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HomeMy WebLinkAbout466762 FIRE DETECTION SYSTEMS LLC - PURCHASE ORDER - 9957529Date: 12/16/2009 Fort of Page Number: 1 Purchase Order Number: 9957529 Delivery Date: 12/16/2009 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 Turn key fire alarm system To remove all old fire alarm systems at 300 LaPorte Ave -East Building and install a new turn key fire alarm system. This includes all new fire panels, devices and wiring per quote 09-12-03 Rev 1. Attn: Dan Lichtenwalter Total City of Fort Cql`mY Director of Purchasing and Risk Management This order is nNQlhalid 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 11,370.10 $11,370.10 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 taxes. 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 (n). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be retuned 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 at i n nl. Final Acceptance. Receipt ofthe merchandise, services or equipment in response to ill is order can result in authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAI, ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless otherwise specified on this order. If permission is given to prepay freight and charge separately, the original feight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in vat ious parts of the counny, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted fixmm 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 Imes, regulations, ordinances and rules ofthe state, municipality, territory or political subdivision where the work is performed, m 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 front and against all liability and loss incurred bythent by reason of an asserted or established violation of any such laws. regulations, ordinances, rides and requirements. Authorization. All parties to this contract agree that the representatives are, in fact, borm tide and possess fill 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 het clo or incorporated herein by reference. Any additional or different terms and conditions proposed by seller Ile objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot stake complete shipment to drive on your promised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected within the time 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. ]it the event of any delay, 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 for damages is a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofnegligence, such acts of God, acts of civil or military authorities, governmental pi ion ities, fires, strikes, flood, epidemics, wars or riots provided that notice ofthe 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'delivoy shall be extended for the period equal to the time actually lost by reason ofthe 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 ton the purposes intended. and performed 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 fi-om any loss, damage or expense which the Purchaser stay Buffet 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 tine as m:ry 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 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 In in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wananties or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IYIPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may stake changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal tennis, including additions to on deletions front the quantities originally ordered in the specifications or drawings, by verbal of written change order. If any such clutnge affects the amount due or the time of performance hereunder, all equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at anytime by written change order, terminate this agreentem as to any or all portions ofthe goods then not shipped, subject to any equitable adjustment between the parties is 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 ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment bencnde in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or time 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 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 Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suf cted by the Purchuser as a result of the Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source government contract" within the meaning of Article XXVIII ofthe Colorado Constitution ("Article XXVIII"), then the provisions of Section 15 of Article 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) ofAnicle 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 goverment contract, or public employment with the state of Colorado or any of its political subdivisions. fur 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. 'rile Seller warrants Iidl. clear and unrestricted title to the Purchaser finall equipment materials, and items furnished in perronliance of this agreement free and clear of any and all liens. restrictions, reservations, security interest encumbrances and claims of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performnce of the teens and conditions hereof, failure or delay to exercise any, ights on 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 warranties or obligau ions of this purchase order and shall not be deemed a waiver of any right ofthe purchaser to insist upon strict pelf r ranee 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, not shall any purported oral modification or rescission of this purchase order by the Purchaser operme is a waiver of any ofthe terms hereof. 12. ASSIGNMENT 017 ANTITRUST CLAIMS. Seller and the Prrl'chaSta reatnnize that in actual economic practice, overcharges resulting from antitrust violations are in fact borne by the 1'uichusen Theretofore, fvgood cause and as consideration for executing this purchaseorder, 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. 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 therealler indicates its inability or unwillingness to comply, the Purchaser may cause the work to Iv perfimed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. The Sellei shall release the Purchaser and its contractors of any tier from all liability and claims ofIlly nature resulting bent the peff rolance of such work. This release shall apply even in the event of fault ofnegligence ofthe party released and shall extend to the directors, officers and employees of such party. The Seller's contractual obligntions, including warranty, shall not be deented 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 proc ss covered by letter, patent, trademark or copyright. the Seller shall indemnify and save harmless the Purchaser from any and all claims for infiingemnent by reason ofthe use ofsuch patented design, device, material or process in connection with the contract, and shall indetnnifythe Purchaser for any cost, expense or damage which it ray be obliged to pay by reason of such infringement at anytime during the prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended use ofthe goods, is in such suit held to constitute infiingement and the use of said equipment or part is enjoined, the Seller shall, it 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 beconmes non -infringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt. make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 10, GOVERNING LAW, 'file definitions of terns used or the interpretation ofthe agreement and the rights of all parties hereunder shall be construed under and governed by the laws 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 Representntive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall cant' on said work at Seller's own risk wail the same is idly conmpleted and accepted, and shall incase of any accident, destruction or injury to the writ k and/or materials before Seller's final completion and acceptance, complete the work it Seller's own expense and to the sitisf,stiorn of the Purchaser. When materials and equipment :rue furnished by others fill installation or erection by the Seller, the Sellcr shall receive, unload, store and handle same at the site a nd become responsible therefor as though such nnrtertils and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The SCIle9'shall, aI his own expense, provide for the piynnent ofwoikers conmpensation, includingoccupational 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 insurancewith bodily injury and death limits of at least S300,000 for any one person. $500.000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Befime any ofthe Sellers or his contractors employees shall do any work upon the premises of'others. the Sellcr shall Irunish the Purchaser with a certificate that such compensation Iltd 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 wmnpensntion 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 dammage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers oficers, agents and employees from and against any and all claims, losses, danuges. charges or expenses, whether direct or indirect. and whether to persons or property to which the Purchaser maybe put or subject by reason of any act. action, neglect, omission or default on the part ofthe Seller, any of his contractors, or any of the Sellers')). contractors officers, agents or employees. III rase nny suit or other proceedings shall be brought against the PtudMser. or its officers. agents or employees 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 assume the defense thereof and to defend the sane it the Sellers own expense, to pay any and all costs. charges, attorneys fees and other expenses, any and alljudgments that stay 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 incase judgment or other lien be placed upon or obtained against the property ofthe Purchaser, or said parties in oras a result ofsuch suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged bygivingbond or otherwise. The Seller and his contractorsshall take all safetyprecautions, furnish and install all guards necessary 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 04/2001)