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HomeMy WebLinkAbout431628 EMERSON PROCESS MANAGEMENT - PURCHASE ORDER - 9117321PURCHASE ORDER PO Number Page City Of 9117321 1 of z ' `this number must appear Collins�7 on all invoices, packing slips and labels. Date: 12/12/2011 Vendor: 431628 EMERSON PROCESS MANAGEMENT ELECTRICAL RELIABLITY SERVICES INC 7100 BROADWAY STE 7E DENVER Colorado 80221 Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 12/12/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price i Testing per ERS proposal #3148778-P Dated 12/5/11 Work to be done tentatively the first week of February, 2012. Schedule to be coordinated with Fort Collins Utilities. Item 2.1 = $3,450.00 Item 2.2 = $7,965.00 Project Engineer: Bob Hover - 970-221-6725 Cell- 970-217-8109 Timberline Substation C3. Oi1a:s2� 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 1 LOT LS Total Invoice Address: 11,415.00 $11,415.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tenns and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local cases. Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Cenifieate of Registry 84-6000557 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hacof, failure or delay to Internal Revenue. Denver, Colorado (Ref Colorado Revised Sciences 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 ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to mod specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be decreed a waiver of any right of the damage in transit, may be returned to you for credit and an not to be replaced except upon receipt of written purchaser to insist upon strict performance hcreofor any of it 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 or subsequent default Immander, nor shall any purported Oral mMiftcmion or rescission of this purchase order by the Pumhascr operate as a waiver of any of the terms Inspection. GOODS am subject to the City effort Collins inspection on arrival, hereof. Final Acceptance. Receipt of the merchandise, 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 mid the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable requited inspection procedures. violatinna arc in fact borne by the Purchaser. Theretofore, for good cause and as consideetion for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Tens Shipments must be F.O.B., City of Fort 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 Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCI LASERS PERFORMANCE OF SELLERS OBLIGATIONS, Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is If the Purchaser directs the Seller to correct 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 Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be perforated by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. Pennim Seller shall procure at sellers sole cast 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 constimted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless form and against all liability and loss incurred by them by reason of an asserted or established violation of any such Iaxs, regulations, ordinances rules and requirements. Authorization. All panics to this contract agree that the representatives are, in fact, bean 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 fnnh 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 reiemed. 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 of partial late deliveries shall operate as a waiver of this provision. In the event ofany delay. the Purchaser shall have, in addition to ocher legal and equitable remedies, the option ofplaciag 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 am beyond its reasonable coital and without its fault ofnegligence, such acts ofG d. acts ofeivil or military authorities. governmental priorities, fires. strikes, flood. epidemics, oars or riots provided that notice of the 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 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 care and competence in accordance with accepted standards for work of a similar nature The Seller agrees to hold the purchaser harmless form any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers 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 he prescribed by law or by the terms ofany applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to he unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of grads by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages pmximatcly caused by the breach of any of the foregoing warranties err guarantees, but such liability shall in no event include loss ofpmfits 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, ocher than legal terms, including additions to or deletions form the quantities originally ordered in the specificatim. or drawings, by verbal at 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 or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to any wok 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/err work, 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 Scllcrs standard stock. No such termination shall relieve the Purchaser err the Seller ofany of their obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assermd within thin (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced, mid, delivered and famished in stria 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 orevidenee compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 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 Ne and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchmr and its contractors of any tier from 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 parry released and shall extend to the dircaom, officers and employees of such party. The Sclicr's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be performed byline Pumhxscr. 14. PATENTS. Whenever the Seller is required to use any design, device. material or process covered by letter, patent, trademark or copyright the Scllcr shall indemnify and save hamiless the Purchaser from 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 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 sail 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, tither procure for the Purchaser the right to continue using mid 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 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 he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation attire agreement and the rights ofall parties hereunder shall be construed under and governed by the laws of the State Of Colorado. USA. The following Additional Conditions apply only in eases where the Seller is to perfomr work hereunder. including the services of Scllcrs Rcprescnmcive(s), on the premises ofoulters. 17. SELLERS RESPONSIBILITY. The Scllcr 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, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. Whcn materials and equipment arc furnished 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. 18, INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits. In 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 scats in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least S300.0 0 for any one person, S500.0no 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 eompensminn and insurance. Before any of the Scllcrs or his contractors cmpinyces shall do any work upon the premises of others, 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 compcnmtion and insurance have been pmvided. Such ecnificatcs shall specify the dam when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until aicr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for may and all damage, loss or injury of any kind or nature whatsoever to persons or properry 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 harmlcss the Purchaser 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 to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omissinn or default on the pan of the Seller, any of his contractors, or any of the Scllcrs or contractors Officers, agents or employees. In case any suit or other pmceedings 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 some 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 pmrwny ofthe Purchaser, err 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 mhcrwisc. The Seller and his contractors shall take all safety precautions, famish and install all guard necessary for the prevention of accidents, comply with all laws and regulations with regard to safely including, but without limitation. the Occupational Safety and Health Act of 1970 and all roles and regulations issued pursuant therein. Revised 03/2010