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HomeMy WebLinkAboutCORRESPONDENCE - RFP - P1080 PFA ARCHITECTURAL AND ENGINEERING SERVICESFort Collins Date: • 05/18/2011 PURCHASE ORDER Vendor: 439705 BELFORD WATKINS GROUP ARCHITECTS PO BOX 1306 FORT COLLINS Colorado 80522 PO Number Page 9112861 1of2 This number must appear on all invoices, packing slips and labels. Ship To: POUDRE FIRE AUTHORITY - AD 102 REMINGTON FORT COLLINS Colorado 80524 Delivery Date: 05/18/2011 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price Station 1 Design/Engineering 1 LOT LS 120,000.00 Per Work Order PFA 003-2011 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 Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Total Invoice Address: $1 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt frcm state and local taxes. Our Exemption Number is 11. NON WAIVER. 99-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof. failure ar delay to Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 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 breach, the acceptance nfm payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or clue to defects of any of the warranties or obligalions of this purchase order and shall not be deemed a waiver of anv right of the damage in transit, may be returned to you for credit and arc not to he replaced except upon receipt of written purchaser In insist upon strict performance hercefor any of its rights or remedies as to any such goods, regnnllcss instraetions fmm the City of Fort Collins. of when shipped, received or accepted. as to any prior or subsequent default hcrcunder, nor shall any purported and modification or rescission of this purchase order be the Purchaser operate us a waiver of any of the temuc Inspection. GOODS are subject In the City of Fort Collins inspection on arrival. 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 pan of the City of Fort Collins. However, it is to he understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting front antimist ACCEPTANCE is dependent upon completion ofall applicable required inspection prnccclua , 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 Wood St., Pon Collins, CO 90522. unless acquired under federal or state antitrust laws for such a,mcl arges relating to the particular 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. Shipment Distance. Where manulacmrers have distributing points in various pans of the country, shipment is expected Form the nearest distribution point to destination, and excess freight will be deducted fmm Invoice whcn shipmctns arc made fmm greater distance. Permits. Seller shall pressure at sellers sole cost all accessary 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 Fort Collins harmless fmm and against all liahility and Ins, incurred by them by reason of an as, cited or established violation of any such laws, regulations, ordinance,, talcs and mquircmcros. Authorization. All panics to this contract agree that the representatives are. in fact bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditinns annexed herem or incorporated herein by reference. Any additional or different terms and conditions proposed by seller arc 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 mence. Delivery and performance must be effected within the time stated on the purchase order and the docements attached herein. No acts of the Purchn-wm including. without limitation, neecpti nce of partial late deliveries, shall operate as a waiver of this provision. In the event ofany delay, the Purchascr shall have, in addition to other Icgal 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 ore beyond its reasonable control and without its fault ofncgligcnce, such acts of Geed, act, ofeivil 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 Purchascr 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 standards for work of a similar nature. The Seller agrees to hold the Purchaser hamlcss fmm any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach ofwarranty. The Scllcr shall replace, repair Or ranks, 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 temp of any applicable warnnw provided by the Seller ancr the date of acceptance of the goods furnished hcrcunder (acceptance not to be unreasonably delayed), resulting Joint imperfect or defective work done or materials furnished by the Seller. Acceptance or use of gads by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Scllcrs liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warantles or gumantecs, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SI IALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchascr may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the teats, other than legal terms, including additions to or deletions from the quantities ori'mally entered in the specifications or drawing, by verhal or written change enter. If pry such change affects the amount due or the time of performance hereunder- an equitable adjustment shall be made. 6.TERMINATIONS. The Purchascr may at any time by written change order, terminate this agreement as in any or all portions of the good then not shipped, .subject to any equitable adjustment between the parties as to any work or materials then in progress pmvided that the Purchaser shall not be liable for any claims for anticipated pmPos on the mmcomplctcd portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respcet to any goods which are the Scllcrs standard stock. Ne such termination shall relive the Purchaser tot the Seller of any c f their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Anv claim for adjustment must be asserted within thirty (30) days from the date the change at termination is ordered. S. COMPLIANCE WITH LAW. The Seller ,..at, that all good sold hcrcunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods am subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to he incorporated in agreements of this character are hereby incorporated herein by this rcferenee. The Seller agrees to indemnify and hold the Purchascr harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, tr. ouxler, or convey this order, or any monies due or to become due hereunder without the prior written consent addle other party. I O. TITLE. The Seller warrants 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 Iicns, restrictions. reservations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Scllcr to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Scllee ;tad the Seller thereatter indicates it inmbilim, or unw•illingnc,us to comply, the Purchaser may CMISC the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its canot cto¢ of any net Form all liability and claims of any nature resulting form the performnnee ofsach work. This relcuxc shall apply even in the event of fault of negligence of the puny released and shall extend to the directors, omcer, and employers ofsueh party. The Scllcr', contractual obligations. including warranty. shall not be dmmed to be reduced, in any airy, because such work is perforated or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Scllcr is required to use any design, device, malminl Or process covered by letter, patent trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device. material or process in connection with the contract. and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the presceution or ancr the completion of the work. In case said equipment or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said cgnipment or port in enlnined, the Seller shall, at its own cxpcnsc and at it option, either procure for the Purchascr the right to continue using suid equipment or parts, replace the same with substantially equal but noninfringing equipment. or modifyit so it becomes nominfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt. make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchascr wilhmn liability. 16. GOVERNING LAW. The definitions oftems excel or the interpretation of the agreement and the rights ofall panics hereander shall be construed under and governed by the laws ofthc Slate of Columdn, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the ,crviccs of SCllcrs Representalive(s), on the premises of others. 17, SELLERS RESPONSIBILITY, The Seller shall carry on said work at Scllcrs own risk until the same is fully completed and gcccptcd. and shall, in case of any accident destruction or injury, to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchascr. When materials and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive unload. store mud handle eamc m the site and become responsible therefor as though such materials trod/or equipment were being furnished by the Seller under the order. IS. INSURANCE. The Seller shall. at his town expense provide for the payment of workers compcnsntian, including occopotional disease benefits, to its employees employed on or in connection with the work covered by this purchase order and/or In Ihcir dependents in accordance with the laws of the slate in which the work is to be done. The Seller shall also carry comprehensive general liahility including but net limited to, central tad autonmbile public liability insurance with bodily injury and death limits of at least 5300,000 for any one person, S500.000 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 Scllcrs or his contractors employees shall do any work upon the pemocs of Others, the Scllcr shall famish the Purchascr with a certificate that such compensation and insurance have been pmvided. Such cmificates shall specify the date when such compensation and insurance hnve been provided. Such certificates shall specify the date when such compensation and insurance expires. The Scllcr agrees that such compensation and insurance shall be maiulamcd until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assume, the entire responsibility and liability for anv and all damage. loss or injury ofany kind or nature whatstevcr to persons or pmperty caused by or resulting Tom 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 Purchasers officers. agents and employees Tom and against any and Al claims, losses damages. charges or expenses. whether direct or indirect, and whether to persons or property to which ncc Purchascr umv be put or subject by reason of any act, action. neglect, nmission or default on the pan of the Seller, any of his contractors, or any of the Sellers or cotnrnetors officers, agent or employees. In ease any suit or other proceedings shall be Freight against the Purchascr, or its officers. agents or employees at any time on account or by reason of any act, action, neglect. omission or default of the Seller of any of his eontmom, or any of its or their officers, agents or cntployces 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, attorney, fees and other expenses, any mod all judgment, that may he incurred by or obtained against the Purchaser or nmy of its or Ihcir officers. agents or employees in such suits or other pmecedings. and in case judgment or other lien be placed upon or obtained against the property of the Purchascr, or said panics 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 otherwise The Seller and his contractors shall take all safrry precautions, furnish and instill all guards ncecssary for the prevention of accidents, comply with all laws and regulations with regaml to safety including. but without linutntine. the Occupntionel Safety and Ilcallh Act of 1970 and all miles and regtdntions issued pursmmin Ihcrcm. Revised ON2010