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HomeMy WebLinkAbout474764 ORANGEBOY INC - PURCHASE ORDER - 9147394of Fort Collins Date: 12/19/2014 Vendor: 474764 ORANGEBOY INC 1042 RIDGE ST COLUMBUS OH 43215 PURCHASE ORDER PO Number Page 9147394 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: PUBLIC LIBRARY (MAIN) 201 PETERSON ST FORT COLLINS CO 80524-2990 Delivery Date: 12/15/2014 Buyer: ED BONNETTE Note: SAVANNAH SaaS AGREEMENT JAN 1 2015-DEC 31, 2015. Line Description Quantity UOM Unit Price Extended Ordered Price Saas Subscrip.paymentl # 1458 1 LOT LS 20,000.00 Inv 8 agreement 1/1-12/31/15. 2 Saas payment in 2015 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 4,000:00 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 I. COMMERCW,DETAILS. Tax eacmptiors. BY.. the City of For Collins is exempt from state and 1.1 axes. Om Exemption Nurnber is 98-01503. Federal Excise Tax Exemption Certificate of Registry sc-6000587 is registered with the Collector of Internal Revenue, Deaver, Colorado (Ref. Colorado Revised Surma 1973, Chapter 39-26, 114 (a). Goods Rejected, GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in tmusit, my be returned to you for credit and are not to be replaced except upon receipt of written instructions fmm the City of Fan Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or equipment in mount to this order can result in wilwrixd payment m the pan of the City of Fort Collins. However, it is to IN understood that FINAL ACCEPTANCE is dep rr dem upon completion of all applicable required inspection procedurm. Freight To.. Shipments muss be F.O.B., City of Fort Collins, 700 Wood St., Fon Collins, CO 80522, unless .therwiu specified on Ws order. If permission is given ro prepay freight and charge separately, me original Smith, bill must accompany invoice. Additional charges for packing will nor be accepted. Shipment Distance. Where manufacturers have distributing points in various Nos of the country, shipment is expected fmm the nearest distribution point to destination, and excess freight will be deduned from Invoice when shipments are made from greater distance. 11. NON WAIVER. Failure of the prankster to insist upon strict performance of the to. and conditions here.[ failure or delay to exercise any rights or remedies provided herein m by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall or release the Sells of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of say right of the purchaser to insist upon strict perfommnce hereof or any crux rights or remedies as to any such goods, lowmiless of when shipped, received or accepted, as to any prior or subsequent default heel nder, nor shall any purported oral modification or rescission ofthis purchase order by the purclsver operate as a waiver of any of the terms Jimmy 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser reeogni. Oat in m nal a is practice, overcharges m u nt, fmm antitrust violations are in fact home by the Purchaser. Theremfom. for ugood cause and as consideration for executing this purchase order, the Seller hereby assigns or the Purchsser my and all claims it may now have or hereafter acquired undo School or state mtimut laws fro such overcharges relating to the particular goods or services purchased or acquired by the Purchaser Forward in this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to rorrect nonconforming or deflective goods by a date to IN agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary pmoits, ecnificara and license Waited by all applicable laws, regulations, ordinances and roles of We state, municipality, territory or Political subdivision where the work is performed, or required by any other duly constructed Public authority havingjurodiction over the work of vmador. Seller further agrees to hold the City of Fort Collins hwmlas from and against all liability art loss incurrtd by them by reason of mi acsmed or au dluhod violation of any such lass, regulations, mclimnca, mien and memiremens. Authentication. All parties to this contract agree that the represenurives art, in fact, bona Into and p.suss full and complete authority, to bind said parries. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the moves and conditions shared herein set both end any supplementary or additional terms and conditions annexed hemto or incorporated herein by reference. Any additional or different mrrns and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediamly if you canna, make complete shipment to move on your promised delivery date as noted Time is of the essence. Delivery and performance most he effected within the time stated on the purchase order art the documents attached Emma. No acts of the Purchasers including, without limitation, acceptance ofpscial late deliveries, stall operate as a waiver fthis provision. In the sent ofany delay, the Purchaser shsll have, in addition t. mher legal and equiable remedies. the option of placing this order, elsewhem end holding the Seller liable for damages. However, the Seller shall mt be liable for damages as a rash of delays due to causes mt Womnabty forammic which tie beyond its reasonable control and without its fault of negligence, such acts of God, acts ofcivil or military authorities, gmenanenal priorities, fives, suits' Rood, epidemics, wars or cars provided Out notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller firs, ®calved knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time mlaally last by reason of the delay. 3. WARRANTY. The Seller warrants that all good, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples mdff other descriptions given, will be fit for the purposes intended, and Performed with the highest degree of care and competence to accordance with accepted standards for work of a similar whom. The Seller agrees to hold the purchaser hamlas from my loss, damage or expense which the Purchaser may soli or noncom account of the Sellers breach of warranty The Seller shall replace, reliance make good, without cost to the purchaser, any deferts or faults cutting within one (1) year or within such longer period of time as may be prescribed by law or by the rams of my applicable wartanry provided by the Seller after the dam of acceptance of the good famished hereunder (acceptance not to be urummwbly delayed), muting fmm imperfect or defective work done or materials furnished by the Seller. Accepance or use of goods by the purchaser shall not constitute a waiver of any claim under this war anry. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wworries or guarantees, but such liability shall in no event include loss of proi, 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 terms by wrnen change order. S. CHANGES IN COMMERCIAL TERMS. The Purricaser may make any changes to the reran, mher man legal menu, including additions a or detetiom fmm the quantities originally ordered in the specifications or drawings, by virtual or written change order. If my such charge affects the amount due err the rime of lofomanto h-www, an avuilable adjustment shall be made. 6. TERMINATIONS. The Purcbaccor may at my time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the panes as to any work or materials then in impress provided ,bar the Purchaser shall cot be liable for any claims for anticipated profits on the uncompleted pinion of the good mirror work, for incidental or comequanial damages, and that no such adjustment be made in favor of the Seller with respect to any gaud which we the Sellers standard stock. No such mnnination shall relieve the Purchaser or the Senor ofany of their atigatom as to my gand delivered hereunder. ). CLAIMS FOR ADJUSTMENT. Any claim for adjusment must be asserted within thirty (30) dap frown the date the change or temimtion is ordored. 8. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and egulatios to which me good are subject. The Seller shall execute and deliver such docranens s nay be required to effect or evidence compliance. All laws and regulations mluired to 0 incorporated in agreements of this character am hereby incorporated herein by this mfereace. The Seller agrees to indemnify and hold the Purchosr harmless from all toss and damages arboreal by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry ibell assign, transfer, or convey Otis .,it, or my amnia due or to became due heremder without the prior wdnen carom, ache odor party. 10, TITLE. The Seller wamns full, clear rat umatricted title to the Purchaser for all equipment, materials, and items Standard in perform a of this command. f and clear of any and all lima, rauic,ions, reservations, tio, savorily intern, encumbmncesc and claims fothers. The Seller shall release the Purcbmer and its contractors of any net from all liability and claims of any mature morning fmm the performance afsuch work. This release shall apply even in the event of fault of negligence of tlr, patty released and shall extend to me directors, oRc tax and employees afsuch parry. The Sellds contmcnul obligmims. including wmanty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use tiny design, device, material or process covered by lever, patent, trademark r copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost ea,. or damage which it may be obliged to pay by reason of such infringement at any time during the pmsmmlon or after the completion of the work. In rose said equipment. or any pan thereof or the intended use of the goads, is in such suit held in consulate infringement and Ec use of said equipmant or par is enjoined, the Seller shall, at its own expense and in its option, either province for the Purchaser the right to continue using said equipment or pars, replace the same with substantially equal but naninGnging equipormr, at modify it so it becomes nanlnfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrnPL 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 Purchaser without liability. 16. GOVERNING LAW. The definitions oftema used or the intetpreation ofthe agreement and the rights of all panic hereunder shall be construed anderand governed by the laws ofthe State of Colomdo, USA. The following Additional Conditions apply only m cases where the Seller is to perform work invention, including the services of Sellers Repsaenutive(s), an me pmnises ofoNers, 17. SELLERS RESPONSIBILITY. The Seller shall cant' on said week at Shcnea own risk until the same is fully completed and accepted, end shall, in arse of any accident deswmion or injury to the work andior materials before Seller's final completion ert acceptance, complete the work at Settees own expense and to the satisfaction of the Purchaser. When materials and equipment are finished by others for installation or erection by the Seller, the Seller shall receive, unload, scare and handle scone al the site and become responsible therefor as though such mmerias anW., equipment were being famished by the Seller under the order. 18, INSURANCE. The Seller shall, at his.cant expense, provide for the payment of wmrken mmpnwtioa, achading aeouparioml disease beuefirs, 10 its employees employed on or in connection with the work covered by this purchase order, tattler in their dependents in accordance with the laws of the mute in which the work is to be dote. The Seller shill also any comprehensive record liability inclediog, but not limited to, convamual and automobile public liability insuraree wins bodily injury and death limits of w least 5300.000 for my one homit. SSoo,000 for my one accident aM property damage limit per accident of 5400,000. The Seller shall likewise reclaim his common, if any, to Provide for such compensation aM insurance. Before any of the Sellers or his contractors employees shall do any work No the premises of others, the Seller shall f mish the Pmrchow wins a certificate that such compensation and insurance have been provided. Such cetificams shall 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 be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assume the entire respomlbility and liability for my and all damage, loss or injury of my kind r worm whaewesxr to pesom or progeny caused by m resulting from the execudan ofthe work Provided for in this Purchase order or in common. herewith. The Seller will indemnify art hold harmless the Purebsver and my in all of One Purchasers omcm, agents and employees fmm and against my anal all claims, Imams, damages, charges or exposes, whether direct or Indirect, art wheNR to persora Of property to which the Parrhower may be put err subject by reason of any act ecdon, oeglecd, omission an default on the Two of the Seller, my of his contractors, or my of the Sellers or contractors officers. agents or employees. In case my suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by broron of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents M employees a aforesaid, the Seller hereby agrees to assume the defense thereof and to defnd the same at the Sellers awn expertise, 1. pay any and all cons, charges, attorneys fees and other expenses, my and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, agents or mnployees in such suis or the, proceedings, eed in can judgment or other lien o placed upon or obtained against the property of One Purchaser, or said panic in or ss a ri of smh suds or other proceedings, the Seller will at once cause the were to be dissolved aM discharged by giving bond or othervise. The Seller and his come ctors shall take all safely p...fi , Ravish aM irsall all guards necessary far the prevention .b accideos, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all cola and regulations issued primer therem. Revised 072014