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HomeMy WebLinkAbout109447 INDEPENDENT SALT COMPANY - PURCHASE ORDER - 9957316Date: 12/8/2009 City o F6rtc'ollins Page Number: 1 Purchase Order Number: 9957316 Delivery Date: 12/7/2009 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 2831 Tons at $52.98 per ton per MAPO Bid 7040 2009-165 Total R 0 Ar[..c-x-'C - City of Fort CqffinDirector of Purchasing and Risk Management This order is HIAValid 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 149,986.38 $149,986.38 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 Full Collins is exempt from state and load taxes. Our Lxemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-60005S7 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-10. 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 Foil Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on an ival. Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this Under can result in authorized payment on the part of the City of Fort Collins. However. it is to be understood that FINAL ACCEPTANC.L is dependent upon completion of all applicable required inspection procedures. Freight Teens. Shipments must be P.O.B.. City of Fort Collins. 700 Wood Sl_ furl Collins. CO S052'. unless otherwise specified on this order. Ifpennission is given to prepay freight and charge separotely, the original height bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of tine country, shipment is expected front the nearest distribution point to destination, and excess freight will be deducted From 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 For Collins harmless front 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 arc, in fact, bung fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and any supplementary m additional terns and conditions annexed hereto or incorporated 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 shipment to all on you' promised delivery date m noted.']'rule is ofthe essence. Delivery and perfimnance Must be effected within the time stated on the purchase order and the documents attached hereto. No acts ofthe Purchasers including. without limitation, acceptance of partial late deliveries, shall operate m a waiver of this provision. In the event of any del: y' 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 lot damages as ❑ result of delays title to causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofnegligence. such acts of God, acts of civil m 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 live (5) days ofthe lime when the Seller first received knowledge thereof. In the event ofany such deftly, the date oftleliveiy shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will confinna with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended. and perlin led with the highest degree of care and competence in accordance with accepted standards fin work of a similar nature. The Seller agrees to hold the purchaser harmless front any loss• damage ur expense which the Purchaser may suffer or incur on account ofthe Sellers breach Of wan am,. The Sellcr shall replace repair or stake good. without cost to the purchaser• any defects or faults arising within one (1) ,year or within such longer period oftime its may be prescribed by law m by the tenors of any applicable warranty provided by the Seller after the (late of -acceptance of the gon(Is furnished hereunder (acceptance not to be out delayed). resulting fi out inrperlcct or defective work dune or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of nay claim under this warranty. Except as otherwise provided in this purchase order. tile Sellers liability hereunder shall extend to all damages proximately caused by the breach of any ofthe 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 nuke 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 front the quantities originally ordered in the specifications or drawings. by verbal or written change order. I f any such change affects the amount due m the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, tenninate 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 fix anticipated profits on the uncompleted portion of the goods and/or work, for incidental m consequential damages, and that no such adjustrnent be made in tbvor of the Seller with respect to any goods which are the Sellers standard stock. No such ternninatiun 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 tennination 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 laws and regulations to which the goods are subject. The Set Ier shall execute anti deliver such documents as may be required to effect or evidence compliance. All Imes and regulations require(] to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Sella agrees to indemnify and hold the Purchaser harmless front all costs and damages su]Taed by the Purchaser as a result of the Sellers failure to comply with such Inv. If and only to the extent this [Agreement] constitutes a "sole sOurce government contract" within the meaning of Article XXV III ofthe Colorado Constitution ("Article XXVII I"). then the provisions of -Section 15 of Article NXVIII are hereby incorporated into this [Agreement]. In such a case. if the [ContrnctorI or ;uy other person who is a "contract holder" as defined in Section 2(4.5) of Article XXV I II intentionally viOlmes 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 emplo)anen with the state of Colorado or any of its political subdivisions. tit three %eats. 9. ASSIGNMENT. Neither party shall assign, transfer. m convey this order, or any monies clue Or to become due hereunder without the prior written consent of the other party. 10_TITLE. The Seller tvmTants full, cleat and unrestricted title to the Purchaser for all equipment, materials, and items furnished in pertUnmancc of this agreement, lice and clear of any and all liens, restrictions. reservations, security interest encumbrances and claints of others. 11. NONWAIVER. Failure of the Iurchaser to insist upon strict perfixntance of the terns and conditions hereof, failure or delay to exercise any tights or remedies provided herein or by lama, failure to promptly notify the Seller in the event of a breach. the ❑eceptance of or payment tier goods hereunder or approval of the design, shall not release the Seller of any ofthe warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict pa'fonnance hereof or any of its rights or remedies ❑s io any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any ptuported oral modification or I escission of this pit] chase• order by the Purchaser operate as n waiver of any of the Tents hereof. 1 _2. ASSIGNMENT OF ANTITRUST CLAIMS. Scllel and lire I'tuchaser recognize that in actual economic practice, overcharges resulting fi'ona antitrust violations are in Tact bonze by the Purchaser. Theretofixe, fxgood cause and as consideration for executing this purchwc order, the Seller hereby assigns to the Purchaser any and all claims it may now have or ]let eafter acquired under federal or state antitrust laws for such overcharges reltuing to the particular goods orservices purchased or acquired by the Ptuclimer pursumat 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 Nnchanr and tine Seller, and the Seller thereafter indicates its inability Or unwillingness to comply, the Purchaser maay cause the work to be pet fontted by the most expeditious means available m it. and the Seller shall pay all costs associated with such work. 'file Seller shall release the Purchaser and its contractors ofanv tier fiont all liability and claims of any nature resulting font the pediumance of such work. This release shall apply even in the event of fault of negligence ofthe parry rele;used and shall extend to the directors, officers and employees of such party. The Seller's contmclual obligations. including wanartty. shall not be deemed to be reduced, in any way, because such work is perlbruled ur caused to be pertbnned by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device• material or process covered by letter. patent. tradennark Or copyright. the Seller shall indenmify and save harmless the Purchaser front any and all claims for infingentent by reason of the use ofsuch parented design. device, material or process in connection with the contract, and shall indemnify the Purchaser fix any cost. expense or danuge which it maybe obliged to pay by reason of such infi ingentent at anytime during the prosecution or tiller the completion of tltc work. In case said equipment• or any part thercofor the intended use ofthe goods, is in such suit held to constitute inflingennent and the use of said equipment or pan is enjoined, the Seller shall. nt its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pat ts. replace the same with substantially equal but non -infringing equipment• or ntodi fy it so it beconxs nun -in li inging. 15. INSOLVENCY. II the Seller shall Ixconae insolvent or bankrupt. stake an assignment for the benefit ofcreditors, appoint a receiver or trustee fix :arty ofthe Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. 'I he definitions of toms 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 - 'fire lidloariug Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Itepreseutative(s). on the premises of others. IT SELLERS RESPONSIBILITY. The Seller shall carryon 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 befoic Seller's final completion and acceptance, onrplete the work to Seller's own cymnse and to the satisEtction ofthe Purchaser. Wlien materials and equipment are 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 furnished by the Seller antler the order. IS. INSURANCE. The Seller shall at his own expense, provide ibr the payment of workers compensation, includuag occupational dise;ac benefits, to its employees employed on m 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 bone. The Seller shall also carry comprehensive general liability including, but not limited to. contractual and automobile public liability insurancewith bodily injury and (Ica[h limits of at least S300.000 finany one person. $500.000 for any one accident and property (hunage limit lie[ accident of .$400 000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Bernie airy ofthe Sellers or his contractors employees shall do any work upon the premises of others. the Sellcr shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such eertifieates shall specify the date when such compensation and insumnce have been provided. Such ceitifcates 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. I he Seller hereby assumes the entire responsibility and liability lot 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. The Seller will indemnify and hold harmless the Purchaser and anvor all of the Purchasers oficers, agents and employees hunt and against any and all claims. losses. damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser maybe put or suhjeet by reason ofanv act. action. neglect. omission or default on the part of the Seller. any ofhis contractors, m anyofthe Sellers or contractors 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 or deF,udt ofthe Seller of any of his contractor or :any of its or their officers, agents or employees m aforesaid, the Sellcr 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 is 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 ofthe Purchaser, or said parties in oral a result of -such suis or ocher proceedings, the Seller will at once cause the saute to be dissolved and discharged bygivingbond or otherwise. The Seller and his connectors shall take all saleq• precautions, furnish and install all guards necessary for The prevenlion 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 04/2001)