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HomeMy WebLinkAbout102511 LAFARGE NORTHERN INC - PURCHASE ORDER - 9957360Date: 12/9/2009 City of F6rt Cottins Page Number: 1 Purchase Order Number: 9957360 Delivery Date: 12/9/2009 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 1 1 LOT Whitcomb/Magnolia Bridge Rplcm Backfill Materials Total City of Fort Cqftyl Director of Purchasing and Risk Management This order is n1aValid 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 10,000.00 $10,000.00 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 fiom state and local taxes. Our Esemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-0000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-1_0, 1 14 (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 coedit and are nor ui be replaced e.ccept upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of For Collins inspection on arrival. Final Acceptance. Receipt of tire 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. ACCEPTA NC F, is dependent upon completion of all applicable required inspection procedures. Freight Tears. Shipments must be F.O.B., City of For Collins. 700 Wood Sr. Fort Collins. CO 80522. unless otherwise specified on this order. Ifpennission is given to prepay freight and charge sepoi ately, the original freight bill "'List accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Whereman lfaeturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess fi-eight will be deducted front Invoice when shipments are made from greater distance. Permits- Seller shall procure at sellers sole cost all necessary permits, cetifieates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, tenitmy 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 connect agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said patties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary m additional tens and conditions annexed hereto or incotpomted herein by reference. Any additional or different terns and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT inunediately if you cannot stake complete shipment to all on your promised delivery date as noted. Time is ofthe essence. Delivery and petrfomnance nast be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial late deliveries, shall operate as a waiver of this provision. In the event ofanydelay-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 findamages as a result of delays due to causes not reasonably foreseeable which a e beyond its reasonable control and without its fault of negligence, 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 of the time when the Seller first received knowledge thereof. In the event of any such delay. the date ofdelivery shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warants that all goods, articles, materials and wink coveted by this order will confona with applicable drawings, specifications, samples and/or other descriptions given, will be lit for the purposes intended. and performed with the highest degree of care and competence in accordance with accepted siondardis tier work of a similar nature. The Seller agrees to hold the purchaser harmless fiom any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or "take good, without cost to file purchaser, any defects of faults at within one ( I ) year or within such longer period of lime as nay be prescribed by law or by the tents of any applicable wmr-anty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be Out delayed), resulting front inipet feet of defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this Waranty. 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 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 make changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the teens, other than legal terns, including additions to or deletions fiom the quantities originally orde ed in the specifications or drawings, by verbal of written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. G. TERMINATIONS. The Purchaser may at anytime by written change order, terminate this agreement as to any of 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 Purchase shall not be liable for any clains for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjusoncnt be made in la— ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination 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 fronh the date the change of 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 at subject. The Seller shall execute and deliver such documents is may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated heein by this reference. The Seller agrees to indemnify and hold the Purchase harmless from all costs and damages suffered by the Purchaser as a result ofthe Sellers failure to comhply 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 ofthe Colorado Constitution ("Article XX V I I I"), then the provisions of Section 15 of Article XX V I I I are hereby incorporated into this [Agreement]. In such a case, if the [Cont-acmri of any other person who is "contract holder" as defined in Section 2(4.5) ofArticle XXV II I intentionally violates Section 15 or Section ] 7(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to ]told ony sole source governmen 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, of any monies due or to become due hereunder without the prior written consent ofthe other party. 10. Thf LE. The Seller warrants till, clear and unrestricted title to the Purchaser for all equipment. materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions. reservations, security interest encumbrances and claims of othcrs- I I. NONWAIVER. Failure of the Purchaser to insist upon strict performance ofthe terns and conditions hereof failure or delay to exercise any rights of 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 ofany ofthe warmnries or obligations of this purchase order and shall not be deemed a waiver of any right ofthe purchaser to insist upon strict performance hereof of any of its rights or remedies as to any such goods, regardless of when shipped, received nr accepted. as to any 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 ofthe terms hereof 12. ASSIGNMENT OF ANTITRUST CLAIMS" Seller and the Purchaser recognize that in actual economic practice. overcharges resulting from antitrust violations me in fact borne [)Ville I'urchaser. Theretofore, for good cause and as consideration for executing this purchaseordei, the Seller hereby assigns to the Purchaser any and all claims it niay now have or hereafter acquired under federal or state antitrust laws forsuch overcharges relating to the patticulai goods of services purchased of acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. I f 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 or unwillingness to comply, the Put hasei 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. The Seller shall release the Purchaser and its contractors ofany net from all liability and claims of any nature resulting fi-on the performance 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. The Seller's Wan actrtal obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is pet tonned or caused to be perfonmed by the Purchaser_ 14. PATENTS. Whenever the Seller is required to use any design. device. material of process covered by letter, patent, trademark or copyright, the Seller shall indennhily and save harmless the Purchaser from arty and all elains for infiingentent byreason ofthe use of such patented design, device, material or process in connection with the contract, and shall indenaify the Purchaser fir otry cost. expense or damage which it may be obliged to pay by reason of such infringement at illy time during the prosecution or after the completion ofthe work. I it case said equipment, of any part thei eof et. the intended use ofthe goods. is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall. ❑t its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans. replace the strme with substantially equal but non-infi ineing equipment. or modify it so it becomes noll-infi inging. 15. INSOLVENCY_ If the Seller shall become insolvent or bankrupt, make an assignment for the benefit ofereditois, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. In. GOVERNING LAW. The definitions of terms used -or the interpretation of the agreement and the rights of all patties hereunder shall be construed raider 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 Repiesenmtive(s). on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carryon said work at Seller's own risk until the same is filly completed and accepted, and shall, in case of any accident, destruction of injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to die satisfaction ofthe Purchaser. When nmtei ials and equipment are fiunished by others fin installation of erection by the Seller, the Seller shall receive, unload, stoic and handle scone at the site and become responsible therelor as though such materials and/or equipment were being fi raished bythe Seller unde the order. I8. INSURANCE. l'he Seller shall, at his own expense, provide for the payment of woddes 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 cant' comprehensive geneal liability including, but not limited to, contractual and automobile public liability insurancewith bodily injury and death limits of at least S300,000 fur any one person, 5500,000 for any one accident and property daniage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to provide for such coinpcnsotiou and insurance_ Befin-e any of the Sellers or his contractors employees shall do any work upon the premhises of others. the Seller shall finnish the Purchaser with a certificate that such eomhpensation and insurance have been provide[ Such certificates shall specify the date when such compensation and instuauce 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. l"he Seller hereby assumes the entire responsibility and liability fir any and all darage, loss or injury of any kind of nature whatsoever to persons or property caused by or resulting fiom 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 ufficeis, agents and employees front and against any and all claims, losses, damages. charges of expenses. whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason ofany act. action, neglect. omission or default on the prat ofthe Seller. any oflus contractors, or any ofthe Sellers or contractors officers, agents or employees. In case any suit of other proceedings shall be brought against the Purchaser, of its offices, agents or employees at any tine on account or by reason of any act, action, neglect, omission of default ofthe Seller of any of his contractors m 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 othei expenses, any mild al I judgments that maybe incurred by of 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 patties in ors a result of act, suits or other proceedings. the Seller will at once cause the sane to be dissolved and discharged by giving bond or otherwise. The Seller and his connectors shall take all safety precautions, famish and install all guards necessary fur 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 040009