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HomeMy WebLinkAbout268312 MSN COMMUNICATIONS INC - PURCHASE ORDER - 9956546Date: 10/30/2009 City of F„ort Collins Page Number: 1 Purchase Order Number: 9956546 Delivery Date: 10/30/2009 Buyer: STEPHEN, JOHN Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units 1 1 LOT Radio Communication Equipment 2 1 LOT Radio Communication Equipment As per quote # MAA102309-A State Contract #20516YYY40P Description For County Signal Project For 287 Signals Total City of Fort CqFinDirector of Purchasing and Risk Management This order is ftValid 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 Extended Price 2,476.31 10,506.71 $12,983.02 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Foil Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-0000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 1 14 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or clue to defects of damage in transit, maybe returned to you for credit and are not m be replaced except upon receipt of written instructions hour the City of Fort Collins. _ Inspection. GOODS ate subject to the City of Fort Collins inspection on ❑rival. Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payment on the pail 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 Foil Collins, 700 Wood St., Foil Collins. CO 80522, unless otherwise specified on this order. If permission 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 pans ofthe country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted fronn 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 ofthe 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 fronn and against all liability and loss incurred by therm by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and tequirenrenrs. Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OFTERMS. This Purchase Order expressly limits acceptance to the terns and conditions statedherein set forth and any supplementary or additional terns and conditions annexed her or incorporated her 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 on your promised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected within the tittle stated on the purchase order and the documents attached hereto. No acts ofthe Purchasers including, without limitation, acceptance ofpanial late deliveries, shall operate as a viniver ofthis provision. In the event ofanydelay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable tilt 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. govemnnental priorities, fires, strikes, flood. epidemics wars or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days ofthe time when the Seller first received knowledge thereof, In the event ofany such delay, the date ofdelivoy shall be 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 tit Fix tine purposes intended, and perfianred 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, dantage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time :s moray beprescribed 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 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 shaft extend to all damages proximately caused by the breach of any ofthe foregoing warranties 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 temts by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may nuke any changes to the terms, other than legal terns, including additions to or deletions fi-onuhe 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 agreement as to any or all portions ofthe 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 for any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment Ire node in frvorofthe Seller with respect to any goods which are the Sellers standard stock. No such tennination 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 must be asserted within thirty (30) days from the date the change or tennination 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 executeand 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 ate hereby incorporated herein by this reference. "File Seller agrees to indemnify and hold the Purchaser harnmless from all costs and damages sullcred 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 goverment contract' within the meaning of Article XXVIII ofthe Colorado Constitution ("Article XXVIII"), then the provisions of Section 15 ofAilicle XXVIII are hereby incorporated into this [Agreement]. In such a case. if the [Contractor] or any other person who is a "contract holder" as defined in Section 2(4.5) of Article XXVIII intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source government contract, or public employment with the state of Colorado or any of its political subdivisions, for three years. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Seller ninants fill, clear and unrestricted title to the Purchaser for all equipment, materials, and item furnished in performance of this trereennent. free and clear of any and all liens. restrictions, reservations, security interest encumbrances and claims of other. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terns 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 of or payment for goods hereunder or approval ofthe design, shall not release the Seller of any of the wananties or obligations of this purchase order and shall not be deemed a waiver of any right ofthe purchaser to insist upon strict performance hereof or 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. nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate m a waiver of any ofthe terns hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fi our antitrust violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser 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 or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. I f 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 or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. 'File Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting fi our the per of such work. This release shall apply even in the event of fault of negligence ofthe party released and shall extend to the directors, officers and employees of such party. The Sellers 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 Lae any design, device, material or process covered by letter, patent, tradem rk or copyright, the Sellcr shall indemnify and save harmless the Purchaser from any and all claims for infiingement by reason of the use ofsuch patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser [or:ay cost, expense ordamage which it maybe obliged to pay by reason of such infi-ingement at any time during the prosecution or after the completion ofthe work. In case said equipment, or any pailthereofer the intended use ofthe goods, is in such suit held to constitute infringenment and the use of said equipment or part 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 pans, replace the same with substantially equal but non -infringing equipment, or modify it so it becontes non -infringing. 15. INSOLVENCY. Ifthe Seller shall become insolvent or bnnkrupt, make air assignment for the benefit ofereditors, appoint a receiver or it ustee 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 tents used or the interpretation ofthe agreement and the rights of all patties hereunder shall be construed under:nd governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to per work hereunder, including the services of Sellers Represent tive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the same is filly completed and accepted and shall, in case of anv accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, commplete the work at Seller's own expense and to the satisfaction ofthe Purchaser. When nnterials and equipment are furnished by others for insnllat ion or erection by the Seller, the Seller shall receive. unload. store and handle same at the site and become responsible therefix as though such naterials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall. at his own expense, provide for the payment of workers compensation, including occupational disease benefits. to its employees employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the laws ofthe 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 danaee limit per accident of S400.000. 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 premises of others, the Seller shall Finnish the Purchaser with a certificate that such compensation and insurancehave 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 or nature whatsoever to persons or properly 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 harnnless the Purchaser and any oral) of the Purchasers officers, agents and employees from and against any and all claims, losses, dantages, charges or expenses. whether direct or indirect. and whether to persons or property to which the Purchaser may be put orsubject by reason of any act, action, neglect, omission or default on the pat ofthe Seller, any of'his eonunetors, or any ofthe Sellers or contractors officers. agents or employees. In case any suit or other proceedings shall be brought against the Purcluser, or its officers, agents or ennphoyees at any time on account or by reason of any act, action, neglect, omission or default ofthe Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assunne the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges attorneys fees and other expenses, any and all judgments that may be incurred by or 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 property ofthe Purchaser, or said parties in or as a result ofsuch suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, fumish and install all guards necessity 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 all rules and regulations issued pursuant thereto. Revised 04/2009