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HomeMy WebLinkAbout119376 PERKIN ELMER - PURCHASE ORDER - 7702270Date: 04/03/07 k� City of Fort Collins Page Number: 1 Purchase Order Number: 7702270 City of Fort Collins venvery uate: u41u.xut Buyer: DICK,OPAL Purchase order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Wrote Line Qty/Units Description Extended Price 1 Maintenance Renewal per Quote 16,032.00 40286334 5/1/2007-4/30/2008 Total $16,032.00 miry or rort tqninuirector of Purchasing and Risk Management This order is rlQIhalid over $2000 unless signed by James B. O'Neill il, CPPO, FNIGP City of Fort Collins Accounting Department City of Fort Collins Purchasing, PO Box 580, Fort Collins, CO 80522-0580 PO Box 580 Fort Collins, CO 80522-0580 1> PerklnElmer- �r.y - • cau Es: The support charges are based on, without limitation, the following elements: type of support to be provided, number of systems, system configuration, use time, type of coverage, payment terms, and location. PerldnEhner reserves the right to make changes to the charges annually on the anniversary date of this Agreement or upon any change in the elements. • EOUIPMENT RELOCATION: Equipment moved to alternate Customer sites shall continue to be serviced under this Agreement; however, the monthly support charge may be affected, subject to the new location's travel zone. Deinstallation or reinstallation services or damages incurred during a move or dinstallation or reinstallation are not covered by this Agreement. Before any equipment covered under this Agreement is moved, PerkinElmer must be contacted. • EXCLUSIONS: This Agreement does not include software or firmware upgrades except where specifically included in a particular service plan, or any support services arising from: (1) Year 2000 non-compliance, for that equipment identified as being non- compliant; (2) abuse, misuse, modification, or mishandling of equipment; or (3) damage due to causes beyond PerkinElmer's reasonable control, including, without limitation, acts of God, flooding, power surges or failure, defective electrical work, environmental influences, modification, relocation, dinstallation or reinstallation by other than PerkinElmer authorized personnel, unsupported computers or software, operator error, corrosive Customer samples, non -contracted applications support, transportation, equipment or attachments supplied by other vendors, reagents, or failure of interruption in communication lines. Valves, syringes, tubing and tips for liquid handling equipment are also excluded unless otherwise stated on the face hereof. • CONSUMABLE PARTS AND SUPPLIES: Customer is responsible for providing consumable parts, operating supplies and other items which by their nature or intended use have a prescribed life, except where specifically included in a particular support plan. Customer should consult the applicable support plan description and user's manual for more information. • Acc= To EOUIPMBNT: Customer agrees to allow authorized service representatives of PerkinElmer to inspect the equipment periodically, and further agrees to provide full access to the equipment for performing support services as required. • INSTALLATIONAND SITE PREPARATTON: Customer agrees to maintain its premises in a safe condition and to comply with all applicable laws, statutes and regulations governing workplace health and safety. PerkinElmer personnel are covered by workers' compensation insurance and are not authorized to enter into any indemnity or hold harmless agreements on behalf of PerkinElmer. PerkinElmer will not, in any event, indemnify, defend or hold Customer harmless from and against any liability that Customer may incur. • PAYMENT: Payment is due upon receipt of invoice. Unless otherwise indicated on the face hereof, Customer agrees to remit payment in full to the address provided on the face of PerkinElmer's invoice. Account balances not paid in accordance with this Agreement are subject to the lesser of fifteen percent (151/6) per annum or the maximum prevailing legal interest rate calculated from date of delinquency. In the event PerkinElmer finds it necessary to refer this matter to an attorney or an agent for collection of delinquent accounts, Customer shall pay all costs of collection including, without limitation, reasonable attorneys' fees • TERM: TERMINATTON: This Agreement period and the period during which the quotation is valid shall be as indicated on the face hereof. In the event that Customer has any past due invoices on any account with PcrkinElmer, Customer becomes bankrupt or insolvent, or Customer has any proceedings pending against it under any statute for the relief of debtors, PerkinElmer may do any one or all of the following upon written notice to Customer: immediately suspend support; immediately demand payment for the balance of this Agreement, or immediately terminate this Agreement Support plans may be terminated upon thirty (30) days prior written notice by either party. In the event PerkinElmer has supplied services or material under this Agreement prior to the effective date of termination, PerkinElmer shall be entitled to payment for such services or materials. PerkinElmer reserves the right to invoice Customer for, or set off against any amount due Customer, charges for said services and materials. For any payments made by Customer for service coverage beyond the effective date of termination, PerkinElmer shall refund Customer, subject to a 15% cancellation fee on such overage. • OTHER TERMS AND CONDITTONS: PerkinElmer reserves the right to inspect any equipment prior to entering into a support agreement or upon lapse of a PerkinElmer support agreement and may require that the equipment be restored to manufacturer's specifications, at Customer's expense, before including it in a support agreement. PerkinElmer reserves all rights, expressed or implied, not stated herein. IN NO EVENT SHALL PERKINELMER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT. PERKINELMER'S LIABILITY IN ANY EVENT SHALL NOT EXCEED, AND CUSTOMER'S EXCLUSIVE REMEDY IN ANY EVENT SHALL BE LIMITED TO, THE AMOUNT PAID BY CUSTOMER UNDER THE TERMS OF THIS AGREEMENT. • ASSIGNMENT: APPLIGIBLE LA rY: All quotations and this Agreement are non -transferable by Customer. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its provisions concerning choice of law. • ACCEPTANCE AND CONTROLLING TERMS OFAGREEMENT' Customer's order is quoted on the basis of the terms and conditions stated herein and all orders are subject to acceptance by PerkinElmer. To the extent that these terms and conditions are contradicted by Customer's purchase order terms and conditions, these terms and conditions shall control. • C0A(V1RCIALLYRf&WN =EFw7s: PerkinElmer personnel will use commercially reasonable efforts when performing all support services. In the event that PerkinElmer is unable to perform support services for any reason, PerkinElmer reserves the right to terminate this Agreement, subject to and in accordance with the Termination section above. • SEEATTACHMENTSFOR TERMSANDCONDITIONSOFSPECIFffCSUPPORTPLANS Service 030502.doe Number Date 01/2��� Perk i n E 1 m e e our Prior Agreement Quote Expiration pate precisely. 35203827 04/15/2007 Pan�'enrEdj� pork s• Inc. nue Customer Contact Your Prior PO Number SMELTOIr CT 0648 794 6601978 USA TEL (800) 7624000 FAX (203) 9N4983 Telephone Number Fax Number 970 221 6939 970 221 6970 QUOTATION - SEE PLAN TYPES BELOW Site Address: GRAHAM, JASON CITY OF FORT COLLINS POLLUTION CONTROL LAB 3036 E DRAKE RD FORT COLLINS CO 80525 USA Invoicing Address (if different) CITY OF FORT COLLINS P O BOX 580 FORT COLLINS CO 80522-0580 USA Number Payment Terms Coverage Period Billing Plan page Number Due Upon Receipt 05/01/2007 to 04/30/2008 Yearly 4 of 4 -_-] Additional Notes: 1. This quotation is subject to the terms and conditions attached and is valid until the expiration date shown above. 2. Customer is responsible for applicable taxes, including sale, use and/or excise tax unless otherwise noted above. 3. If Preventative Maintenance is covered under your agreement, please indicate any special date requirements below. If any information presented on the document is incorrect s.g Billing address, serial numbers, please indicate the required changes below: PLEASE SKIN THIS MAINTENANCE AGREEMENT QUOTATION AND RETURN ORIGINAL COPY ALONG WITH YOUR PURCHASE ORDER TO: By Mail: PerkinElmer Life and Analytical Sciences 710 Bridgeport Avenue Mail Stop 75 Shelton, CT 06484-4794 By Fax: 203 944 4983 OR By E-mail: Gahmali.Blakeney*PerkinEkner.Com YOUR SIGNATURE BELOW CONFIRMS THAT YOU HAVE READ AND UNDERSTAND THE ABOVE STATEMENTS AND THAT THE INFORMATION INCLUDED THEREIN IS CORRECT TO THE BEST OF YOUR KNOWLEDGE. IN ORDER TO AVOID A LAPSE IN SERVICE COVERAGE, PLEASE FORWARD A PURCHASE ORDER PRIOR TO THE EFFECTIVE START DATE OF THE CONTRACT. Date Print Name and Title Pwchase Date PsAdnElmer Representative ')IN, PerkinElmer' QilkEs: The support charges are based on, without limitation, the following elements: type of support to be provided, number of systems, system configuration, use time, type of coverage, payment terms, and location. PerkinElmer reserves the right to make changes to the charges annually on the anniversary date of this Agreement or upon any change in the elements. • EouiFMexT RELocATION: Equipment moved to alternate Customer sites shall continue to be serviced under this Agreement; however, the monthly support charge may be affected, subject to the new location's travel zone. Deinstallation or reinstallation services or damages incurred during a move or deinstallation or reinstallation are not covered by this Agreement. Before any equipment covered under this Agreement is moved, PerkinElmer must be contacted. • ExCLUS/ONS: This Agreement does not include software or firmware upgrades except where specifically included in a particular service plan, or any support services arising from: (1) Year 2000 non-compliance, for that equipment identified as being non- compliant; (2) abuse, misuse, modification, or mishandling of equipment; or (3) damage due to causes beyond PerkinElmer's reasonable control, including, without limitation, acts of God, flooding, power surges or failure, defective electrical work, environmental influences, modification, relocation, dinstallation or reinstallation by other than PerkinElmer authorized personnel, unsupported computers or software, operator error, corrosive Customer samples, non -contracted applications support, transportation, equipment or attachments supplied by other vendors, reagents, or failure of interruption in communication lines. Valves, syringes, tubing and tips for liquid handling equipment are also excluded unless otherwise stated on the face hereof. • CoNsummuE PARTS AND SuPPwEs: Customer is responsible for providing consumable parts, operating supplies and other items which by their nature or intended use have a prescribed life, except where specifically included in a particular support plan. Customer should consult the applicable support plan description and user's manual for more information. • AccEss To EOU/PM£NT: Customer agrees to allow authorized service representatives of PerkinElmer to inspect the equipment periodically, and further agrees to provide full access to the equipment for performing support services as required. • INSTALLAnONAND SITE PREPARATION: Customer agrees to maintain its premises in a safe condition and to comply with all applicable laws, statutes and regulations governing workplace health and safety. PerkinElmer personnel are covered by workers' compensation insurance and are not authorized to enter into any indemnity or hold harmless agreements on behalf of PerkinElmer. PerkinElmer will not, in any event, indemnify, defend or hold Customer harmless from and against any liability that Customer may incur. • PAYMENT: Payment is due upon receipt of invoice. Unless otherwise indicated on the face hereof, Customer agrees to remit payment in full to the address provided on the face of PerkinElmer's invoice. Account balances not paid in accordance with this Agreement are subject to the lesser of fifteen percent (15%) per annum or the maximum prevailing legal interest rate calculated from date of delinquency. In the event PerkinElmer finds it necessary to refer this matter to an attorney or an agent for collection of delinquent accounts, Customer shall pay all costs of collection including, without limitation, reasonable attorneys' fees • TERM: TERMINATION: This Agreement period and the period during which the quotation is valid shall be as indicated on the face hereof. In the event that Customer has any past due invoices on any account with PerkinElmer, Customer becomes bankrupt or insolvent, or Customer has any proceedings pending against it under any statute for the relief of debtors, PerkinElmer may do any one or all of the following upon written notice to Customer: immediately suspend support; immediately demand payment for the balance of this Agreement, or immediately terminate this Agreement. Support plans may be terminated upon thirty (30) days prior written notice by either party. In the event PerkinElmer has supplied services or material under this Agreement prior to the effective date of termination, PerkinElmer shall be entitled to payment for such services or materials. PerkinElmer reserves the right to invoice Customer for, or set off against any amount due Customer, charges for said services and materials. For any payments made by Customer for service coverage beyond the effective date of termination, PcAinElmer shall refund Customer, subject to a 15% cancellation fee on such overage. • OTUER T£RMSAND CONDTlYONS: PerkinElmer reserves the right to inspect any equipment prior to entering into a support agreement or upon lapse of a PerkinElmer support agreement and may require that the equipment be restored to manufacturer's specifications, at Customer's expense, before including it in a support agreement. PerkinElmer reserves all rights, expressed or implied, not stated herein. IN NO EVENT SHALL PERKINELMER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT. PERKINELMER'S LIABILITY IN ANY EVENT SHALL NOT EXCEED, AND CUSTOMER'S EXCLUSIVE REMEDY IN ANY EVENT SHALL BE LIMITED TO, THE AMOUNT PAID BY CUSTOMER UNDER THE TERMS OF THIS AGREEMENT. • AsarcNMENT: APPucARLE LA w: All quotations and this Agreement are non -transferable by Customer. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its provisions concerning choice of law. • Ary'>:mAce AND CONTROLLING TERMS oFAcREEMENT: Customer's order is quoted on the basis of the terms and conditions stated herein and all orders are subject to acceptance by PerkinElmer. To the extent that these terms and conditions are contradicted by Customer's purchase order terms and conditions, these terms and conditions shall control. • CANKERCLAAYRFM/!NAM EFFOrtTS: PerkinElmer personnel will use commercially reasonable efforts when performing all support services. In the event that PerkinElmer is unable to perform support services for any reason, PerkinElmer reserves the right to terminate this Agreement, subject to and in accordance with the Termination section above. SEAF,41TACgNKMFOR T£RMSANDCONDITIONSOFSP£CIFIC5UPPORTPLANS Service 030502.doc Purchase Order Terms and Conditions I. COMMERCIAL DETAILS. Invoice Address. To ensure prompt Payment mail invoices in duplicate lo. City of Fart Collins Accounting Division P.O. Box 580 Fort Collins, CO 80522 Tax exemptions. By statute the City of Fort Collins is exempt from stale and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the ('allectm of Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973, Cltapler 19-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be returned to you for credit and ae not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS me subject to the City of Fort Collins inspection an arrival. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order am result in authorized payment on the part of the City of Fan Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terms, Shipments must be F.O.B., City of Fart Collins, 700 Wood St, Fort Collins, CO 80522. unless otherwise specified on this order. If permission is given to prepay freight and chat ge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the counay, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted front Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless finny and against ell liability and loss incurred by them by reason of an asserted or established violation of any such haws. regulations, ordinances. «des and requirements. Authorization. All parties to this card act agree that the representatives are, in halt, bona tide and possess lull aid complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions slaed herein set forth and any supplememmy or additional banns and conditions annexed hereto ar incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive oil your promised delivery date as noted. Time is of the essence. Delivery and perfunnance must be effected within the tine stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, 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 remedies, the option of placing this order elsewfiere and holding the Seller liable for damage. 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 control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, tires, sit dies, Flood, 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 to extended for the period equal to the time actually lost by reason of the delay. 3.WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or otherdescriptions given, will befit Inn the pur"es intended, and performed with the highest degree of care and competence in accordance with accepted standards far work of a similar nacre. The Seller agrees to hold the purchaser harmless from any loss, damage at expense which the Purchase' only suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or nuke good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms of any 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 tine Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase Oder, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wor'urnties or guarantees, 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 ordn. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal tells, including additions to or deletions Loan the quantities originally ordered in the specifications or drawings, by verbal or written change order. If day such change affects the amount due or the time of performance hereunder, an equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parries a s to any work in naerials 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 a consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days fi'om the date die change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods are subject. Tine Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchase' harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neithe' parry shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other pally. III. I 1 [ 1A . the Seller w'arranls till, clear and unmsnicted title to the Purchaser for all equipment, materials. and items furnished in pedonnance of this agreenaenl. free and clear of any and all liens, restrictions, reservations, security interest cneuntbrances and claims of others. I1. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terns and conditions hereof, failure a, delay to exercise any rights or remedies provided herein o, by law, failure to promptly notify the Seller in the event of a breach. the acceptance of of 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 waives' of any right of the purchaser uo insist upon strict perl'omnnce hereof at any of its rights or remedies as to any such good., regardless of when shipped, received or' accepted, as many prior or subsequent default hereunder, nor shall any purported oral andificatiou o, rescission of this purchusc order by the Purchaser operate as a waiver of any of the terms hereof I2. ASSIGNMENT OF AN7lTRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice overcharges resulting from antitrust violations are in fact borne by the Purchaser. Theretofore, for good cause and au consideration for' executing this purchase order, the Seller hereby assigns m the Pill clunsm any and all claims it may now have or hereafter acquired under federal or state antitrust laws for such overcharges relating to the particular goods. services pnchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs tine Seller to correct nonconforming at defective goods by a date to be agreed upon by the Pnclucan and the Seller, and it,, Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the must expeditious means available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser Land its contractors of any tier li'om all liability land claims of any nature resndl u , onto the pe,fornnance of such work - This release shall apply even in the event of fault of negligence of the play released and shall extend to the directors, officers and employees of such party. The Seller's contractual indications, including warranty, shall not be deemed to be reduced, in any way, because such work is petitioned or caused to Ix performed by the Purchaser_ 14. PA I FN'IS Whenever the Seller is requited m use any design, device, material o, process covered by letter, patent. trademark ur copyright. the Seller shall undennity and save haalICSS the Purchaser from any and all claims fur infringement by rains of the use of Such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser ha any cost, expense or damage which it may be obliged to pay by reason of such infiingement at any note during due prosecution or after the completion of the work. In case said equipment, or any par thereof or the intended use 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 Purchases' the right to continue using said equipment o, pans, replace the same with substantially equal but non -infringing equipnnent. or modify it so it becomes non -infringing. 15_INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment fibthe benefit of creditors, appoint a receiver ur trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. lo. GOVERNING LAW. The definitions of teens used or the intepretation of rite agreement and the rights ofall parties hereunder shall be construed under and governed by the Imes of the State of (' not do, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the sevices of Set lets Reptm entativels), on the in of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is tut ly completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive, unload, store mid handle sans it the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller aide, the order. IS. INSCIRAN('1: The Svlle, shall_ it his own expense. provide for the payment of workers compensationincluding occupational disease benefits, to its employees employed an m 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 to be done. The Seller shall also cagy comprehensive general liability including, but not limited to, contractual and automobile public liability insunmce with bodily injury and death limits of at least $300,000 for any one person. $500,000 for any one accident ,nut property dunnage limit tom raccident of $400,000. The Seller shall likewise require his cantracmrs, if any, to pto%ide fin such connpensraion and insurance- Before any of the Sellers or his contractors employees shall do any work upon the premises of others. the Seller shall furnish the Purchaser with u certificate that such compensation and invuancc hove been provided- Such certificates shall specify the date when such eampensatlon and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such cnn.pensmion and insurance shall be maintained until after the entire work is completed and ucceptcd 19 PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller' hereby assumes the entire responsibility and liability for any and all damage, loss m injury of any kind in 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 hamiless the Purchaser and any or all of des Pu chmers oBicers, agents and employees fi'ont and against any and all claims, losses, damages, charges in expenses, whether direct in indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents ea employees. In case any snit or other proceedings shall be brought against the Purchaso, or its officers, agents or employees at any time on xcoum or' by reason of any act, action, neglect, omission at default of the Seller of any of his connectors as any of its or their officers, agents or employees as aforesaid, 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, changes. attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser a, any of its at their officers, agents or employees in swh suits or Litho' proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, at said parties in or as a result of such suits or other proceedings, the Seller will at once cause the same to he dicard sed and dischal'ged by giving bad or otherwise. The Seller and his coma aoors shall take all safety precautions, final sh and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regmd to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised IIl9 PerkinElmero precisely. GRAHAM, JASON CITY OF FORT COLLINS POLLUTION CONTROL LAB 3036 E DRAKE RD FORT COLLINS CO 80525 USA PerkinElmer LAS, Inc. 710 Bridgeport Avenue SHELTON CT 06484-4794 USA TEL: (800) 762-4000 FAX: (203) 944-4983 www. perkinelmer. comlonesource 13 February 2007 Your service plan will expire soon! Act now to guarantee uninterrupted service coverage for your instrument We look forward to continuing to provide you the peace of mind that comes from knowing that expert service is just a phone call away. Please complete the CUSTOMER AUTHORIZATION portion of the enclosed renewal quote, indicate your preferred method of payment, and return to PerkinElmer to ensure uninterrupted coverage for your instrumentation. More About Your Service Plan Your Basic Service Plan protects you from unanticipated and potentially costly instrumentation failure and includes: One Preventive Maintenance visit per year, and On -Demand access to genuine PerkinElmer parts, factory -certified and trained service engineers, and their travel to your site. Your Basic Service Plan also includes a 50/6 discount on our classroom and on -site training programs', as well as proactive software updates2. PerkinElmer — There when you need us. With more than 1000 trained experts operating in 120 countries, PerkinElmer is the industry's premier service provider. In fact, PerkinElmer was awarded the prestigious Frost & Sullivan 2003 Customer Value Enhancement Award for Drug Discovery, due largely to our proven track record in Service Delivery and Customer Satisfaction. We offer several service options, including proactive service plans that include additional Preventive Maintenance and priority response. Please do not hesitate to contact me directly to discuss the attached quotation and the many options PerldnElmer can provide. Sincerely, Malette Blakeney Phone : 203 402 1741 Fax: 203 944 4983 t Excludes certain LIMS and LabWorks products. 2 Includes program patches and updates. Version upgrades may be additional. No Text 1 )010- PerkinElmer° precisely. PerkinElmer LAS, Inc 710 Avenue SHELT Ci 084e4.4794 USA TEL: (800) 762-4000 FAX (203) 944-4903 Number tion Data 4M86334on 0�33//2007 Your Prior Agreement Quots Expiration Date 35203827 04/15/2007 Customer Contact Your Prior PO Number 6601978 Telephone Number Fax Number 970 221 6939 970 221 6970 QUOTATION - SEE PLAN TYPES BELOW Site Address: Invoicing Address (it different) CITY OF FORT COLLINS GRAHAM, JASON P 0 BOX 580 CITY OF FORT COLLINS FORT COLLINS CO 80522-0580 POLLUTION CONTROL LAB USA 3036 E DRAKE RD FORT COLLINS CO 80525 USA Number Payment Terms Due Upon Receipt Coverage Period Billing Plan 05/01/2007 to 04/30/2008 Yearly Page Number 1 of Line Quantity Model Description List Price Net Price 10 1 OPTIMA3200XL ICP INSTRUMENT • 12,444.00 12,444.00 05/01/2007 to 04/30/2008 Serial Number (069N8031803) Basic Coverage 1 PM visit; Parts, Travel, Labor, Phone Support & 5% Training Disc. 20 1 ICPSOFTWARE ICP SOFTWARE 588.00 588.00 05/01/2007 to 04/30/2008 Serial Number (0691148031803) Repair Coverage Plan (Parts, Labor, & Travel) 30 1 AS90 FLAME AUTOSAMPLER • 1,776.00 1,776.00 05101/2007 to 04/30/2008 Serial Number (10036) Basic Coverage 1 PM visit; Parts, Travel, Labor, Phone Support & 5% Training Disc. 40 1 PERISTALTICPUMP PUMP ASSEMBLY 396.00 396.00 05/01/2007 to 04/30/2008 Serial Number (8030915) Basic Coverage 1 PM visit; Parts, Travel, Labor, Phone Support & 5% Training Disc. 50 1 NESLABCHILLER COOLING SYSTEM 828.00 848.00 05/01/2007 to 04/30/2008 Serial Number (069N8031803) Basic Coverage 1 PM visit; Parts, Travel, Labor, Phone Support & 5% Training Disc. ***THIS IS A MAINTENANCE AGREEMENT RENEWAL QUOTATION.••• 1> PerkinElmer • CIIA M.. The support charges are based on, without limitation, the following elements: type of support to be provided, number o1 systems, system configuration, use time, type of coverage, payment terms, and location. PerkinElmer reserves the right to make changes to the charges annually on the anniversary date of this Agreement or upon any change in the elements. • EQUIPMENT RE40C4TION: Equipment moved to alternate Customer sites shall continue to be serviced under this Agreement; however, the monthly support charge may be affected, subject to the new location's travel zone. Deinstallation or reinstallation services or damages incurred during a move or deinstallation or reinstallation are not covered by this Agreement. Before any equipment covered under this Agreement is moved, PerkinElmer must be contacted. • EXCLUSIONS: This Agreement does not include software or firmware upgrades except where specifically included in a particular service plan, or any support services arising from: (1) Year 2000 non-compliance, for that equipment identified as being non- compliant; (2) abuse, misuse, modification, or mishandling of equipment; or (3) damage due to causes beyond PerkinElmer's reasonable control, including, without limitation, acts of God, flooding, power surges or failure, defective electrical work, environmental influences, modification, relocation, deinstallation or reinstallation by other than PerkinElmer authorized personnel, unsupported computers or software, operator error, corrosive Customer samples, non -contracted applications support, transportation, equipment or attachments supplied by other vendors, reagents, or failure of interruption in communication lines. Valves, syringes, tubing and tips for liquid handling equipment are also excluded unless otherwise stated on the face hereof. • CONSUMAer,E PARTS AND SUPPLIES: Customer is responsible for providing consumable parts, operating supplies and other items which by their nature or intended use have a prescribed life, except where specifically included in a particular support plan. Customer should consult the applicable support plan description and user's manual for more information. • ACCEss To EQUIPMENT: Customer agrees to allow authorized service representatives of PerkinElmer to inspect the equipment periodically, and further agrees to provide full access to the equipment for performing support services as required. • %NSTALMTIONAND SITE PREPAR.4 Customer agrees to maintain its premises in a safe condition and to comply with all applicable laws, statutes and regulations governing workplace health and safety. PerkinElmer personnel are covered by workers' compensation insurance and are not authorized to enter into any indemnity or hold harmless agreements on behalf of PerkinElmer. PerkinElmer will not, in any event, indemnify, defend or hold Customer harmless from and against any liability that Customer may incur. • PAYmENr Payment is due upon receipt of invoice. Unless otherwise indicated on the face hereof, Customer agrees to remit payment in full to the address provided on the face of PerkinElmer's invoice. Account balances not paid in accordance with this Agreement are subject to the lesser of fifteen percent (15%) per annum or the maximum prevailing legal interest rate calculated from date of delinquency. In the event PerkinElmer finds it necessary to refer this matter to an attorney or an agent for collection of delinquent accounts, Customer shall pay all costs of collection including, without limitation, reasonable attorneys' fees • TERM: TERMINATTOM. This Agreement period and the period during which the quotation is valid shall be as indicated on the face hereof. In the event that Customer has any past due invoices on any account with PerkinElmer, Customer becomes bankrupt or insolvent, or Customer has any proceedings pending against it under any statute for the relief of debtors, PerkinElmer may do any one or all of the following upon written notice to Customer: immediately suspend support; immediately demand payment for the balance of this Agreement, or immediately terminate this Agreement. Support plans may be terminated upon thirty (30) days prior written notice by either party. In the event PerkinElmer has supplied services or material under this Agreement prior to the effective date of termination, PerkinElmer shall be entitled to payment for such services or materials. PerkinElmer reserves the right to invoice Customer for, or set off against any amount due Customer, charges for said services and materials. For any payments made by Customer for service coverage beyond the effective date of termination, PerkinElmer shall refund Customer, subject to a 15% cancellation fee on such overage. • OTHER TERMSAND CONDTTTONS: PerkinElmer reserves the right to inspect any equipment prior to entering into a support agreement or upon lapse of a PerkinElmer support agreement and may require that the equipment be restored to manufacturer's specifications, at Customer's expense, before including it in a support agreement. PerkinElmer reserves all rights, expressed or implied, not stated herein. IN NO EVENT SHALL PERKINELMER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT. PERKINELMER'S LIABILITY IN ANY EVENT SHALL NOT EXCEED, AND CUSTOMER'S EXCLUSIVE REMEDY IN ANY EVENT SHALL BE LIMITED TO, THE AMOUNT PAID BY CUSTOMER UNDER THE TERMS OF THIS AGREEMENT. • AssymmeNT: APPucau LAW: All quotations and this Agreement are non -transferable by Customer. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its provisions concerning choice of law. • ACCEPTANCE AND CONTROLLING TERMS oFAcREEMENT: Customer's order is quoted on the basis of the terms and conditions stated herein and all orders are subject to acceptance by PerkinElmer. To the extent that these terms and conditions are contradicted by Customer's purchase order terms and conditions, these terms and conditions shall control. • C0MAIERC"IITRE4soxABLEEFFORTS: PerkinElmer personnel will use commercially reasonable efforts when performing all support services. In the event that PerkinElmer is unable to perform support services for any reason, PerkinElmer reserves the right to terminate this Agreement, subject to and in accordance with the Termination section above. • QFFATTACHMEM POR TERMSAND CONOMONSOFSPEC/FICSUPPORT PLANS Service 030502.doc PerkinElmer' PerkinElmer LAS, Inc. precisely. 710 9ridpePon Avenue SHELTON CT 06484-4794 USA TEL: (800) 762-4000 FAX: (203) 944-4983 Number otation Q tation Dab Qu 40Quotatio Your Prior Agreement Quote Expiradon Dab 35203827 04/15/2007 Customer Contact Your Prior PO Number 6601978 Telephone Number 970 221 6939 Fax Number 970 221 6970 QUOTATION - SEE PLAN TYPES BELOW She Address: Invoicing Address (if different) CITY OF FORT COLLINS GRAHAM, JASON P O BOX 580 CITY OF FORT COLLINS FORT COLLINS CO 80522-0580 POLLUTION CONTROL LAB USA 3036 E DRAKE RD FORT COLLINS CO 80525 USA Number Payment Terms Coverage Period Billing Plan Page Number -- Due Upon Receipt 05/01/2007 to 04/30/2008 Yearly 2 of 4 Line Quantity Model Description List Price Net Price Gross Price Net Price Note: taxes will be applied to your invoice if applicable 16,032.00 16,032.00 1> PerklnElmer' ,,.w«, - • CHARGES: The support charges are based on, without limitation, the following elements: type of support to be provided, number o1 systems, system configuration, use time, type of coverage, payment terms, and location. PerkinElmer reserves the right to make changes to the charges annually on the anniversary date of this Agreement or upon any change in the elements. • EoumKFNT REtocAmm, Equipment moved to alternate Customer sites shall continue to be serviced under this Agreement; however, the monthly support charge may be affected, subject to the new location's travel zone. Deinstallation or reinstallation services or damages incurred during a move or deinstallation or reinstallation are not covered by this Agreement. Before any equipment covered under this Agreement is moved, PerkinElmer must be contacted. • EXCLUSIONS: This Agreement does not include software or firmware upgrades except where specifically included in a particular service plan, or any support services arising from: (1) Year 2000 non-compliance, for that equipment identified as being non- compliant; (2) abuse, misuse, modification, or mishandling of equipment; or (3) damage due to causes beyond PerkinElmer's reasonable control, including, without limitation, acts of God, flooding, power surges or failure, defective electrical work, environmental influences, modification, relocation, deinstallation or reinstallation by other than PerkinElmer authorized personnel, unsupported computers or software, operator error, corrosive Customer samples, non -contracted applications support, transportation, equipment or attachments supplied by other vendors, reagents, or failure of interruption in communication lines. Valves, syringes, tubing and tips for liquid handling equipment are also excluded unless otherwise stated on the face hereof. • CONsuAm LE PARTS AND SuPPLBs. Customer is responsible for providing consumable parts, operating supplies and other items which by their nature or intended use have a prescribed life, except where specifically included in a particular support plan. Customer should consult the applicable support plan description and user's manual for more information. • AccEss TO EourP.tfENr Customer agrees to allow authorized service representatives of PerkinElmer to inspect the equipment periodically, and further agrees to provide full access to the equipment for performing support services as required. • INSTALLATIONAND SITE PREPARATION: Customer agrees to maintain its premises in a safe condition and to comply with all applicable laws, statutes and regulations governing workplace health and safety. PerkinElmer personnel are covered by workers' compensation insurance and are not authorized to enter into any indemnity or hold harmless agreements on behalf of PerkinElmer. PerkinElmer will not, in any event, indemnify, defend or hold Customer harmless from and against any liability that Customer may incur. • PAYMENT: Payment is due upon receipt of invoice. Unless otherwise indicated on the face hereof, Customer agrees to remit payment in full to the address provided on the face of PerkinElmer's invoice. Account balances not paid in accordance with this Agreement are subject to the lesser of fifteen percent (1501e) per arum or the maximum prevailing legal interest rate calculated from date of delinquency. In the event PerkinElmer finds it necessary to refer this matter to an attorney or an agent for collection of delinquent accounts, Customer shall pay all costs of collection including, without limitation, reasonable attorneys' fees • TERM: TERMINATION: This Agreement period and the period during which the quotation is valid shall be as indicated on the face hereof. In the event that Customer has any past due invoices on any account with PerkinElmer, Customer becomes bankrupt or insolvent, or Customer has any proceedings pending against it under any statute for the relief of debtors, PerkinElmer may do any one or all of the following upon written notice to Customer: immediately suspend support; immediately demand payment for the balance of this Agreement, or immediately terminate this Agreement. Support plans may be terminated upon thirty (30) days prior written notice by either party. In the event PerkinElmer has supplied services or material under this Agreement prior to the effective date of termination, PerkinElmer shall be entitled to payment for such services or materials. PerkinElmer reserves the right to invoice Customer for, or set off against any amount due Customer, charges for said services and materials. For any payments made by Customer for service coverage beyond the effective date of termination, PerkinElmer shall refund Customer, subject to a 151% cancellation fee on such overage. • OTHER TERMS AND CONDITIONS: PerkinElmer reserves the right to inspect any equipment prior to entering into a support agreement or upon lapse of a PerkinElmer support agreement and may require that the equipment be restored to manufacturer's specifications, at Customer's expense, before including it in a support agreement. PerkinElmer reserves all rights, expressed or implied, not stated herein. IN NO EVENT SHALL PERKINELMER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT. PERKINELMER'S LIABILITY IN ANY EVENT SHALL NOT EXCEED, AND CUSTOMER'S EXCLUSIVE REMEDY IN ANY EVENT SHALL BE LIMITED TO, THE AMOUNT PAID BY CUSTOMER UNDER THE TERMS OF THIS AGREEMENT. • ASSIGNMENT: APPLICABLE Ir11Y: All quotations and this Agreement are non -transferable by Customer. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its provisions concerning choice of law. • AccEPT.LycE AND CONTROLLING TERMS OFAGREEMENT: Customer's order is quoted on the basis of the terms and conditions stated herein and all orders are subject to acceptance by PerkinElmer. To the extent that these terms and conditions are contradicted by Customer's purchase order terms and conditions, these terms and conditions shall control. • COMMERCLarrYREavoNA_= FFmAis: PerkinElmer personnel will use commercially reasonable efforts when performing all support services. In the event that PerkinElmer is unable to perform support services for any reason, PerkinElmer reserves the right to terminate this Agreement, subject to and in accordance with the Termination section above. • SEE ATTACHMENTS FOR TERMSAND CONDMOMOFSPECLFLCSUPPORT PLANS Service 030502.doc 1 PerkinElmer° PerkinEkner LAS, Inc. precisely. 710 BrMgeppn Avenue SHELTOII-CT 05484-4794 USA TEL: (800) 7624000 FAX: (203) 9444983 Quatodo Number Dab 01Quotation 12312007 Your Prior Agreement Quota Expiration Dab 35203827 04/15/2007 Customer Contact Your Prior PO Number 6601978 Telephone Number 970 221 6939 QUOTATION - SEE PLAN TYPES BELOW Site Address: GRAHAM, JASON CITY OF FORT COLLINS POLLUTION CONTROL LAB 3036 E DRAKE RD FORT COLLINS CO 80525 USA Fax Number 970 221 6970 Invoicing Address (if different) CITY OF FORT COLLINS P O BOX 580 FORT COLLINS CO 80522-0580 USA Site Number Customer Number 100002929 4012019 Payment Terms Coverage Period Billing Plan Pa g Number Due Upon Receipt 05/01/2007 to 04/30/2008 Yearly 3 of 4 Billing Plan Planned Invoice Invoice Amount($) lows) Freeze your support costs with a multiyear agreement — contact 05/01/2007 16,032.00 your contracts coordinator below for details. Total billed 16,032.00 PerkinElmer Contact information Quoted by: Malette Blakeney Telephone: 203 402 1741 Fax Number. 203 9" 4983 Email: Gahmali.BlakeneyCPerkinElmer.Com Zone: Zonal Region: W Rodcy Mtn Svcx Location: USC001