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HomeMy WebLinkAbout471898 YAMAHA MOTOR CORPORATION - PURCHASE ORDER - 9120021PURCHASE ORDER PO Number Page City Of///��� 9120021 1 of s Collins This number must appear C6rt C` ,�—,J`-' ` on all invoices, packing slips and labels. Date: 01/05/2012 Vendor: 471898 Ship To: SOUTHRIDGE GOLF COURSE YAMAHA MOTOR CORPORATION CITY OF FORT COLLINS 6555 KATELLA AVE 5750 S LEMAY AVE CYPRESS California 90630-5101 FORT COLLINS Colorado 80525 Delivery Date: 01/05/2012 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price Equip Schedule #95950 1 LOT LS 62,544.00 2012 lease payments Total $62,544.00 Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 Purchase Order TcOns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fan Collins is exempt from state and local taxes. Our Exemption Number is 98-0f502. Federal Excise Tax Exemption Ccnificate of Registry 84-6000587 is registered .with the Collector of Internal Revenue, Denver, Colorado (Rcf. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit. may be returned to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Fnion of the Purchaser m insist upon strict pefomanec of the terms and conditions hereof. failure Or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify event the Seiler in the eveof o breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not mIcave the Scllcr of any ofthe wamnties or obligations of this purchase order and shall not be desired a waiver crony right ofthe purchaser to insist upon strict performance hereofor any of its rights or rcmcdies us m aqy such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default Immunder, nor shall any purported oral madifientiun or rescission of this purchase order by the Purchaser operate as a waiver ofany 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, oycrchnrges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations are in fact borne by the Purchaser. Theretofore. for grid 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 Tcrms. Shipments must be F.O.B., City of Fan Collins. 700 Wood St.. Fort Collins, CO 90522, unlcc acquired tinder federal Or state antitrust Imes for such overcharges relating to the particular goods Or services 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 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 If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected form the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply. the Purchaser shipments are made from greater distance, may cause the work to be perforated 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 cost all necessary permits, certificates and licenses required by all applicable law,. regndmians, ordinances and odes of the state, municipality, territory Or political subdo kion where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work Of vendor. Seiler 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 Imes. regulations, ordinances, m1e; and mquircomaim Authorization. All panics to this contract agree that the representatives are. in fact, bona fide and possess full 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 terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and herchy a jcemd. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents annchcd hereto. No acts of the Purchawrs including, without limitation, acceptance ofpanial late deliveries, shall operate as a waiver of this provision. In the event ofrinv delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option artificial, 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 am beyond its reasonable control and without its fault ofncgligence, such act; of Grid. acts Meivil or military authorities, governmental priorities, fires, strikes, Bad, epidemics, wars 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 Seller 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 ofthe delay. 3. WARRANTY. The Seller morons that all Funds, asides, materials and work covered by this order will conform with applicable drawing;, specifications, samples 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 I similar nature. The Seiler agrees to hold the purchaser harmless from any lass, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller 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 he prescribed by law or by the terms array applicable warrants, provided by the Scllcr aRer the date of acceptance ofthe goods furnished hereunder (acceptance not to be unreasonably delayed), resulting front inmperfcm or defective work done or materials famished by the Seller. Acceptance or use of gads by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise pnoided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach array of the foregoing warm miss ar 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 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 terms, including addilions to or deletions from the quantities originally ordered in the specifications me drawings, by verbal or written change order. If any such change affects the amount due or the time ofperfommancc hereunder, an equitable adjustment shall be made. R. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the grads then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in pmgmss pmvidcd that the purchaser shall not be liable for any claims for anticipated prolits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjusment he made in favor of the Seller with respect to any goods which arc the Sellers standard stock. No such termination shall relieve the Puehascr ar the Seller affinity of their obligations as to any gads delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller wamnty that all goods 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 rcquircd to he 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 Purchaser .as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, many monies due or to become due hereunder without the prior written consent of the other parry. 10. TITLE. The Seller wamnt; full, clear and unrestricted title to the Purchaser for all equipment, materials. and items famished in performance of this agreement, free and clear of any and all liens, restrictions, resets ations, security interest encumbrances and claims admirers. The Scllcr shall release the Purchase and its contractors army tier from aft liability and claims of any nature resulting from the perfnmtance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and slall extend to the directors, off ecrs and employees of such party. The Seller's contractual obligations, including warranty, shall not be dccmcd 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 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 mason ofsuch infringement at any time during the prosecution or after 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 Seiler shall. at its own expense and at its option, either procure 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 naninfringing. 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 may forthwith he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ficrms used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under rind governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Scllcrs Rcprescmahvc(s). an the premises ofothcrs. 17. SELLERS RESPONSIBILITY. The Seller shrill carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in ease of any accident destruction or injury to the work and/or materials before Seller's final completion and .acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials .and cquipmcnt are furnished by others for installation or erection by the Seller, the Seller shall receive, onlaxd, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seiler tinder the order. 19. INSURANCE. The Seller shall, at his own expense. provide for the paymentof workers compensation, including occupational disease hcnchts, to its employees employed on or in connection with the work covered by this purehave order, and/or to their dependents in accordance with the Imes of the state in which the work is to be dons. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limn Ofar Icast S300.000 far any one person. S500,000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his nntractoa, 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 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 pmvidcd. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained tmtil after the entire work is completed and uccepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility aad liability far any and all damage. loss or injury ofnny kind or nature whatsoc,,cr to persons or pmpOny 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 form 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 reason of any act action, neglect, omission or default on the pan of the Scllcr, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In ease 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, nclion, neglect omission or default 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. attorneys fees and other expenses, any and all judgments that may be incund by or obtained against the Pnreh.ascr Or any of its or their rRceN. .agents Or employees in such suits or other proceedings. and in case judgment or other lien be placed upon or obtained against the pmpcny of the Purchaser, or said parties in or as a result ofsuch suits or Other proceedings. the Seller will nl once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall like 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 Safctyand Hcalth Act of 1970 and all rules and regulations issued pursuant thctcto. Revised 03/2010