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HomeMy WebLinkAbout433338 RUSSELL + MILLS STUDIO - PURCHASE ORDER - 9140675Fort Collins Date: 01/20/2015 Vendor: 433338 RUSSELL+ MILLS STUDIO 141 S COLLEGE AVE SUITE 104 FORT COLLINS CO 80524-2889 PURCHASE ORDER PO Number Page 9140675 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: PARK MAINTENANCE CITY OF FORT COLLINS 413 S BRYAN FORT COLLINS CO 80521 Delivery Date: 01/28/2014 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2 Garden Design 1 LOT EA 31,000.00 CHANGE ORDER 1 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@fogov.com Total Pay terms net 30 days Invoice Address i 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 Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Cerificam of Registry 84-6000582 is registered with the Collector of Internal Revenue, Deaver, Colorado (Ref Colorado Revised Smtums 1993, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, indoor when shipped or due to defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject in the City of Fort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in authanized payment an the part of the City of Fort C011irs. However, it Is an be undersmod that FINAL ACCEPTANCE is dependent upon completionofall applicable required inspection procedures. Freight Terms. Shipments must be ROB., City of Fort Collins, 700 Wood St, Fart Collins, CO 80522, unless adoerwise specified on this order. If permission is given to prepay freight and charge separately, the original freight bit must taxonomic invoice. Additional charges for ondam, will not be accepted. Shipment Distance. Where manufacturers gave doxibutiog points in various parts of the country, shipment is expected Gom the nearest distribution paint to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits Seller shall pursue at sellers sole cost all necessary permits, cerificates and licenses required by all applicable laws, regulations, orduanees and roles of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly comtituted public authority baring junsdictiod over the work of vendor. Seller forther agrees to hold the City of Fort Collins harmless from and against all liability and loss d by them by reason of an asserted or established violation of any such laws, regulmims, oNiwunces, ales incurred ndanrequiremen6. Authorization All parties to this contract agree that the reprownmtives are, in fact bona fide and possess full and complete malionly to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limnIs acceptance to the terms and conditions stated herein set forth and any supplementary or additional Owns and conditions annexed hereto or incaryomred herein by reference. Any additional or different terns and conditions proposed by seller are Objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the esower. Delivery and performance mast be effected within the time stared on the purchase order and Be documents attached herelo. No acts of the Purchasers including, without limitation, acceptance of,anal late dcliverlcs, shall operate as a waiver ofthis provision_ In Be event of any 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. Howeveq the Seller shall not be liable for damages as a result of delays due to causes nut reasonably foreseeable which are beyond its reasonable control and without its fault ofnegh'inice, such acts of God, acts ofeinl or military authorities, governmental priorities, fires, strikes, Flood, epidemics, wars 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 date of delivery shall be extended for the period equal to doe time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this Order will conform with applicable drawings, spec fieations, samples wagon other desodptions given, will be fit for the proposes Intended, and performd with the highest degree of care and competence in accordance with accepted standards for work of a imilar 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 warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults raising within one (1) year or within such longer period of time as may be prescribed by law or by the tams ofany applicable caraway provided by the Seller onerthe date of acceptance of the goods proudest hereunder (acceptance not to be unreasonably delayed), .,Ohio, from imperfect or defective work done or materials famished by the Sella. Acceptance or use of goods by the Purchaser shall not constitute a waiver of my claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but swh 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 more by written change order 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the from, 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 any such change affects the amount due or the time of peRorumbou toman deed ea equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wren change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties 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 anchor work, for 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 oaniwtion shall relieve the Purchaser or the Seller ofany of their obligations as to any goods delivered hereunder. 2. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assured within thirty (30) days fur the date the change or nomination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants Nat all goods sold Immondw stall have been produced, sold, delivered and fumishd in state[ compliance with all applicable laws and regulations to which Be goods are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All two, and regulations required to be incorporated in agreements of this chowder are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages sufferd by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior cordon foment arms other party. 10. TITLE. The Seller wararm full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clew of any and all liens, restrieiorm, reservations, security interest conc®rdan ces and claims of others. 11. NONWAIVER. Failure of the Purchaser to insist upon sect performance of lose trusts and conditions hereof, failure or delay to exomisse any rights or remedies pmnded 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 afore design, shall not release the Seller of any of the warranties car obligations of this purchase order and shall Out be deemed a waiver of any right of the Purchaser to insist upon strict performance hereofor any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, Our shall any parpaned oral modification or rescission of this purchase order by ore Purchaser operate as a waiver of any of the isms hereof 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, wesharges awarded from antitrust violations are in fact home by the Purchaser, Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby -,igna to ore Purchaser any and all claims it may now have or bereaRer acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase oMer. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwll ingress to comply, oho Purchaser may cause the work to be performed by the most expeditious means available to it, and rise Seller shall pay all costs associated with such work. The Seller had release the Purchaser and its contractors of any tier from all liability end claims of any rehire resulting from the performance of swh work. This release shall apply used in the event of fault of negligence of Be party released and sgall extend to the directors. aXccm and employees of sash party. The Sellces commercial 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. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, 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 Purchaser for any cost, expense or damage which it may be obliged he pay by reason ofareh infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended sae of the goods, is in such suit held to constitute infringement and doe use of said equipment or part 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 nownfn'nging equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or b cr mpt make an assignment for the benefit of creditors, appoint a rearPurchaser f h or trustee for any of the Sellers property or business, this order nay forthwith be canceled by the Purchase without liability. 16. GOVERNING LAW. The definitions of terror used or the interpretation ofthe agreement and the rights of all parties hereunder shall be command under and governed by the laws of the State ofColomdo, USA. The following Additional Conditions apply only is cases where the Seller is to perform work hereunder, including the services ofSelleas Rqueesenmtive(sh on the premises ofothem. 12. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's awn risk until the same is fully completed and accepted, and shall, in se of any accident, destruction or injury to the work anchor materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When maturing, and equipment are boosted by others for installation or mention by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such materials argot equipment were being famished by the Sella under the order. 18. INSURANCE. The Seller shall, at his own 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, anchor to their dependents in accordance with the laws of the scale in which the work is to bar done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury said death limits of at least $300,000 for any one person, 5500,e00 for any one accident and property damage limit per accident of $400,000. The Seller shall likewise require his cal ation, 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 fumish the Purchaser with a certificate that such compensation and insurance have been provided Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until alter me entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire 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 of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether m person or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on Ore part 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 he brought against the Purchaser, or its oRcers, 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 officers, agents or employees as aforesaid, the Seller hereby agrees fo assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all curve, 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 snits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result of such suits or other proceedings, the Seller will at once cause the same in be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, fiunish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard in safety including, but without limitation, the Occupational Safety and Health Act of 1920 and all roles and regulations issued personal thereto. Revised 0912014