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HomeMy WebLinkAbout103941 CITY OF FORT COLLINS MISC - PURCHASE ORDER - 9957138Date: 12/1 /2009 City of /,.fit Collin7 s Page Number: 1 Purchase Order Number: 9957138 Delivery Date: 12/1/2009 Buyer: BONNETTE, ED Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: PER INVOICE #50589 DATED 11/24/09. Line Qty/Units Description Extended Price 1 1 LOT 30,048.00 2009 Opticom Maintenance i Total $30,048.00 Invoice Address: City of Fort CqtffnDirector of Purchasing and Risk Management City of Fort Collins This order is rfQlhalid 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 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and 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, 114 (a). 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 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 part of the City of Fort Collins. However, it is to be understood [lint 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. I f permission is given to prepay freight and charge separately, [he original feight 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 fiom the nearest distribution point to destination, and excess freight will be deducted fionn 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 ofthe state, municipality, territory 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 Fort Collins harmless from and against all liabilay 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 ae. in fact, Iwna fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Orderexpressly 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 ifyou cannot nmrke complete shipment to anive on your promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the tittle stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this 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 for damages as a result of delays due 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, govertantental priorities, fires, strikes, flood, epidemics. wars or riots provided that notice of the conditions causing such delay is given to the Purchase within five (5) days of the time when the Seller first received knowledge thereof. In the event ofany. such delay. the date of delivey shall be extended 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 conknm with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and perfommed 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 fion any loss, damage Or expense which the Purchaser may suflcr or incur on account ofthe Sellers breach of wawa ty. The Seller shall replace. repair or nnake good. without cost to the purchaser, any defects m faults arising within one (1) year or within such longer period of tine as nnay be prescribed by law or by the terns of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting horn imperfect or defective work done", materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver 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 foregoing wan anties of 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 terms by written change order. 5. CHANGES IN COMMERCIAL TERMS, The Purchaser may make any changes to the terms, other than legal [ems. including additions to or deletions fionm the 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, an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser rtay at anytime by written change order, terminate this agreemen as to any or all portions ofthe goods then not shipped, subject to any equitable adjustment between the parties as m any woo k m materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment he made in favorofthe 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 from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws anti 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 ofthe 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 XX V I I I ofthe Colorado Constitution ("Article XX V I I I" ). then the provisions of Section 15 of Article XX V I I I are hereby incorporated into this [Agreement]. In such a case, if the lConu'actorl or any other person who is a "contract holder" as defined in Section 2(4.5) of Article XXV I11 intentionally violates Section 15 or Section 17(2) of Article XXVI11, then the [Contractor] agrees it shall be ineligible to hold any sole source government contract, or public employment with the state of Colorado or any of its political subdivisions, fix three years. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, orally monies due or to become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Seller wannnts full. clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in peifonnance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 1I. NONWAIVER. Failure ofthe Purchaser to insist upon strict performance ofthe teens and conditions hereof, failure m delay to exercise any rights or remedies provided herein m bylaw, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder m approval ofthe design, shall not release the Seller of any ofthe warant ies or oblignt ions of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereof or 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 hereunder, not shall any purported oral modification or rescission Of this purchase order by the Purchaser operate as a waiver of any ofthe tents hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice. overcharges resulting from antitrust violations are in fact boon, by tine Purchaser. Theretofixe, for good cause and consideration for executing this purchaseorder, the Scller hereby assigns to the Purchaser any and all clams it nay now have or herenfier acquired under federal or state antitrust laws for such overcharges relating to the particulm 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 work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. 'file Seller shall release the Purchaser and its contractors of any tier from all liability and claims ofany nature resulting from the performance of such work. This release shall apply even in the event Of truth of negligence ofthe party released and shall extend to the directors, ollicers and employees of such party. The Seller's contracted obligations. including warranty. shall not be deemed to be reduced. in any way, because such work is performed m caused to be performed by the Purehnsci. 14. PATENTS. Whenever the Seller is required to use any design, device. material or process covered by letter, patent, trademark o copyright, the Seller shall indenmify and save harmless the Purchaser Iron any and all claims for infringement by reason of the use of such patented design, device, material m process in connection with the contract. and shall indemnify the Purchaser for any cost, expense or damage which it maybe obliged to pny by reason of such infringement at any time during the prosecution or after the completion of the work. fit case said equipment, or any part thereof or the intended use ofthe goods, is in such suit held to constitute infringement and the use of said equipment or 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 m pats. replace the s:une with substantially equal but non -infringing equipment, or modify it so it beconnes non -infringing. IS. INSOLV ENCY. If the Seller shall become insolent or bankrupt, make an assignment for the benefit ofcreditors, appoint a receiveror trustee for any of the Selles property m business, this order may forthwith be canceled by the Purchaser without liability. Ib. GOVERNING LANV. The definitions of teas used or the interpretation ofthe agreement ,and the rights of all parties hereunder shall be construed under and governed by the lass ofthe 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 Repiesentative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall early on said work at Seller's own risk until the same is fully completed and accepted. and shall, in case Of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the well, at Seller's own expense and to the satisfaction ofthe Purchaser. When materials and equipment are furnished by others for installation of 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 famished by the Seller under the order. 18. INSURANCE. 'the Selle shall, at his own expense, provide for 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 laws of the state in which the wok is to be done. The Seller shall also carry conyxelmensive general livability including, but not limited to, couracttaal and autonnobile public liability insurance wilh bodily injury and death limits of at least .$300,000 for any one person. $500.000 fix any one accident and property damage linmit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide for such conpensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises ofothers, the Seller shall foolish 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 date when such compensation and insurance expires. The Selle agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINSTACCIDENTS AND DAMAGES. 'file Seller hereby assumes the entire responsibility and liability fur any and all damage, loss or injuy orally kind or nature whatsoever to persons or property caused by m resulting front [he execution of the work provided for in this purchase order m in connection ]lerewith. The Seller will indemnify and hold harmless the Purchaser and any of all of the Purchasers officers, agents and employees from and against any and all claims. losses, damages, charges or expenses, whether direct m indirect, and whether to persons or property to which the Purchase may be put or subject by reason of any act, action, neglect, omission m default on the part ofthe Seller, any of his contractors, or any ofthe Sellers m contractors officers, agents m employees. In case any suit or other proceedings shall be brought against the Purchaser, or its offices, agents on employees at any time on account of by reason of any act, action, neglect. omission or default of the Seller of any of his contractors or any of its of their officers. agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the sane at the Sellers own expense, to pay any and all costs, charges. attorneys fees and other expenses, any and alljudgments that nay be inured by or obtained against the Pm'ChnSel or any of its or their officers, agents or employees in such suits on other proceedings, and in case judgnment or other lien be placed upon or obtained against the property ofthe Purchaser. or said parties in urns a result of such suits m other proceedings, the Seller will at once cause the same to be dissolved and discharged bygiving bond Or otherwise. The Seller and his contmactors shall take all safety precautions, furnish and install all guards necessrayfor 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 04/2009