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HomeMy WebLinkAbout128127 WESTERN ENVIRONMENTAL ANALYSTS INC - PURCHASE ORDER - 9957268Date: 12/7/2009 City of FF6&rt Collins Page Number: 1 Purchase Order Number: 9957268 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 j 1 LOT DWRF Antidegredation Review for Poudre River 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 12,060.00 $12,060.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions L COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt f oat smte and local taxes. Our Exemption 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 39-26. 1 la (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 cedit and are not to be replaced except upon receipt of written instructions front the City of Fort Collins. Inspection. GOODS at subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt of the met chandise. services or equipment in response to Ihis order call result in authorized pavnaent on the pan of the City of Fort Collins. Flowerer, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection pt ccclures. Ficiglu Terns. Shipments must be F.O.B.. City of Foil Collins. 700 Wood St., For Collins. CO 80522, unless otheizvise specified on this order. It permission is given to prepay li eight and charge separately. the original fieight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various ports of the country. shipnxnt is expected from the nearest distribution point to destination, and excess height will be deducted foul Invoice when shipnxnts are nude from greater distance. Pemtits. 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, tearitory or political sUbdivision where the work is perfotned, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fat Collins harmless fi oat 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 are, in fact. bona 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 supplententaty or additional teams and conditions annexed hereto of incorpo rated 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 innnediately Tyou c:uuot make complete shipment In anivc on your promised delivery date as noted. Tinne is of the essence. Delivery and performance must be effected within the little stated on the purchase order and the documents attached hereto. No acts of the Purchases including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of anydelay. the Purchaser shall have, in addition to other legal and equitable remedies. the option of placing this oiler elsewhere and holding the Seller liable for damages. However. the Seller shall not be liable fix damages as a result of delays due to causes not reasonably foreseeable which ate beyond its reasonable control and without its fault ofnegligence. such acts of God. acts of civil or military authorities. governmental priorities. fites. strikes, flood, epidemics, wars of riots provided that notice of the conditions causing such delay is given to the Purchaser within live (5) days of the tittle when the Seller first received knowledge thereof. In the event ofany such delay, the date ofdelivery 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 confonn with ❑pplicoble drawings, specifications, samples and/or other descriptions given, wvill be fit for the purposes intended. and perfotned with the highest degree of care and competence in accordance with accepted st:mdards finwork of a similar nauuc. The Seller agrees to hold the purehaser harmless font any loss. danuge or expense Which the Iurchaser nnaysulfer or incur on account of the Sellers hieaeh of wammuy. The Seller shall replace. repair of make good, without cost to the purchaser, any defects or faults arising within one ( I ) yen' or within such longer period oftine as maybe prescribed by law or by the terns of any applicable warranty provided by the Seller aticr the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting lion imperfect or defective work done of materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this wmtanty. 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 foregoing %vatanties or guarantees, but such liability shall in no event include loss of profits of loss of use. NO IMPLIED NARRANTY 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 make any changes to the teens. other than legal teens, including additions to or deletions fi onithe quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due of the time of perfottnance hereunder, in equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser mayat any tine by written change order, terminate this agreement as to any or all portions ofthe goods then not shipped, subject to any equitable adjustment between the parties os to any wvork or materials then in progress provided that the Purchasei shall not be liable for any claints for anticipated profits ou the uncompleted portion of the goods and/or work, for incidental or consequential danugm and that no such achustnnent be ncade in f ivoi 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 adjustruent must be asserted within thirty (30) days from the date the change ur termination is ordeecl. 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 are subject. The Sella shall execute and deliver such documents as may be required to effect of evidence compliance. All laws and regulations required to Ix incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fiom 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 conu'act" within the meaning of Article XXV II I ofthe Colorado Constitution ("Article XNVII I" ). then the provisions of Section 15 ofAnicle XXV III are hereby incorporated into this [Agreement]. In such a case. if the lContractorI or :my other person wvho is a "contract holder" as defined in Section 2(4.5) ofAnicle XX V III intentionally violates Section 15 or Section 17(') of Article XX V II I, then the [Contractor] agrees it shall be ineligible to hold :my sole source government contract, or public employment With the state of Colorado of any of its political subdivisions, tot three years. 9. ASSIGNMENT. Neither party shall assign, transfer, of convey this order, or any monies clue or to become due hereunder without the prior written consent of the other panty. lo. TI"I LE. The Seller warrants fill. clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in pertimm:mce of this agreement, free and clear of any and all liens. restrictions. reservations, security interest enamnbrances and claims of others. I1. NONWAIVER. Failure of the Purchaser m insist upon strict perforomice of the terns and conditions hereof, failure or delay to exercise any rights of remedies provided herein of bylaw, failure to promptly notify the Seller in the event of a breach. the acceptance of or payment fix goods hereunder or approval of the design, shall not release the Seller of any of the warranties or obligations ofthis purchase order and shall not bedeemed a waiver ofany right ofthe purchaser to insist upon stria pci fixnaance hereof or any of its rights or ienedies as to any such goods, regardless of when shipped, received of accepted. :is to Illy prior or subsequent clef ult hereunder, nor shall any purported oral modification of rescission of this purchase order by the Purchaser operate as a waiver of any of the terns hereof. 12. ASSIGNMENT 0I7 ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting front antitrust violations are in tact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this puroltaseoidei, the Seller hereby :assigns to the Ptuchaser any and all claims it may now have or hereafter acquired under federal or state antitrust laws liar such ovelel mges relating to the particular 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 of 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 curse the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. 'file Seller shall release the Purchaser and its contractors of any tier front all liability and claims of any nattme resulting front the perfiirnance of such work. This release shall apply even in the event of fault of negligence of the party, released and shall extend to the directors. offices and employees of such party. ]'he Seller's contractual obligntions, including warranty, shall not be deemed to be reduced, in anyway, because such work is perlitrnied or caused in be perfotned by the Purchaser. 14. PATENT"'. Whenever the Seller is required to use any design, device, material of process covered by letter, patent, trademark or copyright the Seller shall indennaily and save harmless the Purchaser front any and all claims for infiingement by reason ofthe use ofsuch patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser fix any cost expense ur damage Which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion ofthe Work. In case said equipment, or any part dcreof or the intended use of the goods. is in such suit held to constitute infringement 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 Pnrchaser the right to continue using said equipment or parts. replace the same with substantially equal but non-infi inging equipment or modify it so it becomes non -infringing. 15. INSOLVENCY. If the Seller shall Ixcome insolvent or bankrupt, make an assignment for the benefit ofceditors, appoint a receiver or trustee fix any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. Io, GOVERNING LAW. The definitions of terms used of the interpretation of the agreement and the rights of all parties hereunder shall be construed under and goveried by the laws of the State of Colorado. USA. The tollowiug Additional Conditions apply only incases where the Salle' is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Sal lei shall carryon said work at Seller's own risk until the some is fully completed and accepted and shall, incase of -.in), accident, destruction or injury to the well and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchase'. When materials and equipment are [in rushed by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same it the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Sel lei shell, 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 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, $500.000 for any one accident and property danaagc linit per occident of S400.000. The Seller shall likewise require his contractors, if:uy, to provide for such comtpens Lion and insurnce. Before any of the Sellers or his contractors cmtployees 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 eetihcates shall speci ty doe date when such conipetsat ion :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. 'file Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whausoeve to persons or property caused by of resulting hunt the execution of the work provided for in this purchase order of in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers. agents and employees for and against any and all chains. losses. damages, charges m expenses, whether direct of indirect. and whether to petsons of propeny to which the Purchaser maybe put or subject by reason of any act. action, neglect. omission or default on the pan of the Seller. any of his contractors, or any of the Sellers of contractors officers. agents or employees. In rase any suit of other proceedings shall be brought against the Purchser, or its officers, 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 of their officers, agents or employees as aforesaid. the Seller heeby agrees to assume the defense thereof and to defend the sonic at the Sellers own expense, to payany and all costs. charges, attorneys fees and other expenses, any and alljudgments that maybe incurred by of obtainedagainst the Purchaser or any of its or their officers, agents or employees in such suits of other proceedings, and in arse juc laden t or mhe lien be placed upon or obtained against the propeny ol'the Purchaser, of said parties in of as aresult of such suits or other praceeefings, the Seller twill at once cause tlae same to be dissolved and dischaigedbygiving Ixatdl or otll—vise.'fhe Srllcr and his contractors shall take all safety precautions. tiunish and install all gumds necessary fdx the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety nod Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2009