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HomeMy WebLinkAbout103941 CITY OF FORT COLLINS MISC - PURCHASE ORDER - 9957338Date: 12/8/2009 F6rt Collins Page Number: 1 Purchase Order Number: 9957338 Delivery Date: 12/8/2009 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 177,002.04 Mason Corridor BRT 2-way conversion Total R- 0Az-X-QY- City of Fort C91,fin# Director of Purchasing and Risk Management This order is HkLValid 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 $177,002.04 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 I)om state and local taxes. Our Exemption Nunmher 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. Chapwr 39-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to def •cts 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 Foil Collins. Inspection. GOODS are subject to the City of For Collins inspection on :sown Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payment on the part of the City of Foil Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Teams. Shipments must be RO.B., City of Fun Collins, 700 Wood Sr.. Port Collins. CO 80522. unless otherwise specified on this order. Ifpernussion is given to prepay Height and charge sepm'ately. the original Height bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in vatiuus parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted fiom Invoice when shipments 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, 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 front and against all liability and loss incurred by therm 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 OFTERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and any supplementary or additional tears and conditions annexed hereto m incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and pet fern snce nest be effected within the Tillie stated on the purchase order and the documents attached hereto. No acts of the Iurchasers including. without limitation, acceptance ofpatial late deliveries, shall operate as a waiver ofthis provision. In the event ofanydelav, 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 ot'delays due to causes not reasonably foreseeable which are beyond its reasonable control and wilhuw its finish ofnegligence, such acts of God, acts of civil or military authorities, governmental priorities, fires. strikes, flood, epidemics, wars or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days ofthe title when the Seller first received knowledge thereof. In the event ofaurysuch delay, the date of deliveryshall be extended for the period equal to the time actually lost by reason ofthe delay. ).WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable dranvings, specifications, sanmples and/or other descriptions given• will be fit fioi the pa'poscs intended. ;all peribnned 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 fiom any loss. damage or expense which the Purchaser may Muller or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make good without cost to the purchaser, any defects m faults arising within one (I) year or within such longer period uftinne as ncq•Ipe pnscriled by law or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably dela)-ed), resulting fiom innperfect or defective work clone or materials furnished 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 lot egoing warranties or guaramees• 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. 'file Purchaser may make changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may malke any changes to the terms, other than legal terns. including additions to or deletions fiom the quantities originally ordered in the specifications or drawings, by verbal or written change order. I f a ny such change affects the amount due or the time of performance hereunder• an equitable adjustment shall be made 6. TERMINATIONS. The Purchaser mayat anytime by written change order, terminate this agreement as to any or all potions ofthegoods then not shipped, subject to any equitable adjustment between the parties as tap any work urn materials then in progress provided that the Purchaser shall not be liable for any claims for anicipated prof its on time uncompleted portion ofthe goods and/or work, for incidental or consequential damages. and that nu such adjustment le made in favor of the 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 fiom 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 firnished 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 ate hereby incorporated herein by this reference. The Seller ❑grces to indemnify and hold the Purchaser hamiless from all costs and damages suffered by the Purchaser as a result ofthe Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source government contact" within the nmeanine of Article XXVIII ofthe Colorado Constitution ("Article XXVIII"), Then the provisions of Section 15 ofAriche XXVIII ante hereby incorporated into this [Agreement]. In such a case, if the [C'ontranorl or any other person hvho is "contract holder" as defined in Section 2(4.5) of Article XXVIII intentionally violates Section 15 or Section 17(3) of Article XXVIII. then the [Contractor] agrees it shall be ineligible to hold am sole source government contract. or public employment with the state of Colorado or any of its political subdivisions. fin three ,years. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become clue hereunder without the prior written consent ofthe other party. The Seller mrrrains fill, clear and unrestricted title to the I'urchaser for all equipment, materials, and items furnished in pert[mnance of this agreement, tree and clear of any and all liens, restrictions• reservations, security interest encumbrances and clainss of other:s. 11. NONWAIVER. Failure of die Purchaser n) insist upon strict performance of the tents and conditions hereof, firlure or delay to exci cise any rights or remedies provided herein or by law, 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 of any ofthe warranties or obligations of this purchase under and shall not be deemed a waiver of any right ofthe 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 ofthe terns hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the I'urchnser recognize thin in actual economic practice, overcharges resulting fiom antitrust violations are in fuel home by the Purchaser. Theretofore, for good cause and as consideration for executing this purehaseorder, the Seller hereby assigns to the Purchaser any and all clains it may now have or hereafter acquired under federal or state antitrust laws to] such overcharges relating to the paticula 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 Purchaser and the Seller, and the Seller thereafter indicates its inability aunwillingness to comply. the Purchaser may cause the work to be pet fimned by the most expeditious oceans available to it, and the Seller shall pay all costs associated with such work. 'file Seller shall release the Purchaser and its contractors ofany tier from all liability and clains ofany 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, infects and employees ofsuch pony. The Seller's contractual obligations, including warranty. shall not be deemed to be reduced, in any way, because such work is performed un' caused m be performed by the Purchaser. 14. PA'ITN ] S. Whenever the Seller is required to use any design, device material or process covered by letter, patent, trademark m copyright. the Seller shall indennify and save harmless the Purchaser fionn any and all claims for infiingement byreason ofthe use ofsuch patented design, device material or process in connection with the contract. and shall indennnifythe Purchaser fin' ❑ny cost. expense or damage which it may be obliged to pay by reason of such infiingement at anytime during the prosecution or after the completion ofthe work. In case said equipment. or any part thereofor the intended use ofthe goods. is in such suit held to constitute inflingenhent and the use of said equipment or pan 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 puts. replace thesarme with substantially equal bill non-infi-inging equipment, or modify it so it beeonmes nun -infringing. 15. INS01_V ENC Y. If the Seller shall become insolvent or bankrupt• stake an assignment for the benefit ofcreditors, appoint a receiver or trustee tin- any of the Sellers property or business. this order may forthwith be canceled by the Purchaser without liability 16. GOVERNING LAW. The definitions of terns 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 perfimn work hereunder, including the services of Sellers Representative(s). on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall cant' on said work at Seller's own risk until the same is filly completed and accepted and shall, in case of ❑n), 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 ofthe Purchaser. When materials and equipment are lirmished by others for installation or erection by the Seller. the Seller shall receive. unload, store and handle same at the site and beconhc• responsible therefor as though such materials and/or equipnnenl were being furnished bythe Seller under the order. 18, INSURANCE - The Seller shall, in his own expense, provide for the payment of workers compensation. including occupational disease lenelits. 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, contractual and automobile public liability insurance with bodily injury and death limits of at least S300,000 for any one person. S500.000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any ofthe Sellers or his contractors employees shall do any work upon the promises oforhrrs, the Seller shall furnish the Purchnser 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 due when such compensation and insurance expires. The Seller agrees that such cnmmpensation and insuraunce shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. -file Seller hereby assunhes the entire responsibility and liability for any and all damage. loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. 'file Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers oticers, agents and employees from and against any and all clains, losses, damages, charges or expenses, whether direct m indirect. and whether to persons or property to which the Purchaser nmay be put or subject by reason of any act, action, neglect, omission or default on the pat ofthe Seller, any of his contractors, or any of the Sellers or conumcnn s officers. agents or employees. 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 m default of -the Seller of any of his contractors or any of its or their officers, agents urn employees as aforesaid, the Seller hereby agrees Masson le 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 may be incurred by or obtained against the I'urchaser or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgnnent or other lien le placed upon or obtained against the property ofthe Purchaser, m said parties in oral aresult of such suits or ut her proceedings. the Seller will at once cause the sari to be dissolved and discharged by giving bond m otherwise. The Scllcr and his contractors shall take all safely precautions. furnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation. the Occupational Satety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2009