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HomeMy WebLinkAbout492242 COLORADO WATER INNOVATION CLUSTER - PURCHASE ORDER - 9120184Fort Collins Date: 01/10/2012 PURCHASE ORDER PO Number Page 9120184 1of2 This number must appear on all invoices, packing slips and labels. Vendor: 492242 Ship To: CITY MANAGER COLORADO WATER INNOVATION CLUSTER CITY OF FORT COLLINS 320 E VINE DR SUITE 101 300 LAPORTE AVE FORT COLLINS Colorado 80524 CITY HALL WEST - 1ST FLOOR FORT COLLINS Colorado 80521 Delivery Date: 01/10/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2012 Board Member Dues 1 LOT LS 10,000.00 2 2012 Board Member Dues 1 LOT LS 10,000.00 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill 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 $20,000.00 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 statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is I L NONWAIVER. 98-04502. Federal Exeie Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the tans and conditions hereof failure 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 pronmptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either whim shipped of due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit may be returned to you far credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hercofor any of its 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 oral modification or rescission of this purchase order by the Purchuscr 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 m this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to he understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore, for good cause and as considemtion for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hcnai Freight Terms. Shipments must be F.O.B., City of Fort Collins. 700 Wood St., Fort Collins. CO 90522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If pomission is given to prepay freight and charge separately, the original freight purchased or acquired by the Pumhascr pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manuficmrcrs have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted fmm Invoice when shipments arc made from greater distance. Permits. Seller shall feature at sellers sole cast all necessary permits, certificates and licenses required by all applicable lases, regulations, ordinances and rates of the state, municipality, territory or political subdivision where the work is pnfommed, or required by any nthcr duly constituted public authority having jurisdiction over the work of vendor, Seller further agrees to hold the City of Fort Collins hamlcss from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rates 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 said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the Icons and conditions stated herein set forth and any supplementary or additional more and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed 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 premised delivery date as noted. Time is ofthe essence. Delivery and pcfnmance 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 ofpanixl late 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 ofplacing this order elsewhere and holding the Scllcr 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 of negligence. such acts Mend, acts ofci,il or military authorities, governmental priorities, fires, strikes. Rood, epidemics, wars or not; 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 warrants that all goods, articles, materials and work covered by this order will confirm with applicable drawings, specifications, samples and/or. other descriptions given, will be ❑t 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 from any loss, 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 cast to the purchaser, any defects at faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terns of any applicable warranty pmvidcd 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 at materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise pmvidcd 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 of profits or loss of usc. 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 additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change court. If any such change affects the amount due or the time ofperformance 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 of the goods 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 are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any oftheir obligations as to any goods delivered hereunder. 7_ CLAIMS FOR ADJUSTMENT. Any claim for adjusmment must be asserted within thirty (30) days fmm the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants 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 required to be incorporated in agreements of this character am hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless boom all costs and damages suffered by the Purchaser as a result ofthe Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign. transfer, or convey this ostler, or any monies due or to become duc hereunder without the prior written consent ofthe other party. 10. TITLE. The Seller wan tax full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement, five and clear of any and all liens, restrictions, reservations, security interest encumbrances cad claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the seller, and the Seller thercaficr indicates its inability of unwillingness to comply, the Purchaser 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. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the pnfommance ofsuch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, Officers and employees ofsuch party. 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 perforated by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or pmcess covered by letter, patent, trademark or copyright, the Seller shall indcnmify and save harmless the Purchaser front anm v and all claims for in 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 after the completion o(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 pan is enjoined, the Seller 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 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 may forthwith be canceled by the Parchascr without liability. 16. GOVERNING LAW. The definitions oftems used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be construed under and governed by the Imes ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of5eliers Representatiens), on the promises ofothers. 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 case of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction ofthe 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 therefor as though such materials and/or equipment were being furnished by the Scllcr under the order- 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers conmpcnaation, including occupational disease benefits. to its employees employed on or in connection with the work covered by this purchase order, and/or to their dependcros in accordance with the laws of the state in which the work is to be done. The Scllcr 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 least 5300.000 for any one person. S500,000 for am' one accident and property damage limit per accident of S400,000. 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 wok 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 provided. Such certificates shall specify the date when such compensation and insurance expires. The Scllcr 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 hncby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or pmperry caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchascrsmd any or all of the Purchasers officers, agents and cmployccs Firm and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons ar property to which the Purchaser may be put or suhjeet by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors offects, agents 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 reason of any act, action, 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, artomeys 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 Purchuscr, or said parties in or as a result of such suits or other proceedings, the Seller will at once cause the same to be dissoWed and discharged by giving bond or otherwise. The Seller and his contractors shall take 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 Safety and Health Act of 1970 and all mles and regulations issued pursuant thereto. Revised 03/2010