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HomeMy WebLinkAbout164002 LILEY ROGERS & MARTELL LLC - PURCHASE ORDER - 3211345PURCHASE ORDER PO Number Pago City Of///���►►►OI Collins 3211345 1 of z ' `t ( V n C This number must appear] " J on all invoices, packing sli s and labels. Date: 03/08/2011 Vendor: 164002 LILEY ROGERS & MARTELL LLC 300 S HOWES ST FORT COLLINS Colorado 80521 Ship To: DOWNTOWN DEVELOPMENT AU #19 OLD TOWN SQUARE, SUITE FORT COLLINS Colorado 80524 Delivery Date: 03/07/2011 Buyer: Note: Line Description Quantity UOM Unit Price Extended Ordered Price Legal 1 LOT LS 12,000.00 U 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 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 stable the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAI VER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terns and conditions hereof, failure or delay to Internal Revenue. Denver. Colorado (Ref. Colorado Revised Statutes 073. Chapter 39-26, 114 (a). exercise any rights a remedies provided herein a by law, failure to promptly notify the Seller in the event of a breach, the acceptance afar payment for goods hat ander or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the wammies or obligations of this purchase order and shall not be darned a waiver of any right of the damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written Purchaser to insist upon strict performance humfor any of its rights or remedies as to any such goods, regardless instructions from the City of Fog Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral mMifiention or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS am subject to the City of Fort Collins inspection on arrival. hereof Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorised payment on the part of the City of Fort Collins. Howwa, it is to be understand that FINAL Seller and the Purchicer remgnim that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedure, violations arc in fact home 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 no, have or hereafter Freight Terms. Shipments must be F.O.B., City of Fart Collins, 700 Wood St, Fort Collins. CO 90522. 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 prepay freight and charge Separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice, Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance, Where manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective good by a date lobe agreed upon by the expected from the narest 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 unwillingness to comply, the Purchaser shipments arc made from 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 cast all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, 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 hold the City of Fog 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, rules and requirements. Authorivation. All parties to this conflict agree that the representatives arc, in fact, ban. fide and possess full and complete authority to bind Said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terns and conditions proposed by seller am objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your premised 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 attached hereto. No acts of the Purchasers including. without limitation, acceptance ofpagial late deliveries, shall operate as a waiver of fhis prevision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable fro damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofncgligencc. Such acts ofOod, acts ofcivil or military authorities. governmental prionfies, fires, strikes. Rood, epidemics, wins or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days ofthe time when the Seller first rmcived knowledge therm( 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 warrants 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 fit for the purposes intended, and performed with the highest degree of cam and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any Ions, damage or expense which the Purchaser may suffer or incur an account of the Sellers breach of warranty. The Sella 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 Iry or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods fumishcd hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done are materials furnished by the Seller. 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 liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wammics or guarantees, but such liability shall in no event include loss ofpmfits 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 terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal teats, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change enter. If any such change affects the amount due or the time ofperformanee hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the panic as to any work or materials then in progress provided that the Purchaser shall not be liable fro any claims for anticipated profits on the uncompleted potion of the goods and/or 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 termination shall relieve the Purchaser are the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fmm the date the change are brminmirn is ordered, S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have beat produced, sold, delivered and fumishcd in strict compliance with all applicable laws and regulations to which the goads am 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 arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all casts and damages suffered by the Purchatia as a result of the Scllcrs failure ro comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer. or convey this order, or any monies due or to become due hereunder without the prior written consent of the other parry, 10. TITLE. The Seller xamnts, full, clear and unrestricted title to the Purchasm for all equipment, materials, and items Furnished in performance of this agreement free and clear of any and all liens, restrictions, reservations. Security interest encumbrance 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 from 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, officers and employees of such parry. The Seller's contractual obligations, including warranty, .shall not be deemed to be reduced, in any way, himuse 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 latter, 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 conflict, and shall indemnify the Purchaser for any cost, expense are 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 cast, said equipment, or any pan therm( or the intended use of the goods, is in such wit 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 Mature for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes amin(ringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint e receiver are trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16, GOVERNING LAW. The definitions ofterms used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be construal under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Scllcrs Represmattivad. on the premises of ethers. 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 thework and/or materials before Sellers Final completion and acceptance, complete the work at Seller's own expense and to the Satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or erection by the Seller. the Seller shall receive, unload. stare and handle same at the site and become responsible therefor as though such materials and/or equipment were being fumishcd by the Seller under the order. 19. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease bmeFits, to its employees 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 afar least S30so000 for any one person. 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 pmvide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises ofothers, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when Such compersation and insurance have been provided. Such certificates shall specify the date when Such compasation 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 Seller hereby assumes the entire responsibility and liability for any and oil damage. loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting fmm the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hamdess the Purchaur and any or all of the Purchasers effects, agents and employees from and against any and all claims, losses. damages. charges or expenses, whether direct or indirM, and whether to persons or property to which the Purchaser may be pat or subject by return 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 Purchaser, or its officers, 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 to assume the defense thereof and to defend the same at the Sellers out expasc, 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 rfficcrs, agents or employees in such suits or other proceedings, and in ease judgment or other lien be placed upon or obtained against the property of the Purchaser, or said 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 motherxvise. 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 mlcs and regulations issued pursuant fheteb. Revised 03/2010