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HomeMy WebLinkAbout453881 KIMBERLY A MILLER & ASSOCIATES - PURCHASE ORDER - 9143551Fort Collins Date: 06/24/2014 PURCHASE ORDER Vendor: 453881 KIMBERLY A MILLER 8: ASSOCIATES PO BOX 270624 FORT COLLINS CO 80527 PO Number Page 9143551 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: POLICE DEPARTMENT POLICE SERVICES 2221 SOUTH TIMBERLINE ROAD FORT COLLINS CO 80525 Delivery Date: 06/24/2014 Buver: DOUG CLAPP Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Conflict Resolution Training FCPS Dispatch 6.30.14/7.25.14 ,'ovJi 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 1 LOT LS 5,000.00 Total 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 Fort Collins is exempt from sue and local taxes. Our Exemption Numberis I I. NONWAIVER. 98-04502. Federal Excise Tax Exemption Cenifiem, of Registry 84-6000587 is o gis m, with the Calhoun, of Fallme of the Purchaser to imisl upon amet prrfotmantt of the Immix and conditions hereof, failure or delay m Internal Revenue, Denver. Colombo (Ref. Colorado Revised Sumter 1973, Chapter 39-26, 114 (a). exeaise any rights or remedies provided herein or by low, failure to prompdy notify the Seller in the event of a breach, the acceptance afro payment for goods hereunder m Wpmwl ofthe design, shall nor felebee flee Seller of Goat Rejected. GOODS REJECTED the to failure to race, specificatims, either when shipped or due to defied, of any of the warranties in obligations of this purchase other and shall rat be deemed a waiver of any right of the damage in transit. may be remmed to you for credit and ate out to be replaced except upon receipt of wrtten purchaser to insist upon strict perfomeare Forearm any of its rights or remedies as m any such acad. regurdless instructions from the City of Fort Carlos. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported and modification or rescission of this ymchxse order by the Purchaser operate as a waiver of any of the tomes Inspection. GOODS are subject to the City of Fan Collins inspection on arrival. hereof. Final Accrpmer. Receipt of the merchandise, w or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fan Collins. However, it is to be understood that FINAL practice, resulting from antitrust Seller and the Purchaser recognize that in actual economicovercharges ACCEPTANCE is di,ondentupon completionofall applicablercquired inspection procedure. violations are in fort by the Purchaser. Themforefogood cause and as consideration for executing this bornere purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafer Freight Teems. Shipments must be P.O.B., City of ran Collins, 90(1 Wood Sr, Fort Collins, CO 80522, unless acquired under federal or stale antitrust laws for such overcharges miming to the particular goods or services otherwise speci fed on this order. I f permission is given an prepay freight and charge aepsmely, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill muss aaompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Dismvz. Whom,manufacturershave distributing points in various pans of the country, shipment is If he Purchase, directs the Seller or correct it conforming or defective goods by a date 1. be agreed upon by the expected from the nearest distribution point to destination, and excess freight will he deducted from Invoice when Purchaser and the Seller, and the Seller therealler indicates its inability or wwlllingnesa 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 pry all costs associated with such work. Permit. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and roles of the xmm, municipals ,. burimry or political subdivision where the work is performed, or required by any ante, duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to bold the City of Fort Collins hamless from and against all liability and loss recurred by them by reason of an asserted or established violation of any such laws, regulations, ordimmee, roles and requirement. Authorienation. All parries to this courned agree then the represenmlivn art, in fuel, born fide and possess full and complete authority to bout said panics. LIMITATION OF TERMS. This Purchase Orden expressly limits acceptance m the to. cod conditions stated herein set tomb and any supplementary or additional corms and conditions wneaed hereto or incorporated herein by reference. Any additional or different terms soil..citrons proposed by seller on, objected to and hereby Jec,ed. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to move on your promised delivery doe ns noted. Time is of the essence. Delivery and performancr most h effected within the time stated on the Purchase order and the document attached hereto. No act of the Purchasers including, without himmum, acceptance of pencil late deliveries, shall operate as a waiver of in,, provision. In the event Of any delay, the Purchaser shall has, in Million to other legal and equitable remedies, the option of placing this ender elsewhere and holding,he Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due In causes not reasonably foreseeable which sere beyond its remwtmble control and without its Null Of negligence, such acts of God, acts ofcivil or military authorities, meammentil Immities, Fix, sunkes, noOd, epidemics, woes or Tots provided that notice Of the conditions causing such delay is given to the Purchase, within five (5) days of the time when the Seller ]list received knowledge thereof. In the event Of any such delay, the Jule of delivery shall be extended for the period equal to the time acually 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 Ine fit for the purposes intended, and pnfarmed with the highest degree of care and competence in accordance with accepted standards for work of a similar natum. The Seller agrees to hold the purchaser bannless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wamany. The Seller stall replxq repir or make good, without cast o the purchaser, any defect or faults arising within oat (1) year or within such longer period of time as may be prescribed by law or by the tams army applicable warranty provided by ds Seller after the data of acmptance of the good famished hereunder (acceptance not to be umeucrnably delayed), tauhing finer mW erft or defective work done or materials frmtM1ed by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this wamnry. Except as otherwise provided in this pmchuse, mile, the Sellers liability hereuber shall extend to all damages proximately wood by the breach of any of the foregoing wamanfics in guvamees, but such liability shall in no event include lass of profit 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 temps by Witten change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the to., other than legal terms, including additions to or deletions from rho yunmiries origiimlly ordered in the speci6entions or drawings, by orbs] or written change order. If any such change affects the amount due or the time ofperformance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the good then not shipped, subject to any equitable adjus,mrn, between the parties as to any work Or materials then in progress provided that the Pumlasser shall not be liable for any claims for anticipated profits on the uncompleted portion of the goads and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with receptor to any goods which are the Sellers standard stock. No such tamimnion shall relieve the Purchaser or the Seller of any oftheir obligatiom as W any goods delivered hereunder. 9. CLAIMS FOR ADJUSTMENT. Any claim fro adjustment must be assured within them, (30) days from hie date the change or termination is ordered. 8. COMPLIANCE WITH LAW. TM Seller winners rest all goods said hereunder shall have been produced, sold, delivered and furnished in stria compliance with all applicable laws and regulations to which the goods art subject. The Seller shall execute and deliversuch document as may be required to effect or evidence compliance. All laws and regulatiom required to be corponmd in agreement of this character we hereby incorporated heroin by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all cost and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, turner, or convey, this order, or any monies due or to become due hereunder without the prior written consent ofthe other parry. I O. TITLE, The Seller warrants full, clear and umestricled title m the Purchaser for at I equipment, materials, and items famished n performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims archers. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, officers and employees ofeuch party. The Sellers contractual obligeiom, including wennry, shall not be deemed ro be reduced, in any way, because such wink is performed or caused m be performed by the Purchaser. 14. PATENTS. Whenever the Seller is occurred! to rue any design, deice, material is, process covered by Inter. Four. aademnd: br copyright, the Sella slam indemnify and save harmless the Purchaser from any and all claims for infringement y union of fire use of such patented design, device, material or proreas in connection with the contract, and shall indemnify the Producer for any cost, expense or damage which it may be obliged to pay by mason of such inrngemenat any time during the prosecution or alter the completion of rise work. In case said equipment, or any part thereof or the intended use of the goods. is in such suit held to cofstimte inGngrmem and me use of said equipment or Pan is enjoined, the Seller shall, at its own expense and an its option, either private for the Purchaser the right to continue being said equipment or pans. replace the same with substantially equal but comminuting equipment. or modify it so it becomes noninfdnging. 15, INSOLVENCY. If the Seller shall Irecome insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or turner for any of the Sellers property or business, this order may forthwith be canceled by the Porches¢, without liability. 16. GOVERNING LAW. The departure; of terms used or the interpretation ofthe agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the Sure of Colorado, USA. The fallowing Additional Conditions apply only in cases where the Seller is to perform work hum uMe, including the services of Sell. Represenurive(a), an the premises ofothers. ❑. SELLERS RESPONSIBILITY. The Seller shall carry, on said work at Sellers own risk until the same 6 fully completed and accepted, not shall, ur use of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complem the work on Sellch own axpense aM to the ..foodon of the purchaser. When materials and equipment are furnished by orders fro insmllmian or erection by the Seller, the Seller shall receive, unload, store sad handle same at the arm and become mapnsible therefor as though such materials onNor eyuipmrnt were being famished 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 benefit, to it employees employed on or in connection with the work covered by this purchase order, cancer m their dependent in accordance with the laws ague scale in which the work is to be done. The Seiler shall also carry comprehensive general liability including, bur not limited In, cornmenial and aummobile public liability insurance with bodily injury and death limits of at least 5300.000 for any one Peron, 5500,O00 for any one accident and property damage limit per accident of 5400,000. The Seller shall likewise require his contractors, if any, W provide for such compensation and in e. Before any of the Sellers or his contractors employees shill do any work upon the promises of others, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided Such certificates shill specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall he maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire raFmibiliry and liabiliry for any and all damage, loss or injury of any kind or noun, whasmoor to persons or property caused by or resulting from fire execumon ofthe work provided 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, agent and employers from and against any and all claims, Incses, damage, charges of expenses, whether direct or iMibct. and whether to persom or property to which the Purcisaset may be put or subject by reason of any nor, action, targeted, omission in default on the pan of the Seiler. any of his contractors, many of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought slaves the Purchaser, or it officers, agent or employees at any time on accounr or by reason of any net, nefim, neglecl, omission or deft ult of the Seller of any of ht contractors or any of its or thew officers, agent or employees as aforesaid, the Seller hereby agrees in assume the defense thereof and to defend the same at hie Sellers own expense, to pay any and all cost, charges, artomrys fees and other expnses, any and all judgment that may M 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 otef lien be placed upon or obtained against the property ofthe Purchaser, or said parties in or as a result of such suits or other proceedings, the Seller will an once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, f ish and insmll all guard twersary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without hutinion, the Occupational Safety and Health An of 1970 and all rules and regulations issued pursuant thereto. Revised 0312010