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HomeMy WebLinkAbout109315 COLORADO DOORWAYS - PURCHASE ORDER - 9956540Date: 10/30/2009 City of FF6-rt Collins Page Number: 1 Purchase Order Number: 9956540 Delivery Date: 10/30/2009 Buyer: HUME,JAMES Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 1 1 LOT Access Control-281 N College 281 North College Access Control Upgrade per quote dated Sept 10, 2009, Attn: Jonathan Cawley City of Fort CYffirif Director of Purchasing and Risk Management This order is nqValid over $5000 unless signed by James B. O'Neill II, CPPO 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 5,166.00 Total $5,166.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local mxCs. Our Exemption Number is 98-04502. 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). 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 are not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on an ival. Final Acceptance. Receipt ofthe merchandise, services m equipment in response to this order can result in authorized payment on the pan of the City of Fort 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 Fort Collins, 700 Wood St., Fort Collins. CO 80522, unless otherwise specified on this order. Ifpeimission is given to prepay freight and charge 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 Ofthe county. shipment is expected fiom 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 Fot Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation orally such laws, regulations, ordinances, rules and requirenments. Authorization. All parties to this coon act agree that the representatives are, in feet, bona fide and possess [till and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto m incorporated herein by reference. Any additional or different teens and conditions In by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to ainve on your promised delivery date as noted. Time is ofthe essence. Delivery and pertimnance must be effected within the tittle stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial late deliveries, shall operate as a waiver ofthis provision. In the event of anydelay, the Purchaser shall have, in addition to other legal and equitable remmedies. the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for dantages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such ❑cls of God, acts of civil or military authorities, governmental priorities. fires, strikes, flood, epidemics, wars m riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days ofthe tittle when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall Ix 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 other descriptions given. will be fit for the purposes intended. and perfomed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser nay sinter or inca on account ofthe Sellers breach of wananty. The Seller shall replace, repair m make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such lunecr period of time as may bepresented by law or by the terns of any applicable warranty provided by the Seller after the date of acceptance ofthe roods furnished hereunder (acceptance not to be unreasonably delayed), resulting front intperlect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order. the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any ofthe foregoing warranties or guarantees, bet such liability shall in no event include loss of profits m 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 terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tents, other than legal terns, 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 amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at anytime by written change order, terminate this agrecnnent as to any m all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in progress provided that the Purchaser shall not be liable totally claims for anticipated profits on the uncompleted portion ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment bennade in favor oftlme Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser o the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fionm the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Selleragrees to indennnify and hold the Purchaser harmless hom all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source governnnent contract" within the meaning of Article XXVIII ofthe Colorado Constitution ("Article XXVIII" L then the provisions of Section 15 ofArticle XXVIII are hereby incorporated into this [Agreement]. In such a case, if the [Conumctor] or any other person who is a "contract holder" as defined in Section 2(4.5) of Article XXVI11 intentionally violates Section 15 m Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source govenunent contract, or public employment with the state of Colorado or any of its political subdivisions, liar three years. 9. ASSIGNMENT. Neither patty shall assign, transfer, or convey this order, or any monies due or to becOne due hereunder without the prior written consent of the other party. The Seller wannnts full. clear and unrestricted title to the Paehaser for all equipment, materials, and items furnished in perfonnmtcc of this agreen nt. free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims ofother.s. 11. NON WAI V ER. Failure of the Purchaser to insist upon strict perfomtance ofthe tents and conditions hereof, failure or delay to exercise any rights m remedies provided herein or bylaw, failure to promptly notify the Seller in the event of a breach, the acceptance of or 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 right of the purchaser to insist upon strict performance hereof m any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, not shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any ofthe tents hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fromantitrust violations are in fact borne by the Purchaser. Theretofore, for eood cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claints it may now have o hereafter acquired under federal or state antitrust laws kA'such overcharges relating to the pi ticular goods or services purchased or acquired by the Purchaser pursuau to this purchase order. 13. PURC'IIASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability m unwillingness to comply. the Purchaser may cause the work to be perfanned by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any tier front all liability and claims of any nature resulting fionm the perforntance of such work. This release shall apply even in the event of fault of negligence ofthe petty released and shall extend to the directors, officers and employees of such party. The Seller's contractual 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 the Seller is required to use any design, device, material or process covered by letter, patent, nademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims fur infiingement by rrson of the use ofsuch patented design, device, material or process in connection with the contact, and shall indemnifythe Purchaser lie any cost, expense m damage which it may be obliged to pay by reason of such infringement at anytime during the prosecution or after the completion ofthe work. In case said equipment, or any part thereofor the intended use ollhe goods, is in such suit held to constitute infringement and the use of said equipment or par is enjoined. the Seller shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or parts, replace the sannc with substantially equal but non -infringing equipment, or modify it so it beconnrs non -infringing. I5. INSOLVENCY. I f the Seller shall beconme insolvent or bankrupt. make an assignment for the benefit of creditors. appoint a receiver or trustee for any ofthe Sellers property or business. this order nnay forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tenors used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the Imes ofthe State of Colorado, USA. The toll—ing Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s). on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall cant' on said will at Seller's own risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or mmaerials before Seller's final completion and acceptance, nmplete the work at Seller's own expense and to the satisiiction ofthe Purchaser. 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 the site and become responsible therefor as though such materinls and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall. at his own expense, provide for the paymment of workers compensation, including occupational disease benefits, to its employees employed on 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 carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person, $500,000 for any one accident and property dantage limit per accident of $400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the Ill emises of others, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify, the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind m nature whatsoever to persons or property caused by Or resulting from the execution of the work provided for in this Pill chase order m in connection herewith. The Seller will indenmify, and hold harmless the Purchaser and any or all of the Purchasers otticers. agents and employees fi'onm and against any and all clains, losses, damages, charges or expenses, whether director indirect, and whether to persons m 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 or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers. agents or employees at any tine on account m by reason of any act, action, neglect, or fission m default of the Seller of any of his contractors or any of its m their officers, agents or enmployees 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. charges. attorneys tees and other expenses, :try and alljudgments that may be incurted by m obtained against the Purchaser or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the properly of the Purchaser, or said parties in or as a result of such suits or other proceedings. the Seller will at once cause the scone to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions. famish and install all guards necessaryfor 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 all rules and regulations issued pursuant thereto. Revised 04/2009