HomeMy WebLinkAbout353311 CHEVO STUDIOS - PURCHASE ORDER - 9957362 (2)Date: 12/9/2009
City of
F6rt Coltins
Page Number: 1
Purchase Order Number: 9957363
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 LOT 3,500.00
APP Design -Water Qual Boxes
Total $3,500.00
Invoice Address:
City of Fort CojffinDirector of Purchasing and Risk Management City of Fort Collins
This order is alid over $5000 unless signed by James B. O'Neill II, CPPO Accounting Department
City of Fort Collins Purchasing, PO Box 580, Fort Collins, CO 80522-0580 PO Box 580
Phone: 970-221-6775 Fax: 970-221-6707 Email: purchasing@fcgov.com 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 Registy 84-6000587 is registered with the Collector of
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chaplet 39-16. 1 14 (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 m be replaced except upon receipt of written
instructions from the City of Foil Collins.
Inspection. GOODS are subject to the City of Fort Collins inspection on arrive
Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in authorized
payment on the pan 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.
Freight Teats. Shipments must be F.O.B.. City of For Collins. 700 Wood St.. Fort Collins. CO 80521. unless
otherwise specified on this order. If pennission is given to prepay freight and charge separately, the original feight bill
must accompany invoice. Additional charges for packing will not be accepted.
Shipment Distance. Where manufacturers have distributing points in various pans ot'the country, shipment is expected
horrific nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments arc
made fi out 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 of the state, municipality. territory or political subdivision where the work is
performed, m required by any other duly constituted public authority having Jurisdiction over the work of -rid —
Seller further agrees to hold the City of Fort Collins harmless foulard against all livability and hiss incurred bylhenn 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 tact. Ix na fide and possess lull 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 tents and conditions annexed hereto or inconlx)rued 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 intntediately if you cannot make complete shipment to arrive on your
promised delivery date :as note(], Time is of the essence. Delivery and I- formal— must be ellecled 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 opet it as it waiver of this provision. In the event of any delay, the
Purchaser shall have, in addition to other legal and equitable remedies, Ie option ofplacing this order eIse%vhere an(I
holding the Seller liable for damages. However. the Seller shall not be liable tit damages as :a result of delays due to
causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofnegligcnce, such acts
of God, acts of civil m military authorities, governmental priorities, fires, strikes, flood. epidemics, wars m riots
provided that notice of the conditions causing such delay is given to the Iurchaser within five (5) days of the tinge
when the Seller first received knowledge thereof. In the event ofanysuch (delay, the date ofdelivery 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 confort with applicable
drawings, specifications, samples and/or other descriptions given, will befit for the purposes intended, and perforated
with the highest degree of care and competence in accordance with accepted standards fit work of a sinnila' nature.
The Seller agrees to hold the purchaser haniless front any loss. damage m expense %which the Purclaser naay suffer m
incur on account of the Sellers breach of wan anty- The Seller shall replace. repair or make good, without cost to the
purchaser, any defects or faults arising within one (1) yean or within such longer period of time as maybe prescr ibed by
law or by the tents of any applicable warranty provided by the Seller alter the date of accep[ance of the goods
furnished hereunder (acceptance not to be unreasonablvdelayed), resulting fronn innperteet ordefective work done or
materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall rot constitute ❑ waiver of any
claim under this warranty. Except as otherwise provided in this purchase order. [he Sellers liability hereunder shall
extend to all damages proximately caused by the breach of any of the foregoing %varanties or guanacos, 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 LEGALTERMS.
The Purchaser may make changes to legal terns by written change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser stay nake any changes to the (errs, other than legal tents, including additions to or deletions bona the
quantities originally ordered in the specifications or drawings, by verbal or written ch:mge order. Ifany such change
affects the amount due or the time of performance hereunder. an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser nay at any tittle by written change order, terminate this agreement :as to ❑ny or all portions ofthe goods
then not shipped, subject to any equitable adjustment between the parties -s [o any work or materials then in progress
provided (hat the Purchaser shall not be livable for any claims for anticipated profits on the uncompleted portion ofthc
goods andlor work. for incidental or consequential damages. and that no such adjustment Ie made in fool of the Seller
with respect to any goods which are the Sellers standard stock. No such terminal ion shall relieve the Purchaser or the
Seller of any of their obligations as to any goods delivered hereunder.
T CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must beasserted within thirty (30) days front the (late the change or termination is urdered.
8. COMPLIANCE WITH LAW.
The Seller warants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict
compliance with all applicable lawsand regulations to which the goods are subject. The Sella'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 hannless front all costs and damages suffered by the Pm'ChaSCIas 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 ofAricle XXVIII
are hereby incorporated into this [Agreement]. In such a case, if the [Contractor] art any other person who is a
"contract holder" as defined in Section 2(4.5) of Article XXVIII intentionally violates Section 15 urn Section 17(2) of
Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source government contract, or
public employanent with the state of Colorado or any of its political subdivisions, lit three years.
9. ASSIGNMENT.
Neither party shall assign, transfer• or convey this order, m any nonies due or to become (rue hereunder without the
prior written consent of the other party.
10. TITL E.
The Seller a'anants lull, clear' and unrestricted title to the Purchaser for all equipment. materials. and items Ifunishod in
perfornance al this agreement. tree and clear of any and all liens. restrictions. reservations. security interest
encumbrances and claims of others.
I I. NONWAIVER.
Failure of the I'ttrchaser to insist upon strict performance of the terms 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 of the design. shall not release the Seller of any 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 suit[ performance hereof or any of its rights m remedies as to any such goods. regardless of when shipped.
received or accepted, as to any prior or subsequent default hereunder, not 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. ASSIGNNIENT 017 ANTITRUST CLAIMS.
Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust violations are
in fact borne by the Purchnser. Theretofine, lit good cause and as consideration for executing this purchase order, the
Seller hereby assigns to the Purchaser:uty and all chains it may now have or hereafter acquired under federal or state
antitrust laws fit such overcharges relating m the particular goods or services purchased or acquired by the Purchaser
pursuant to this purchase order.
13. PURC'.I-IASERS PFRFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser directs the Seller to conent nonconfonning m defective goods by a date to be agreed upon by the
Pmchascr 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 fior all liability and claims ofany 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 flan),.
-file Seller's conuacttal obligations. including warnnty, shall not be deemed to be reduced, in any way, because such
work is pertinned or caused to be performed by the Purchaser.
14. PATENTS.
Whenever the Seller is required to use :my design, device, material or process coveted by letter• patent• trademark or
copyright. [he Seller shall indemnify and save harmless the Purchaser from:my and all claims fix infiingenlent by reason
of -the use ofsuch patented design, device, material or process in connection with the conflict, and shall indemnify the
Purchaser lux any cost, expense or damage which it naay be obliged to pay by reason of such inf}ingenlent at any tinge
(luring the prosecution or after the completion of the work. In case said equipment, or any pan thereofor the intended
use of the goods, is in such suit held to constitute inhingement and the use of said equipment or part is enjoined, the
Seller shall. n( its own expense and at its option, either procure tilt the Purchaser the tight to continue using said
equipment or parts, replace the same with substantially equal but non -infringing equipment, or modify it so it becomes
non -infringing.
I?. INSOLVENCY.
If the Seller shall become insolvent m bankrupt, stake air assignment for the benefit of creditors, appoint a receiver m
trustee for 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 due interpretation of the agreement and the rights of all patties hereunder shall be
construed under and governed by the Imes of the State of Colorado. USA.
The tbllowing Additional Conditions apply only in cases where the Seller is to perfinnt work hereunder, including the
services of Sellers Kepresentotive(s), on the premises of others.
17, SELLERS RISPONSI BI LITY.
The Seller shall cant' on said work at Seller's oo'n risk until the same is filly completed and accepted, and shall, in case
of any accident, desn'uction or injury to the work and/or materials before Seller's final completion and acceptance,
commplete she work nt Seller's own -pens —and to the satisfaction of the Purchaset. When materials and equipment are
hrnished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at
the site and beconne 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 tux the payment of ,orkers compensation, including occupational disease
benefits. to its employees employed on or in connection with the work covered by this purchase order, and/or to their
dependents in accordance wilt 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 dealt limits of at least $300,000 for any one person. $500,000 for any one accident and property
damage limit per accident of $400.000. The Seller shall likewise require his conuxtors, if any, to provide fm'such
compensation and insurance. Befite any of the Sellers or his contractors employees shall do any work upon the
premises ofothers, the Seller shall furnish the Purchaser with a certificate tlat such compensation and insurance have
been provided. Such certificates shall specify the date when such compensation and insurance have been provided.
Such certificates shall specity (he 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 of any kind or
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. The Seller will indemnify and hold harmless the Purchaser and any or all of
the Purchasers officers. agents and employees foul and against any and all claims, losses, damages, charges urn
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 on the pan of the Seller, any of his contractors, or any of the
Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall Ie brought against the
Pnr'cltaser', or its officers• agents or employees at any tine on account or by reason of any act, action, neglect, omission
or default of the Seller of any of his contractors or any of its or their officers. agents or employees as of xesaid, 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, avorney:s fees and other expenses, any and allptigntents that maybe 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 as a result
of such 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. furnish and install all guards necessaryfor
the prevention of accidents. comply %vith all lanes 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 thelrlo.
Revised 04/2009