Loading...
HomeMy WebLinkAbout380988 OSBURN ASSOCIATES INC - PURCHASE ORDER - 9415FF6--rt of Page Number: 1 Date: 12/9/2009 Annual Purchase Order Number: 9415 Delivery Date: 9/22/2009 Buyer: 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 6,000.00 Sign Blanks and Facing R 0 / I U-4 ,F- City of Fort Cqffinyl 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 $6,000.00 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 if state and local taxes. Our Esemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 54-60005S7 is registered will tine Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1073. 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 n'amsil. may be returned to you for credit and are not to Ix replaced except upon receipt of written instructions Irani the City of Fort C,Illns. ' Inspection. GOODS are subject to the City of Fort Collins inspection on ❑niv:d. Final Acceptance. Receipt ofthe merchandise, services of equipment in response to this order can result in authorized payment on the pan of the CiIy of Fort Collins. However, it is m) be understood Ilan FINAL ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. Freight Terns. Shipments must be F.O.B.• City of Fan Collins, 700 Wood St.. Foil Collins. CO 80522. unless otherwise specified on this order. If permission is given to prepay fcight :in(] charge separately, the• original freight bill nurst accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where inanuf Cturers have distributing points in various parts of the countay, shipment is expected from the newest distribution point to destination, and excess freight will be deducted front Invoice when shipments aie made front greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates anti licenses required by all applicable laws• regulations, ordinances and rules ofthe state. municipality, territory or political subdivision where the work is performed, of required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller father agrees to hold the City of Fort Collins harmless Toni and against all liability and loss incurred by thenh by reason of an asserted or established violation of any such laws, regulations, ordinances• rules and requiienmenls. Authorization. All parties to this contract agree that the representatives are, in tact, terra tide and possess fill and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tenets 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 arc objected to anti hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately it you cannot snake complete shipment to ❑hive on your promised delivery date as noted. Time is ofthe essence. Delivery and pedonnnce must be elected (vithin file time stated on the purchase order and the documents attached hereto. No acts ofthe Purchasers including. without linmitation, acceptance of partial Ice deliveries, shall operate as a waiver of this provision. In the event of anvdelay. the Purchaser shall have, in addition to other legal and equitable remedies. the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable tin barrages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its halt ofnegligence, such acts of God, acts of civil of military authorities, governmental priorities. lines. strikes, flood epidemics, wars or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within live (5) bays of the tinne when the Seller fast received knowledge thereof In the event of:ulysuch delay. the (lave of deliver• shall he extended for the period equal to the little actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will confirm ivith applicable drawings. specifications, samples and/or other description given, will le lit lair the purposes intended, and pei formed with the highest degree of care and competence in accordance ivith accepted standards fur work of a similar nature. The Seller agrees to hold the purchaser haniless Toni any loss. damage or cspensr which the Purchaser inaysufier or incur on account ofthe Sellers breach of warranty. The Seller shall replace. repair or snake good. without cost to the purchaser, any defects or faults arising within one (I) year of within such longer period of tines as ncny lie presoibed by law or by the terms of any applicable warranty provided by the Seller ❑tier the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayetp, resulting fionm innpertect or defective work done or materials furnished 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 ofthe f6tegoing warranties of guarantees, bill 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 nmake changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser play make any changes to the terms. other than legal teens, including additions to or deletion from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the anmount due or the tittle of performance hereunder. an equitable adjusttncnt shall be made. 6. TERMINATIONS. The Purchaser nmay at any time by written change order. terminate this aereenx•nt as to allyor all portions of the goods then not shipped, subject to any equitable adjustment between the panics ns to any work of nnatenals then in progress provided that the Purchaser shall not be liable for any clainx fen anticipated profits on Ilie uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be nnade in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination sb:ell relieve the Puldiaser or the Seller of any of their obligin ions as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any clainn for adjustment must be asserted within thirty (30) days horn the (late the change or tenmination 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 :s may be required to effect or evidence mnnpliance. All Iaivs and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indeninifv and hold the Purchaser harmless from all costs and damages suBercd by the Iurchaser as a result of the Sellers failure to comply with such laic. If and only to the extent this [Agreement] constitutes a "sole source govenunenl contract" within the meaning of Article XXV I I I ofthe Colorado Constitution ("Article XXV I I I" L then t he provisions of Sect ion 15 of An icle XX V I I I are hereby incoporated into this [Agreement], lit such a case, if the [C'onnacto; I or any other person who is a "contract Iioldei" as defined in Section 2(4.5) of Article XXV I II intentionally violnics Section 15 of Section 17(2) of Article XXV II I, then the [Contractor[ agrees it shall be ineligible to hold ally sole source governnwnt contract, or public employment with the state of Colorado or any of its political subdivisions, till three yams. 9. ASSIGNMENT. Neither paty shall assign, transfer, or convey this order, of any monies due of to becoume due hereunder without the III ior written consent of the other party. iL�iiilld "I he Seller warrants fill. clear and unrestricted title to the Purchaser fair all equipment, materials. and item fmuimished in pert n'niance of this agreement. tree and clear of any and all liens. restrictions. reservations. security interest encumbrances and clainx of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance ofthe terns and conditions hereof, failure or delay to exercise any rights or remedies provided herein of bylaw. failure to promptly nasty the Seller in the event of a breach, the acccplance of of payment for goods hereunder of approval c f the design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict pedonn:mcc hereof ur any of its rights of ienedies as to any such goods, regardless of when shipped. ICCCivCd or accepted as to any prior of subsequent defiudt hereunder: nor shall any purported oral modification s rescission of this purchase order by the Purchaser operate as a waiver of any ofthe ternss hereof 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Iurchaser recognize that in actual economic practice overcharges resulting Gann antitrust violations are in fact horse by the Pnl'Clnsel'. rheretotoic. tot good cause and as consideration for executing this purchaseorder, the Seller hereby assigns to the Purchaser any and all claims it In av now have or hereafter acquired trader federal ,['state atnittust laws tar such overcharges relating to the particular goods or services purchased or acquired by the Purchaser porsu: nt to this purchase order. 13. PURC I IASERS PERFORMANCE OF SELLERS OBLIGATION'S. If the Pni'Chasn' 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 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 ofany tier from all liability and clainx of anynature resulting Bonn the perfonn:mce of such work. This release shall apply even in the event of fault of negligence ofthe party released and shall extend to the directors, officers and employees of such party - The Seller's cono'netu:d obligations, including warranty, shall not be d—iied to be reduced, in anyway, because such work is [let finned or caused to be Pei foinmed by the Purchaser. 14. PATENT:S. Whenever the Seller is required to use any design. device. material of process covered by letter, patent, trademark of copyright. the Scllei shall ill tic nnti fy and save haniless die Purchaser front any and all clainx for infingement by reason ofthe use of such pa Iented design. device, material or process in connection with die contract, and shall indenmify, the 11aI chosei too any cost, expense or donee which it shay be obliged to pay by reason of such in It at anytime during the prosecution or rater lac• completion of the work. In case said equipment. or any pan thereof or the intended use ofthe goods, is in such suit held to constitute infringement and the use of said equipollent or pat is enjoined, the Seller shall. at its own expense and ;it its option, either procure for the Purchaser the right to continue using said equipment or puts. replace the sannc with substantially equal but non -infringing equipment, or modify it so it beconnes non-inli'inging. 15. INSOLVENCY. If the Seller shall become insolvent of bankrupt. remake an assignnment for the benefit ofcreditors, appoint a receiver or trustee far :try of the Sellers property of business, this order may forthwith be canceled by the Purchaser without liabiliy. I6. GOVERNING LAW. 'I -he definitions of terns used of the interpretation ofthe agreement and the rights of all panes hereunder shall be consu'ued under and governed by the laws ofthe State of Colorado, USA. "I'he tidlowing Additional Conditions apply only in cases where the Seller is rim perform work hereunder, including the services of Sellers Represenative(s), till the premises of others. 17. SELLERS RESPONSIBILITY The Seller shall c; y on said work at Seller's own risk until the sane is filly completed and accepted, and shall, in rase of any accident. destruction or injury to the work and/or materials before Seller's final conhpletion and acceptance. uniplete the work at Seller's oivn expense and to the satisfaction ofthe Purchaser. When materials and equipment 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 materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall. a his own expense,provide for the payment of workers compensation, including occupational disease benefits. to its employees employed till or in connection with the work covered by this purcluase order, and/or to their dependents in :accordance with the Imes of the state in which the work is to be done. The Seller shall also can cnmprchens ive general liability including. but not Iinmited to, contractual and automobile public liability insurance with Ixidily igjuy aid death limits of at least S300.000 for any one person. S500,000 lair any one accident and property dunnage limit per naident of S40Q000. The Seller shall likewise require his contractors, if any, to provide for such conhpensation and insurance. Befoic any ofthe Sellers or his cone:actor;s c•niployees shall do any work upon the prc•nmises of others. the Sellershall furnish the Purchaser with a certificate that such compensation and insurance have been provided. Such certiticates shall specify the date when such compensation and insurance have been provided. Such crrliticues shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall le maintained until atler die entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. -file Seiler hereby assunnes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indenmify and hold ha finless the Purchaser and any or all of the Purchasers officers. agents and employees front and against any turd all clainn. losses, damages• charges or expenses, whether direct or indirect. and whether to persons or property to which the Puchaser maybe put or subject by reason of:ay act• action. reelect. omission or default on the pan of the Seller% any ofhis contractors, or any of the Sellers or contractors officers, agents o employees. In case anysuit orother proceedings shall hebrought against the Plitchaser, or its officers.:amus or employees at anytime on account or by reason of any act, action, neglect. omission of default ofthe Scllci 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 sane at the Sellers own expense, to pay any and all costs, charges. attorneys lees and other expenses, any and alljudgnments that maybe incurred by or obtained against the Purchaser of anv of its or their officers, agents or employees in such suits or other proceedings, and in case judgment nr other lien be placed upon of obtained against the property of the Purchaser, or said parties in oras aresult of'such suits or other procee(lings. the Seller Will ❑t once cruse the sane to be dissolved and discharged bygiving bond or otherwise. The Sellerand his contractors shall take all safety precautions. furnish and install all guards necessay fair the prevention of accidents. comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Satety and health Act of 1970 and all rules ❑nil regulations issued pursuant thereto. Revised 04/1001)