Loading...
HomeMy WebLinkAbout445805 GYROSCOPE INC - PURCHASE ORDER - 8855181City of Fort Collins Date: 05/23/2011 Vendor: 445805 GYROSCOPE INC 283 FOURTH ST, STE 201 OAKLAND California 94607 PURCHASE ORDER PO Number Page 8855181 j 1012 This number must appear on all invoices, packing slips and labels. Ship To: OPERATIONS SERVICES CITY OF FORT COLLINS 300 Laporte Avenue Building B FORT COLLINS Colorado 80521 Delivery Date: 08/27/2008 / Buyer: JOHN STEPHEN Note: / Line Description Quantity UOM Unit Price Extended Ordered Price 2 change account # 1 LOT EA 166,101.34 City of Fort Collins Director of Purchasing and Risk Management This order is not valid 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 $166,101.34 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions, By stanum the City of Fon Collins is exempt fmm state and local taxes. Our Exemption Number is 99-04502. Federal Excise Tax Exemption Cenificatc of Regiury, 94-6000587 is registered with the Collector of Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chu fire r 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, ether \when shipped or due to defects of damage in transit. may be renamed to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Four Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection m arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hercol: failure or delay to exercise any rights or rcmcdics provided herein or by law, Gilum to promptly notify the Scllcr in the sacra of a breach. the acceptance ofor payment for goods hereunder or approval of the design, shall not release the Scllcr of any of the warranties or obligations of this purchase order and shall not be dccmcd a moniker of any right of the purchaser to insist upon strict performance hereof or any of its rights or rcmcdics ar to any such goods, regardless of when shipped. received cr accepted, as to any prior or subsequent default hereunder, nor shall any purponed wall modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However. it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice. overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order. the Seller hereby assigns to the Purchaser any and all claims it nary now have or hereafter Freight Teals. Shipments mast be F.O.B.. City of Fen Collins, 700 Wood St., Fort Collins, CO 90522. unless acquired under federal or .state antitrust laws for such overcharges relating to the pvnicular goods or sen'ices otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Wheal manufacturers have distributing points in various pans of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to he agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Scllcr, and the Seiler thercaficr indicates its inability or unwillingness to comply. the Purchaser shipments arc made from greater distance. 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. Permits. Seller shall procure at sellers sale cost all necessary permit, 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, or required by any other da1,v constituted public authority having jurisdiction over the work of vendor. Seller funhcr agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All panics to this contract agree that the representatives are, in fact, boon fidc and possess full and complete authenty to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tans and conditions stated herein set forth and say supplementary or additional terms and conditions annexed hereto or incorporated hcrcin by reference. Any additional or different terms and conditions proposed by selleram objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to arrive on your premised delivery date as noted. Time is of the essence. Delivery and performance must be effected 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 operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable rcmcdics, the option ofplacing this order elsewhere and holding the SCller 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 of negligence, such acts it acts ofcivil or military authorities, governmental priorities. fires, strikes, flood epidemics wars or riots pmvidcd that notice of the conditions causing such delay is given to the Purchaser within Five (5) days of the time when the Seiler first received knowledge themof. In the event of 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 warmnt that all goods, adicles. materials nod work covered by this order will conform with applicable drawings, specifications, mamples and/or other descriptions given, will be fit for the purposes intended, and performed 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 Form any Inss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wamnty. The Seller shall replace, repair or make good, without cost to the purchaser. any defects on faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms curving applicable wornary provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver crony claim under this veammy. Except as nthcnrise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees. but such liability shall in no event include loss ofpmfits or loss refuse. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, mhcr than legal terms, 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 affect the amount due or the time of performance hereunder, an equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goads then net 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 praftts on the uncompleted portion of the Foods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which arc the Scllcrs standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods del ivcrcd hcrcu rider. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller onto all that all genes sold hereunder shall have been produced, sold, delivered and famished 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 or evidence compliance. All laws and regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this rcfcrcncc. The Seller agrees to indemnify and hold the Pmrcha er harmless from all east and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any marries due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller wamnts fill dear and unrestricted tills to the Purchaser for all equipment materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions. reservations, security interest encumbrances and claims of others. The Seller shall red eaxe the P uchascr and its contractors of any net fmm all liability and claims of any nature resulting from the perfomance of arch 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 wamnty, shall not he deemed to be reduced, in any way, because such work is perforated or caused to be Performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, materiel or pmecss covered by letter, patent, trademark or copyright, the Scllcr shall indemnify and save harmless the Purchaser from any and ill claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost expense or damage which it may be obliged to pay by reason al -such infringement at any tine during the pmscculion or after the completion of the work. In ease 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 pan is enjoined, the Seller shall, at its man exPensc and at its option, either procure for the Purchaser the right to continue using mid equipment or parts, replace the some with pubstartially coral but noninfringing equipment. or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the bcmcfit of creditors, appoint a receiver or trustee for any of the Scllers property or business, this order may fnnho th he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tans used or the interpretation ofthe agreement and the rights of all panics Imrcunder shall be construed under and governed by the laws of the State of Colomde. USA. The following Additional Conditions apply only in eases where the Seller is to perform work hcramdcr. including the services of Sellers Rcktu senmtore(s), no the premises ofothers. 17. SELLERS RESPONSIBILITY, The Seller shall tarty on 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 SCRCim final completion and acceptance. complete the work at Scller's own expense and to the satisfxmin r of the 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 thercfm as though such materials and/or equipment were being famished by the Seller order the order. 19. INSURANCE. The Seller shall, at his on expense, provide for the payment of workers c'ompenmtinn. including occupational disease benefits, to its employees employed on or in connection with the work entered 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 Scllcr shall also tarty comprehensive general liability including, but not limited to, contractual and automobile public liability in. ..once with bodily injury and death limit of it (call S300.0110 for any one person. S500.000 for any one accident and propeny damage limit per accident of S400,000, The Seller shall likewise require his contractors, irony. to pmvidc for such eompenselion and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of ethers, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such ccnificmes 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 Seiler agrees that such compensation and inatmnee shall be maintained until ifcr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and fnbility for any and all damage, loss or injury none kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in Ibis purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers effects, agents and employees from and against any and all claims losses. damages, charges or expenses. vwhcthcr direct or indirect, and whether in persons or put to which the Purchaser nray be for or subject by reason of any act, action, neglect emission or default on the part of the Seller, any of his contractors. or any of the Sellers or contractors officers, agents or employees In case any slit or other Proceedings shall be brought against the Purchaser, or it officer, agents or employees at any time on account tar by rc,sam of any act, action, neglect, omission on default of the Seller of any of his contractors or any of its or their offrnrs, agents or employees as aforesaid, the Seller hereby agrees to asstmtc the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, atromcys 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 or employees in such suits or mhcr proceedings, and in case judgment or other lien he 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 some to be dissolved and discharged by giving band or nlhcnvi,ve. The Seller and his contractors shall take Al safety precautions, famish and install all guards necessary for the prevention of accidents, comply with all lams and regulations with regard In safety including, but withmn limitation, the Occupational Safety and Health Act of 1970 and all ndcs and mgidations issued pursounl throne. Rcviacd 03/2010