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HomeMy WebLinkAbout455706 STOLFUS & ASSOCIATES INC - PURCHASE ORDER - 9101922 (3)Fort Collins Date: 09H 2/2011 PURCHASE Vendor: 455706 STOLFUS & ASSOCIATES INC 5690 DTC BOULEVARD SUITE 101W GREENWOOD VILLAGE Colorado 80111 Ship R PO Number Page 9101922 1of2 his number must appear on all invoices, packing slips and labels. ENGINEERING DIVISION CITY OF FORT COLLINS 281 N COLLEGE AVE FORT COLLINS Colorado 80521 pelivery Date: 04/09/2010 I Buyer: JOHN STEPHEN Note: Line Description Orde d QuanUOM Unit Price E tenPrie d 7 Change Order No. 6 1 LOT N.College Improvements City of Fort Collins Director of Purchasing and Risk Management This o►ger Is not valid over $5000 unless signed by James B. O'Neill 11, CPPO City of fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Pflone:970-221$775 Fax:970.221-6707 Email:purchasing@fcgov.com EA 59,444.00 Total Invoice Address: City of Font Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 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 I1. NONWAIVER 9841502. 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 tans and conditions hereof, feeilum a delay to, Internal Revenue, Denver, Colorado (get Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). exercise any rights m remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder of approval of the design, shall no release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties m obligations of this purchase order and shall not be demand a waiver of any right of the damage in transit, may be renuned to you for credit and am nor to be replaced except upon receipt of written puthaser to insist upon stria performance hereof or any of its rights or remedies as to airy such goods, regardless instructions farm the City of Fort Collins. of when shipped, received or accepted, as many prior car subsequent default hereunder, rem shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the tames Inspection. GOODS arc subject in the City effort Collins inspection on arrived. hattroE Final Acceptance. Receipt of the merchandise, services m equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment an the part of the City of Fort Collime. However. it is in be understood that FINAL Seller and the Purchaser recognize that In metal economic practice. overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations arc in fact bonne by the Purchaser. Theretofore, for good wise and as consideration for executing this purchase order, the Scller hereby assigns to the purchaser my and all claims it may now have or herwRer Freight Terns. Shipments mutt be F.O.B., City of Fort Collins, 700 Wood St., Fan Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating in the particular goods or services otherwise specified me this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant in this purchase order. bill most accompany invoice. Additional charges for packing will nor be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where matmfacarers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the merest distribution point to destination, and excess freight will be deducted farm Invoice when Purchaser and the Seller, and the Sella the=fta indicates its inability or unwillingness to comply. the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means available ro it, and the Seller shall pay all costs associated with such work. Permits. Sella shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and ruler of the state, municipality, territory or political subdivision where the work is performed, or required by any other duty 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 than by meson of an asserted or established violation of any such laws, regulations, ordinances, rates and requirements. Authorization. All parties to this contract agree that the representative, sm, in fact. bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits malmance to the terms and conditions stated herein set forth and arty supplementary or additional tenses and conditions annexed hercto or incorporated herein by reference. Any additional or different tams and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT tmmediamly if you came make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance most be effaced within the time stated on the purchase order and the documents attached hetcm. No nets of the Purchasers including, without limitation, acceptance of partial lam deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition in other legd and equitable remedies, the option of placing this order elsewhere and holding the Sella liable fm damages. However, the Sella shall no be liable for damages as a result of delays due to causes nca 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, stokes, Bad, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the rime what rue Seller fist received knowledge thereof. In the event of any such delay, the time of delivery shall be extended for the period equal to rise time actually lost by mason of the delay. 3. WARRANTY. The Seller wanner that all goods, articles, materials and work coveted by this order will confmm with applicable drawings, specifications, samples and/or other descriptions given, will be fit fur the purposes inumded and performed with the higher degree of care and competence in accordance with accepted standards for work of a similar nature. The Sella agrees to hold the purchaser harmless frem any loss, damage or expense which the Purchaser may suffer err incur on account of the Sellers breach of warranty. The Sella shall replace, repair or make good without cost in the purchaser, arty defects m faults arising within ore (1) yea or within such longer period of time as may be prescribed by law or by the terns orally applicable warmnry, provided by the Seller after the time of wceptance of the goods furnished hereunder (acceptmce net to be manageably delayed), resulting from imperfect a defective work time or materials famished by the Scller. Acceptance or use of goods by the Purchaser shall not constitute a waiver artery claim ureter this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach are" of the foregoing warranties or guarantor, but such liability shall in no event include loss ofpmfets of 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 in legal team by written change order. 5. CHANGES IN COMMERCIAL TERMS, The Purchases may make any changes to the terms. other than legal teats, including addifiom to or deletions form the quantities originally ordered in the specifications of drawings. by verbal or written change order. If any web change effects the amount due or the time ofperformarmce 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 adjusrnwt between the parties as many work or materials than in progress provided that the Purchaser. shall not be liable for any claims for anticipated profits on the uncompleted portion of the goads and/or work, for incidental m consequential damages, and that no such adjustment be made in favor of the Seller with aspect to any goods which are the Sellers standard stack. No such tenninatie shall relieve the Purchaser or the Scller of an y oftheir obligations as to my goods delivered hereutda. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days form the time the change m termination is S. COMPLIANCE WITH LAW. The Seiler mna es that all goods sold hereunder shall have been produced sold delivered and famished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver well dectnente, as may be required in efface or evidence compliance. All laws and regulations required to be incorporated in agreements of this character an hereby incorporated harein by this reference. The Sella agrees to indemnify and hold the Purchaser hamless from all corn and damages suffered by the Purchaser as a result of the Sellers faihre to comply with each law. 9. ASSIGNMENT. Neither party shall assign, trmsfer, or convey this order, or any metes due or to become don hereunder without the prior written convent of the other parry. 10. TITLE. The SdIa warrants full, clear ard unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement. free and tear of any and all lieu, restrictions, reservations, security interest wcumbmnces and claims ofothess. The Sella shall release the Purchaser and its conarw ors of any tier form all liability and claims of any name mulling from the pafmmmce of inch 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 of such pasty. The Seller's mntractml obligations, including warranty, shall not be deemed to be reduced, in any my, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Sella is requited to use any design. device, material or process covered by Inver, parent, trademark or copyright, the Sell" shall indemnify and save harmless the Purchaser, from any and all claims fm infringement by reason of the use of such patented design, device, material or process in connection with the comma, and shall indemnify the Purchaser for any emL expense or damage which it may be obliged to pay by treason of such infringement m airy time during the pmseMion of after the completion of tlrc work. In case said equipment, m any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part is enjoined, the Sella shall, at its own expense and at its option, either procure fur the Purchaser the right to continue using said equipment or pros, replace the more with substantially equal but noninfringing equipment or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustem 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 interprtation of the agreement and the rights of all parties hereunder shall be consumed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Rep gmetative(s), on the pmnisce ofethers. 17. SELLERS RESPONSIBILITY. The Sella shall carry on said work at Settees own risk until the same is fully completed and accepted, and shell, 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 Sellers own expense and to the satisfaction of the Purchaser. Wbev materials and equipment are famished by others for installation or elction by the Sella, the Seller shall receive, unload, more and handle same at the site and became responsible therefor ae though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Sella shall, at his own expense, provide for the payment of workers compensation. including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order. and/or to their dependants in accordance with the laws of the were in which the work is to be time. The Seller shall also carry comprehensive general liability including, bra not limited to, mnttaaml and automobile public liability insurance with bodily injury and death limits of at least S300.000 for any, ore person, S300.01)() for airy one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his can an ma, employees shall do any work upon the premises of others, the Sella shall furnish 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 time 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 Sella hereby assumes the entire responsibility and liability for my and all damage, loss m injury army kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided fm in this purchase order or in connection herewith. The Sella will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against my and all claims losses, damages, charger or expenses, whether direct of indirect, and whether in persons or property to which the Purchaser may be pm or subject by Henson of any act, acting, neglect, omission or default on the pan of the Sella, any of his contm[tora, m any of the Sellers or contractors omens, agents m employees. In case my suit or other proceedings shall be brought ageing the Purchaser, or its officers, agents or employees at my time on account or by reason of any act, action, neglect, omission or default of the Sella of any of his cmttraams or nary of its or their officers, agents or employees as aforesaid, the Scller hereby agrees in assume the defense thereof and to defend the same at the Sellers own expense, an pay any and all cats, charges, moneys fees and other expenses. any and all judgments that may be incurred by or obtained ageing the Purchaser or any of in or their officers, egenn or employees } well suits or other proceedings, and in case judgment or other lice be placed upon or obtained against the property of the Purchasa, or said parties in or as a result of such win or other proceedings, the Sella will at once cause the same to be dissolved and discharged by giving bond of otherwise. The Sella and his contractors shall take ell safety precautions, famish and install all guards necessary fa the prevention of accidents, comply with all laws and regulations with regard t safety including, bar without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursumt thereto. Revised 0312010