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HomeMy WebLinkAbout466437 APC SALES AND SERVICE - PURCHASE ORDER - 9957376Date: 12110/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9957376 Delivery Date: 12/9/2009 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 1 LOT 14,575.00 Per Quote 1-1329444566 Total City of Fort CqlrinDirector 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 $14,575.00 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 front sane and Inca) taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-60005S7 is registered with the Colleen, of Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-20. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit. any be returned to you for credit and are not to Ix replaced except upon receipt of written instructions fiom 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 part of the City of Fort Collins. However, it is to to understood than 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. If permission is given to prepay f}eight and charge separately, the original freight bill unrst accompany invoice. Additional chnges f n" packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pats of the count[),• shipment is expected front the nearest distribution point to destination, and excess freight will be deducted Ii out Invoice when shipimus are made four greater distance. Permits. Sellershall procure a sellers sole cost all necessaryy permits, certificates and licenses required byall 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 For Collins harmless from and against all liabilityand 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. Ixnna fide and possess fill and complete authority to bind said pities. 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 incorporated herein by reference. Any additional or different terns 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 .rive on your promised delivery date as noted. 'rime is of the essence. Delivery and perfurnnance must be effected within the tinte stated on the purchase otder and the documents attached hereto. No acts of the I'urchascrs including, without limitation, acceptance of partial late delivei ies. shall operate as a waiver of -this provision. In the event ofanydch). the Purchaser shall have, in addition to other legal and equitable remedies. the nption Ofplacing this Order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable fit damages us a result of delays dre to causes not reasonably foreseeable which are beyond its reasonable conuol and without its fish ofnegfigence, such aces of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood, cludcntics, 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 ofany such delay. the date ofdelivery shall be extended for the period equal to the time actally 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 perfannted with the highest degree of cote and competence in accordance with accepted standards fur work of a similar nature. The Seller agrees to hold the purchaser harmless fiom any loss, damage or expense which the Purchaser nnay suffer or incur on account of the Sellers breach of warranty. The Seller shall replace. repair or stake good. without cost to the purchaser, any defects or faiths arising within one (1) year or within such longerperiod of time as ncty le prescribed by law or by the terns of any applicable wan'anty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting font imperfect or detective work dune or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a tar;river of any clailn 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 Ibregoing wart inies 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 teens by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purch.•nser may stake any changes to the terms, other than legal terms, including additions to on deletions fionn the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the anount due or the tittle of perfanmance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser stay at anytime by written change order. tenninate this agreenncnt as to anver all portions ofthegoods 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 [lie goods and/or work, for incidental or consequential dantages. and that no such adjustment be nnade in furor ofthe Seller with respect to anygoods 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 cane 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 exeerle• and deliver such documents as may be required to effect or evidence connpliance. All laws and regulations required to be incorporated in agreentents of this chaacter are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harntless front all costs and damages sullcied 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 govenrnent contract" within the ntenning of Article XXVIII ofthe C'olotado Constitution ("Article XXV I II"), then the provisions ofSection 15 ofAricle XXVIII are hereby incopormed into this [Agreement]. In such a case, if the [C'onuactor] or any other person who is a "contact holder" as defined in Section 2(4.5) of Article XXVIII intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall he ineligible to hold any sole source govenunent contract, or public enployment with the state of Colorado m any of its political subdivisions, fix three yeas. 9. ASSIGNMENT. Neither party shall assign, tansfer. or convey this order, or any monies due or to Ixconte due hereunder without the prior written consent of the other petty. 10. TITLE - The Seller warrants fill, clear and unrestricted title to the Purchaser for all equipment, materials. and items finnished in perfinntance of this agreement. fee and clear of any and all liens. restrictions. reservations, security interest encumbrances and claim, ofothet:s. I L NONWAIVER. Failure of the Purchaser to insist upon strict perfomance of the tents and conditions hereof, failure or delay to exercise any 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 fin goods hereunder or approval ofthe design. shall not release the Seller ofany of the warranties or oblient ions of this purchase order and shall not lac deemed a [waiver of any rich[ of the pwehaser to tests[ upon strict pelf anance hereof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior in 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 OFANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fi'om antitrust violations are in fact borne by the Purchase, "I'herctofone, fin' good cause and as consideration f2nr executing this purchase order, the Seller herebv assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state ❑ntitrust laths fin'such overcharges relating to the flatticular goods or services purchased or acquired by the Purchaser pursuauu to this purchase Order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Purchaser directs the Seller to correct nonconfitrming or 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 stay cause the work to be pertinned 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 fi c n all liability and clains of any nature resulting from the perfomtance 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 he reduced, in anyway. because such work is pertimned or caused to be per(nnned by the Purchaser. 14. PATENTS. Whenever the Seller is required to use a ny design, device, roaterial or process covered by letter, patent, tradentark or copyright, the• Seller shall ilidentn0y:ad save halntless the Purchaser from anv and all claims for infiingement by nelson of the use ofsuch patented design. device, material or process in connection with the contact, and shall indemnify the Purchaser lit[ any cost. expense Or damw age hich it miry be obliged to pay by reason ofsuch infifingennent at any lime during the prosecution or alien the completion of the work. In 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 own expense and al its option, either procure for the Purchaser the night to continue using said equipment or pans, replace the same with substantially equal but non -infringing equipment, or modify it so it beeontes non -infringing. 15. INSOLVENCY. If the Seller shall Iteconte insolvent or bankrupt, stake at assignment for the benefit ofcreditors, appoint a receiver or trustee fill any 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 lac construed under and guvenned by the haws of the State of Colorado. USA. The tbllowing Additional Conditions apply Only in cases where the Seller is to pet furrn work hereunder. including the services ofsellers Representative(s). on the premises ofothers. 17. SELLERS RESPONSIBILIT\'. The Seller shall carryon 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, mpletc the will at Seller's own expense and,, the satisfaction of the Purchaser. When materials and equipment arc fiunislted by others for installation on erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible thereon as though such materials and/or equipment were being furnished by the Sella' under the order. 19. INSURANCE. The Seller shall. at his own expense, provide fur the payment ofworkers compensation, includiugoccupational disease benefits, to its ennployees employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with file 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 mad automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person. S500.000 for any one accident and property damage limit per accident of S400,000. "file Seller shall likewise require his contractors. if any, to provide for such compensation and inset;mce. Befiue any of the Sellers or his contractors ennployees 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 Ix maintained until afier 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 of any kind ot 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. "file Seller will indemnify and hold harmless the Purchaser and arty or all oh the Purchasers officers, agents and employees fionn and against any and all chins, losses, damages. charges or expenses. whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default un the pat ofthe Seller• any ofhis contractors, or any ofthe Sellers or contractors officers, agents Or employees. In case may suit or other proceedings shall be brought against the Purchaser, on 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 conti actors or any of its or their officers, agents or ennployees 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 zinc] other expenses, any and alljudgnnents 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 judgmem or other lien be placed upon or obtained against the property ofthe Purchaser, orsaid parties in orals aresull of such suits or other proceedings, the Seller will at once cause the saute to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions. furnish and install all gusts necessaryfine the prevention of accidents. connply with all laws and regulations with regard to safety including, but without Iinnitatiun, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2009