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HomeMy WebLinkAbout466764 UNION PACIFIC RAILROAD COMPANY - PURCHASE ORDER - 9121624PURCHASE ORDER PO Number Page City Of 9121624 t of 2 ' `t Collins This number must appear ` 1 1 on all invoices, packing slips and labels. Date: 03/16/2012 Vendor: 466764 UNION PACIFIC RAILROAD COMPANY 1400 DOUGLAS ST - MS 1690 OMAHA Nebraska 68179-1690 Ship To: ENGINEERING DIVISION CITY OF FORT COLLINS 281 N COLLEGE AVE FORT COLLINS Colorado 80521 Delivery Date: 03/16/2012 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price Harmony Rd. Maintenance Install signals & gates Per Invoice #90023520. c3. o%�4es� 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: 8,131.52 131.52 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tenns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. Hy statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 99-01502. Federal Excise Tax Exemption Certillum of Registry 94-60 X)SIO is registered with the Collector of Failure of the Pumhoser in insist Aron strict performance of the terns and conditions hereof. failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise any rights or remedies pro, ided herein or by law, failure to promptly antify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS RFJECTED due to failure to coed specification, either when shipped or due to defects of any of the wammics or obligations of this purchase order and shall not be deemed a waiver crane right of the damage in transit, may be returned to you for credit and am not to be replaced except upon receipt of written purchaser to insist upon striel pefomancc hcrcofor any of its rights or rcmedics as to any such goods, regardless instructions from the City of Fell Collins. of when shipped, received or accepted. as to any prior or subsequent default hereunder. nor .shall any purported ned morli6exainn or rescission of this purchase order be the Purchaser operate as a waiver Array 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. authomwd payment on the part 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 fact borne by the Purchascr. Theretofore, for gnod cause and as consideration for executing this purchase order, the Seiler 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 50522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise spttificd on this order. If permission is given to prepay freight and charge separately, the originel freight purchased or acquired by the Purchaser pursuant to this purchase orden bill must accompany invnicc. 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 front the nearest distribution point to destinanna, and excess freight will be deducted from Invoice when Pnrchnscr and the Seller, and the Seller thereafter indicates its inability or unwillingness 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 such work. Pemifs. Seller shall procure at sellers sale cost all necessary pemtita, certificates and licenses required by all applicable laws, regulations. ordinances and roles 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 hamlrs from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, odes and requirements. Authanialion. All parties to this contract agree that the rcprewatitiwes arc. in fact. bona fide and possess full and complete authority to hind, aid panics, LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the hems and conditions stated herein net Innh and any supplementary m addilional terms and conditions annexed herein or incorporated herein by reference. Any mdditinnal or different terms and conditions proposed by seller arc objected torrid hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to move on your promised delivery date as noted. Time is Af the essence. Delivery and perfomanee most be effected within the time stated on the purchase order and the docamenu attached hereto. No ass of the Purchasers including, without limitation, acceptance of genial life deliveries, shall nperate as a waiver of this provision. In the went Array delay, the Purchaser shall have, in addition to other legal and equitable rcmedics, the option nfplacing this order claovhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages is a result of delays due to causes not reamnably Foreseeable which arc beyond its reasonable control and without its fault ofacgligence. such acts of Gd. acts ofeivil or military authorities, govemmemal priorities, fins, strikes. Bond, epidemics, wars or nor, Provided that notice of the conditions causing such delay is given to the Purchaser within Ewe (5) days of the time Whim the Sell lee For received knowledgc thereof. In the event of any such delay, the date of delivery shall be extended for the period equal m the time actually lost by reason of the delay. 3. WARRANTY. The Seller reamnts that all good, 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 performed with the highest degree of cam and competence in accordance with accepted standard for work of a similar nature. The Seller agrees to hold the Purchaser hamlet from any loss, damage or cspeasc which the Purchaser may suffer or incur on account of the Sellers breach of wamnry. The Seller shall replace. repair or make good, with cal cost to the Purchascr, any defects car fulls arising within rote (1) year or within such longer period of time as may be prescribed by law or by the lean of any applicable warranty provided by the Seller after the date of acceptance of the good furnished hereunder (aacptxnce not to be unreasonably delayed), resulting from imperfect or defective work done or materials finished by the Seiler. Acceptance or use of ends by the Purchaser shall not constitute a waiver ofany claim under this wamnry. Execrate, otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamnaics AT guarantees, but such liability shall in no event include dos of pmft, Ar loss ofa,e. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchascr may make changes to legal toms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms other than legal terms, including additions to or deletions from the quantities originally Arsleted in the spocifea tions car drawings. by verbal or written change order. If any such change affects the anmnnf duc or the time ofperformance 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 portions of the good then net shipped, subject to any f,mad e r liA,nncnt between the panics as to any work or materials darn 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 he made in favor Af the Seller with respect to any good which arc the Sellers standard stock. No such termination shall relieve the Purchaser at the Seiler of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Anv claim for adjustment must be asserted within thirty (30) days from the date the change or termination is amend. g. COMPLIANCE WITH LAW, The Seller wamnts 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 grads arc subject The Seller shall execute and deliver such documentsas 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 Purchascr 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, transfer, or convey this order. Array monies due or to became due hereunder without the poor written consent of the other parry. 10. TITLE. The Seller wamntt hell, clear and mme,ricmd title to the Purchaser Inn all equipment. materials, and items furnished in pMormance of this agrecmcnt, fine and clear of any and all liens, restrictions, resonation, security interest encumbrance, and claims of others. The Seller shall rdcau the Purchaser and its contractors of any licr from all Iiabiliry 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 parry released and shall extend to the dircetms, otfiects and cmployccs of such party. The Seller's contractual obligations, including warranty. shall not be deemed to he reduced, in any way, because such work is performed or caused to he performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to uscany design, device, material or process covered by Ieucr, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of alto use of such reimumd design, device. material or paces in connection with the contract, and shall indemnify the Purchascr for nay cost, expense or damage which it may be obliged In pay by reason of such infringement tit any time during the prosecution or after the completion of the work. In case said equipment, or any parr 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, at its own expense and at its option, either procure for the Pnrchnscr the right to continue using said equipment or parts, replace the same with substantially equal but anninfringing equipment or modify it soil becomes noainfringing. 15. INSOLVENCY. If the Seller shall beenow insolvent nr bankrupt, make an assignment for the benefit of creditom appoint a receiver or trustee, for any of the Sellers property or business, this order may fAnhwith be canceled by the Purchascr wilhm t liability. 16. GOVERNING LAW. The definitinas nfremta used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be constmed under and governed by the laws Afthc State of Colorado. USA. The fallowing Additional Conditions apply only in cases when, the Seller is to perform work hereunder, including the services Af S,Ilfrx Rcp nscntative(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry Aa c id work at Scll,r's own risk until the saute 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 Sellers own cspensc and to the satisfaction of the Purchascr. When mmcrials and equipment arc furnished by others for installation or traction by the Seller, the Seller shall receive, unload. store and handle same at the site and became responsible therefor as though such materials and/car equipment were being furnished by the SCllcr undo the order. 19. INSURANCE;. The Seller shall, at his own expense. povide 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 dependent, in accordance with the laws of the state in which the work is In be done. The Seller shall also carry comprehensive general liability including. but not limited to, contractual and automobile public liability insurance with rrmlily iainry, and death limits of at Icast 5300,000 forany one person. S500.000 for any arc accident and property damage limit per accident of S400.000. The Seller shall likewise require his cnnlecmes, it any. to provide for such compensaion and insurance. Before any of the Sellers or his comracmrs emplovees shall do any work upon the preausc,s of others, the Seller shall furnish the Purchaser with a ecnificate that such compensation and insurancc have been provided. Such certificates shall specifv the date when such compensation and insurance have been provided. Such certificates shall specify the date when such eompcnsatinn and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until Thar 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 of any kind or nature whmsnever to persons nr property caused by or resulting form the execution oflhc work provided for in this purchase onlerar in connection herewith. The Seller will indemnify and hold harp lcu the Purchaser and any or all of the Purchnceis officers, agents and cmployccs from and against 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 .net, action, neglect omission or default on the pan of the Seller, any of his contractors, or any of the Scllcrs or cormmctors oB ten. 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 xetian, neglect omission or default of the Seller of any of his contractors or any of its at their oRccm. agents AT employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Scllcrs own expense, to pay any and all costs, charges, attorney, fees and other expenses. any and all judgments that may be incurcd by or obtained against the Purchascr or any of its or their officers. agents or employees in such snits or other proceedings, and in case judgment AT other lien be placed upon or obtained against the property of the Purchascr, or said panics in or as a result of such suits or ether proceedings, the Seller will at once cause the same to be dissolved aid discharged by giving bond or otherwise. The Seller and his contractors shall lake 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 talcs and regulations issued pursuant thereto. Revised 0312010