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HomeMy WebLinkAbout164002 LILEY ROGERS & MARTELL LLC - PURCHASE ORDER - 9121329PURCHASE ORDER PO Number Page City Of 9121329 + of z ' `t Collins This number must appear on all invoices, packing slips and labels. Date: 03/06/2012 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: 03/06/2012 Z Buyer: JAMES O'NEILL Note: Line Description Q"y UOM Unit Price Extended O ered Price Legal Services 1 LOT EA 50,000.00 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 $50,000.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions 11v statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 9g-UJ502. Federal Excise Tax Exemption Certificate of Registry 84-00,1587 is registered with the Collector of Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statistics 1973. Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be remmod to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the purchaser to insist neon strict performance of the terms and conditions hereof, failure or delay to exercise any rights or remedies pmvidcd herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of any of The wammies or obligations of this purchase order and shall not he decried a waiver of any right of the purchaser to insist apno strict performance herenf orany ofix rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral mndifiu Lion or rescission of this parcInse order by the Pnrchnscr operate as a winner of tiny of the terms hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins However, it is to be understood that FINAL Seller and the Purchaser recognize that in acmnl economic practice overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in f.+et borne by the Purchaser. Theretofore. for good cause and as consideration for exeentine this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now hm,c or hereafter Freight Teats. Shipments must be F.O.N., City of Fort Collins, 7M Wood St.. Pon Collins. CO 50522. unless acquired under federal or state antitrust Imes for such overcharges relating to the particular goods or services otherwise specified on this order. If pemissirn is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill neat accompany hoinec. Additional charges for packing will not he accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where mannfnctumm have distributing points in various pans of the country. shipment is If she Purchaser direct., she Seller to correct nonconftming or defective Roods by a date to be agreed upon by the expected fmm the nearest 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 greats distance. may cause the work to be perfommd by the most expeditious means available to it, and the Scllcr shall pay all costs associated wish such work. - Pcoau s. Seller shall procure at sellers side cost all necessary, permits, certificates and licenses required by all applicable laws. regulations. ordinances and poles of the state. municipality. return, or political subdivision where the work is performed, or required by any other duly, constituted public authority having jurisdiction over the mark of vendor. Seller further agrees to hold the City of Fort Collins harmless form and against all liability and loss incurred by them by reason of an asserted or established violation of any such Iasws, regulations, ordinances. odes and regmremenss. Authorimfion. All panics to this contract agree that the representatives are, in fact. burn fide and possess Fail and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the scats and conditions stated herein set forth and any supplementary err ink itioml acme, and conditions annexed hereto Or incogmmted herein by reference. Any additional or different terms and conditions proposed by seller are objected m and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive oa yore promised delivery date as noted. Time is of the essence. Delivery and performance most be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries. shall operate as a waiver of this prevision. In the event craft ' fany delay. the Purchaser shall have, in addition to other legal and equitable remedies. the option ofplacing this order esewhcm and holding the Seller liable for damages. Flowerer, the Seller shall not he 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. Road, 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 Scllcr first received know [edge thereof. In she event of any such delay, she rime 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 gad. articles, materials and work covered be this order will cannons 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 hamles from any loss damage or expense which the Purchaser may suffer err incur no account of the Scllcrs breach of wamnty. 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 nmy he prescribed by law or by the cons, of any appltrade wamnty provided by the Seller aPer the date of acceptance of the goods furnished hereunder (acceptance not to he unreasonably dclaved). tests It ing man imperfect or defective work drum or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver orany claim under this wamnty. Except as otherwise provided in this purchase order, the Scllcrs Ijabilive hcmunder shall extend to ail damages proximately caused by the breach of any of the foregoing oam. ntice Or guarantees, but such liability shall in no event include loss of profits or Ions of use. NO IMPLIED WARRANTY OR MERCHA NTA BI LiTY OR OF FITNESS FOR PURPOSE SI IALL APPLY. 4. CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal corms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, other than legal toms, including additions to or deletions fmm the quanfitics originally ordrred in the specifications or drawings by verbal or written change renter. If any such change offices the amount due or she time ofperformance hercundcr. 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 Sends then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in Progress provided that the Purchaser shall not be liable for any claim for anticipated profits On the uncompleted portion of the goas andi'm work, for incidental car consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goads, which arc the Scllcrs standard stock. No such mminntion shall relieve the Purchaser or the Seller of any of their obligations as to any gad delivered hemamder. 7. CLAIMS FOR ADJUSTMENT. Any claim for atlinstment must be asserted within thirsv (30) days fmm the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller wamnts that all goods sold 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 nNoned n be incorporated in agreements of this chanenr me hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamless from all costs and damages suffered by the Purchascr as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, trarefer. or convey this order. or any monies disc or to become due hereunder without the prior written consent of the other parry. 10. TITLE. The Seller wamnts full, clear and unrestricted title to the Purchaser for all equipment, mnsnrials, and items furnished in perfomnncc of this agreement, free and clear of any and all liens, restrictions. reservations security interest encumbrances and claims crushers. The Seller shift; release the Purchaser and its contractors of any Her form all liability and claims of any nature resulting front the perfomanee of such work. This rdcasc shall apply even in the event of fault of negligence of the parry released and slmll extend to the directorsopccrs mid cmployccs ofsuch party. The Seller's contractual obligations, including womnty, shall not he deemed to be reduced. in any way. manse such work is Performed or caused to be performed by she Purchaser. 14. PATENTS. Whenever the Seller is required to use any design. device material or process covered by Ictten patent, trademark or copyright. the Seller shall indemnify and save harmless the Purchaser Forms 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 indcmnify the Pnrchnscr far any cost. expense err damage which it Tony be obliged to pay by rcnson of such infringement at any time during the prosecution or after the completion of the work. In ease said equipment or any an thereof or the intended ase of the grads. is in such suil held to mnstihnc infringement and the use of said equipment or part is enjoined, the Seller shall, at its man 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 noninfrim ing equipment or modify it so it becomes noninfringing. IS. INSOLVENCY. If the Seller shall beentie insolvent or bnknps, make an assignment for the benefit of creditors, appoint a receiver or trustee far any of the Sellers property or business, Ihis Onler may Forthwith be canceled by the Purchaser without Iinbiiity. 16. GOVERNING LAW. The definitions Mlerma used or the interpretation ofthe agreement and the rights Oral panics hercundcr shall be eonstpood under and governed by the laws of she State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform Work hereunder, including the services of Sellers Representntivc(s), on the premises crushers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said Work it Sellcr's men risk until the same is fully completed and accepted, and shall. in case of any accident, dcstmetion or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Scllcrs own expense and to the satisf,'setion of the Pnrehaser. When materials and egnipmcns arc famished by others for installation Or erection by the Seller. the Seller shall receive, unload. store and handle same .t the site and become reponsible therefor as though such materials andfor equipment were being Furnished by the Seller under the order. 19. INSURANCE, The Seller shall, al his awn expense, provide for she payment of workers compensation. including occupational disease benefits. 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, commend and automobile public liability insurance wish bodily injury and death limit% of at least S300,000 for any one person. 5500,000 for any one accident and property damage limit per accident of 5400.000. The Scllcr shall likewise require his contractors, irony. in provide for such compensation and insurance. Before any of the Sellers or his contnctoa cmployccs .shall do any work upon the prcnr ises oFnthers. the Seller shall famish the Purchaser rveh O ecnificmc stint such compensation and insurance have been pmvidcd Such certificates shall specify the date when such compensation and insurance have been pmvidcd. Stich certificates shall specify the date when such eo orcir inn and insurance expire%. The Seller agrees That such compensation and insurance shall be maintained until turner the entire Work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hereby assumes the maim rc%ponsihility.,nd liability for any and all damage, Iuss Or injury ofany kind or ..,fine whatsoever to persons or property caused by Or resulting Two the execution ofthe work pmcided for in this purchase order or in connection heresw ish. The Seiler will indemnify and hold hamless the Purchaser and any to .11 of the Purchaser, Officers, agent., and cnmpinyces from and against any and ml clainvs. Insses, dannges charges or expenses whether direct or indirect, and whether to persons or property to .which the Purchaser may be put or subject by reason of any act action, ncglcct omission Or default no the pan Of the Sc;lcr,lany of his contractors, or any Of the Sellers or contractors offcem, agents or cmployccs. In ease any suit or other Proceedings shall be brought agaiml the Purchases or its officers. agents or employees at any time on t ccomnt 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 nforexaid, the Seller hereby agrees to assume the defense thereof and to defend the same nl the Sellers own expense, to ryry any and all costs. charges, mtomcys fees and other expenses any and all jodgments that may be incurred by or obtained against the Purchaser or any of its or their officers. agents or employees in such suits or other proceedings. and in case judgment or other lien he placed upon or obtained against the property of the Pnrchnscr, or said panics in or as a result of such suits or other proceedings, the Seller will at once cause the same to he dissolved and discharged by gis ine bond or otherwise. The Seller and his contractors shall take all Sti prccntlions, furnish and install all guards necessary for the prevention of .accidents, comply with all Imes and regulations with regard to Mficry including. but without limitation, the Occupational Safety and health Act of 1970 mal all talcs and regulations issued pursuant therctn. Revised 03/2010