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HomeMy WebLinkAbout415640 ICMA - PURCHASE ORDER - 9117079City of PURCHASE ORDER �,.F�or_t Collins Date: 11/29/2011 Vendor: 415640 ICMA ATTN: NIKIAH WADE 777 NORTH CAPITOL ST NE, STE,500 WASHINGT District of Columbia 20002-4201 PO Number Page 9117079 1of2 This 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: 11/29/2011 Buyer: JAMES O'NEILL Note: / Line Description Quantity/ UOM Unit Price Extended Ordered Price Center for Performance Mgmnt 1 LOT LS 5,550.00 r a 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 $5,550.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order TertnS and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By starts, the City of Fort Collins is exempt fmm state and meal taxes. Our Exemption Number is I L NONWAIVER. 98-04502. Federal Excise Tax Exemption Cenitieate of Registry 94-000587 is registered with the Collector of Tritium of the Purchaser in insist npnn strict performance ofthe terms and conditions hereof, fnilum or delay to Internal Revenue, Denver, Colorado (Ref, Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). 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 of the design, shall not relents, the Seller of Goods Rejected. GOODS REJECTED due to failure to meet speci6wtions, either when shipped or due to defects of any of the w'arrerics or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be rermed to you for credit and arc not to be replaced except upon mccipt of written purchaser to insist upon strict performance baceforany elfin, rights or remedies as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported nml modification or rescission of this purchase order by the Purchaser operate as a waiver of ary ofthe tarts Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hermf. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in d2. 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 proccdums. violations are in fact bore by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby nsvigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B.. City of Fort Collins, 7M Wood St., Fort Collins, CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified as this order. If permission is given to prepay freight and charge separately, the original freight parehaecd or acquired by the Purchaser pursuant to this purchase orden bill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is Ifihe Purchaser directs the Seller in correct nonconforming or defective goods by a date to be agreed upon by the expected Tom the To rest distribution point to destination, and excess freight will be deducled from Invoice when Purchaser and the Scllcr, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made fmm 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 sole ead all necessary permits, certificates and Recasts required by all applicable laws, regulations, ordinances and roles ofthe state. municipality, territory or political subdivision where the work is perforated, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further 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, talcs and requirements. Authorization. All panics to this contract agree that the representatives arc, in fact, bona fide and possess fall and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional mate and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions pmposcd 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 ofthc essence. Delivery and performance most be cffccted within the time stated on the purchase order and the documents allached hereto. No acts of the Purchasers including, without limitaion, acceptance of partial late deliveries, shall operate as a seat... ofthis provision. In the event of any delay, 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 Scllcr shall not be liable for damages ere a result of delays due to causes not reasonably foreseeable which am beyond its reasonable control and without its fault of negligence, such acts of Gad, acts ofeivil or military authorities, governmental priorities, fires, strikes, flood, epidemics. wmrs or riots provided that notice of the conditions coming such delay is given to the Purchaser within foe (5) days ofthe time when the Seiler first received knowledge thereof. 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 of the 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 be fit for the purposes intended, and perforated 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 from any loss, damage or expense which the purchaser may suffer or incur on account of the Sellers breach of warranty. The Seiler shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by Iry or by the terns of any applicable warmnry provided by the Seller after the date of acceptance ofthe goods famished hereunder(acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use adenoids by the Purchascr shall not constitute a waiver ofany claim under this wmna ay. Except as otherwise provided in this purchase order. the Sellers liability hereunder shall extend to all damages proximately cmmed by the breach ofany of the foregoing wanenties or guamntces, but such liability shall in no event include loss of pofits or loss anew. 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. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or dmwings, by verbal or wainen 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 agreement as to any or all portions of the 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 andlor work, for incidental or consequential damages, and that no such adjustment he made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchascr 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 from the data the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller warms 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 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 are hereby incorporated herein by this reference The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchascr 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 monies due or to become disc hereunder without the prior written consent ofthe other party. 10. TITLE. The Sellerwwroms full, clear and unrestricted title to the Purchaser forall equipment. materials, and items furnished 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 release the Purchaser and its contractors of any tier from all liability and claims of any 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 ofsuch party. The Seller's contractual obligations, including wnrmty. shall not be deemed 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 cowered by letter, patent, trademark or copyright, the Seiler 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 ofsuch infringement at any time during the prosecution or aRer the completion of the work. In case said equipment, or any pan 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 owe 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 noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors. appoint a receiver or trustee for any of the Sellers, property or business. this order ntry forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The dcfinitinns of terms used or the interpretation ofthe agreement and the rights ofall 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 Shccrs Representative(sk on the premises ofothcm, 17. SELLERS RESPONSIBILITY. The Seller shall carry na said work at Sellcr's own risk until the.same is fully completed and accepted, and shall, in case of any accident, destractiot or injury to the work and/or materials be(ote Shccrs Final completion and acceptance, complete the work at Seller's own expense and to the satisfaction ofthe Purchaser, When materials and equipment are famished 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 by the Seller underthe order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers 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 laws of the state in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but not limited to. contractual and automobile public liability insurance with bodily miury and death limits of at leas S300.000 for any one person, S500,000 For any one accident and property damage limit per accident of 5400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any ofthe Sellers or his contractors employees shall do any work upon the premises of ethers, 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 compcnamion and insurance have been provided Such certificates shall specify the date when such eompcosmio s and insurance expires. The Scllcr agrees that such compensation and insurance shall be muintnined until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hereby axumcs the entire responsibility and liability far any and all damage, loss or injury ofany kind or nature whatsoever to persons or prnperry caused by or resulting front 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 Purchasers ofccm. agents and employees fmm 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 Two, be put or subject by reason of any net, action, neglect, omission or default on the pan of the Seller, any of his contractors, or aqv of the Sellers or contractors affeces, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act, action, register, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as oforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Shccrs own expense, to pay any and all costs, charges, attorneys fca 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 other proceedings, and in case judgment or other lien be placed upon or obtained against the property ofthc Purchaser. cursaid panics in or as a result of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Scicr and his contractors 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 odes mad regulations issued pursuant thereto. Revised 0312010