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HomeMy WebLinkAbout536718 STUDIO INSITE LLC - PURCHASE ORDER - 9142483PO PURCHASE ORDER 914248er Page City. of 9142483 tofz �} Collins Ins This number must appear ` V ` on all invoices, packing �slips and labels. Date: 05/02/2014 Vendor: 536718 Ship To: DOWNTOWN DEVELOPMENT AU STUDIO INSITE LLC #19 OLD TOWN SQUARE, SUITE 3457 RINGSBY CT UNIT 223 FORT COLLINS CO 80524 DENVER CO 80216 Delivery Date: 05/02/2014 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price OLD TOWN SQUARE DESIGN 1 LOT LS 289,800.00 PER TERMS AND CONDITIONS OF BID 7595 AND AGREEMENT DATED APRIL 10, 2014 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.mm Total $289,800.00 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 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collin is exempt been state and local faxes. Our Exemption Number is 98-04502. Pascal Excise Tax Exemption Candidate of Registry 84-6000587 is registered with the Collator of Internal Revenue, Denver, ColomJo (Ref. C.Imad. Revised Staw,es 1973, Chapter 39-26, 114 (a). Good Rejected. GOODS REJECTED due to failure as meet spen ificmime, either when shipped or due to defects of damage in omit may be returned to you for credit and are not to be replaced except upon receipt of wrinen instructions from the City of Fort Collins. Inspection GOODS e2 subject to the City of Fort Collins inspection on arrival. Fiwl Acceptaae. Receipt of the merchandise, services or equipment in response to this order con all in a dfariond payment on the pan of den City of Fort Collins. However, it is to nd understood that FINAL ACCEPTANCE u dependent upon complmon of all applicable agniced impaction procedures. Freight Terms. Shipments meat be F.O.B., City of Fort Collins, 90o Wood St, Fon Collins, CO 80522, unless otherwise specified on this order. Wpermission is given to prepay freight and charge separately, the original freight bill most ucmmpany invoice. Additional charges for Packing will not h accepted. Shipment Dismal Where mmufnfirms have distributing points in various pans of the warty, shipment is expected from the nearest distribution point to destiwtims, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall Finance at sellers sole cast all necessary permits, certificates and licenses mluired by all applicable laws, regulations, ordinances and rules of the stale, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor Seller further agrees to laid the City of rod Collins harmless from and against all liability and loss endtired by them by reason of an asserted or enablishcd violation of any such laws, regulations, odbanow, roles domfonrmts. Authmimtion All panics he Ibis contract agree that the naTowsamtives rare, in Set, beam fide and pnssess full sad ,—piece amhurity to bond said pmies. LIMITATION OF TERMS. This Purchase Order expmasly limits acceptance to the Inns and conditions stated herein set funk and any,nTI nagery or additional terms and conditions annexed hereto m incorporated herein by .recall. Any additional err di@rcn1 terns and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGIiN Iimmediately ifyou cannot make complete shipment to arrive on your promised delivery date as noted. I ime is of the easenre. Delivery and performance must be effaced within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers includinl without limitation, acceptance of partial lam deisefles, shall uwdd a m a waiver of this provision. In the event ofany 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 Seiler shall not be liable for damages as a result of delays due to causes not reawnably Retraceable which are beyond its reasonable careful and wifcat its fault ofnegllumce, such acts of Cod, acts of civil or military auferires, governmental priorities, fires, strikes, road, epidemics, won, or riots provided that notice of the conditions causing such delay is given to the Purchaser wittier five (5) days of the time when she Seller first received knowledge therm[ In the event of any such delay, the date of delivery shall be extended for the parried equal to the time anwlly lost by ¢scan ofthe delay. 3. WARRANTY. The Seller wzsranls that all good, ankles, materials and work covered by this order will mofop with applicable drawings, specifcaliars, somplm maker other descriptions given, will be fit for she purposes intended, and performed with else highest degree of are and ..,a car in aererdance with accepted standards fir work of a mite attire. The Seller agonm to hold she purcM1assr hapless (tam any lass, damage or expense which the Purchaser may su1Rr or incur on second of the Sellers breach of wamnty. The Seller shall replace, repair or make used, without ammo the purchaser, may defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law ar by the terns ofany applicable watmnty provided by the Seller ceder the date of acceptance of she goods famished hereunder (aocatmnce not M commi ably delayed), resulting fmm imperf t or defective work done or materials famished by the Seller. Acceptance or me of goods by the Purchaser shall not constitute a waiver of any claim under this warmity. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend an al I damages proximately toward by the breach of any of the foregoing waremles or guarantees, but such Hand try shall in no event include Ins of profits or loss of we. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal tees by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchmer cony make any changes to fa it.,, other than legal terms, including additions to or deletions from the quamifes originally urJereJ in the specifientime or drawings, by verbal or wrown alange rider. If any wch change affects the amount due or the limeof prof rmnne hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any nine by written change order. Issuance this agreement m many or all portions of the goals then not shipped, subject to any equitable w1juwncnt between the parties as to any work or materials than in pfugras provided he, the Purchaser shall car he liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, lot incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such tepialion shall rcleave the Purchmcr or the Seller ofany of their obligations m to any goods delivered hereunder. 9. CLAIMS FOR ADJUSTMENT. Any claim for shoulders meal be cowered within Nirry (30) days from the date the change or tarmia,ion is ordered. 8. COMPLIANCE WITH LAW. The Seller wavants End all good sold hereunder shall have hoed produced, sold delivered and Interisland in sm et compliance with all applicable laws and regulation to which Jae goods are subject The Seller shall execute and deliver such documents as duty be requitrd to effect or evidence compliant. All laws and regulations required to Ise mcmparnted in agreements of this character art hereby incorporated herein by this reference. The Seller agrees an indemnify and hold the Purchaser hapless fmm all costs and damages suffertN by me Purchaser as a resuh of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, number, or convey his odes, or any monim due or to assume due hereunder widenal the poor woman common ofthe other cam. 10. TITLE. The Seller warrants full, clam and unreso-icted title to the Pwcaaser for all equipment materials, and items Himachal in Perform. of this agreement, fora and Clem of my and all lien, restrictions, msenxtims, security intent encumbrances and claims of others. 11. NONWAIVER. Failure of the Purchaser to insist upon inner performance of the terms and conditions hereof, failure or delay to exervine any rights or remedies provided herein or by law, failure to promptly carry the Seller in the event of a breach the acceptance ofor payment for goods hereunder or approval argue design, shall not release the Seller of any of she prperim or obligations of this purchase order mad shall not be demand a waiver of my right of me purchaser to insist upon strict performance thereof or any of its rights or remedies m in any such goods, regardless of when shipped, received or accepted, as to any prior in subsequent default haeur, lea nor shall any purposed oral modification or rescission of this purchase order by the prominent operate m a waiver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller read the, Purchaser raomia, that in acmal a c parractive, erchroo, resulting from andown violations are in fact homeNorthwards. by thNorthwards. Theretelere,nfor ngood cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have an bartender acquired under federal or sine antitrust laws for such overcharges relating to the particular good or senicel purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purehmer dtrecm the Seller to correct nonconforming m defective good by a dae to be agreed upon by the PurcRsser it the Seller, and the Seller structures indicates its inability or unwillingness to comply. the Purchuer may we she work m be performed by she most expeditious means available to it, and the Seller shall pay all costs amocimed with such work. The Seller shall rcicase the Purchaser and its contractors of any tier form all liability and claims of any nature resulting from the performance of such 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 afsuch party. The Selleh contractual obligations, including waronty, shall cos be deemed to be reduced, is any way, because suet, work is performed ore caused to be performed by the Purchaser. 14. PATENT S. Whenever the Seller is r xtuired to use any design, device, material or process covered by [error, patent, trademark copYrtghl, the Seller shall indemnify and save hapless the Purchaser from any and all claims for infringement by mason of the use of such patented design, device, material or process in connection with be contract, and shall indemnify the Pumhaser for any cat, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or ado the completion of the work. In case said equipment, or any pan thermf or the intended use of the good, is in such suit held to constitute infringement and ,he use of said equipment ar pan is enjoined, In, Seller shall, at its own expanse and at its order, either procure for the Purchaser the right m continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment. or modify it w it becomes noninfringing. 15. INSOLVENCY. If the seller shad Income insolvent or bankrupt, make an assigmrem roc the benefit of considers, appoint a raeiver or acoustic for any of cue Sellers property or business, this order may foMwith be canceled by fie Purchaser without liability. 16. GOVERNING LAW. The definitions, afteras mad or the interyretatio s ofthe agreemmc aced the rights of all panics heeuader shall be construed under and governed by the laws of the Slam ofColamdo, USA. The following AaMniodal Conditions apply only in cases where she Seller u to perform work hereunder, including the services of Sellers Representative(,), an the Found. ofahers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the wine is illy completed and accepted, and shall, to asc of any turning, destruction or injury in the weak and/or amtmak before Selleh front completion end acceptance, complete the work at Sellds own expense and to the satisfaction of the purchaser. Wbcn materials and equipment arc furnished by others for immllation or erection by she Seller, the Seller shall dative, unload, stare and handle same at the site and become responsible therefor as though such rramdals ankor equipment were being famished by she Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including armational disease benefits, to its employees employed on or in connection with the work covered by this purchase when, and/or to their dependents in accordance with the laws or the state in which she work is to be done. The Seller shall also cant' ccmmprchume,na general liability including, but not limited to, contractual and automobile public liability ireunmce with bodily injury nerd death limits of at least $300,000 for any one person, 5500,000 Far any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his empfacto rs, If any u, provala for such compensation and insurance, Before any of the Sellers or his contractors employers stroll do any work upon r the premises of provide the Such Seller shall famish the Purchaser with a cmtfi such that wcM1 ma ad infer and insurance houe have been Such cprovided. certificates anifiate5 Buell specify the date wham such mmpensnfn end insurance have hen provided. Such penificatm shall specify the dale when such compensation and a works complet 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 Seller hereby assumes the entire id onsibility and liability for my and all damage, loss or injury ofany kind or nature wha eaver to permits or property awed by or resulting from the execution of the work provided for in ,his .he. order or in connection herewith. The Seller will indemnify and hold heplas the Purchaur and any or all of the Forstmann, mi icers, agents and cand.yces flow and agalm, any and all claims, losses, damagm, charges or expmses, whether direct or indirect. and whether n person or Property to which the purchaser may be put or subject by demon of my act, action, neglect, omission or default on the pan of the Soler, any or his contractors, at any of the Sellers or connected, officers, agents or employes. In asc any suit or offer proceedings shall m bmughl against the Purchaser, or its officers, agents or employes at any time on account or by raven of any act. action, neglect omission or default of she Seller of my of his contractors or any of is or their officers, agents an employes as, err said, the Seller hereby agrees to assume the defense therms and in defend the same at she Sellers own expene, to pay any and all costs, charges, aromeys fees and other expera s, any ad all judgments ,ha, may ere incurred by or oblai d agaimt the Purchases or any of its or their officers. agents or employees in such suits in other proceedings, sad in came judgment or other lien be placed upon or obtained against the property of the Purehmer, or said parties th an m a result of such suits or other proceedings, the Seller will at once tense tad ante to be dissolved and doebacr ed by giving bond or otherwise. The Seller and his conuactors shall take all safety prtdutiom, fumah and install all guard necessary for the precluded of accidents, comply with all laws and regulations wish regard m safety including, but without limitation, the Occupatioal Safety and Health Act of 1970 and all roles and regulations issued pursuan, therem. Revised 03n010