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HomeMy WebLinkAbout119773 DISTINCTIVE WELDING INC - PURCHASE ORDER - 9441Date: 12/1/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9441 Delivery Date: 12/1/2009 Buyer: 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 Tennny Court Screen Wall Total A City of Fort CgWinf Director of Purchasing and Risk Management This order is rfQLthalid 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 4,900.00 $4,900.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Ternis and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt firm state and local taxes. Out Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Regisuy 84-60005S7 is registered with the Collecrot of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39 26, 114 (a)r 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 aedit 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 Fort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services of equipment in response to this order can result in authorized payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terms. Shipments must be F.O.B., City of Fort Collins. 700 Wood St., Fort Collins. CO 8051_2, unless otherwise specified on this order. Ifpermission is given to prepay fieight and charge separately, 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 of the county, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted front Invoice when shipments are made from greater distance. Permits. Seller shall In at sellers sole cost all necessary permits, cat ificwtes and licenses requited by all applicable Imes, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is perforated, of 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 hammless fi out and against all liability and loss incun ed by them by reason of an asserted of established violation of any such laws, regulations, ordinances. roles and requirements. Authorization. All parties to this contract agree that the representatives ae, in fact. bona tide 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 or additional terms and conditions annexed hereto or 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 arive on your promised delivery date as noted. Time is of the essence. Delivery anti perfruniance i n st be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of patial late deliveries, shall operate as a waiver of this provision. In the event of any delay, 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 tit damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofnegligence, such acts of God, acts of civil or military authorities, governmental prim ities, fires, spikes, 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 of delivery shall be extended for the period equal to the time actually lost by reason of the 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 fit the purposes intended, and performed 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 from any loss. damage or expense which the Purchasecmay suffer of incur on account of the Seller's breach ofwarranty. 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 tine as nmay beprescribed by law or by the tens of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by tine 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 pioxintately 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 ortter. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terns, including additions to or deletions front the quantities originally ordered in the specifications or drawings, by Net of written change older. I f any such change affects the amount due or the time of performance hereunder, an equitable adjustnment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, tenninale this agreement as to any or all portions ofthe goods then not shipped, subject to any equitable adjustment between the parties as to way work of materials then in progress provided that the Purchaser 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 adjustinent benmde in favor ofthe Scller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser m the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must beasserted within thirty (30) days from 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 lurnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as nay 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 to 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 ofthe Colorado Constitution ("Article XXVIII"), then the provisions of Section 15 ofAr icle XXV III ate hereby incorporated into this [Agreement]. In such a case, if' the [Contractor] or any other person who is a "contract holder" as defined in Section 2(4.5) ofAniele XXVIII intentionally violates Section 15 on Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible mi hold any sole source governnment 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, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller wanaus fill, clear and unrestricted title to the Purchaser for all equipment, materials, and items fumished in performance of this agreement, free and clear of any and all liens, restrictions. reservations. security interest encumbrances and claims of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict perfoniiaue of the terais 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 breach, the acceptance of or payment for goods hereunder m approval of the design, shall not release the Seller of any of the warranties m obligations of this purchase order and shall not be deemed a waiver of any right of the pur chaser to insist upon strict perfornnnce hereof or any of its rights or remedies :s to any such goods, regardless of when shipped, received of accepted. as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission el'this purchase order by the Purchaser operate as a waiver of any of the tens hereof, 12. ASSIGNMENT 017 ANTITRUST CLAIMS. Seller anti the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact borne by the Purchaser. Theretofore. for good cause and as consideration fur executing this purchaseorder, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state antitrust Imes lit such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCIiASFRS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforaiing or defective goods by a date to be agreed upon by the Purchaser and the Seller. and the Seller thereafter indicates its inability of unwillingness to comply. the Purchaser may cause the work to be pet fomed 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 of any t ier from all liability and claims of any nature resulting foul the performance of such work. ']'his release shall apply even in the event of fault of negligence of the poly released and shall extend to the directors, of ecis and employees ofsuch party - "file Seller's contractual obligations. including wannnty, shall not be deemed to be reduced, in any way, because such work is perfumed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Scller is required to use any design. device. material of process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infiingement byieason of the use ofsuch patented design, device, material m process in correction with the contract, and shall indemnify the Purchaser for any cost, expense or danage which it maybeobliged to pay by reason of such inf ingement at any time during the prosecution m after the completion ofthe work. In case said equipment, or any part thereoforthe intended use of the goods. is in such suit held to constitute infringement and the use of said equipment or pat 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 m pat ts. replace the same with substantially equal but non -infringing equipment, or modify it so it beconies nun -infringing. 15. INSOLVENCY. I f the Seller shall become insolvent or bankrupt, make an assignment fertile benefit ofereditoi s, appoint a receiver or trustee far any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tcrnts used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the State of C'olmado, USA. - The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Represeutative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carryon said work at Seller's own risk until the same is fully completed and accepted, and shall, incase of any accident. destruction or injury to the work and/or materials before Seller's final completion and acceptance. complete die work ar Seller's awn expense and to the satisfaction ofthe Purchaser. When mmatei ials and equipment are furnished by others f n 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 under the order. 18. IN'SURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation. including occupational disease benefits, to its enployees 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 done. The Seller shall also cant' comprehensive general liability including, but not limited to, contractual and automobile public liabilityinsmancewith bodily injury and deadr limits ,far least $300,000 for any one person, .$500,000 fit 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 ;tad insurance. Before any of the Sellers of his contractors employees shall do any work upon the premises of others. the Seller sha11 famish 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 DAMAGE'S. The Seller hereby assumes 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 of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any m all of the Purchasers oflicers, agents and employees fiom and against any and all claims, losses, damages. charges or expenses, whether direct or indirect, and whether to persons or properly to which the Purchaser maybe put or subject by reason of a y act, action, neglect, omission or default on the pan of the Seller, any of his contractors. or any of the Sellers or contractors officers, agents m employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers. agents or employees at anytime on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers. agents or employees as aforesaid, the Seller hei chy 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 alljudgnments that may be incurred by m obtained against the Purchaser or any of its or their oflicers, agents or employees in such suits or other proceedings, and in case judgment of other lien be placed upon of obtained against the property of the Purchaser, or said parties in oras 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 Seller and his contractors shall take all safety precautions, finish and install all guards necessaryfor the prevention of accidents, comply with all Imes and regulations with regard to safety including, but without limmitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2009