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HomeMy WebLinkAbout487267 TIP STRATEGIES - PURCHASE ORDER - 9113046Fort Collins Date: 05/26/2011 Vendor: 487267 TIP STRATEGIES 106 E 6TH ST STE 550 AUSTIN Texas 78701 PURCHASE ORDER, PO Number Page 9113046 tof2 his number.must appear on all invoices, packing slips and labels. Ship To: CITY MANAGER CITY OF FORT COLLINS 300 LAPORTE AVE CITY HALL WEST - 1ST FLOOR FORT COLLINS Colorado 80521 Delivery Date: 05/2612011 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered ; 'Price Economic Health Strategic Plan 1 LOT LS ' 155;000.00 PER TERMS AND CONDITIONS OF 7215 ECONOMIC HEALTH STRATEGIC PLAN AND AGREEMENT DATED 5-26-11 Total $155,000.00 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill 11, 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 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 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fart Collins is exempt from now and local taxes. Our Exemption Number is 98-0e502. Federal Excise Tax'Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Samtes 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to faihne to meet specifications, either when shipped of due to defects of damage in transit, may be returned to you for credit aed are not to be replaced except upon receipt of written instructions from the City of Fort Collins Inspection. GOODS are subject to the City effort Collins inspection on arrival. 11. NONWAIVER. Failure of the Pmehasm to insist upon strict performance of the terms and conditions hereof failure or delay to exercise any rights or remedies provided hmein or by law, failure to promptly notify the Sella in the event of a breach, the acceptance of err payment far goods hereunder or approval ofthe design, shall not release the Sella 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 performance hereofor any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prim on subsequent default hereunder, nor shall any purported oral modification err rescission of this purchase order by the Purchaser operate as a waiver of any of the terns 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 par of the City of Fort Collins. However, it is to be understood that FINAL Sell, and the Purchma recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is deperdmt upon completion ofall applicable required inspection procedures. violations are in fact borne by the Purchaser. Theretofore, fur good cause and its consideration fur executing this purchase order, the Sella hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Far Collins, 700 Wood SL, Fort Collins, CO 80522. unless acquired under federal or sate antitrust laws fur such overcharges relating to the particular goods or service otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchnsed or acquired by the Purchaser pursuant to this purchase order bill most accompany invoice. Additional charges for packing will not be accepted. - 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing paint in various pars of the country, shipment is If the Purchaser directs the Seller to correctnonconforming or defective goods by a date to be agreed upon by the expected farm the rim" distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Sell,, and the Seller thema tier indicates its inability or unwillingness to comply, the Purchaser shipments me made Wm greater distance. may cause the work to be performed by the most expeditious means available to it, and the Sella shall pay all costs associated with such work_ Permits. Sell, shall procure at sellers sole cost all necessary prnnits, cmfficates and licenses required by all applicable laws, regulations, ordinances and roles of the stare. municipality, territory or political subdivision where the work is performed, at required by any other duly constituted public authority having jurisdiction over the work of vacation. Seller further agrees to hold the City of Far Collins harmless item and against all liability and loss incurred by them by reason of an asset or established violation of any such laws, regulations, ordinances, rules and requirements. Authoriration. All parties to this contact agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipmmr to arrive on your promised delivery date as noted. Time is of the essmce. Delivery and performance most be effected within the time stated on the.pmebase order and the document attached hereto. No acts of the Purchasers including, without limimeon, acceptance of partial lam deliveries, shall operate as a waiver of this prevision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplechig this order elsewhere and holding the Sella liable fur damages. However, the Seller shall not be liable fur damages as a result of delays due to causes not reasonably foreseeable which are beyond it reasonable control and without its fault of negligence, such acts of God act ofcivil or military authorities, governmental priorities, fares, strikes, Rood, epidemics, was or riots provided that notice ofthe conditions causing such delay is given to time Purchaser within five (5) days of the time when the Seller fie received knowledge thereof. In the event of arty such delay, the date of delivery shall be extended fur the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. •. The Sella warrant that all goods, amcles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions gmm,--will be fit for the purposes intended, and performed with the highest degree of care and cam acmum in accordance with accepted standards than work of a similar aware. The Sella agrees to hold the purchases harness from any loss, damage or expense which the Purchaser may suffer or Incur on account ofthe Sellers breach ofwarranty. The Sella shall replace, repair at make good, without cost to the purchaser, any defects or fault arising within am (1) year or within such longer period of time as may be prescribed by Lever by the terms of any applicable warranty provided by the Sella after the date of acceptance of the goods furnished hereunder (acceptance net to be unreasonably delayed), resulting from imperfect or defective work time or materials furnished by the Sella. 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 touted by the breach of any ofthe foregoing warranties or guarantees, but such liability shall in no event include loss ofpmfrm 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 terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal turns, 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 any time by written change order, terminate this agrcammr as to my or all portions of the goods then cam 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 fur any claims for anticipated profit on the uncompleted portion of the goods and/or work, fur incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which arc the Sellers standard stock No such termination shall relieve the Purchaser or the Seller ofany oftheir obligations as to any goods delivered herennda. 7. CLAIMS FOR ADJUSTMENT. Any claim fur adjustment must be asserted within thirty (30) days from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrant that ail goods mid 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 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 harmless from all toss and damages coffered by the Purchaser as a result ofthe Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any series due on to become due hereunder without the prior writtm consent ofthe other parry. 10. TITLE. The Sella wemnts full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest eocumbmnces and claims of others. The Seller shall release the Purchaser and is contractors of any tier from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, oRcas and employees of such party. The Seller's contractual obligations, including warranty, shall not be darned to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark or copyright, the Sella shall indemnify and save harmless the Purchaser from any and all 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 of such infringement at any time during the prosecution or after the completion of the work. In case 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 part is enjoined, the Seller shall, at it own expense and at its option, either procure fur the Purchaser the right to continue using said equipment or part, replace the same with substantially equal bur noNnfringing equipment, or modify it se it becomes noninfringing. r 15. INSOLVENCY. If the Sell, shall become insolvent or bankrupt make an assignment fur the benefit of actions, appoint e receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchrem without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation ofthe agreement and the rights of all parties hereurider shall be construed under and governed by the laws of the State of Colomdo. USA. The following Additional Conditions apply only in cases where the Sella is to perform work hemmda, including the services of Sellers Represenative(s), an the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Settees 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 Sellers final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment am famished by others fur installation at erie ion by the Seller, the Sella shall receive, unload, store and handle seine at the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller under the order. 18. INSURANCE. The Sella shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefit, to its employees employed on or in connection with the work coverts by this purchase order, and/or to their dependent in accordance with the laws of the sate in which the work is to be done. The Sella shall also tarty comprehensive general liability including, but not limited to, continental and automobile public liability insurance with tidily injury and death limits of at least S300,000 fur any one person, $500,000 for any one accident and property damage limit per accident of $400,000. The Sella shall likewise require his contactors, ifany, to provide fur such compensation and insurance. Before any ofthe Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall famish 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 when such compensation and insurance expires. The Sella 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 from 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, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by mason of any act, action, neglect. omission or default on the par of the Seli,, any of his contactors, or any of the Sellers or contractors officers, agent or employees. In case any suit or other proceedings shall be brought against the Purchaser, or is officers, agents or employees at any time on account or by means of any no, action, neglect, omission or default of the Sella of any of his contactors or any of its or their officers, agents or employees as aforesaid the Seller hereby agrees to assmne the do&case thereof and to defend the same at the Sellers own expense, to pay any and all cost, charges, attorneys fees and other expenses, any and ail judgment that may be in ur ed by or obtained against the Purchaser or any of is Or their oRficas, agents or employees in such mils or other proceedings, and in case judgment or other lien be placed upon or obtained against the property ofthe Purchaser, or said parties in or as a result of such suits or other proceedings, the Sella will at once muse the same to be dissolved and discharged by giving bond or otherwise. The Sella and his contactors shall take all, safety precautions, famish 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 ales and regulations issued pur own thereto. Revised 032010