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HomeMy WebLinkAbout460671 RMI2 PROPERTIES LLC - PURCHASE ORDER - 9142868PURCHASE ORDER PO Number Page City of PURCHASE 9142868tta'ogf2 Flirt ( olli„s This number muar!_VI ` V' 1�7 on all invoices, p �slips and labels. i Date: 05/21/2014 Vendor: 460671 RMI2 PROPERTIES LLC 320 E VINE DR SUITE 101 FORT COLLINS CO 80524 Ship To: CITY MANAGER CITY OF FORT OLLINS 300LAPORT AVE CITY HALL EST - 1ST FLOOR FORT CO LINS CO 80521 Delivery Date: 05/20/2014 zBuyer: PAUL, GERRY Note: Line Description O antity UOM Unit Price Extended rdered Price 2014 Innovation After Hours 1 LOT LS 10,000.00 Sponsor 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 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. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Part Collins is exempt ham stale and local taxes, Our Exemption Number is 11. NON WAIVER. 98 04502, Federal Excise Tax Exemption Certificate of Registry 84 6000587 is registered with the Collector of Failure ofthe Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay 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 breech the a eeptance of., payment for goods hereunder or approval ofthe design, shall not release the Seller of Gaols Rejected. GOODS RD ECTED due to fail.. To meet specifications, either when shipped or due to defers of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any Tight of the damage in transi4 may be moaned to you for eedil and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hereof or any of its rights or remedies w to any such goads, regardless instructions from the City of Fort Collins. of when shipped, aceivd or devalued, as to vmy poor or subsequent default hereunder, nor shall any proporld oral mod, fission or rescission of this purchase order by the P... Frank, operate as a waiver of any of the mrms Impeetian. GOODS are subject to the City Then. Cellire inspection oa arm.. hereof, Final Acceptance. Receipt of the merchandise, services or equipment in response be this order canresult in 12, ASSIGNM ENT OF ANTITRUST CLAIMS. maintained ExTurnt.on the part of the City of FonCollins. Himesi it is to be understood that FINAL Seller and the Purchaser recognize That in actual economic xvialim, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable equird inspection procedure, violations are in fact home by the Purchaser. T uretcherefogood cause and as consideration for executing this puahoe dole, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Temhs. Shipments must be F.O.B., City of Fort Celfns, 900 Wood S,, Pon Collins, CO 80522, unless whervnse specified on this order. If gm wcion is Siren to prepay freight and charge separamly, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have chairmaning points in vandow pane of the country, shipment is expected from the neared distribution poimr to destitution, and excess freight will be deducted from Invoice when shipment are made from greater distance. acquired under federal or stale entlrmst laws for such overcharges Telehng to the patlieular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser Threats the Seller to correct nonconforming or defective goods by a dale to be agreed upon by the Purchaser and the Seller, and the Seller thernfir, indicates its inability or unwillingness to comply, the Purchaser may cause the work as be performed by the most expdaim., means available ro it, and the Seller shall pay all craw admaimed wish ..cn work. Permhs. Seger shall proaum at sellers able cost .11 necessary permils, numerics add ];across required by all applicable laws regulations, ordinances and rules offb stole, municipmi 1, 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 further agrees to bold the City of Fort Collins harness farm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, reg.htim e, columnists, toles .ad cormorants. Amhanzotion. All parties In this contract agree that the representatives me, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF THRMS, This Purchase Order espmssly limits acceptance to the tams and conditions .stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference Any additional or different terms and conditions proposed by seller are objected to and hereby rejected, 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to voile on your promised delivery dale as noted. Time is of the essence. Delivery and performance most be effected within the time stated on the purchase order and the document attached hereto. No acts of the Pmcbcers including, without Ii interim, acceptance of usual late deliveries, shill operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedie, the option ofplacfng this order elsewhere and Lolling the Seller liable for damages. However, the Seller shall not be liable for damages as a resat 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, govemmenal prunties, fires, strikes, throw, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the fare when the Seller fast received knowledge thereof, In the event of any such delay, the date of delivery shall od extended far the period equal to the time actually lost by reason of the delay. 3.WARRANTY. The Seller warrants that all goods, ankles, 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 die highest degree of care and competence in accordance with accepted standards for work of a 'miler nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Puchaser may suffer or incur on account of the Sellers breach of waranty. The Seller shall replace, repair or make good withou, cos ro the purchase, any defect or fault arising within one (U year or within such longer period of time as may be prescribed by law or by the rem¢ of my applicable warranty provided by the Seller otter the date of acceptance of the gmwJs fumishd hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or mmeda[s fumishd by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except c otherwise provided in this purchase order, the Solids liability hereunder shall extend to all damages pmximamly caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include lass of profits or lass 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 tam¢ by wrimor change order. 5. CHANGES IN COMMERCIAL. TERMS. The Purdwser, may make any changes to the terms, other Or- legal moms, including additions m or deletions from rise gra taro , originally ordered in the specifications of The.mm, by verbal or written change aide, If tray sndr change affect the amount due or the time of performance hereunder, an equitable adjustment shall be made 6. TERMINATIONS. The Purchaser may at any time by written change order, mmunate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties 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 goods and/or work, for incidental or consequential damages, and that no such adjustment be site in favor of the Seller with respect m any goods which are the Sellers standard stock. No such remtnation shall relieve the Purchaser or the Seller of any oftheir obligations as many goods delivered hereunder. ]. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the time the change or warninvtion is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations ro 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 religionists required to be incorporated in agreements of this character are hereby imeaporuted herein by this reference. no Seller agrees to indemnify and bold the PureLasn harmless from at I costs and damages suffered by the Purchaser as a ,..air of the Sellers failure m comply with such law. 9. ASSIGNMENT. Neither party shall assigo, transfer, or convey this order, or any monies due or to become due hereunder without he prior wnten consent ofthe other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Puroboer for all equipment, materials, and items Pomisbed in performance of this Vacom., free and clear of any aad all liens mor ettous, reservations, security interest encumbrances and claims of others The Seller shall relea a the Porchecr and its contractors of any tier tram all liability and claims of any nature resulting from the pert rmtance 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 of such puny. The Sellers contractual obligatimu, including marble, shall not be deemed to be reduced, in any way, because such work is performed or bursa m be Performed by the Purchase. 14. PATENTS. Whenever the Seller is required to use any design, device, mntenal or .at. covenvl by lelmu patent tmdemmk or copyright, the Seller sbal indemnify and save harmless the Producer from any and at I claims for infringement by reason of the use of such pntented design, device, material or process in connection with the contract, and shot[ meanmTry the Purchase for any cast, expense or damage which it may be obliged to pay by ,caw r of soh infringement at any time during the promsmaion or site, the completion of the work. In case said equipment or any par[ thereof or the intended use of the goods, is in such suit held 1. lumand to infringement and the rase of said immar ow or pM is enjThnd, the Seller shall, at its own expense and at its option, either procure for the Purchaser the Tight to continue using said equipment or pans, replacethe same with substantially equal but noninfringing equipment, or modify it so it becomes mninfnnging. 15. INSOLVENCY. If the Seller shall become insolvent or bard:mp, make an assignment for the benefit of credimrs, Virtual a or trustee tan vny of the Sellers property ar business, this order may forthwith be canceled by the Purchase, without liability. 16, GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of ell ponies hereunder shall be construct under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in where the Seller is to perfecto work hereunder, mounting the services of Sailers RVidwarativ G), o. tho penises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shell, in e ofany accident, destruction or injury to the work and/or materials before Settees final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchase. When materials and equipment are famished by others for instillation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and became responsible therefor as though such rmteriat ad/o, equipment were being finished by the Seller under the order. 18, 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 order, and/or to their dependents in accordance with the laws of the state in which the work ism be done. The Seller shall also carry comprehensive general liability including, but not limited m, ennarrmil and automobile public liability insurance with bodily fnryry and death limits of at [cost $300 000 for any one person, $5,wmw for any one occident and property damage limit Per accident of $400,000, The Seller shall likewise require his contractors, if any, to provide lam such compensation and Insurance. Before any of the Sahara or his contractors employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such sci ificares shall specify me date when much omEdinown and inxumned have been provided. Such conificates shall specify the date when such compensation and insurance expires. She Seller agrees that such compensation and insurance shall be maintained until suer the entire work is completed and occupied. 19, PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whotsoever to persons or...my caused by or resulting Co.. the execution of the work p .,tried for in this purchase order or in connection herewith.'Ihe Seller will indemnify and hold harmless the Purchaser and any call of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, harges or expe aid, whether direct or indirect, and whether to persmu or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the part of the Seller, any of his contractors, or any of the Sellers or contractors officers, agent or employees. In case any suit or other proceedings shall be brought againsnhe Purchase, or its officers, agent or employee ar 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 ➢rid to defend the same at the Sellers own expense, to pay any and all cast, charges, ammeys fee and other expenses, any and all judgment that may be incurred by or obtained against the Purchaser or any of its or their officers, ,car, or employees in such sums or other proceedings, and in case judgment or other hen be placed upon or obmined against the property of the Purchaser, or said parties in or w 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 Seller and his contractors shall take all safety precautions furnish and install all guards necessary for the pmetrication of accidents, comply with all laws and regulations with regard to safety including, but w,,hour ❑mitarion, the Occupational Safety and Ifealth Act of 1970 and all mles and regulations issued pursuant thereto. Revised 0312010