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HomeMy WebLinkAbout455512 BICYCLE COOPERATIVE OF FORT COLLINS INC - PURCHASE ORDER - 9121133PURCHASE ORDER PO Number Page City Of9121133 1 of z ' `t Collins This number must appear on all invoices, packing slips and labels. Date: 02/24/2012 Vendor: 455512 Ship To: TRANSPORTATION PLANNING & BICYCLE COOPERATIVE OF FORT COLLINS INC 281 NORTH COLLEGE 331 N COLLEGE AV FORT COLLLINS Colorado 80524 FORT COLLINS Colorado 80524 Delivery Date: 02/23/2012 Buyer: ED BONNETTE N ote: Line Description Quantity UOM Unit Price Extended Ordered Price Work for 2011/2012 1 LOT LS 28,800.00 SR2S COOT Grant Total $28,800.00 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 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. COMMERCIALDETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fmm state and local taxes. Our Exempt inn Number is 99-0,1502. Federal Excise Tax Exemption Cenificme of Registry R4-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. 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 von for credit and am not to be replaced except upon receipt of written insmtetimu, fmm the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection no arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict Performance of the terms and conditions hereof. failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breech. the acceptance ofor payment for goods hereunder or approval ofthe design. shall not release the Seller of any of the ream, mies or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereofor any of its rights or remedies as to anv such grads, regardless 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 operate as a waiver of any 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 he understood that FINAL Seiler and the Purchaser recognize that in actual cconnmic practice, overcharges resulting fmm ratitmst 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 executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Turns. Shipments must be F.O.B., City of Tom Collins, 700 Wood St., Fort Collins, CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified oa this order. If permission is given to prepay freight and ehzrge sepnmtely, fl c original freight purchased or required by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not he accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is lithe Purchaser directs the Seller to correct nonconforming or defective goods by a date In be agreed upon be the expected fmm the nearest distribution point to destination. and excess freight will he deducted fmm Invoice when Parchascr and the Sclletn and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made fmm greater distance. may cause the work to he performed 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 ncecs,vey pewits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, montane To political selxlivision whore 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 Cite of Fort Collins harmless front and against all liability and loss incurred by them by reason of an assured or established violation of any such laws, regulations, ordinances, rules and rNairemcnt . Authorization. All panics to this contract agree that the representatives am. in fact. bona fide and passes full and complete authority to bind slid panics. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated herein sot forth and any .supplementary or additional terms and conditions annexed he cto 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 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 of partial late deliveries, shall operate as a waiver of this prevision. In ,he event of any delay. the Purchaser shill have, in addition to other legal and equitable rcmcdics, 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 foreseeable which am beyond its reasonable control and uithoul its fault of negligence, such acts of Grod. acts ofcivil or military authorities, govemmcnml priorities, fires. strike,. Rood, 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 Brst received knowledge thereof. In the event of any such delay. the date of dclivcm shall be extended for the period equal to the time actually lost by reason of the delay. 3.WARRANTY. The Seller wamnts 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 fit for the purposes intended, and performed with the highest degree of cam and competence in accordance with accepted standards for work of a similar nahne. The Seller agrees to hold the purchaser harmless form any loss, damage or expense which the Parchascr may suffer or incur on account of the Sellers breach ofwarranty. The Seiler shall replace, repair or make good, without cast to the purchaser, any defects or faults arising within one (1) yew Or within such longer period of time as may be prescribed by law or by the tows ofany applicable wawnty provided by the Seller Thu the date of acceptance of the good furnished hereunder (acceptance not to be unreasonably delayed), resulting front imperfect or defective work done or materials fumishcd by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of anv claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages praximatcly caused by the breach of tiny of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits or loss of use. NO I PLI RD WARRANTY OR M ERCI IANTA BI LITY OR OF FITNESS FOR PURPOSE SI IALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purcha cr may make changes to legal terms by wrincn change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal tows, including additions to or deletions favor the quantities originally ordered in the specifications or draw in,,. by ycrbal car erratum change order. If any such change affects the amount due or the time ofperfowance hereunder. an equitable adjustment shall be made. fi. TERM [NATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the good then net shipped, subject to any equitable adjustment bctwun 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 ndjustmcat be made in favor of the Seller with respect to any fonds which arc the Scllcrs standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any good dclixered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most he asserted within thirty (30) days from the date the change or Iemuination is ordered. R. 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 lows and reg<dations to which the good are subject. The Seiler 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 hamiless From all costs and damages suffered by the Parchascr as a result ofthe Scllcrs 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 wrincn consent of the other party. 10. TITLE. The Seller wamnts full. elearaad unrestricted title to the Purchaser far all equipment, materials, and items furnished in perfomiance of this agreement, free and clear of any and all liens, restrictions. reservations, security interest encumbrances and claims of mhcr,. The Seller shall release the Purchaser and its contractors of any tier fmm all liability and claims of any nature resulting fmm the performance of such work. This release shall apply even in the even, of fault of negligence of the party released and shall extend to ,he directors, oRecrs and employees ofsuch party. The Seller', contractual obligations, including warmnty, shall not be deemed to be reduced, in any way, because such work is perfomud or caused In be Performed by the Purchaser. 14. PATENTS. Whenever ,he Seller is required to use any design, device, material or process covered by letter. patent, trademark Or copyright, the Scllcr shall indemnify and save hamiless the Purchaser from any and all claims for infringement he reason of the rise of such patented design, device, material or process in Commelion with the contract, and shall indemnify the Purchaser for any cos,, expense or damage which it may be obliged to pay by reason of such infringement al 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 fire use of ,aid equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure far the Purchaser the right to continue using said equipment or parts, replace the same with subsmntinlly equal but noninfringing equipmen, or mrodify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become inschcnt or hankmpt, make an assignment for the benefit of ererlimrs, appoint a receiver or trustee for any of the Sellers property or business, this order may fnnhw ith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions nftcoms used or the interpretation ofthe agreement and the rights ofall panics hcrcunder shall be eonsnucd under and governed by the laws ofthe State of Colomdo, USA. The following Additional Conditions apply only in eases where the Seller is to perfamn work hereunder. including the scrviecs of Scllers Repo enn,ive(s), on the premises ofothcrs. 17. SELLERS RESPONSIBILITY. The Seller shall carry, ran said work at Scllcrs own risk until the same is fully completed and aeecpred, mad shall, in case of any accident, desinterion or injury to the work and/or materials before Scllcrs final completion and acceptance, complete the mark at Scllcrs own expense and to the satisfaction ofthe Parchascr. When materials and equipment arc famished by others for installation or erection by the Seller, the Seller shall receive, unlnmd, store and handle ,.am at the sit. red because responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 19. INSURANCE. The Seller shall, at his own expense, provide for the payment of wnrkcrs compensation, including occupational disease bcncfi,s, 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 ,rate in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but not limited to. contractual and automobile public liability insurance .with bodily injury and death limits of at [cast 5300.000 for any one person. S500,050 for any 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 work upon the premises ofathers, the Seller shall Finnish the Purchaser with a certificate that such compensation and insurance hive been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the done when such compensation and insurance expires. The Seller 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 hereby assumes the claim responsibilityand liability for any and all damage. loss or injury ofany kind or natum whatsoever to persons car property caused by or resulting from the execution ofthe work pmvided for in this pumhase antruor in connection herewith. The Scllcr will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages. charges or expenses, whdhcr direct or indirect, and whether to persons or pmpcny to which the Purchaser may be put or subject by reason of any red, notion, neglect, omission or default on the pan of,hc Scllcr, any of hi, contractors, or any of the Sellers or contractors officers, agents or employees. In ease any sui, or other proceedings shall be brought against the Purchaser, or its of iccrs, 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 defence ,hereof and to defend the minicar the Scllcrs 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 may of its or ,heir officers, agents or employees in such suits or other proceedings, and in case judgment or other an he placed upon or obtained against the property of the Purchaser, or said panics in or as a result ofsuch suits or other proceedings. the Seller will at once cruise 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 regulations with regard to safety including. but without limintion, the Occupational Safetyand Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03/2010