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HomeMy WebLinkAbout486462 SLATERPAULL ARCHITECTS INC - PURCHASE ORDER - 9112702Fort of Date: 9 05/12/2011 PURCHASE ORDER Vendor: 486462 SLATERPAULL ARCHITECTS INC 1331 NINETEENTH ST DENVER Colorado 80202 N PO Number Page 9112702 1of2 This number must appear on all invoices, packing slips and labels. Ship To: NEIGHBORHOOD & BUILDING S CITY OF FORT COLLINS 281 N COLLEGE AVE FORT COLLINS Colorado 80521 Delivery Date: 05/12/2011 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Avery Bldg #2010-02-048 Architectural Services C3. O✓la:sQ�L City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 1 LOT LS 25,000.00 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt form state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 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 am not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the toms and condi Lions hereof failure or delay to exercise anv right.., or remedies pmvidcd herein or by law, failure to promptly notify the Set let in the event of a breach, the acceptance of or payment for goads hereunder cr approval of the design, shall not rdca c the Seller of any of the warm, attics or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such good. regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, not shall any purported coral modification or rescission of this purchase order by the Purchaser opemte as a waiver of any of the tans hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS, authorized payment on the part 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 resulting front antitrust ACCEPTANCE, is dependent upon completion ofall applicable required inspection procedures, violations are in fact home by the Purchaser. Theretofore, For good cause and as consideration for exectaing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hercancr Freight Terms. Shipments must be F.O.B., City of Fort Collins. 700 Wood St.. Fort Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the poniculir goods or services otherwise specified on this order. If permission 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. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is Tribe Purchaser directs the Seiler to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination. and excess freight will be deducted from Invoice when Purchaser and the Scllcr, and the Seller thcrcffcr indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be perforated by the most expeditious means available to it. and the Seller shall pay all costs associated with such work. remains. Seller shall procure at sellers sole coat 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 perfomed, 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 loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All panics to this contract agree that the representatives arc, in fact, bona ride and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the toms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incogomted herein by reference. Any additional or different terms 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 time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation. acceptance of partial late deliveries, shall operate as a waiver ofthis provision. In the event ofany 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 Seiler shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which am beyond its reasonable control and without its fault ofnegligcncc, such acts of God, acts ofeivil or military authorities, governmental priorities, rims, strikes. food, epiden ies, 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 Seller first received knowledge thereof In the event of any such 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, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of cam and competence in accordance with accepted standard for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may snlTcr or incur on account of the Scllcrs breach of wamnty. The Seller 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 time as may be prescribed by law or by the terms of any applicable wamnty provided by the Seller i fcr the date of acceptance of the goads fumi lrcd hcrcurder (acceptance not to be unreasonably delayed), resulting From imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall net constitute a waiver ofany claim under this wamnty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach crane of the foregoing warranties or guarantees, but such liability shall in no event include loss of pmfits or loss cruse. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal Icons by written change order. 5. CHANGES IN COMMERCIAL TERMS, The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantifies originally ordered in the specifications or drawings. by verbal or written change order. If any such change affects the amount due or the time ofpcifomtance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as 10 any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted Indian of the 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 good which are the Sellers standard stock. No such Icmination shall relieve the Purchaser car the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced. sold, delivered and famished in strict compliance with all applicable laws and regulations lu which the galls arc subject. The Seller shall execute and deliver such documents as may he 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 Imam 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 convey this order, or any monies due or to become due hereunder without the prior written consent o'the other parry. 10. TITLE. The Seller wamnts full, clear and unrestricted title to the Purchaser for all equipment. materials, and items furnished in performance of this agreement. free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier fmm all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors. Officers and employees ufsach party. The Scller's contractual obligations, including wamnty, shall not be deemed to be reduced. in any way, because such work is performed or caused to he perfomed 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 indemnify and save hamless the Purchaser from any and all claim for infringement by reason of the use of such patented design, device, material or process in connection with the ennmn, and shall indemnify the Pnrchascr for tiny cost, expense err damage which it may be obliged to pay by reason ofsuch infringement at any lime during the prosecution or aRer the completion of the work. In case said equipment or any pan thereof or the intended use of the goods is in such snit 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, cilhcr procure for the Purchaser the right to continue using ,said equipment or parts, replace the same with subsmntinlly equal but noninfringing equipment, Or modify it so it hccnmcs anninfringing. 15. INSOLVENCY. If the Scllcr shall become insolvent or benkmpt make an assigvmcnt for the bcncrit of creditors, appoint a receiver or 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 terms used or the interpretation of the agreement and the rights of all panics hereunder shall be construed undo and governed by the laws ofthe State of Colomdo. USA. The following Additional Conditions apply only in cases where the Seller is to Perform work hereunder, including the services of Scllcrs Represcatative(s), on the premises ofmhcrs. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller:., own risk until the same is fully completed and accepted, and shall, in case of any accident. destruction or injury to the work andor materials before Scllcr.s final completion and acceptance, complete the work at Seller's own cxpcnsc and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or erection by the Seiler. the Seiler shall receive, unload, store and handle same at the site and become responsible therefor as though such mnleriak and/or equipment were being furnished by the Seller under boarder. 19. INSURANCE. The Seller shall, it his own expense, provide for the payment of workers compemation, including occupational dime benefits, to its employees employed on or in connection with the work covered by Ibis parehase order, and/or to their dependents in aceontmcc with the Imes of the sate in which the work is to be done. I tic Seller shall also carry comprehensive general liability including, but not limited to. eonfraenml and automobile public liability in sum nee .with bodily iniury mud death limits of at least S300,000 for any one person. S900.006 for any one accident and property damage limit per accident of 5400.000. The Seller shall likewise require his contractors if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employers shall do any work upon the r xmisex of others. the Seller shall famish the Pumhvser with a certificate that such compensation and insurance have bun provided. Such certificates shall specify the date when such compensation and insurance have bcen provided. Such certificates 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 whatswever to persons or property caused by or resulting from the execution oflhe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchnwi-and any or all of the Purchasers officers, agents wad employees fmm 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 be put or subject by reform of any act, action, neglect, omission or default on the pan of the Seiler, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any snit or other proceedings shall be brought against the Purchaser, or its officers. agents or employees at any lime on account or by reason of any act, action, neglect, omission or default of the Seller of nay of his eootioulms or any of its or their officers. . agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and In 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 may be incurred by or obtained against the Purchaser or any of its or their officers. agents or employees in such suits or other proceedings, and in case judgment or other lien he pauccl florin of obtained against the property of the Purchaser, or said panics in or as a result of such suits or other proceedings. the Seller will of once cause the same to he dissolved and discharged by giving bond or nthetvisc. The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for fire 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 macs and regulations issued pursuant thereto. Revised 03/2010