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HomeMy WebLinkAbout342049 WIDNER MICHOW & COX LLP - PURCHASE ORDER - 9150714PURCHASE ORDER PO Number Page C117/ of PURCHASE 9150714 1 of 2 ' `t( oltins Thisnumber must appear ` v " 1�7 on all invoices, packing sli s and labels. Date: 01/30/2015 Vendor: 342049 Ship To: CITY CLERK WIDNER MICHOW & COX LLP CITY OF FORT COLLINS 13133 E ARAPAHOE RD SUITE 100 300 LAPORTE AVE CENTENNIAL CO 80112 CITY HALL WEST - 1ST FLOOR FORT COLLINS CO 80521 Delivery Date: 01/30/2015 Buyer: JOHN STEPHEN Note: Line Description Quantity Ordered UOM Unit Price Extended Price 2015 Estimated Marijuana 1 LOT LS 30,000.00 2015 Marijuana Licensing Licensing Authority Services per terms and conditions of RFP 7478 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 $30,000.00 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 L COMMERCW,DET'AILS. Tax exemptions. By statism the City of Fan Collins is exempt from immoral local taxes. Our Exemption Number is H. NONWAIVER. 98-04502. Federal Excise Tax Exemption Cenifeme of Registry 84-6000587 is registered with the Collector of Failure of else purchaser to insist upon water performance of the terms and conditions hat failure or delay to Internal Revenue, Dmveq Colorado (Ref. Colorado Revised Statures 1973, Chapter 39 26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Sella in the event of a breach, the acceptance ofor payment far good hereunder or approval of But design, shall nor 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 commodes or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in emmit may be muted to you for credit and are not to he replaced except upon receipt of wngm purchaser m'mist upon said pefformarom herarm any of its rights or remedies as to any such goods, regardless instructions from the City of End Collim. of when shipped, received a accepted, as to any pd., or subsequent default hereunder, nor shall any purported oral modification m rescission of this purchase order by the Purchaser shame not a waiver of any of the terns Inspection. GOODS are subject a the City of Pon Collins; inspection on armed. hereof. Final Acceptance. Receipt of the merchandise, sec or equipment in impressive to this order can result in 12, ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fan Collins. Howaveq it is to Fe understood that FINAL Seller and the Purabmer receptive pat in scnal economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations me in fact Same by the Purchaser. Therm fient for good rasa near as consideration for executing this purchase trader, the Seller hereby assigns m the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Far Collin, too Wood Sr, Far Collins, CO 80522, unless acquired under federal or some matron laws fur such examinants relining to the particular goad or services otherwise specified on this maker. If permission is given to prepay freight and charge separately, the original freight purchased m normal by the purchaser pursnml to this purchase onda. bill must accompany invoice. Additional charges for picking will not be accepted. 13.PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the munlry, shipment is Ifthe Purchaser directs me Seller to come, nonconforming or defective goods by a doe to be agreed upon by fie expected from the nearest distribution Point to destination, and excess freight will be deducted from Invoice what Purchaser and the Seller, and the Seller NereaRa hdicares its inability or unwillingness to comply, the Purchaser shipments are made tram granter distance. may cause me work to be pedbtmed by the most expeditious meets available to it, and the Sella shall pay all rusts sswcno d web such wink. Pemdts. Seller shall procure at sellers wle cost all necessary permits, ccnifcates and licenses required by all applicable laws, regulations, ordinances and rules affix sum, municipality, memory or political subdivision where the work is performed, or required by any other duly conducted public authority hasingjuradichom over the work of vendor. Sella further egreu to hold the City of Fort Collins harmless from and against all liability and loss occurred by mere by reason of m msated or established violation of any such laws, regulations, ordinances, rules and requirements. Authorication. All parties m this contmcl agree that the representatives are, in fact, bona fide and possess full and romplele authority to bind said parties. LIMITATION OF TERMS. This Purchase Order c,rcasly limits acceptance to the arms and condone. sated herein set foM and any supplementary or additional tents and conditions annexed haea or inmryomred herein by refermce. Any additional or ddlerent rams and conditions proposed by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted Time is of the essence. Delivery and Performance must be cRceled 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 provision In the 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. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably fora cable which are beyond its reasonable control and without its fault of negligence, such actsofGad, acts of.vil or military authorities, g,warro emal priorities, fires, mikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given m the Purchaser within rive (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 the time actually lost by reason of the delay. 3. WARRANTY. The Seller wamanls deal all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples maker other descriptions given, will be fit for the purposes intended, end performed with the higbest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser hemostat 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 in the purchaser, any defects or faults arising within one (I) year or within such longer period of time as may be prescribed by law or by the roams of any applicable warranty provided by the Seller after the rite of acceptance of the good famished hereunder (acceptance not to be unreasonably delayed), resulting much imperfect or defective work done or materials famished by the Seller Acceptance or use of goads by the Purchaser shall not onstitute 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 worruntma 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 Purchase may make changes to legal terms by written change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tanns, tuber than legal wens. including additions to or deletions fmm the quantities originally ordered in the spaificatiom or drawings, by vernal or written change olds. If any such change affects; the amount due or the time ofperfomance hereumka an equitable adjustment shall be made. 6.TERMINATIONS. The Purchaser may at any time by wnsen change order, terminate this agreement as to my or all portions of the good then rat shipped, subject to any equitable adjustment between the parties as to my work or mmeriah then in progress provided that the Purehaser shall rant ha liable for any claims for anticipated prefix an the uncompleted panim afthe good arWo, work, for incidental or mrsa,usetial damages, and that no such adjustment he it, in favor of the Seller with respect to any goods which are the Sellers standard stack. No such termination shall reline me Purchaser or the Sella of my of ibeir obligations as to may good delivered remainder. 1. CLAIMS FOR ADJUSTMENT. Any claim for adjnstemnt must M mounted within diary (30) days fmm the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Sella warrants that all goods sold hereunder shall love ban produced, sold, delivered and Smoothed in strict compliance wish all applicable laws card regulation to which the goods are subject The Seller shall exam a and deliver such documents as maybe unspotted to effect in evidence compliance All laws and regulations required to be incorporated in agreements of this character art hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suRerd by the Purchaser as a result of the Sellers failure to comply wish such law. 9. ASSIGNMENT. Neither party shall assign, hamfer, or convey this order, or my monies due or m become due hereunder without the prior wriven cement The other party. I(L TITLE. The Seller warrants full, clear and unrestricted title to the purchaser for all equipment, examnals, and items fumisM1ed in peformmce of this agreement, free and clean of may and all liens, restrictions, mwrvalima. secant, interest encumbrances and claims of others. The Seller shall release the Purchaser and its c rvaoamw of any tier firm all liability and claims of any mature resulting few the performance of such work. This relerse shall apply even in the event of Loch of negligence of the party released mad shall extend to the dlrecmes, officers and employees orsurb party. The Sellers emorstaal obligations, including wvrmt,, shall not be deemed to be reduced, in any way, because such work is pert ed or caused to be performed by NC Purchaser. 14. PATENTS. Whenever the Sella is acquired muse any design, device, material or process covered by later, palest, trademak r copyright, the Seller shall indemnify and save harmless the Purchaser from say said all claims for infringement by reaw r of Ne use of such patented ties,. device, material or process in connection with the can,.,, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by nown of such infringement at any rime during the prosecution or after the completion of the work. In case said equipment, or any pan Ncreof m the amended use of the good, is in such suit held to connimm infringement and the use of said equipment or pan is joiaN, the Sella shall, at its own expense and at its option, either pressures for the Purchaser the right to continue using said equipment or Tons, replace the same with substantially equal but noninfnnging equipment, or madify it w it becomes noninfdnging. I S. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment far the benefit of credoms, appoint a amens, ny or becom for aof Ne Sellers property or business, this order may forthwith be canceled by thPurchase,Purce, without liability. 16. GOVERNING LAW. The definitions ofterrns toed or the interpretation offie agreement and the rights cfall Portia hereunder shall be consented under and govemed by the lax, of the State ofColomdo, USA. The following Additional Conditions apply only in cases where Ne Seller is to perform work hereunder, including the services of Sellers Represmmtive(s), on the premises ofomers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work andror materials before Sellers Final complain. and meepmers, complete the work at Shcefs own expense and to the satisfaction of else Purchase, When mmeriala and alarmism are furnished by others for installation or erection by Be Seller, the Seller shall receive, unload, stare and handle same at the sift and become responsible therefor as though such materials andim equipment were being famished by me Sella under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for me payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, anger to their dependents in accordance with the laws of Be state in which the work is to he done. Tic Seller shall also carry mmpreM1emiv, general liability including. but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of ur least S300,000 for any am person, S50KLM for any arm accident and propedy damage limit per accident of SC00,030. The Sella shall likewise require his ontmcrors, if my, to provide for such nonpermanent said impr ce. Before my of the Sellers or his contractors employees shall do my work upon the premises of romix, the Seller shall banish the purchaser with a cenifmte Nat such mmpenwbon and inprance lave been provided. Such cenifiwes shall specify rim date when such ompero Lion and immranee Face been provided. Such canifcata shall Sheetfythe date when such compact and insurance expires. The Sella agrees Nos such mmpenention and insurance shall be maintained until after the moue wink is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes Ne entire responsmilay and liability for my and all damage, loss or injury army kind or atom whatsoever to possum or property caused by or resulting from the execution ofthe work pmvid for In this purchase order or in connection havowd, The Seller will indemni fy and hold harmless the Purehaser and my r all of the Purchasers officers, agents will employees firm and against my and all claims, losses, damages, charges or expenses, whether direct of indirect, and whether to persons or properly, to which me Pmnhmer may be pro or subject by memo of any act. action, neglect, omiuim or default m Ne pan of the Seller, my of his contractors, or my of the Sellers or contactors officers, agents or employees. In case my suit or other proceedings shall be brought against the Purchaser, or its officrs, agents or employees at my time on account or by ro v of my act action, neglect omission or da ult of the Sella of my of his contractors or my of its or their effects, agents or employees as aforesaid, the Sella hereby egret to assume me defense great and to defend the same at the Sellers own expense, to pay my and all costs, charges, attorneys fees and other expatses, a, and all judgments mat may be incurred by or obtained against the Purchase, m my of its err their aRecrs, agents or employees in such .its or outer pmcecdings, and in case judgment m outer lien be placed upon or obtained against she property of the Purchaser, or said parties in or as a result ofauch suits of other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Sella and his contractors shift take all safety precaution, Finnish and install all guard receswry for the prevention of accidents, comply with all laws and regulafiom with regard to mfery including, but without limitation, the Occupational Safety and Health Act of 1970 and dl rules and regulation issued pursuant daemon. Revised 07n014