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HomeMy WebLinkAbout222075 BURLINGTON NORTHERN & SANTA FE - PURCHASE ORDER - 9123130 (2)City of at Collins Date: 0512912012 PURCHASE ORDER PO Number Page 9123130 of z This number must appear on all invoices, packing slips and labels. Vendor: 222075 Ship To: ENGINEERING DEPT-MASON BURLINGTON NORTHERN & SANTA FE CITY OF FORT COLLINS RAILWAY COMPANY ENGINEERING DEPT-MASON 3115 SOLUTIONS CENTER 281 N. COLLEGE AVE CHICAGO Illinois 60677-3001 FORT COLLINS Colorado 80524 Delivery Date: 05/29/2012 Buyer: JOHN STEPHEN Note: Line Description Quantity Ordered UOM Unit Price Extended Price Signal Improvements 1 LOT LS 1,743,059.85 South of Downtown PER AGREEMENT DATED MARCH 22, 2011 Total $1,743,059.85 Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO Box 580 Fort Collins, CO.80522-0580 Purchase Order Teals and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By Statute the City of Fort Collins is exempt fiver state and local taxes. Our Exemption Number is 11. NONWAIVER. 99.04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser t0 insist upon strict performance of the toms and conditions hereof, failure Or dclav to Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973. Chapter 39 26. 114 (a). exercise any rights or rcmcdics provided herein or by law, failure to promptly notify the Scllcr in the event of a breach. the acceptance for payment For good, hereunder Or approval of the design, shall not release the Seller of Gads Rejected. GOODS REJECTED due ro failure to meet speeifieationt either when shipped or due to defects of any of the wamntics or obligations of this purchase order and shall noT he 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 Or written purchaser to insist upon strict perfomnncc her aforany Of its rights or remedies as to anv such goods. regardless instructions from the City Of Pon Collins. of when Shipped, received or accepted. as to any prior or subsequent default hereunder. not shall anv pugrorted oml mndifieation or rescission Of this purchase order by the Purchaser operate as a waiver of any of the tems Inspection. GOODS are subject to the City of Fort Collins inspection on znfrnl. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can ..,Off in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Too Collins However, it is to be understood that FINAL Seller unit the Purchaser recognize that in actual economic practice. overcharges resulting from antitmsl ACCEPTANCE is dependent upon completion afall 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 hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Word St., Fort Collins, CO R0522, unless acquired under federal or state antitrust laws for .Such overcharges relating to the particular goods or services otherwise specified on this order. If permissjnn 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 be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected fmm the nearest distribution point to destination. and excess freight will he deducted from Invoice when shipments arc made from gncater distance. Permits. Seller shall procure ,T Sellers sole cost all necessary permits, cef ificans and licenses required by all applicable Laos. regulations. Ordinances and odes of the State, municipality, territory or political subdivision where the work is perfomcd, or required by any Other duly constituted public authority having jurisdiction over the work of vendor. Scllcr further agrees to hold the City of Fort Collins hamdes, from and against all liability and loss incumd by than by reason of an asserted or established violation of any such laws, regulations, ordinances. ndes and requirement,. Authorization. All panics 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 expres ly limits acceptance in the tears and conditions stated hcrcin set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference Any additional or di06tent terns and conditions pmposed by seller arc objected In and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immedimedv if you cannot make complete .Shipment to arrive on your promised delivery, data as noted. Time is of the essence. Delivery and performance must be effected is thin The time stated on the purchase nailer and the documents attached hereto. No acts of the Purchaser, including, without limitation, acceptance of panial late deliveries. shall operate as a waiver of this provision. In the event Ofnnv delay, the Purchaser shall have. in addition to other legal and equitable remedies, the option ofplaeing 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 are beyond its reasonable control and without its fault ofnegligencc. such acts of God, acts ofewil Or military authorities. go, emmental prionties, Gres, strikes, flood, epidemics, wars or riot 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 received knowledge thereof. In the event of any such delay, the the of delivery shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WAR RANTY. The Seller wemnts that all goods, articles, materials and work covered by this order will confirm with applicable drawings, specifications, samples and/or other description, given, will be fit for the purposes intended. and performed 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 hamles from any loss, damage or expense which the Purchaser anv suffer or incur on account Of the Sellers breach nfwarnmy. The Seller shall replace, repair or make good, without cnst to the purchaser, any defects Or faults arising within one (1) year or within such longer period of time as maybe prescribed by lay of by the tans of any applicable wtonmy provided by the Scllcr after the date Of acceptance of the goods furnished hereunder (acceptance not to he unrcasnnally delayed), resulting from imperfect m dcfcew, work done Or materials famished by the Seller. Acceptance or use of grads by The Purchaser shall not constitute a waiver Ofany claim under this warranty. Except as othermiu provided in This purchasc order. The Sellers liability hereunder shall extend to all damages pmximatcly caused by the breach of any of The foregoing wamntics or gaarmuces, but Stich liability shall in no event include loss of pmfits 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 in legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tans, other than legal terms, including additions to or deletions form the quantities originally ordered in the specifications or drawings. by verbal or s,Tittcn change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser may at anv time by istown change order. terminate this agreement as to any or all portions of the goods then not shipped. Subject to any equitable ndjustment h rtwecn the panics as to any work or materials then in progress provided that the Rirchascr 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 of the Seller with respect to any goods which are the Sellers standard stuck. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any gads deli. crcd hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is onlcred. R. COMPLIANCE WITH LAW. The Seller warrants that ail gads sold hereunder shall have been produced, sold, delivered and furnished 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 eomplinncc. All Imes 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 hamlca from all costs and damages Suffered 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 baomc due hereunder without the prior written consent of the other party. 10. TITLE. The Sellerwamnts full, demand unrestricted title to the Purchaser for all equipment, materials, and items fornished in performance of this agreement, free and clear of any and all liens. restrictions. reservations, security interest encumbrances and claims of others. I3. PURCI IASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming Or defective goods by a (late to be agreed upon by the Purchaser and the Scllcr, and the Seller thereafter indicates its inability or unwillingness to comply. the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Sellcr shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any net from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, officers and cnnployecs of such party. 'fhc Seller's contractual obligations, including mammy, shall not be deemed to be reduced. in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Sel let is rcqu i red to use any design, device, material or process covered by letter. Patna, trademark or copyright, the Seller shall indemni fv and Save brimless, the Purchaser form any and all claims for in fringcmcnt by rcasmn of the use of such patented design, device, material or Process in connection with the contract, and shall unction P• the Purchaser for any cost. expense or damage which it may be obliged to pay by reason of such i n fringcmcnt Of any time during the prosceut i on or after the completion of the work. In case said equipment. or any part thereof or the intended use of the goods, is in Such soil held to constitute infringement and the use of said equipment or part is enjoined, the Seller shall, at its man expense and at its option, tither procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but rennin Dinging equipment or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall baomc insolvent or bankrupt make On assignment for the benefit of creditor, appoint a receiver or tmstcc for any of the Sellers property or business, this order may forthwith he canceled by the Purchaser without liability. 16. GOVERNING LAW. The dcfinitinas of tcrnrs used or the interprcmtion of the agreement and the rights ofall panics hereunder shall be construed under and governed by the Imes orthe State of Colomdo. USA. The following Additional Conditions apply mile in cases where the Seller is to perform work hereunder. including the services of Scllers Reprcsenmtive(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 Sellers final completion and ,acceptance, complete the work at Scllers own expense and to the satisfaction of the Purchaser. When materials and egnipment arc famished by others for installation or erection by the Seller. the Seller shrill receive, unload. .,lure and handle same at the site and heennm respnoible therefor as though such materials and/or equipment were being furnished by the Seiler under the order. 19, INSURANCE. The Seller Shall, at his own expense, pmvidc for the payment of,mike, compensation. including oeeupmiowl disease bens,fts, to its employees employed no 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 In be done. The Seller shall also carry comprehensive general liability including, but not limited In, contractual and automobile public liability inxumnce with host injury and death limits of at least 5300,00in for any one Femur, S500,000 for any one accident and pmpeny damage limit per accident of $400.000. The Seller shift likewise require his contractors, if any, to provide for such compensation and insurance Before any of the Scllers or his contractors employees shall do any work upon the premises of others, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have ban provided, Such eenifentes shall specify the Ante when .Such compensation and insurance have hecn provided. Such certificates shall specify the date when such compensation and insomnec expires. The Scllcr agrees that such compensation and insurance shall be maintained until after the entire work is completed and ncccptcd. 19. PROTECTION AGAINST ACCIDEN'I:S AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage I., or injury ofany kind or nature whatsoever to persons Or Prolixity caused by or wsultiag from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold brimless the Purchaser and any or all of dtc Purchasers of iecn, agents and employees 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 he put or subicct 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, agent or employees. In case any sail or other pmcec, ings shall be bought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act, action, negled, omission or default of The Seller of any of his contractors or any of its or their oRiecm, agents or employees as aforesaid, the Scllcr hereby agrees to assume the defense thereof and to defend the some at the Sellers corn expense, to pay anv and all costs, charges, attomcys fees and other expenses, any sad all judgments that any be incurred by Or obtained against the Purchaser or any of its or their Officers, agents of 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 parties in or as a result of such suits Or other proceedings, the Seller will at once cause the Same to be dissolved and discharged by giving bond or othmm isc. The Seller and his contractors shall take all safety precautimm. furnish and install all grand; necessity for the prevention of accidents, comply with all laws and regulations with regard to safety, including, but without limitnlion. the Occupational Snfcty and Health Act Of 1970 and all roles and regulations issued pnrsnant therein. Revised 03/2010