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HomeMy WebLinkAbout214608 ATKINS NORTH AMERICAN INC - PURCHASE ORDER - 9102518City of art Collins PURCHASE ORDER Date: 02/23/2012 Vendor: 214608 ATKINS NORTH AMERICAN INC 4601 DTC BLVD SUITE 700 DENVER Colorado 80237 PO Number Page 9102518 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: 05/12/2010 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 3 Change order 2 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 EA Total Invoice Address: 38,750.00 750.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchasc Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By smote the City of Fort Collins is exempt from state and local talcs. Our Exemption Number is 11. NONWAIVER. 95-04502. Fcderal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the term and conditions hereof. failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39 26. 114 (n). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the rent of n breach, the acceptance ofor payment for goods hereunder or approval of the design, shall not release the Seller 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 he deemed n waiver of any right of -the damage in transit may be maimed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance herwfor any of its rights or remedies as to any 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 parpnnal am l modification or rc,cissinn of this purchase under 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 nerchandise, services or equipment in rcgmnse to this arder,mo result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However. it is to he understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent open completion ofall applicable required inspection procedures. violations are in fact borne 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 herea Rcr Freight Terms. Shipments most be F.O.B., City of Fort Collins. 700 W'. d St., Fen Collins, CO 80522. unless acquired under federal or state antitrust Imes for such overcharges relating to the panieular goods or services mhcmise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Pnrchascr 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 pans of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective Foods by a dote 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 am made From greater distance. may cause the work to be performed by the most expeditious means available to it and the Scllcr shall pay all omts usseciamd with such work. Permits Seller shall procure at sellers sole cost all necessary permits, ecnificates 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 work of r"alm. Seller Further agrees to hold the City of Fen Collins harmless fmm and against all liability and Inc incurred by them by reason of an assert or card lishcd violation crony such laws, regulations, ordinances, rules and rognmeacnts. Auflumintion. All parties to this contract agree that the representatives arc. in fact, bona fide and possess full and complete authority m bird said panics. LIMITATION OF TERMS. This Purchasc 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 reference. Any additional or different terms and conditions proposed by Scllcr arc 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 tribe ecence. Delivery and performance most be eRccted within the time stated on the purchase order and the documents attached herclo. No acts of the Purchasers including. without limitation, acceptance ofpanial late deliveries, shall operate as a waiver of this provision. In the event crane 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 muses not reasonably foreseeable which am beyond its reasonable control and without its fault ofnegligenee. such acts of God, acts ofcivil or military authorities, governmental priorities, Lines, strikes. Rod, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within fvc (5) days of the time when the Scllcr 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 conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and petf rued with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser hamlets from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of worm my. The Seller 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 isms crony applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting From imperfect or defective work dame or materials famished by the Seller. Acceptance or use of good by the Purchaser shall not constitute a waiver crony claim tinder this warrnty. Except as other, ise provided in this purchase order, the Sclicrs liability hereunder shall extend To all damages proximately ceased by the breach of any of the foregoing wamntics or guarantees but such liability shall in no event include loss ofprofits 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 wrinen change order. 5. CHANGES IN COMMERCIAL TERMS. "rhe Purchaser may make any changes to the toms. Other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal err written change order. If any such change affects the amount due or the time ofperformance hereunder, an equitable adjustment shall be made. b. TERMINATIONS. The Purchaser may at any time by wrinen change order, terminate this agreement as to any or all portions Of the good then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in prxie provided that the Pumhasar shall not be liable for any claims Lim anticipated profits on the uncompleted portion ofthc gaols and/or work, for incidental or consequential damages. and that no such adjusment be made in favor of the Seller with respect many goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any ofthcir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be ascend within thirty (30) days from the date the change or termination is ordered. 9. COMPLIANCE WITH LAW, The Seller warrants that all good 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 Seiler 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 hnmless fmm all costs and damages suRered by the Purchaser as a result of the Scllers 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 wrinen consent of the other party. 10. TITLE. The Seller wamnts full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement free and clear of any and oil liens, restrictions reservations 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 mature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, affi"rs and cmployccs ofsuch parry. The Scller's eontraehml obligations. including warranty. shall not be deemed to he reduced. in any way, bemuse 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 or process covered by letter. patent, trademark 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 Talented design, device, material or process in connection with the contract. and shall indemnify the Pumhascr for any cost, expense or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or aner 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 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 pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes nnninfringing. 15. INSOLVENCY. If the Seiler shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a reed vcr or trustee for any of the Sel less property or business, this order may fordo,i th be canceled by the Purchaser without liability. 16, GOVERNING LAW. The definitions ofterms used or the inteTrctionat of -the agreement and the rights troll panics hereunder shall be construed under and governed by the laws of the State of Colmodo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellcis Rcrommmiivc(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's 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 Scllers final completion and acceptance, complete the work at Scllers own cxpensc and to the satisfaction ofthe Purchaser. When materials and equipment an famished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and became responsible therefor as though such materials and/or equipment were being foraishcd by the Seller under the order. IS, INSURANCE. The Seller shall, at his own expense, prmidc 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 nut limited to, contractual and automobile public liability insurance with bodily injury and death limiu oral Icust S300,000 for any one person. S500.000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, irony, to provide for such mr pers tlon and Insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises ofathei- , 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 insurance have hcm provided. Such ecnificates shall specify the date when such compensation and insurance expires. The Scllcr agrees thin 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 cntirc responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase orderor in connection herewith. The Seller will indemnify and held hamlcc the Purchaser and any or oil critic 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 property to which the Puabascr may he put or subject by reason of any act, action, neglect, omission or default coo the pan 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. agent or employees at any 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 their officers. agent or employees as aforesaid, the Seller hereby agrees 1,assume the defense thereof and to defend the same ;it the Sellcts own cxpensc, to pay any and all costs, charges, attorneys lees 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, err said parties in or as a result of inch suits or other proceedings, the Seller 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, famish and install all guards necessary far the prevention of accident, comply with all Imes and mgulalions with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant dancto. Revised 0312010