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HomeMy WebLinkAbout284920 NEXANT INC - PURCHASE ORDER - 9121006PURCHASE ORDER 912100er Page PO City Of 121006 1 of 2 ' `this number must appear Collins, 1 on all invoices, packing slips and labels. Date: 02/1612012 Vendor: 284920 Ship To: ELECTRIC UTILITIES NEXANT INC CITY OF FORT COLLINS 1401 WALLNUT ST STE 403 700 WOOD ST BOULDER Colorado 80302 FORT COLLINS Colorado 80521 Delivery Date: 02/16/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Ordered Extended Price Energy Services Technical 1 LOT LS 21,622.00 Assistance, Cooling Tower Evaporation Credit, NEX WO 12-06 Total $21,622.00 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 Turns and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fmm state and local taxes Our Exemption Number is 11. NON WAIVER. 98-04502. Federal Exeisc Tax Exemption Ceniftcate of Registry 94-6000587 is registered with the Collector of Failurc office Purchaser to insist upon strict performance of the toms and conditions hrelure eof, faior delay to Internal Revenue. Dcnvcr, Colomdo (Ref Colorado Revised Sanctums 1073. Chapter 39.26, 114 (.a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for good hcmunder or approval ofthe design, shall not release the Seller of Goods Rcieetcd. GOODS REJECTED due to failure to meet specifications, either mhen shipped or due to defects of any of the warn dies or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in Ransil. may be trimmed to you for crcxlit and arc not to be replaced except upon receipt of mrinen purchaser to insist upon strict performance hcrcofor any of its rights on remedies as m 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 oml 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 To" Collins inspection on mrival. hereof. Final Acceptance. Receipt of the mcrchimalm. services nr equipment in response to this order can result in IL ASSIGNMENT OF ANTITRUST CLAIMS, authorized payment oa the pan of the City of Fon Collins. Howcecr, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofnll applicable required inspection proeedums, violations 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 of hereafter Freight Terns. Shipments must he F.O.B.. City of Fort Collins, 700 Wood St.. Fran Collins, CO 90522, unless required under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order If pcmission is given to pmpery freight and charge sepaately. the original freight purchased or acquired by the Pumhaeer pursuant to this purchase order. bill must accompany invoice. Additional charges far 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 directs the Seller to correct nonconforming or defective good by a date to be agreed upon by the cxpcctod form, the nearest distributinn point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability orunwillingoess to comply, the Purehascr shipments arc made fmm grcatcr distance. may cause the work to be Performed by the most expeditions means available to it. and the Seller shall pay all costs associated with such work. pemits. Seller shall procure at sellers .sole cat all necessary permits, ccr ifiancs and licenses required by all applicable laws. regulations, ordinances and mles ofthe state, municipaliy, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vcvdmr Sclia 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. revilitinns, ordinances. rules and rcgniremcnts, Amhorinien. 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 Porshasc Order expressly limit acceptance to the tans and conditions stated herein set forth and any supplementary or additional tans and conditions annexed hereto or incorporated herein by reference. Any additional or different terns and conditions proposed by seller are objected m and hereby miccted. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if yen cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and perfomonfec 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 ref partial late deliveries, shall operate as a waiver of this precision. In the event nfany delay, the Purchaser shall have, in addition to other legal and cquitablc mmcdics, the option ofplacing this order elsewhere and holding the Seller liable for damages. HOPTv'er, the SCller 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 ofnegligence, such acts of God, acts ofeivil or military unh relies. governmental priontjes, fires strikes. Bond. epidemics, wms Or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) clays of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of ddivcry shall he extended for the period equal to the time actually lost by reason of the delay. 3, WARRANTY, The Seller uamnts that all goods anicics materials and work covered by this Onkn will confnm with applicable drawings, specifications, samples andlor other descriptions given, will be fit for the purposes intended, and performed with the highest degree create and competence in accordance with accepted standards for work of a similar nature The Seller agrees to hold the purchawr harmless from any loss, damage or expense which the Purchaser mry suffer or incur un account of the Sellers breach of wma, my. The Scllcr shall replace, repnir of nmke good, without cost to the purchaser, any defects or faults arming within one (1) year or within such longer period of time as may he prescribed by law or by the terms of any applicable wannty provided by the Seller after the date of acceptance of the good famished hereunder (acceptance not to be vnrensonably delayed), resulting front imperfect or defective work done or materials furnished by slag Seller. Acceptance or use of gondx by the Purchaser shall not constitute a waiver ofanv claim under this warranty. Except as ethersvi se pmvided in this purchase order, the Sellers liability hacnnder shalLcxtend to all damages proximately caused by the breach of any of the foregoing warm mice or puaanucs. but .such liability shall in no event include loss Of profits 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 tans by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Pamhmcr may make any changes to the terms. other than legal terms, including additions to or deletions from the quantities origiwlly ordered in the specifications or drmvings. by verbal or written change coder. If any such change affects the amount dice or the time of perfomuance hereunder, in equitable adjustment shall he made. fi. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all pnnions of the goods then not shipped subject to any cquitablc adjusonent between the panics as many work or materials then in prmress provided that the Purchaser shall not he liable for any claims for anticipated pmlits ran the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjosoment be made in favor of the Seller with respect to any good which arc the Scllcrs standard snick. No such termination shall relieve the Purchaser or the Seller nfany of their obligations as to any gents delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within shiny (30) days fmm the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Scllcr wannty that all goads sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the good 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 he incorporated in agreements of this character arc hereby incorporated Immin by this reference. The Seller agrees to indemnify and hold the Purehascr hemdcss from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such lam. 9. ASSIGNMENT. Neither parry shall assign, transfer, or comcy this order, or any monies chic or to become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Seller ..at, fall, clear and unrestricted title to the Pumhxscr for all equipment. materials, and items furnished in performance of this agreement. free and clear of any and all liens. restriclians, mscm.itiens, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the Performance of such work. This release shall apply even in the event of fault of negligence of the pane released and shall extend to the directors, off gets and employees of such party. The Seller's contractual obligations. including wannty, shall not be decmod to he reduced. in any may. beeausc such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material oar process covered by hover. patent. ondemrrk or copyright, the Seller shall indemnifv and sme hemdess the Purchaser from now and all claims for infingement by reason of the use of such patented design, device. material or process in connection with the contract, and shall indemnifv the Purchaser for any cost, expense or damge 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 pan thereof or the intended use of the goods, is in such snit held to constitute infringement and the use of mid equipment or part is enjoined. the SCIICr shall, at its own expense and at its option, either porcine for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it so it beenmcs noninfringing. 15. INSOLVENCY. If the Scllcr shall become insolvent or bankrupt. make an assignment for the benefit of creditors, appoint a receiver ar Rowe for any of the Sellers pm cm or business, this order may forthwith he canceled by the Purehascr without linbility. 16. GOVERNING LAW. The defnitians aftcros used niche interpretation ofthe ncrccmcnt and the rights ofull panics hereunder shall be construed under and governed by the laws office State of Colomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Scllcrs Represenmtive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller, .,a risk until the same is fully completed and accepted.and shall, in case of any accident, destruction or injury to the .cork and/or materials before Seller's firm[ completion and acceptance, complete the work at Seller's own expense and to the xatisfnvoon of the Purchaser. When materials and equipment arc furnished by others for installation or erection by the Scllcr. the Scllcr shall receive, unload. store and handle mane at the Inc and become responsible therefor as though such materials and/or equipment were being furnished by the Scllcr under the order. IA. INSURANCE. The Seller shall. at his own expense. provide for the payment of workers compensation, including oceupationd disease hencfits to its Cnmlovca cmpinycd 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 ]cast SJ00,000 for any one person. S560,17ato for any one accident and pmpenv 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 famish the Purchaser with a ccnifteete that such compensation and insurance Time been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such eompensntion and insurance expires. The Scllcr agrees that .such compensation and insurance shall he maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hereby assumes the entire responsibilityand liability for anv and all damnge. loss Or injury of anv kind or nature whatsoever to persons or property caused by or resulting fmm the execration ofthe work provided for in this purchase order or in connection herewith. The Scllcr will indemnify and hold harmless the Purchaser and any r all of the Purchasers officers. agents and employees form and against anv and all claims me cs. damages. charges or expenses. whether direct or indirect, and whether to persons or property 1. which the Purcha¢m mar' be put or subject by reason of any act. action. neglect. omission or default on the pun of the Seller, anv of his contractors. or anv of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser. ar its ofcca, agents or employees at any time on account or by mason of any act, action, neglect omission or default office Seller of any of his contractors or any of its or their oReem, agents or employees as aforesaid, the Seller hereby agrees to assume the defense therenf nd to defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expcmcs, any and all judgments that may be incurred by or obtained against the Purehascr or any of its or their olBccm. agents or employees in such suits or other proceedings, and in ease judgment or other lien be placed upon or obtained against the pmperty of the Purchaser. or said panics in or as a resolt of such suits or other pmecedings. the Scllcr will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all sefcry precautions. furnish and install all guards necessary for the prevention of accidents. comply with all laws and remlations with regard to c fvy including, but without limitation. the Occupational Safety and Health Act of 1970 and all miss and regulations issued pursuant flomm. Revised 0312010