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HomeMy WebLinkAbout439605 KAPLAN KIRSCH & ROCKWELL LLP - PURCHASE ORDER - 9125627Fort Collins Date: 01112/2015 PURCHASE ORDER Vendor: 439605 KAPLAN KIRSCH 8r ROCKWELL LLP 1675 BROADWAY #2300 DENVER CO 80202 PO Number Page 9125627 1of2 This number must appear on all invoices, packing sli i and labels. Ship To: WATER TREATMENT PLANT #2 CITY OF FORT COLLINS 4316 W LAPORTE AVE FORT COLLINS CO 80521 Delivery Date: 01/09/2015 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2 NISP legal fees not to exceed $350/hr 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 69,046.00 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 I. COMMERCIALDETAILS. Tax exemphous. By statute the City of Fort Collins is exempt fmm state and local users. Our Exemption Number is 98-04502. Formal Excise Tax Exemption Certificate of Registry 84b000587 ex registered with the Collector of Internal Revenue, Denver, Colomsta (Ref. Colorado Revised Swims 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due m failure to men specificmions, either when shipped or due to defers of damage in transit, may be refmed to you for credit and are not to be replaced except upon receipt of written instructions form the City effect Curios, Important. GOODS are subject as the City of Fort Collins inspection on arrival. Fire] Acceptance. Receipt of the merchandise, services or equipment in maintain to this order can result in auhanced payment on the pan of the City of Fan Collins. However, it a to be understood wr FINAL ACCEPTANCE is dependent upon compleim of all applicable required impertim pr wedura. Freight Teens. Shipments most be F.O.B., City of Fort Collin, IN Wool St., Fort Collins, CO BOSR, unless otherwise specified on this aide,, If permission is given 1. prepay freight and charge separately, the original freight bill most accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing Points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from I cosem when shipments are made from greater distance. Parrim. Seller shall procure at sellers sale cost all necessary p omits, cenlfte and license, required by all applicable laws, regulations, ordinance and roles of the state, manici Wlity. territory or political subdivision where the work is performed, or required by any other duty comtimted public authority having jurisdiction over the work of vendor. Seller lumber agrees to hold the City of Fort Collins hmmlas from and against it liability real lass burred by them by reawn of an asserted or embl¢hed violation of any such laws, regulatiofs ofdicance, rates and requirements. Authorization. All ponies to this contract agree that the representatives art, in fact, bona fide and possess full and complete authority to bind said panic. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tams and conditions sand herein set forth and any supplementary or additional terms and candltiom annexed hereto or incorporated herein by reference. Any additional or different gems and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you arms make complete shipment o arrive on your promised delivery date in noted. Time is of the csscme. Delivery nor performance most M effected within the time stated on the parchow, order and his dommens muched hereto. No over of the Perchwas including, without limiutimm, acceptance of pmial late deliveries, shall operate is a waiver of this Friends. In the event of any delay, the Purchase shall have, in addition to other legal and equitable remedies, the option ofplarmg this order elsewhere and holding the Seller liable for damage. However, the Seller shall not be liable for damage as a result of delays due to causes not reasonably foreseeable which art beyond its reasonable control and without its fault of negligence, such acts of God, sets of civil or military =fodtla, governmental priorities, 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 fast 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 warrants float all goods, articles, materials and work covered by his order will conform with applicable drawings, specifications, samples tanker other descriptions given, will be fiat For the purposes mankind, and performed win, the highest degree of care and compemnce N mcmdamm with sampled sandard far work of it similar more. The Seller agree to hold the purchaser harmless fmm any loss, damage or expense which the Purchaser may suffer or barman =count of the Sellers breach ofOmearty. The Sella shot replace, repair or make good, without cost to the pumhaset my defects or faults arising within one (1) year or within such longer period of rime as may be prescribed by law Or by the inns of any applicable warranty provided by the Seller oiler the dam of acceptance of the good famished hereunder (acceptance not a be unreasonably delayed), resulting from imperfect or defective work done or fmmrials famished by the Seller. Acceptance .r use of goods by the Purchaser shall not creditors a waiver of my claim under this warranty. Except m otherwise provided in this Intrinsic order, the Sellers liability hereunder shall extend to all damages proximately roused by the breach of my of the foregoing warranties or gmmntems, but such liability shall in no ,at include loss refpmNs at loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The pureheer may make change so legal temp by ambient change enter 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, offer than legal more, including additions to or ddetirns from the quantities originally ordered in the specifications or drawings, by verbal or written change order. 11any inch coinge affects the amount due or the time ofperfomrance hereunder, an equitable w1jua ment shall M made. 6. TERMINATIONS. The Purchaser may at my time by written change codes, tetmirete this agreement as to my or all portions of the Rands then not shipped, subjen 1. any equitable adjustment bnwem the Wnies as to any walk ar mmmriall then in progress persisted that the Purchaser shall not be liable for any claims for mticipamd profits on the uncompleted portion of the good raiders work. for incidental or consequential damages, and that no such adimuxnr M mane in favor of the Seller with aspect to any goods which are the Sellers Midland stock. No such termiretion shall relieve the Purchaser or foe Seller ofnay offe'n obligations as w any goods delivered harandcr. T. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be ssse red within thin, (30) days fmm the date the change or lamination is ordered. 8. COMPLIANCE WITH LAW. The Sella warrants that all goods sold hereunder shall have been produced, sold, delivered and fumished in strict compliance with of applicable laws and regulations, to which the goods arc subject The Seller shall execute and deliver such dommmu in may be required to effect or evidence compliance. All laws and regulation emuired to M incorporated al ii,manenu of this character aft hereby incorporated here. by this ref ce. The Sella agrees an indemnify and held foe Purchaser harmlar from of cons and damage suffrred by the Purcha,a in a result of the Seller failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey his ordes, or my monies due or W become due heremsta without the ,fire written consent offa other party. 10. TITLE. The Seller warrants bill, clam and unresMered title w the p ovener for all equipment, materials, and items burnished in performer« of this agreement free and clear of any and all liar, refetiofs reservations, security interest encumbrance and claims of arises. I L NON WAIVER. Failure of the Purchaser to insist upon shier performance of he It. and conditions betcaf, failure or delay to exercise My rights or ranches provided herein in by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval or the design, shall not Neose rise Seller of any of the warranties or obligations of this purchase order and shall art be deemed a n'aiver of any right of rate purchaser to insist upon strict performance hereof or any of its rights or remedies as to my such goads, regardless of when shipped, received or accepted, is to any prior or subsequent default hereunder, nor shall any purported oral modification or radiation of this purchase order by the Purchases opera. m a waiver of any of he temp Motor. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller most fc Purehmer recognize that or actual economice practice, ovcharga resulting from antitrust violations are in fact home by the, Purchaser. Theretoforefogood cause and as considermion fro executing this purchase order, the Seller hereby assigns to foe prochaur any and all claims it may now have at hereafter acquired under federal or score anritd ct laws for such overcharge relating to the particular goods or services purchased or acquired by the Purchen purnmmr to this push us order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. tribe Purchase direas the Sella to cofrect... economic, or defective goods by a dale 10 tv agreed an by the Pumhava and the Seller and the Seller thereafter indicates its inability or unwillingness to comply, the Purchma may cause the work to be performed by the most expeditions means available to it. and the Seller shall pay all oats mwclated win, men work. The Seller shall or. he Purchaser and its contactors of any tier fmm all liability and claims of any remre resulting fmm the performance of such work. This release shall apply even in the event of fait, of negligence of the party released end shall extend to foe directors, oficers and employees of such party. The Settees contactual 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. Whenever tbe Seller is required to ose any design, device, material or process covered by letter, patent, trademark r copyright the Seller shall indemnify and save lirmleav the Purchaser from any and all claims for infringement by reason of the use of such patented deign, device, material or process in connection with the contract, and shall indemnify the Purchaser for my and, expense or damage which it maybe obliged to pay by reason ofsuch infringement at my time during rise prosecution in after the completion of foe work. In case said equipment, or My pan fermf or the intended use of the good, is in such suit held to mrsdmte inffingement and the use of said equipment or Pan is mjoined, the Seller stall, at its own expense and in its option, either procure for the Purchaser rise fight to continue using said equipment or pan , replace the same with substantially equal bait noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become miniver Or bankmpt make as assignment for the benefit of creditors, appoint n receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of of panic hertmaler shall be conswed andes and governed by the laws of the Sure of Colorado, USA. The following Additional Conditions apply Only in cases where rate Seller ex to perform work hereunder, including the smite of Sellers R pmxm tmoM, an the car. ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall cony on said work at Settees awn risk until the some is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work anchor most before Sellers final completion and acceptance, complete the work at Settees own expense end 10 the satisfaction of the Pmcheer. When mamiam and equipment are f fished by others for installation a erection by the Seller, din Seller shall receive, unload, same and Imagesame at the site aM become resposesibte therefor as though such materials and/or equipment were being fumisM1el by the Seller under de order. 18. INSURANCE. The Seller stall, at his own expense, provide for the payment of workers compensation, including occuparional disease benefits. to its employees employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordmce with the laws of the state in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, commercial and automobile public liability insurance with bodily injury and death limits of at last S30 ,000 for any one person, E500,000 for my one accident and property damage limit pet accident of S400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and immornew Before any of tat. Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a c rlificate that such compensmion and insurance have been provided. Such cntifcare shall specify the date when such compensation and insurance have been provided. Such certificate shall specify the dose when such compensation wand (mermen expires. The Seller agrees that such compensation road insurance dsall be meardaibd until titer the entire work is completed red criminal 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the main responsibility, and liability for any and of damage, loss or injury army kind mam whmwarr, to persons or property ..it by or resulting from the execution of the work provided fro in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the purchaser officers, agents and employees from and against my and all claims, lasses, darraga, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchases may be pm or subject by reason of any act, action, neglect, omission or default on the pan .171M Sella. any of his contractors, or my of the Sellers or contactors officers, agents or employees. In cause any suit or other proceedings shall be brought against rate pureM1mer, or its officers, agents or employees at my time on =count car by reason of my act, action, neglect, omission or default of the Seller of any of his tratsanars or any of its or their officers, on. or employees as of essaid, the Seller hereby agsea to assume fe defame thcreuf and to defend foe same in the Sellers own expense, m pay my and all exam, charges, artomeys fees tied ofer, expenses. my and all judgmms that may be iacorred by or abtaimd api= the Purchaser or any of its m their officers, agents or employees in such suits or office proceedings, eM in case judgment or other lien be placed upon or Obtained against the portion of the Pmcba,n, or said panics in or as a mich of such suits or ofer proceedings, the Seller will at once cause fc same to be dissolved and discharged by giving bond or ofetwiss. The Seller and his contactors shall take all safety precocious, furnish and instill all guards ne wary 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 at I mles and regulations issued pursmm thereto. Revised 0712014