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HomeMy WebLinkAbout497376 WESTERN ENGINEERING & RESEARCH CORP - PURCHASE ORDER - 9122014City of Fort Collins Date: 04/09/2012 PURCHASE ORDER PO Number Page 9122014 1of2 This number must appear on all invoices, packing slips and labels. Vendor: 497376 Ship To: RISK MANAGEMENT DIVISION WESTERN ENGINEERING & RESEARCH CORP CITY OF FORT COLLINS 12421 E 37TH AVE 215 N MASON, 2ND FLOOR DENVER Colorado 80239 FORT COLLINS Colorado 80524-4 Delivery Date: 04/06/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price I Claim Analysis 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: 3,310.00 10.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tcrrns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By startle the City of Fort Collins is exempt from state and local taxes. Our E;xemptim Number is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Pamhasct to insist upon strict performance of the terms and conditions hereor failure or delay in Internal Revenue. Denveq Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a), exercise any rights or remedies pmvided herein or by law, failure to promptly notify the Seller in the event of a breach. the acceptance arm 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 wammies or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit. may be returned to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hereofor any of its rights or remedies as to any such goads, regardless instructions from the City of Foo Collins. of .when shipped, received or accepted, as to any prior or subsequent default hereunder, not shall any pannoned nml modification or rescission of this purchase order by the Purchaser operate a., a waiver of any of the terns Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hermf. Final Acceptance Receipt of the merchandise, scrrices or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fan Collins. However, it is to be understand that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges exulting from antitrust ACCEPTANCE is dependent upon completion off]] applicable required inspection procedures. violations arc 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 ano have nr hcreaftcr Freight Terms. Shipments most be F.O.B.. City of Fort Collins, 700 Wood St.. Fan Collins, CO 90522, unless acquired under federal or state antitrust laws 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 m acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCI IASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where man if ctumm have distributing points in various pans of the country, shipment is Ifthe Purchaser dircc,s the Seller In correct noun anforming or defective goods 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 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. Permits. Seller shall procure at sellers sole cost all necessary remits, certificates and licenses required by all .applicable Imes, regulations, ordinances and talcs 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 Fan Collins hamlesv from and against all liability and In,., incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances. ales and requirements. Authorization. All parties to this contract agree that the representatives arc, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein sct forth and any supplementary or additional terms and conditions annexed hcrcto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller arc 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 ofthc essence. Delivery and performance 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 of partial laic deliveries, shall operate as a waiver ofthis provision. In the event array delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option afplacing 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 causes not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence, such acts of God, aela ofcivil or military authorities, governmental priorities, fires, strikes, flood, epidemics. wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) day., of the time when the Seller for 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 good. articles, materials and work covered by this .,tier will confirm with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the parroses intended, and performed with the highest degree of care and competence in accordance with accepted standard for work of a similar nature. The Seller agrees to hold the purchaser harmless farm any loss. damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wanamy. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (I) ,year ar within such longer Perisd of time as may be prescribed by law or by the teats ofany 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 done of materials famished by the Scllcr. Acceptance or use of goods by the Purchaser shall not consulate a waiver array claim under this wummy. Except as mhcmise pmvided in this purchase order, the Sellers liability hereunder shall extend to all Menages proximately caused by the breach array of the foregoing wammics or guarantees, but .such liability shall in no event include lac ofpmfits or loss cruse. NO IMPLIED WARRANTY OR .MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. a. CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal tans by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the Ices, other than legal hems, including additions to or deletions from the quamities originally mdcmd in the s,eviremions or drawings, by %erbal nr wnuen change onicr. If any .such change affects the amount due or the time ofperfarmance hereunder, an equitable adjustment shall be mnde. 6. TERMINATIONS. The purchaser may at any time by written change order. tcminatc this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in progres 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 nr consequential damages, and that no such adjustment be mnde in favor of the Seller with respect to any good which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller ofany of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be .asserted within thirty (30) days from the date the change or termination is on caed. 8. 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 Seller sluff execute and deliver such documents as any be required to effect orevidcnec compliance. All laws and regulations required to he incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hermlcs from all costs and damages suffered by the Purchuscr as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer. or convey this order, or any mantes due or to become duc hereunder without the prior written consent of the other party. 10. TITLE. The Seller wam,nts full, clear and unrestricted hide to the Purchaser for all equipment, materials and items furnished in perfnrmance of this agreement, free and clear of any and all liens, restrictions rescna,ious, security interest encumbrances and claims of mhcrs. The Seller shall release the Purchaser and it 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 parry released and shall extend to the directors. aRmersand employees of such party. The Seller's eontractunl obligations. including "am, fly. shall not be deemed to be reduced, in any way, because such work is performed nr 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 sate 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 cost, expense nr 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 par, 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 parts, replace the same with substantially equal but non infri aging equipment, or math fy it so it becomes non infri aging. 15. INSOLVENCY. If the Seller shall become insalvern or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or tna.,tcc for any of the SCI Isis property or business, this order may Froth, ith be canceled by the Purchuscr without liability. 16. GOVERNING LAW. The dcfnitions of terms used or the interpretation ofthc agreement and the rights ofall panics hereunder sholl be construed undo and governed by the laws ofthe State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perfom work hereunder, including the services of Scllcrs Rep rsent.ative(s). on the premises of mhcrs. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work a, Sellers own risk until the same is fully completed and accepted, and shall. in ease of any accident. destruction or injury to the work and/or materials before Sellers final completion mad acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or erection by the Seller, the Seller shall receive, untond, .store and handle same at the site and become responsible therefor as though such naterials and/or equipment were being furnished by the Seller under the order. 19. INSURANCE. The Seller ,shall, at his non expense, provide for file payment of workers coupe asnamr. 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 Scllcr shall also carry comprehensive general liability including, but not limited m, contractual and automobile public liability insurance .with bratty injury and dca,h limits of a, least S3I0,006 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, if any, to provide for such compensation and insurarce. Bcfore any of the Sellers or his contractors employees shall do any work upon the rremi.ses ofothers. the Seller shall furnish the Purchaser with a certificate that such compensation and insurance, have been pmvided. Such certificates shall specify the date when such compensation and insurance have been pmvided. Stich certificates slmll spccify the darn when such compensation and inwmnec expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work is tonapleled and accepted. 19, PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hurbv assumes the entire respnnsibility nod liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting from the exeanion critic work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and ngainst any and all claims losses. damages, charges or expenses, whether direct or indirect. and wheher to persons or property In 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 ease any stiff or Miler proceedings shall he brought against the Purchaser. or its oRcen, agents or employees at any time on account at by reason of any act, action, neglect, mnissina or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and in defend the same at the Sellers own expense, to pay any and all costs, charges, allmmcy, 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, or said panics in or as a result of such suits of other proceedings. the Seller will at once cause the same ,n be dissolved and discharged by giving hand or otherwise. The Seller and his contractors shall take 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 with no limitation, the Occupational Safetyand Hcalth Act of 1970 and all talcs and re mblicans issued purstmnt therdo. Rcviscd 03/2010