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HomeMy WebLinkAbout480151 NORTH AMERICAN SALT CO - PURCHASE ORDER - 9111527City of /0,,.�rt Collins Date: 03/14/2011 Vendor: 480151 NORTH AMERICAN SALT CO 9900 W 109TH ST SUITE 600 OVERLAND PARK Kansas 66210 PURCHASE ORDER PO Number Page 9111527 1o12 This number must appear on all invoices, packing slips and labels. Ship To: STREETS DEPARTMENT CITY OF FORT COLLINS 625 NINTH STREET FORT COLLINS Colorado 80524 Delivery Date: 03/14/2011 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Orr aired Price 70635408 /LOT LS 5,406.60 City of Fort Collins Director of Purchasing and Risk Management This order is not valid 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt form state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-01502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Startles 1973. Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or by law, fnilum to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval of the design, shall net release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet suceificali. ns, either when shipped or due to defects of any of the warmnties or obligations of this purchase order and .shall not be deemed a waiver of any right of the damage in hart it may be returned to you for credit and are not to be replaced except upon receipt of written Purchascr to insist upon strict performance hercofor any of its rights or remedies as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted. as to any prior., subsequent default hercundcr, nor shall any purported oral modification Or rescission of this purchase order by the Purchaser operate as a waiver of any of the tees Inspection. GOODS arc subject to the City effort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise. scmiecs or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection pmecdures, violations are in fact home by the Purchascr. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns In the Purchascr any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B.. City of Fort Collins, 70f1 Wood St., Fort Collins. CO 90522. unless acquired under federal or state antitrust laws for such overcharges riming to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased m acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCUASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufeeturces have distributing points in various pans of the country, shipment is Film Purchaser directs the Seller to coned nonconforming or defective goods by a date to he agreed upon by the expected from the nearest distribution point to destination, and excess freight will he deducted from Invoice when Purchascr and the Seller, and the Scllcr Ihcrca Ocr indicates its inability or urwillingncss to comply, the Purchaser shipments are made from greater distance. may cause the work to be perfnrmcd by the most cspeditious means available to it, and the Scllcr shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, csaificams and licenses required by all applicable laws, regulations, ordinances and rates of the state, municipality, mrrimry or political subdivision where the work is performed, or required by any other duly constituted public maherity having jurisdiction over the work of rend.,. Seller further agrees to hold the City of Fort Collins harmless from and agninm all liability and loss incurred by them by reason of an asscncd or established violation of any such laws, regulations ordinances roles 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 Futures. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms 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 teems and conditions proposed by seller am objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance must he effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpanial late deliveries, shall operate as a waiver ofthis provision. In the event orally delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order clserhm and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due m causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofnegligence, such ucts of God. acts of civil or military authorities governmental priorities fires, strikes, Food, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Pori within five (5) days of the time when the Seller first rcecived 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 mason ofthc 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 cam and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser hamdess from any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach ofwarmnty. 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 may be prescribed by law or by the terms ofany applicable warranty pmvided by the Scllcr 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 the Scllcr. Acceptance or use of gr Ms by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Scllcrs 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 ofpmfits or loss of usc. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERIAS. The Purchaser may make changes to legal temps by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms other than legal terms, including additions to or deletions from the quantities originally ordered in the specifiewinrs or drawings. by verbal or wriden change order. If any such change affects the amount due or the time ofpafommnoc hereunder, an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all portions of the goads then not shipped. subject to any equitable adjustment between the parties as to any work or rancid, then in porgeoos provided that the Purchaser shall not be liable for any eL ims for anticipated profits on the uncompleted portion of the goods and/or xvork, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations ns to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or termination is ordered. R. 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 gads are subject The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser homeless from all costs and damages suffered by the Purchaser as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, m'dnsfeq 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 Set let wartants Path clear and unrestricted title to the Purchaser for all equipment, materials and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrance, and claims of others. The Seller shall release the Purchascr and its contractors of any tier form all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the went of fault of negligence of the party released and shall extend to the ditedors, oRccrs and employees of such party. The Seller's contractual obligations including warranty, shall not be deemed to be reduced, in any way, boeauro such work is performed 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 Isla, patent. Imdenmark or copyright, the Seller shall indemnify and save harmless the Purchascr form any and all claims for infringement by reason of the use of such Talented design, device. material or process in connection with the contract and shall indemnify the Purchascr Totally cast, expense o, damage which it may he obliged In pay by reason of such infringement N wry time during the presccutimn or after the completion of (lie work. In case said equipment or any pan thereof 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, al its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment Or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchascr without liability. 16. GOVERNING LAW. The definitions of Icons used or the interpretation of the agreement and the rights ofall parties hereunder shall be construed under and governed by the laws of the Slate of C.lomdo, USA. The following Additional Conditions apply only in cases whet the Seller is to perform work hercundcr. including the services of Sellers Represemank ds), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall cam on said work at Seller', 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 before Seller's final completion and acceptance, complete the work at Sellers own expert c and to the satisfaction of the Purchase, When materials and equipment are furnished by others for installation or erection by the Seller. the Seller shall receive unload. .,lure and hmulie same at the site and bccone responsible Therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller 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 enter, and/car to their dependents in accordance with the Imes ofthe state in which the work is to be done. The Seller shall also tarty comprehensive general liability including, hilt not limited to, contractual and automobile Public liability insnonce with h.dily injury and death limits ofid 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 likewke mquid, his contractors, if any, to provide for such compensmion and insurance. Before any of the Sellers or his contractors employees shall delay work upon the premises of mhos, the Seller shall furnish the P.rebascr wink a ecrtifiemc that such compensation and insuranec have been provided. Such certificates shall specify the elate when such compensation and insurance have been provided. Such certificates shall specify the date when such conownsdinn and insurance expires The Seller agrees that such compensation and insurance shall be maintained until ifcr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire respmsihil ity and liability for any and all damage, lose or injury ofany kind or nature ishasecvcr to persons or property caused by or resulting from the execution ofthc work provided for in this purchase order or in connection hercw'ith. The Seller will indemnify and hold haedess the Purchascr 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 indirect, and whether In persons car property to which the Purchascr may he pill or subject by reason of any act, action. neglect, emission or default on the part of the Sclle, any of his contractors, or 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 mason 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 aforeseid, 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 all judgments that may be incurred by or obtained against the Purchmscr or any of its or their officers, agents or employees in such snits or other proceedings and in case judgment or other lien be placed upon or obtained against the property of the Purchascr, or said parties in or as a result 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 Stile and his contractors shall take all safety precautions, furnish and install all guards necessary for the pmvcmino of accidents, comply with all laws and regdmions with regard to safety including but without limitation, the Occupational Sofely and Tenth Act of 1970 and all mes and regulations issocd pursuant Ihercto. Revised 0312010