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HomeMy WebLinkAbout111183 COULSON EXCAVATING CO INC - PURCHASE ORDER - 9951377Date: 6/11 /2009 City of FF6--rt,.Collins Page Number: 1 Purchase Order Number: 9951377 Delivery Date: 3/2/2009 Buyer: STEPHEN, JOHN Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 14 Change Order 5 12,785.92 Total $12,785.92 �' City of Fort CcIffiny Director of Purchasing and Risk Management City of Fort Collins This order is dQValid over $5000 unless signed by James B. O'Neill ll, CPPO Accounting Department City of Fort Collins Purchasing, PO Box 580, Fort Collins, CO 80522-0580 PO Box 580 Phone: 970-221-6775 Fax: 970-221-6707 Email: purchasing@fcgov.com Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Foil Collins is exempt from state and local taxes. Our Exemption Nunit- is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 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 transit, may be retumed to you fir credit and are not to be replaced except upon receipt of written instructions from the City of Foil Collins. Inspection. GOODS :me subject to the City of For Collins inspection on - wal. Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payment on the pan ofthe City of Fon Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Tens. Shipments must be F.O.B., City of Foil Collins, 700 Wood St., Foil Collins, CO 80522, unless otherwise specified on this order if permission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts ofthe country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments arc made firom greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, teritory 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 hold the City of Fort Collins harmless from and against all liabilityand loss incurred by then, by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirenents. Authorization. All pities to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the teens and conditions stated liereiu set forth and any supplementaryof additional terns and conditions annexed hereto or incorporated herein by reference. Any additional of different terms and conditions proposed by seller m e objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arive on your promised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts ofthe Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event ofny delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere :md holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due 10 causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofnegligence such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood. epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days ofthe time when the Seller first received knowledge thereof. In the event ofany such delay, the date ot'deliveryshall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants that 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 far the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless fromm any loss, damage or expense which the Purchaser n,ay suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace. repair or stake good. without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of timne ns nsny be prescribed by law or by the tens of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fi-om imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any ofthe 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. The Purchaser may nuke changes to legal tens by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may nuke any changes to the tens, other than legal terms, including additions to or deletions from the quantities originally in in the specifications or drawings, by verbal or written change order. I fatly such change affects the amount due or the time of performance hereunder, ;in equitable adjustment shall be made. 6. "TERM [NATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions ofthe 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 made in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such tennination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fron, the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to 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 in be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source goverment contract" within the meaning of Article XXVIII ofthe Colorado Constitution ("Article XXVIII"), then the provisions of Section 15 of Article XXVIII are hereby incorporated into this [Agreement]. In such a case, if the [Contractor] or any other person who is a "contract holder" as defined in Section 2(4.5) ofAricle XXV III intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source government contract, or public employment with the state of Colorado or any of its political subdivisions, for three years 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 party. 10, TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement, free and clear of any mid all liens, restrictions, reservations, security interest encumbrances and claims of others. 11. NONWAIVER. Failure of [lie Purchaser to insist upon strict performance ofthe terms and conditions hereof, failure or delay to exercise any r ights or remedies provided herein or bylaw, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment fix goods hereunder or approval of the design. shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver ofany right ofthe purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless of when shipped. received or accepted, as to ,illy prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fi-om antitrust violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Puchaser any and all claims it may now have or hereafter acquired under federal or state antitrust laws for such overcharges relating to the particulm goods or services purchased or acquired by the Purchaser pursr:um to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming of defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability on unwillingness to comply, the Purchaser nnay 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. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence ofthe party released and shall extend to the directors, officers and employees of such party. The Seller's contractual obligations, including warranty, 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 any design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Put chaser from any and all claims for infringement by reason ofthe use ofsuch patented design, device. material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution in after the completion ofthe work. In case said equipment, or any part thereof of the intended use ofthe goods, is in such suit held to constitute infi ingement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but non -infringing equipment, or modify it so it becomes non-inli inging. 15. INSOLVENCY. If the Seller shall become insolNell or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee (or any oft lie Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. to. GOVERNING LAW. The definitions of terms used or the interpretation ofthe agreement and the rights of all parties hereunder shall be construed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Represenmtive(s), on the premises 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 shall, in case of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, omplere the work art Seller's own expense and to the satisfaction ofthe Purchaser. When materials and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such materials andlor equipment were being furnished 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 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 $300,000 for any one person, $500,000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require 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 compensation and insurance have been provided. Such certificates 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 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 front the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claimms, losses, damages, charges or expenses, whether director indirect, and whether to persons m' property to which the Purchaser maybe put or subject by reason of any act. action, neglect, omission or default on the pan of the Seller, any of his contractors, or any ofthe Sellers or contractors officers, agents or employees. In case any suitor other proceedings shall be brought against the Purchaser, or its officers, agents or employees at anytime on account or by reason of any act, action, neglect, omission or defudt ofthe Seller of any of his contractors of any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs. charges. attorneys fees and other expenses, any and all judgments that maybe incuTed by m 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 parties in or as a result of such suits m 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, ftutnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2009