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HomeMy WebLinkAbout503978 INNOVATIONEWS LLC - PURCHASE ORDER - 9123664City of For_t Collins Date: 06/25/2012 Vendor: 503978 INNOVATIONEWS LLC 2503 GREEN MOUNTAIN DR PO BOX 62 LIVERMORE Colorado 80536 PURCHASE ORDER PO Number Page 9123664 t of 2 This number must appear on all invoices, packing slips and labels. Ship To: CITY MANAGER CITY OF FORT COLLINS 300 LAPORTE AVE CITY HALL WEST - 1ST FLOOR FORT COLLINS Colorado 80521 Delivery Date: 06/25/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price Sponsorship -Thomas Eidson City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, 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 . it 11 l 1 1 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Tcrms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions, By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-0,1502. Federal Excise Tax Exemption Certificate of Registry 946000597 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 Statute, 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 ncecptance ofor payment for goods hereunder of approval ofthe design, shall not rcicnsc the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, citha when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be doomed a waiver of any right of the damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hercefor 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 herentakr, nor shall any purported and moth f cation or rescission of this purchase order by the Purchaser operate as a waiter 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 resporte to this order can result in 12. ASS IG N M ENT OF A NTITR LIST CLA I M S. 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 neural economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion Trill applicable required inspection procedures. violations am 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 Terms Shipments must be F.O.B.. City of Fen Collins, 700 Wood St.. Fort Collins, CO 80522. unless acquired trader federal or state amitmst 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 to this purchase order. bill must accompany ironies. Additional charges fer packing will not be accepted. Shipment Distance. Where manufachtsrs have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination. and excess freight will be deducted from Invoice when shipments are made form greater distance. Permits. Seller shall procure at sellers sole cost all accessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality. territory or political suhn ivision where the work is performed, at required by any other duly constituted public authority having jurisdiction ever the work of vendor. Seiler further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, onlinanees, miss and requirements. Authorimnon. All parties to this contract agree that the representatives arc, in fact, bona tide and possess full and complete authority to bind ,mid parties. LIMITATION OF TERMS. This Purchase Order expo sty limits acceptance to the terms and conditions stated herein set fnnh and any supplementary or additional forms and conditions annexed hereto or incorporated herein by reference. Any additional or different tars and conditions pmposed by seller ire objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to Tome on your premised delivery date as noted. Time is ofthe essence. Delivery and verfnmannec must be effected within the time stated no the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial Irate deliveries shall operate as a waiver of this prevision. In the event army delay, the Purchaser shall have in addition to other legal and equitable remedies, the option ofpL sing this order elsewhere and holding the Seller liable for damages. However, the Seiler 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 of negligence. such acts of God, acts ofcivil 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 fire (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the Period equal 1D the time actually loll by reason critic delay. 3. WARRANTY. The Seller wamnts that all good,, articles materials and work covered by this order will conform with applicable dmwings, specifications samples and/or other descriptions given, will he fit for the purposes intended, and performed with the highest degree of cam and competence in accordance with accepted smndards for work of a similar nature. The Seller agrees to hold the purchaser haraless from any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of wamnty. The Seller shall rcplacc, repair or make good, without cast to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by Inv orby the terms ofany applicable iamnty provided by the Seller after the date of acceptance of the good furnished hereunder (acceptance not to be unreasumbly delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of grads by the Purchascr shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers I iahility hereunder shall extend to all damages Par., mutely caused by the breach of any of the foregoing wimntics or guarantees, but such liability shall in no event include loss of profits of loss of use. NO IM PhI ED WARRANTY OR MERCHANTABILITY OR OF FITN PSS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchascr may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS, The Purchaser may make any changes to the terms other than legal terms, including additions to or deletions from the qn iatitie, originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time ofperfomtance hereunder, an equitable adjustment shall be rude. 6. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all ponions of the goods then not shipped subject to any equitable edjustment between the panics as to any work or material, then in progress provided that the Purchaser shall not be liable for any claims fm anticipated proms on the uncompleted portion of he goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor ofthe Seller with respect to any goods which arc the Sellers standard stack. No such termination shall relieve he Purchascr or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seiler warrants that all good sold hereunder shall have 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 is 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 Scllcr agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result ofthe Sellers 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 Seiler warm as full, clear cad unrestricted title m the Purchaser for all equipment, materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defeetive goods by a date to be agreed upon by the Purchascr and the Seller, and the SclIt, Ihcrcnfter indicates its inability or unwill ingress to comply, the Purchaser may cause the work to be perforated by the most expeditions means available to it, and the Seller shall pay all cysts nssociatcd with such work. The Seller .shall release the Purchaser and its contractors of tiny net from all liability and claims of any nature resulting from the pa commce ofsnch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, effects and employees of such party. The Sellers contractual obligations. including mammy. shall not he deemed to be reduced, in any way, because such work is perforated 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 leave. patent, nedcrimk 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 pmented design, device, material at peaces, in connection with the concoct, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason crouch infringement at 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 goads, is in such snit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its mum expense and at its option. either procure for the Purchaser the right to continue using said equipment or parts, replace the same with Ri elantially equal but noninfringing equipment, or modify it so it becomes noninfringing. I5. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchascr without Iiabilitv. 16. GOVERNING LAW. The definitions of terms used or the interpretation ofthe agreement and the rights of all panics hereunder shall be con, reed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply nnly in cases where the Seller is to perform work hereunder. including the services of Sellers Repmscnttivc(s), on the premises ofothcts. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry on said work at Seller's 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 Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are firmished by others for installation or erection by the Seller, the Seller shill receive, unlond. store and handle same at the site and become responsible IMrcfnr as though such materials and/or equipment were being furnished by the Seller under the order. IR INSURANCE. The Seiler shill. at his own expense, provide for the payment of workers compction ina, including occupational disease benefits. to its employees employed on or in connection with the work covcted by his purchase order. and/or to their dependents in accordance with the Imes of he state in which the werk is to be done. The Seiler shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with basi ly injury and death limit of rat least S30O.INln for any one peram. 5500,000 for any one accident and properly, 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 of the Sellers or his contractors employees xhn11 do any work upon the pmntiscs of others. the Seller shall furnish the Purchaser with a venificate that such compensation and insurance have been presided Stich certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date whensuch compensation and insurance expires The Seiler agrees that such compensation and insurance shall be maintained until arlcr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage. loss or injury ofany kind or "him 'Traverser to person. or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees form and against any and all claims, losses, damages, charges or expenses, whether direct or indirect. and whether to persons or property In which the Purchaser may be put or subject by reason of any net, 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 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 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 incmmd by or obtained against the Purchaser or any of its or their officers, .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 Purchascr, or said panics in or as a result of such suit or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Scllcr and his contractors shall take all safety precautions, furnish and install all guard necessary for the prevention of accident,. comply with all law, and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all Tales and regulations issued pursuant thereto. Revised 03/2010