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HomeMy WebLinkAbout124699 WINTER & COMPANY - PURCHASE ORDER - 9121903 (2)City of Fort Collins Date: 05/10/2012 Vendor: 124699 WINTER & COMPANY 1265 YELLOW PINE AVE BOULDER Colorado 80304 PURCHASE ORDER PO Number Page 9121903 1of2 This number must appear on all invoices, packing slips and labels. Ship To: ADVANCE PLANNING DEPARTM CITY OF FORT COLLINS 281 N COLLEGE AVE 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 2 ADDENDUM PO #9121903 STEPS 2, 3, & 4 OK TO PROCEED (REQ #41852) 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 1 LOT EA 51,990.00 Total $51,990.00 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 fmm state and local taxes. Our Exemption Number is 11. NONWAIV ER. 98-04502. Federal Excise To, Exemption Certificate of Registry 94-60005R7 is registered with the Collector of Failure of the Purchaser to insist upon strict purformance ofthe terrors and conditions hereof. fnilnrc or 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 ofor payment for goods hereunder or approval ofihc design, shall not release the Seller of Goods Rejected, GOODS REJECTED due to failure to muct specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit. may be rumored to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance bereofor any of its rights or remedies IS to any such goods, regardless instructions from the City ofFort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported nml modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the rams Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hercof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNM ENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. Ilolvever, 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 ofall applicable required inspection pmecdurcs. 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 airy now have or hereafter Freight Terms. Shipments must be F.O.B., Citv of Fort Collins. 700 Wood St.. Fort Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to pmpay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must accompaay invnice, Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where mantr acmrcrs have distributing points in various pans of the country, shipment is Ifthe Poobuser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected fmm the nearest distribution point to destination, and excess freight will be deducted fmm Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or umvillimraess to comply, the Purchaser shipments are made form greater distance. 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. Permits. Seller shall pmeure at sellers sole cost all necessary permits. certificates and licenses required by all applicable Imes, regulations, ordinances and rates 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 fimher 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. rates and requirements. Authorization. All parties to this contract agree that the representatives are, in fact. bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional isms and conditions annexed hereto or incorporated herein by refcrcncc. Any additional or different tans and conditions proposed by seller are objected found hereby rejectod. 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 here.. No acts of the Purchasers including, without limitation, acceptance offunial late deliveries, shall operate as a waiver of this prevision. In the event of any delay, the Purchascr shall have, in addition to other legal and equitable remedies, the option ofplacing This order ckcaherc 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 are beyond its reasonable control and without its fault of negligence, such acts of God. acts ofcOf or military authodties, governmental priorities, fires, strikes, food, epidemics wars or riots provided that notice of the conditions causing .such delay is given to the Purchaser within fire (5) days of thc time when the Seller first received knmvledge 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 ofthe delay. 3. WARRANTY. The Seller n'amnl, 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 0t for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers 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 warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect or defective work done or materials furnished by the Scllcr. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers I iabiliw hereunder shall extend to all damages pmximately caused by the breach of any of the foregoing wamones or guarantees, 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 SHALL APPLY. 4. CHANGES IN LEGAL TERMS, The Purchaser may make changes to legal norms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or ss,men changc order. If any such change affects the amount due or the time offurnomrance hereunder, an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goads then not shipped, subject to any Ignitable 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 ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor critic Seller With respect to any good which are the Sellers standard stock. No such teminmion shall rdicyu the Purchascr or the Seller crony oftheir obligations as to any goods dclivcrcd hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted Within thirty (301 days form the date the change or termination is ordered. R. 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 Imes and regulations to which the goods are subject. The Seller shall execute and deliver 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 hamlm, from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parts shall assign, transfer, or convey this order, or any monies due or to become duc hereunder without the prior wrinco consent of the other part),. 10. TITLE. The Shccr ammnis full, clear and unrestricted title to the Purchascr for all equipment, materials and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, seemity interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting fmm the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, oMaers and employees of such party. The Scllcr', contractual obligations, including wamnty, shall not he deemed to be reduced, in any way, because such work is performed or caused to be 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 Scller shall indemnify and save hamdess 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 Purchascr for any cost. expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after 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 equipment or pan is enjoined. the Seller shall. at its own expense and at its option, either procure for the Purchascr the right to continue using said equipment or parts, replace the Santa with substantially equal but anninfringing 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 trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchascr without liability. Ib. GOVERNING LAW. The definitions of tans used or the interpretation of the agreement and the rights of all panics hereunder shall be construed under and governed by the laws of the State of Colorado, USA. Thu following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(,), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, 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 arc punished by others for installation or erection by the Seller, the Seller Shall receive. unland, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller under the order. IS. INSURANCE. The Seller shill, at his own expense, provide for the payment of workers canrpens ition, including oecupntinnal disease benefits, to its cmployecs 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 carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least S300.000 for any one person, S500,010 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his commutors, 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 the date when such compummo n and insurance have been pmvided. Such certificates shall specify the date when Such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be nininnined until after the entire walk is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage. Ins, or injury of any kind or nature whatsoever to persons or property caused by or resulting front the execution ofthe work provided for in this purchase order or in connection herewith. The Seller Will indemnify and hold hamricss the Purchascr and any or all of the Purchasers officers. agents and cmployecs from 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 stbjcct by reason of any act, action, neglect, omission or default on the pan of the Seller, 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 Purchascr, or its officers, agents or cmployecs 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 officers, agents or cmployecs as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the Same at the Sellers non 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 be placed upon or obtained against the property of the Purchascr, or said parties in or as a result of such suits or other poeacd ngs, 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 safety precautions, furnish and install all guards necessary for 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 rates and regulation, issued pursuant thereto. Revised ON2010