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HomeMy WebLinkAbout330179 INTERWEST CONSULTING GROUP - PURCHASE ORDER - 9955305 (2)Date: 12/21 /2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9955305 Delivery Date: 8/31/2009 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 2 1 LOT 7,100.00 Change Order 1 City of Fort CqninY Director of Purchasing and Risk Management This order is rtQLhalid 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 Total $7,100.00 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 84-6000587 is registered with the Collector of Internal 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 firm the City of Fon Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on aniva Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in authorized paytneut on the put of the City of Foil Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. 171 eight Terns. Shipments must be F.O.B., City of Foil Collins, 700 Wood St.. For Collins, CO 80522, unless otherwise specified on this order. Ifpennission 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 pans of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Pemnits. Seller shall procure at sellers sole cost all necessarypermits, certificates and licenses required by all 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 harmless fi-om 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 fret, bona fide and possess fill and complete authority to bind said patties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and any supplementary or additional terns and conditions annexed hereto or incopwrated hetein 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 arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance narst be effected within the time 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 o f this provision. in the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, (he option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable li r damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its Ihult ofnegligence, 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 Pruchaser within five (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery 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/or other descriptions given, will be tit for the purposes intended, and performed 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 suffer or incur on account of the Sellers breach of waranty. 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 may he prescribed by law or by the tenors of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fixmn imperfect or defective work done or naterials funrished 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. bit( 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 terns, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If a y 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, terminate 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 on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be nude in furor of the Seller with respect to any goods which are the Sellers standard stock. No such ternnination shall relieve [lie Purchaser or the Seller orally of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fionm the date the change or termination is ordered. S. 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 may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are her incorporated her by this reference. The Seller agrees to indenaify and hold the Purchaser harmless from all costs and damages su fli•red 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 time Colorado Constitution ("Article XXVIII"), then the provisions of Sect ion 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) of Article XXVIII intentionally violates Sec(ion 15 or Section 17(2) of Article XXVIII, then the [Contractor) agrees it shall be ineligible to hold any sole source govermnent 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 nmonies due or to beconre clue hereunder without the prior written consent of the other party. l[f illon The Seller warrants fill. clear and unrestricted title to the Purchaser for all equipnrent. ncnerials. and items furnished in performance 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 smict performance of the teens and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, tai]ure to promptlynotify the Seller in the event of abreach, the acceptance of or payment fir goods hereunder or approval of the design, shall not release the Seller of ary of the warranties or obligat ions 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 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 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 home 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 clains it may now have or hereafter acquired under federal or state antitrust laws IN 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 or defective goods by it 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 iL and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any tier fionm all liability and claims of any nature resulting from the performance of such work. This release shall apply even in (he event of felt of negligence of the party released and shall extend to the directors, officers and employees of such petty. The Seller's contractual obligations. including warranty, shall not be deemed to be reduced, in any way, because such work is pertimned 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, nadem uk or copyright, the Seiler shall indemnify and save harmless the Purchaser fi oat any and all claims for infiingetrment by reason ofthe 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 infi-ingennent army time during the prosecution or after the completion of the work. In case said equipment, or any pan thereof m the intended use of the goods, is in such suit held to constitute toll ingenment and the use of said equipment or 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 parts, replace the same with substantially equal but non-infi inging equipment, or modify, it so it becomes non -infringing. 15. INSOLVENCY. 1 f the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or it for any of the Sellers ill opety or business, this or 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 part ics hereunder shall be construed under and governed by the Imes 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. The Seller shall cony 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, nnplete the work at Seller's own expense and to the satisfaction of(he Purchaser. When muerials and equipment are furnished by others fur installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site zinc] become responsible therefor as though such materials and/or equipment were being famished bythe 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 or in connec(ion 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 anyone accident and property damage limit per accident of $400.000. The 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 clo 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 ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury orally kind or rat e whatsoever to persons or property caused by or resulting from the execution of the tyork provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and anyorall of tine 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 properly to which the Purchaser may be put Or subject by reason of any act, action, neglect, omission or default on the pat of the Seller. arty of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser. or its officers, agents or employees at any tine on account or by reason of any act, action, neglect omission or deF,wlt 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 assure 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 ncry 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 Purchaser, or said parties in or asa result ofsuch suits or other proceedings. the Seller will at once cause the sanne to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions. humish and install all guards necessaryfor the prevention of accidents. comply wilh all laws and regulations with regard to safety including, but without linmitation. the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2000