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HomeMy WebLinkAbout413561 NATIONAL LEAGUE OF CITIES - PURCHASE ORDER - 9120150PURCHASE ORDER PO Number Page City Of9120150 ' of z ' `t Collinshis number must appear 1 '�7 on all invoices, packing slips and labels. Date: 01/09/2012 Vendor: 413561 Ship To: CITY MANAGER NATIONAL LEAGUE OF CITIES CITY OF FORT COLLINS MEMBERSHIP LOCKBOX 4047 300 LAPORTE AVE PO BOX 17425 CITY HALL WEST - 1ST FLOOR BALTIMORE Maryland 21298-8220 FORT COLLINS Colorado 80521 Delivery Date: 01/09/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2012 Membership Dues 1 LOT LS 8,743.00 Total $8,743.00 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 Il, 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 Ordcr Teens and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By stanue the City of Fos Collins is exempt from state and local taxes. Our Exemption Number is I L NONWAIVER. 9S-04502. Federal Excise Tax Exemption Certificate of Registry 94-6000597 is registered with the Callahan of Failure of the Purchaser to insist upon strict performance of the terms 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 fanatics provided herein or by law, failure to pnnmptly notify the Seller in the cam of a breach. the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to mat specifications, either what shipped or 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 mounted to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hercofor any of its rights or remedies as to anv such goods, regardless instructions from the City of Fen Collins. of when shipped, received or accepted. as to any prior or subsequent default hereunder. nor shall any purposed oral modification or rescission of this purchase order by the Pumhmscr operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Pon Collins inspection on arrival, hereof. Final Acceptance. Receipt of the merchandise. services or equipment in respanse to 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 be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting front antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procalmrs. 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 Fart Collins, 700 Woad St.. Fort Collins, CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular gmds or services otherwise specified an this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchascr pursuant to this purchase order. bill must 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 Ifthe Purchaser directs the Seller to correct noncnnfomring or defective goods by a date to be agreed upon by the expected fmm the nearest distribution point to destination, and excess freight will be deducted fmm Invoice when Purchaser and the Seller. and the Seller thavARem indicates its inability or unwillingness to comply. the Purchaser shipments arc 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. Pcmim Sella shall procure at sellers sale cast all necessary permits, certificates and licenses required by all applicable Iaxs, regulations, ordinances and rules of the state. municipality, territory or political subdivision where the wort: 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 Inns incurred by them by reason of an assured or established violation of any such laws, regulations, ordinances, rules 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 terms and conditions stated herein sal forth and any supplementary or additional terns and conditions annexed hereto or incorporated harm 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 premised delivery date as noted. Time is of the essence. Delivery and pufomancc must be effected within the time stated on the purchase order and the documents a0ached hereto. No acts of the Purchasers including, without limitation, acceptance ofpasial late deliveries, shall operate As a waiver of this provision. In the event ofany 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 Seller shall not be liable for damages as a result of delays due to causes not reasonably fomc cable which arc beyond its reasonable control and without its fault ofncgligcncc. such acts of God, acts ofeivil or military authorities governmental priorities, fires, strikes, flood. epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchascr within five (5) days of the time when the Seller fir# received knowledge thereof. In the event of any such delay, the date of delivery shall he extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants that all goods, anides, 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 pedomed with the highest degree of cam 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 Scllcrs breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (O year or within such longer period of time as may be pmscribcd by law or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Set let. Acceptance or use of goods by the Pumhasser 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 caused by the breach of any of the foregoing wamnties or guarantees, but such liabil iry 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 lams by wTincn 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 s,csific.amas or dramiags, by verbal our wrinen chance rode, If any such change affects the Amount due orthe time afperforn ance hereunder, an equitable adjustment shall be made. 6. TFRMINATIONS. 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 pmgrcss provided that the Purchascr shall not be liable for any claims for anticipated profits on the uncompleted portion ofthe goods and/or mark, for incidental or consequential damages, and that no such adjustment be made in favor.(the Scllu 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 asserred within thirty (30) days fmm the date the change or lamination is ordered. S. COMPLIANCE WITH LAW. The Seller wants 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 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 he incorporated in agreements of this character arc hereby incorporated herein by this reference The Seller agrees to indemnify and hold the Purchaser harmless From all costs and damages suffered by the Pumhascr as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, nr any monies due or to become due hereunder without the prior w'rincn consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchascr for all equipment. materials, and items famished in Performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest cncumbmnecs and claims of others. The Seller shall release the Purchascr and its contractors of any tier form all liability and claims of any nature resulting from the performance of such work. This rcicase shall apply even in the event of fault of negligence of the pan released and shall extend to the directors, officers and employees ofsuch party. The Sella's contractual obligations, including onto my. shall not be deemed to he rMucal, in any way, because such work is performed or caused to be performed by the Purchascr. 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 hamdcss the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material of 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 proseartion 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 Seller shall, at its own 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 mniafdnging. 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 Purchascr without liability. 16. GOVERNING LAW. The deflutions oftcmis used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be constred under and governed by the Imvs ofthc State of Caleardo, USA. The following Additional Conditions apply only in cases where the Sella is 10 perform Work haamader, including the services of Scllcrs Representative(s), on the prcmiscs of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellars men 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 Settees final completion and Acceptance, complete the work at Sellers own expense and m the satisfaction of the 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 famished by the Seller under the ardor. IS. INSURANCE. The Scllcr shall, at his own expense, provide for the payment of workers compensation, including occupational disease bencfim to its employees employed on or in connection with the work covered by Ibis 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 carry eomptchcnsive general liability including, but not limited to, contractual and automobile public liability in .with bodily injury and death limits of At least S300.00n for any one person. SSm.wo for any. one accident and property damage limit per accident of 5400,000. The Seller shall limwisc require his contractors, if any, to provide for such compensmion and insurance. Before any of the Sellers or his contractors employees shall do any work upon the prcmiscs of.,hers, the Scllcr shall famish the Purchaser with A of ificzte that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation end insurance have been provided Such anifieates,shall specify the date when such compensation and insurance expires The Seller agrees that such compensation and insuranm shall be maintained until a0er the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire r<sponsihiliry and liability for any and all damage, loss or injury of Any kind or nature whatsocsa to persons or pmperty caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Sella will indemnify and hold hamlet the Pumhaxer and any or all of the Purchasers officers. agents and employees from and against any and all claims, losses, damages. charges or expenses. whether direct or indirca, 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 Seller. Any of his contractors. or any of the Scllcrs or contractors officers, agents or employms. 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, neglect, omission or defaull of the Seller of any of his contractors or any of its or their officers, agents or employees as afmcm id, the Set let 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 incurmd by or obtained against the Purchaser or any of its or their officers, agents or employees in such suits or other pmecahngs, and in ease judgment or other hen be placed upon or obtained against the property of the Purchascr, or said 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 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 rcgnlations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursumnt thereto. Revised 03/2010