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HomeMy WebLinkAbout113125 NORTHERN COLORADO WATER CONSERVANCY - PURCHASE ORDER - 9957547Date: 12/17/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9957547 Delivery Date: 12/17/2009 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 Total City of Fort CotfinDirector 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 30,488.00 $30,488.00 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. 1 14 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped of 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 from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on at riva Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in authorized payment on the part 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 Terms. Shipments must be F.O.B.. City of Fort 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 samnufactm ers have distributing points in various parts of the counny, shipment is expected fiom the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments arc 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 of the state, municipality ten'nory 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 incured 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 arc, 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 terns and conditionsstated herein set forth :and any supplenentary or additional tenors and conditions annexed hereto or incorporated herein by reference. Any additional or different tern and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot ncike complete shipment to ❑live on your promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase ordtir and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial pate deliveries, shall operate as a waiver of this 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 dantages as a result of delays due 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 priorities, lines, strikes. flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knowledge thereof. I n the event o f any such delay, the date of delivery shall be extended for the period equal to the time actually post by reason of the 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 fin the proposes intended, and perfoned 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 frontally loss, damage or expense which the Purchaser riay suffer or incur on account of the Sellers breach of warranty. The Seller shape replace, repair or nmake good, Without cost to the purchaser, any defects or faults arising within one (I) year of ithin such longer period of time as stay be prescribed by law or by the tears 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 froni imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shape not constitute a waiver of any 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 of the Im cooing wi ranties or guarantees, bar 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 terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terns, including additions to or deletions from 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 tittle of performance hereunder, an equiudmle adjustrient shall be ade. 6. TERMINATIONS. The Purchaser may at anytime 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 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 bentide in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchase 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. S. COMPLIANCE WIT] I LAW. The Seller warrants that all goods sold hereunder shall have been produced, salt. delivered and furnished in strict compliance with all applicable paws and regulations to which the goods are subject. "file 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 chat acter are hereby incorporated herein by this reference. 'file 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 government contract" within the meaning of Article XX V I I I of the Colorado Constitution ("Article XX V I I I"), then the provisions of Section 15 of Aricle XX V I I I are hereby incorporated into this [Agreement]. In such a case, if the [Connector] or any other person who is a "contract holder" as defined in Section 2(4.5) of Article 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, finthree years. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order. urn any nmonies title urn to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants fill, clearr and unrestricted title to the Purchaser for all equipment. materials, and items fimished in performance of this nereement, tree and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 1 I. NONWAIVER_ Failure of the Purchaser to insist upon strict performance of the 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 accepnnce of or payment for goods hereunder or approval of the design, shall not release the Seller of any of the ,art anties or obligations of this purchase order and shall not be deemed a waiver of any right of the 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 any prior or subsequent default hereunder, not shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terns hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antinvst violations are in fact tonic by the Purchaser. Theretofore, for good cruse and as consideration 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 arnitrnst laws for such overcharges relating to the particular goods orservices purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming m defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inabilitym unwillingness to comply, the Purchasermay 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 trom the pertimnance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees of such party. "rise Sellers contractual obligations. including warranty. shall not be deemed to be reduced, in any way, because such work is performed or caused to be pertintned 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 indeninily and save harmless the Purchaser from any and all claims fur infiingement byremon of the use ofsuch patented design. device, material or process in connection with the contract. and shall indemnify the Purchaser fin' any cost, expense or damage which it nwy be obliged to pay by reason of such infiiingement at any time during the prosecution or afier the completion of the +work. Ili case said equipment, or any part thereof m the intended use of the 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 die same+with substantially equal but non -infringing equipment, urn nmodify it so it Imecomes non -infringing. 15. INSOLVENCY. If the Seller shall become insolvent ur bankrupt, make an assignment for the benefit ofereditors, appoint a receiveror trustee for may of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. Io. GOVERNING LAW. The definitions of terns used of the interpretation of the agreement and the rights of all parties hereunder shall be consumed under and governed by the laws of the 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 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 satisfaction of the Purchaser. When materials and equipment arc 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 and/or equipment were being Irnnished bythe Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers cottipensation. including occupational disease benefits. to its enmployces eniployed 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 witorobile public liability insurance with bodily injury and death limits of at least $300 000 fin anyone person. $500.000 for anyone accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors. if any, to provide fur such compensation and insurance. Before any of the Sellers m his conuacturs employees shall do :try work upon the premises of others. the Seller shall fi finish the Purchaser with a certificate that such mnnpensation 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 le maintained until afer the entire work is completed and accepted. 19. PROTECTION AGAINST AC'CI DENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whasocver to persons or property caused by or resulting from the execution of the work provided fur in this purchase order m in connection herewith. The Seller will indemnity and hold harmless the Purchaser and any of all of the Purchasers officers. agents and employees front and against any and all chains, losses, damages, charges or expenses, whether direct or indirect. and whether to persons or property to which the Purchaser maybe put or subject by reason otany act. action, neglect, omission or default on the part of the Seller, any of his contractors, or any ofthe Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser. or its officers. agents m employees at any time on account or by reason of any act, action, neglect, omission or defhult of the Seller of any of his contractors m any of its or their officers• agents m 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 may be ineured by or obtained against the Purchaser or any of its or their offices, agents or employees in such suits in other proceedings, and in case judgment urn other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result o f such suits or tither proceedings. the Seller will at once cause the sane 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 linitunion. the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2000