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HomeMy WebLinkAbout469574 BRIDGE DIAGNOSTICS INC - PURCHASE ORDER - 9111822Fort Collins Date: 04/01/2011 PURCHASE ORDER PO Number I Page 9111822 1of2 This number must appear on all invoices, packing slips and labels. Vendor: 469574 Ship To: ENGINEERING DIVISION BRIDGE DIAGNOSTICS INC CITY OF FORT COLLINS 1965 57TH COURT NORTH #106 281 N COLLEGE AVE BOULDER Colorado 80301-2826 FORT COLLINS Colorado 80521 Delivery Date: 04/01/2011 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price City Bridge Program 1 LOT LS 34,215.00 Bridge monitoring - Mulberry Bridge & Prospect Bridge. PER QUOTES DATE MARCH 28, 2011. Total $34,215.00 Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com 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 Fart Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER, 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance ofthe tears and conditions hercaf, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Startles 1973, Chapter 39-26. 114 (a). exercise any right or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hercundcr or approval ofthc design, shall not release the Seiler of Goads Rejected. GOODS REJECTED due to failure to mad specifications, either when shipped or due to defect of any of the wanamics or obligations of this purchase order and shall not be dmmcd a waiver of any right of the damage in transit, may be maimed to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hereof or any of its rights or remedies as many .such goods, regardless instructions from the City of Fort Collins. of when shipped received or accepted, as to any prior or subsequent default hereunder, net shall any purported aril modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hercaf. Final Acceptance Receipt of the merchandise, services or equipment in response to this order can result in 12. ASS IGNM ENT OF ANTITR UST CLA I NIS. authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL Seiler and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection proeedures, violations are in fact home by the Purchaser. Theretofam, for 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 herca0er Freight Terms Shipments must be F.O.B.. City of Fart Collins, 700 Wood St.. Fort Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating 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 or acquired by the Purchnscr pursunnt to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCI IASERS PERFORMANCE: OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconfomting or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thcmaRcr indicates its inability or umvillingness to comply, the Purchaser shipments am made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Scllcr shall pay all costs associated with such work. Permits Seller shall procure at sellers sale cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or 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 ham Icss from and against all liability and loss incurred by them by reason of an assorted or established violation of any such laws, regulations, ordinances, mles and requirements. Authorization. All parties to this contract agree that the representatives are. in fact, bona Ode and possess full and complete authority to bind said panics. LIMITATION OF TERMS, This Pumhasc Order expressly limits acceptance to the tears and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or di Racal terms and conditions propascd by seller are 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 ofthe essence. Delivery and performance most be effected within the time stated on the purchase order and the document attached hereto. No acts of the Purchasers including. without limitation, acceptance of partial late deliveries, shall operate as a waiver of this prevision. 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 of negligence, such acts of God, acts ofciva or military authorities, governmental priorities. Bras, strikes, food, epidemics, wars or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days ofthe 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 ofthc delay. 3. WARRANTY, The Seiler warrants that all goods, articles, materials and work covered by this coder will confomt 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 work of a similar nature. The Seiler agrees to hold the purchaser harmless from any loss, damage or expense which the Purchascr may su Res or incur on account of the Sellers breach of warranty. The Seiler 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 proscribed by law or by the terms ofany applicable warranty provided by the Seller after the date of acceptance of the goods fitmishcd hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done ar materials furnished by the Seller. Acceptance or use of good by the Purchnscr shall not constitute a waiver ofany claim under this ward my. Except as mhcrwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of nny of the foregoing warranties or guarantees, but such liability shall in no event include loss offs fits 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 terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms. other than legal teats, including additions to or deletions from the quantities originally ordered in the specifications or 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 w,into change ardor, terminate this agreement as to any or all potions of the goods then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profit on the uncompleted portion ofthe goods and/or work, for incidental or consequential damages, and that an such adjustment he made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller ofany of their obligations as to any goods delivered hcrcundcr. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most he asserted within thirty (30) days from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all good 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 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 maximums of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchascr handless from all costs and damages suffered by the Purchaser as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or any monies due or to became due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchascr for all equipment materials, and items finished in performance of this agreement, free and dear of any and all liens, restrictions, reservations, security interest ensuumbrances vad claims of others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting form the performance of such work. This release shall apply even in the arm of fault of negligence of the parry released and shall extend to the directors, ofieces and 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 performed or caused to be perforated by the Purchascr. 14. PATENTS. Whenever the Seller is rcquimd to use any design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save hamdess the Purchaser front any and all claims for infringement by reason of the use of such patented design, device, material err process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason ofm ch infringement at any time during the prosecution or after the completion of the work. In ease said equipment, or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the tie of said equipment or pan 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 or parts, replace the same with substantially equal but noninfringing equipment, or modify it sat it becomes noninfringing. I S. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the beneN of creditors, appoint a receiver or tmstce for any of the Sel lees property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tends used or the interpretation ofthe agreement and the rights of all panics hereunder shall he construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seiler is to perform work hereunder. including the services of Scllcrs Representative(s), on the premises ofothcrs. 17. SELLERS RESPONSIBILITY. The Seiler shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall. in case of any accident, destmaion or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are famished by others for instaltntion or oration by the Seller, the Seller shall receive, enlond, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller under the order. IR. INSURANCE. The Seller shall, at his own expense, provide far the payment of workers compensation, including occupational disease benefit. 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, contrncual and automobile public liability insurance with hodily 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 of the Sellers or his contractnrs employees shall do any work upon the promises ofothcrs, 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 ccnificams shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insomace shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hcrcby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property Caused by or resulting from the execution ofthe work provided for in this purchase ordcror in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Pumhau. m oReers, agent 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 may be put or subject by reason of any act, action, neglect, emission or default on the part of the Seller, 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 Purchascr, or its Officers, agents or employees at any time on account or by reason of any act, action, neglect, emission Or default of the Seiler ofany of his contractors Or any of its or their offecrs, agents or employees as aforesaid. the Seller hereby agrees to assume the defense thereof and in defend the s.'tme 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 Purchascr or any of its or their effects, agent or employees in such suits or other proceedings. and in case judgment or other lien be placed upon or obtained against the property of the Purchaser. Or said parties in or as a result of Rmh suits or other pmccedings, the Seller will at once cause the mmc to be dissolved and discharged by giving bond Or otherwise. The Scllcr and his contractors shall take all safety precautions, furnish and install all guards amcsmry for the pneventinn of accidents, comply with all Imes and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all niles and regulations issued pursunnt themto. Revised 03/2010