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HomeMy WebLinkAbout551289 ALL PRO SEALING & ASPHALT - PURCHASE ORDER - 9161491Fort Collins PURCHASE ORDER PO Number Page 9161491 1 of 2 This number must appear on all invoices, packing slips and labels. Date: 03/03/2016 Vendor: 551289 Ship To: STREETS DEPARTMENT ALL PRO SEALING & ASPHALT CITY OF FORT COLLINS 1432 REEVES DR 625 NINTH STREET FORT COLLINS CO 80526 FORT COLLINS CO 80524 Delivery Date: 03/03/2016 Buyer: ELLIOT DALE Note: This purchase order is subject to the terms and conditions of Agreement #7290 between the City and Waterhouse, Inc., DBA ALL Pro Sealing effective December 12, 2012 and the 2016 Renewal signed 3/3/2016 attached hereto. Line Description Quantity UOM Unit Price Ordered Extended Price 2016 SMP CRACK SEAL FILL 1 LOT LS 301,922.32 BID #7290 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 Total $301,922.32 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Purchase Order Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98414502. Federal Excise Tax Exemption Certificate of Registry 84-60110587 is registered with the Collector of Failum of the Purchaser to insist upon strict performance of the teals and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (ReE Colorado Revised Stamm 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a branch, the acceptance of or payment for goods hemunder 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 in defects of any of the warranties 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 am not to be replaced except upon receipt of written Purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, 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 oral modification or rescission of this purchase otter by the Purchaser operate as a waiver of my of the terms Inspection. GOODS are, 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 mull in 12, ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan 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 malting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedure. violations we in fact home by the Purchaser. Theretofore, for goad cause and m consideration fen executing this purchase order, the Seller 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 80522, unless acquired under federal or state amitrual laws for such overcharges relating to the particular goods or services otherwise specified an this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchnser pursuant to this purchase order. bill must accompany invoice. Additional charges for pocking will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the neamt distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits. certificates and licenses requital by all applicable laws, regulations, ordinances and tales 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 harmless from and against all liability and lass incurred by than by reran of an tasselled or established violation of any such laws, regulations, ordinances, rates and requirements. Authorization. All ponies to this contract agree that the representatives are, in fan, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the term and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different lemvs and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance most be effected within the time stated on the purchase order and the documents anmhed hereto. No acts of the Purchaser including, without limitation, acceptance of phial lam deliveries, shall operate m a waiver of this provision. In the event of any delay, the Purchaser shall have, 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 vat be liable for damages as n mutt of delays due to comes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil 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) days of the time when the Sella first received knowledge thereof. In the event of any such relay, die 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 goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples sandlot other descriptions 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 Sella agrees to hold the purchaser hanmless farm any loss, damage or expense which the Purebas r my suffer or incur on account of the Sellers breach of warranty. The Sella shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of ume as may be prescribed by law or by the terms of my 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 " materials famished by the Sella. Acceptance or use of goals by the Purchaser shall not constimm a waiver of my claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of my of the foregoing warranties or gmrm cts, but such liability shall in no event include loss ofpmfits 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 to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. T ,, Purchaser, nay make any changes to the arms, other it.,, Icgal temp, including additions to or deletions from die quantities originally ordered in the specifications or drawings, by verbal or written change order, If my such change affects the amount den or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchma may at any time by written change order, mrminate this agreement as to any or all Patricia, of the gands then not shipped, subject In my equitable adjustment between the parties as to any work or materials tan 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 adjusrnrnt be made in favor of the Sell" with aspect to my goods which are the Sellers standard stock. No such termination shall relieve The Purchaser or the Seller of any of their obligations m to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim fen adjustment must be asserted within thirty (30) days from me date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Sella warrants 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 goods are subject, The Seller shall execute and deliver such documents m 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 Purchaser hornless fmm all costs and damages suffered by the Purchaser as a mutt of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or my monies due at to become due hereunder without the prior written coastal of the other party. 10. TITLE. The Sell" warrants full, clear and trammeled title to the Paselamer for all equipment, materials, and items famished in performance of this agreement, five and clear of any and all liens, restrictions. nervations, security interest encumbrances and claims of ethers. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a doe m be agreed upon by the Purchaser and the Seller, and the Sella thereafter indicates its inability or unwillingness to comply, the Pumhas" may cause the work in be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. The Sella shall release the Purchaser and its contractors of any tie from all liability and claims of my mlare exulting 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, of icats and employees of such party. The Sellers commetual obligations, including warranty, shall ram 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 Seller is required to use any design, device, material or process covered by lever, patent, trademark m copyright, the Seller shall indemnify and save harmless the Purchaser from my and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contra[, and shall indemnify the Purchase for my cost expense or damage which it may be obliged to pay by reason of such infringement to any time during the prosecution or after the completion of the work. In case said equipment, or my pan thereof or the intended use of the goods, is in such suit held to consulate infringement and the use of said equipment or part is enjoined, the Sella shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or Parts, replant the some with substantially egml but noninfringing equipment, or modify it so it becomes noninfringing. 15. rNSOLVENCY. If the Sella shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or timme for my of the Sellers property or business, this order may forthwith be canceled by the Pumhaser without liability. 16. GOVERNING LAW. The definitions of terms used or die interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in eases where the Sell" is to perform work hereunder, including the services of Sellers Representoive(s), on the premises of others 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sella's own risk until the some is fully completed and accepted, and shall, in case of my accident, destruction or injury in the work and/or materials before Sellers final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchase. When materials and equipment are famished by others for installation or erection by the Sell", the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Sell" shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed an 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 Sell" shall also carry comprehensive general liability including, but not limited m, contractual and automobile public liability insunmce with bodily injury and death limits of at least $300,000 for my one person, $500,000 for my one accident and property damage limit per accident of S400,000. The Sell" shall likewise require his contractors, if any, to provide for such compensation and insurance. Before my of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expire. The Seller agrees dint such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19, PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sell" hereby assumes the entire responsibility and liability for my and all damage, loss m injury of any kind or nature whataaever to persons or property caused by or resulting from the execution of the 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 Purchaser officers, agents and employees from and against any and all claims, loser, 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 my uc4 action, neglect, amission or default on the port of the Seller, my of his contractors, or any of the Sellers or contractors officers, agents or employees. In case my suit or other proceedings shall be brought against the Pumheser. or its officers, agents or employees at any time on mcamt or by mason of any act, action, neglect, omission or default of the Seller of my of his contractors or my of its or their officers, 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 my and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or my 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 parties in or as a mull of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contmmors shall take all safety precautions, fumish 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 tales and regulations issued pursuant thereto. Revised 03/2010