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HomeMy WebLinkAbout439605 KAPLAN KIRSCH & ROCKWELL LP - PURCHASE ORDER - 3215229PO PURCHASE ORDER 321522er Page City of PURCHASE 327 5229 1 of 2 ' `F6rt ( oltinC This number must packing V ` 1 '�7 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: 01/12/2015 Buyer: PAT JOHNSON 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 i 2015 Blanket order 1 LOT LS 40,000.00 Legal Services 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 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. COMMERCIAL DETAILS. Tax exemptions. By statme the City effort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Cenificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado Her Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). Coach Rejected. GOODS REJECTED due to failure to meet specifications, ndher when shipped or due by defects of damage in transit may be rnumM to you for credit and are not to be replaced except cram receipt of winery instructions from the City of Fort Collins. Inspection. GOODS are subject to the City effort Collins inspection on unreal. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in mahorimd payment on the pan of the City of Fort Collins. However, it is to be understand that FINAL ACCEPTANCE is dependent upon completion of all applicable rcyuired ins,rcum procedures. Freight Tents. Shipments most In F.O.B . City of Fort Collins. 700 Wood St, Fort Collins, CO 80522. unless wherwim specified on this order. Upercussion is givm he prepay freight and charge separately, the original freight bill most accompany invoice. Additional charges for packing will net be accepted. Shipment Distance.' Where manufacturers have distributing points in us parts of the country, shipment is expected from the nearest distribution point to destiatioq and excess freight will be deducted from Invoice when shipments are made from greater distance. Peanuts. Seller shall procure at sellers sale con all necessary return, ceNficarm and licenses required by all applicable laws, regulations, mcbrancas and rule of dr, awe, maucipdi y. tertiary or political subdivision where she work is performed, or required by any other duly constituted public scattering, having jurisdiction over me work of vendor. Seller fuller agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rulm and requirements Authorication. All parties to this contract agree that the representatives we, in fact bona fide and Possess full and complete nuro n, to bind said parties. LIMITATION OF TERMS, This Poorhouse Order expressly limits uceptence to due terms and conditions nomad heron set boll and any swplemenury an mutational terms and conditions aaexed brown or incorporated retain by reference. Any additional or different terms and conditions proposed by seller we objected to and hereby rejected. 2. DELPVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the matter. Delivery and performance must be el8etetl within the time stated on the purchase order and the documents arched herew. No was of the Purchasers including, without limitmon, acceptance of paroal late deliveries, shall operate a; a waiver of this provision. In the event of try delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and hilding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable con cal and without its fault ofnedigohce. such acts of God, acts of civil or military authorities, governmental wa iw, fires, strikes flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within rive (5) days of the time when the Seller first received knowledge thereof In the event of any such delay, the data of delivery, shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrant that ill goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, sample, nNor other descriptions given, wi11 be fit for the puryosea intended, and performed with the highest degree of care and compelence in accordance with accepted amdard for work of a similar nature. The Seller agrees to hold the purchaser harmless from my loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wartmry. The Seller shall rapine, repair or make good, vdthout cost to the purchaser, any defects or faults arising within one (p year or within such longer period of time as may be prescribed by law or by the terms of my applicable warranty provided by the Sel let after the data of acceptance of the goods Pomished hereunder (acceptance not to be unreannably 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 clam under this wartmry. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately causal by the breach of any of the foregoing watanua or guarantees, but such liability shall in no went 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 charges to legal terms by writer change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make my changes to the terms, other Am legal rime. inclhding additions A or deletion.; from the quantities originally ordered in the apecifcadons or drawings, by verbil or wrong change order. If my such change aRms the =car due or the time of performance hereunder, an equitable adjustment shall be con, 6. TERMINATIONS. The Purchaser may at my time by write change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to my equitable adjustment be. the parties as n my work or materials dwo in progress provided that the Purchaser shall not b, liable for my clams for anticipated profit on the uncompleted portion of the goods .Nor .,I, for mcidemal or coaegmntial damages, and dual me such adjatmena be made in favor of the Seller with respm a any goods which are the Sellers standard sock. No such uncommon shall ashave the Purchaser or the Seller of my of their obligarons as to my goad delivered] hereunder. Y. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days fmm the dare the change or Termination is ordered. 8. COMPLIANCE WITH LAW, The Seller warrants than all goods win hereunder shall have been produced, said, delivered and furnished in sill conglimce with all applicable laws and regulations to which the gaads are subject The Seller shall exechrne and deliver such documents as may be warlord to affect or evidence compliance. All laws and regulations rrycred to be arraigned in agreements of this chwarter are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all rests and damages suffered by die Purchaser az a result of the Sellers radio, to comply with such law. 9. ASSIGNMENT, Neither pare all assign merrier, or convey this order, or any monies due or in became due hereunder without the prior wrinm consent of the other party. to. TITLE. The Seller warrants full, clear and onresmaed title in the Purchaser far ill equipment materials, and items furnished in perfora nce of this agreement free and cl ar of any and all liens, restrictions, reservations, security interest encumbrances and calms of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict Performance of the arms and conditions hereof, failure or delay to 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 Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any night of the purchaser to insist span strict performance hereof or any of its right or emedes as to any such good, regardless of when shipped, received or accepted, as to ashy poor or subsequent default hereunder, nor shall any pmported oral modification or rescission of this purchase order by the Purchaser opemre as, a weaver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recraim that in actual a nuc practice, overcharges resulting from antitrust violations are in fact home by the Fireman. Theretofore, for good came and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and ill calms it may now have or hereafter acquired ruder federal or slue mtitom laws for such overcharges relaring an the particular goods or services purchased or acquired by the Purchaser mount to this purchase order. 13 PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller so correct nonconforming or defective goods by a date n be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness en comply, the Purchaser may cause the work to be Performed by she most expeditious means available to it and the Seller shall pay Al costs associated with inch work. The Seller dell release the Purchaser and its contractors of any tier from all liability and claims of any nowre resulting From the peAbrmence 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 parry. The Sellds contractual obligations, including yeananry, shall not be deemed as be reduced, in any way, because such work is performed car caused to be performed by the Purchaser. 14, PATENTS. Whenever the Seller is required to use any deign, device, moarenc or process covered by lets, patent trademark or wpydght the Seller shall indemnify and save h wares, the Purchaser from my and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment or my pan thereof or the intended use of she 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 expanse and at its option, either procure for the Purchaser the eight to continue using said equipment or parts. replace the same with substntially equal but ro ninfringing equipment or wormy it so it becomes mninfiin,ing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver or trustee for my of the Sellers propery or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definnow, of terms u or the warruxttion of the Weemat and the eight of all paces hereunder shill be coneuued under and governed by the lavers of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Represenmaival on the premisesof others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said were at Sellers own nsk alit she same is fully completed and accepted and shill, in e of try accident, destruction or injury to the work and/or materials before Seller's fiaal completion and aceeptance, wmplae the work at Seller, own aro ass and to the saisfanion of the Practice, When materials and equipment are furnished by others for iamllatiew or wecuan by the Seller, the Seller shall receive, wdirmi Age and handle same at the site and become responsible therefor as though such rterias andror equipment were being famished by the Seller under the order. I8, INSURANCE_ The Seller shell, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to it employees employed on or in correction with the work covered by this purchase order, .&or a their, dependents in accordance with the laws of the state in each the work is to be are The Seller shall ilea tarty comprehensive general liability including, but not limited te. conmmuc and aurounbile public liability Laurance with bodily injury and death limits of an lean s300,000 for any one person. $500,000 for any one accident ad property damage limit per trident of S1OLM The Seller shall likewise onume his conarricams, if any, to provide for such compensation and insurance. Before my of the Sellers or his wnaramors employees shall do any walk upon the premises of others, the Seller shall famish die Purchaser with a certificate that such compensation and insurance have been provided. Such certifcatw shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the dare when such compensator and inweres expires. The Seller agrees Into such compensation and insurance shill be mantaned midi after she entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the more responsibility and liability for my and all damage, loss or injury of my kind or nature whatoever to persons or property caused by or reacting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or of of the Purchasers officers, agents and employees fmm and against my and all claims, losses, damages, charges or expense, whether direct or indirect and whether To persons or property to which the Purchaser may be put or subject by reason of my art action, neglect, omission or default on the pan of Oe Seiler, my of his contractors, or my of the Sellers or extension; officers, agents or employees. In can my suit or other preacceml shall be brought against the Purchaser, or its officers, agents or employee a any time an account or by realm of my act, action, neglm, omission or default of the Seller of any of his contractors or my of its or dial, officers, agent or employees as aforesaid, the Seller hereby agues 0 assume the defense thereof and to defend the same at the Sellers own expense, n pay my and ill coses, changes, attorneys fees and other expeream, my and all judgments that may be incurred by or obtained against the Purchaser or try of its or their officers, agents or employees in such suit or other proceedings, and in care judgment or or lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result of such suits or other proceedings, the Seller will at once rouse the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all guard nmmerm, for the prevenmon of accidents, comply with all lawn and regulations widt regard be safely including, bur withmn limitation, the Occupational Safety and Health Amer L970 and ell roles andregulamns,suedpum nt Away Revised O7I2014