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HomeMy WebLinkAbout130144 POTTERS INDUSTRIES INC - PURCHASE ORDER - 9267F6rt of I Alllllllllllllll� Page Number: 1 Date: 12/9/2009 Annual Purchase Order Number: 9267 Delivery Date: 1/6/2009 Buyer: STEPHEN, JOHN Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Qty/Units Description Extended Price 2 1 LOT 10,000.00 Pavement Marking Beads addendum R 0Ae.,4A -.7— City of Fort CqffinDirector of Purchasing and Risk Management This order is n alid over $5000 unless signed by James B. O'Neill 11, 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 Total $10,000.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions 1. COMMERCIAL DETAILS. Tar exemptions. By statute the City of Fort Collins is exempt tiom state and local taxes. Our Exemption Nunnlxr is 93-04502. Federal Excise Tax Exemption Certificate of Registry 54-6000587 is registered with the Collector of I mental Revenue. Denver, Colorado (Ref Colorado Revised Slat tiles 1973. Chapter 39-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or clue to defects of danuge 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 o i a" iv:d. 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. liowever, it is to be understood that FINAL ACCEPTANCE: is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments must be P.O.Q.. City of Fort Collins. 700 Wood St_ Fort Collins. CO 80522, unless otherwise specified on this order. Ef permission is given to prepay height and ch:uge separately, the original height bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country. shipnxta is expected for the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments art 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, territory or political subdivision where the work is performed, or required by any other duly constituted public autlnu ily having jurisdiction over the work of vendor. Seller further agrees to hold the Cityof Fort Collins harmless to nn and against all liability and loss incurred bylhenn 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 fret, 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 froth and any supplementary or additional terms and conditions annexed hereto or incorlxxated 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 immediately if you cannot make complete shipnnent to arrive on your promised deliverydate m noted. Time is of the essence. Deliveryand pertionnance must be elected within the time stated on the purchase order and the documents attached hereto. No acts of die Purchasers including. without limitation, acceptance ofpartial lore deliveries, shall operate ns a waiver ofthis 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 fill dannages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence. such acts of God, acts of civil or military authorities, governmental priorities. tires. 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 little when the Seller first received knowledge thereof. In the event of any such delay, the date ofdelivery shall he extended for the period equal to the tittle actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles. nmterials and work courted by this order will conform with applicable drawings, specifications, samples and/or other descriptions given. will he fit fix the purposes intended, and performed with the highest degree of care and competence in accordance with accepted stand;uds fix will ofa sinnilar nature. The Seller agrees to hold the purchaser harmless front any loss. damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wananty. The Seller shall replace. repair or stake good, without cost to the pul chaser. aqv defects or faults arising within one ( I ) year or within such longer period of tinne as may be prescrilxd by Lev or by the teens of any applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting limn imperfect or 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 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 lotegoing 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 ally make changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, 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 time of performance hereunder, an equitable adjustment shall be trade. 6. TERMINATIONS. The Purchaser nay at anytime by Written change order. terminate this agreement as to anv or all portions ofihe goods then not shipped, subject to any equitable adjustment between the parties as to :my work or natenals then in progress provided that the Purchaser shall not be liable for any claints for anticipated profits on the uncompleted portion of the goods and/or work. for incidental or consequential damages. and that no such :adjusonent lie made in tavor 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 clains for adjustment ml6t be asserted Within thirty (30) days from 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 furnished in strict compliance With all applicable Imes and regulations to Which the goods are subject. The Seller shall executeand 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 m 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 XXVIII of the Colorado Constitution ("Article XXVIII" ). then the provisions of Section 15 ofAnicle XXV III are hereby incorporated into this [Agreement]. In such a case. if the [C'ontractorI 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 [Contractorl agrees it shall be ineligible to hold any sole source government contract. or public employment with the state of Colorado or any of is political sulidivisions. tix three vears. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to beconne due hereunder without the prior written consent of the other party. 10. TITLE. 'file Seller wartants fill, clear and unrestricted title to the Purchaser For all equipment. natei ills, and items fintnished in performance of this agreement. flee and clear of any and all liens, restrictions. reservations, security interest encumbrances and claims of others. 11. NON'WAIVER. Failure of the Purchaser to insist upon strict performance of the tents and conditions hereof. failure or delay to exercise:uny rights or remedies provided herein or bylaw, failure to promptly notify the Seller in the event ofa breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller ofany of the warianties a obligations ofthis purchase order and shall not be deemed a waiver ofany right ofthe purchaser to insist upon strict perfOr nuance hereof or any of -its rights or remedies as to ally 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 arty of the terms hereof. 11 ASSIGNML"N''I' Of- ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic pracl ice, overcharges resulting fi-om antitrust violations are in fact Nu lle by the Purchaser. Theretofixe, for good cause a nd as consideration for executing this purcl,se order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state lnuitiv5l laws for such overcharges relating m the particular goods or services 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 or defective goods by a date to be agreed upon by the I'rrchaser and the Seller. and the Seller thereafter indicates its inabilityor unwillingness to comply, the Purchaser may cause the will to be pet fomted 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 tier fioat till liability and claims ofany nature resulting Born the performance of such work. This release shall apply even in the event of fimlt of negligence of the party released and shall extend to the directors, officers and employees of such parry. The Sellers contractual obligations. including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be perfornied by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent. tmolennak or copyright. the Seller shall indemnify and save harmless the Purchaser fionn any and all clains for infiingentent by reason of the use ofsuch patented design. device, material or process in connection with the contract, and shall indemnify the Purchaser fin any cost. expense m damage which it maybe obliged to pay by reason of such infringement at any tinne during the prosecution or after the connpletion of the work. In case said equipment. or any pat thereof of the intended use of the goods, is in such suit held to constitute infi ingenlent 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 substantially equal but non -infringing equipment, or modify it so it bc(Ulues non-inti'inging. 15. INSOLVENCY. If the Seller shall beconne insohent or bankrupt. make an assignment for the benefit ofcieditors, appoint a receiver or trustee fix any of the Sellers properly or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tennis used or the interpretation of the agreement and the rights of till parties hereunder shall be construed under and eovenned by the laws of the Statc of Colorado, USA. The billowing Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Represeniative(s), on the premises ofothers. 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, ompleac the work at Seller's own expense and to the satisfaction ofthe Purchaser. When materials and equipment am 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 the[efix as though such materials and/or equipment Were being furnished by the Seller uncler the orcler. 18. INSURANCE. The Seller shall, at his own expense, provide for the p:rynnent 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 early comprehensive general liability including, but not limited to, contractual and automobile public liability insumncewith bodily injury and death limits of at least .$300,000 for any one person. S500.000 for any one accident and property damage limit Per accident of $400.000. 'file 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 tannish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insinance have been provided. Such certificates shall specify the Little when such compensation and insurance expires. The Seller agrees that such compensation :and insumnee shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINSI ACCIDENTS AND DAMAGES. 'the Seller hereby assumes the entire responsibility and liability for any and all damage. loss art injury of any kind or nature whatsoever to persons or property caused by or resulting front the execution of the 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 lions and against illy and all clains, losses. dannages, charges art expenses, whether direct or indirect, and whether to persons or property to Which the Purchaser maybe put or subject by reason ofany act, action, neglect. onnission or default on the part ofthe Seller. any ofhis contractors, or any ofthe Sellers or contractors officers. agents orennployees. In case any suit or other proceedings shall be brought against the Purchaser, ur its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or cleffault of the Seller ofany of his contractors or nny of its m 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 till costs, cleuges, attorneys fees and other expenses, any and all judements that maybe inclined by or obtained against the Purchaser or any of its or their oficers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the properly of the Purchaser, or said parties in or as a result ofsuch Buis or other proceedings. the Seller will at once cause the same to be dissolved and discharged bygivingbond or otherwise I he Seller and his contractors shall take all safety precautions. furnish and install all gtuuds necessary for the prevention of accidents. comply with all laws atnci 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