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HomeMy WebLinkAbout307089 AZTECA SYSTEMS - PURCHASE ORDER - 9957312City of F6rt Collins Page Number: 1 Date: 12/8/2009 Purchase Order Number: 9957312 Delivery Date: 12/7/2009 Buyer: O'NEILL,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 Cityworks Maintenance Agreemen 2 1 LOT Cityworks Maintenance Agreemen 3 1 LOT Cityworks Maintenance Agreemen 4 1 LOT Cityworks Maintenance Agreemen Traffic Operations Portion Natural Areas Portion Engineering Portion Streets Portion City of Fort CgWiny Director of Purchasing and Risk Management This order is rNIhalid 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 14,674.60 907.00 4,535.00 8,303.40 Total $28,420.00 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 local saxes. 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 39-20, 1 14 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due um defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of writen instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt ofthe merchandise. services or equipment in response to This order can result in authorized payment on the pan ofthe City of Foil Collins. However. it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Teats. Shipments must be F.O.B City of Fan Collins, 700 Wood St., Fort Collins, CO 80522, unless otherwise specified on this order. If permission is given to prepay freight and change sepatately, the original freight bill trust accompany invoice. Additional charges fur packing will not be ;accepted. Shipment Distance. Where manufacturers have distributing points in val inns pats of Ilie c Mary. shipment is expected fiom the nearest distribution point to destination, and excess fieieht will be deducted foal Invoice when shipments are made tram greener distance. Permits. Seller shall procure at sellers sole costal I necessary permits. certificates and licenses required byalI applicable laws, regulations, ordinances and rules of the state, municipality, tertitry or political subdivision where late work is performed. or required by any other duly constituted public authority having jurisdiction over the wink of vendor. Seller farther agrees to hold the City of Fun Collins harniless loam and against all liability anti loss incurred bythem by reason of an asserted or established violation of any such laws. regularions, ordinances, rules anti rcquben-us. Authorization. All parties to this contract agree that the representatives are, in tan. Ivan fide and possess fill and complete authority to hind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditiomstated herein set forth and any supplementaryor additional terms 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 ifyou cannot make complete shipment m a hive on your promised delivery date as noted. Time is ofthe essence. Delivery and perRnmance must be effected within the time stated on the purchase order and the documents attached hereto. No acts ofthe Purchasers including, without limmitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of anydelay, 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 dariages as a result of delays true to 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, thnnl, 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 ofany such delay, the date ofddircry shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller wanants that all goods, articles, materials and work covered by this order will confinma with applicable drawings. specifications, samples and/or other descriptions given. will be fit fit the 1) poses intended. and pet Iimned with the highest degree of care and competence in accordance with accepted standards lit \York of sinmilon nature. The Seller agrees to hold the purchaser ha niless fioar may loss. damage or expense which the I'utnhaser may sutler or inch on account ofthe Sellers breach ofwarranty. 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 time as truly be prescribed by law or by the terns of any applicable wananty provided by the Seller :titer the date of acccptarcc of the goods famished hereunder (acceptance not to be unreasonably delayed). resulting fi our imperfect or detective 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 wananty. Except as otherwise in in this purchase cutler, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the lot cgoing \rtr'antics or guarantces, 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 CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Ptrchaser may make any chaumges to the terns, other than legal terns, including additions to or deletions boat the quantities originally ordered in the specifications or drawings, by verbal tar \vrinen charge 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 ntay at anytime by written change order, terminate this agreement as to :any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to any work or naterials then in progress provided that the Purchaser shall not be liable for any claims for anticipated protts on the uncompleted portion ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favoref 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 thirty (30) days ftona the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller wanants that all goods sold hereunder shall have been produced sold, delivered and tarnished in strict compliance with all applicable laws and regulations to which the goods are subject.'Fhe Sellershall execute and deliver such documents as may be required to effect m evidence compliance. All laws ruin regulations required t be incorporated in agreements of this character are hereby ineopor:ued herein by this reti•rence. The Seller agrees to indemnify and hold the Purchaser harmless front all costs and damages suflered by the I'urchascr as a result of Ih,, Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source govennnenl contract" within the meaning of Article XXVIII ofthe Colorado Constitution ("Article XXVIII"), then the provisions of Section 15ofAilicle XXVIII are hereby incorporated into this [Agreement]. In such a case. if the [C'ontractorI or any other person \vho is a "contract holder" as defined in Section 2(4.5) of Article XXV III intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold :my sole source government 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, o convey this order, orally monies due or to brconte due hereunder without the prior written consent ofthe other piny. 10_ TITLE. The Seller wanants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, five 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 perfomance of the terns and conditions hereof, failure or delay to exercise any rights or 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 of the design. shall not release the Seller of any of the warranties or obligations of this purchase order:nd shall not be deemed a waiver of any right ofthe purchaser to insist upon strict I- holnmance• lielcol or any of its rights or remedies is to any such goods. regardless of when shipped, received on accepted. as to any prior or subsequent defatdt hereunder% nor shall any purported oral modification or rescission of -this purchase order by the Purchaser operate as a waiver of any ofthe terns hereof: 12, ASSIGNMENT 017 ANTITRUST CLAINIS. Seller and the Purchaser recognize that in actual economic practice. overcharges resulting floor antitrust violations are in fact borne by the Purchaser. Theretolore, for good cause and as consideration for executing this purchuseorder. the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state antitrust laws hit 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 cluccts 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 or unwillingness to comply, the Purchaser nvry cause the work to be perfonned 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 of any tier fionr all liabilityand claims ofany nature resulting fiom the net forniance of such work. I his release shall apply even in the event of lault of negligence ofthe party released and shall extents to the directors, officers and employees ofsuch p:uty. T he Seller's contractual obligations. including wananty, shall not be deemed to be reduced. in any way, because such work is perfonned or caused to be perfornned by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark or copyneht, the Seller shall indemnify and save harmless the Purchaser form any and all claims for ni ingenent by reason ofthe use ofsuch patented design, device material tar process in connection with the contract, and shall indenmify the Purchaser ft any cost, expense or d inage which it may be obliged to pay by reason of such inft'ingenaent at any tint,, during the prosecution or after the completion ofthe work. In case said equipment, or any pan thereof or the intended use of the goods, is in such suit held to constitute intlingement and the use of said equipment m part 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 or pans, replace the same with substantially equal but non-infi-inging equipment, or modify it so it becomes non-inf tuging. I INSOLVENCY. If ncc Seller shall bcconne insolvent or bankrupt, make an assignment for the benefit ofereditons, appoint a receiver or trustee lit ❑nv of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liabilit, 10. GOVERNING LAW. The definitions of terns used or the interpretation ofthe agreement and the rights of all patties hereunder shall Ix - 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 Represenlative(s), our the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall canyon said work at Seller's own risk until the same is fully conmpleted and accepted, and shall, in case orally accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, mplete the work at Seller's o\rn expense and to the satisfaction ofthe Purchaser. When materials and equipment arm furnished by others fur installation orerection 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 funmished hythe Seller under the order. 18. INSURANC'E. "The Sciler.chall. at Iris own expense, provide for the payment ofworkers compensation, includingocnlpstional disease benefits, to its enmployees ennployed on or in connection with the work covered by this purchase order, and/orto their dependents in accordance with the laws ofthe state in which the work is to be done. The Seller shall also tally comprehensive general liability including. but not limited to. court actual and automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person. S500.000 for any one accident ;and propeny damage limit per accident of.S40(l,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and instance. Beflue any ofthe Sellers or his contractors employees shall do any work upon the premises of others. the Seller shall finmish the Purchaser with a certificate that 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 bate when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire will is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability tit any and all damage, loss or injury of any kind or mute whatsoever 10 persons or property erased by or resulting flour the execution ofthe work provided for in this purchase order or in connection hcr'ewith. "File Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses. \viiethei direct in indirect. anti whether to persons or property to nvhich the Purchaser maybe put or subject ON, reason of act. action, neglect, omission or default on the port ofthe Seller any ofhis contractors, or any ofthc Sellers or contractors otficers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason ofany act, action, neglect, omission ,it default of the Seller ofany of his contractors or ally of its or their officers, agents or employees as aforesaid, the Sella hereby agrees to assume the defense thereof and to defend the sane at the Sellers own expense, to pay any lull all cost,. charges, atorncys lees and other expenses, any and alljudgments that may be incurred by or obtained against the Purchaser or any of its or their officers. agents tar employees in such suits or other proceedings, and in case judgment or other lien be placed upon orobtained against the propeny ofthe Purchaser, or said parties in or as a result ofsuch suits or other proceedings, the Sellerwill at once cause the same to be dissolved and discharged bygivingbond or oth—vise. The Seller and his contracrors shall take all safety precautions. furnish and install all guards necessarytint the prevention of accidents. comply with all laws and regulations with regmd 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