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HomeMy WebLinkAbout267945 RAILROAD MANAGEMENT III LLC - PURCHASE ORDER - 9122450PURCHASE ORDER PO Number Page City Of9122450 ' of z FortCon all i tuber mustpacking Fort CollinsJ on all invoices, packing slips and labels. Date: 04/27/2012 Vendor: 267945 RAILROAD MANAGEMENT III LLC PO BOX 678432 DALLAS Texas 75267-8432 Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 04/26/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tcrms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS, Tax exemptions. By statute the City of To" Collins is exempt from %rare and local taxes. Our Exempt inn Number is 11. NONWAIVER. 99-04502. Federal Excise Tax Exemption Certificate of Registry 84-60110597 is registered with the Collector of Failurc of the Purchaser to insist upon strict performance of the terms and conditions hcrcof. failme or delay to Intemal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973. Chapter 39-26. 114 (,a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Scllcr in the event of a breach. the neecpmnce ofor payment for goods hereunder or approval of the design, shall not release the Scllcr of Goods Rejected. GOODS REJECTED due to failure to meet specifications. either when shipped rr doe to defects of am' of the warranties or obligations of this purchase order and shall not be deened a waiver of any right of the damage in toansil, may be returned to you for credit and are not to be replaced except own receipt of written purchaser to insist upon strict performance herenforanv of its rights or remedies as man y such Sark 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 purported coal modifc.th- f or rescission of Ihis purchase order by the Pomhawr operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fon Collins inspection carnival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this nnler can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins Heswver, it is to be onderamnd that FINAL Seller and the Purchaser recognize that in actual economic practice. overcharges mulling from antitrust ACCEPTANCE is dependent upon mmplction ofa11 applicable required inspection procerlurcs. violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Scllcr hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Toms. Shipments must be F.O.D.. City of Fon Collins, 700 wool St., Fort Collins, CO 80522, unlex acquired under federal or state antitrust laws for such overcharges relining 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 negnired by the Pmehnser pursuant to this purchase coder. hill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distorter. Where manufacturers have distributing points in various pans of the country, shipment is expected fmm the acmesi distribution point to declination, and excess freight will be deducted from Invoice when shipments arc made Form greater distance. Permits. Seller shall pmcurc at sellers sale rest all necessary permits, certificates and licenses required by all applicable Imes, regulations, ordinances and rules of the state, municipality, lenhory or political suhlivision where the work is perfomed, or regnicel by any other duly constituted public nuthont) having jurisdiction ever the work of vendor. Seller further agrees to hold the City of Fon Collins harmless front and against all liability and loss ineumd by them by reason of an asserted or established violation of any such laws. regulations, onlinznccs, me, and requirements. Anthorization. All panics to this contract agree that the representatives arc, in fact, bona fide and possess full and complete authel it, to bind said panics. LIMITATION OF TERMS. This Purchase Order cxpresdv limits acceptance to the tans and conditions stated herein set forth and any supplementary m additional rams and conditions annexed hocto or incorporated herein by reference. Any additional or diffcreat toms and conditions proposed by seller me objected to and hcrchy 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 ofthe essence. Delivery and performance must be effected within the time stated on the purchase under and the decrements attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a maivcr of this prevision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of pincing this order elsewhere and holding the Seller liable for damages. Dmwvcr, the Seller shall not be liable for damages as a result of delays due to causes net reasonably foreseeable which arc beyond its reasonable control and without its fault ofacgligence. such aes of God. acts ofcivil or military authorities. governmental priorities, Ores. strikes. Rood, epidemics. wars or riots provided that notice of the conditions casing such delay is given to the Purchaser within five (5) days of the time when the Scllcr first received knosnccdge thereof. In the event of am' such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason ofthc delay. r. 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 he fit for the porposes intended, and Performed with the highest degree of care and competence in accordance with accepted stundards for work of a similar nature. The Seller agrees to hold the purchaser harmless form any loss, damage or expanse which the Purchaser may sulfcr or incur on amount of the Scllcrs breach of wamnty. The Seller shall replace. repair or make good, withont 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 teas of any applicable warranty pmvidcd by the Seller nficr the dote of acceptance of the grads furnished hereunder (neeeptanec not to be unreasonably delayed), resulting from imperfect or defective work done or materials fumished by the Seller. Acceptance or use of good by the Purchaser shall not constitute a waiver ofany claim under this union cry. Except as otherwise pmvidcd in this purchase order-, the Sellers liability hereunder shall extend to all dnamgcs proximately caused by the breach of any of the foregoing warm mics or guarantees, but such liability shall in no event include loss of pmfiL or loss of usc. NO IMPLIED WARRANTY OR MERCHANT'AIIILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal Icmu by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may retake any changes to the tans, other than legal tans, including additions to or deletions fmm the quantities originally ordered in the swicifiertime or dnmings, by verbal or written change erler. If nay such change affects the amount due or the time ofperformance hercunder, an cgaitnblc adjustment shall be made. b. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all portions of the grad then not shipped, sobject to any equitable adjustment between the panics as to any work or materials then in Progress pmvidcd that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the good andlor work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any good which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller ofany oftheir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Anv claim for adjustment must be asserted within thirty (30) days firm the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced, sand, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller 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 arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless From all costs and damages suffered by the Purchaser ns a result of the Sellers failure to comply with such Irv. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other pony. 10. TITLE. The Seller warns full, clear and unrestricted title to the Purchaser for all equipment, materials and items fumished in performance of this agreement. fire and clear of any and all liens restrictions, reservations. security interest cr eumbmnecs and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS ODLIGA'rioNS. If the Purchnscr directs the Seller In correct nonexm( wing nr defcelivc goods by a (file to be agreed upon by the Pnchuser and the Scllcr, and the Seller thereafter indicates its inability or unwillingness to conmply. the Purchaser may cousc the work to be performed by the most expeditious meats available to it, and the Seller Shull pay all cost associmcd with such wrrk. The Seller shall release the Purchaser and its contractors of anY tier from all liability and claims of any natorc resulting fmm the performance ofsuch work. This release shall apply even in the ever of fault of negligence of the party released and shall extend to the directors, officers and employees of such party. The Seller's contractual obligations. including wamnty, shall not be deemed to he reduced, in any way, because such work is perfomed or caused to he performed by the Purchaser. 14. PA'I'EN'rs. kkrhencvcr the Scllcr is required to use any design, device, material or pmces covered by letter, patent, trademark or copyright. the Seller shall indemnify and mvc 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 or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the mmplction of the work. In ease 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, tither procure for the Purchnscr, the right to continue using said equipment or parts, replace the same with substantially equal but nooinfringing equipment. or modify it so it becomes nonfnfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver or trustee for anv of the Sellers property or business, this order may forthwith he canceled by' the Purchaser without linbilirv. 16. GOVERNING LAW. The definitions of terms used or the interpretation ofthe agreement and the rights ofall panics hereunder shall he eonstmed tinder .and govemed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in eases where the Seller is to pertonn work hereunder. including the services of Sellers Representative(s), on the premises nfothcrs. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work in Scllcrs oven 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 Scllcrs final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. Rnccn materials and equipment are fumished by others for installation or erection by the Seller. the Seller shill receive, unhand. ,store and boodle same at the site and bcmnmc rcspolrsihhe therefor as though such materiels and/or equipment were being furnished he the Seller under the order, 18. INSURANCE. The Seller shall, at his own expense, preside for the payment of workers compensation, including occupational disease hcncfits, to it employees anphayed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the lases of the state in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but not limited to, centracti d nod automobile public liability insurance with bodily injury and death limits of nt [cast S300.000 for any one person. S5oo,000 for any one accident and pmpeny damage limit per accident of 5400,000. The Seller shall likewise require his contracture, if any, to provide for such compensation and insurance. before any of the Sellers or his contractors employees shall do any work upon the premi.acs of olhers, the Seller shall furnish the Purchaser with a eonificme that such compensation and insurance have been provided. Such certificates shill specify the date when .such compensation and insurance have heca provided. Such ecnifiemes shall specifv the date when such compensation and insurance cspires. The Seller ugrccs that such compensation and insurance shall he maintained until aficr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and hnhility for any and all damage, loss or injury ofany kind or mime whntsocvcr 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 indennify and held hermlcc the Purchaser and any r all of the Purchnsrs o0icers, ngcnts and employees fmm and against any and nil clnins, losses, damages. charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser anv be put or suhiect by reason of any act. action, neglect omission or default on the pan of the Seller. anv of his contractors, or nov of the Scllcrs or contractors officers, agents or employees. In ease any suit or other proceedings shall be brought against the Purchaser, Or its off eels, 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 contractors or any of its or their rdficem, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs charges anumeys fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchnscr or any of its or their officers, ,agents or crnplayecs in such suits or other proceedings, and in case judgment or other lien he placed upon or chinned against the property of the Purchnscr, or said parties in or as a result of inch suils or other proceedings, the Seller will at once cause the sure to he dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety prccamions. famish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to afcry including, but without limitation, the ty Occupational Safeand Health Act of 1970 and all rocs and regulations issued pars in t thereto. Revised 0312010