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HomeMy WebLinkAbout273449 PONDER COMPANY INC - PURCHASE ORDER - 9120686 (3)Fort Collins Date: 04/0912012 Vendor: 273449 PONDER COMPANY INC 1545 W TUFTS AVE UNIT B ENGLEWOOD Colorado 80110 PURCHASE ORDER PO Number Page 9120686 1ef2 This number must appear on all invoices, packing slips and labels. Ship To: OPERATIONS SERVICES CITY OF FORT COLLINS 300 Laporte Avenue Building B FORT COLLINS Colorado 80521 Delivery Date: 02/01/2012 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 3 change order 2 NACC 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 EA Total Invoice Address: 1,775.00 $1,775.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Terras and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By smmte the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or dclnv to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or by law. failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder ar approval ofthe design, shall not release the Scllcr of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or duc to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of anv right of the damage in hermit, may be rearmed to you for credit and are not to be replaced except upon receipt of w'rinen purchaser to insist upon strict performance hereofor any of its rights or rcmedics as to any such goads regu dle.<c 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 all modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS am subject to the City ofFort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNM ENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However, it is to be uuderstaod that FINAL Seller and the Purchaser recagaizc 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 executing this purchase onler, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereuner Freight Terms. Shipments must be F.O.B.. City of Fort Collins. 700 Wood St. Fort Collins, CO 80522, unless acquired tinder 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 Putehawr pursuant to this purchase order. bill most 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, shipmem 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 deduced front Invoice when Purchaser and the Seller, and the Seller themaner indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costa associated with such work. Permits. Shccr shall procure at sellers sole cost all necessary permits, cenificatcs and licenses required by all applicable laws, regulations, ordinances and roles of the state, municipality, territory or political subdivision where the work is pMorated. or required by any other duly comtitumd public authority having jurisdiction over the work of vendor. Seller lumber agrees to hold the City of Fort Collins hamiless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances. roles and requirements, Authonzation. All panics to this contract agree that the repmsentatives arc, in fact, bona tide 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 supplemcnmry or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different it. and conditions proposed by seller arc objected found hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to ante on your promised delivery date as noted. Time is of the cucnce. 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 operate as a waiver of this provision. In the event ofnny delav, 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. However, the Seller shall not be liable for damages as a result of delay's due try taus" not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence, such acts ofGod. acts ofcivil or military authorities, governmental priorities, lines, strikes, flood, 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 rest 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 lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/err other descriptions given, will be fit for the parpases intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Scllcr agrees to hold the purchaser harmless from any loss, damage or expense which the Purchase may suffer or incur on account of the Sellers breach of oananty. The Scllcr shall replace, repair ar make good, without cost to the purchaser. any defects or faults arising within one (1) year or within such longer period of time as maybe prescribed bylaw or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the gads fumishcd hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials fumishcd by the Scllcr. Acceptance or use of goods by the Parchascr shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in Ih is purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss nfprofits or loss oftow. 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. S. CHANGES IN COMMERCIAL TER AS. The Purchaser may make any changes to the tans. other than legal tells, including additions to or deletions form the quantities originally ordered in the spcei6eations or drawings, by verbal or wrinen change order. If any such change affects the amount due or the time ofperfommance hereunder, an equitable adjustment shall he made. 6. TERYIINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the gross 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 portion of the goals and/or work. for incidental or consequential damages, and that no such adjustment be made in favor of tic Seller with respect to any gads which arc the Sellers standard stock. No such termination shall relieve the Pumhascr or the Seller of any of thcirobligations as to any goods dcliycred hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be aswricd within thirty (30) days from the date the thing, or termination is ordered. S. 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 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 be incorporated in agreements of this character arc hereby incorporated herein by this reference The Seller agrees to indcmnifv and held the Purchaser hamtless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such last. 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 warrants 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, reservations, security interest encumbrances and claims nfathers. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting fmm 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 directors, omcers and employees ofsuch pony. 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 Purchaser. 14, PATENTS. Whenever the Scllcr is required to uscany design, device, material or pmcess covered by letter, patent, to demmk or copyright, the Scllcr shall indemnify and save harmless the Purchaser fmm anyand all claims for infringement by reason of the use of such patented design, device, material or process in connection with the conract. and shall indcmnifv the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infhngcment at any time during the Prosecution or after the completion of the work. In ease said equipment, or any pan thereof or the intended use effort gonds. 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 became insolvent or bankrupt. make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers propcav or business, this order may forthwith be canceled by the Purchaser without liabiliy. 16. GOVERNING LAW. The definitions oftemms used or the interpretation ofthc agreement and the rights of all panics hereunder shall be construed under and governed by the Imes of the Struts of Colamde. USA. The following Additional Conditions apply only in cases where the Seller is to perfomn work hereunder. including the services of Sellers Represcntative(s). on the premises ofothcts. 17. SELLERS RESPONSIBILITY. The Seller shall cam on said work at Scllcrs own risk until the same is fully completed and accepted. and shall. in case of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Seller's men expense and to the satisfaction of the Purchaser. When materials and equipment arc famished by others for installation or erection by the Seller, the Seller shall receive, unload, stare nod handle same at the sic and became responsible thcrefim as though such materials and/or equipment were being famished by the Seller tinder the order. IS. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation. including occupational disease benefits, to its employees employed on or in connection with the work cm'crcd by this purchase order. anchor to their dependents in accordance with the laws of the state in which the work is to he 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 (cast S100,000 for any one person. $500.000 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 Stich compensation and insurance. Before any of the Sellers or his contractors employees shall do any work tipnn the premises of others, the Seller shall famish the Purchaser 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 certificates shall speciy the date when .such compensation and insurance expires. The Scllcr 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 Scllcr hereby assamcs the entire responsibility and liability for any and all damage, loss or injury ofnny kind err nature whatsoever to persona or property caused by or resulting from the execution nfthe work provided for in this purchase ndcr err is connection herewith. The Seller will indemnify nod hold humiless 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, whether direct or indirect and whether to persons or proPerry to which the Purchaser anv 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 officers, agents or employees. In ease any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees many time on account or by reason of any act. action, neglect, emission or default of the Seller of any of his comments or any of its or their officers, agents ar employees as aforesaid. the Seller hereby agrees to assume the defense thereof and to defend the come at the Sellers own expense, to pay any and all casts, charges, attorneys fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchase or any of its or their ofcers. agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property ofthe Parchascr, or said panics in or as a result ofsuch 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, 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 mles and regulations issued pursuant thereto. Revised 03/2010