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HomeMy WebLinkAbout499235 SPRINKGUARD - PURCHASE ORDER - 9122643City of /,.F6rt Collins Date: 05/04/2012 Vendor: 499235 SPRINKGUARD 16100 BRANCHWOOD LN GRANGER Indiana 46530 PURCHASE ORDER PO Number Page 9122643 1of2 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: 05/04/2012 Buyer: JAMES HUME N ote: Line Description Quantity UOM Unit Price Extended Ordered I Price 1 200 Sprinkguards per quote 5015 Attn: Matt Hunsberger 1 LOT EA Matt - to facilitate pre -payment, email an invoice to: Ispence@fcgov.com 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 Total Invoice Address: 8,002.10 002.10 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt Tom state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 94-6000587 is registered with the Collector of Internal Revenue. Denver, Colorado (Ref. Colorado Revised Starnes 1973. Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failurc to ofec specifications, either when shipped or due to defects of damage in transit, may be retuned to you far credit and are not to be replaced except upon receipt of written instructions from the Cityof Fon Collins. Inspection. GOODS are subject to the City effort Collins inspection on arrival. 11. NONWAIVER. Fnilurc of the Purchaser to insist upon strict performance of the tans and conditions himeef, failure, or delay Io exemisc any rights or remedies provided herein or by lase, failure to pronpty notify the Seller in the went ofa breach, the acceptance ofor payment for goods hereunder or appmvai of the design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of anv right of the purchaser to insist upon strict performance henceper any of its rights or remedies as to any such goods, regardless of when shipped. received or accepted, as to any prior or subsequent default hereunder. not shall any porpnttM oral ..talifieation or reseic inn of this purchase order by the Purchaser operate as a waiver of ony of the tern.. hour. 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 brine 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 Terms. Shipments must be F.O.H., City of Fort Collins, 700 Wood St.. Too Collins, CO 80522. unless acquired under federal or state ontitmSt laws for such overcharges relating to the particular goods or services otherwise specified on this order. If prnnissinn is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. hill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCI LASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where ounufactures have distributing points in carious pans of the country, shipment is If the Purchaser rivets the Seller to correct nonconforming or defective goods by a date to he agreed upon by the expected form the molest distribution point to destination. and excess freight will be deducted fmm Invoice when Purchaser and the Seller.and the Seller thereafter indicates its inability or umcillingress 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 pay all rests assroimed wilh such work. Permits. Seller shall Procure at sellers .sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and miles 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 vendor. Seller father agrees In hold the City of Fort Collins harndrss fmm and against rill liability and loss incurred by them by reason offer asserted or established violation of any Such laws, regulatinns, ordinances. runes and requirements. Antherizutim. All panics to this contract agree that the representatives arc, in fact bona fide and possess boll and complete authority to hind mid 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 hereto or incorporated herein by reference. Any additinnal or different terms and conditions imposed by seller are chiceted to and hereby reicmed. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyon cannot make complete shipment to arrive on your promised delivery date as noted, Time is of the essence. Delivery and performance mast be effected within the lime 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 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 However, the Scllcr shall not be liable for damages as a result of delays due to causes not masnnably ffimsecable which arc beyond its reasonable control and without its fault ofnegligenec. such acts of God. acts ofeivil or militaryauthorities. governmental priorities, rims, strikes, flood, epidemics. wars or riots provided that notice of the conditions cursing such delay is given to the Purchaser within five (5) days of the time whin the Seller 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 lost by reason of the delay. i WARRANTY. The Sellerwarrants that nil grads, articles, materiels and work covered by this order will conform with applicable drawings. specification. samples and/or other descriptions given. will be fit for the purposes intended, and performed with the highest degree of cim and competence in accordance with accepted standards for wark of a similar nature. The Seller agrees to hold the purchaser harmless fmm any loos, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of w'amany. The Seller shall replace. repair or make good. w'ithont cost to the purehasn 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 ems ofany applicable wamnty provided by the Seller after the date of acceptance of the good furnished hereunder (acceptance not to be unreasonably delayed), resulting From in, or defective work done at materials famished by the Seller, Acceptance or use of grssds by the Purchaser shall not constitute a waiver ofany claim under this wamnty. Exceptas otherwise provided in Ibis purchase order, the Scllcrs liability hereunder shall extend to all damages preximatcly caused by the breach of any of the foregoing seam. rims or gutamntees. but such liability shall in no event include loss efpmftts or loss 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 tams by written change order. 5, CHANGES IN COMMERCIAL. TERMS. The Purchaser may make any changes to the tans, other than legal tans, including additions to or deletions fmm the quantities originally ordered in the specifications or drawings, by verbal or carmen change order. If any such chzngr affecs the amount due or the time of performance hereunder, ran equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all purifiers of the goods then not shipped, subject to any equitable adjustment between the panics as In any work or materials two in progrc< provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the grads 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 arc the Sellers standard stock. No such termination shall relieve the Purchaser at the Seller of ony of their obligations as to any goods delivered hereunder. 7. CLAIMS 17OR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days (met the date the change or termination is ordered. 9. COMPLIANCE WITH LAW. The Seller wamns that all gads sold hemunder shall have been produced, sold, delivered and fumished in strict compliance with all applicable laws and regulations to which the goals an subject. The Seller shall execute and deliver such documents as may be required in effect wevidence 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 indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due at to become due hereunder without the prior written consent of the other parry. 10. TITL E. The Seller wamins, 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 of others. The Seller shall rdrnsc the Purchaser and its contractors of any tier from all liability and claims crony nature nsuI l ing front the perfammncv of sucb work. This release still I apply even in the event of fault of negligence of the parry released and still I extend to the limiters. effecs and ceployces nfsueh petty. The Seller's eonlactual 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 Seller is required to use any design, device material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringcmcnt by reason of the use of such patented design, device, n xmi-ial or process in connection with the contract, and shall indemnify the Ptuchasor for rely cost, expense or d rigc which it may be obliged to pay by reason of such infringement at any time during the prosceunirn or iftcr the completion of the work. In ease 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 Purchaser the right to continue using said 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 became insolvent or bankrupt. make an assignment for the benefit of creditors, appoint a receiver or trustee for ony of the Sellers preperry or business this order may forthwith he canceled by the Purchzscr without liability, I6. GOVERNING LAW. The definitions ofterens used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be constmttl under and governed by the laws ofthc State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the.serviccs of Scllcr Rcprcxntatiec(s), on the premises of others. 17. SELLIiRS RESPONSiBirfrY. The Seller shall carry on mid work at Seller'., 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 Seller's final completion .and acceptance, complete the work at gcllc s own expense and to the satisfaction of the Purchaser. When mmcrials and equipment arc famished by others for installation or erection by the Seller. the Seller shall receive, unlnnd, store and handle some nt the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. I N. INSURANCE. The Seller shrif at his own expense, provide for the pay meet of workers compensation. including occupational disease benefits, to its cmployees employed on or in connection with the work covered by this purchase order. and/or to their dependents in mCmdance %aftt the lows of the state in which the work is to he done The Seller shall also carry comprehensive general liability including, but not limited In, contractual end autnmrhile public liability insoenme with bedily Injury and (tenth limits of al Icnp S300,000 for any one person, $500.000 for any one occident and property dotnnge limit per occident of S400,000. The Seller shall likmvisc require his contractors, if rely, to provide for such compensation and insurance. Befem any of the Scllcrs or his contractors cnminyccs .still do ,any work upon the premises of others. the Seller shall furnish the Purchaser with a certificate that such compensation and instnmtce have been provided. Such certificates shall specify the date when ,such compression and insurance hive been provided. Such certificates shill specify the date when such compensalimn and insurance expires. The Scllcr agrees thin such compensation and insurance shall be maintained until after the cntirc work is completed cord accepted. 19.PRO'I'EC'I'ION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby nssurnes the entire resprnsibility and liability far any and all damage, loss er injury of any kind or nature whM,nevcr to person, m property caused by m resulting from the execution fifthly work pmvidcd for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Purchasers officers, agents and employees from and against any and all claims. losses, damages, charges or expenses. whether dime, or indirect, and whether to persons or property to which the Purchaser may be put or mbjeet by reason ofany net, action, neglect, emission or default on the pan of the Seller, any of his contractors, or any of the Scllcrs or contractors officers, agents or employers. In case any suit 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 act, action, neglect omission or default of the Seller of any of his contractors or any of its or their officers. agents or employees is aforesaid. the Seller hacbv agrees to assume the defense thereof and to defend the mine at the Scllcrs own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and ill judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, .agents or employees in such Suits or other pn.acedings, and in case judgment or other lien be placed upon or obtained against the property of the Puehaxcr. or said panics in or as a result ofaeh suits or other proceedings. the Seller will at once course the same In be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all misty, preemtions, furnish and install all guards necessry for the prevention of accidents. comply with all laws and regulations with regard to safely including. but without limitation, fire Occupational Siv ety and Health Act of 1970 and all odes and regulations issued pursuant thereto. Revised 0/2010