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HomeMy WebLinkAbout113170 MWH AMERICAS INC - PURCHASE ORDER - 9957369Date: 12/9/2009 City of /0F„�t Collins Page Number: 1 Purchase Order Number: 9957369 Delivery Date: 12/9/2009 Buyer: DICK,OPAL Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 1 1 LOT WO#M-W RF-2009-12 Phase 5 Improvements Total R O U—Qx Q --- City of Fort CqfinDirector of Purchasing and Risk Management This order is alid over $5000 unless signed by James B. O'Neill II, CPPO 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 299,484.00 $299,484.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number 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 returned to you for credit and are not to be replaced except upon receipt of written instructions front the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on ariv:d. Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this in (lei can result in authorized payment on the pan of the City of Foe Collins. Ilowever. it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Tennis, Shipments must be F.O.B., City of Fort Collins. 700 Wood Sr. Fun Collins. CO 80522. unless Otherwise specified on this order. Ifpermission is given to prepay licighi and charge separately, the original freight bill must accompany invoice. Additional charges tits packing will not he accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the county, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted front Invoice when shipntents are made from 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 ofthe state, municipality, ten itory or political sutxiivision 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 firm and against all liability and loss inclined by them by reason of an asserted or established violation of any such laws, regulations ordinances, rules and requirements. Authorization. All parties to this contract agree that the representatives are, in Ihct, bona title and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditionssnted herein set forth and any supplementary or additional terns and conditions annexed hereto or incogwrtted herein by reference. Any additional or different tents and conditions proposed by seller are objected n and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot stake complete shipment to allive on your promised delivery date as noted. Time is ofthe essence. Delivery and pertimnnance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including. without limitation, accept•.unee of partial late deliveries, shall operate as a waiver of th is provision. In the event of any delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its Vault of negligence, such lets of God, acts of civil or military authorities, governmental priorities, tires, strikes, flood, epidemics. Wars or riots provided that notice ofthe conditions causing such delay is given to the Pnr"chaSCr within five (5) days ofthe time When the Seller first received knowledge thereof. In the event ofanysuch delay, the date ofdelivery shall be extended for the period equal to the time actually lost by reason of f he 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 Ile fit for the purposes intended, and perfinni'd with the highest degree of care and competence in accordance with accepted standards liework ofa similar nature. The Seller agrees to hold the purchaser ha unless firm any loss. damage or expense Which the Purchaser stay suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair on make good, without cost to the purchaser. any defects or faults arising within one (1) year or within such longer period of time as nary lac press iced by law or by the tents of any applicable waranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resuhing from intpeilect it defective uvork clone or materials furnished by the Seller. Acceptance or use of goods by rile Purchaser shall not constitute n Waiver ofany claim under this warranty. Except as otherwise provided in this purchase order. the Sellers liability hereunder slcdl extend to all damages proximately caused by the breach of any of rile toiegoing Warranties or guarantees, but such liability shall in no event include loss of profits 01 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 tents by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may stake any changes to the tents, other than legal terns, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or wi inen change order. If any such change affects the amount due or the time of pet forntance hereunder• an equitable adjustment shall be oracle. 6. TERMINATIONS. The Purchaser ntny at anytime 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 loan - oany wink or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits urn the uncompleted portion ofthe 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 termination shall relieve the Purchaser or the Seller ofany of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fitim the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced. sold. delivered and fiunished 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 to be incorporated in agreements of this character are hereby inemporated herein by this reference. The Seller agrees to indemnify, and hold the Purchaser harmless fiom 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 government contract" within the meaning of Article XXV I I I of the Colorado Constitution ("Article XXVI I I"), then the provisions of Section 15 of Article XNVI I I are hereby incorporated into this [Agreement]. In such a case, if the [Connector] or gay other person who is a "contract holder" as defined in Section 2(4.5) of Article XXVII I intent ionally riolat es Section Ism 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 orally of its political subdivisions. lit three years. Q. ASSIGNMENT. Neither pity shall assign. nensler, or convey this order_ or any monies duc or to become clue hereunder uvilhout the prim' written consent ofthe other party, 10_TITLE. The Seller \variants fill. clear and unrestricted tide to the Purchaser for all equipment, materials, aad items furnished in lie]foraaance• of this agreement, tree and cleat of any and all liens, restrictions. reservations, security interest encumbrances and claims of others. 11. NONWAIVER. Failure ofthe Iurchaser to insist upon strict performance of the teens and conditions hereof, failure or delay to exercise any rights ur remedies proridel herein or by law, failure to promptly notify the Seller in the event ofa breach. the accepmnce of or payment lot goods hereunder m approval of the design, shall not release tine Seller of any of the warenties or obligations of this purchase order and shall not be deemed a waiver ofany right ofthe purchaser to insist upon strict perforntance hereof m any of its rights m remedies as to an}' such goods, regardless of when shipped, received or accepted. as tc :my prior in subsequent deLtult hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver ofany ofthe terns laereuf. I_'. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice. overcharges resulting from antitrust violations are in fact home by the Purchaser. Theretof,re. forgood cause and as consideiation for executing this purchasemder, the Scller hereby assi;:ns to file Purchaser any and ;dl claims it may now have or hercalier acquired under federal or state antitrust laws fir such overch;ges relating to the particular goods or services purchased or acquired by the Puchaser prrsuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. lithe Purchaser directs the Seller to correct nunconfurning in defective goods by a date to be 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 perlbrmed by the roost expeditious nacalls available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors ofany tier from all liability and claims ofany nature resulting fixnn the ;let fornrmce of such work. This release shall apply even in the event of fault ofnegligence of the party relersed and shall extend to the directors. officers and employees of such patty. 'file 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 Ile, F ed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark in copyright. the Seller shall indemnify and save harmless the Purchaser front any anti all clains for infingentent byrenson of the use of such patented design. device. material or process in connection with the connect, and shall indemnify the Purchaser fitr any cost, expense m damage which it maybe obliged to pay by rcasnn ofsuch inhingement it anytime during the prosecution m ofer the completion ofthe work In case said equipment, or any pan thereafor the intended use ofthe goods, is in such suit held to constitute infringement and the use of said equipment or part 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 parts, replace the same with sultsUntially equal but non-inti'inging equipment. or modify it so it becomes non -infringing, 15_ INSOLVEN'CY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit ofcreditors, appoint a receiver m trustee fin any of the Sellers property m business, this order may forthwith be canceled by the Purchaser without liability. 16, GOVERNING LAWN The definitions of terms used or the interpretation ofthe agreement and the rights of all parries hereunder shall Ile construed under and governed by the laws ofthe State of Colorado. USA. The tbllowing Additional C'ondiiinns apply only in rases Where the Seller is to pertbrin work hereunder, including the services of Sellers Represcntaive(s), on time premises of others. IT SELLERS RESPONSIBILITY 'file Seller shall carryon said work at Seller's own risk until the same is fully completed and accepted. and shall, incase of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisf ction ofthc Purchaser. When materials and equipment arc Furnished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle sane at the site and become respoinsible therefor as though such materials end/ur equipment were lteing furnished by the Seller Under the order. 18. INSURANCE-.. The Scller shilh at his ow•n expense, provide fife the pa}•mem 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 ofthe state in Which the work is to be done. The Seller shall also carry conaprelaensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits Elfin least S300,000 for any one person. S500,000 for any one accident and property damage limit per accident of $400.000. The Seller shall likewise require his connectors, if any, to provide for such contpensat ion and insurance. Before any of the Sellers of 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 (late 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 ;my and all damage, loss or injury ofany kind or enure tvhatsoerer to persons or property caused by or resulting from the execution ofthe work provided fur in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers ollicers. agents and employees from and against any and all claims, losses, damages, charges or expenses. Whether direct or indirect. and Whether to persons m property to Which the Purchaser may be put or subject by reason of any act. action, neglect, omission or default on the part ofthe Seller. any of lus contractors, or any of the Sellers or cunt) actors ollicers• agents or employees. In case any suit m other proceedings shall be brought against the Purchaser. or its officers. agents or employees at any tine on account or by reason ofany act, action, neglect. omission or default ofthe Scller of any of his contractors or any of its or their officers. agents or employees as aforesaid, the Seller hereby agrees to assume tile• defense theeofand to defend the same at the Sellers corn expense, to payanyand all costs, charges. attorneys fees anti other expenses, any and alljudgnaents that maybe incurred by of obtained against the Purchaser or any of its ur their officers, agents or ennployees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the properly ofthe Purchaser. or said parties in oral aresult ofsuch suits or other proceedings. the Seller will a once cause the same to be dissolved and discharged bygivitng bond or od-wise.'I'he Seller and his contractors shall eke all safety precautions, furnish and install all guards necessaryfor 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. Rcviscd 04/2001)