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HomeMy WebLinkAbout365856 ARROW FENCING AND AUTOMATED GATE - PURCHASE ORDER - 3212141PURCHASE ORDER PO Number Page City Of 3212141 t of s ' `t Collins OI l I n �+�7 This number must appear ` on all invoices, packing slips and labels. Date: 01/23/2012 Vendor: 365856 ARROW FENCING AND AUTOMATED GATE PO BOX 188 LAPORTE Colorado 80535 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 1 2012 ANNUAL BLANKET ORDER FOR UTILITIES 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: 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.Onr Exempt inn Number is 11. NONWAIVER. 99-W 502. Federal Excise Tax Exemption Certificate of Registry M-6000557 is registered with the Collector of Failure of the Pumhamr to insist upon strict performance of the terms 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 rcmMics pmvidcd herein or by lam, failure to promptly notify the Seiler in the event of a breach, the acceptance ofor pavmcat for goods heramder or approval of the design. shall not release the Seiler of Goods Rejected. GOODS REJECTED duo to failure to meet specifications, either when shipped or due to defects of any of the waremies or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be rctumed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon stricl performance bereofor any of its rights or remedies as to any such goods, rcgmdlesa instruction, From the Cite effort Collins. of when shipped, received nr accepted, as to any prior or .subsequent default hereunder, nor shall any purported ooi modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the tents Inspection. GOODS arc subject to the Citv of Fon 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 an 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 ovecharges resulting farm antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact borne by the Purchaser. Theretofore, for grad cause and asconsideration for executing this purchase order, the Scllcr hereby assigns to the Purchaser any and all claims it may now have or herea0cr Freight Temw. Shipments must be F.O.H., City of Fort Collins, 700 Wool St., Fort Critics. 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, PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance Where manufacturers have distributing points in various parts of the country, shipment is lithe Purchaser directs the Seiler to correct nonconforming or defective good by a date to be agreed upon by the expected firm the nearest distribution point to destination, and excess fright will be deducted fmm Invoice when Purehasir and the Seiler, and the Seiler thereafter 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 expedition% means available to it, and the Seiler shall pay all costs associw xJ with such work. Permits. Seiler shall procure at sellers sole cost 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 mark of vendor. Seiler further agrees to hold the City of Fen Collins harmless form and against all liability and Inc 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 said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplcmcntary or additional terra, and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by.scllcr are objected to and hereby rejected. 2. DELIVERY, PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive no your premised delivery date as noted. Time is of the essence. Delivery and performance must be cffc avd 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 other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seiler liable for damages. However, the Scller shall not be liable for damages is a result of delays due to causes not reasonably forcteceble which arc beyond its reasonable control and is ith na its fault of negligence. such acts of Gml. acts of civil or military authorities governmental priorities, fires, strikes, flord, epidemics, wars or rims provided that notice of the conch lions causing such delay is given to the Purchaser within five (5) days of the time when the Seiler first received knowledge thereof In the event of any such delay, the date of dcl ivory shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all good. articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will he 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 aware. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wamamv. The Seiler 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 more; ofany applicable warranty provided by the Seiler aRer the date of acceptance ofthc grads famished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect or defective work done or materials furnished by the Seiler. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Execpt as otherwise pmvidcd in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wumntics ry 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, other than legal terms, including additions to or deletions fmm the quantities originally ordcmd in the specifications or drawings. by verbal or moto , change order. If any such change affects the amount due or the time ofpafcrmamce 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 In any equitable adjustment between the parties 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 Seiler with respect to any gnods which are the Sellers standard stock. No such Ictro nation .shall relieve the Purchaser or the Seiler 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 termination is ordered. It. COMPLIANCE WITH LAW. The Seiler 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 good are subject. The Seiler shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to he incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seiler agrees to indemnify and hold the Purchaser harmless from all cost 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 hercanda without the prior written consent of the other parry. 10. TITLE. The Seiler warrants full, clear and unrcwricted title to the Purchaer for all equipment, matcruds, and items famished in Performance of this agreement. free and clear of any and all liens, restrictions, rescnalions, security interest encumbrances and claims of others. The Seiler shall rcicasc the Purchaser and its contractors of any licr from all liability and claims of any nature resulting fmm the performance ofsuch work. This release shall apply even in the event of fault of negligence of the parry relented and shall extend to the directors, officers and employees of such party. The Seller's contractual obligations, including warranty, shall not be deemed to he reduced, in any wny, because such work is performed or .used to he perl'nmod by the Purchaser. 14. PATENTS. Whenever the Seiler is required to use any design, device. material or process covered by letter. patent, trademark or copyright, the Seiler shall indemnify and save hamdcss the Purchaser fmm any and all claims for infringement by reason of the use of such patented design, device, material or purees 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 of such infringement at any time during the prosecution or niter the completion of the work. In cam said equipment. or any part thereof nr the intended ass of the goods, is in such snit 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 Purchaser the right to continue using mid equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15.INSOLVENCY. If the Seiler 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 be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ref terns used or the interpretation oftere agreement and the rights of all panics hereunder shall be constmed under and governed by the laws ofthe State of Colorado. USA. The following Additional Conditions apply only in cases where the Sellcr is to perform work hereunder, including the services of Scllcrs RcIumscntntive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seiler shall can,, on mid work at Setter's own risk until the same is fully completed and accepted. and shall. in ease of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or erection by the Scllcr, the Scllcr shall receive, unload, sore and handle same at the sit, and become mspnnsildc therefor as though such materials and/m equipment were being furnished by the Scllcr under the order. 18. INSURANCE. The Seiler shall. al 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 sate in which the wok is to be done. The Seiler shall also carry comprehensive general hahiliry 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 person. S500,000 for any one accident and property damage limit per accident of S400,000. The Seiler 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 open the premises ofathers, the Sclicr 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 insurance have been Provided. Such eco i ficates shall specify the date when such compcsation and insurance expires. The Seller agrees that such compensation and insurance shall be eirinained until after the emirs work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seiler 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 fmm the execution of the work provided for in this purchase order or in connection herewith. The Seiler will indemnify and hold taintless the Purchaser and any or all of the Purchasers officers, agents and employees fmm and against any and ill claims, losses damages. charges or expenses, whether direct or indirect. and whether to persons or pmpery to which the Purchaser may be put or subject by reason of any act. action, neglect, omission or default on the pan of the Seiler. . any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any snit or other proceedings shall be brought anainst the Purchaser, or its officers, agents or employees at any time on account or by reason of any act, action, neglect. emission or default of the Seiler of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seiler 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 ngninst the Purchaser or any of its or their officers. agents or employees in such suits or other proceedings and in ease iudgment or other lien be placed flown or obtained against the property oflhc Purchner. or mid parties in or as a result of such suits or other pmcceding, the Seiler will at once cause the tome to be disohcd and discharged by giving bond or otherwise. The Seiler and his contract. shall take all safety precautions, furnish and install all guards necessary for the prevention of ,accidents, comply with all laws and regdmions with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all miss and regulations issued pursuant thereto. Revised 03/2010