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HomeMy WebLinkAbout116438 POUDRE VALLEY REA - PURCHASE ORDER - 9120632PURCHASE ORDER PO Number Page City Of9120632 1 of z F6r} CThis number must appear //_',�v`'' ` CollinsJ on all invoices, packing slips and labels. Date: 01/31/2012 Vendor: 116438 Ship To: ELECTRIC UTILITIES POUDRE VALLEY REA CITY OF FORT COLLINS/ ATTN: TERRY WILLIS 700 WOOD ST PO BOX 272550 FORT COLLINS Colorado 80521 FORT COLLINS Colorado 80527 Delivery Date: 01/30/2012 Buyer: OPAL DICK Note: / Line Description /Quantity UOM Unit Price Extended Ordered Price 2011 Poudre Valley REA Service / 1 LOT EA 344,757.98 Rights Co Statute40-9.5-204 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 Total $344,757.98 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Ternls and Conditions Page 2 of 2 L COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon ftict 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). cxemise any rights or remedies pmvidcd herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of Cools Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the wornnties or obligations of this p rrel nsc order and shall not be deemed a waiver of any right of the damage in transit, may be returned to you for credit and arc not to be replaced except upon receipt of written Purchaser to insist upon strict performance hereof or may of its rights or remedies as to anv such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported coal 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 response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins Howvvcr, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitaist ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures, violation, are in fact home 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.A., 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 oa this code,. If permission is given to prepny freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase orden bill must accompany invoice Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacmrcrs have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct noncerfnfri ng or defective goods by a date to be agreed upon by the expected form 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 are made From greater distance. may cause the work to be performed by the most expeditious means available to it. and the Seller shall pay all cows acociatcd with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regutations, ordinances and rules ofthe 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, mles and requirements. Authorization. All parties to this contract agree that the representatives are, in fact, 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 forth and any supplementary or additional terms and conditions annexed hereto or incorperated herein by refercnec. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected 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 opemte as a waiver of this prevision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing 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 arc beyond its reasonable control and without its fault of negligenec, such acts of God. acts ofeivil or military authorities, governmental priorities, rims, strikes. Mond, 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 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 uUmnts that all goods. articles, material, 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 avith accepted standards for work of a similar nature. The Seller agrees to hold the purchaser hamilcss from any loss, damage or expense which the Purchaser may sutler or incur on account of the Sellers breach ofwarranty. The Seller shall replace, repair or make good. without ems, to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by lea or by the forms ofany applicable warranty provided by the Scllcr nOcr the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constiute a waiver ofany claim under this warranty. Except as athcncisc pmvidcd in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamnties or 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. CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANCES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms. other than legal temx, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time ofperfomancc 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 betoccn 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 ofthe Seller with respect to any goods which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods ddn Bred hereunder, 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thin (30) days From the date the change or termination is ordered. S. 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 effect or evidence 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 ofthe 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 of the other parry. 10. TITLE. The Seller ovamntfs full, clearand unrestricted title to the Purchaser for all equipment, materials. and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of othcrs. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance ofsueh 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', contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is eequimd to merry design, device, material or process covered by loner, patent. Trademark or copyright, the Scllcr shall indemnify and save harmless the Purchaser Form any and all claims for infringement by reason of the use of such patented design, device, nmtenal 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 ofsueh infringement at any time during the prosecution or after the completion of the work. In case said equipment. or any part thereof 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 man expense and at its option, either procure for the Pumhaseo the right to continue using said equipment or parts replace the same with substantially equal but noninfringing equipment, or modify it so it becomes t oninfnnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of crcdilors,_ appoint -a receiver or trustee for any of the Scllers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tcmss used or the interpretation ofthe agreement and the rights ofell parties hereunder shall be construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Selicr is to perform work hercunder, including the services of Scllers Represenotive(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry, on said work at Seller's own risk until the sonic is fully completed and accepted, and shall, in case of any accident, dcstmction 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 ofthe Parchrxer. When materials and equipment arc famished by others for installation or erection by the Seller, the Seller shall receive, Unload. store and handle same at the site and become responsiblc therefor as though such materials and/or equipment were being furnished by the Seller under the order. 19. INSURANCE, The Scllcr shall, at his own expense, provide for the payment ofworkeN 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, contractual and automobile public liability insurnncc with bodily injury and death limits of at least S300.000 for any one Fervor. S500.000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors, if ony, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of othcrs, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurnncc have been provided. Such eertifiestes shall specify the date when such compemmina 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 hcrcby 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 of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hamilcss the Purchaser and any or all of the Purchasers officers, agents and employees Form and against any and all claims, lac es, 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, omission or default on the part of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers. agents or employees i t ony 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 Ihcir officers, 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 affects. ,agents or employees in such suits or other proceedings, and in ease judgment or, other lien be placed upon or obtained against the property ofthe Purchaser, or said parties in or as a result of such suits or other proceedings. the Seller will at once came the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install ail 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 ndcs and regulations issued pursuant thereto. Revised 03/2010