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HomeMy WebLinkAbout108423 VOGEL CONCRETE INC - PURCHASE ORDER - 9957218Date: 12/2/2009 City of FF,6,-rt Coltins Page Number: 1 Purchase Order Number: 9957218 Delivery Date: 12/2/2009 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 11 LOT EMIGH LATERAL STSWR PROJ 6456 Total City of Fort C in Director 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 13,259.00 $13,259.00 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 Foil Collins is exempt fionn state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Rcgisuy 54-6000587 is registered with the Collector of Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26. 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 instrnctions ham the City of Foil Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authm ized payment on the pail of the City of Foil Collins. However, it is to le understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments nnust be F.O.B., City of Foil Collins, 700 Wood St., Fort Collins, CO 50522, unless otherwise specified on this order. If permission is given to prepay freight and charge sepnrately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts ofthe country, shipment is expected fromthe nearest distribution point to destination, and excess height will be deducted float Invoice when shipnnenis 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 [he work of vendor. Seller further agrees to hold the City of Fort 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. ot dinances. rules and requirements. Authorization. All parties to this contract agree that the representatives at in tact, bona tide and possess fill and complete authority to bind said parties. LI M ITATION OF TERMS. This Purchase Order expressly limits acceptance it) t he t erns and conditions stated herein set forth and any supplementary or additional terns and conditions annexed hereto or incorporated herein by refetence- Any additional or different tens and conditions proposed by seller are objected to zinc] hereby rejected. 2. DELIVERY. PLEASE ADVISE- PURCHASING AGENT immediately ifyou cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and perhixntance nntst be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpailial late deliveries, shall operate as 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 dannages. However, the Seller shall not be liable fix danxtges as a result of delays due to causes not reasonably toreseenble which are beyond its reasonable control and without its fiwlt of negligence. 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 of the tinte when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery 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 conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for uvork of a similar nature. 'rhe Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser nnay suffer or incur on account ofthe Sellers breach of wananty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as maybe prescribed by law or by the tennis of any applicable wananty provided by the Seller alien the date ofacceptance ofthe goods fumished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done m materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this wananty. Except as otherwise provided in this put chase 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 tray make changes to legal terns by written change orelcr. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, other than legal terms, including additions to or deletions fionuhe quantities originally ordered in the specifications m 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 made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement ns to any or all portions ofthe goods then not shipped, subject to any equitable adjustment between the parties as to any work or nnterias then in progress provided that the Purchaser shall not be liable for any elaints for anticipated profits on the unconnpleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjusnnent be anode in Cavort ofthe Seller with respect to any goods which are the Sellers standard stock. No such ternnination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim fm adjustment must be asserted within thirty (30) days from the date the change m ternnination 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. -file Seller shall execute and deliver such documents as nnay be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements ofthis character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suflered 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 XXVI I I ofthe Colorado Constitution ("Article XXV II I"), then the provisions of Section 15 ofArlicle XXV I I I are hereby incorporated into this [Agreement]. In such a case, if the [Contractor] m any other person who is a "contract holder" as defined in Section 2(4.5) ofAmicle XXVIII intentionally violates Section 15 m Section 17(2) of Article XXV I 11, then the [Connector] agrees it shall be ineligible to hold any sole source government conti act. 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, or any monies due m to become clue hereunder without the prior written consent of the other party. to.Tri'LE. The Scller tv: t i ants hill, clear and unrestricted title to the Purchaser f r all equipment, nnterials, and items fumished in perlot mance of this agi eement. five and clear of any and all liens, restrictions, reset vations. security interest encumbrances and claims of otheis. I I. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the temis 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 bl each. the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of any ofthe warranties or obligations ofthis purchase order and shall not be deemed a waiver ofany 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 m subsequent default hereunder. not shall any purported oral modification or rescission ofthis purchase order by the Purchaser operate as a waiver of any ofthe terns hereof. 12. ASSIGNMENT OF AN'rrrRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fiont antitrust violations are in fact horse by the Purchaser. Theretofore, fin good cause 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 antitrust laws fix such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. I'URCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. • If the Purchaser directs the Seller to collect nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller. and the Seller thereafter indicates its inability m unwillingness to comply, the Purchaser 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 tier fionn all liability and claims ofany nature resulting fronn the performance of such work. This release shall apply even in the event of fault ofnegligence ofthe patty released and shall extend to the directors. officers and employees of such party. The Seller's contractual obligations, including warranty, shall not lie deemed to be reduced, in anyway, becausesuch work is perloi nned or caused to be performed 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 Scller shall indemnify and save harmless the Purchaser fi onn any and all claints for infiingement by reason ofthe use of such patented design, device, nnaterial m process in connection with the contract, and shall indemnify the Purchaser fix any cost, expense or dannage which it nnay be obliged to pay by reason of such infringement at anytime during the prosecution or after the completion ofthe work. In case said equipment, orally pan thereafor the intended use of [he goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Scller shall. at its own expense and at its option. either procure for the Purchaser the right to continue using said equipment m pans, replace the sarne with substantially equal but non-inhinging equipment, or modify it so it becomes nun-infiinging. 15. INSOLVENCY. I f the Seller shall become insolvent or bankrupt, stake an assignment for the benefit of creditors, appoint a receiver m trustee for any ofthe 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. 'file following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Kepresentative(s), on the premises of others. 17. SELLERS 10iSPONSIBILITY The Seller shall cant' on said work at Seller's own risk until the same is (idly completed and accepted. and shall, in case ofany accident. destruction or injury to the work and/or nnterials before Scller's final completion and acceptance, complete the work at Seller's own expense and to the satisf ction of the Purchaser. When materials and equipment me furnished by others fix installation or erection by the Seller. the Seller shall receive. unload, store and handle same at the site and become responsible dnerefim as though such nnterials and/or equipment were being furnished by the Seller under the order. IS. INSURANCE. The Scller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase on der. 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 cant' comprehensive general liability including, but not limited to, contractual and automobile public liability insurancewith bodily injury and death limits of at least S300,000 for any one person. $500,000 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 premises of others, the Seller shall furnish the Purchaser 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 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. The Seller hereby assumes the entire responsibility and liability for any and all dannage, loss or injury of any kind or natter whatsoever to persons or property caused by or resulting front 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 officers. agents and employees from and against any and all claims, losses, damages. charges or expenses, whether direct or inelu ect. and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect. omission or default on the pat ofthe Seller, any of his connectors. m any of the 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 default ofthe Seller of any of his contractors or 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 ally and all costs, charges, attorneys fees and other expenses, any and alljudgments that may be incurred by or 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 ofthe Purchaser, or said parties in oral aresult of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Sellcr and his contractors shall take all safety precautions, famish 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 Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2009