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HomeMy WebLinkAbout389648 A-1 CHIPSEAL CO - PURCHASE ORDER - 9114634 (3)City of art Collins Date: 11/15/2011 Vendor: 389648 A-1 CHIPSEAL CO 2001 W 64TH LANE DENVER Colorado 80221 PURCHASE ORDER PO Number Page 9114634 1of2 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: 08/08/2011 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price I Itilitiac Pnrfinn I I nT CA ] AOA 01 C3. OYIR:-n4 � 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 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. Our Exemption Number is I I. NONWAIVER. 98-04502. Federal Excise Tax Exemption Cenifieate 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. failtue or delay to Internal Revenue, Deaver, Colorado (Rd Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for good hereunder or approval of the design, shall not mlcnse the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be rammed to you for credit and arc not to be replaced except upon mccipt of written purchaser to insist upon strict perfomance hacofoT any ofits rights or remedies as to any such grads, mgmdlcss instructions brain the City of Fort Collins. of when shipped, received or accepted. as to any prior or subsequent default hereunder, nor shall any purported unit modification or rescission of this purchase order by the Purchaser update as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the memhreaim, services or equipment in responc to this order can resdt in 12. ASSIGNMF.NTOF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins However. it is to be understood that FINAL Seller and the Pumhascr recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by'the Pumhascr. 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 hacafter Freight Terms. Shipments must be F.O.B., City of Fort Collins 700 Wood St. Fort Collins, CO 90522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular good 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 Parchascr imo nant to this purchase order. bill must accompany invoice. Additional charges for packing will not he accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is lithe Purchaser directs the Seller to comet nonconforming 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 Pumhascr and the Scllcr, sad the Seller themaner indicates its inability or unwillingness to comply. the Purchaser shipments are made fmm greater distance. may cause the work to be performed by the most cepeditious means available to it, and the Seller shall pay all costs associated with such work. Pcmits. Seller shall passage at sellers sole cat 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 harmless fmm 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 contract agree that the representatives are. in fad, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set high and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different toms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complov shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and perfomance must be effected within the time stated on the purchase order and the documents attached haste. No acts of the Pamhnscm including, without limitation, acceptance of f arrial late deliveries, shall operate as a waiver ofthis provision. In the event ofagv delay. the Purchaser shall have, in addition to other legal and equitable mmcdics, the option nfplacing 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 mumnable control and without its fault ofnegligenec, such act, of Grd, acts ofcivil m military authorities, governmental priorities, fires, strikes, Bond, epidemics, wars or riots provided that notice ofthe conditions causing 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 ofthe delay. 3. WARRANTY. The Seller xxamnts that all gads, 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 standard for work of a similar nature. The Sella agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may sulfa or incur on account of the Sellers breach of wamnty. 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 Innger pdind of time as may be prescribed by law or by the toms ofany applicable warranty provided by the Seller after the date of acceptance of the good, furnished hereunder (acceptance not to be unreasonably delayed), resulting front imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitmc 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 ofany of the foregoing wammics or guarantees, but such liability shall in no event include loss of profits 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 dmwinp, by verbal or written change order. If any such change affects the amount due or the time ofperfornanee hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, tcminatc this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment betw'ocn the panics as to any work or materials 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 w ork, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock No such lamination shall mlicvc the Parchascr or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or lamination is ordered. 8. COMPLIANCE WITH LAW. The Seller wanno s that all goods mid hereunder shall have ban produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods 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 agrecmcnts of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless From all costs and damages suffered by the Pnrchater es 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 ofthe other party. 10. TITLE. The Scllcr warmnts full, clear and unrestricted title to the Purchaser for all equipment materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, rmi ations, security interest encumbrances and claims of others. The Seller shall mlcase the Pumhascr and its a ntnietms of any tier fmm all liability and claims of any nature resulting from the perfomance 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, officers and employees of such parv. 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 perfumed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by Icier, patent, trademark or copyright, the Seller shall indemnifv and save harmless the Purchaser fmm any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Parchascr for any cost, expense or damage which it may be obliged to pay by reason of Bach infringement at any time during the prosecution or alter the completion of the work. In cam 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, 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 se it becomes noninfringing. 15. INSOLVENCY. If the Scllcr shall become insolvent or hankmpl, 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 Pumhascr without liability. 16. GOVERNING LAW. The definitions ofterm,, used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be construed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the scnices of Scllcrs Reprcsenative(s), on the promises ofmhers. 17. SELLERS RESPONSIBILITY. The Seller shall cam on said work at Seller's own risk until the same is fully completed and accepted, and shall. in case of any accident, dostmction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment am famished by others for installation or erection 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 furnished by the Seller under the order. IS. INSURANCE. The Seller shall, at his own expense, provide for the payment ofworkem 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, commercial and automobile public liability insurance with bodily injury and death limits of at least S300.000 for any one person. S500,000 for any one accident and pmpcny 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 contractors employees shall do any work upon the premises ofolhers, the Seller 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 insumncc have ban provided. Such certificates shall mecifv 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 Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or pmpcny caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers of cos., agents 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 Parchascr may be put or subject by ma,on of any act, action, neglect omission or default on the pan of the Seller, any of his contactors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be bought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act action, reflect omission or default of the Seller of any of his contactors or any of its or their oRcers, 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 or obtained against the property of the Purchaser, or said panics 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 talcs and regulations issued proximal thereto. Revised 03/2010