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HomeMy WebLinkAbout113132 POWER MOTIVE CORPORATION - PURCHASE ORDER - 9142803 (2)Fort Collins Date: 0512112014 PURCHASE ORDER Vendor: 113132 POWER MOTIVE CORPORATION 5000 VASQUEZ BLVD DENVER CO 80216-3029 PO Number Page 9142803 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: STREETS DEPARTMENT CITY OF FORT COLLINS 625 NINTH STREET FORT COLLINS CO 80524 Delivery Date: 05/19/2014 Buyer: DOUG CLAPP Note: 2014 SS Line Description Quantity UOM Unit Price Extended Ordered Price 2 freight City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 -4 LOT LS 1,100.00 $1,100.00 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 1. COMMERCIALDETAILS. Tax exemptions. By statute the City of Ford Collins is exempt from state and local taxes- Our Exemption Number is 11 NON WAIVER. 98-04502, Federal Excise Tax Exemption Certificate of Registry 846000587 is registered with the Collector of Failure of me Purchaser to insist upon short performance of the terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Smtmes 1973, Chapter 39-26, 114 (a). exercise any fights or remedies provided herein or by law, failure to promptly notify me Seller in the event of a breach, the acceptance ofor payment for goods hereunderor approval ofthe design, shall not release me Seller of Goads Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defets of any of the warranties or obligations of this purchase Omer and shall not be deemed a waiver Of any right of the damage in ficial may be returned to you for credit and are not he be replaced except upon receipt of written purchaser to insist upon strict performance hereof or 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 of any prior or subsequent default hereunder, nor shall any Imported oral modification or rescission of this purchase Omer by the Purchaser operate as a waiver of any of me terms Inspection. GOODS are subject to file City of Fort Collins inspection on arrival. hereof Final Acceptance. Receipt of the merchandise, se r equipment in response to this order canresult in 12. ASS IGNMP.N'P OF ANTITRUST CLAIMS. authorizeservices o ACCEPT CEisit on the pan of reception. Gry of Fad Collins. However, it is to be understood thatFINALSeller and the Pact hom recognize That r. actual m ie practice, overcharges resulting from antitrust ACCEPTACCEPTANCE is dependent span wmplefion ofull applicable requiretl inspection proceduress purchase are in fact Some he eb Purchaser. the Purchaser, good cause and as consideration for exerting this purchase order, the Seller hereby assigns to the s Purchaser over any and all claims it e may now have or hereafter Freight Terms. ied On this most be F.O.B., City in Pon Collins, 100 Wad St., Ford Collins, CO SOR2, unless acquired undo federal or seta antitrust laws t t such overcharges relating to the particular goods or services all inns specified on Nis onde,Ifpermissoe is r ,m,w,11 .I be separately, the original freight Purchased Or acquired by the Purchaser pursuant to this purchase order all must -company invoarz. AJJitiowl charges for peeking will oat be accepted. 13. PURCHASERS PERFORMANCE OF SELLERSOBLIGATIONS.defective Shipment Dist once.Whemmanution poi navedisation, and excss vanuspatts of he durned fromI..i,a ntis Iflheoser Purchaser ,Seller,yers a Sellerthtocorzeernfter indicates Or debilitygoodsbyadam to beagreme upon Porch the expensed from the nearest distribution point to destination unJ excess freight will be deducted from Invoice when Pay caul end the Seller, and the Seller thereafter Indicates its inability m ruble to to comply. the Purchaser snipmentc as made fmm,rentudismnrz may cause the rod to be orfomned by the most expeditious means available to it, and the Seller shall pay all oxn associated rim such and. Pemtcab Seller shall procure at sellers sole rat all necessary permiali certificates and licenses required al all applicable laws, regulations, ordinances and cola of Ne slats montane ant ority a in Political subdivision where one wad is pedbmred, further required by any other duly Fort Coled public authority and g aunt i llion over oar rod in vendor Seller bylss agrees r hold the City li heel Collins harmless s from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, soles and requirsonerity. Authorization. All putties to this contract agree that the representatives are, in fact, bona fide and possess full and complete militarily to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the toms and conditions soled herein set forth and any supplementary or additional our is aad conditions annexed hereto or momporaled herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCI IASI NO AGENT immediately if you cannot broke em,le a slWinent to sure on yam promised delivery date as noted Time is Of the essence. Delivery and performance must be effected within the time stated on the purchase .,it,, and the document auached herein. No acts of the Purchasers including, without limitation, acceptance of psnial late deliveries, shall operate as a waiver of this provision. In the event Of ony delay, the Purchaser shall have, in addition to other legal and egmodal, remedies, the option OfplSria, 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 are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, goveontenNl priorities, fires, makes, Oood, epidemics, wars Or riots provided that notice of the conditions cousin, such delay is given In the Porehow, within five (5) days of the time when the Seller first received knowledge thereof. In me event of any such delay, the date of delivery shall be extended for the period equal to the time neurally last by reason of the delay. 3. WARRANTY. The Seller warrants filet all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given will be fit for the purposes intended and performed with the highest degree of care and competence in accordance with accepted smndams for work of a 'miles nature. The Seller agrees to hold the purchaser harmless from any loss, damage at expense which the Purchaser may suffer or moat on account of file Sellers breach of waranry. The Seller shall replace, repait or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by me terms of any applicable warranty provided by the Seller after me date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or any of goods by me Purchaser shall not constitute a waiver of any claim under this summary. Except as otherwise provided in this purchase ordeq 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 of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. no Purchaser may make changes to legal terms by wnden change order 5. CHANGES IN COMMERCIAL TERMS. The Producer may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by vubal or wncen change code, If any own change Offsets the amount day or the time offsIrm manse hereunder, an equitable adjustment shall be made_ 6. TERMINATIONS. The PumM1aser may at any time by written change order, terminate Nis agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as m 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 oddly 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 are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. ]. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller variants that all goods sold hereunder shall have been produced, sold, delivered and famished in shiot compliance with all applicable laws and regulations m 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 trammeled in agreements of this character are hereby incorporated herein by this refemnce. The Seller agrees to indemnify and hold the Purchaser harmless from all casts 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 or to become due hereunder without the prior written consent ofthe other parry. 10. TITLE. The Seller retrofits full, clear and unrestricted title to the Purchaser for all equipmenr, materials, and if. famished in performance of this agreement, Gee and clear of any and all liens, resrrictimrs, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature reulting fmm be pe miumerace fsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to be directaa, oRcers and employees of such party. The Seller's contractual obligations, including warranty, shall not be devoted to be reduced, in any way, because such walk is performed err caused to be performed by the Purchase. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by leneq patent, trademark or copyright, Ne Sella shall indemnify and save harmless the Purchaser from any and at I claims for infHngement by reason of the use of .all patented design, device, material or process in connection with the contact, and shall indemnity the Purchaser for any cast, expense or damage which it may be obliged to pay by reason of such infringement at any time during me prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended use of the goods, is in such suit held to courting, infringement and the use of said equipment or pad is enjoined, me Seller shall, at its own expense and ar its option, either procure for the Pnmhal the right to continue using said equipment or parts, replace the same with substantially equal but naninfringing equipment, or modify it so it becomes nonlnGnging. 15. INSOLVENCY. If the Seller shall berme insolvent or bankrupt, make an assignment Car 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 Purchaser without liability. Ill. GOVERNING LAW. The definitions of terns used or the interpretation offs a agreement and the rights of all parties hereunder shall he rammed under and governed by the laws of the Stone of Colorado, USA. The following Additional Conditions apply only in where the Seller is to perform work hereunder, including the services of Sellers Representedive(sh on thecases premises ofmourc IT SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers awn risk until me same is fully completed and accepted, and shall, in se 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 nationals and equipment are Famished by others for installation or erection by the Seller, the Seller shun receive, unload, store and handle same at the site and become responsible Therefor as though such materials andor equipment were being famished by the Seller under 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 covered by this purchase under, and/or to their dependents in accordance with the laws of the state in which the work is to be 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 least UOQ000 for any one person, $50 ,000 for any one accident and property damage limit per accident of 540,000_ The Seller shall likewise requim his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall furnish the Purchaser with a certificate that such c mpensalion and insurance have been provided. Such certificates shall specify the data when such compensation and insurance have been provided. Such conificates shall specify the data when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained mail lima the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire rasp romality and liability for any, and all damage, loss Or injury ofuny kind r nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless [Ire Purchaser and any cr all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, harges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reosan of any net, action, neglect, monsoon err default on the pad of the Seller, any of his contractors, or any of the Sellers Or contractors officers, agents Or employees. 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 no, contractors or any of its or their Odtcem, agents or employees as v6resaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, [o pay any and all costs, charges, attorneys Gas and other expenses, any and all 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 proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said panne in or as a result Of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwix. 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 regand to safety including, but without limtnfion, the Ocurazaa ell Safety and Heahh Act of 1970 and all rules and regulatmes issued parsuant therm. Revised 03/2010