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HomeMy WebLinkAbout360765 MALCOLM PIRNIE INC - PURCHASE ORDER - 9123740PURCHASE ORDER PO Number Page City Of///��� 9123740 ' of z `t Collins This number must appear on all invoices, packing slips and labels. Date: 06/29/2012 Vendor: 360765 MALCOLM PIRNIE INC 1919 SANTA MONICA BLVD #200 SANTA MONICA California 90404 Ship To: CITY MANAGER CITY OF FORT COLLINS 300 LAPORTE AVE CITY HALL WEST - 1 ST FLOOR FORT COLLINS Colorado 80521 Delivery Date: 06/29/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Red Oak Final Payment Development Impact Study 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 7,500.00 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. Tax exemptions. By .statute the City of Fon Collins is exempt from state and local taxes. Our Exemption Number is 98-0,1502. Federal Excise Tax Exemption Certificate of Registry 84-0000587 is registered with the Collector of Internal Rc%cnuc. Deaver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39 26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to mod specifications, either when shipped or due to defects of damage in transit, may be renamed to you for credit and ate not to be replaced except upon receipt of written instnmtio a From the Citv of Fort Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the Icons and conditions hereof, failure or dclav to exercise any right or remedies pmvidcd herein or by law, failure to promptly notify the Seller in the want of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict perfomtance hacofor any of its rights nr remedies as to any such goods, regardless of when shipped. received or accepted. as to any prior ar subsequent default hercundv, nor shall any purportod onl modification or tescic ion of this purchase order by The Purchaser upconc as a waiver of any of the terms hereof. 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. Hossxver. 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 procedures. 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 Tema, Shipments must he F.O.B„ City of Fort Collins, 700 Wood St.. Fort Collins, CO 90522. unless acquired under federal or state antimrst Imes for such overcharges relating to the particular goods or services othemise specified on this order. If permission is given to prepay freight and charge scpamtcly, the original freight purchased or acquired by the Purchaser pursuant to this purchnsc order, bill must accompany m%nice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. When: manufncmrcrs have distributing points in various pans of the county, shipment is If the Purchaser directs the Seller 1r7corr"t nonconforming Or dcfcctivc goods by a dntc to he agreed upon by the expected fmm the ncarest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Scllcr, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be wri mtcd by the most expeditious means available to it, and the Seller shall pay ail costs associated with such work. Permits. Seller ,shall procure at sellers sole cat all necessary permits, ccnificatcs and licenses rcquircd by all applicable laws, regulations. Ordinances and rules of the state, municipality.. territory or political subdivision where the work is paromied, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller finther agrees to hold the City of Fort Collins harmless front and against all liability and roc incurred by them by mason of an asserted or established violation ofany such laws, regulations, onlinanccs, rules and requirements. Authorization. All panics m this contract agree that the mpresentativcs arc, in fact, bow fide and possess full and complete nuthority to bind slid parties. LIMITATION OF TERMS. This purchase Order expressly limits acceptance to the Icmw and conditions stated herein set forth and any mpplemcmary or additional terms and conditions annexed hereto or inempround herein by reference. Any additinnal or different terms and conditions pmposcd by seller arc objcdcd m 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 essence. Deliver and performance mml be effected within the time stated an the purchase Order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpanial Inc deliveries, shall operate as a waiver of this provision. In the went of any delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option nfpl,,cing this Order clwwhcm and holding the Seller liable for damages. Hoscycn the Scllcr 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 ofeivil or military authorities, governmental priorities, fires, strikes, Bond, epidemics. wars Or riots pmvidcd that notice of the conditions causing such delav is given to the Purchaser within fire (5) days of the time when the Seller for received knowledge thereof. In the event array 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, anicics, 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 perfo mil 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 himet from any loss, damage or expense which the Purchaser may stiffer or incur On account of the Scllcr., breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (I) year Or within such longer period of time as may be prescribod by Inv or by the terms ofany applicable warranty pmvidcd by the Scllcr aRer the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfcct or detective Work done or materials famished by the Seller. Acceptance or use of good% by the Birch ascr shall not constitute a waiver of env claim under this warranty. Except as otherwise pmvidcd in this purchase order. the Sell cos liability hereunder shall extend to all damages proximately caused by the breach ofany of the fmcgning woonan.es or guanntcos, but such liability shall in no event include loss of profits or Ins close. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal tcnas by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal term, including additions to or deletions from the quamitics originally ordered in the specifications or drawings, by verbal or written change over. If any such change affects the amount due or the time ofperformance 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 ponions of the goods then not shipped, subject to any equitable adjustment between the parties as in any work or materinL 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 adjustowat be made in favor of the Seller with respect to any goods .which are the Sellers standard stock. No such termination shall mlimv the Purchaser or the Seller Olney of ihcir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrant that all goods mid hereunder shall have been produced. sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance All laws and regulations rcquircd to be incorporated in agreements of this chancier arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm all costs and damages suffered by the Puehnser as a result critic Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign. transfer, or convoy this order, or any monies due or to hmonic due hemunda without the prior wrincn consent of the other party. 10. TITLE. The Seller wornnts full. clear and unrestricted title to the Purchaser for all cquipmcnt, materials, and items furnished in performance of this agreement free and clear of any and all liens, mmictiens, rcscrvations, security interest encumbmmcs and claims of others. The Seller shall rcleasc the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance ofsrch work. This release shall apply even in the event of fruit of negligence of the parry released and shall extend to the directors, officers and employees ofsueh party. The Seller's contractual obligations including winanity. shall not be deemed to be reduced, in any way, because such work is performed or caused to he performed by the Purchaser. 14, PATENTS. Whenever the Seller is rcquircd to use any design, dwicc. material or proem covered In, letter. patent, trademark or copyright the Seller shall indemnify and save hi m lcm 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 ofmch infringement at any time during the prosecution or after the completion of the work. In ease 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 cquipmcnt or pan is enjnincd, the Seller shall, at its own expense and at its option. either procure for the Purchaser the right to continue using said equipment or pans, replace The same with substantially equal but anninfringing equipment, ar modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the benc8l of creditors, appoint a receiver or tmstce for any of the Sellers property or bnsines, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the intcrprctmion of the agmemenl and the rights of all panics hereunder shall be mastered under and governed by the laws Of the State of Colorado, USA. The following Additional Conditions apply nary in cases where the Seller is to Perform work hercunda. including the services of Scllers Representative(.,). On the premises Of others. 17. SELLERS RESPONSIBILITY. The Seller shall cam 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 andlor materials before Scllces final completion and acceptance, complete the work at Scllcls corn expense and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or crmfion by the Seller, the Seller shall receive, unloadk store and handle same at the site and become responsible themfor as though such materials and/or equipment were being famished by the Seller under the Order. 18. INSURANCE. The Seller shall, at his own expense, pmvlde for the payment of workers compenmtioo, including Occupational disease benefits, to its employees employed on or in connection with the work emered by this purchase order. and/or to their dependents in accordance with the laws of the state in which the \works 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 S300.050 for anyone pawn. S500.000 for any 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 Screts or his contractors employees shall do any work upon the premises of others, the Seller shall furnish the Purchaserwith a cenificote that such compensation and insurance have been pmvidcd. Such ccnificatcs shall specify the date when such compensation and insumncc have bran pmvidcd Stich ecnifeams shall specify the date 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 Scllcr hereby assumes the curare responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting From the execution ofthc Work pmvidcd for in this purchnsc order or in counccien herewith. The Seller will indemnify and hold hamiless the Purchaser and any or all of the Purchasers officers, agents and employees Form and against any and all claims, losses, damages, charges or expenses. whether direct or indirect and whelher to persons or property to which the Purchaser may be put or subject by reason of any net, action, ncgleet, omission Or default oa the pan of the Seller. am, 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 oReers, agents or employees at any time on account or by reason ofany act, action, neglect, omission or default of the Seller ofany of his contractors cram' cries or their ofpccrs, agents or employees a., rfommid, the Seller hereby agrees to assume the defense thereof and to defend tN, same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all jadgnrents that may be incurred by or obtained against the Purchaser or any of its or their olfieem, ,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 Purchaser, or slid 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 mhenvisc. The Seller and his eontmetom 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 1910 and all mles and regulations issued pursuant thereto. Revised 032010