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HomeMy WebLinkAbout537431 TOUCHSTONE LEGAL RESOURCES LLC - PURCHASE ORDER - 9142849City of �Fo_rt Collins PURCHASE ORDER Date: 05/21/2014 Vendor: 537431 TOUCHSTONE LEGAL RESOURCES LLC 590 W HIGHWAY 105 SUITE 281 MONUMENT CO 80132-9125 PO Number Page 9142849 1012 This number must appear on all invoices, packing sli s and labels. Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS CO 80521 Delivery Date: 05/20/2014 Buyer: PAT JOHNSON Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 OTHER PROF & TECH SERVICES SEARCH -WATER RESOURCES ATTY 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 LS 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 state and local taxes. Our Exemption Number is I I. NONWAIVER. 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 terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39 26, 114 (d. exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval of the design, shall not release the Sellef of Goods R Jected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the wamnties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in rcaneir, may be resumed In you for credit and are not 1. be replaced except .,a nested of written purchaser he insist upon strict performance hereof or any of rights of remedies as to any such goods, regardless computers from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor skill any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. berear Final Acceptance Receipt of the merchandise, assrom, or equipment in response m this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. amhoameal payment on the part of the City of port Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antixl nu ACCEPTANCE is dependent upon completing of all kepticable required inspection procedures, violations are in fact home by the purchaser. Thermorkre, 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 hereafter Freight Tams. Shipments most be F O.D., City of Fen Collins, 900 Wood Sx, Fon Collins, CO 80522, unless occurred antler federal or stale antitrust laws for such overcharges resoling 1. the particular goods or services otherwise spocified on this order If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursnand to this purchase order bill must accompany, invoice. Additional charges for parking will not be accepted_ 13. PURCI LASERS PERFORMANCE OF SELLERS OBLIGATIONS. ShipmentDistance .Where monuecturers have distributing points in various pans of the country, shipment is IfrhePurdtaw, ducces the Solt, to correct nonconfrming or defective goods by a date to be agreed upon by the expected from the nearer, distribution point to de hurnme, and excess freight will be deducted to.. Invoice when Purchaser and the Seller, aad the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipment, am ad, firm greeter distance. may cause the work to be perfumed by the most expeditious meanu available to it, and the Seller shall pay all costs associated with such work Permits. Seller shall procure a1 sellers to cast all necessary permits, eerdficmes and licenses required by all applicable laws, regulations, ordinances and rates of the state, municipality, territory or political subdivision where the work is perfumed, or required by any other duly prostrated public authority having jurisdiction over the work of vendor Seller further agrees to hold the City of Part Collins harmless from and against all liability and loss by them by reason or an asserted or established violation of any such laws, regulations, ordinances, tales incurred rghdrements. Anth.. onien. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said pasties LIMITATION OF TERMS. This Purchase Order e,pm,ly limits acceptance 1. the tams ,ad conditions stated herein sal fall, ,ad any supplementary or additional teens and conditions annexed hereto or imureom„1 herein by refemae. Any additional or different terms and conditions proposed by seller me objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment m arrive on your promised delivery date as noted Time i, of the...cram Delivery and performance must be effected within 0e time slated oa the purchase order and the dowmm6 attached hereto. No acts of the P... Elders including, without Incitation, acceptance ofparrial late delivema, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and quibble remedies, the option of planing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a romll of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts i it ace ofeivil or military authorities, governmental prunes,fires, strikes. Rood, 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 Seller first received knowledge thereof In the event of any such delay, the date of delivery shall be extended for the period equal m 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 courom with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended and performed with the highest degree of care and competence in accordance with accepted sbndards for work of a similar nature. The Seller agrees to hold the purchaser hamlers from any lass, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of wnmmy. The Seller shall replacc, repair or make gad, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be presoribd by law or by the terms of my applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim underthis wamnty. Except as oferwise provided in this purchase order, the Seller 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 loss of profits or lass of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL T ERMS. The purchaser may make changes to legal terns by written change Oder. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes tothe [eons, other than legal terms, including additions to or deletions from the quantitiesoriginallyordered in the sp¢ibcations or drawings, by verbal or wrluen change order. If any such change aReas the amount due or the time ofpedormance hereunder, an equitable adjustment skill be made. 6. TERMINATIONS. ]be Purchaser nay at any time by written change order, terminate this agreement as to any or all parirns of the goods then nut shipped, subject to a, quibble adjustment helween the parries az m any work or materials then in progress provided that the Purclywar shall not be liable for any claims for i nticipmed 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 it Seller with respect to any goods which are (lie Sellers standard stock No such termination shall relieve the Purchaser or the Seller of any ofthdr obligations as to any goods delivered hereunder. T CLAIMS FOR ADJUSTMENT. Any Term for adjustment must be asserted within Wirry (30) days from the date the change or termination is ordered. I. COMPLIANCE WITH LAW. The Sell, wayi the, .11 gaods sold hereunder shall base been produced, sold, delivered and famished in strlcl ormAnn m wie all applicable laws and regulations to which the goods are subject The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regddons rejoined tebe incorporated in agreements of this character are hereby incorporated herein by this reparative. The Sellef agree to indemnify aad hold the Purchaser harmless from all costs and damages s.fsmd by be Purchaser as a hearth of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall awirm transfer, or convey this orde, or any monies due or to become due hereunder without fie prior written consent of the ether pony. 10. TITLE. The Seller warrants fall, clear and unrestricted title to fie Purchaser for all equipment, materials, and items furnished in o rfoman w of this agreemenq free and clear of any end all lon s, rearpro e. reservations, security interest encumbrances and claims ofolhers. The Seller shall release the Purchaser and its contraaom of any tier from all liability and claims of any nature retailing from the perfrmance fsuch 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 ufsuch pang. The Seller's contractual obligations, including wamndy, shall not be deemed to be reduced, in any way, because such work is performed or caused to be perforated by the Purchaser. 14. PATENTS. Whenever the Seller is rcgnircd m use oil design, device, material or process covered by letter, patent, trademark or wTYpda. the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by .-a of the use of rich patented design, device, material or Foredo, in connection with the contract, and shall indemnify the Purchaser for any cast, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or oRer the completion of the work. In case said egnipmenL or any part thereof or the intended use of the guods, is in such suit held to eonatdta infringement and the use of said equipment or part 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 na defrioging equipment, or modify it so it becomes naninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bridal make an awmatic It far the Eawftr of creditors, appoint a receiver or trustee for any of the Sellers propery or business, this order may forthwith be canceled by the purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the finerpmartion of the agreement and the rights of all ponies hereunder shall be constmed under and governed by the laws ofthe State of Colorado, USA. The fallowing Additional Conditions apply only in wbere fie Seller is to perform work hereunder, including the services of Sellers Representative(s), on theperernue. of others. ❑. SELLERS RESPONSIBILITY. The Seller shall parry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in ate of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work an Seller's own expense and to the sanisfaetich of the Purchaser. When material, and equipment are famished by others for installation or erection by cite Seller, the Seller shall receive, unlmd, store and handle same at the site and became 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 laws of the state in which the work is so 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 lime, of at Iwt 9114000 fur any one person, Mm'.. for any one accident and properly damage limit per accident of $400.000. The Seller shall likewise rquire his contractors, if any, to provide for such compensation and instance. Before any of cite Sellers or his comas mrs employees shall do any work open the premise, of other,, the Seller shall famish the Purchaser with a certificate that such r mpen and insurance five been provided. Such eci ifieures shall specify the dace when sort, compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. Tim Seller agrees that such compensation and insurance shall be mmnbmcd our poor the entire work is completed and accepted 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby asmmes the entire mapsonsibil try and liability for any and all damage, loss or injury of any kid or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hamtless me Purchaser and any r at of the Purchasers officers, agents and employees from and against any and all claims losses, damages, charges or expenses, whether direct or indirect, and whether to persons or prop run to which the Purchaser may be pot or subject by reason or any at,, action, kgdvvL omission or default on he pan of the Seller, any of his con[mcOms, o any of the Sellers .1 eantree,ots officers, agents or employees In case any .it or other proceedings skill be bough against the Purchaser, or its officers, men%or employees at any time on demand or by reason of any act, action, neglect, omisiod or default of the Seller of any of his contractors or any of its or their officers, agents or employees as afaremid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, 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 officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result ofsuch suits or other proceedings, the Sellef will at are rouse the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall like all safety precautions, famish and install all guards necessary for the prosecutor of accidents, comply with all laws and regulations with regard to safety including, but without limionarm ,he Occupational Safety and Health Act of 1950 and all rules and regulations issued pursuantthereto. Revised OVITH0