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HomeMy WebLinkAbout496759 STEER DAVIES GLEAVE - PURCHASE ORDER - 9117666Fort Collins Date: 02/13/2012 PURCHASE ORDER Vendor: 496759 STEER DAVIES GLEAVE 600 17TH ST SUITE 2800 SOUTH DENVER Colorado 80202 PO Number Page 9117666 1of2 This number must appear on all invoices, packing slips and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 FORTNER ROAD CITY OF FORT COLLINS Colorado Delivery Date: 12/29/2011 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Regional Transit service entity feasibility study 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: 173,517.00 $173, 517.00 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. Our Exemption Number is 11. NON WAIVER. 98-04502, Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict perfommnce of the terns and conditions hereof failure or delay to Internal Revenue, Denver, Colomdo (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by lawn, failure to promptly notify the Seller in the event of a breach, the acceptance ofm payment for goods hereunder or approval of the design, shall not release the Scllcr of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in nasit, may be returned to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such gwds, 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 oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc 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. Howcven it is to be undrstood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchase, Theretofore, for good cause and as consideration for encuting 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 Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or slate antitrust Imes 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 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 Height will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability munw'illingness 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 costs associated with .wch work. Permits. Seller shall procure at sellers sole cost all accessary pemmis. certificates and licenses required by all applicable laws, regulations, ordinances and rates 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 work of vendor. Seller further agrees to hold the City of Fort Collins hamdess man and against all liability and loss incurred by them by reason of an assened or established violation of any such laws, regulations, ordinances, mles and requirements. Aut mn=ion. All parties to this contract agree that the repressntati es are. in fact, bona tide and pouess 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 end any supplementary or additional tcros and conditions annexed heretic or incorporated herein by reference. Any additional or different terms and conditions proposed by seller arc objected to and hereby rejected. 1. 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 be 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 [are deliveries, shall operate as a waiver of this provision. In the event of any delay, the Parch., shall have in addition to other legal and equitable remedies, the option ofplacing this order clsavhctc 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 negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, Ilood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within rive (5) days of the time when the Seiler 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 confomt with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the,highest degree of cure and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless boom any loss, damage or expense which the Purchaser may suffer or incur on account of the Seller breach of warranty. The Seller shall replace, repair or make good. without cost to the purchacr, 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 temu ofany applicable warranty provided by the Seller alter 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 constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability h rounder shall extend to all damages pm.xinatcly caused by the breach ofany of the foregoing warranties or guarantees. but such liability shall in no event include loss of profits or loss of arc. NO IMPLIED WARRANTY Oft MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERNS. The Purchaser may m make any changes to the terms, other than legal terms, 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 ffeet, the amount due or the time ofperfomtanee hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written chance order, tbnainam 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 work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated pmtits 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 respect to any goods which am the Sellers standard smek. No such termination shall relieve the Purchaser or the Seller ofany of their obligations as to any goods delivered hereunder. 7. CLAIkIS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or tcmtination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrens that all goods sold hereunder shall hive been produced, sold, dcliverc 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 cv idcnce compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller anees to indemnity and hold the Purchaser harmless fmm 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 order, or any monies due or to beeottte due hereunder without the prior written consent of the other parry. 10. TITLE. The Seller w"arrans full, clear and 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 others, The Seller shot) release the Purch swr and is contactors of any net 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 party released and 'shall extend to the directors, attracts and employees of such parry. The Sellers contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or causal to be perfomw d 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 harmless 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 contact, and shall indemnify the Purchaser for any cost, expeose or damage which it maybe 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 suit 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, either procure for the Purchaser 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 benetit 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 of toms used or the imeprcation ofthe agreement and the rights of all parties hereunder shall be consuual under and gov rrted by the laws of the State of Colorado, USA. 'The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services ofSellers Representative(s), on the premises of others. 17, SELLERS RESPONSIBILfrY. "fhe Seller shall carry on said work at Settees 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 Sellers final completion and acceptance, complete the work at Sellers own expose and to the satisfaction of the Purchaser. 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 becona responsible 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 of workers compensation, including occupational disease benetla, 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 Scllcr 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 S300.000 for any one person. S500.0o) 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 of others, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have ben 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 iawranee axpirc, The Scllcr agrees that such compensation and insurance shall be maintained until after tlw emir 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 whasoaver to persons or property caused by or resulting fmm the execution ofthe work provided for in this purchase under or in connection herewith. The Seller will indemnify and hold hamdess the Purchaser and any or all of the Pu reloomrs officers. agents and can ployces from and against any and ell claims, Ioescs, 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 pan of the Scllcr, any of his contractors, or any of the Sellers or contactors officers, agents or employees. In cue any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees many time on account or by reason ofany act, action, neglect, omission or default of the Seller ofany of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assmic the defense thereof and to defend the saute 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 ease judgment or other lien be placed upon or obtained against the property of the Purchaser, or said panics in or as a result ofsuch suits or other proceedings. the Seller will at once cause the snore to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish 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 ml s and regulations issued pursuant thereto. Revised 03/20W