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HomeMy WebLinkAbout278986 AMX INTERNATIONAL - PURCHASE ORDER - 9955456 (3)Date: 12/10/2009 City of F6rt „Collins Page Number: 1 Purchase Order Number: 9955456 Delivery Date: 9/8/2009 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 80,000.00 JDE 9.0 UPGRADE 2009 PORTION WORK ORDER 1047-2 PER WORK ORDER 1051-2/1047-2 SIGNED 12/9/09. -ECB Total $80,000.00 Invoice Address: City of Fort CotTinyDirector of Purchasing and Risk Management City of Fort Collins This order is n alid over $5000 unless signed by James B. O'Neill II, CPPO Accounting Department City of Fort Collins Purchasing, PO Box 580, Fort Collins, CO 80522-0580 PO Box 580 Phone: 970-221-6775 Fax: 970-221-6707 Email: purchasing@fcgov.com Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions L COMMERCIAL DETAILS. Tax exemptions. By statute the City of Foil Collins is exempt fonh state a nd local tares. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Regisu'y 84-60005S7 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973. Chapter 39-2o. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in uansit,.may be resumed to you for credit and are not to be replaced except upon receipt of written instructions front the City of Fort Collins. Inspection, GOODS are subject to the City of For Collins inspection on aniva Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payment on Elie par of the City of For Collins. However, it is to be understood that 171 NAL ACC E, PTANC3 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 90522, unless otherwise specified on this order. If permission is given to prepay fi'eieht and charge sepattel}•. the origin:d fYcight bill must acconnpany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where nunufacturers have distributing points in various parts of the country, shipnnenl is expected from the nearest distribution point to destination, and excess freight will be deducted front invoice when shipments me made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits. certificates and licenses required byall 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 authofiity having jurisdiction over the work of vendor. Seller fiuther agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them 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 are. in fact. bona fide and possess lull 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 tems and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT inhmedimely if }•oar cannot make complete shipment to an'ive on your promised delivery date m noted. Time is ofthe essence Deliveiy and performance must be eflected within the tittle stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofparial late deliveries, shall operate as a waiver of this provision. In the event Ofonydelay, 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 a result ol'dclps due no causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofueghgenee, such acts of God, acts of civil or military authorities, govenunentnl priorities, tires, strikes, flood, epidemics. wars or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days of fhe time when the Seller firsta'eceived knowledge thereof, In the event of any suet delay. the date of delivery still le cstendcd 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 coveted by this order will conf nut with applicable drawings, specifications, samples and/or other descriptions given, will be fit lot the proposes intended• and perfontecl with the highest degree of care and competence in accordance with accepted standards finwork ofa similar nature. The Seller agrees to hold the purchaser harmless font any loss, damage of expense which the Purchaser may su Rem or incur on account ofthe Sellers breach of warranty. The Seller shall replace repair or make good, without cost to the purchaser, any defects m' faults arising within one (1) year or within such longer period of time ns ntay be prescribed by law or by the tens of any applicable warranty provided by the Seller alien the (late of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting flo imperfect or defective mvork dune or materials furnished by the Seller. Acceptance m use of goods by the Piucha5e' shall not constitute a waiver of any claim tutder this wannnty. Except as otherwise provided io this purchase order. the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any ofthe tbregoing warranties or guar:ulecs, 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 nay make changes to legal tents by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the teats, other than legal terms, including additions to or delet ions fontthe quantities originally ordered in the specifications or drawings, by verbal m' written chance 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 nay at any time by written change order, terminate this agreemfieat ns to soy m all portions ofthe goods then not shipped, subject to any equitableadjustment between the parties as to arty work or materials then in progress provided that the Pmehaser shall not be liable for any cainss Porn anticipated profits on the uncompleted portion of tile goods and/or work, for incidental or consequential damages. and that no such adjusunent be node 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 mast be asserted within thirty (30) days font the date the chance 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 Imes and regulations to which the goods to e 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 armless from all costs and damages suffered by the Purchaser as a result ofthe Sellers f;nilure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source governnfient contract" within the meaning of Article XXV I11 ofthe Colorado Constitution ("Article XXVIII•'), then the provisions of Section 15 ofAnicle XXVIII are hereby incorporated into this [Agreement]. In such a case, if the [Contractor) or anv other person who is a "contract holder" as defined in Section 2(4.5) ofAnicle XXV III intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source govammeal 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 perry. 10. TITLE. The Seller wai i ants full. clear and unrestricted title to the Purchaser for all equipment, materials, afid itents furnished in performance of this agreement. five and clear of any and all liens, restrictions, reservations. security interest encumbrances and claims of others. I I_ NONWAIVER. Failure of Elie Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any rights or rcnhedies provided herein or by law, failure to promptly not ity the Seller in the event ofa breach, the acceptance of or payment for goods hereundet or approval ofthe design, shall not release the Seller of any ofthe wanant ies or obligations of Ihis purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict perlot rance hereof or any of its rights or renhedies as to any such goods. regardless of when shipped, received or accepted, as rat any prior or subsequent default hereunder, not shall any purported oral nnodifieation or rescission oi'this purchase order by the Purchaser operate as a waiver of any of the tenths hereof. 12. ASSIGNMENT 017 ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antin'ust violations are in tact horse by the Purchaser. *]'heretofore. for rood cause and as consideration fur executing this purchase order, the Seller hereby assigns to the Purchase' any and all claims it may now have or hereafter acquired under federal or state antitrust laws to, such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuchnt to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. 1 f the Purchaser directs the Seller to correct nonconforming of defective goods by a date to be agreed upon by the Pnr'claser" and the Seller. and the Seller thereafter indicates its inability of umvillingness to comply, the Purchaser may cause the work to be perf ed by die most expeditious means available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchmer and its connectors ofany tier tom all liability and claims ofany nature resulting firm the pertoinhance ofsuch 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 Seller's contractual obligations. including wan'anty, shall not be deemed to be reduced. in anyway, because such work is petitioned 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 or copyright, the Seller shall indemnify and save harmless the Purchaser front:uy and allchains for infiinge net byreason of the use of such p:uented design, device, material or process in connection with the contract, and shall indemnify the Purchaser lie any cost. expense m damage which it maybe obliged to pay by reason of such infingentent at anytime dm'ing the prosecution or after the completion of the work. In case said equipnunt, or any pan thereafor the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part is enjoined, the Seller shall, at its otvn expense and at its option, either procure tin' the Purchaser the right to continue using said equipment or pins, replace the saune with substantially equal but non-inf}inging equipment, or modify it so it becomes nun-intiinuing. 15. INSOLVENCY, If the Seller shall beconhe insolvent or bankrupt, stake an assignment fin'the benefit ofcreditors. appoint a receiveror trustee it any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terns used or the interpretation ofthe agreement and the rights of all parties hereunder shall be construccl under and governed by the laws ofthe State of Colorado. USA. The litlowing Additional Conditions apply only in cases where the Seller is to perfinm work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall cant' on s;fiid work at Seller's otvn risk until the sane is ftdtycompleted and accepted. ❑n(I shall, incase of any accident. destruction or injury to the work and/or nmaterials before Seller's final completion and acceptance, mplete the work art Seller's otvn expense and to the satisfaction ofthe Purchaser. When materials and equipment it funished by others fin' installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible Iherefot as though such tilitei ials and/or equipment were being furnished by the Seller under the order. 18. INSURANC'.E. The Seller shall, at his own expense, provide for the payment ofw•orkers 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 of the state in which the work is to be done. The Seller shall also can)' 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 danhage limit per accident of $400,000. The Seller shall likewise require his contractors. if any. to provide for such connpensation and insurance. Hetiue any ofthe Sellers or his contt'actors employees shall do any work upon the prenfiises ofothers. the Seller shall furnish the Purchaser with a certificate that such connpensation and insurance lave Item provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shill 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 injuryof any kind or nature whatsoever nn persons or property caused by m resulting from the execution of the work provided for in this purchase order of in connection herewith. The Seller will indemnify and hold hroaamle55 the Purchaser and any m all of the Purchasers officers, agents and employees front and against any and all claims, losses, damages, charges or expenses. whether director indirect, and whether to persons or propeny to which the Purchaser maybe put orsubject by v.on of❑ny act, ;fiction, neglect, omission or default on the pan oft he Seller. any of his contractors, or any ofthe Sellers or conu'actors otlicer;s. agents or employees. In case any suitor other proceedings shill be brought against the Purchaser: or its officers, agents or employees at any time on account or by rrtson ofany act, action, neglect, omission or default ofthe Seller of any of his contractors or any of its or their of kerns, 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 costs. charges, attorneys fees and other expenses, any and alljudgnhents that maybe incurted 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 of her lien be placed upon or obtained against the propeny of the Purchaser, or said putties in or as a result ofsuch suits or other proceedings. the Seller will at once cause the same to be dissolved ancf dischavgedbygiving band or otherwise. The Seller and his contractors shall take all safety precautions. ffunish and install all guards necessary fort 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)