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HomeMy WebLinkAbout238924 NORTHERN COLORADO ECONOMIC DEVELOPMENT CORP - PURCHASE ORDER - 9120151PURCHASE ORDER PO Number Page City Of 9120151 1 of z Fort Collins ol f „C This number must appear !I\\,/`' ` 1 '�7 on all invoices, packing slips and labels. Date: 01/09/2012 Vendor: 238924 NORTHERN COLORADO ECONOMIC DEVELOPMENT CORP 3553 CLYDESDALE PKWY SUITE 230 LOVELAND Colorado 80538 Ship To: CITY MANAGER CITY OF FORT COLLINS 300 LAPORTE AVE CITY HALL WEST - 1ST FLOOR FORT COLLINS Colorado 80521 Delivery Date: 01/09/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 2012 Investment Pledge C3. Oi1.:s2� 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 1 LOT LS Total Invoice Address: 10,000.00 $10,000.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Tcrrns and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. 11. NONWAIVER. Tax exemptiotut exemptions. By statute the City effort Collins m escmNumber pt from state And friend tax.. Our Exemption is 99-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Failure ofthe Purchaser to insist upon strict perfomance ofthe terms and conditions hereof, failure m delay to Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39 26, 114 (a). exercise any rights or remedies provided harcin or by law, failure to promptly notify the Seller in the event of n breach, the acceptance ofor payment for goods hereunder or approval ofthe design. shall not release the Sellerof Goods Rejected. GOODS REJECTED due to failure to mat specifications, either when shipped or due to defects of any of the wamntics or obligations of this purchase order and shall not be deemed a waiver crony right of the damage in transit, may be returned to you for credit and arc not to be replaced except Upon receipt of written purchaser to insist upon strict performance hercofor any of ils rights or remedies as to any such goods, regardless instructions fmm the City of Fort Collins. of when shipped, received er.accepted, as to any prior or subsequent default hereunder. nor .shall any purported uml modification or rescission of Ibis purchase order by the Purchaser opemic As a waiver of Any of the terms Inspection. GOODS arc 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 Howevcr, 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 procedures, violations arc in fact borne by the Purchaser, Theretofore, for good cause and as consideration for "eating this purchase ender, the Seiler hereby assigns to the Purchascr any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fort Collins. 70) Wood St., Fort Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges reining to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge topamtcly, the original freight purchased or Acquired by the Purchaser pursanat 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 parts of the country, shipment is If the Purchaser directs the Seiler to correct maconfoming or defective goods by a date to be agreed upon by the expected hem the Rees rest distribution point to destination, and excess freight will be deducted fmm Invoice when Pumbaser and the Seller,and the Seller thereafter indicates its inability or unwillingness to comply, the Purchascr shipments am made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay ill costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits. certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendee. Seller further ogrecs 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, rules and requirements. Authorisation. All parties to this contract agree that the representatives arc, in fact, bona fade end Possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Pu¢hase Order expressly limits acceptance to the terms and conditions stated herein set forth and Any supplemenmry or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different toms and conditions pmpnscd by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive an 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 attached hereto. No acts of the Purchasers including. without limitation, acceptance ofpanial late deliveries, shall operate as a waiver of this prevision. In the event crony 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 ram reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence, such acts of God, acts ofcivil or military authorities, governmental priorities, fires, strikes, Rood, 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 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 last by reason ofthe delay. 3. WARRANTY. The Seiler warrants that all goads, articles, materials and work covered by this order will contem with applicable drawings, specifiwtiens, samples and/or other deseripfrin given, will be fit for the pargeses intended, and performed 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 Ions, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach ofwamnty. The Seller shall replace, repair or make good, without cast to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms of any applicable wamnry provided by the Seller after the date of acceptance of the goads furnished hereunder (amcptancc not to he unreasonably delayed), resulting front imperfect or defective work done or materials famished by the Scllcr. Acceptance or use of goads by the Purchaser shall not constitute A waiver fany claim under this wamnty. Except as otherwise provided in this purchase ender, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamntics or guarantees, but such liability shall in no event include loss ofpmfits or lass 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 Additions to or deletions from the quantities originally ordered in the speci0eation or drawings, by verbal or written 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 parties as to any work or materials then in progress pmvidcd that the Purchaser shall not be liable for any claims fro 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 am the Sellers standard stock. No such mmiiaition shall relieve the Patch., or the Seller ofany of their obligations as to any gads delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Anv claim for adjuttment must be Asserted within thirty (30) days from the date the change or termination is mde eel. 8. COMPLIANCE WITH LAW. The Seller warrants 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 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 are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless train all costs and damages suffered by the Purchascr is a result of the Sellers fnilum 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 the other parry. 10. TITLE. The Scllcr wamnts full, clear and unrestricted title to the Purchaser for all equipment materials, and items famished in pefmmance 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 Purchascr and its contractors of any tier from all liability and claims of any nature resulting fmm the performance afsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the direcmrs. nMccrs and employees of such party. The Sellers contractual obligations, including wamnry, shall not be decreed to be reduced. in any way, because such wort: is pe fomaed or caused to he performed by the Purchascr. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, mdemark 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 paAnucd design, device, material or process in connection wilt the contract, and shall indemnify the Parchia<r 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 Arcr the completion ofthe work. In case said equipment, or any part thcomf 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 ferlhw'ith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitinas oftcros used or the interpretation ofthe agreement and the rights ofall parties hereunder shall be construed under and governed by the laws oftbc 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 Reprcscntmivc(s). on the premises ofothers. 17. SELLERS RESPONSIBILITY, The Sellershall carry on said work at Scllcrs own risk unfit 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 find completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Pu¢hasec When materials and equipment are furnished by others for installation or erection by the Seller. the Seller shall receive, unload. store and handle same nl the site and beenmc responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its emplayccs employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the laws ofthe state in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contract al and automobile public liability insurance with bodily injury and death limits of at least S300,000 for any one pcoun. S500,000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, irony, to provide for such compensation and insurance. Before any ofthe Sellers or his contractors employees shall do any work upon the premises ofmhcrs, the Seiler shall famish the Purchascr with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance hove been provided. Such certificates shall specify the date when such compensation and insurance expires. The Scllcr agrees thatsuch compensation and insurance shall be maintained until aRer the entire work is eomplctcd and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury crony kind or nature whatsoever to persons ur pmpcny caused by or resulting from the execution ofthe work provided for in this purchase order or in connection hacivuh. The Sellerwill indemnify and hold harmless the Purchascr and any or all of the Purchascm effects, agents And employees from and against any and ill 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 ofthe Seller, any of his contractors. or any of the Scllcrs or contractors officers, agents or employees. In ease any suit or other pmcecdings shall be brought against the Purchascr, or its 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 tbcir officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers awn expense, to pay any and all costs, charges, attorneys 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 rir other pmcecdings, and in case judgment or other lien be placed upon or obtained against the property ofthc Purchascr, or said parties in or as a result ofsnch suits or other proceedings. the Scllcr 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, 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 mlcs and regulations issued pursuant thereon. Revised 0312010