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HomeMy WebLinkAbout451835 WRITE TRACK TRAINING - PURCHASE ORDER - 8857127Date: 12/7/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 8857127 Delivery Date: 11/26/2008 Buyer: CAREY, DAVID 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 100.00 ADDENDUM TO PO #8857127 ADDED PER KARA SMITH E-MAIL REQUEST 12/4/09. -ECB Total $100.00 Invoice Address: City of Fort CotTinyDirector of Purchasing and Risk Management City of Fort Collins This order is OQValid 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 For Collins is exempt from state and local taxes. Our Exemption Number is 98-04502- Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-20, 1 14 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or true to defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of lillen instructions from the City of Fort Collins. _ Inspection. GOODS are subject to the City of Fort Collins inspec Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payment on the part 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 Tents. Shipments must be F.O.B., City of Fort Collins, 700 Wood St_, Fort Collins. CO 80522, unless otherwise specified on this order. Ifpernission is given to prepay freight and ehargeseparately. the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacnueis have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted lion Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole costal] necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, tetinay of political subclivision 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 Foil Collins harmless front and against all liability and loss incur ed by them by reason of an asserted or established violation of any such laws, regulations. ordinances, rules and iequirenaenis. Authotization. All parties to this contract agree that the representatives are, in fact, boon fide and possess full 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 tennis and conditions annexed hereto or incorporated herein by reference. Any additional or different terns 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 alive on your promised delivery date as noted. Time is ofthe essence. Delivery and performance must be efTected within the time stated on the purchase order and the documents attached hereto. No nets of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver ofthis provision. In the event of anydelay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However. the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofneglige ice. such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars m riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days ofthe tine when the Seller first received knowledge thereof. In the event o f any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason ofthe 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 befit lift the purposes intended, mad perfonnecl 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 tiotn any loss, damage or expense which the Purchaser stay suffer or Men) on account of the Sellers breach of warranty. The Seller shall replace, repair or make good, u,ithoui cost to the purchaser, any defects or faults arising within one (I) year or within such longer period oftinme as nary [x ])rescritxcl by law or by the teats of any applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting front iniperfeet or defectivework done or materials furnished by the Seller. Acceptance m use of goods by the Purchaser shall not constitute a waiver of arty claim under this Waranty. 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 wartanaies or guarantees, but such liability shall in no event include loss of profits m 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 terns by written change order_ 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tents, other than legal terns. including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any 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 m any m all potions ofthe 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 potion ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor ofthe Seller with respect to any goods which tactile 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 fiom the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been pl oduced. 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 m 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 harmless fiont all costs and damages suffered 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 govemnaent contract" within the meaning of Article XXVIII ofthe Colorado Constitution ("Article XXVIII"). then the provisions ofSection 15 of Anicic XXVIII are hereby incorporated into this [Agreement]. In such a case_ if the [Connacmrl or any other person uvho is a "contract holder" as defined in Section 2(4.5) ofAniele XXVIII intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source gomunntent 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 monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller Wanaras full. clear and unrestricted title to the Purchaser for all equipment. ntatetials, and items furnished in perthnmance of this agreement, tree and clear of any and all liens. restrictions, reservations, security interest encumbrances anti claims of others- 1I. NONWAIVER. Failure of the Purchaser to insist upon strict performance 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 ofthe ",anonties of obligations oft his purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereof at 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, not shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any ofthe teens hereof. C. ASSIGNiMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize than in actual economic practice, overcharges resulting &oni antitrust violations are in fact bonne by the Purchaser. "['heretofore. for good cause and as consideration tot executing this purchase order, the Seller hereby assigns to the Purchaser any :and all claims it may now have or hereafter acquired under federal or state antiurust laws for 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 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 connectors ofany tier from all liability and claims ofany nature resulting fic�m the performance ofsuch work. This release shall apply even in file event of fault of negligence ofthe party released and shall extend to the directors, officers and employees ofsuch party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in anyway. because such work is net or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device_ material m process covered by letter, patent, trademark or copyright. the Seller shall indenini fy and save harmless the Pui chuser front any and all clains for infiingenient by reason Oft lie use of such patented design, device, nateial or process in connection With the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may he obliged to pay by reason of such infringement at any time during the prosecution of after the completion of the Work- In case said equipment. m anyptnt theteofor the intended use ofthe goods, is in such suit held to constitute infringement and the use of said equipment or pail 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 same With substantially equal but non -infringing equipment, m modify it so it beconmes non -infringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankl upt. stake an assigmncnt for the benefit Orel editors. appoint a receiver or trustee for any ofthe Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16, GOVERNING LAW. The definitions of teens used or the intepretmion ofthe agreement and the rights of all parties hereunder shall be construed under and governed by the laws ofthe State of Colorado, USA - The following Additional Conditions apply only in cases where the Seller is to pe-fann work hereunder, including the services of Sellers Representative(s), on the premises of others- 17. SELLERS RESPONSIBILITY The Seller shall canyon said work at Seller's own risk until the same is fully completed and accepted, and shall, incise of any accident. destruction or injury to the work and/or materials before Seller's final completion and acceptance, mplete due work at Seller's own expert and to the satisfaction ofthe Purchaser_ Wlien nmterials 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 naterials and/or equipment were being famished bythe Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payanent of worker 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 with the Imes 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 mad death 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 contractors, if any, to provide for such compensation and insurance. Befoi e any of the Sellets or his contractors employees 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 ",hell 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. - "file Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons of property caused by or resulting fi oni the execution ofthe 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 Purchases officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whethe direct or indirect, and whether to persons or property to which the Purchaser maybe put or subject by reason of any act. action, neglect. omission or default on the pail ofthe Seller, any ot'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, m its officers. agents or employees at any time on account or by reason of any act, action, neglect, omission or default ofthe Selle of any of his contactors of any of its m their officers. agents or employees as aforesaid, the Seller hereby agrees to assume 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 may be incurred by or obtained against the Purchaser or any of its or their officers, agents m 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, m said parties in or as atesult ofsuch suits or other proceedings. the SCller will at once cause the same to be dissolved and discharged bygiving bond or otherwise. The Seller and his connectors shall take all safety precautions, furnish and install all guards necessary for the prevention of accidents. comply with all laws 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 04/2009