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HomeMy WebLinkAbout499249 110% LLC - PURCHASE ORDER - 9121467PURCHASE ORDER PO Number Page City Of9121467 1 of z Flirt CollinsCThis number must appear //_',�'`�—J`-' ` ` on all invoices, packing slips and labels. Date: 03/12/2012 Vendor: 499249 Ship To: FORT COLLINS SENIOR CENTER 110% LLC CITY OF FORT COLLINS PO BOX 21541 1200 RAINTREE DRIVE BOULDER Colorado 80308 FORT COLLINS Colorado 80526 Delivery Date: 03/12/2012 Buyer: JOHN STEPHEN Note: Line Description Quantity Ordered UOM Unit Price Extended Price FCSC business plan 1 LOT LS 15,000.00 PER AGREEMENT DATED 3-12-12 Total $15,000.00 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tomas and Conditions Page 2 of 2 1. COMMERCIAL DETAILS, Tax exemptions. I3y statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 99-64502. Federal Excise Tax Exemption Certificate of Registry 84-5000557 is registered with the Collector or Internal Revenue. Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specification, either when shipped or due to defects of damage in transit, may be remained to you for credit and arc not to be replaced except upon receipt of written instructions floor, the City of Fort Collins. Inspection. GOODS am suhicct to the City of Fort Collins inspection carnival. 11. NONWAIVF.R. Failure of the Pnrchascr to insist upon strict performance of the terms and conditions hereof. failure or delay to exercise any rights Or remedies provided herein or by lawv, failure to promptly notify the Seller in the wend of a breach, the aeecptancc ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of any of the wamntics or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance h,rcofor any of its rights or remedies as m any such goods, regardless of when shipped, received or accepted. as to any prior or subsequent default herender. nor shall any purported oral modific tin. or rescission of this purchase order by the Purchaser apcmte as a waiver of any of the terms hereof. Final Acceptance. Receipt of the merchandise, screucs or equipment in response to this order can result in 12. ASSIGNMENT OF ANT [TRUST 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 are in fact horne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Scllcr hereby assigns to the Purchaser any and all claims it only nosy have or hereafter Freight Terms. Shipments most be F.O.B., City of Tot Collins, 700 Wood St.. Fan 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 permission is given to prepay freight and charge separately, the original freight purchased Or acquired by the Purchaser pursuant In this purchase order. bill must accompany invoice Additional chrrges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manuficmrcrs have distributing point, in wmiou, pans of the country, shipment is Ifthe 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 he deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates it inability or unwillingness to comply, the Purchaser shipments are made fmm greater distance. may cause the work to be performed by the most expeditious means available to it and the Scllcr shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary pcmits, certificates and licenses required by all applicable laws, rcgirations, ordinances and mlcs afire state, municipality, territory or political subdivision minim the work is pet ora d, or required by any other duly constituted public malarmy having jurisdiction over the work of vendor. Seller father agrees to hold the City of Fort Collins hamlcss fmm and against all liability and loss incurred by them by reason of an asserted or established violation of any ,such laws, regulations. ordinances, mles and requirements. Authorization. All panics to this concoct agree that the repmscna+dives are. in fact, bona Bde and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Parchasc Order cs,rec ly 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 or di filcout toms and conditions proposed by seller are objected m 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 perfarmunce must he effected within f is time stated on the purchase order and the documents attached fiction. No acts of the Purchasers including, without limitation, acceptance ofpanial late deliveries. shall operate as a waiver of this pmsision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable moss its. the option off lacing this order elsewhere and holding the Seller liable for damages. Hmstcer, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault ofnegligence, such acts of Ool. acts ofcivil or military authorities, goyemmcaal priorities, fires, strikes, flood, epidemics, wars or rims Provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Scllcr first 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 wamnts that all gads, articles, materials and work covered by this order we ill conform with applicable drawings, specifications, samples and/or other descriptions given, will be In for the purposes intended. and Performed with the highest degree of car, and competence in accordance with accepted standards for work of a similar nature The Seller agrees to hold the purchaser hamlet fmm any loss, damage or expense which the Purchaser may sutra or incur o. eeco mt of the Sellers breach of wamnty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (I) year or within such longer period of time as may he prescribed by law or by the terms of any applicable warranty presided by the Seller after the late of acceptance ofthe goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect or defective mork done or materials famished by the Seller. Acceptance or use of gash by the Purchaser shall not constitute a waiver ofany chant under this wamnty. Except as othem'ise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately groused by the breach of any of the foregoing wamntics or guamntecs, but such liability shall in no event include loss of profit or loss infuse. NO IMPLIED WARRANT OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal temu by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the forms, other than legal terms including additions to or deletions from the quantities originally ordered in the specifications or dmmings, by verbal or written clmnge order. If any such change afficcts the mnourr duc or the time ofperformance hereunder, an equitable adjustment shall be made. b.TERMNATIONS. 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 expiable adiu totem between the panics as to any work or materials then in pmgress provided that the Patch asc. shall not be liable for any claims for anticipated profits on the uncompleted Portion ofthe goals ,rile, work, for incidental or ennscqucntial damages. and that no such adjustment be made in favor ofthe Seller with respect to any good which are the Sellers standard stock. No such termination shall relieve the Purchaser., the Scllcr.f.ay of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must he naerted .within thirty (30) days fmm the date the change or temimtion is ortlered. R. COMPLIANCE WITH LAW, The Seller wamnts that all goods sold hereunder shall base 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 ass may be required to effect or evidence compliance. All laws a nd regulations required In be incorporated in agreements of this character are hereby incorporated heein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless form all costs and damages suffered by the Purchaser as a result ofthe Sellers failure to comply mith such law. 9. ASSIGNMENT. Neither party shall assign, transfer. or convey this order. or any monies due or to become due hereunder without the print written consent ofthe other party. 10. TITLE. The Seller alma fall, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in perfamancc of this agreement free and clear of any and till liens, restrictions, rescr,minas security interest encumbrances and claims of edwr,. The Seller shall release the Purchaser, and its coutraclom of any tier from all liability and claims of any nature resulting from the perf nnum cc of such work. This release shall .apply even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees ofmch party. The Seller's contractual obligations, including aamary, shall not he directed to be reduced, in any wvas. heoaose such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark or copyright, the Seller shnll indemnify and save harmless the Purchaser from any and nil claims for infringement by reason of the use of such patented design, des ice. material or process in cnnneetinn with the contract, rain 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 of the work. In case said equipment or any pan therc.f 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 mid equipment or pans, 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 hankmpL make an assignment for the benefit of eredoom. appoint a receiver or trustee for any of the Sellers prop" or business, this Order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions officious used attic interpretation ofthc agreement and the rights ofall panics hereunder shill be constmed under and governed by the laws addle Sate of C.l.mdo. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the scn'ices of Sellers Repre..marvels). on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on .said work at Seller's own risk until the same is fully completed and ncce red, and shall. in case of any accident destruction or injury to the murk and/or materials before Seller's final completion nail acceptance. complete the work at Sellers own expense and to the satisfaction ofthe Purchaser, When materials and equipment arc fumishcd by others for installation or erection by the Scllcr, the Seller shall receive, nalomd, 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 order. 18. INSURANCE. The Seller shall. at his own expense, provide for the payment of wvnrkcm compensation. 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 law:, rifling state in which the work is to he done The Seller shall also cony comprehensive general liability including, but not limited to, frianscuml fall automobile public liability insuance with bodily injury and death limiss of rat $cast S300.000 for any one person, S500,0o0 for wry one accident and property dnnage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, no provide for such compensation and insurance. Before any critic Sellers or his contractors employees shall do any .work upon the pre rises of nthers, the Seller shall famish the Purchaur 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 ecnifiente¢ 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 accepted. 19. PROTECTION AGAINST ACCIDENTS AND DA MAGES. The Seller hereby assumes the entire responsibility and liability for any, and all damage. loss Or injury of any kind or nature whatsoever to persons Or property caused by or resulting from the execution of the work provided fro in this purchase order or in connection bermvin. The Seller will indemnify and hold harmless the Purchaser and any r all of the Purchasers olficcn, agents and employees from and against any and all claims, losses. damages. charges or expenses. whether direct or indirect, and ahether 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 Sellers ar contractors officers, agents or cnrplayecs. In case any snit 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 acl. 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 apices to assume the defense thereof and to defend the same it the Sellers nvn expense. In pay any and all costs, charges. a0mmqu fees and other expense, any and all judgments thal may he incurred by or obtained against the Purchaser or any of its or their officers. .gents or employees in such suits or other proceedings. and in case judgment or other lien he placed upon or obtained against the property of the Purchaser, or said parties in or as a result of such suits or other proceedings, the Scllcr will at once cause the same to be dissolved and diah aged 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 lams and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970,ad .11 rlce and regulations issued pursuant thereto. Revised 03/2010