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HomeMy WebLinkAbout214608 ATKINS NORTH AMERICAN INC - PURCHASE ORDER - 9117628City of Date: 12/28/2011 Vendor: 214608 ATKINS NORTH AMERICAN INC 4601 DTC BLVD SUITE 700 DENVER Colorado 80237 PURCHASE ORDER PO Number Page ' 9117628 1of2 This number must appear on all invoices, packing slips and labels. Ship To: TRANSPORTATION PLANNING & 281 NORTH COLLEGE FORT COLLLINS Colorado 80524 Delivery Date: 12/28/2011 Buyer: 'JOHN STEPHEN Note: Line Description Quantity UOM 'Unit Price . Extended Ordered . Price Trans. Planning On -Call PLOT' LS 30,000.00 PER WORK ORDER NUMBER 901003-01-11 2. Engineering portion 1 LOT EA , :10,000.00 Total 1$40;000.00 I City of Fort Collins Director of Purchasing and Risk Management Invoice Address: 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 Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By stamlc the City of Pon Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in tmansit. may be resumed to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Fen Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and coddilions hereof, failure or delay to exercise any rights or remedies provided herein or by law,'failurcro promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be dermal a waiver of any right of the Purchaser to insist upon strict performance hereof or any of its rights or mince ics as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default harunda, nor. shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms 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 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, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fad home by the Purchaser. Theretofore, for good cause and as considciation 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 mum be F.O.B., City of Fort Collins. 700 Wood St. Pon Collins. CO 80522, unless acquired under federal or state antitrust laws for such overcharges miming to the particular goods or services otherwise specified an 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 most accompany invoice. Additional charges for jacking Will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distdbufing points in various pans of the country, shipment is Ifthe Purchaser directs the Sella to wired nonconforming or defective goads by a date to be agreed upon by the expected from 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 arc made from g uita distance. may cause the work to be performed by the most expeditious means available to it, end the Seller shall pay all costs associatcdwith such work. Permits. Sella shall procure at sellers sole cost ail naasary permits, eenifieates and licemes required by all applicable laws. MgulationS, ordinances and roles of the state, municipality, territory or political subdivision where the work is performed, or required by any mho duty constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fan Collins harmless focal and against all liability and loss mcarmcd by them by reason of an warned or established violation of any such laws, regulations, ordinances. rules and requirements. The Seller shall rcicase the Purchaser and its contractors ofany ficr from all liability and claims of any nature resulting from the perfora anec of such work. This release shall apply even in the event of fault of negligence of the parry mimed and shall extend to the directors, officers and employees of such party. -, Authorization. All parties to this central agree that the representatives are, in fact, bona fide and possess full and The Sellers commenced obligations, including warranty, shall not be deemed to be reduced, in any way, because complete authority to bind slid parties. such work is pafmmed or caused to be perfnnned by the Purchaser. 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 14. PATENTS. reference. Any additional or different terms and conditions proposed by seller arc objected to and hereby rejected. Whenever the Sella is required to use any design, device, material or process covered by Tend, patent trademark 2. 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 esscucc. Delivery and performance must be cffecmd within the time Mated on lhcpurchase older and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpanial 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 Seller liable for damages. However, the Sella shall not be liable for damages as,a result of delays due 10 causes not raasanably foreseeable which am beyond its reasonable control and without its fault of negligence, such acts fGod. acts ofcivil or military authorities, governmental priorifies. Gros, stokes. Good, epidemics, wars or riots provided that notice of the conditions causing mch 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 penod 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 conform with applicable dmwiags, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and pafotmed With the highest degree of care and competence in accordance with accepted standards for Work of a similar natuic: 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 warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (U year at within such longer period of time as may be prescribed by law or by the terms ofany applicable warremy provided by the Seller after the date of acceptance of the goods furnished hercunda (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Sella. 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 hereunder shallextend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss nfprofits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. ;. r 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 terns, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by cabal or written change order. If any such change affects the amount due or the time ofperformanec hcreunda, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchase may at any time by written change order, terminate this agreement as to any or all portions of the goods then net shipped. subjed 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 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 Sella with respect to any goods which arc the Sellers standard stock- No such termination shall relieve the Pumhasa or the Sella of any oftheir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asscned within chilly (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Sella warrants that all goods sold hcrcueder shall have been Produced, said, delivered and famished in strict compliance with all applicable laws and regulations to which the grads arc subject The Seller shall execute and deliver such documents as may be required to effect or cvdcoce compliance. All laws and regulations required to be incorporated in agreements ofthis character are hereby incorpomted herein by this reference. The Seller agrees to indemnify and hold the Purchase harmless from 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, namfcw or convey this order, or any monies due or to become due haeunda without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser far all equipment, materials, and items famished in performance of this agreement, free and clear of any and all liens restriclions, reservations, security interest encumbrances and claims ofothcrs. or copyright, the Seller shall 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 contract, and shall indemnify the Purchaser for any cast expense or damage which it may be obliged to pay by reason ofmch infringement at any time during the prosecution or after the completion of the work. Incase 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 part is enjoined, the Seller shall, et its own expense and at its option, either procure for the Purchases the right to continueusingmid equipment or pans, 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 bankmpt 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. - .t 16. GOVERNING LAW. - The definitions ofternes used or the interpretation ofthe agreement and the rights afall panics hereunder shall be conshued under and govcmed by the laws ofthe State of Colorado. USA. The following Additional Conditions apply only cases wherC the Scllcr is -to perform work hereunder. including the services of Scllcrs Rcprcsentafive(s), on the premises of others. 17. SELLERS RESPONSIBILITY, The Seller shall carry on said work at Sellers own risk until fhe same is fully completed and accepted, and shall, in case ofany 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 are furnished by of cts.for installation or erection by the Sella, the Seller Shill receive, unload. star, and handle same at the site and become responsible therefor as though such materials and/or equipment Were being furnished by the Seller under the order. 19. INSURANCE. The Seller shall, at 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 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 insurance with bodily injury and death limits of at least S300.W0 for any one person. S500.000 far any one accident and property damage limit pa 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 Sella 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 ban provided. Such certificates shall specify the date when such compensation 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 hereby assumes the entire responsibility and liability fm any and all damage, loss or injury ofany kind or namrc w•halsoevcr 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 Sella will indemnify and hold homeless the Purchaser and any ar all of the Purchasers officers, agents and employees fmm and against any and all claims. losses, damages. Charges or expenses, whether direct or indirect and whether to persons or propcm to which the Purchaser may In per or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his contractors. or any of the Sellers or contmdors officers, agent or employees. In case any suit or other proceedings 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 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 thenmf 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 officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, at said parties in or as a mull of such suits or other proceedings. the Sella will at once cause 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 Safcry and Health Act of 1970 and all mica and regulations issued pursuant thereto Revised 03/2010 -