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HomeMy WebLinkAbout113170 MWH AMERICAS INC - PURCHASE ORDER - 9112609PO ae City of PURCHASE ORDER 9112609r 1of2 —o t 1 o 444 J [tins This number must appear v on all invoices, packing slips and labels. Date: 05/09/2011 Vendor: 113170 MWH AMERICAS INC 1801 CALIFORNIA ST #2900 DENVER Colorado 80202-2606 Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 05/09/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended, Ordered Price 1 Climate Adaptation Planning 1 LOT EA 125,000.00 9-zx�t3. oi1.�:¢es 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 $1 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 from state and local taxes. Out 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 p fformance of the terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or be lax. failure to promptly notify the Sella in the event of a breach, the acceptance Ofm payment for goods hereunder or approval of the design, shall not release the Scllcr of Goods Rejected. GOODS REJECTED due to frilurc to mM specifications, cahor when shipped or due to defects of any Of the unmnties or obligations of this purchase order and shall not be deemed a waiver of anv right of the damage in transit. may be rammed to you far credit and are not to be replaced except upon receipt Of vaioca purchaser to insist upon strict perfom once hercafor any of its rights or remedies ns to any such goods, regardless instructions from the City of Fen Collins. of when shipped, received or accepted. as to am, prior or subsequent default hereunder, not shall anv purpmned oral modification or rcsciv ion of this purchase mdcr by the Purchaser operate as a wniect of anv of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. fiercer Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OFANTITRUST. 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 PMVICC, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of ail applicable required inspection procedures. violations are in fact borne by the Purchaser. Theretofore, for good cause and as eolsidciatian for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fart Collins, 700 Wood St., run Collins. CO 80522, unless acquired under federal or state antitrust laws for such oachatges relating to the partindar goods or services otherwise specified on this order. If in mtission is given to prepay freight and charge sepaormly, the original freight purchased m acquired by the Purchaser pursuant tothis purchase Order. bill most accompany invoice. Additional charges for packing will not be accepted.. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing point in various parts of the couatty, shipment is If the Purchaser directs the Seller to correct nmrconfomning or defective goods by; date l be agecd upon by the expected from the nearest distribution paint to destination, and excess freight will be deducted from Invoice when Purchaser and the Scllcr, and the Scllcr thereafter indicates its inability or umvillingness io cnmply, the Purchaser shipments arc made front greater distance. may cause the work to be Performed by the most expeditious means available to it and the Sella shall pay all costs associated with such work.' Permits. Scllcr shall procure at sellers sole cost all necessary permits, cenifcams; and licenses required by n11 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. Scllcr further agrees to hold the City of Fort Collins harmless from 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 panics to this connect agree that the representatives are, in fact, bona fide and possess full and complcte authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein scl forth and any supplementary or additional tells 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 armor make complete shipment to arrive on your premised delivery date as noted. Time is ofthe essence. Delivery and performance most be effected within the time stated on the purchase order and the documents atached hereto. No acts of the Purchasers including, without limitation, acceptance of polio] 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 ofplacing this order elsewhere and holding the Scllcr liable for damages. However. the Scllcr shall not be liable for damages as a result of delays due to causes not reasonably fnracable which are beyond it, reasonable control and without its fault ofncgligcncc. such acts of God, acts ofcivil tar military authorities, governmental priorities, firs, strikes, 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 Moc when the Scllcr 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 Sell. warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, simples and/or other descriptions given, will be fn 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 harmless from any loss, damage or expense which the Purchaser may sufrnr or incur on account of the Sellers breach of warranty. The Seller shall replace. repair or make good, without cast to the purchaser, any defects or faults arising within one (I) year or within such longer period of time as may be prescribed by low or by the terms Af any applicable warranty provided by the SCllcr after the dAtc of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished 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 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 ofprofits or loss of usc. 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 terms, 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 written change order, terminate this agreement As to any at all portions of the goods then not shipped, subject to any equitable Adjustment between the parties as to any work or mtactials then in progress provided that the purchaser shall not be liable for any claims for anticipated profits on the uncompleted Portion of the goods and/or work, for incidental AT conscquential damages, and that no such adjustment be made in favor of the Sell. with respect to any goods which are the Sellars, standard stock No such termination shall relieve the Purchases or the Scllcr of any of their obligations As to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustrttcm must be asserted within thirty (30) days form the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have bean produced sold, delivered and furnished instrict compliance with all applicable laws and regulations to which the goods arc subject. The Scllcr 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 felacnec. The Scllcr Agrees to indemnify and hold the Purchaser harmless from All costs and damages suffacd by the Purchaser as A result of the Sellers failure to comply with such law., 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 parry. t IO. TITLE. The Seller warrants full, dear and unrestricted title to the Purchase for all equipment materials, and items punished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest cmumbmnecs and claims of others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims Of any maftne resulting from the performance of inch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the d iremnrs, officers and employees of such party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any viay, because such work is performed or caused to be performed by the Purchases t 14, PATENTS. Whenever the Scllcr is required to use any design, device. material Or porcesS Covered by Ictia. patent, trademark or copyright, the Scllcr shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such panted design, device, material or process in connection with the contract, and shall indemnify the Purchaser for anv cost. expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In ease 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 Scllcr shall. at its men expense and at its option. either porcine for the Purchaser the right to continue using said equipment or pans, rcplaee the same with substantially equal but ooninfringing equipment, or modify it so it becomes nominfringing. 15ANSOLVENCY. If the Scllcr shall become insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver or tmstce for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftetms used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be constmed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Scllcr is to parent work hereunder, including the services of Scllcrs Rcrnaentativas), on the promises ofmhers. 17. SELLERS RESPONSIBILITY. The Scllcr shall tarty on said work at Seller's own risk until the same is fully completed and accepted, and shall, in ease of any accident, destruction or injury to the work and/or materials before Sclices final completian and acceptance, complete the work at Scller,s own expense and to the satisfaction of the Purchaser. When materials and equipment arc famished by Others for installation or erection by the Sella. the Scllcr shall receive, unload, store And handle same at the site and become responsible therefor as though such materials and/or Cquipmcnt were being finished by the Scllcr under the order. 18. INSURANCE. The Seller shall, at his own expense. provide far 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 Scllcr shall also carry comprehensive general liability including, bra not limited in, contractual and automobile public liability insurance with bodily injury and death limits of at ]east S300,000 far any one Person. S500.000 for any one accident and property damage limit por accident of S400.000. The Scllcr shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises ofothcrs, the Scllcr shall 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 ban provided. Such certificates shall specify the date when such compensation and insurance expires, The Sella 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 Sella hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofnny kind ar 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 Scllcr will indemnify and hold harmless the Purchaser and any err all of the Purchasers ofrmers, agents and employees form 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, omission or default on the pan of the Scllcr, any of his contractors, or any or the Sellers or contractors affects, agents or employees. In ease any suit or other proceedings shall be brought against the Purchaser, or its officers. agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Scllcr Of any of his contractors or any of its or their officers, agents or employees as aforesaid, the SCllcr 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 Purchaser or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the primary of the Purchaser, or said parties in or as a result of such suits or other proceedings. the Scllcr will at once cause the same to be dissolved and discharged by giving bond or othcrvvoc. The Scllcr and his contractors shall take all safety precautions, furnish and install all guards necessary for 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 fares and regulations issued purstmnt thereto. / Revised 03/2010