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HomeMy WebLinkAbout104430 POSTMASTER - PURCHASE ORDER - 9957265Date: 12/7/2009 City of ort Collins Page Number: 1 Purchase Order Number: 9957265 Delivery Date: 12/6/2009 Buyer: DICK,OPAL 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 75,000.00 Replenish Postage Permit 1 Utility mailings Total $75,000.00 Invoice Address: City of Fort ColiViriyDirector of Purchasing and Risk Management City of Fort Collins This order is n 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. 'fax exemptions. By statute the City of Fort Collins is exempt from state and local axes. 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 nneet specifications. either when shipped or due to defects of damage in transit, may be returned to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Foil Collins. Inspection. GOODS are subject to the City of For Collins inspection on arrival. Final Acceptance Receipt ofthe merchandise, services or equipment in response 10 this order can result in authorized payment on the pan of the City of Foil Collins. liowevef, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection proccduI es. Freight 'terms. Shipments must be F.O.B.. City of Fort Collins. 700 Wood tit.. Fort Collins. CO 80522. unless otherwise specified on this order. Ifpernission is given to prepay freight and charge scp:u:vely. the original frcigla bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pars ofthe country, shipment is expected from the nearest distribution point to destination. and excess height will he deducted front Invoice• benshipnents arc made from greater distance. Permits. Seller shall procure at sellers sole costal] necessary pennits, certificates and licenses required byall applicable laws, regulations, ordinances and rules of the state, unaicipality, territory or political subdivision where the ovrk is performed, or required by any other duly constituted public authority halving jurisdiction over the work of vendor. Seller father agrees to hold the City of Fort Collins harmless finny and against all liability and loss incurred by therm 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 arc, in fact bona fide and possess fill and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly linnits acceptance to the terms :and conditions stated herein set forth and any supplementary or additional terns and conditions annexed hereto of incorporated herein by reference. Any additional or different terms and conditions proposed by seller arc 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 ofthe essence. Delivery and perfonnance Must be effected within the tittle stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpatial late deliveries, shall operate as a waiver of this provision. In the event ofanydelay, 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 lot damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars of riots provided that notice ofthe conditions causing such delay is given to the Purchascr within five (5) days ofthe 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 actdally lost by reason of the delay. 3.WARRANTY. The Seller warrants that all goods, articles, naterials and work covered by this order will confimtn with applicable drawings. specifications, samples and/or other descriptions given. will be fit lot the purposes intended and pniinned with the highest degree of care and competence in accordance with :accepted standards tint work of a similar nature. The Seller agrees to hold the purchaser harmless From any loss. dantagc or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or make good without cost to the purchaser, any defects or faults it within one (1) year or within such longer period of time m may le prescribed by law or by the terms orally applicable warranty provided by [he Seller :flier the date of acceptance ofthe goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fionl imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchascr 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 orally of the foregoing warranties or guarantees, but such liability shall in no event include loss of protits 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 tenns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may nnake any changes to the terns, other than legal tents. including additions to or deletions fionarhe quantities originally ordered in the specifications or drawings, by verbal of n,l iltell change order. Italy such change affects the amount due or the tittle of perfonnance hereunder, an equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser miry at anytime by written change order, terminate this agreentcut as to any or all portions ofthe goods then not shipped, subject to any equitable adjustment between the panics 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 ofthe goods and/or work, for incidental or consequential damages, and that no such adjustent bemade in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchascr of 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 (form 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 :arc subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to he incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller :agrees m indemnify and hold the Purchaser hatless from all costs and damages sullerel by the Purchaser as a result ofthe Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source government contract" within the meaning uh Article XXV I II ofthe Colorado Constitution ("Article XXV I II"). then the provisions of Section 15 ofAnicle NXV III are hereby incorporated into this [.Agreement]. In such a case. if the (Counaeor] or any other person who is a "contract holder" asdefined in Section 2(45) of Article XXVIII intentionally violates Section 15 or Section 17(2) of Article XXV III, then [he fConuactor] agrees it shall be ineligible to hold any sole source government contract, m public employment with the state of Colorado or any of its political subdivisions, for three years. 9. ASSIGNMENT. Neither partyshall assign, transfer, or convey this order, or any aunties due of to become due hereunder without the prior written consent of the othe party. 10. TITLE. The Seller variants till, clear and unrestricted title to the Purchaser for all equipment, materials, and items fiunished in perfonnance of this agreement, tree 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 strict performance of the terns 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 for goods hereunder or approval ofthe design, shall not release the Seller of any of the war oat ies or obligations o f this purchase order and shall not be deemed a waiver of any right ofthe purchaser to insist upon su-ict pet I -La nuance hereof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to ally prior or subsequent default hereunder, nor shall Illy purported oral modification or rescission of this purchase order by tine Purchaser operate as a waiver of any ofthe terns hereof. 1'. ASSIGNMENT OF ANTITRUST CLAIMS. Scller and the Purchaser recognize that in actual economic practice, overcharges resulting fionn antitrust violations are in fact home by the Purchaser. The-etoloi c. for good cause and as consideration for executing this puichaseoidet, the Seller hereby assigns to the Pln"ch:asci any and all chins it may now have m hereafter acquired under federal or state ,antitrust laws tilt such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pwsuanl to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchascrand the Seller. and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be pet forned by the most expeditious means available to it. and the Seller shall pay all costs associated avith such work. The Seller shall release time Purchascr and its contractors ofany tier Gom all liability and chains ofany nature resulting finnm the perfbrmmnce of such work. I his release shall apply even in the event of Colt of negligence of the party released and shall extend to the directors. olficeis and entplovees ofsuch party. The Seller's contractual obligations, including warranty, shall not be deenmed to be reduced. in any way, because such work is perfonmed or caused to be petitioned by the Purchaser, 14. PATENTS. Whenever the Seller is required to use any design, device, nxvenil or process covered by letter, patent, trademark or copyright. the Seller shall indenindy and save harmless the Purchaser fi oat any and all claims for infiingertent by reason ofthe use ofsuch patented design. device material m process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or dammage which it may be obliged to pay by reason of such infringennent at anytime during the prosecution or after the completion ofthe work. In case said equipment, or any pat thereof or the intended use of the goods. is in such suit held to constitute infringement and the use of said equipment or pat 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 pans. replace the sane with substant Tally equal but non -infringing equipment, or mollify it so it becomes non -infringing. 15. INSOLVENCY If the Seller shall become insolvent or bankrupt, make -.tit assignment for the benefit oferediors, appoint a receiver or it ustee lot any of the Sellen:s property or business, this order may fonhvith be canceled by the Purchaser without liability. Iti. GOVERNING LAW. The definitions of tents used or time 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 Repi esentative(s). on the premises of others. 17. SELLERS RESPONSIBILITY. Tile Seller shall canyon said work at Seller's own risk until the same is fully conmpleted and accepted, and shall, incase of any accident, desr action m injury to the work and/or materials before Sellers final completion and acceptance, ,mplete the work at Seller's own expense and to the satistactiou ofthe Ptuchasen 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 bythe Seller under the order. 18. INSURANCE. The Seller shall. at his own expense, provide for the payment of workers conmpensation. including occupatioiaal 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 with the laws ofthe state in which the work is to be done. The Seller shall also early 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 anyone person. S500.000 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. Behne any ofthe Sellers or his contractors employees shall do any work upon [he premises of others. the Seller shall furnish the Purchascr witlm 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. It). 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 m nature a hatsoever to persons or property caned by or resulting fi-om the execution ofthe work provided for in this purcase order m in connection herewith. The Seller will indemnify and hold hatless the Purchaser and any or all of the Purchasers officers, agents and employees front and against any and all claims, losses, damages, charges or expenses. whether direct of indirect. anal whether to persons or property to\which the Purchaser nay be put orsubject by reason oranv act, action. neglect, omission m defatdt on the pan ofthe Seller, anvofhis contractors, or any ofthe Sellers or contmctots officers, agents or employees. In case anysuit orother proceedings shall be brought against the [',,,chaser. or its officers. agents of employees at any time on account or by reason of any act, action, neglect, omission or default ofthe Seller orally of his contractors or any of its or their officers, agents or employees as aforesaid. the Seller hereby agrees to assune tie defense thereof and to defend the same at the Sellers own expense, to pay any and all costs. charges, at tornevs fees and other expenses. any and alljudgments that maybe incurred by or obtainedagainst the I'urch:aset of any of its or their officers. agents or employees in such suits of other proceedings, and in case judgment of other lien be placed upon of obtained against the property of the Purchaser, of said panics in or asa result ofsuch suits or oche pruceedings, the Seller will at once cause the sane to be dissolved and discharged bygiving bond or otherwise. The Seller and his contractors shall take :all safety precautions. furnish and install all guards necessaryfor the prevention of accidents, comply with all Imes 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 thereto. Revised 04/1001)