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HomeMy WebLinkAbout439605 KAPLAN KIRSH & ROCKWELL LLP - PURCHASE ORDER - 3212278PURCHASE ORDER PO Number Page City of PURCHASE 3212278 1 of 2 CThis number must appear Fort Collins1 on all invoices, packing slips and labels. Date: 01/23/2012 Vendor: 439605 KAPLAN KIRSH & ROCKWELL LLP 1675 BROADWAY #2300 DENVER Colorado 80202 Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 01/20/2012 Buyer: OPAL DICK Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered Price 2012 Blanket order Water Utilities Dept. C3. Oil.:sQ/� 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 i 1 LOT LS 40,000.00 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terrns and Conditions Page 2 of 2 L COMMERCIAL DETAILS. Tam exemptions. By statute the City of Fort Collins is exempt from sate and meal taxes. Our Exemption Number is 11. NONWAIVER. 911-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registemd with the Collector of Failure of the Purchaser to insist Olson strict perfnmance of the terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Starates 1973. Chapter 39-26. 114 (a). exercise any rights or remedies pmvided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for grads hereunder or approval of the design, shall not release the Seiler of Goods Rejected. GOODS REJECTED due to failure to teem specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be renamed to you for credit and arc not to be replaced except upon meepl of written purchaser to insist upon strict performance hercofor any of its rights or remedies as to any such goals, regardless instructions from the City of Fort Collins of when shipped, received or accepted. as to any prior or subsequcm default hereunder, nor shall any purported Oral modification or rescission of this purchase order by the Purchaser operate as a waiver ofany of the terms Inspection. GOODS are subject to the City of Frn Collins inspection on arrival, hcrcof. 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 actual economic practice, overcharges reselling from antitrust ACCEPTANCE, is dependent upon completion of all applicable required inspection procedures. 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 now have or hcrenfer Freight Terms. Shipments must be F.O.B., City of Fort Collins, 7M Wood St, Fort Collins, CO 90522, antes% acquired under federal or state antitrust laws for such overcharges relating to the particular goods or serviccs otherwise specified on this order If permission is given to prepay (might and charge separately, the original freight purchased err acquired by the Pumhascr pursuant to this purchase order, bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing paint in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected fmm the names, distribution point to destination, and excess freight will be deducted fmm Invoice when Purchaser and the Seiler, and the Seller thereafter indicates its inability or unwillimanccs to comply, the Pumhoser shipments arc made from greater distance. may cause the work to be performed by the noses expeditious means available to it. and the Seiler shall pay all costs associated with such work. Permits. Seller shall procure at sellers sale cost all ncccssmy permits, certificates and licenses required by all applicable laws, regulations, ordinances and rule., offing state, municipality, territory or political sutxli%ision where the work is performed, or required by any other duly constimmil public authority having jurisdiction over the work of vendor. Seiler further agrees to hold the City of Fort Collins hamper, fmm and against all liability and loss incurred by them by reason of an as;encd or established violation of any such laws, regulations. ordinances. talcs and requirements. Authorization. All parties to this contract agree that the represenafives arc, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated hcrcin set loth and any supplementary or additional tans and conditions annexed hereto or incorporated hcrcin by reference. Any additional or different terms and conditions proprud by seller are 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 effected within the time stated on the purchase order and the documents attached hcrcm. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries. shall operate as a waiver of this provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable ¢medics, the option of placing this order elsewhere and holding the Seller liable for damages. Hosxwver, the Seiler shall not be liable for damages as a result of delays due in causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, nets of civ it or military authontics, governmental prinn tics, fines, strikes. Rood, epidemics, wars Or riots provided that notice of the conditions coming 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 the time actually lost by reason of the delay. ].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 pal mcd with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser hamlets from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warm, my. The Seller shall replace, repair or make Card, without cast to the purchaser. any defects or faults arising within one (1) ymr or within such longer period of time as may be prescribed by law or by the terms ofany npplicablc warranty provided by the Scllcr after the date of acceptance of the goods famished hereunder (acccIumcc not to be unreasonably delayed), resulting from imperfect ar defective wad: done ar materials furnished by the Seller. Acceptance or use of goods by the Pumhascr shall not constitute a xvaivc, ofany claim under this wamnty. Except as othcrxvise provided in this purchase order, the Sol lent liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamntics or guam aces. but such 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 terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the mmw, other than legal tams, including additions to or deletions from the quamaies onyinaly mitered in the specifications or drawings, by verbal or written change order. If any stash change affects the amount due or the time of perfomanec hereunder, an equitable adjustment shall be oracle. 6. TERMINATIONS. The Purchaser may at any time by wTittcn change order. terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable ndjustment bcloven the panics 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 and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Stier with respect to any goods which arc the Scllcrs standard stock. No such termination shall relieve the Pumhascr or the Seiler ofany of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (70) days Form the date the change Or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all good.; sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and deliver such donmments as may be required to effect or evidence compliance. All laws and regulations required to he incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm oll costs and damages suffered by the Pnrchascr as a result of the Scllers Failure to comply with such Irv. 9. ASSIGNMENT. Neither party shall assign, transfer. or convey this order, or any monies due or to became due hcroundcr without the prior uTittcn consent of the other party. 10. TITLE. The Seiler warrants full, clear and unrestricted title to the Pumhascr for all equipment, materials. and items Famished in Performance of this agreement, free and clear of any and all liens, restrictions, reservations. security interest cncumbancc, and claims of othcrs. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the perforramce of such work. This release shall apply even in the event Of fault of negligence of the parry released and shall extend to the directors. Officers and employees of such party. The Scllcrs cmractoal obligations including wamnty, shall not be deemed to be reduced, in any way, because such work is performed Or caused to be performed by the Pnrchascr. 14, PATENTS. Whenever the Seller is required to use any design, device. material or process covered by letter, poem, trademark or copyright the Seller shall indemnify and save harmless the Pumhascr from any and all claims for infringement by reason of the use of such Indented design, device, material or process in connection with the contract, and shall indemnify the Purchaser fur any road, expense or damage which it may be obliged to pay by reason of such infringcarnt at any time during the prosecution or offer the completion of the work. In ease said equipment or any pan there.( or the intended arse of the goods, is in such suit 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 procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but onninfringing equipment, or modify it so it becomes m tinfringing. 15. INSOLVENCY. If the Seller shall become insolvent or hard mpl. make an nssignmern for the benefit of creditors, appoint a receiver or trustee for any of the Scllcrs property or business this order may forthwith be canceled by the Pnrchascr without liability. 16. GOVERNING LAW. The dcPomitions of tcrnma used or the interpretation oftbe agreement and the rights ofall parties hereunder shall be construed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in eases where the Seller is to perform work hereunder, including the services of Scllcrs Representalive(s), on the premises of othcrs. 17, SELLERS RESPONSIBILITY. The Seiler shall carry on said work at Scllers mvn risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Scllcrs Final completion and acceptance. complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are fomished by others for installation or erection by the Seiler. the Seiler shall receive, unload. store and handle same nt the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller 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, and/or to their dependents in accordance with the lose of the state in which the work is to be done. The Scllcr shall also carry comprehensive general liability including, but not limited to. contractual and automobile public liability insurance with bodily injury and death limits ofal Isar S300,000 for any One person, 5500t000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the prmni.scs ofod crs. the SCIlm shall f arish the Purchaser with a cenilieatc that such compensation and insurance have been pmvided. Such certificates shall specify the date when such compensation and insurance have been provided. Such cer ifcatcs shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until a0cr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby a,,a.,, the entire responsibility, and liability for any and all damage, loss or injury ofany kind or whom whatsoever to persons or property caused by or resulting from the execution ofdhc work provided for in this purchase orderor in connection herewith. The Seller will indemnify and hold harmieus the Purchaser and any Or rill of the Purchasers officers. agents and employees From and against any and all claims, losses, damages, charges or expenses, whither direct or indirect. and whmhcr to persons TO property to which the Purchaser may be put or subject by reason of any act, action, negleel. omission or default on the pan of the Scllet any of his contractors, or any of the Scllcrs or contractors officers, agents or employees. In case any suit Or other pmcecdings shall be brought against the Purchaser, or its oIBcers, 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 nfommid, the Seller hereby agrees to assume the defense thereof rand to dcfcnd the same at lbe Scllcrs own expense, to pay any and all costs charges, atomcvs fees and other expenses, .any and all judgments that may be inctnred by or obained against the Pumhascr or any of its or their officers, ,agents or empinyccs in such suits or other proceedings, and in case judgment or other lien be placed neon or ohtoincd against the properry of the Pumhascr, 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 or otherwise. The Seller and his contactors shall take all safety precautions, Furnish and install all guards nccessmy 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 Talcs and regulations issued pursuant thcmto. Revised 03/2010