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HomeMy WebLinkAbout123731 POUDRE VALLEY HEALTH SYSTEM FOUNDATION - PURCHASE ORDER - 9120668r PURCHASE ORDER PO Number Page City 01 9120668 , of 2 `t Collins oll I n C This number must appear ` J on all invoices, packing slips and labels. Date: 02/01/2012 Vendor: 123731 Ship To: TRANSPORTATION PLANNING & POUDRE VALLEY HEALTH SYSTEM FOUNDATION 281 NORTH COLLEGE ATTN: RUTH LYTLE-BARNABY, DIRECTOR FORT COLLLINS Colorado 80524 2315 E HARMONY RD SUITE 200 FORT COLLINS Colorado 80528 Delivery Date: 01/31/2012 Buyer: ED BONNETTE Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Work for 2011/2012 CDOT SR2S Grant City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 22,900.00 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terns and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is I I. NONWAIVER. 99-0,1502. Federal Excise Tax Exemption Certificate of Registry d4-60170597 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the Icons and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39 26. 114 m). exercise any rights or rcmedics provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not relcmc the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the wam, ntics 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 for credit and an not to be replaced except upon receipt of written Purchaser to insist upon strict peromancc hererfor 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 Purchaser upemte 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 However, 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 bore by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser anv and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fort Collins. 701) Wood Sr. Fort Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the ry+rticular goods or services otherwise specified on this order. If permission is given to prepay freight and charge sepnmtely, the original freight purchased or acquired by the Purchaser 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 manufacmrcrs have distributing points in various pars 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 from 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 performed by the most expeditious means available to it, and the Seller shall pov all ..,is associated with such work. Permits. Sean 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 m'cr the work of verdict. Seller farther agrees to hold the City of Poo Collins harmless farm and against all liability and loss incurred by them by reason of an asserted or established violation of any such lass, regulations, and i nanecs rules and requirements. Aulhoriz'uion. 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 set forth and any supplementary or additional terms and conditions annexed herein or incorporated herein by reference. Any additional nr 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 promised delivery date as noted. Time is ofthc 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 ofpartial late deliveries, shall opcmte as a waiver ofthis provision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. Htooe cr, the Seller shall not he liable for damages as a result of delays due to cruxes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, food, 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 del ivcry shall he extended for the perind equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, torches, materials and work coverts by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will he fit for the purposes intended, and performed with the highest degree of care and compdcace 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 wamnty. The Seller shall replace, repair or make good, vithoot cost 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 ofany applicable warranty provided 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 or materials furnished by the Seiler. Acceptance or use of goods by the Purchascr shall not constitute a waiver ofany claim under this aananry. Except as othcrx'ise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach runny of the foregoing wamntics or guarantees, but such liability shall in no event include loss ofpmfits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALT. APPLY. 4. CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal term, including additions to or detections farm the quantities originally ordered in the specifications 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 he made. 6. TERMINATIONS. The Purchaser may at any time by w'rincn 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 punier of the goods and/or work, for incidental or conscqucnlial damages, and that no such adjustment be made in favor of the Scllcr with respect to any goods which are the Scllers standard stock. No such termination shall rdieve the Purchaser or the Seiler ofany of their obligations as to any gorch delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for arljustnrcat must be asserted within thirty (30) days farm the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warmnLc 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 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 he incorporated in agreements of this character are hereby incorporated herein by this reference. The Seiler agrees to indemnify and hold the Purchaser harmlcm from all costs and damages suffered by the Purchaser as a result of the Scllcts 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 the other party. 10. TITLE. The Seller warms full, clear and unrestricted title to the Purchaser for all equipment materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, mscmations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directions. officers and employees of such 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 performed by the Pu¢hoser. 14. PATENTS, Whenever the Seller is required to use any design, device, material or process covered by letter, patent, tradcntmk 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 rcamn o'such infringement at any time during the Prosecution or after the completion of 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 Purchascr the right to continue using said equipment or pans, replace the same with substantially equal but nnninfringing equipment or modify it so it becomes ro ninfringing. 15. INSOLVENCY. If the Seller shall become insolvent Or bankrupt make an assignment for the benefit of creditors, appoint a rcccivcr or trustee for any of the Sellers propcoy or business this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights ofall panics hereunder shall be constrood underand governed by the laws of the State of Colorado. USA. The fnllewing Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Scllers Representative(s), on the premises ofmhcrs. 17. SELLERS RESPONSIBILITY. The Seiler shall carry on said work at Sellers own risk until the same is fully completed and acccptcd, and shall, in case of any accident, destruction Or injury to the work and/or materials before Sclict'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 more at the site and become responsible therefor as though such materials and/nr equipment were being furnished by the Seller under the order. 19, INSURANCE. The Seller shall, at his own expense, provide for the payment of workers crmpcnsation, including occupational disease benefits. to its employees employed on or in connection with the work covered by this purchase order. and/or to their dependents in accordance with the Imes of the state in which the work is to be 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 least S300.000 for any one person. S50gf0P for any one accident and pmperty damage limit per accident of S400.000, The Seiler shall likewise require his centimeters. if any, to provide far such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises dachas, the Scllcr shall famish the Purchaser with a cer ificate 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 he maintained until after the entire work is completed and acccptcd. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr httchy assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or preper y caused by or resulting from the execution of the work pmvidcd for in this purchase order or in connect inn herewith. The Scllcr will indenmi fy and hold harmless the Purchnser and any or all of the Purchasers officers, agents and employees from and against any and all claims losses, damages, charges or expenses, whcihcr direct or indirect, and whether to persons or progeny 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 uffcers, agents or employees. In ease any suit or other proceedings shall be brought against the Pumhaseq 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 ofany of his contractors or any of its or their Officers, agents or employees as aforesaid. the Seiler 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 incurred by or obtained against the Purchaser or anv of its or their officers, agents or employees in such suits Or other proceedings, and in case judgment or other lien be place upon or obtained against the pmperty of the Purchaser. or mid panics in Or as a result of such suits or other proceedings, the Seller will at once cause the sane to be dissolved and discharged by giving bond or olhem ise. The Sel let 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 end all mles and regulations issued pursuant thercle. Revised 03/2010