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HomeMy WebLinkAbout124699 WINTER & COMPANY - PURCHASE ORDER - 9123290 (2)City of Fort Collins Date: 06/08/2012 Vendor: 124699 WINTER & COMPANY 1265 YELLOW PINE AVE BOULDER Colorado 80304 PURCHASE ORDER PO Number Page 9123290 10" This number must appear on all invoices, packing slips and labels. Ship To: CITY MANAGER CITY OF FORT COLLINS 300 LAPORTE AVE CITY HALL WEST - 1ST FLOOR FORT COLLINS Colorado 80521 nn6vpry natp* 06/07/2012 Buyer: J,vMto U-IVCILL Note: Quantity UOM Unit Price Extended Line Description Ordered Price 1 Midtown Urban Design Plan 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 LS 146,050.00 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. II. Nc1NRtAIVER. Tax exemptions. Dv ,tutus the City rf Fnrt Collins is exempt farm state anA local mscx. Our Exemption Number is Failure of the Purchaser m insist upon strict performance of the toms and conditions hcreoL failure or delay In 98-M502. Federal Emisc Tnx Exemptinn Ccniheate of Registry R4-60(N1537 is rcgistcmd with the Collector Of exercise any lights or remedies Provided herein or by law, failure to pmnmptly notify the Seller in the cvcm of a Internal Revenues Denver, Cmamdn (Ref. Colorado Revised Sumles I%J. Chapter 19.2fi. I Id la). g breach, the accepts or Diet payment For herds hor by la or approval nfthc design, stole net relent the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, ei,hct when shipped or due to defects of are of the wamnties of oblieations of this purchase order and shall not be deemed a waiver of any right of the dantnce in tmnsit, nny be returned to you far credit and are nat to be replaced except upon reecip, of written purchaser to insist upon strict perfomtance or rem lwmaf or any of its rights edies ifs m anv such goods. regardless City a(FOn Collins. n( when shipped, received or accepted. is to anv prior or subsequent default hcrcundcr, nor shall env purported insmctinns from the oral modification or rescission of this purchase order by the Purchnscr operate .as a waiver of any of the corms Inspection. GOODS arc snhjcct to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise. services or equipment in respnnse in this order can result in anthnrizcd payment on the pan of the City of Fan Collins. Hmvcvcr. it is to be understood that FINAL ACCEPTANCE is dependent anon completion nfall applicable regnimd inspection pneedures, Freight Terms. Shipments must be F.O.B.. City of Fan Collins, 700 Would St., Fort Collins. CO 80522, unless otherwise specified on this order. If pemhs,im is given to prepay freight and charge sego moly, the original freight bill must acc nq any invoice. Additional charges for packing will at be ncccptcd. Shipment Distance. Where mannfaetumrs have distributing Prints in various pans of the country. shipment is expected front the nearest distribution point to destin.tiun, and excess freight will be dchteted from Invoice ,when shinmeats arc made fork greater distance. Perim. Seller shall Procure al sellers sole cast all necessary Permits, eenificmes and licenses required by all applicable laws. regulations. ardiummict and rules of the state. municipality. tetntnry or political sihdiwision where the work is perforated. or required by any other duly constituted public nuthany having jurisdiction aver the work of vendor. Seller further mr,ecs to hold the City of Fort Collins harmless, from and against all liability and loss incurred by than by mason of an asserted or established violation of any such Imrs, rggulmions, ordinances: ndcs and requircmcnts. Authoricoian. All panics to this corma l agree that the representative, arc, in fact, ban. fide and posses., fill] and mmpldc authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expres ly limits acceptance in the Icros and conditions soled hacin .set forth and any supplementary or additional tern, and conditions annexed hereto or inearpnmtcd herein by reference. Any addition] or different tans and conditions pupas. d by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immcdimcly 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 anached hereto. No act, of the Purchasers in<huling, without limitation, acceptance of pnr,ia] late deliveries, shall operate ifs a waiver of this provision, in the event of any delay, the Pnrchascr shall have, in addition to mhcr Icgal and equitable remedies, the option ofpineing this order elsewhere and holding the Seller liable fin damngcs. Hosecvice the Scllcr shall not be liable for damngcs as a result of Icl'ys duc to causes not reasonably foreseeable which are beyond its reasonable control and wilhoul its fault of negligence, such acts of Gnd, acts of civil or military authorities. govemrocand pnnritics, fires. strikes. Band, epidemics wars or riots provided that notice of the conditions causing such delay is given in the Purehrscr within five (5) drys of the time when the Seller first received knawlcdge thereof In the cvcm ofany such delay, the dale of dclivcry slmll he extended for the period equal to the time actually lost by mrson wrihe dearly. 3. WARRANTY. The Seller warrants that all goods, articles, ournainls and work covered by this order will confnm, with Applicable drawings, specifications, samples and/or other descriptions given, will he fit For the parresee intended, and perfomcd 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 tam account of the Scllcrs breach of warranty. The Scllcr shall replace, repair or make good. without cost to the purchaser. any defects or faults arising within one (1) year or within such larger period of time as may he prescribed by Inv or by the terns array applicable n:vmnty provided by the Scllcr niter the date Of acceptance of the goods furnished hereunder (acceptance not to be to rcaeanahly delayed), resulting tram imperfect Or defective work done or overall, famished by the Seller. Acceptance or rise of gairds by the Purchaser shall not constitute a ,.ivcr ofany claim tinder this womnty. Except as nthcru'ise provided in this purchase order, the Sellers liabiliry hcrcundcr shall extend to all damngcs pmsho.itcly caused by the breach of tiny of the foregoing wormntics or gunnies,, hill such liability shall in no event include loss of profits nr 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 terms by wrincn change order. 5. CHANGES IN COMMERCIAL TERMS, The Atmhaser, cony make any changes o the tans, other than legal terms, including additions to or deletions from the quantities originally Ordered in the specifications Or drawings, by verbal or written change order. If nny soh change affects ,he amount due or the time of perfomancc hereunder. an equitable adjustntenl shall be mote. fi. TERMINATIONS. The Purchaser may at any time by written chance order, terminate this agreement as to my or all portions of the gnv is then not shipped ,object to any equitable adjustment hetwvicen the panics as ,n any work or materials then in prugress prnvidcd that the Pnrchascr shall not be liable for any claims for anticipated profits On the uncompleted ,union of the goods radio, work. far incidental or consequential damngcs, and that no such adjustment he made in favor of the Seller with respcet in any goods which arc the Sellers ztandnat stock. No such tcrmiation shall relieve the Puremser or the Seller affray ofthcir obligation, a, In any goods delivered hounder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be nsccrted within thirty (30) days farm the date the change or termination is ordcmd. R. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have hecn pnduccel sold. delivered and furnished in strict compliance with all applicable Imvs and regulations to which the goods arc subject. The Seller shall execute and deliver such documents as cony be 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 Pnrchascr harmless Farm all costs and damages suffered by file Purchaser as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, mmfer, or convey this order, array monies due or to became due hereunder withma the poor written consent of the other party. 10. TITLE. The Set let wamnt, Full, clear and unrestricted title to the Pumhascr fin all equipment. inn mrin]s. and items furnished in perfomoanee of this agreement, free and clear of any and all liens, restrictions. reservations. security interest encumbrances and claims of others. 12, ASSIGNMENT OF ANTITRUST CLAIMS. Scllcr and the Purchaser recognize that in rental economic practice, overcharges resulting from antitrust violations arc in fact horns by the Purchaser. Theretofore, for good cause and ifs consideration for cxemning this pnrehxe older, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal Or state amimst laws for such overcharges rclaling to the particular goods or srviccs purchased or acquired he the Purchnser pursuant to this purchase rrder. - 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs dun Seller to correct nonconforming or defective goods by a date in be agmed upon by the Purchaser and the Scllcr, and the Seller, oackotcr indicnes its inability or omvilliagnccs to comply, the Purchaser may cause the work to be pafamed by the most expcditin is means available to it, and the Seller shall pay all casts associated with such work. The Seller shall rclea a the Purchaser and its contractors of any tic, from aR liability and claims of any nature resulting fun, the performance Of such wink. This release shall apply even in the event of fault of acgliecnce of the parry released and shall extend to the directors, officers and employees of such party. The Seller's contractual ahligations. inehmdin@ wamnty, .shall not be deemed to he reduced, in any wise, because such work is perforated ar caused in be pertained by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device. material or pmccse covered by letter. Mean, mdemark or copyright, the Seller shift] indemnify and cave harmless the Purchaser farm any and all claims for infringement by reason of the use of such patened design, de, ice. material or pmecsn in connection with the contract, .laid shall indemnify the Purchaser for any cast, expense or donee which it none be obliged to pay by reason of soh infringement at any time during the preseeution or after the compaction of the wark. In case said equipment. or any par, thereof or the intended use of the goods, is in such snit held to constitute infrinccmcnl and the use of said equipment ar part is enjoined. the Scllcr shall, at its own expense and at its option, either procure for the Purchaser the right In continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes naninfringing. 15. INSOLVENCY. If Ile Seller shall became insolvent ar bankrupt. make an asignmcnl for the bcncfil of creditors, appoint a receiver or tmstcc far anv of the Sellers property or business, this order may fnnhwith he canceled by the Pnrchascr svilh ul liability. 16. GOVERNING LAW. The dermilions oftems used or the interpretation of the agrccmem and On rights of all panics hcrcundcr shall be construed under and governed by the haws ofthe State of Colnmdo, USA. The following Additional Conditions apply only in cases where the Seller is to [edam work. hcrcundcr, including the services of Scllcrs Represcnmtive(s), on the pmmkws nfothers. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry an said work at Seller's own risk until the same is fully completed and ncccptcd, and shall, in case of anv accident, destruction or injury to the work and/or materials before Seller's final completion and neccptnncc, complete the work at Scllcrs own expense and to the satisfaction of the Purchaser. When materials and equipment are Furnished by othors for insnllmion or erection by the Seller, the Scllcr shell receive, i nlnad, sirm and handle same at the site and become responsible them or as Ihough such mmcrinls and/or equipment were being furnished by the Scllcr under the order. IR. INSURANCE. The Seller shall, at his own expense, Parvide for the payment of workers compensation. including ockepntinnnl disease benefits, to its cnmpaovices employed on or in connection with the work covered by this purchase nrdcr. and/or to their dependents in accordance with ,he law, of the state in which the work is to be conic. The Seller shall also tarty comprehensive general liability including, but rim limited to, comnacmnl and manmwladc public liability insurance with bodily injury and death limits of m (cast 53000)(1, for any one person, S500.000 for any one accident and property damage limit per accident Of 5400.001). The Seller shall likewise require his contractors, if any. to provide for such compensation and insurance. Before any ohhe Sellers or his contractors employees shall dome work upon the premises of ethers, the Scllcr shall furnish the Pnrchascr with a ecnifcate that such cnmpenxatian and insurance have been provided. Such certificates shall specifv the date when such compensation and insurance have been Invented. Such certificates shall specify the date when such compensation and inammncc srims. The Scllcr agrees that such compensation and insnrmce shall be mainniacd until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hcrcbv assumes the cmirc responsibility and liability for any and all damnge, lass or injury ofany kind or autorc whamneecr to persons ar property caused by or resulting from the esccutian nfthc work provided for in this purchase ardcror in connection herewith. The Scllcr will indemnify and hold harmless the Purchaser and any or all of ,he. Purcha crs officers. 'goats and employees from and against any and all claims, losses, damages. charge, or expenses, whether direct or indirect, and whether to persons or pmpeny to which the Puchaser may be put Or subject by reason of any act action. neglect, omission ar default nil the ran Of the Seller, any of his cmdoetom, or anv of the Scllcrs or contractors officers. agents at employees. In case any suit or other pareeedings shall be hrnught against the Pa,choser, or its officers, amkak ar cmployccs at any time on account or by rcnsnn Of any nets action, neglect, omission at default of the Scllcr of any offs compactors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense Ihcreaf nod to defend the same at the Sellers own espouse, to pay any and all costs, charges, annmcys fees and other expenses. any and all judgments thnl nay be incurred by or obtained against the Purchaser or any of its or their offices. agents at employees in inch snits or other proceedings, and in case judgment or other lien be placed apart or obtained agains, the property of the Purchaser, or said parties in or as a result of such suit, or mhcr Parccedings, the Scllcr will at once cause the sans to be di ... lved tad discharged by giving band or mhervise. The Seller and his contractors shall take all safcty precautions, famish and install all guards necessary for the prevention of accidents, comply will, all lasts and regulations with regard to surly including. but without limitation, the Occupational Safety and Hcnith Act of 1970 ant all rules and regulations issued pursuant thereto. Rcviscd 03/2010