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HomeMy WebLinkAbout123807 PROFESSIONAL FINANCE COMPANY INC - PURCHASE ORDER - 9100012PURCHASE ORDER PO Number Page City of///��� 9100012 1 of 2 `t Collins I n �+ This number must appear " J on all invoices, packing slips and labels. Date: 11/30/2011 Vendor: 123807 PROFESSIONAL FINANCE COMPANY INC PO BOX 1686 GREELEY Colorado 80632 Ship To: PARKING SERVICES CITY OF FORT COLLINS 215 N MASON, 1 ST FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 01/04/2010 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 4 Collection Services 1 LOT EA 7,000.00 Addendum to PO 9m-...� Q. OYIa:-fl-Q zF- 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 Invoice Address: $7 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Term and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt facto state and local taxes. Our Exemption Number is 11. NONWAIVER. 99-01502. Federal Excise Tax Exemption Certificate of Registry 94.6000597 is registered with the Collector of Podnre ofthe Purchaser to insist upon strict performance of the terns and conditions hereof. failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). cscrcisc any right, or rcmedics provided herein or by law, failure to promptly notify the Scllcr in the event of a breach, the acceptance ofor payment for good hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications. either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not he decimal a waiver of any right of the damage in transit, may be returned to van for credit and am not to be replaced except upon receipt of written purchaser to insist upon strict peformanec hercofor any of its rights or rcmedics as to any such good. 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 oral modification or rewimion of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. 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 Seiler and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures violations are 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 may now have or hereafter Freight Terms. Shipments most be F.O.B., City of For Collins. 700 Wood St., Fort Collins, CO R0522, unless acquired under federal or state antitrust laws for .such overcharges relating to the particular good or services otherwise specified on this order. If pemtission 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 Trucking will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procure at scllcts sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory m political subdivision 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 Fort Collins harmless from and against all liability and loss ineuried by them by ream of an asiorm or established violation of any such laws, regulations ordinances, toles and requirements. Authorization. All panics to this contract agree that the representatives arc, in fact. bona fide and possess full and complete authority to bind mid panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the toms and conditions stated herein set forth and any supplementary or additional term., and conditions annexed hacto or incorpaated herein by reference. Any additional or different terms and conditions proposed by seller arc objected to aad hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your premised delivery date as noted. Time is of the essence. Delivery and perfnmance 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 ofpartial late deliveries, shall operate as a waiver of this prevision. In the event ofany delay, the Purchascr shall have, in addition to other legal and equitable mmcdics, the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seiler shall not be liable for damages as 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 of civil or military authorities, governmental priorities, fires, strikes. Brad, epidemics, was; or riots provided 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 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 %arrnts that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifieatiom,, mmples and/or other descriptions given, will be fit for the purposes intended. and performed with the highest degree of cam and competence in accordance with accepted standard far work of a similar nature. The Seller agrees to hold the purchaser harmless from any less, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace. repair or make good without cat to the purchaser, any defects err faults arising within one (1) year a, within such longer period of time as may be prescribed by law or by the terms ofany applicable warranty presided by the Seller after the date of acceptance of the grad furnished hereunder acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of grad, by the Purchaser shall not constitute a waiver ofany claim under this wamnty. Except as otherwise provided in this purchase order, the Sellers liability hereunder, shall extend m all damages proximately caused by the breach ofany ofthe foregoing wamatics or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Pumh oor may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the toms, other than legal moms, including additions to or deletions from the quantities originally ordered in the specification or drawings, by verbal or written change order. If any such chance affects the amount due or the time ofperformance hereunder. an equitable adjustment shall be made. 6. TERMINATIONS. The Purchawr may at any time by written change order, marinate this agreement as to any or all portions of the good then not shipped, subject to any equitable adjustment l nwcen 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 portion ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment he made in favor of the Seller with respect to any goods which arc the Sellers standard stock. No such termination shall relieve the Purchascr or the Seller of any oftheir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days Timm the date the change or termination is otdcrcd. R. COMPLIANCE WITH LAW. The Seller warrants that all good 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 be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify, and hold the Purchase 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 due hereunder without the prior written consent of ahc other party. HL TITLE. The Seller warrants full, clear and to rcstricted title to the Purchascr for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions. rewnations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Purchascr directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and The Seiler thercafier indicrtes its inability or unwillingness to comply, the Purchaser may cause the work to be pulamed by the most expeditious means available to it, and the Seller shall pay all costs nsseented with such work. The Seller shall release the Purchawr and its contractors of any tier from all liability and claims of any nature resulting from the perfammuce of mch work. This release shall apply wen in the event of fault of negligence of the parry released and shall extend to the directors, affects and cmpinyccs afineh parry. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be perfninad 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 Seller 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 aficr the completion ofthe 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 own expense and at its option, either porcine for the Purchaser the right to continue using said equipment or parts, 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'., trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The defndtions of terms used or the interpretation ofthe agreement and The rights ofall parties hereunder shall be consumed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cams where the Seller is to perform work hereunder. including the services of Scllcrs Represcntative(s), on the pmmiws ofothcrs. 17, SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in cam of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Scllcrs own expense and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or criterion by the Seiler. the Seller shall receive, unload. store and handle some at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. IR. 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, aadlor to their dependents in accordance with the laws of the state in which the work is to he done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at (cast S300.ram0 for any one peon, S500.000 for any one accident and property damage limit per accident of S400.000. The Scllcr shall likmvisc require his contractors. if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises ofothcrs. the Seller shall famish the Purchaser with a certificate that inch 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 insumncc expires. The Scllcr agrees that such compcnmtion aad insurance shall he maintained until after ahc entire work is completed and accepted. 19, PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the claim responsibility and liability for any and all damage, Inss or injury ofany 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 Purchasers officers, 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 may be pill or subject by mason of any act. action, neglect, omission or default on the pan of the Scllcr, any of his eontraeagrs, or any of the Sellers or contractors officers, agents or employees In case any suit or other proceedings shall be brought against the Purchascr, or its officers, agents or employees as any time on account or by reason of any act, action, neglect. omission or defauIT of the Seller of any of his contractors or any of its or 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, attomcys 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 other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, of mid panics in or as a result of such suits or other proceedings. the Seller will at once cause the acme to be dissolved and discharged by giving bond or otherwise. The Set let and his contractors shall take all safety precautions, furnish and install all guard 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 rates and regulations issued pursuant themm. Revised 03/2010