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HomeMy WebLinkAbout454298 GARRISON MINERALS LLC - PURCHASE ORDER - 9110118 (3)Fort Collins Date: 06/16/2011 Vendor: 454298 GARRISON MINERALS LLC PO BOX 2940 DENVER Colorado 80211 PURCHASE ORDER PO Number Page 9110118 1of2 This number must appear on all invoices, packing slips and labels. Ship To: DRAKE WATER RECLAMATION CITY OF FORT COLLINS 3036 ENVIRONMENTAL DRIVE FORT COLLINS Colorado 80525 Delivery Date: 01/05/2011 Buyer: ED BONNETTE Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED' ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered Price 2 ADDENDUM TO PO #9110118 1 LOT MAGNESIUM HYDROXIDE SLURRY (REQ 39827) MAGNESIUM HYDROXIDE (HYMAG 94) PRICE $440.00/DRY TON, F.O.B. DRAKE WRF, FORT COLLINS, COLORADO. PRODUCT DELIVERED IN SLURRY. PRICE TO BE HELD FIRM FOR 1/1/11 - 12/31/11 PER MAC McCRELESS QUOTE DATED 1 January 2011. If fuel goes above $3.30/gallon, a $5/ton surcharge will be added. 6/7/11: APPROVED INCREASE TO $465.00lTON DELIVERED; NO FUEL SURCHARGE. 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 EA 40,000.00 Total $40,000.00 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 tram 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 performanee of the terms and conditions hereof, failure or delay to Internal Revenue, Denva, Colorado (Ref. Colorado Revised Stamta 1973, Chapter 39-26, 114 (a). exercise any rights or remedies pmvided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to mad specifications, either when shipped or due to defects of any ofthe warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be returned to you fm credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance haeofor any of its rights or remedies as to any such goods, regardless instructions firm the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hacunder. nor shall any purported oml modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terns Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance Receipt of the memhmdiee, services 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 acmal economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations ere in fad bome by the Purchaser. Theretofore, 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 heres0er Freight Terms. Shipments most be F.O.B., City of Fort Collins. 700 Wood St,, Pon 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 Purchaser pursuant to this 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 points in various parts of the country, shipment is Ifthe P nehasatinects the Sella to correct nonconforming or defective goods by a date to be agreed upon by the expected from the naurst distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seiler, and the Sella thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made firm greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs assximcd with such work. Permits. Sella shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and mles of the stoic, 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 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 parties to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tetras end conditions stated herein set forth and any supplementary or additional terms 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 cannot make complete shipment to arrive on your premised delivery date as noted. Time is ofthe essence. Delivery and performance must be affected within the time stated on the purchase order and the documents attached haeto. No acts of the Purchasers including, without limitation, acceptance ofpanial late deliveries, shall operate as a waiver ofthis 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 arc beyond its reasonable control and without its fault ofnegligame, such acts of God, acts fcivil or military authorities, govemmental priorities, fires. strikes. Bard, epidemics, wars or Hum provided that notice of the conditions coming such delay is given to the Purchaser within five (5) days of the 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 of the 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 trance The Seller agrees to hold the purchaser harmless fmm any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllers breach of warranty. 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 proscribed by law or by the terms of any applicable warranty provided by the Seiler after the date of acceptance of the goods famished hereunder (eacptince 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 rim constimte a waiver of any claim under this warranty. Except as otherwise pmvided in this purchase order, the Sellers liability hereunda 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 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 marts by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, other than legal terns, 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 effects 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 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 pmvided that the purchaser shall not be liable fm any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which am the Sellers standard stock. No such termination shall relieve the Pumhaset 0r the Seller of any of their obligations as In 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. S. COMPLIANCE WITH LAW. The Seller aamants 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 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 are hereby incorpomted herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm all costs and damages suffered by the Purchaser as a result ofthe Sellers failure to comply with such low. 9. ASSIGNMENT. Neither parry shall assign, transfer, 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 Seller warrants full, 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 encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier firm all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the direcmrs, officers end employees ofsuch parry. The Scllers contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because 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 lever, patent, trademark or copyright, the Seller shall indcmnify and save harmless the Purchaser fmm any and all claims for infringement by reason of the use of such patented design, device, material of process in connection with the comma, and shall indcmnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or after the completion of the 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 part 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 pans, 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 bankmpt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Scllers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofterms used or the interpretation ofthe agreement and the rights ofall parties hereunder shall be construed under and governed by the laws ofthc State ofColomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Scllers Refamentativas), on the premises ofothas. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Scllcr's 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 Settees fecal completion and acceptance, complete the work at Settees own expense and to the satisfaction of the Pumhaser. When materials and equipment am furnished by ethers for installation or creation by the Seller, the Seller shall receive, unload, 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. 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 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 tarty compmhcmive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least S300,000 for any one Pearson, S500,000 for any one accident and pmperty 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 Scllers or his contmctors employees shall do any work upon the premises of others, the Seller shall famish the Purchase with a certificate that such compensation and insurance have been pmvided. Such cenificares shall specify the date what such compensation and insurance have ban pmvided. 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 Sella hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatseaver to persons or property caused by or resulting firm the execution ofthe work pmvided for in this purchase orderor in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees firm 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 part of the Seller, any of his contractors, or any of the Scllers 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 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 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 of obtained against the property of the Purchaser, or said patties 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 Seller and his contractors shall take all safety precautions, famish 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 rates and regulations issued pursuant thereto. Revised 03/2010