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HomeMy WebLinkAbout454298 GARRISON MINERALS LLC - PURCHASE ORDER - 9120056PURCHASE ORDER PO Number Page City Of9120056 1 of z Collins This number must appear F6r} C ,�—,J`-' ` on all invoices, packing slips and labels. Date. 01/06/2012 Vendor: 454298 Ship To: DRAKE WATER RECLAMATION GARRISON MINERALS LLC CITY OF FORT COLLINS PO BOX 2940 3036 ENVIRONMENTAL DRIVE DENVER Colorado 80201 FORT COLLINS Colorado 80525 Delivery Date: 01/06/2012 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 Ordered UOM Unit Price Extended Price BLANKET PO FOR 2012 1 LOT LS 75,000.00 MAGNESIUM HYDROXIDE SLURRY 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 1/1/12-12/31/12 PER MAC McCRELESS E-MAIL DATED 10/23/2011. Total $75,000.00 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 Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Sturges 1973. Chapter 39-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be returned to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS eresubjecl to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any rights 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 hereunder or approval ofthe design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hercefor any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder. not shall any purponcd and modifiewinn a rescission of this purchase order by the Purchaser operate as a waiver of any of the terms 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 and the Purchaser recognize that in actual economic practice, overcharges resulting Rom antitrust ACCEPTANCE is dependent upon completion ofall applicable squired inspection proacdurcs, violations are in fact borne 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 hereafter Freight Terms. Shipments must be F.O.B., City of Fan Collins, 700 Wood St. Fan Collins. CO 90522. 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 se,s ntely, the original freight purchased .,.acquired by the Purchaser pursuant to this purchase order. bill must 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 pans of the country. shipment is If the Purchaser duals the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected fMm the mares, distribution Pont to destination, and excess (Right will be deducted from Invoice when Purchaser and the Seller, and the Seller thema0er indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Selicr shall pay all costs associated with such work. Permits. Sella shall procure at sellers sale cost all necessary parnits, certificates and fames 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 wark 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 panics to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind s id panics. LIMITATION OF TERMS. This purchase Order expressly limits acceptance to the terms and conditions stated hoofer set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference Any additional or different terms and conditions porposed by seller arc objcatcd 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 ofthc essence. Delivery and performance must be effwal within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including. without limitation, acceptance ofpartial late deliveries, shall operate as a waiver of this provision. In the event afore delay, the Purchaser shall have, in addition to other legal and equitable munalics, the option ofplacing this ardor elsewhere and holding the Seller liable for damages. However, the Scllcr 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 of negligence. such acts of God, acts ofcivil or military anthoritics, governmental priorities, fires, strikes. Rood, epidemics, wars 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 ofany 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 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 annd eds for work of a similar nature. The Seller agree to hold the purchaser harmless from any Inss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of evammnty. 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 prescribed by law or by the terms of nny applicable warranty provided by the Seller after the date of acceptance ofthe goods furnished hacunder (acceptance not to be unreasonably dclayal), 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 ofany claim under this warranty. Except as otherwise pmvided in this purchase order, the Sellers liability httcunder shall extend to all damages proximately caused by the breach ofany of the foregoing warm reties 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 rider. 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 odemd in the spceinatiom or drawings, by verbal or written change oiler. If any such change affects the amount due or the time ofperformance hereunder. an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser may at any time by written change odor, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjusmmnt between the panics as to any wad: err materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated pre its on the uncompleted paging ofthe goods and/or work, for incidental or consequential damages. and that no such adjustment be made in favor ofthe Sella with respect to any goods which are the Scllcrs standard stock. No such termination shall relieve the Purchaser an the Seller of ary of their obligations as to any goods delivered httcunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjusmwnt must be asserted within shim (30) days from the date the change or lamination is odacal. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished 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 elfec, or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated hacin by this reference. The Seller ogres to indemnify and hold the Purchase hamdess from all costs and damages suffered 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 odor, or any monies due or to become due hereunder without the prior written consent ofthe other parry. 10. TITLE. The Scllcr warrants full, clearand 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, reservations, security interest encumbrances and claims ofothcrs. The Seller shall release the Purchaser and its co ametors of any tier form all liability and claims of any nature exulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, officers and cmployccs ofsuch party. The Sella's contractual obligations. including warranty, shall not be deemed to be reduced, in any way. because such work is performed of caused to be performed by the Purehascr. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by later. patent, trademark or cepydght the Seller shall indemnifv and sera harmless the Purchaser from any and all claims for infringement by rcason of the use of such patented design, deice, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or dannge which it may be obliged to pay by reason ofstmh 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 mid equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purehascr the right to continue using said equipment or parts, 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, appaim a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser withoul liability. 16. GOVERNING LAW. The definitions afters used or the interpretation ofthc agreement and the rights ofall panics hereunder shall be construed under and governed by the Imes ofthe State of Colomdo, USA. The 4mllowing Additional Conditions apply only in cases where the Sella is to perform work hereunder. including the services of Sellers Represenmtive(s), on the premises ofothcrs. 17. SELLERS RESPONSIBILITY. The Sclla shall carry oa said work at Scllcrs own risk until the same is fully completed and accepted, and shall, in case of any accident, dstmction or injury to the work and/or materials before Seller's final completion and .acceptance, complete the work at Seller', own expense and to the sallsfaction of the Purchaser. When materials .and equipment are 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 odor. 19. INSURANCE. The Seller shall, at his own expense, porvide for the payment of workers compensation, including occupational disease benefits, to its employees employed no 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 Iiabilitv including, but not limited to, contractual and automobile public iobility incumne , with hedily injury and death limits of at least 5300.000 for any one person, 5500.000 fro 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 ofthe Sellers or his contractors cmployccs shall do any work upon the premises ofothcrs. the Seller shall famish the Purehascr 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 certificates shall specify the date when such compensation wad 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 property caused by or resulting from the execution ofthe work provided for in this purchase odcror in connection herewith. The Seller will indemnify and hold harmless the Purehascr and any or all of the Ruehvsers 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, ncglcet omission or default on the pan of the Scllcr, any of his contractors, or any of the Sellers or contractors officers. agents or cmployccs. In case any suit or other pmcadings shall be brought against the Purchaser, or its oRcas. 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 eontndom or any of its or Iheir officers, agents or employees as aforesaid. the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellcm own expense, to pay any and all costs, charges, anorcys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their olBccrs, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the pmperty ofthe Purehascr, or said panics in or as a result ofsuch 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 accesmiy for the prevention of accidents, comply with all laws and regulations with regard to safety including. but without limitntion, the Oeeupatiowl Safeh' and Health Act of 1970 and all mles and regulations issued pursuant therein. Revised 03/2010