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HomeMy WebLinkAbout113258 ADVANCED DRAINAGE SYSTEMS INC - PURCHASE ORDER - 3212135PURCHASE ORDER PO Number Page City Of 3212135 1 of z ' `t Collins This number must appear on all invoices, packing slips and labels. Date: 01123/2012 Vendor: 113258 ADVANCED DRAINAGE SYSTEMS INC 6800 SMITH ROAD DENVER Colorado 80207 Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 01/20/2012 Buyer: OPAL DICK 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 2012 Blanket Order Utilities Rm� C3, O!l�siQ J� 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: 10,000.00 $1 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. Too exemption,. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVF,R. 99-11,1502. Federal Excise Tax Exemption Certificate of Registry 94-6(fin R7 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the tans 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 hcrcin or by law, failure to promptly notify the Seller in the event turn breach, the acceptance ofor payment for good hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any ofthe mmnintics or obligations of this purchase order and shall not be detected a waiver of any right of the damage in transit, may be rchtmed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hercofor any of its rights or numerics as inane such goods. regardless imnuctions from the City of For, Collins. of when shipped, received or accepted, as to any prior or subsequent defnnit hereunder, nor shall any purported unl modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise services or equipment in resporwe to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part 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 fmm antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact union, by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase offer, the Seller hereby assigns to the Purchaser any and all claims it may any, have or hereafter Freight Terms. Shipments must he F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 90522, unless acquired undo 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. Shipment Distance. Where manufacturers have distributing Points in various parts of the country, shipment is expMcd from the nearest distribution point to destination. and excess freight will be deducted from Invoice when shipments arc made fmm greater distance. Permits. Seller shall procure at sellers sale cost all necessary permits, certificates and licenses required by all applicable laws, regulations. ordinances aad rules f the state, municipality, territory or political subdivision where the work is porrmmred, or required by any nth" duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless boom 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 arc, in fact, bon, fide and possess full and complete authority m bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and 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 ifycu cannot make complete shipment to arrive on your premised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the dmuments attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial late del iverics, shall operate as a waiver of this provision. In the event crony delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option afplacing this order elsewhere and building 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 rca onable control and without its fault of negligence. such acts of God, acts of civil or militaryauthorities, governmental priorities, fires, strikes. hood, 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 Scllu first received knowiedge thereof In the event of any such delay, the date of delivery shall he extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants that all good, articles, materials and work covered by this order will conform with applicable drawings, speci&ations, samples and/or other descriptions given, wilf be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of o similar room. The Seller agrees to hold the purchaser harmless fmm any lass, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warmmy. The Scllcr shall replace, repair of make good, without cast to the pumhascr, any defects ar faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the corms crony applicable warranty provided by the Seller aRcr the date of acceptance ofthc gads famished hereunder (acceptance not to he unreasonably delayed), resulting fmm imperfect or defective work done or materials famished by the Seller. Acceptance or use of gaols by the Purchaser shall col constitute a waiver of any claim under this wamnty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend in all damages proximately caused by the breach of any of the foregoing wamntics or gu,mntces, but such liability shall in no event include less of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITN FSS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Pumhasr may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, tuba than legal room, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or wsittcn change order. If any such change affects the amount due or the time ofperfomance hereunder. an equitable adjustment shall be made. fi. TERMINATIONS. The Purchasr may at any time by written change order, ruminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjusment between 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 work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respcet to any goods which are the Scllcrs standard stock. No such munumation shall relieve the Purchaser or the Seller of any of their obligations as to any gads dcliscmd hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change er termination is ordered. R. COMPLIANCE. WITH LAW, The Seller warrants 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 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 agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamlcss fmes m all crisis 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 order. or any monies due or to become due hereunder without the prior written consent ofthe other parry. 10. TITLE. The Seller warrants full, dentinal unrestricted title to the Purchaser for all equipment, mateciak, and items furnished in performance of this agreement free and clear of any and ail liens, restrictions, reservations, security interest encumbrances aad claims ofothers. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Scller, and the Seller Ihcrcoficr indicates its inability or unwillingness to comply, the Purchaser may cause the work to be rerfnmcd by the most expeditious means available to it and the Scllcr shall pay all costs associated with such work. The Seller shill release the Pnrchascr and its contractors of any her from all liability and claims of any nature resulting 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, officersand employees of such party. The Seller's contractual obligations, including wamnty. shall not be deemed to be reduced, in any way, because such work is performed or caused to he Performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design. device, material or process covered by letter, patent, trademark or copyright, the Sellershall indemnify and save hi moles 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 concoct, and shall indemnify the Purchaser for any 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 case said equipment, or any part therenf 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 mid equipment or pang replace the same with substantially equal but noninrringing equipment, or modify it so it becomes noninfringing. IS. INSOLVENCY. If the Scllcr shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint n receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser within liability. 16. GOVERNING LAW. The definitions of lens used or the interpretation trim, agreement and the rights craft parties hereunder shall be construed underand governed by the laws ofthe State of Colomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perfam work hereunder, including the services of Scllcrs Rcprescnfnlivc(s), ran the premises of others. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry on said work at Scllc/s own risk until the omit is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Scllcrs final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Pnrchascr. When 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 famished by the Seller under the order. IR. INSURANCE. The Seller shall, at his own expense, provide for the payment of arorkers compensation, including occupational disease benefit,, to its empinyces employed on or in connection with the work covered by this purchase order. and/err 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, btu not limited to, contractual and antonmbilc public liability insurance with bodily injury and death limits d at least S300,000 for any one person. S500,000 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 compensation and insurance. Before any of the Sellers or his contractors employees shall do any .work upon the premises troffers, the Seller shall fi mu h 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 been provided. Such certificates shall specify the date when such compensation and insurance expires The Scllcr agrees that such compensation and insurance shall be maintained until tiller the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibilityand liability for any and all damage, loss or injury crafty kind or nature whatsoever to persons or properly caused by or resulting front the execution ofthe work pmvided for in this purchase order or in connection herewith. The Seller will indemnify and hold hamdess 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 reforms or property to which the Purchase, may be put or subject by reason crafty net. action, neglect, omission or default on the pan of the Scllcr, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other f rocecings 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 crony of his contractors citify of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the saute n1 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 cam judgment or other lien be placed upon or obtained against the pmperty 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 Scllcr 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 mlcs and regulations issued pursuant therein. Rc'iscd 0312010