Loading...
HomeMy WebLinkAbout111134 MILL BROTHERS LANDSCAPE & NURSERY - PURCHASE ORDER - 9954469 (4)Date: 12/8/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9954469 Delivery Date: 7/22/2009 Buyer: STEPHEN, JOHN Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 4 1 LOT 13,223.00 Change order 3 Total R- On" �F— City of Fort CqrinY Director of Purchasing and Risk Management This order is n alid 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 $13,223.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fiom state and Iocal taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 54-6000587 is registered with the Collector of Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written instructions from the City of Port Collins. Inspection. GOODS are subject to the City of For Collins inspection on arriva Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments must be F.O.B., City of Fort Collins. 700 Wood St., Fort Collins. CO 80521_, unless otherwise specified on this order. Ifpermission is given to prepay fieight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pats of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments ate made from greater distance. Peat» ts. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules 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 For Collins harmless front and against all liability and loss incurred by them by reason of an asserted or established violation of any such Imes, regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the representatives are. in fact. bona fide and possess full and complete authm ity to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tents 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 terns 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 must be effected within the tittle stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial late deliveries, shall operate as a wiicerofthis provision. In the event ofanydelay, 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 not be liable findamages m a result of delays due to causes not reasonably foreseeable which are beyond its reasonable courol and without its F,udt ofne0wence. such acts of God, acts of civil or military authorities, governmental priorities, Ines. sit ikes, 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 brie when the Seller first received knowledge thereof In the event of:nysuch 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 goods, articles, naerials and work covered by this order will confornm with applicable drawings, specifications, samples and/or other descriptions given, will be fit lot the purposes intended and perforated with the highest degree of cae and competence in accordance with accepted standards fix work of i similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may sutler or incur on account of the Sellers breach of wammnty. The Seller shall replace. repair or make good. without cost to the purchaser, any defects or faults arising within one (1) year m within such longer period of time as stay be prescribed by law or by the terns of any applicable warranty provided by the Seller after the date of acceptance of the goods firmished hereunder (acceptance not to be unreasonably delayed), resulting fom iniperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim wider this wammnty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OIL MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may nmike changes to legal teens by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make anychinges to the tents, other than legal terns, including additions to or deletions Ii out the quantities originally ordered in the specifications or drawings, by verbal or written chance order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may it any time by written change order, terminate this agreement as to any or all portions ofthe goods then not shipped, subject to any equitable adjustment between the parties as to ary work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion ofthe goods and/or work, for incidental or consequential damages. and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such tenninition shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days front the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller 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 anddeliva such documents as 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 harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such Irv. If and only to the extent this [Agreement] constitutes a "sole source government contact" within the meaning of Article XX V I I I of the Colorado Constitution ("Article XX V I I I" ), then the provisions of Section 15 of Article XX V I I I are hereby incorporated into this [Agreement]. In such a case, if the [Contractor] or any other person who is a "contract holder" as defined in Section 2(4.5) of Article XXV III intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source government contract, or public employment with the state of Colmado or any of its political subdivisions, for three years. 9. ASSIGNMENT. Neither patty shall assign, transfer, or convey this order, m any monies due or to become due hereunder Without the prior written consent of the other party. It. TITLE. The Seller %variants full, clear and unrestricted title to the Purchaser for all equipment, materials, and itens furnished in perliortnance of this agreement. free and clear of any and all liens. restrictions. reservations, security interest encumbrances and claints ofothers. 1 L NONWAIVER. Failure of the Pa,chmer to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or bylaw, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment fir goods hereunder or approval ofthe design. shall not release the Seller of nny of the wart a nties or obligations of this purchase order and shall not be deemed a waiver of nny right of the purcli set-to insist upon strict perfbr lance hereof o' any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, not shall any purported oral modification or I escission of this purchase order by the Purchaser operate as a waiver of any of the terns hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting front antitrust violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this Pit] clime order. the Seller hereby assigns to the Purchaser any and all claims it stay, now have m betreafter acquired under federal or state ant iu'ust laws fin such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. I f the Purchaser directs the Seller to correct nonconforming m defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser nely 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. Tire Seller shall release the Purchaser and its contractors ofany tier from all liability and claims ofany nature resulting from the performance of such work. 'I his release shall apply even in the event of f hilt of negligence of the party released and shall extend to the directors, Of iccrs and employees of such pally. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to Ire 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 inclenuiify and save harmless the Purchaser If out any and all claims for infingennent by reason of the use of such patented design. device, material or process in connection with the contract, and shall indemnify the Purchaser fir any cost. expense or damage which it may be obliged to pay by reason of such infi ingenment at any tittle during the prosecution o after the completion ofthe work. In case said equipment. or any part thereofor the intended use of the goods. is in such suit held to constitute tali ingemtent and the use of said equipment or putt 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 pats, replace the same with substantially equal but non-infiinging equipment, or modify it so it becomes non-infi inging. 15. INSOLVENCY. Ifthe Seller shall become insolvent or bankrupt, make a i assignment for the benefit ofcreditors, appoint n receiver of trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tents used or the interpretation of the agreement and the rights of all putties hereunder shall be consulted under and governed by the laws of the State of Colorado, USA. The feullowing Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY The Seller shall canyon said work at Sellers own risk until the same is fully completed and accepted, and shall, incase of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, ,nmplcte the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipollent are furnished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same it the site and become responsible therefor as though such materials and/or equipollent were being furnished bythe Seller under the order. 19. INSURANCE. The Seller shall,at his otvn expense, provide fo the paynment ufworkers compensation, includingoccupational 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 Seller shall also tally comprehensive genet at liability including, but not limited to, contractual and automobile public liability insurance with Ixmdily injury ;tad death limnits of at least $300.000 fur any one person. S500.000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contactors, if any, to provide for such compensation and insurance. Before any of the Sellers 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 been provided Such certificates shall specify tine date when such compensation and insurance have been provided. Such cerlificaes shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be Maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. 'The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting front 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 anyor ill of the Purchasers officers, agents and employees from and against illy and all claims, losses, 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 any act. action. neglect, omission or default on the part of the Seller. any of his contractors, or any of the Sellers or contractors officers, agents or employees. [it case any suit or other proceedings shall be brought against the Purchaser. or its officers, agents or employees at anytime on account or by reason of any act, action, neglect, onttission or defudt of the Seller of any of his connector or any 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 any and all costs. charges. attorneys fees and other expenses, any and all judgments that stay be incurred by or obtained against the I'm chmer or any of its or their officers, agents or employees in such suits o 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 m a result of such suits or other proceedings, the Seller will at once ciuse the same to be dissolved and discharged bygiving bond or otherwise. The Seller and his contractors shill take all safety precautions, furnish and install all guards necessary lot 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 rules and regulations issued pursuant thereto. Revised 04/2009