HomeMy WebLinkAbout280216 JOHNSON CONTROLS INC - PURCHASE ORDER - 9957339Date: 12/8/2009
City of
F6rt Collins
Page Number: 1
Purchase Order Number: 9957339
Delivery Date: 12/8/2009- 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 LOT 64,397.00
Install NAE's at various sites
Sole source provider - per quote dated December 7, 2009.
Total $64,397.00
Invoice Address:
City of Fort C in Director of Purchasing and Risk Management City of Fort Collins
This order is alid over $5000 unless signed by James B. O'Neill ll, 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
I. COMMERCIAL DETAILS.
"fax exemptions. By statute the City of Fort Collins is exempt lion state and local taxes. Our Exemption Number is
98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of
Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-20. 114 (a).
Goods Rejected. GOODS REJECTED due to failure to meet specifications. either tvlien shipped Or due to defects of
damage in transit, may Ix returned to you for credit and are not to be replaced except upon receipt of written
instructions from the Citv of fort Collins.
Inspection. GOODS are subject to the City of Fort Collins inspection on ❑rr iva
Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in gut hotzed
payment on the part ofthe City of Fort Collins. However. it is to be understood that FINAL ACCEPTANCE is
dependent upon completion of all applicable required inspection procedures.
Freight Tema. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., For Collins. CO S0522, unless
otherwise specified on this order. If permission is given to prepay fi eight and charge separately, the original freight bill
must accompany invoice. Additional charges for packing will not Ixe accepted.
Shipment Distance. Where nmanufacturers have distributing points in various parts ofthe country, shipment is eyxaed
from the nearest distribution point to destination, and excess freight will be deducted fronn I nvoice when shipments are
made from greater distance.
Permits. Seller shall procure at sellers sole cost all necessarypermits, certificates and licenses required by ill applicable
laws, regulations, ordinances and rules ofthe state, municipality. tenimry 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 Foil Collins harmless front 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 arc. in fact. bona fide and possess full 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 tents and conditions annexed hereto or incorporated herein by reference.
Any additional or different ferns and conditions proposed by seller ate objected to and hereby rejected.
2. DELIVERY,
PLEASE ADVISE PURCHASING AGENT innneciately if you cannot stake complete shipment a, an iae On your
promised deliverydate as noted. Time is ofthe essence. Delivery and pel lornsunec most be effected within the lime
stated on the purchase order and the documents attached hereto. No :lets of time Purchasers including. wilhotn
limitation, acceptance ofpartial late deliveries, shall operate as a waiver ofthis provision. In 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 lit damages as a result Of delays due to
causes not reasonably foreseeable which are beyond its reasonable control and without its fault ol'negligence, such acts
of God, acts of civil or military authorities, governmental priorities. fires, strikes, flood epidemics, wins or riots
provided that notice ofthe conditions causing such delay is given to the Purchaser within live (5) days ofthe time
when the Seller first received knowledge thereof. In the event ofiny such delay. the date ofdelivery shall tx esten(led
fur the period equal to the time actually lost by reason of the delay.
3. WARRANTY.
The Seller waaants that all goods, articles, materials and work covered by this order will confunn with applicable
drawings. specifications, samples and/or other descriptions given. will be fit tux 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 may sublet or
incur on account ofthe Sellers breach of wa ranty. The Seller shall replace. repair or make good, without cost to the
purchaser, any defects or faults arising within one (I) year or within such longer period of time as any be presctilvd by
law or by the terns of any applicable waranty provided by the Seller aton the date of acceptance of the goods
furnished hereunder (acceptance tot to be unreasonably delayed), resulting lion imperfect or defective work clone or
materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a nvilivel of ❑nv
claim under this wartanty. Except as otherwise provided in this purchase Littler, the Sellers liability hereunder shall
extend to all damages proximately caused by the breach of any of the foregoing wall anties 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 stake changes to legal terns by written change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchases may make any changes to the terns, other than legal terns. including additions to of deletions floor the
quantities originally ordered in the specifications m drawings, by verbal of written change order. Ifanysuch change
affects the amount due or the time of performance hereunder, in equitable adjustment shall be made.
G. TERMINATIONS.
The Purchaser may at any time by written change order, terminate this agreement as many or:dl portions ofthc 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 for anticipated profits on the uncompleted portion ofthc
goods and/or work, for incidental or consequential dannages. ind that nO such adjustment be node in ta—r ofthe 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 adjustnment must be asserted within thirty (30) days fionn the date the change or termination is ordered.
S. COMPLIANCE WITH LAW.
The Seller wall ants that all goods sold hereunder shall have been produced sold delivered and furnished in strict
compliance with all applicable haws and regulations to which the goods are subject. 'File Seller shall execute and deliver
such documents its may be required to effect or evidence compliance. All laws and regulations required to be
incopmated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to
indenuf f., and hold the Purchaser harmless firm all costs and damages suflcred by the Purchaser as a result of the
Sellers failure to connply with such law.
If and only to the extent this [Agreement] constitutes it "sole source government contract" within the nnclling Of
Article XXVIII ofthe Colorado Constitution ("Article XXV III" ), then the provisions of'Scclion I5 ofAnicle XXVIII
ire hereby incorporated into this [Agreement]. In such a case, if the [Contractor] or illy other person who is a
"contract holder" as; defined in Section 2(4.5) ofAtticle 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 govenunent contact. or
public employment with the state of Colorado or any of its political subdivisions, for three years.
9. ASSIGNMENT.
Neither party shall sign, transfer, m convey this order, or any ninnies due or w become due hereunder without the
prior written consent ofthe other party.
im�ltln�a
The Seller Winans bill. dear and unrestricted title to the Purchaser for all equipment• materials. and iteas furnished in
perl'onnance of this agreement, fiee and clear of any and all liens. restrictions, reservations, security interest
encumbrances and claims of others.
11. NON'WAIVER.
Failure of the Ptuchaser to insist upon strict performance ofthe terns and conditions hereof, failure or delay to
exercise any rights or remedies provided herein or bylaw. fiihue to promptly notify the Seller in the event of a breach,
the acceptance of or payment fix goods hereunder or approval ofthe design: shall not release the Seller of any of the
warrant ies or obligations of this purchase order and shall not be deemed a waiver of any right of the purchser to insist
upon strict performance hereof or any of its rights m 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 of
rescission of this purchase order by the Purchaser operate is a waiver of any of the tens hereof.
1''. ASSIGN\%IFNF OF AN'1'1'I'RUSI' CLAIMS.
Seller and the Purchaser recognize that in actual economic practice, overcharges resuhing from antitrust violations are
in last borne by the Purchaser. Therctotixe, for good cause and as consideration lilt executing this purchaseoider, the
Seller hereby assigns to the Purchaser any and all clains it may now have or hereafter acquired under federal or state
antitrust laws lol 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 thereafter indicates its inability m unwillingness to Comply. the Purchaser may
cause the walk 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 the Purchaser and its contractors ofiny tier from all liability and claims of any nature resulting
from the performance 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 puny.
Tine Seller's contactual obligations. including warranty, shall not be deemed to be reduced, in anyway, because such
work is pertimned 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 from any and all claims for infiingenment byre;son
of the use of such patented design, device, nmateriil or process in connection with the contract, and shall indemnify the
I'urchaser fix any cost, expense or clamage which it may be obliged to pay by reason of such infringement at any time
during the In osecut ion Or after the completion of the work. ]it case said equipment, or any pan thereof or the intended
use ofthe goods, is in such suit held to constitute infiingentent and the use of said equipnnent or pan is enjoined, the
Seller shall. at its Own expense and at its option, either procure fix the Purchaser the right to continue using said
equipment or parts, replace the same with substantially equal but non -infringing equipment. or modify it so it beconles
non-intiinging.
15. INSOLVENCY,
If the Seller shall become insolvent or bankrupt, make an assignment fix the benefit ofcreditois• appoint a receiver or
trustee for any of the Sellers properly 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 panics hereunder shall be
consmued under and governed by the laws ofthe State of Colorado, USA.
The follomving Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the
services of Scllers Representative(s). on the premises of others.
17. SELLERS RESPONSIBILITY.
The Seller shall carryon said work at Seller's own risk until the same is hilly completed and accepted, and shall, incase
of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance,
mplac uhc work art Srllrr's otvn capense and to the sitisfaaion ufthe Purchaser. When materials and equipment are
furnished by others fix installation or erection by the Seller, the Seller shall receive, unload, store and hindle same at
the site and become responsible therefor as though such materials and/or equipment were being furnished bythe Seller
tinder the order.
IS. INSURANCE.
The Seller shall, at his own expense, provide fur 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
comprehensive general liability including. but not limited to. contractual and automobile public liability insurancewith
todily injury and death limits of at least S300.000 for any one person. S500.000 for anyone accident and property
danmace limit per accident of S400,o00. The Seller shall likewise require his contractors. if any. to provide for such
compensation and insurance. Belize illy ofthe Sellers or his contractors employees shall do illy work upon the
premises of others, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance hive
been provided. Such certificates shall specify the date when such compensation and insurance have been provided.
Such certificates shall specil'v the (late when such compensation and insurance expires. The Seller agrees that such
compensation and insurance shall be nnainmined until after the entire work is completed and accepted.
19. 11ROTECFION AGAINST ACC'I DENTS AND DAMAGES.
The Seller hereby assunnes the entire responsibility and liability for any: nd ill damage, loss or injuryof any kind or
nature whatsoever m persons or properly 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 anym all of
the Purchasers officers. agents and employees from and igainst any and all clains, losses, damages, charges or
expenses, whether direct or indircct• and whether to persons m property to which the Purchaser maybe put or subject
by reason of any act• action. neglect• omission of default of the pan ofthe Seller. any ofhis contractors, art any ofthe
Sellers oncontractors officers, agents In employees. In case anysuit orother proceedings shill be brought against the
Purchise, or its officers, agents or emmployees ai any timme on account or by reason of any act, action, neglect, onmission
or default ofthe Seller of any of his contractors or my of its or their officers. agents or employees as aforesaid, the
Seller hereby agrees to assume the clefeuse 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 illjudgnnents that nay 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 orother lien be pliced upon or obtained agiinst the property ofthe Purchaser, m said pan ies in oras a result
of such suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged by giving bond
r othenrisc.'I'he Seller and his contractors shall take all safety precautions• furnish and install all guards necessaryfor
the prevention tit' 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