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HomeMy WebLinkAbout102630 AYRES ASSOCIATES INC - PURCHASE ORDER - 9121417PURCHASE ORDER PO Number Page City Of121417 1 of z ' `t Collins his number must appear �7 on all invoices, packing slips and labels. Date: 03/08/2012 Vendor: 102630 AYRES ASSOCIATES INC PO BOX 270460 FORT COLLINS Colorado 80527-0460 Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 03/08/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price I ENGINEERING SERVICES WO#SB-2012-11 FOOTHILLS 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: 20,470.00 $20 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Teens and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt furniture and local Taxes. Our Exemption Number is 11. NONWAIVER. 99-f,1502. Federal Excise Tax Exemption Certificate of Registry 54-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance o(thc tans and conditions hereof failure or delay Ie Internal Revenue, Denver, Colorado (Rc(. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise any rights or remedies pmvidcd herein or by lam, failure to promptly nails, the Seller in the event of a breach, the acceptance ofor payment for good., 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 be deemed a waiver of any right of the damage in transit, may be rctvmcd to vet for credit and arc not to be replaced except area receipt of wrincn purchaser to insist upon strict perfomanec hercn(or any of in rights or remedies as to any such goods. regardless instructions from the City of Fort Collins. of when shipped received m accepted. as to env prior or subsequent default hereunder, nor shall any purponcd oral modification of reseirsinn of this purchase mole, by the Purchaser operate as a waiver of any of the tans 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 pan of the City of Fen Collins. Hmvcver. it is to he understood that FINAL Seller and the Purchaser recognize that in actual economic practice. overcharges resulting from antitmst ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. 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 nme have or hereafter Freight Terms. Shipments must be F.O.N., City of Foot Collins, WITT Wood St., Frio Collins, CO 50522. unless acquired under federal or state animist 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 he ncceptcd. 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 gonds by a date to be agreed upon by the expected form the ncarest 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 form greater distance. may cause the work to be Perfumed by the most expeditious means available to it. and the Seller shall pay all costs as,ociatcd with such work. Permits. Seller shall procure at sellers sole cost all necessary pewits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the wank is perfumed, ar r, p.imd 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 from and against all liability and loss incurred by them by reason of an asserted or established violation infamy such laws, mgulationn, onlimmices, rules and requirements, Authorization. All panics to this contract agree that the representatives are. in fact. bona Ode and possess full and complete authority to bind slid panics. LIMITATION OF TERMS. This Purchase Order cvprcc ly limits acceptance to the terms and conditions statal herein set forth and any supplementary or additional toms and conditions annexed hereto or incorpnratcd herein by reference. Any additional or different toms 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 premised delivery date as noted. Time is of the essence Delivery and performance most be effected within the time stated on the purchase order and the documents attached hcocta. No acts of the Purchasers including, w thant limitation, acceptance off anial late deliveries. shall operate as a waiver of this provision. In the event array delay. the Purchaser shall have, in addition to other legal and equitable remedies. the option nfplacing this order elsewhere and holding the Seller liable for damages. however, the Seller shall not be liable for damages as a result of dclnys due to causes not reasnnahly foreseeable which arc beyond its reasonable control and without its fault ofnegligcnee. such acts of God, acts o(eivil or militarymthmitics. governmental priorities, fires, strikes. Good, ePidemlcs, 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 -calved knoxdcdgc thereof. In the event of any such delay, the date o(ddivcry shall be extended for the penod equal to the time actually lost by reason ruche delay. 3. WARRANTY. The Seller variants that all good, i nicles, materials and work covered by this order will conform with applicable dmwings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and re-formed with the highest degree of care and competence in accordance with accepted smndenk for work of a similar nature. The Seller agrees to hold the purchaser hamless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wamnty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (I) year or within such longer period of time as may be prescribed by law or by the actions of any applicable warranty provided by the Seller after the date of acceptance of the good furnished hereunder (acceptance not to be uureasonably delayed), resulting form imperfect or defective work done ar material, furnished by the Seller. Acceptance or use of goorts by the Purchaser shall not constitute a waiver ofany claim under this uwrmnty. Except as otherwise provided in this purchase order. the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany ofthe foregoing wamntics or guarantees, but such liability shall in no event include toss of profits or loss of usc. NO IMPLIED \4ARRANTY OR MERCHANTABH,ITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. 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 toms, including additions to or deletions from the quantities originally ordered in the specifications or drawings by verbal or wrincn change order. If any such change affects the amount due or the time of pedomance 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 punters of the grads then not shipped, subject to any equitable adjustment bmvecn 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 Sad 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 arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any good, delivered hercnMcr. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment rant he asscncd within thirty (30) days From the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller wamnt, that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and delivier such documents as may be required to effect or evidence compliance. All laws and regulations required to he 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 cost and damages suffered by the Purchaser as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, mnsfer, or convey this order, or any monies due or to became due hereunder without the poor wTmmn consent of the other party. Ifi. TITLE. The Seller wamnty full, clear and unrestricted title In the Purchaser for all equipment, materials, and items furnished in performance of this agreement. free and clear of any and all liens, restrictions, reservations security interest encumbrances and claims ofothcrs. The Seller shall release the Purchaser and its contractors of any net form all liability and claims of any nature residual; from the pcfomanec of such work. This rcicase shall apply even in the event of fault of negligence of the party released and shall extend to the directors. officca and employees of such party. The Seller's emwractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is perfumed or caused to be perfomtcd by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by Tenet, patent, trademark or copvright, the Seller shall indenmify and save harmless the Purchaser form any and all claims for infringement by reason of the use of such patented design, device, material or pmecss in connection with the contract, and shall indemnify the Purchaser (or any cost, expense or damage which it may be obliged to pay by reason of such 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 ase of the goods, is in such snit held to constitute infringement and the use of mid 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 noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Set Ism properly or busi acts, this under may fondi th be canceled by the Purchaser without liability. Ifi. GOVERNING LAW. The dcfiaitinns of teats used a, the interpretation ofthc agreement and the rights ofall panics hereunder shall be construed undo rod governed by the Imes of the State of Colomdo. USA. The following Additional Conditions apply only in cases where the Seller is to perfoan work hereunder. including the scm ices of Sellers Rep esentative(s). on the premises ofothets. 17. SELLERS RESPONSIBILITY. The Seller shall carry oa said work at Seller's non risk until the same is fully completed and accepted, and shall. in cast, of any accident. destruction or injury, to the work and/or materials before Scllcrs final completion and acceptance, complete the work at Seller,; own expense and to the satisfaction o(thc Pamhascr. When mmcrials and equipment arc furnished by others for installation or erection by the Scllcr, the Seller shall receive, unload, store 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. IS. INSURANCE. The Scllcr shall, at his oxen 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 atsn carry comprehensive general liability including but not limited to, contractual and automobile public Imbility insurance with hMily injury and death limits of a least 5300.010 for any arc person. S500.000 fur, am, 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 finnish the Pmchascr with a renificatc that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such cer ificates shall specify the date when such compensation and insurance expires. The Scllcr agrees that such compeom im and insorm cc 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 for any and all damage, loss or injury crony kind or nature whatsoever to Persons or property caused by or resulting from the execution of the work pmvidcd for in this purchase order or in connection herewith. The Seller will indemnify and hold hornless the Purchaser and any or all of the Purchasers officers, agents and employees from and ogainst any and all claims, losses, 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 contractors officers, agents 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 Seller of any of his con".cons, or any of its or their officers. agents or employees as aforesaid. the Seller hereby agrees to assume the defense thereof and to defend the .ante at the Sellers own expense, to pay any and all costs, charges, attomcvs fees and other expenses. any and all judgment 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 Into he placed upon or obtained against The pmrcrty of the Purchaser, or said parties in or as n resell of such 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 conmcrors shall lake all safety precautions, famish and install all guards necessary for the prevention of accidents. comply with all laws and regubtions with regard to safety including. but without limitation. the Occupational Safety and Health Act of 1970 and all mlex and regulations issued pursuant thereto. Revised 03/2010