HomeMy WebLinkAbout278986 AMX INTERNATIONAL - PURCHASE ORDER - 9955396 (4)Date: 12/10/2009
City Collins
Page Number: 1
Purchase Order Number: 9955396
Delivery Date: 9/3/2009 Buyer: BONNETTE, ED
Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence.
Note:
Line Qty/Units Description Extended Price
2 1 LOT 150,000.00
JDE 9.0 UPGRADE 2009 PORTION
WORK ORDER #1051-2
PER WORK ORDER 1051-2/1047-2 SIGNED 12/9/09. -ECB
Total
City of Fort CotffinDirector 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
$150,000.00
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 load taxes. Our Exemption Ntunber 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 1073, Chapter 39-20. 1 14 (m).
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 fiom the City of Fort Collins.
Inspection. GOODS ere subject to the City of Fort Collins inspection on ❑viva
Final Acceptance. Receipt ofthe merchandise, services m equipment in response to this order can result in authorized
payment on the part 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 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 fieight and charge separately, the original height bill
must accompany invoice. Additional charges for packing will not he accepted.
Shipment Distance. Where manufacturers have distributing points in various parts oflne country. shipnment is expected
fi'om the nearest distribution point to destination, and excess freight will be deducted li oat Invoice when shipments arc•
made font 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 m 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 font and against all liability and loss incurred by them by
reason of an asserted or established violation orally such laws, regulations, ordinances, rules and requirements.
Authorization. All parties to this contract agree that the representatives are. in fc6 bona fide and possess full and
complete authority to hind said parties,
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance m the reins and conditions stated herein
set forth and any supplementary or additional terns and coedit ions 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 inutedintely if you cannot make complete shipment to arrive on your
promised deliverydate 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 of the I'urch:se's including, without
limitation, acceptance ofpartial late deliveries, shall operate as a waiver ofthis provision. In the event of onydelay, 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 as it 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 priorities. fit es. stt ikes. flood epidemics, wars or riots
provided that notice ofthe conditions causing such delay is given to the Purchaser avilhin live (5) dos:c ofthe tinge
when the Seller first received knowledge thereof. In the event of agvsuch delay. the date ofdeliveryshall beextended
fertile period equal to the tine 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 for the purposes intended and performed
with the highest degree create and competence in accordance with accepted standards fit work ofa similar nature.
The Seller agrees to hold the purchaser harmless from any loss. dammage m expense which the Purchaser may suffer or
incur on account ofthe Sellers breach of waranty. The Seller shall replace, repair or make good, without cost to file
purchaser, any defects or faults arising within one (1) year or within such longer period of tinmc as ntw• be prescribed by
law or by the terns of any applicable waranty provided by the Seller after the date of acceptance of the goods
furnished hereunder (acceptance not to be unremonablydelayed). resulting font imperfect m defective work done or
materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver orally
claim under this wananty. Except os otherwise provided in this purchase order, the Sellers liability hereunder shall
extend to all damages proximately caused by the breach of any ofthe ioi cooing warontics or guarantees, but such
liability shall in no event include loss of profifs 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 order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions horn the
quantities originally ordered in the specifications or drawings, by verbal or written change order. Ir:ury such chrrrrgC
affects the anmount due or the (titre of performance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser nay at anytime by written change order, terminate this agreement as to any or all portions oftle 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 clains fill anticipated profits on the uncompleted portion ofthe
goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor ofthe Sella
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 thirty (30) days horn the date the change or tenninaion 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 esecae and deliver
such documents as may be required to effect or evidence compliance. All I:nvs and regulations required to be
incorporated in agreements of this character are hereby incorporated herein by this reference. The Sefier agrees to
indemnify and hold the Purchaser harmless from all costs and ekunages 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 XXV III ofthe Colorado Constitution ("Article XXVII I"), then the provisions of Section 15 ofAnicle XXVIII
are heeby incorporated into this [Agreement]. In such a case, if the [Conractorl or any other person who is a
"contract holder" as defined in Section 2(4.5) ofAnicle XXVI I I intentionally violates Section 15 or Section 17(2) of
Article XXV III, then the [Contractor] agrees it shall be ineligible to hold any sole source government contract, or
public employment with the stile of Colorado or any of its political subdivisions, finthree 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 of the other petty.
10. TITLE.
The Seller warants fill, clear and unrestricted title to the Purchaser for all equipment, materials, :and bents furnished in
pert rnance of this agreement. free and clear of any and all liens. restrictions. reservations, security interest
encumbrances and clains of others.
11. NONWAIVER.
Failure of the Iurchaser to insist upon strict performance ofthe terns and conditions hereof, fbilme or delay to
exercise any rights or remedies provided herein or bylaw. failure to promptly notify the Seller in the event ofa breach.
the acceptance of m payment for goods hereunder or approval of the design, shall not release the Seller of any of the
war a ties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist
upon strict perfi rulance 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 het eunder. not shall any purported oral modification or
rescission of this purchase order by the Purchaser operate as a waiver orally of the terns hereof.
12. ASSIGNMENT 017 ANTITRUS'f CLAIMS.
Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fiom antitrust violations are
in Fact bona b}, the I'unohaser. Theretofore• for good cause and-s consideration for executing this purchase order, the
Seller hereby assigns to the Purchaser any and all clains it may now have or hereafter acquired under federal or state
antitrust laws fur such overcharges relating to the particular goods or services purchased or acquired by the Purchaser
pursu:ur to this purchase ordei
13. PURCHASERS PERFORrNIANCE OF SELLERS OBLIGATIONS.
It the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the
Purchaser:md the Seller, and the Seller thereafter indicates its inability m 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
The Seller shall release die Purchaser and its contractors orally tier fiorn all liability and clains of any nature resulting
front the performance of such work.
This release shall apply even in the event of fault of negligence of the pony releasect and shall extent) to the directors,
officers and employees of such party.
The Seller's contractual obligations, including wan-anty, shall not be deemed to be reduced in any way, because such
work is perfirned 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, trademark m
copyright, the Seller shall indemnity and save hamhess the Purchaser from any ;and all claims for infiingement by reason
of the use of such patented design. device, material m process in connection with the contract, and shall indemnify the
Purchaser lit any cost, expense or damage which it may be obliged to pay by reason ofsuch infiiingement at any time
during the proscca ion or after the completion of the work. In case said equipment, or any part thereof or the intended
use of the goods. is in such suit held to constitute infringement and the use ofsaid equipment m pan is enjoined, the
Seller shall. at its own cspense and of its option, either procure fill' the Purchaser the right to continue using said
equipment or parts, replace the same with substantially equal but non-infi inging equipment. or modify it so it becomes
non -into inging.
15. INSOLVENCY.
If the Seller shall become insolvent or bankrupt, nuke an assignment lilt the benefit ofereditors, appoint a receiver or
trustee Litt any of tine Sellers property or business, this order may forthwith be canceled by the Purchaser Without
liability.
In. GOVERNING LAW.
The definitions of terms used or the interpretation ofthe agreement ;and the rights of all parties hereunder shall be
construed under and governed by the laws of (he 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 Representative(s). on the premises of others.
17. SELLERS RESPONSIBIL11 V.
The Seller shall carryon said work at Sclle's own risk until the same is )idly completed and accepted and shall, incase
orally 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 aid to the satisfaction ofthe Purchaser. When materials and equipment arc
furnished 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 materials and/or equipment were being furnished bythe Seller
underthe order.
18. INSURANCE.
The Seller Shall'at his own cspense, provide for the payment ofworkers 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 ci ry
comprehensive general liability including, but not limited to, contractual and automobile public liability insurancewith
bodily injury and death limits of at least $300,000 for any one person, S500.000 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. Berme any ofthe Sellers or his contractors employees shall do any work upon the
premises of others• the Seller shall furnish the Purchaser with a certificate (hat 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
conp)esation and insurance shall be maintained until afer the entire work is completed and accepted.
IQ PROTEC"\'ION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby assunnes the entire responsibility and liability forany and all damage. loss or injury orally kind or
nature whatsoever tit persons m property caused by or resulting from the execution ofthe work provided for in this
purchase order or in connection heewith. The Selle will indemnify and hold harmless the Purchaser and any or all of
time Prrchaxer'S officers. agents and employees from and against any and all clains. losses, damages. charges or
expenses, whether direct m indirect and whethe'to persons or property to which the Purchaser maybe put or subject
by reason orally act, action, neglect, omission or default on the pan ofthe Seller, any of his contractors, or anyofthe
Sellers or conu'actor's officers. agents or employees. In case any suit or other proceedings shall be brought against the
1'urchuser. or its officers. agents or employees at any time on account or by reason ofany act. action• neglect, omission
err 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 same at the Sellers own expense, to pay any and
all cosm charges, attorneys fees and other expenses, any and alljudgmenis that maybe incurred by m obtained against
the Purchase or any of its or their officers, agents or employees in such suits or other proceedings, and in case
judgment or other lien beplaced upon or obtained against the propeny of the Purchaser, or said parties in or as a result
ofsuch suits or other proceedings. the Sellerwill at once cause the same to Ile dissolved and discharged bygrvmg bond
m otherwise. The Seller and his contractors shall take all safclyprecautions, furnish and install all guads necessmyfor
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/_1009