HomeMy WebLinkAbout283344 OCEAN SYSTEMS - PURCHASE ORDER - 9957589Date: 12/21 /2009
City of
F6rt Collins
Page Number: 1
Purchase Order Number: 9957589
Delivery Date: 12/21/2009 Buyer: BONNETTE, ED
Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence.
Note: PLEASE SHIP TO ATTN: DELMAR BUHRMAN; CONTACT #(970)567-1172.
Ca0)17(�s'rx
Line Qty/Units Description Extended Price
1 1 LOT 10,424.00
Per Quote Q09- 6,522 12/18/09
AVID System
Total
R- 0AU-Q �7-
City of Fort CqfinDirector of Purchasing and Risk Management
This order is n alid 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
$10,424.00
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 FortCollins is exempt fionm state anti 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, 1 14 (a).
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to detects 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 arival.
Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this or can result in authorized
payment on the pat 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. If permission is given to prepay freight and charge separately, the or freight bill
must accompany invoice. Additional charges for packing will not be accepted.
Shipment Distance. Where manufacturers have distributing points in various parts ofthe country, shipment is expected
from the nearest distribution point to destination, and excess freight will be deducted from 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 ",here the Work is
performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor.
Seller fitrther agrees to hold the City of Fort Collins harmless fi ont and against all liability and loss incured by then" by
reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements.
Authorization. All parties to this contract agree that the representatives at e. in fact. bona fide and possess full an(I
complete authority to bind said parties.
LI MITATION OF TERMS. This Purchase Or expressly limits acceptance to the terns and conditions stated herein
set forth and any supplementary or additional terns and conditions annexed hereto or incorporated herein by reference.
Any additional or different terns 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 anti performance must be effected widain the time
stated on the purchase order acid the documents attached hereto. No acts ofthe Purchasers including without
limitation, acceptance of partial late deliveries, shall operate as a waiver oft his provision. [it the event of any delay. the
PW'Chaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and
holding the Seller liable for damages. However, the Seller shall not be liable for damages as :t result of delays due it,
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, fires. strikes, flood, epidemics, "vats or riots
provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days ofthe lime
when the Seller first received knowledge thereof. I n the event of any such delay, die date of deliveryshall be extended
for the period equal to the time actually lost by reason ofthe dcla y.
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 perfumaed
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 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 it within one ( I ) year or within such longer period of tinge as may be presciibed by
law or by the terms of any applicable warranty provided by the Seller after the slate of acceptance ofthe goods
famished hereunder (acceptance not to be unreasonably delayed), resulting front imperfect or defective work done or
materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waives 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 of the for 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 terns by written change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the terns, other than legal terns, including additions to or deletions foul file
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, air equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order, tenninate this agreement as to any or all portions oftltegoods
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 clafns for anticipated profits on the uncompleted For ofthe
goods and/or work, for incidental or consequential damages, and that no such adjust ent be nude 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 must be asserted within thiny (30) days from the date tile• change or tenninatiou 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. 'I"he 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 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 government contract" within the meaning of
Article XXVIII ofthe Colorado Constitution ("Article XXVIII"), then the provisions of Section 15 ofArticle XXVIII
are hereby incorporated into this [Agreement]. In such a ease, if the [C'onu'actor] or any other person who is a
"contract holder" as defined in Section 2(4.5) ofArticle 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 Colomdo or anyof its political subdivisions, for three yeas.
9. ASSIGNMENT.
Neither party shall assign, transfer, or convey this order, or any nonies due or to become due hereunder without the
prior written consent ofthe other party.
The Sellerwarrants fill, clear and unrestricted title to the Purchaser for all equipment, materials, and items ftunislaed in
pertinmance of this agreement, flee and clear of any anti all liens. restrictions, reservations. security interest
encumbrrutces and claim of others.
11. NONWAIVER.
Failure of the Purchaser to insist upon strict performance ofthe terns and conditions hereof. failure or delay to
exercise anv rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach,
[he acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller ofany of the
warranties 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,
receive(] or accepted, as to any prior or subsequent defindt hereunder, nor shall any purported oral modification or
rescission of this purchase order by the Purchaser operate as a waiver ofany ofthe terns hereof.
12. ASSIGNMENTr OF ANTITRUST CLAIMS.
Seller and the Purchaser recognize that in actual economic practice. overcharges resulting from antitrust violations are
in fact bwnte by the Purchtser.'['heretofore. for good cause and as consideration trot 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 fix such overclarges relating to the particular goods m services purchased or acquired by the Purchaser
pursuant m this purchase or(ler.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser directs the Seller to Correct nonconfonning 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 stay
cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs
associated Willi such work.
The Seller shall release the Purchaser and its contractors ofany tier from all liability and claims ofany nature resulting
from the performance of such Work.
"rhis release shall apply even in the event of fault of negligence of the pasty released and shall extend to the directors,
officers and employees ofsuch party.
The Seller's contractual obligations. including warranty, shall not be deemed to be reduced, in any way, because such
work is perfinnnd 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, ❑adeneuk or
copyright. the Seller shall indemnify and save harmless the Purchaser ti-ona any an(] all claims fininfiingement by reason
ofthe use ol'such patented design. device, material or process in connection with the contact, and shall indemnify the
I'urchasct' fix any cost, expense or damage Which it may be obliged to pay by reason of such infringement at any time
during the pruseculion m after the completion ofthe work. In case said equipment, or any pan thereofm the intended
use ol'the eootls. is in such suit held to constitute infringement and the use of said equipment or pill 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 ur parts. replace the same with substantially equal but nun-intiinging equipment, or modify it so it becomes
nun -rill inging.
15. INSOLVENCY.
If the Seller shall become insolvent or bankrupt, make ur assignment for the benefit of creditors. appoint a receiver or
trustee fix any ofthe Sellers property or business, this order natty forthwith be canceled by the Purchase' without
liability.
16. GOVERNING LAW.
The definitions of terns used or the interpretation ofthe agreement and the rights of all pasties hereunder shall be
construed under and governed by the laws ofthe State of Colorado, USA.
Tile Hallowing Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the
services ol'Sellers Represenlative(s), on the premises ofmhers.
17. SELLERS RESPONSIBILITY.
the Seller shall carry on said work at Seller's own risk until the same is filly completed and accepted, and shall, in rase
of any accident. destnction or injury to the work and/or nmaterials be me Seller's final completion and acceptance,
mplete the arork at Seller's own expense and to the satisfaction ofthe Purchaser. When materials and equipment are
furnished by others for installation or erection by the Seller. the Seller shall receive, unload, store and handle same at
file site and become responsible therefor as though such nmaterials and/or equipment were being furnished bylhe• Seller
under the order.
I S. INSURANCE
The Seller shall. at his own expense, provide fix 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 Imes of the state in which the "work is to be done. The Seller shall also carry
con'l—Henske general liability including. but not limited to, contractual and au[onwbi]e public liability insurance with
bodily injury and death limits of ❑t least $300,000 for :try one person. $500_000 for any one accident and property
damage limit per accident of .$400,000. The Seller shall likewise require his contractors, if any. to provide for such
compensaion ❑ ld insuraoce. Benue any of the Sellers or his contractors employees shall do any work upon the
premises ofothers. the Seller shall Burnish the Purchaser With it certificate that such compensation arid insurance have
been provided. Such certificates shall specify the date "when such compensation and insurance lace 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.
Fhe Seller hereby assumes the entire responsibilityanti liability for any and all damage, 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 "vill indemnity and hold harmless the Purchaser and any orall of
the Purchasers officers, agents :and employees from and against any and all claims, losses. damages. charges or
expenses. "vhether director indirect, and whether to persons m property to which the Purchaser maybe put or subject
by reason of any act, action, neglect• omission or default on the put ofthe Seller• anyof his contractors, or anyof the
Sellers or contractors officers• agents or employees. In case any suitor other proceedings shall be brought against the
Purchaser. 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 anyof its or their officers, agents or employees as atixesaid, 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 fees and of her expenses, any anti alljudgments that miry be incurred 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 property of the Purchaser, or said parties in or s 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 contractorsshall take all safety precautions. Furnish and install all guards necessaryfor
the prevention of accidents, comply with all laws and regulations With regard to salety including, but without
limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto.
Kcvised 04/2009