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HomeMy WebLinkAbout439605 KAPLAN KIRSCH & ROCKWELL LLP - PURCHASE ORDER - 9106397Fort Collins PURCHASE ORDER PO Number Page 9106397 1of2 This number must appear on all invoices, packing sli s and labels. Date: 01/12/2015 Vendor: 439605 Ship To: WATER UTILITIES KAPLAN KIRSCH & ROCKWELL LLP CITY OF FORT COLLINS 1675 BROADWAY #2300 700 WOOD ST DENVER CO 80202 FORT COLLINS CO 80521 Delivery Date: 01/09/2015 Buyer: OPAL DICK Note: Line Description Quantity Ordered UOM Unit Price Extended Price 4 NISP Review 1 LOT EA 25,512.03 5 legal Services 1 LOT EA 18,750.00 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 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. COMMERCIALDETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NON WAIVER. Failure ofthe Purchaser b insist upon strict performance of the terms aM roadi,imis hereof, failure or delay to 98-04503. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided hereto 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 ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due m defects of any ofthe wromm es or obligations of this purchase order and shall not be deemed a waiver of my right of the damage in wrsih may be retuficxl to you for credit and are not to be replaced except upon receipt of written purchaser 10 insist upon strict performance hereof or any of its rights or remedies as to my such goods, regardless ioswnin. from the City offset Collins. of when shipped, received or accepted, ns an any prior or mbmquua, default hereutuder, nor skull any putpaaed col madifiamart or remission of this purchase order by the Purchaser Operate as a waiver of any of me it. Inspection GOODS M subjee, to the City ofFod Collins inspection on arrival. hescof. Final Acceptance. Receipt of the merchandise, Srmises or equipment in response to this order an result in 12, ASSIGNMENT OF ANTITRUST CLAIMS. amhoricAd payment on the part of the City of Fort Collins. However, it u to be understood Fiat FB4AL Seller and ON Purchases recognise Fiat in actual economic practice, overchargas resulting from antitrust ACCEPTANCE is dependent upon completion of ell applicable required inspection procedures. violnfona are in far, home by rise Purchaser. Theretoforefor good cruse and as consideration for executing this purchase We,, the Seller hereby assigns to the Purchaser any and all claims it may now have or homficr Freight Tams. Shipments must be F.O.B., City Of TOM Collins, 700 Wood St., Fort Collins, CO 80533, unless acquired under period or stale antitrust laws for such overcharges relating to the particular goads or Services otherwise specified on this order. If permission is given to prepay freight and charge sepammly, the orightni freight purchased or acquired by the Punhasm pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment is various pane o(Fcedform ShipmentDistinct.thee.Wiseremanufacturers have dhltion, Ifrhe Ps,cast direile Fie Seller to he agreed on defemobility and excess; Invoice expected Rom the ,daredridicdistribution paint to dativatimt aid excess freight will be deducted from Invoice what or ardsbyadte ellerrectnonconfoimingor compy, me Purchaser Purchamr and Fie Seller, ead the Sellery indicates es its lame. or ingress to comply, Fie Purchases shipments shipmens are node fora getter distjuce. do,. ilabic may sum the work m ch by the mast expeditious means available m it, and ere Seller stall pay all orfomtcd cosy auociater wise such work. Permits. Seller shall ptocure sellers sale rest all neeeavry permits, cntifi and licenses requd all w ordinances and ales on, or political Subdivision where rd stale, municipality, Inky applicable laws, rtgex, The Seller shall release the and its con[ocrors of any tiff from all liability and claims of my mturc tythe ha inn the work is performer, or required by any other duly Frity g ainsdillion over Fan work Or d Coled public a wfaucr resulting from the performance ofsuch work. less and agrees 1. herd the City of Fort Collins harmless from and against all liability and Ions Of vendor. Seller Fort them by reason of an asserted or esoblisheJ violation of any such laws, regulations, ordinances, vitas Loomed by reason s This release shall apply even in the event of fault of negligence Of party released and shall extend m the re and requirements. directors, otlicers jud employees of such party. Authorization. All parties to this contact agree Fat the representatives are, in fact, bow fide and paxwsa full chat The Sclle/s canmcnul obligations, including warranty, shall or be deemed to he reduced, in my way, because complete authority m bind said Pardus. such work is perfomrcd or caused to be, pert erby due Purtisastt. I IMITATION OF TERMS This Purehau Order expressly limits rommoree to the mom and conditions oared herein set forth and any supplementary or additional leme4 and conditions mnexer hereto or, incamooned herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 1. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to omve on your promised delivery date as noted. Time Is ofine essence. Delivery and promm unce must be effected within the time stated on the purchase order and the, documen6 attached hereto. No acts of the Purchmers including, without limitation, acceptance of partial late delivers, 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 mmeries, the option of placing this order elsewhcm card holding the Seller liable for damages. However, me Seller shall ter be liable fro damages is is dumb of delays due ta caucus not reasonably f able which ore beyond its reasonable control and without its fault of negligence, such arts ofcod, acts ofciva or military mdsmitin, govttnmmtal priorities, area, strikes. flood. epidemics, wars or riots provided that notice of the conditions rousing 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 dam of delivery shall be extended for the period equal to the time actually last by reason of the delay. 3. WARRANTY. The Seller warrants that all good, raiders, materials and work covered by this order will conform with applicable drawings, specifiatins, samples andsor other descriptions giver, will be fit for the purposes intender, and perfommer with the highea degree of core aid munderrate in accordance with accepted umldards for work of is similar Future. The Seger agree to hold the purchaser barmJess f any loss, damage or expense which the Purchaser may suffer or incur on rcmwt of the Sellers breach of waFmnry. The Seller shall replace, repair or make good, without cost to the parehaeq any defects or faults arising within one (1) yar Or within such longer pascal of time as may be prescribed by low or by the terms ofany applicable warranty provided by the Seller after the dale of acceptance of the good famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of good by the Ptochaer shall not onstimte a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers Liability hereunder shall extend in all damages proximately caused by the breach of any of the foregoing warranties or guammees, 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 Purchaser may make changes to legal firms by wnum change oFde, 5. CHANGES IN COMMERCIAL TERMS. The Purchases may make any changes an the 4ma, other than legal terra, including additions to or deletions from the quantities originally ordered in the specifications; or drawings, by verbal or written change order. If any such change affects the mmwm due or the time ofperfurmance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at my time by wrium change order, terminate this agreement as to my or all portions of the goods then not shipped, subject 10 my equitable adjustmmt between the podia as to any work or materials then in progress provided mat the pamhuer shall not be liable for my claims for anticipated progts on the uncompleted portion ofthe good andlor work, for incidmlal or consequential damages, not Fiat no such adjrs,mm, be made in favor ofine Seller wise respect, to any good which see the Sellers atmdard stock. No such Limitation shall relieve ,he Purchaser or For Seller of., of their obligations as to any gwds, delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustmm, must be asserted within thirty (30) days from out data the change or boommtion is ordered. S. COMPLIANCE WITH LAW. The Seller sanctions that ell good sold herewder shall have been produced, sold, delivered and famished in stria compliance with ell applicable laws and mntion m 1. which the goods are subject. The Seller Shall execute and deliver such documeas as maybe required to effect in evidence compliance- All laws and regulations required to be ncorpooted in ageemens of this character are hereby incoryomted herein by this reference. The Seller agrees to indemnify and hold the Purchaser hader less from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither tarty sbatl assign, transfer, or convey this order, Or any monies due or to become due herewder without the prior wrinm consent ofthe be, party. 10. TITLE. The Seller warrants full, clear and committed s0e,a the Purchaser for all equipment, materials, and it. famished in perf of this agreement free and clear of any just ell liars, restrictions, nsenauom, Security moiler l encumbrances and claims of amers. 14. PATENTS. Whenever Fie SO let is required to rom any design, device, material Or process covered by letter, patent trademark or copyright the Seller shall indemnify and save ham:less the Purcbaare from any and all claims for Infnn,drom, by mason of the use of such patented design, device, material or process in connection with the contract, and shall indemniy the Purchaser for any cost, expense Or damage which it may be obliged to pay by reason Of such infringement at my time during the prasecurion or alter the completion of me work. In cam said equipment, or any pan thereof or me intended use of the good, is in such suit held to consutue inGngement and the use Of said equipment or Fan is enjoined, the Seller shall, at its own expense and at its option, either procure fir the Purchaser the right to continue using said equipment or from, replace the some with substantially equal but noninfnnging equipment, or modify it so it becomes noninfringing. I S. INSOLVENCY. If the Seller shall became insolvent or badrmpt rake an assignment for the benefit of creditors, Liquid a peciver or trustee for my of the Sellers property or business, this order nay forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions clamors rued in the interpretation ofine agreement and the fights of all panics heeunder shall be mnsimed under and groaned by the, laws ofthe State afCaloa b , USA. The following Additional Conditions apply only in cases where the Seller is an, perform work heremder, including the services of Scll. Repremnarive(s), on the premise afothers. 17. SELLERS RESPONSIBILITY. The Seller shall arty on said work 91 Sellers own risk until the ante a Polly completer and accepted, and Shall, in u of any accident, destruction or injury to the work sworn materials before Sentses Final completion and acceptance, complete the work at Settees own expense and to the satisfaction of the Purchavei. When materials and equipment are burnished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at me site and become responsible therefor w, though such materials mllor equipment were being finisher by the Seiler under the order. IS. INSURANCE. The Seller a,,L at his own expense, provide for de, paymeat of workers derapideartim, including ocmpafioral disease scenarist, in its employees employed on or in connection with the work covered by this ptimhas, order, wdror an their dependents in accordance wise me lows of the sate in which me work is to be done The Seller shall also carry comprehensive gmcml liabiliry includin, but not limited W. conloch al jud automobile public lLab ilit, insurance with baldly injury and death limits Of at least $30gma for any one person, $200,000 for any one accident and procedy damage limit per accident of $400.000, The Seller shall likewise require his continuous, if any, to provide Far such compensation and insurance. Before any ofthe Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall famish the Pmchaer with a certificate that such compensation and insumme have been provided. Such pefiiliama shall specify the date when such compemalion and im airm, have been provided. Such certificates shall specify me dale when such compmsatian and insurance expire. The Seller agrees Fiat such compewalion and insuname shall be maintained until after the entire work u mmpleled start accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire respanambiliry and liabiliry For any and all damage, loss or injury of any kind r nature whatsoever to persons or property caused by or mauling from the execution ofthe work provided for in this purchase order or in connection herewith. The Sella will indemnify and hold harmless the Purchaser and any r all of me 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 property to which the Purchaser may be put or subject by reaon of any act, action, cellar, omission or defauh on me pan of the Seller, any of his contractors, or my of the Sellers or contractors officers, agents or employees. In cam my suit or other proceedings shall be brought Wheat the Purchases, or its oRctts, agents on employees at my time on account Or by eaon of any act action, neglect omission or default of the Seller of my of his cuntrecmrs in my of its Or Fact, officers, agents or employees as aforesaid, me Seller hereby agrees an assume the deft. thereof and to defend flue tome at the Sellers own expense, to pay any and all cools, charges, anomeys fees Lost other expenses, any and all judgments that may he incurred by or obtained against me Purchaser or my 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 prolcm, of the Purchase, 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 dischorgel by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all guard necessary for the prevention of accidents, comply with all Wws and regulations wit regard to safety including, but without limitation, the Occupational Safety vet Health Act of 1970 and all rules and regulations issued par mans tbemo. Revised 07R014