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HomeMy WebLinkAbout481431 ROADSAFE TRAFFIC SYSTEMS INC - PURCHASE ORDER - 3214393PO PURCHASE ORDER 321439 Number Page �.I�/ of PURCHASE 14393 1 of z ' `F6rt Collins/ his number must packing V " 1 1�7 on all invoices, packing sli s and labels. Date: 05/16/2014 Vendor: 481431 ROADSAFE TRAFFIC SYSTEMS INC 3537 DELGANY ST DENVER CO 80216-3617 Ship To: TRAFFIC OPERATIONS CITY OF FORT COLLINS 626 LINDEN STREET FORT COLLINS CO 80524 Delivery Date: 05/09/2014 Buyer: Note: Line Description Quantity UOM Unit Price Extended Ordered Price t Delineator Sipplies Annual City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tenns and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By samm the Cary of Fan Collins is exempt from stem and local axes. Our Exemption Number as 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000557 is registered with the Collector of Failure ofthe Purchaser to insist upon strict pro form arm of the teats and conditions hereof, failure ar delay to Imemal Revenue, Denver, Colorado (Ref. Colorado Revised Suratn 1993, Chapter 39-26, 114 (a). exercise any rights or rtmedaes provided herein or by use, failure to promptly ratify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval wife design, shall not release the Sella of Goods Rejected. GOODS REJECTED due to failure to meet speri fired as, either when shipped or due W defects of any of the wormadie5 or obligations of this purchase order and shall not be deemed a waiver of my right of the damage an naesil, may be resumed to you for credit and arc not to be replied except upon receipt of written purchaser W insist upon spate performance hercofor any of its rights or remedies as to any such good, regardless named... from the City of Fail Collins. of when supped, received or numerical, as W any prior or subsequent default hereunder, nor shall any po ,drual oral modification or rescission of Nos pmchue oNer by Ne Purchaser oPemm as a waiver of any of the corms Inspection. GOODS art subject to the City of Fort Collins inspection on wassail. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in ¢spouse to this order canresult in 12. ASSIGNMENT OF ANTITRUST CLAIMS, audmrized payment on the pan of the City of Fort Collins. however, it a to the the understood thFINAL Seller and the Purchaser raamism that an actual exiscrome, practice, o erchages resulting from antitted ACCEPTANCEis dependentupon completion ofallapplicable required inspection procedures. violations are in but home by the purchases.Thrrafore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purehaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fort Carries. 700 Woad St, Fort Collins, CO 80522. unless acquired under federal or state surfaced laws for such overcharges relating W the Particular goods or services othervise specified an this order. If permission is given to prepay freight and change separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additiuml charges for packing will not be accepted. Shipment Distance. where manufacturers have distributing points in various parts of the country, shipmem is expected from me merest distribution point to destination, and excess freight will the deducted from Invoice when shipments are made from greater distance. Permits. Seller shall Procure at sellers sole cost all necessary permits, c utificmra and It.. required by all applicable laws, regulations, order ficam and nmlm of the stem, municipality. mrdar, or political subdivision where the work is performed, or required by any other duly commitumd public aullboody having jurisdiclum over de work of reaches. Seller fuller agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an assured or comf bed violation ofany such laws, regulmaans, wdIwawM, codes and remo yens. Auooriortion. All panics W this contract agree that he reprexnlaives art, in far, Sara fide and possess full and recorded authority to bind said Panics. LIMITATION OF TERMS. This Purchase Order s,m.ly limbs acceptance 1. the term and conditions sated herein set faun and any supplemahary or additional mars and conditions anmand hemlo or incorporated herein by reference. Any additional or different terms and conditions proposal by seller arc objected lm and hereby jaded. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENTammediamly ifym Camara make complete shipment to alive oa your p strawd delivery date as noted Time as offal essence. Delivery and performance must be effected within the time wood oa the purchase order and he docuomms mWCM1W hereto. No acts of the Purchasers including, without limitation, acceptance offended Ire deliveries, shall operate as a waiver of this provision. In the event army, delay, the Purchaser shall haw, in addition to other legal and equitable remedies, the option of placing 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 we beyond its reasonable control and without its fault of negligence, such aces of God, acts ofcivil or military authorities, govem n nral priortics, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) lays of fire time when the Seller first received knowledge thereof. In the event of any such delay, the date rf delivery shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants that all good, articles, materials and work covered by this order will confirm with applicable drawings, specifications, samples ando other descriptions given, will M tit 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 hamdess from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach (it' warranty. The Seller shall replace, repair or make good, washout cast W the purchaser, any defect w faults arising within one (1) year or within such longer per od of time as may be prescribed by law or by the corms ofany applicable warranty provided by the Seller air the date of acceptance of the goods fumahed hereunder (mcepance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of good by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to at I damages proximately caused by the breach of my of the foregoing warranties or guaranmers but such liability shall an no event include lass of prolats or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchases may make changes to leg[ mars by wduen change order 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the mars, other Nan least terms. including notations to or deletions from Re quantities originally mdered in the specificntiom or dmvvings, by verbal or wrinen change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjmament shall be made. 6. TERNUNATIONS. The Purchaser may at any hue by written change order, terminate this agreement as to any or all poniom of tire goods then not shipped, subject to any equitable Wjushmnt between the parties as to any weak or mutmals den in progress provided that the Purchases stall rot M lassie for any claims for anticipated prefits on the movmpleted Portion offlue goods aod'or work, for incidental or consequential damages, and that an such armament be made in Poor cruse Seller with mspew to any good which are due Sellers naward stock. No such termination shall reform the Purchaser or de Seller army, oftheir of ligaio st ss to any good delivered hcmurder. I. CLAIMS FOR ADJUSTMENT. Any claim far Wlustmew most be assmed within doll (30) days firm the date the change or temiddion is mldered. 8. COMPLIANCE WITH LAW. The Seller amounts that all goods sold hereunder shall have been produced, sold, delivered card famished in suits omplarrom with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents ss may be mrpmimd to effect at evidence compliance. All laws and regulations required to M barnstormed in agreements of this character art hereby incorporated herein by this reference. The Seller agrees W ande rmly and hold the Purchaser hamdess 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 come, this older, or any monies due or in become due hereunder without the prior women consort aide more pany. I O. TITLE. The Seller warrants full, clear and wrestruc et title to the Purchaser for all equipment, mammals, and items fumahed in performance of this agreement, face and clear of any and all liens, resections, rescramlfons, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Hour purchaser directs the Seller to mired nonconforming or der live goad by a date to be agreed upon by the Purchaser mad the Seller, and the Seller thereu er indicates as inability or unwillingness to comply, the Purchaser may aow dr, work to be pert ed by oe now expeditious means available to it, rand the Seller shall Pay ell cos¢ associated with such work. The Seller shall release the Purchaser and its co®memrs of any her fmm all liability and claims of any nature resuhing fmm the pert anre ofsuch work. This release shall apply men in the evem of fault of negligence of the parry released and shall extend to the directors, offices and employees of such parry. The Seller's contractual obligations, including warranty, shall not be deemed to be rWYced, in any way, because such work is perforated or caused to be performed by the Purchaser. 14, PATENTS. Whenever the Seller is terrified to use my design, device, malaial or process covered by letter, ximnL trademark r copyright the Seller shall indemnify and save harmless the Purchaser fmm any and all claims for infringement by rramn of the use of such patented design, device, mactial or peaaess in correction with the comram, and shall indemnify the Purduuer for any cost, expense or dnnage which it may M obliged to pay by mason of such infringement at any time during the prosecution or after the completion of the work. In sax said equipment, or any pan thereof or the intended use of lire good, is in such suit held to constitube infringement and the use of sad equipment or part is returned, the Seller shall, at its own expense and in its option, either procure for the Purchaser use fight to continue using said equipment or pans, replace the same with substantially mid but mainfirour equipment, or modify it so it becomes nondfngim. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appWnt a or tmalee for any of the Sellers pmpeny or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofit., used or the antcry¢tatim of the agreement and the rights of all panics hereunder shall be construed under and governed by the laws ofthe Stare of Colomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including roe services of Sellers Representtative(s), on the premises wothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's awn task until the same is fully completed and accepted, and shall, in rase of any accident, destruction or injury to the work will awards ds before Seller's final completion and ccepoure" complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are f ishW by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such materials ari equipment were being famished by the Seller under the order 18. INSURANCE. The Seller shall, at has over extreme, provide for the payment of workers compensaion, including occupational disease benefits, to its employees employed on or in correction with the work covered by this purchase order, andlor to Ness dependents in accordance with the laws of de sate in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insamnce with bWJy f jury uM death firms of at least $300,000 for any one Pastes, 55 W,000 M any one accident and pPerty damage limas Per accident of 5400,Ipp. The Seller shall likewise require his cm contractors, if any, W provide for such compensation awl insurance. before any of the Sellers or his contractors employees shall do any work upon the premises of ode, the Seller shall furah the Purchase( with a cenifiam that such compression and insnrmec save been paavaded. Such cenaficom shall specify she date when such ompensation and insurance have been provided. Such certificates shall specify the dale when such comparuation and imumae expires. The Seller agrees that such comPeruatied and arurence shall he maanuimd until air the .arm work a comPletN and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby awarnme, the entire me,orec ibRity and Barony far any and all damage, loss or injury army kind or mare whatsoever to persons or property caoxd by or resulting fmm the execution of the work provided far in Nis purchase order or an connection hemwith. The Seller will iWemnify and Mid ommless Ne Pardoner and any r all of the Purchasers oRcers, agents all employees from all aganst my wed all chooses, lasses, damages, charges or expenses whether darer ar mdarecr, and whether m Persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission m default on the pan of the Seller, my of his contractors, or any of de Sellers or conmdors officers, agents or employees In case my suit or other pmceedin, shall b, brought against the Purchaser, or its oRem, agents or employees el any tame on account or by reason of my rot, acam neglecL amassum or default of the Seller of my of his commroors or any of has or their officer, agents or employees as aforesaid Ne Seller hereby agrees to assume the defense thereof and in defend the same at the Sellers own expertness, W pay my arch all casts, charges, mimans, fees and other expenses, my and all judgments that may be incurred by or obtained against the Purchaser or my of its or their oRcers, agents or employees in such suits or other proceedings, and in case judgment or other lien he placed upon or obtained against the property ofthe Purchaser, of said pries in or as a result ofsuch suits or other proceedings, the Seller will at once ause the same W Ise dissolved and duchorged by giving bond or otherwise. The Seller and his wnmctors shall take all safety pexauumed, famish and install all guards necessary, for rise prevention of accidents, comply with all laws and repulsions with regard to safety including, but without limitation, the Occupmioml Safety and Health An of 1970 and all rules aid regulations issued pursuant therelo. Revised 03I2010