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HomeMy WebLinkAbout342049 WIDNER MICHOW & COX LLP - PURCHASE ORDER - 9135294PO PURCHASE ORDER 913529er Page rClty Of 9135294 1 of 2 ' `t Collins This number must appear v 1'�7 on all invoices, packing sli s and labels. Date: 11/12/2014 Vendor: 342049 WIDNER MICHOW 8r COX LLP 13133 E ARAPAHOE RD SUITE 100 CENTENNIAL CO 80112 Ship To: COMMUNITY DEV & NEIGHBORH CITY OF FORT COLLINS 281 N COLLEGE AVE FORT COLLINS CO 80521 Delivery Date: 09/26/2013 Buyer: PAUL, GERRY Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2 Legal services LUC Admin Hearing Officer 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.com 1 LOT EA 14,096.00 Total Pay terms net 30 days 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 Collins is exempt from slate and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Cenificate of Registry 84-6000587 IS registvmJ with the Collector of Inmmal Revenue, Denver, Colorado (Ref Colorado Revised Smmtes 1973, Chapter 39-26. 114 (a). Goods Rejected, GOODS REJECTED due to failure to meet specifications, either when shipped or due m defect, of damage in transit may be resumed to you for credit and are not to be replaced except Who receipt of woven inmuctires from the City of Fort Collirv. Inspection. GOODS are subject to the City of Fort Collirs inspection m arrival. Final Acceptance. Receipt of the merchandise, scurvices or equipment in response to this order can result in authorized payment on the not of the City of Fan Collins However, it Is m be understood Hat FINAL ACCEPTANCEis dependentupon completion stall applicable qui dimpection prowdeov Freight Terms. Shipments must be F.O.B., City of Fair Collins, 700 Wood St., Fan Collins, CO 80522, unless otherwise Nearfied on this .,do,. If permission is given to prepay freight and charge separately, the original freight bill must accompany invoice Additional charges for packing will not be throughout. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected fmm tie nearest distribution point to destination, and excess freight will be deducted from Invoice when Shipments are made firm Bremer distance. Permits. Seller shall procure at sellers sole cast all necessary permits, certificates and licenses required by all applicable laws, neguntimes, ordinances and eules cf the state, municipality, territory or political subdivision where the work is performed, reacquired by any other duly constilmed public authority havingjunediction over the work of vendor. Seller further agrees to hold the City of Fact Collins harmless from and against all liability and loss reacturred by them by mission of an asserted or established violation of any such laws, tegument, ordinances, rates and requirements. Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and passess full and complete authority to bind said parties. LIMITATION OF TERMS, This Tuneless, Order expressly limit, acceptance to the it. and conditions stied herein set fourth and any supplementary or additional arms aria conditions annexed herein or intertwined herein by reference Any additional or different terms and conditions proposed by seller are objected in and hereby redded. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannon make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance most be eRected within the time stated on the purchase order and the documents attached harem. No acts of the Purchasers including, without limitation, acceptance of predict late deliveries shall q ate as a waiver of this provision.In the event of my delay, the Purchaser shall have, in addition no other legal and equitable remedies, the option ofplawng this order elsewhere aid bolding the Seller liable far damages. However, the Seller shall not Is, liable for damages as a result of delays due to causes not reasonably fimoseenble which are beyond it, reasonable control and without its fault of negligence, such acts cfGod, acts ofcivil or military authorities, govemmm al priorities, fires, Ailms. Rood, epidemics, wars or riots provided that notice of the conditions coaxing 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 my such delay, the date of delivery shall be extended for the period equal to the time actually lost by reawn of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this oMef will conform with applicable drawings, specifications, samples and/or other desmptions given, will he fit for the purpose intended, and performed with the highest degn of care and competence in accordance with accepted standards for work of a imilar Where. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may sufferer incur o r account of the Sellers breach of wraty arnThe Seller shall replace, repair or make good, without cost to the purchaser, any defeats or faults arising within one (1) your or within such longer period of time aS may be prescribed by law or by the terms of any applicable warranty, provided by the Seller after the date of acceptance of the goods furrbshed hereunder (acceptance nano be umeawnably delayed), resulting from imperfect or defective work done or materials [ ished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any 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 such liability shall in no event include lass of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Pearlman may make changes to legal terms by written change order. 5. CHANGES IN COMMERCAM, TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from Re quantities originally ordered in did specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shut] be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions order goads then not shipped, subject to any equitable adjustment between She parties as to any work or impacts then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits tea the uncompleted portion of the goods and/or work, for incidental or consequential damages, and than no such adjustment be made in favor critic Seller with respect to any goods which am the Sellers standard sock. No such termination shall relieve the Purchaser or the Seller ofany refused, obligations as to any goods delivered hereunder. 1. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days tram the date the change or terrninatfn is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold delivered and banished in must compliance with all applicable laws and regulations to which the goads are subject The Seller Shall me to and deliver such documents res may be required to effect or evidence compliance. All laws and regulations required to be Suspected in agreements of this character are hereby unattended herein by this refaannow. The Seller agues to indemnify and hold the PumM1aser harmless fmm all costs end damages suffered 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 written consent of the other parry. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all a cipment, materials, and Items famished in performance of this agreement, f and clear of any and all liters, overcomes, reservations, security interest encumbrances and claims of others. 11. NONWAIVER. Failure of the Purhaer to insist upon strict performance of the terms and conditions hereof, failure or delay to cherciso any rights w rcmNies provided herein or by law, failure to promptly notify the Seller in He even of a breach the acceptance ofor payment for goads hereunder or approval ofthe design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not he deemed a waiver of any right of tie purchaser to insist upon strict performance launder any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, az to any prior or subsequent default hereunder, nor shall any purpaned oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the items hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact home by the Purchaser. Theretofre nfor 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 acquired under federal or Note an must Taws for such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pan., to W s purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. tribe Purchaser clients the Seller to correct nonconforming or detective goods by a date tu be, agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious meam available to it, and the Seller shall pay all costs associated writ such work. The Seller shall release the Purchaser and it, contmuors of any tier fine 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 of such party. The Sellers contracted 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. Wheneve the Seller is requid 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 infn-ngemem 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 if may be obliged in pay by mason of such infringement at any time during the persecution or after the completion of She work. In case said equipment. or any part thereof or the intended use of the goods, is in such Suit held to constitute infringe trat and the use of said equipment or pan 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 pans, replace the same with substantially equal but eaninMnging equipment, or modify it so it becomes noniafnnging. 15. INSOLVENCY. If the Seller shall became insolvent or bankmpt, make he assignment for the benefit of editors, appoint a memn w trustee for any of the Sellers property w business, this We, may foMwilh be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation ofthe agreement and the rights of all ponies hereunder shall be construed under and Wormed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Sella is to perform work hereunder, including the Services of Sellers Represenlativep), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall tarty on said work at Sellers own risk until the same is Polly completed and accepted, and shall, in use of any accident, dvormliou or injury, to He week We, materials before Sellers final completion and acceptmce, complete case work at Sellers own expense and to the satisfaction of Us, Purchaser. When materials and equipment are furnished by others for installation or erection by He Seller, the Seller shall receive, unload, store and handle same m the arm and become responsible therefor as though such materials and/or equipment were being famished by the Seller under the wider. 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 center, andor no fhev dependents in accordance with the laws of the slate in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, commmuel and automobile public liability insurance with bodily injury and death limits of at lean $300,000 for any one person, S500,00t0 for any one accident and property Earatm limit per accident of $400,000. The Seller shall likewise require his o aummrs, if any, to provide far such —correction and Imumnce. Before any of the Sellers or his connectors employees shall do any work upon the premises of others, the Seller shall fumish He Purchaser with a cmifeate that such compensation and Insurance hare been provided. Such certificates shall specify flit date when sack compensation and insurance have been provided. Such certificates shall specify the date when such compersafion and insurance expires. The Seller agrees that much 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 more impommuliry and liability for any and all damage, loss or i jury of any kind or nature whatsoever to tenons or property, caused by or resulting firm the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any cr all of the PurchaseoRcer , agents and employers from and against any and all claims, losses, damages, rs harges or expenses, whether direct or indirect, and whether to persons or property no which the Purchase may Is, put or subject by poison of my act, were, neglect, omission or default on the pan of the Seller, any of his characters, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaer, or its officers, agent or employees at any time on account or by rescom of any act, when, neglect, omission or default of the Seller of any of his comaetwrs or any of its or Heir officers, agents m employees aS aforesaid, He Seller hereby agrees to essarne the defense thereof and In defend the same at the Sellers awn expense, to pay any and all costs, charges, ceramics fees and other expenses, any and all judgments Hat may be incurred by or obtained against He Purchaser or any of its or Heir officers, agents or employees in such suits or other proceedings, and in case judgment or other dim be placed upon or obtained against the property of the Purchaser, or said parties in or m 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 otherwise. The Seller and his coniremprs shall rake all safety precautions, burnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with rcgunt to Safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 01I2014