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HomeMy WebLinkAbout130905 DEIGHTON ASSOCIATES LTD - PURCHASE ORDER - 9111306PURCHASE ORDER PO Number Page City of 9111306 t of s ' `t Collins This number must appear on all invoices, packing sli s and labels. Date: 03/02/2011 Vendor: 130905 Ship To: STREETS DEPARTMENT DEIGHTON ASSOCIATES LIMITED CITY OF FORT COLLINS 11 STANLEY COURT UNIT 1 625 NINTH STREET WHITBY Ontario L1 N8P9 FORT COLLINS Colorado 80524 Delivery Date: 03/02/2011 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price SOFTWARE UPDATE 1 LOT LS 55,000.00 DEIGHTON2_2011 PER WORK ORDER NUMBER DEIGHTON 2-2011 City of Fort Collins Director of Purchasing and Risk Management This order is not valid 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 Total $55,000.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By starrc the City of Fort Collins is exempt farm state and local tone. Our Escmptinn Number is 98-0,15D2. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is regisned .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 arc not to be replaced except open receipt of written instructions farm the City of Fort Collins. Inspection. GOODS are subject to the City of Fon Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon .strict perfnmancc of the tears and conditions hereof. fil lum or delay to cacrcrw any rights Or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, ncc recertnncc ofor payment for goods hcrcundcr or approval of the design, shall not release the Seller of any of the svarmntics or obligations of this purchas order and shall not he deemed a waiver of any right of the pnrehascr to insist upon strict performance hcrenfor any of its rights on remedies as to any such goods, regardless of when shipped, received or accepted, as to any prim or subsequent default hcrcundcr, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the .emus hereof. Final Acceptance Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS, authorized payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice. overcharges resulting farm antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspecion procedures. violations are in fact home by the Purchaser. Thcrdnfore, for good cause and as consideration for executing this purchase order. the Seller hereby assigns to the Pumhascr env and all claims it may now have or hereafter Freight Teats. Shipments must be F.O.P.. City of Fort Collins, 700 Wood St, Fort Collins CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the panialar goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately. the original freight purchased or acquired by the Purchaser punuanl to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. U, PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS, Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is Ifthe Purchaser directs the Seller to correct nonconfomting or defective goods by a date In hexgoeed upon by the expected farm the nearest distribution point to destination, and excess freight will be deducted from Invoice when Pnrchascr and the Scllcr, and the Scllcr thereafter indicates its inability or an" llineress to comply. the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means nanilabde to it and the Seller shall pay all costs av ocialed with such work. Permits. Seller shall procure at sellers sole cost all necessary permits. ecttiftenms and licenses required be all applicable la .%, regulations, ordinances and mles of the 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 liability and loss incurred by them by reason of an averted or established violation of any such laws, regulations, ordinances. mles wad requirements. Authorization. All panics to this contract agree that the representatives arc, in fact, bona fide and possess full and complete mnhority to bind ,said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the rents and conditions srated herein set Ranh and any supplementary or additional Remo and conditions aroused hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to r rive on your promised delivery date as noted. Time is of the essence. Delivery end performance must be effected within the tine ,rated on the purchase order and the documents attached herclo. No acts of the Purchnscrs including, without limitation, acceptance of partial late deliveries, shall opcmte as a wraivcr of this provision. In the event of any delay. the Purchaser shall have. in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages Howevcr. the Seller shall not be liable for damages as a result of delays due to causes not rensonnbly 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, flood, epidcnric,, war., or riots provided that notice of the 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 of any such delay. the date of delivery shall be extended Rube period equal to the time actually lost by reason of the delay. t. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will confront with applicable drawings, specifications, samples and/or other descriptions given. will be fit for the purpose intended, and perfomunl 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 houndess from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. 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 may be prescribed by law or by the mouser applicable wamanty provided by the Seller after the dare of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Sel lee Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this munanry. Except as otherwise provided in this purchase onler. the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany, of the foregoing warranties or guarantee.,. but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WA BRA NTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SIIALL APPLY. 4. CHANGES IN LEGAL TERMS. The Pumha ter may make changes to legal tears by wrinen change nrder. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any chances to the terms, other than legal terms, including additions to or deletions farm the quantities originally on creel in the specificalions or drawings by verbal or written change under. If any such change ti the amount due or the time ofperfommnce hcrcundcr, an equitable adjtsment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agrecmenl as to any or all pointers of the goods then not shipped. subject to any c,nimble adjustment bctwvca the panics as to any wark or materials then in pmgrcss provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncnniplcicd portion of the goods and/or work, for incidental or consequential damages. and that no such nriustmcnf he made in favor of the Seller with respect to any goods which arc the Sellers standard stock. No such temnoiflon shall relieve the Pnrchascr or the Seller ofany ofthcir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or termination is ondemd. S. COMPLIANCE WITH LAW, The Seller wtrmnts 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 galls arc subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All Imes 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 Ponchos, hamtlev from all costs and damages suffered by the Purchaser as a result of the Scllcrs failure 1. comply with such law. 9. ASSIGNMENT. Nchha party shall assign, transfer, or convey this order, for any monies due or to become due hcrcundcr without the prior written consent of the other pant. 10. TITL E. The Scllcr warrant full, elmr noel unrestricted title to the Purchaser for ail equipment, matcri ah, and heat., tarnished in performance of this agreement, free and clear of any and all liens, restrictions, reservation, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contactors of any tier farm all liability and claims of any nature resulting from the performnncc ofsuch work. This release shall apply wen in the event of fault of negligence of the panv released and shall extend to the directors, omens and employers ofsueh only. The Seller's contractual obligations, including wmmnry, shall not be deemed to be reduced, in any way, because such work is performed or cat ased to be perfirmicd by the Purchaser. 14. PATENTS, Whenever the Seller is required to use any design, device. material or process coverts by letter, patent. trademad: or copyright, the Seller shall indemnify and save harmless the Purchaser farm any and all claims for in fringcmcnt by reason of the use of such pm cried design, device, menial or process in connection with the contract. and shall indemnify the Purchaser for any cost. expense or damage which it may be obliged In pay by reason of Such in fringcmcnt at any time during the prosecution or after the completion of the wok. In cam said equipment or any pan thereof or the intended use of the goads, is in such suit held to constitute in fringcmcnt and the use of .said equipment or part is rammed. the Seller .shall. at its own expense and at its option, either procure for the Pnrchascr the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment. or modify it so it becomes nomin Dinging. 15. INSOLVENCY. If the Seller slmll become insolvent or bankrupt make an assignnrcul for the hencfit of creditors, appoint a receiver or tmstcc for any of the Sellets property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of Icons towed or the irenr ctonwo of the ngre,facm and the rights of all panics hereunder shall be construed under and governed by the Taws of the State of Cnlomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Scllcr Representatiwc(s). on the premises ofcthea. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry no said stork at Seller's own risk until the sine is fully completed and accepted, mud ,shop. in case of any accident, destruction or injury to the work and/or nintcrials before Sellers final completion and acceptance, complete the work of Scllcr's men expense and to the satisfaction ofthe Purchaser. When nuen"d, and equipment are famished by mhcr, for installation or erection by the Scllcr, the Seller shall receive. unload. store and handle same at the site and became responsible Iherefor as though such materials and/or equipment were being furnished by the Seller tinder the order. 18. INSURANCE. The Scllcr shall, at his own cxpense, pmvidc for the payment of workers compensation, including occupational disease benefit, to its employee., employed on or in connection with the work covered by this purchase order. nd/Or to their dependents in accordance with the laws ofthc state in which the work is to be done. The Seller shall also tarty comprchensnc general liability including. but not limited to, comaetual and automobile public liability insurance .with bodily ininry and death limits of at least S300.006 for ary one person, S500,000 for any one accident and property danngc limit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide for soh conrpensmion and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of mhos, the Seller shall furnish the Pumhnser with a ccniriemc that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance hart bccn provided. Such certificates shall 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 injury of any kind or nature whatsoever to persons or progeny caused by or resuhing Pont the execution ofthe work pmvidcd for in this purchase order or in connection herewith. The Seller will indcntnify and hold harmless the Puehoser and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect and whether to persons Or property to which the Purchaser may be put or subject by reason Offaly act action, neglect, omission or dcfn It on the part of the Seller, any of his contractors. of any of the Sellers or contractors officers. agents or employees, lit case any snit or Other proceedings shall be hronght against the Purchaser. or its officers. agents or emplovecs at ony time on account or by reason of any act, action, reglea, omission or default of the Seller of anv of his contractors or any of its or their officers, agents or employees as oforesoid. the Seller hereby agrees to assume the defense thereof and to defend the some at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgment that may be incurred by or obtained agninsl .lac Purchaser or any of its or their officers. agents or employees in such sails or other proceedings. and in case judgment or other list be placed upon or obtained against the property of the Purchaser. Or said panics in or two result of arch suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions. Garnish and install all guard necessary for the prevention of accidents, comply with all laws and n nilations with regard to safety including. but without limitation, the Occupational Safety and Health Act Of 1970 mul all odes and regnddhous issued pursuant tburcta. Revised 0312010