equipmment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall.at his own expense, provide f2or the payment of workers compensation, including occupational disease benefits. to its employees emnployed 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 carry connprehensive 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 d:mmage limit per accident of $400.000. The Seller shall likewise require his contractor's. 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 ofothets. the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specily the date when such compensation and insurance have been provided. Such certificates sh;dl 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 ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injuryof any kind or nature whatsoever to persons or property caused by or resulting fronm the execution of the work provided for in this purchase order Orin connection herewith. The Seller will inclemnily and hold harmless the Purchaser anti any or all of the Purchasers 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 propertv io which the Purchaser maybe put or subject by reason of any act, action, neglect, onission m default on the part ofthe Seller. anvof his contractors, or anyofthe Sellers m contractors officers, agents or employees. In case any suitor other proceedings shall be brought against the Purchasers or its officers, agents or employees nt any time on account or by reason ofany act. action, neglect, omission or default of the Seller of any ofhis contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assunme the defense thereofand to defend the same at the Sellers own expense, to pay any and all costs. ch;urges. attorneys fees and other expenses, any and all judgments 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 of the Putclmaser. m said parties in or as a result ofsuch suits or other proceedings, the Seller will at once cause the same no be dissolved and dischargedbygivingbond Lit otherwise. The Sellcr and his contractors shall take all safely precautions, furnish and install all guards necessaryfor the prevention of accidents, comply with all laws and regulations with rega d to safety including, bill without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2009