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HomeMy WebLinkAbout125216 WALSH ENVIRONMENTAL SCIENTISTS - PURCHASE ORDER - 9957264Date: 12/7/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9957264 Delivery Date: 12/6/2009 Buyer: DICK,OPAL 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 15,908.00 Oversight - ELks Abatement 2 1 LOT Oversight - ELks Abatement City of Fort C91fliny 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 Total $15,908.00 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 front state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registy 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Sl:anhe5 1973. Chapter 39 26. 114 (a). Goods Rejected, GOODS REJECTED due to failure to meet specifications, either when shipped or due 10 defects of damage in transit. may be returned to you for credit and are not to be replaced except upon receipt of written instructions fron the City of Foil Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arriva Final Acceptance. Receipt of the merchandise, services or equipment in response• to this orcicr can result in authorized payment on the part 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 Tents. Shipments must be F.O.Q., City of Fort Collins, 700 Wood St-, Fort Collins, CO 80522, unless otherwise specified on this order. If permission is given m prepay freight 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 pans 0fthe country. shipment is expected from the nearest distribution point to destination, and excess freight will be deducted room Invoice whenshipments are made firm greater distance Pennits. 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. ten'ilory Or political subdivision where the work is perfumed, or required by any other duly constituted public authority having ionscliction ovathe work of eenclor. Sella further agrees in hold the City ot'Fort Collins harmless lionh and against all liability and loss incurred by thenhby reason of an asserted or established violation of any such laws, regulations. Ordq inances. riles and reu1.011 11S. Authorization. All parties to this contract agree that the represcmatives are, in fact, bona title and possess full ;tad complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or :additional tents and conditions annexed hereto or incorporated herein by, etcrencc. Any additional or different tens 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 enrive oil your promised delivery date as noted. Time is of the essence. Delivery and performance must 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 partial late deliveries, shall operate as a waiver of this provision. In the event ofany. delay. the Purchaser shall have. in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofnegligence. such aces 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 tvithin five (5) days of the tittle when the Seller first received knowledge thereof. In the event ofany 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 confirm with applicable drawings, specifications, samples and/or other descriptions given. will be fit fur the purposes intended. and pertrunted with the highest degree of care and competence in accordance with accepted standards lot work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss• damage or expense which the PureluSer nary sutler or incur on account of the Sellers breach of wenranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one ( I) year or within such longer period oil ire as achy lx prescritted by law or by the tents of any applicable warranty provided by the Seller alter the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed). resulting front imperfect or defective stork done 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 in all damages proximately caused by the breach of any of the floregoing w:urantics 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 order'. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may ntake anv changes to the tennis. other than legal feints. including additions to or deletions frOmthe quantities originally ordered in the specifications or drawings. by verbal or written change order. It any such change affects the amount due or the time of pei Renounce hereunder, an equitable adjusunent shall be made. 6. TERMINATIONS. The Purchaser may nt anytime by written change order. terminate this agreement as to any or all portions of the 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 ctaints for ai ticipated profits oil the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjusunent be• made in favor of the Scller with respect to any goods which me 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 Bout the date the change of termination is ordered. 8. 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 arc subject.The Sella shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations requited to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller net to indemnify and hold the Purchaser harmless Bonn all costs and damages su ffet ed by the Purchaser as a result of the Sellers failute to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source government contact" within the meaning of Article XX V II I of the Colorado Constitution ("Article XX V I I I"), then the provisions of Scet ion 15 ofArticte XX V I I I are hereby incorporated into this [Agreement]. In such a case, it the [Contractor] or any oilier person who is ❑ "contract holder" as defined in Section 2(4.5) of Article XXVI II intentionally violates Section i 5 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source government contract. Or public employment with the state of Colorado or any of its political subdivisions, for three ),cars. 9. ASSIGNMENT. Neither party shall assign• transfer. or convey this order, or any monies duc or to become due hereunder without the prior written consent of the other parry. 10. TITLE. The Seller warrants fill, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in pe tbraiance of this agreement, flee and clear of any and all liens. restrictions, reservations, security interest cncunhbmnces and claims of others. 1I. NONWAIVER. Failure of the Purchaser to insist upon Soler performance of the teens and conditions hereof, failure or delay to exercise anv rights or remedies provided herein or by law, failute to promptly notify the Seller in the event of a breach. the acceptance of or paynhcnt for goods hereunder or approval of the design. strait not release the Seller of any of the wart antics or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser m 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 shalt any purported oral modification or rescission Of this purchase order by the Purchaser operate as a waiver ofany of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller:nd the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust violations ❑ie in fact borne by the Purchaser. The, etofore. for good cause and as consideration for 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 laws for such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant in this purchase order. 13, PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS., Iflhe 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 or unwillingness to comply, the Purchaser may cause the work 10 be pert anted 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 firm all liability and claims of any nature resulting fi out the performance of such work. 'I his release shall apply even in the event of forth of negligence of the party released and shall extend to the directors, officers :cod employees, of such parry. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is pertbmted or caused to he 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 Seller shall indemnify cord save harmless the Purchaser fi'omt any and all claims for infiingetnent by reason of rho use ofsuch patented design. device. material or process in connection with the contract. and shall indemnify the Purchaser for any cost. expense or damage which it maybe obliged to pay by reason of such infiingement at any time during the prosecution or after the completion ofthe work. In case said equipment, or any part thereofor the intended use of the goods- is in such suit held to constitute infiringennent and the use of said equipment or par is enjoined, the Seller shall. at its own expense and at its option, either procure fool 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 becomes nun -into inging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit ofcreditors, appoint a receivers or trustee liar any of the Sellers properly or business. this order may forthwith he canceled by the Purchaser without liability. 10. GOVERNING LAW. "file definitions of terms 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 Colorado, USA. The hollowing Additional Conditions apply only in cases where the Seller is to perforn work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Scller shall cant' on said work at Seller's otvn risk until the same is filly 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, nnplem the work at Seller's own expanse and to the satisfaction ofthe Purchaser. When materials and equipment arc furnished by others fir installation or erection by the Seller, the Seller shall receive, unload, store tend handle snnte nt the site and become responsible theretior as though such materials and/or equipment were being furnished bythe Seller under the orcicr. I8. INSURANCE. 'fhe Scller shall. at his own espensc. provide for the payment ofworkers compensation, including occupational disease benefits. to its employees ennploved on or in connection with the wok 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 $300.000 for any one person. S500,000 for any one accident and property clamage limit per accident of S400.000_ The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Bel ore any of the Sellers or his contractors employees shall do any work upon the premises ofothers, the Seller shall furnish the Purchaser with n 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 damage. loss or injury of any kind or nature whensoever to persons or properly caused by or resulting front the execution of the work provided for in this purchase orcicr o' in connection heietvith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Iurchasers officers, agents and employees from 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 of subject by reason of ally act, action. neglect, omission of default on the pail of the Seller, anv ofhis contractors, or anyofthe Sellers or contactors officers. agents or employees. In case any suit orother proceedings shall be brought against the Purchaser. or its officer's. agents or employees at any time 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 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 may be incurred by or obtained against the Purchaser or any of its or (licit officei s. agents or employees in such suits or other proceedings. and in case judgment orother lien be placed upon or obtained against the property ofthe Purchaser, or said parties in of as a result ofsur ch suits oother proceedings, the Seller will at once cause the same to be dissolved and discharged bygiving blind or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all gualds necessary fin 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 therein. Revised 04/2009