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HomeMy WebLinkAbout532500 TOOLE DESIGN GROUP LLC - PURCHASE ORDER - 9136821 (3)Fort Collins Date: 11105/2014 Vendor: 532500 TOOLE DESIGN GROUP LLC 8484 GEORGIA AVE SUITE 800 SILVER SPRING MD 20910 PURCHASE ORDER PO Number Page 9136821 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: TRANSPORTATION PLANNING & 281 NORTH COLLEGE FORT COLLLINS CO 80524 Delivery Date: 12/20/2013 Buyer: ED BONNETTE Note: PER 7559 BICYCLE PLAN UPDATE AWARD & CONTRACT TO TOOLE DESIGN GROUP. Line Description Quantity UOM Unit Price Extended Ordered Price 12 Addendum to PO #9136821 Chg Order #2 Bike Plan Update (req 48436) 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@fogov.com 35,360.00 Total Pay terms net 30 days 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 serum the City of Fort Collins is exempt morn state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Caribous of Registry 84-6000587 is Rgistcrtd with The Collator of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1923. Chapter 39-26. 114 (a). GO,,& Rejected. GOODS REJECTED due m failure to meet specifications, tither when shipped or due to defects of damage in trxnsiL may be returned to you for credit and arc not to be replaced except upon rereipt of written instructions mom the City of Tom Collins. Inspection GOODS are subject to the City of Tom Collins inspection an arrival. Final Acceptance. Receipt of the merchatua , services, or equipment to mi,sew m this order can result a milsonned payment on the Pan of the City of Fort Collins. However, it u to be understood that FINAL ACCEPTANCE is dependent upon completion ofall applicable required inspection pmcedmas. Freight Tema. Shipments most be F.O.B., City of Fon Collins, 700 Wood Sr, Fort Collins, CO 80522, unless otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight bill must accomeanv invoices Additic al chances far oackim coil I not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will he deducted from Invoice when shipments are made fora greater distance. Permits. Seller shall pmence at sellers sole cast all nacswry permits, certificates and license required by all applicable laws, regulation, ordinances aud roles of the state, municipality, territory or political subdivision where the work is performed, or requital by any other duly mostimted public authority having jurisdiction over be work of vendor. Sella further ogre. to hold the City of For Collins harmless from and against sll liability orb loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, roles and requirement. Authorization All parties to this cuntma agree that the omearmutivos are, in fact, bona fide and pmscss fall and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set form add any supplementary or addifioml tense and conditions annexed hereto or incorpooted herein by refrace. Any additional or diHerem terra arm conditions proposed by seller am objected a and hertby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is or be assistant. Delivery and pafodmarrce most be effected within be time stated on the purchase order and the documents attached Imam. No occur of be purchasers including, without limitation, acceptance of partial late deliveries, shag crack as a waiver of provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equlable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. Iloweveo the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond it reasonable control and without its fault of negligence, such is of Gad, acts of civil or military authorities, governmental prionlies, fires, strikes, Road, epidemics, wars or dots provided that notice of the conditions causing such delay u given to the Purchaser within five (5) days of the time when the Seller first received knowledge therm(. In the event of any such delay, be dam of delivery shall W extended for the period appeal to the time acrualty Iran by Rown ofthe delay. 3. WARRANTY. The Sella warrant mat all goods, articles, materials and work covered by cos order will common with applicable drawings, sp.ifcations, samples author Omer descriptions Given, will ke fit fed be purposes intended, and performed with The highest degree of care and competence in acconkuma with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the ur Purchaser may suffer or incon account ofthe Sellers breach of warranty. The Seller skill replace, repair 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 teats of any applicable warranty provided by me Seller Otter the date of acceptance of the goods famished hereunder (acceptance not to he unreasonably delayed), resulting from imperial err defective work dune or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not onstimte a waiver ofany claim Ruda this w'xmmrry. Except as otherwise provided in this parent order, the Sellers liability hereunder shall extend to all damages proximately wood by be breach of any of me foregoing warranties m guarantees, but such liability shall in no event include lass of profits or 1. of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make change to legal rem¢ by wrtten change order 5. C14ANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifcatiom or drawings, by verbal or written change order. If any such change affects the amount due or the time ofperformana hereunder, an equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser may many time by wnnen change order, temm ume this agreement as to any or all pmlimus of me goods men not shipped, sobjeel coo any equitable adjustment bervoen the parries as to any work or materials then in progress provided that be Purchaser shall nor be, liable for any claims for anticipated pmfit on the uncompleted portion of the goods offer work, for incidental or consequential damages, marl that no such adjustment be, made in favor of the Seller with respect to any goods which art the Sellers standard stack. No such saturation shall relieve the Purchaser or the Seller ofany of their obligations as an any goods delivered hereunder. ]. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the desk the change or termination is ordered. &COMPLIANCE WITH LAW. The Sella warren8 that ell goods sold hereunder shall have ban produced, cold, delivered and famished to inner ompkioce with all applicable laws and m,latioas m which the goods arc subject The Seller shall execute and deliver such documents as may he mqubeA to effect or evidence compliance. All laws and regulations required m be incoryommd m agreements of this character arc hereby incorporated herein by this reference. The Seller agree to indemnify and hold me Purchaser hmmleas from all cost and damages suffered by me Purchaser as a result of me Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order or any monies due or On become due hereunder without the prior "den comenl ofthe other party. 10. TITLE. The Sella warrants full, clear tab undeememd fide to the Purchaser for all equipment, material, and items ftanished in performance of this agreement f alb clear of any and all lied., restrictions, reservations, security interest erwumbmaca and claims ofoThcrs. ILNONWAIVER. Failure of the Puohasa to insist upon strict performance of the corms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify me Seller in me event of a breach, the acceptance ofor payment for goods hereunder or approval of the design, skill not release the Seller of any of the warranties or obligations of this purchase Omer and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hemfor 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, nor shall any purported oral modification or rescission of this purchau order by the Pumhaser operate as a waiver of any of the term. thereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Sella and the Producer recogaae that in what economic practice,avacharge, resulting from antitrust violations art in fair, t hby me Purchafar Purchaser. Famed e, far good cause and as ronsidemtiov for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state antitrust laws for such overcharges relating to the particular goods ar services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Sella b counsel nonconforming or defective goads by a date to be agreed upon by the Purchma and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, me purchaser may cause the work to be performed by the most expeditious meals available to it add be Seller shall pay all cos. assailed with such wick. The Sella shall release the Purchaser and its contractors of any tier fi.n all liability and claims of any datum —nine, from the performance fsuch work. This release skill apply even in the event of fault of negligence of the party released and shall extend to the directors, oRcers and employees ofsuch party. The Seller's contractual obligations, including womanly, shall not Is, darned to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever me Seller is required to use any design, device, material or pocess covered by lamer, whim. trademark or copytight, the Sella shall indemnify and save bandoliers the Purchaserf any and all claims for info-ogement by deacon of the rue of such patented design, device, material or pocess in connection with be contract, and shall indemnify The Pockwor for any cost expense ar damage which it may he obti,W m pay by reason fsuch infringement at any time during me prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended use of the goods, is in such suit held or constitute infringement and be uw of said equipment or pan w joined, me Seller shall, at its own expense and at its option, either procure for the Purcnaer the ,dO to continue using said equ,nical or pans, replace the same with substantially equal but noninfnnging equipment, or modify it so it becomes noninfdnghm. 15. INSOLVENCY. If me Seller shall became insolvent or bankrvpt, make an ossignment far the bereft of creditors, appart e weviva m trmme for any of me Sellers popery or business, $is coda may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions affirms used or the interpretation ofthe agyecment and be rights of all pot hereunder shall be construed umber and governed by be laws ofthe Spite ofColomdo, USA. The following Additional Conditions apply only in cases where the Sella is to perform work hereunder, including the services of Sellers Represenmtive(s), an the premises ofoThas. 17. SELLERS RESPONSIBILITY. The Sella shall carry on said work at stibres own risk until the same b fully completed and accepted, and shall, in R of any accident, destruction or injury to the work abbot materials before Sellers final completion and acceptance, complete be work at Sellers own expense and to de, satisfaction of be PURhaser. Wbeo materials and equipment eft f ahed by others fed installation or creation by the Sella, be Seller shall receive, wload, score and handle same at the site and become nex m sibm therefor as tlwugh such materials arbor aryipmmr were being famished by be Sella under the tamer. IS. INSURANCE. The Seller shall, at his own expense, provide far the payment of workers compasinioa, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase omen anfor to their dependents in accordance with the laws of the state in which the work is m be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury end death limits of at least S300,OW (ar any one person, $500,000 for any one accident and property damage limit per accident of &WOL000. The Sella shall likewise require his contractors, Worry. to provide for such compensation and insurance. Before my of me Sellers or his contractors employees shall do any work upon the premises of orders, me Seller shoe f ish The Purchaser wins a cenifcate but such compenwtion tab promote have been provided. Such certificates shall specify the date when such Wmpatsetion and it.umnce have been Provided. Such certificates shall specify the due when such rompers Lion and announce expire. The Seller agrees that such comper.zfion and insurance shall he maintained moil after Ore 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 of any kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in--eeion herewith. The Seller will indemnify and hold his mess the Purchaser and any r all of be Purchasers oRcers, agents and employees from and against any and all claim., losses, damages, charges or expense, whether direct or indirect, and whether to basins err property to which be Pumhaur may be, put or subject by Ramon of any act action, negled, omission or default on the par of be Sella, any of his codumcooM or any of me Sellers an contactors officers, agents or employees. In case any suit or other proceedings shall be boaghn against the Purchase, or its officers, agents or employees In any time on account or by reason of any act action, twill., omission or default of be Sella Of any of his contractors or any of it or their oRcers. Vex. err employees as aforesaid, be Sella hereby agrees to assume me defense Thereof cob m defend the same at The Sellers own expense, to pay any and all costs, charges, amomeys fees 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 rapid or obtained against the praperty of the Purchaser, or said patties a or as a result of such suits or other proceedings, be Sella will at once cause be same to be dissolved and discharged by giving band or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all guards naessary for the prevention of accidents, comply wins all laws and regulations with regard to safety including, but without limiation, me Occupational Safety and Helm Ad of 1970 and all rules mad regulations issued pursuant derem. Revised 0742014