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HomeMy WebLinkAbout124699 WINTER & COMPANY - PURCHASE ORDER - 9121903Fort Collins Date: 04/02/2012 PURCHASE ORDER PO Number Page 9121903 of 2 This number must appear on all invoices, packing slips and labels. Vendor: 124699 Ship To: ADVANCE PLANNING DEPARTM WINTER & COMPANY CITY OF FORT COLLINS 1265 YELLOW PINE AVE 281 N COLLEGE AVE BOULDER Colorado 80304 FORT COLLINS Colorado 80524-2 Delivery Date: 04/02/2012 Buyer: ED BONNETTE Note: PER 7303 East & West Side Neighborhoods Character Study Contract. Line Description Quantity UOM Unit Price Extended Ordered Price E.Side - W. Side Neighborhood 1 LOT LS 43,815.00 Phase 1 Total $43,815.00 Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email: purchasing@fcgov.com 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 Cram state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-04502. 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 or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Sutures 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 ofor payment for goods hemunder or approval ofthe design, shall nor ref ase the Scllcr of Goods Rejected. GOODS REJECTED due to failure to melt specifications, either when shipped or due to defects of any ofthe warranties or obligations of this purchase order and shall not be deemed a waiver crony right ofthe damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hemofor 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 order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS am 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 result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. Howrver, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice. overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable mquimd inspection procedems. 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 hurcafter Freight Tcmu. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 90522, unless acquired under federal or state antitrust Imes for such overcharges 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 manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will he deducted from Invoice when shipments arc made from greater distance. Permits. Seller shall posture at sellers sole cost all necessary permits, certificates and licenses rcquircd by all applicable laws, regulations. ordinances and mles of the state, municipality, territory or political subdivision where the work is perform d, 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 main and against all liability and loss incurred by them by reason of an asund or established violation of any such laws, mgulations, ordinances, mlcs and requirements. Authorization. All patties 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 conditions annexed hereto or incorporated herein by reference Any additional or different teens 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 ofthe 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 mpemte as a waiver of this provision. In the event ofatry 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 not be liable for damages as a result of delay's due to causes nor masonably foreseeable which arc beyond its reasonable control and without its fault ofncgligcacc. such acts of God, acts of eivil or military authorities, gov ernmenul priorities, fires, strikes, flood, epidemics, scars 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 dam of delivery shall be extended for the period equal to the time actually lost by reason ofthe 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 tit 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 Scllcr agrees to hold the purchaser harmless fmm any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one ( O year or within such longer period of time as may be proscribed by law or by the terra of any applicable warranty provided by the Se Ilcr after the date of acceptance of the goods furnished hercuder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seiler. Acceptance or use of goads by the Purchaser shall not constitute a waiver ofany claim under this wararry. Except as otherwise provided in this purchase order. the Sellers liab iliry hereunder shall extend to all damages proximately caul by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of limits or loss of use. NO [NI PL I ED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. J. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms 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 quantities originally ordered in the specifications or drawings, by %cmal or written change order. If any such change affects the amount due or the time of pertormnnee 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 panics as to any work or materials then 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 adjustment be made in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 1. 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 ,am, no; that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance w ilh all applicable Imes and regulations to which the goods are subject. The Seller shall execute and deliver such d" menu as may be required to effect or evidence compliance. All laws and regulations rcquired to be incorporated in agreements of It is character am hereby incorporated herein by this reference. The Se Ilcr agrees to indemnify and hold the Purchaser harmless gram all cows and damages suffemd by the Purchaser in a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller ,scams full, clear and unrestricted title to the Purchaser for all equipment, materials, and items fumished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others, 13, PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods be a date to be agreed upon by the Purchaser and the Seller. and the Seller thereatler indicates its inability or unwillingness to comply, the Purchaser may 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. The Scllcr shall relea, the Purchaser unit its contractors of any tier from all liability and claims of any nature resulting ram the performance of such work. This release shall apply even in the event of fault of neuligence of the parry released and shall extend to the directors, officers and employees ofmch party. 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 be performed by the Purchaser. W. PATENTS. Whenever the Seller is required to use any design. device. material or process covered by loner, 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 Purchucr for any cost, expense or damage which it may be obliged to pay by reason ofsuch in fringemem at any tins during the prosecution or after the completion of the work. In case said equipment, or 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 pan 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 parts, replace the same with substantially equal but noninfringing equipment. or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankmpl, make an assignment for the benetu of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchuscr without liability. 16. GOVERNING LAW, The dciaitions ofterms used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be constmed under and governedby 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 Sellers Rep ctenutive(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Scllcr shall cam on said work at Sellers own risk until the same is fully completed and accepted, and shall, in case crony accident, destruction or injury to the work and/or materials before Settees final completion and acceptance complete the work at Sellers own cspsmc and to the satisfaction of the Purchaser. When materials and equipment are Tumid d by others for installation or erection by the Seller, the Seller shall receive, unload. store and handle same at the site and beconmc responsible therefor as though such materials and/or equipment were being famished by the Seller under the order. 19. INSURANCE. The Seller shall, at his on 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 dependents in accordance with the laws of the sure in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injuy and death limits of at least S300,000 for any one person. S500.M0 for any one accident and property damage limit per accident of S400,000, The Seiler .shall likewise require his contractors. 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 ofolhers, the Seller shall famish the Purchaser with a cenitieatc that such compensation and insurance have been pmvided Such certificates shall specify the date when such compensation and insurance have been provided. Such certiticats shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until alter the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hercbv assumes the entire responsibil iry and liability for any and all damage, loss or injury of any kind oe or nature whatsver to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify, and hold hornless the Purchaser and any or all of the Purchasers officers, agents and employ'ces 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 reason of any act, action, neglect omission or default on the pan of the Scllcr, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its effects, 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 contractors or any of its or their effects, 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 creu, charges, anomcys fees and other capenscs, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their effects, agents or employees in such suits or other pmcedings, and in ease judgment or other lien be placed upon or obtained against the property ofthe Purchaser, or said parties in or as a result of such swim or other proceedings, the Seller will at once cause the same to be dissolved and dmcharged by giving bond or otherwise. The Seller and his contractors shall take all -safety precautions, furnish and install all guards necessary for the prtvention of accidents. comply with ill laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rates and regulations issued pursuant thereto. Revised 03/2010