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HomeMy WebLinkAbout103009 PORTER INDUSTRIES INC - PURCHASE ORDER - 9950105 (2)Date: 12/16/2009 BLANKET Purchase Order Number Page Number: 1 9950105 Delivery Date: 1/5/2009 Buyer: HUME,JAMES Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line, Qty/Units Description Extended Price 5 1 LOT Addendum 11 Nov & Dec work & cleanup City of Fort CqWiny Director of Purchasing and Risk Management This order is n 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 59,000.00 Total $59,000.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fionn state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Regisuy 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 30-20. 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 fiom the City of Fort Collins. . Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in:ntlwrized payment on the prat of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments must be F.O.B., City of Fort Collins, 700 Wood St.. Fort Collins, CO 80522. unless otherwise specified on this order. If permission is given to prepay (eight and chage 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 pars oft lie county, shipment is expected firm the newest distribution point to destination, and excess fieight will be deducted from Invoice when shipnments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessarypermits, certificates and licenses required by all applicable laws, regulations. ordinances and rules of the state, municipality, territory 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 liability and loss incurred 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 fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tents and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terns and conditions proposed by seller :it objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot snake complete shipment to arrive 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 of the Purchasers including. without limitation, acceptance of partial late deliveries, shall operate as a waiver oft his 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 dim to 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 pi iorities. fires, strikes, flood, epidemics, wars m riots provided that notice of the conditions causing such delay is given to the Purchaser within five 15) days of the time when the Seller first received knowledge thereof In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. 'file Seller warrants that all goods, articles, materials and work covered by this order will confirm with applicable drawings, specifications, samples and/or other descriptions given, will befit for the purposes intended, and performed with the highest degree ofcare and competence in accordance with accepted standards f u' work of a similar nauue. The Seller agrees to hold the purchaser harmless fi'om any loss. damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of wananty. The Seller shall replace, repair m nake good. Without cost to the purchaser, any defects or faults arising within one (1) year or Within such longer period of time as maybe prescribed by law or by the terns of any applicable warranty provided by the Seller alley the date of acceptance ofthe goods furnished hereunder (acceptance not to be unreasonably delayed). resulting from inmperfect or defective work don or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this waTanty. 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 waianties 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 make changes to legal tents by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tenor, other than legal temps, including additions to or deletions front the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may 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 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 ofdne 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 from 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 to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamiless 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 govennnent 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) of Article XXVIII 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 nonies due or to become due hereunder without the prior written consent ofthe other party. 10, TITLE The Seller warrants fill, clear and unrestricted title to the Purchaser for all equipment, materials, and items fitnushed in performance of this agreement, liee and clear of any and all liens, restrictions, reservations, security interest encunnbrnnces and claims of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance ofthe terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach. the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict pet finmance hereof or 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, not shall any purported oral modification m rescission of this purchase order by the Purchaser operate as a waiver of any ofthe terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice. overcharges resulting fionn antinust violations are in fact borne by the Purchaser. Theretofinre, for good cause and as consideration fur 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 or services purchased or acquired by the Pmuchaser pursuant to this purchase order. 13- PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. I f the Ptuchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability w unwillingness to comply, the Purchaser runty 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 parr,. The Seller's contractual obligations. including warranty, shall not be deemed to be reduced, in anyway. because such work is perllummed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required m use any design, device, material or process covered by letter, patent, tradenmrk or copyright, the Seller shall indemnify and save hannhess the Purchaser firom any and all claims for infiingement by reason ofthe use ofsuch patented design, device, nmaterial or process in connection with the contrnet, and shall indemnify the Purchaser firany cost, expense or damage which it nmay he obliged to pay by reason of such infiingement at any time during the prosecut ion or after the complef ion of the work. I n case said equipment, or any part thereof or the intended use of the goods. is in such suit held to constitute infringement and the use of said equipment or pat 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 m pans, replace the same with substantially equal but non-inf inging equipment, or modify it so it becomes nun -infringing. U. INSOLVENCY. Ifthe Seller shall become insolvent or bankrupt, make an assignment for the benefit ofcreditors, appoint a receiver or trustee firm any of the Sellers property art business, this order may forthwith be canceled by the Purchaser without linbilkv. 16. 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 canyon said work at Sellers own risk until the same is fully completed and accepted. and shall. in case of any accident, destruction or injury tothe work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction ofthe Purchaser. When materials and equipment are furnished by others fat' 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 and/or 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, contactual and automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person, $500,000 fur any one accident and property damage limit per accident of $400,000. 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 ofothers. the Seller shall furnish the Purchaser with n 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 assunnes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whalsoever to persons or propeny caused by or resulting front the execution ofthe work provided for in this purchase order m 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 claims, losses, damages, charges or expenses. whether direct or indirect, and whether to persons or propeny to which the Purchaser maybe put or subject by reason of any act, action, neglect, omission m default on the pan ofthe Seller, any of his contractors, or any of the Sellers or contractors officers, agents or emmployees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default ofthe Seller of any of his contractors or 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 alljudgments that maybe incurred by or obtained against the Purchaser or any of its m their officers, agents m employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against.the propenyofthe Purchaser, orsaid parties in oral aresult of such suits or 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, furnish and install all guards necessaryfor the prevention of accidents. comply with all laws and regulations with regard to safety including, but without limitation, tine Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/1009