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HomeMy WebLinkAbout130905 DEIGHTON ASSOCIATES LTD - PURCHASE ORDER - 9111305City of �„ art Collins PURCHASE ORDER Date: 03/02/2011 Vendor: 130905 DEIGHTON ASSOCIATES LIMITED 11 STANLEY COURT UNIT 1 WHITBY Ontario L1 N8P9 PO Number Page 9111305 1of2 This number must appear on all invoices, packing slips and labels. Ship To: STREETS DEPARTMENT CITY OF FORT COLLINS 625 NINTH STREET FORT COLLINS Colorado 80524 Delivery Date: 03/02/2011 Buyer: JOHN STEPHEN Note Line Description Quantity UOM Unit Price Extended Ordered Price SMP SOFTWARE TRAIN 1 LOT LS 59,505.00 DEIGHTON12011 PER WORK ORDER NUMBER DEIGHTON 1-2011 C3. Oi'le,-a2� City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, 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 $59,505.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchasc Ordcr Tcmis and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By su m i, the City of Fort Collins is exempt fmm state and local taxes.Our Exemption Number is 11. NONWAIVER. 98-I1,1502. Federal Excise Tax Exemption Cenificute of Registry 54-0000597 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof failure or delay to Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (n). exercise any rights or ,candies provided herein er by law, failure to promptly notify the Seller in ,he even, of a breach, the acceptance of or puyaenl for goods hereunder or approval of the design shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications. either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not he deemed a waiver of any right of the damage in transit. may be returned to you for credit and arc not to he replaced except upon receipt of wrinen purchaser to insist upon strict performance hereof or any of it rights or remedies as to any such goods, regardless instructions from the City of Port Collins. of when shipped, received or accepted, is to any prim or sobsequcul default hcrcmlder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate is a waiver of any of Ibc terns Inspection. GOODS arc subject to the City of Pon Collins inspection on arrival. hereof. Final Acceptance Receipt of the merchandise, sanices or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAI\IS. authorized payment Oa the pan of the City of Fort Collins. Howvvec it is to be understrod that FINAL Seller and the Purchaser recognize that in actual economic practice. overcharges resulting form antilm5t ACCEPTANCE is dependent upon completinn ofall applicable required inspection procedures. violations arc in fact borne by the Purchaser. Theretofore. for good cause and fie consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or heref Ocr Freight Tema. Shipments must be F.O.D.. City of Fort Collins. 700 Wood St.. Fort Collins. CO 80522. unless acquired under federal or state antitrust laws for such overcharges rotating to the particular grads or services othenviac specified oa this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this Purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is If the Purcbaser directs the Seller to correct nonconforming or defective grads by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted fmm Invoice when Purchaser and the Scllcr, and the Seller ihere.a0er indicates its inahility or unwillingness to comply, the Puchnscr shipment arc made fmm greater distance, may cause the work to be performed by life most expedilioas means available to it, and the Seller shall pay fill casts associan d with such work. Permits. Seller shall procure at sellers sale cost all necessary permits, certificates and licenses required by all applicable laws. regulations, ordinances and odes of the state, municipality, territory of 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 igaina ill liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, roles and requirements. Authorimtion. All panics to this contract agree that the representatives arc, in fact, bona ride and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchasc Older expressly limits acceptance to the ,eons and conditions sated herein set Furth and any supplementary or additional ,emu and conditions annexed hereto or inceHmomtcd herein by reference. Any additional or different Parana and conditions pmpesed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and perfor,znce must be effected within the time ,tried on the purchase order and the drenniems Punched herein. No acts of the Purehn,ers including, without diniurtion, acceptance ofpartial laic dclivcrics, shall operate as a waiver of this provision. In the even, of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofpdacing this order elsewhere and holding the Seller liable for damages. Iimvever, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and withoul its fmilt of negligence. ,inch acts of God, acts of civil or military authorities, governmental priorities, fires. strikes. food, epidemics, wars or Puts provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller firs, received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually Inst by meson ofthe delay. 3. WARRANTY. The Seller warrants that all gads, articles. materials and wad: covered be this order will conform with applicable drawings, specifications, samples mallet other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and enmpetence in accordance with accepted standard for work of a similar nature. The Seller agrees to hold the purchaser harmless fmm any loss, damage ur expense which the Purchnscr 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 Procne, may be prescribed by law or by the terms ofany applicable wamnty provided by the Seller after the date of acceptance of the goods furnished hereunder (.acceptance not to be unreasonably dchiyed), resulting from imperfect or defective work done or materials burnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this v:rinnnty. Except as otherwise provided in this purchac order, the Sellers liability hereunder shall extend to all damages proxinn,cly caused by the breach crafty of Ow foregoing anomalies at guarantees. but such Iiabiliry shall in no event include loss ofprofms or loss of usc. 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 wrinen change order. 5. Cl IA NGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the temw, other than legal terms, including additions to or deletions from the quantities originally oMemd in the specifications or drawings, by verbal or ,wrinen change nnler. If any such change affects the amount due or the time ofpeHorance hereunder, as equitable idj,,,tnent shall he made. fi. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all poniro, of the prod then not shipped, subject to any equitable ndjusur ent betimen the parties as faulty work or materials then in progress provided that the Purchiscr shall not be liable for any claims for anticipated profits on the uncompleted Portion of the goods and/or work, far, incidental or consequential damages, and that no such mijusmtent be made in favor of the Seller with respect to any goods which are the Scllcrs standard stock. No such termination shall relieve the Purchaser or the Seller fany ftheir obligations as to any gaud delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) day., fmm 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 fumished in strict compliance with all applicable laws and regulations to which the good ate subject. The Seller shall execute and deliver such danments as may be required to effect or evidence conmpliance. All laws and regulalions required to be incoporated in agreements of this chamfer arc hereby incorporated herein by this reference. The Seller names to indemnify and hold the Purchact harmless from all cost and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign. transfer, or convey this order, or any monies due or to become Line hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrant full, clear and unrestricted title to the Purchaser for all equipment, materials, ind items finished in performance of this agreement. free and clear of any and all liens restrictions, rescrvmions, security interest encumbrances and claims of mhos. The Seller shall release the Purchasc, and its contractors of any tier from nil liability and claims of any nature resulting fmm the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees ofsnch parry. The Seller's eontmetual obligations, including warrany. shall net be deemed to be reduced, in any way, because such work is performed or caused to be perfomwd by the Purchnscr. 14. PATENTS. Whenever the Seller is required to use any design, device, material Or pmccss covered by letter, patent. trademark or copyright, the Scllcr shall indemnify and save humorless the Purchaser front any and all claims for infringement by reason of the use of such patented design. device. material or Process in connection with the contract, and shall indemnify the Purchiscr for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any lime during the prosecution or flier the completion of the work. In case said equipment, or any pan thereof or be intended use of the goods, is in such soil held to constitute infrinecmctn and the use of said cquipment or part is enjoined, the Seller shall, at its men expense anti it its option. either procure for the Purchaser the right to continue using said equipment or pans, repince the same with substantially email but noninfringing equipment. or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bunkmpl. make an assignment for the hencrit of creditors, appoint a receiver Or trustee for any of the Sellers; property or hm,iness. Ibis order may forthwith be canceled by the Purchaser n'ithmn liability. 16 GOVERNING LAW. The derinitions of,crms used at the interpreadon of,hc agreement and the rights of all panics hereunder shill be 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 Scllcrs Reprcsontative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller Shull carry On said work at Seller's own ri,k until the ,unie i, filly completed and ucceucd, and shall. in ease of any eccuenl, destmclion or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or erection by the Seller, the Seller shall receive, unlnnd, store and handle sPmc at the site fad become responsible therefor a, though such materials and/or equipment were being furnished by the Seller under the order. IR. INSURANCE The Seller shall. at his own expense, pmvidc for the payment of workers compensation. including occupational disease benefits, to it employees capdoycd on or in connection with the work eorcrcd by this purcba,e order. and/or to their dependents in nccordance with the laws of the state in which the wok is to be dens. The Seller shall also can, comprchcowe general liability including. but not limited to, contacted and automobile public liability insurance with hmlily injury and death limit of at least S306,000 for any one person. S500.000 For any one accident and pmpeny dm.agc limit per accident of 540(L000. The Seller shall likewise require his contractors, if any, In provide for such compensation and inwimnce, Before any of the Scllcrs or his contractors empinyees Shall do any work area the premises Of nth,¢ the Seller shall Finnish the Purchaser with a ecnifiemc that such mmpeusntion awl insurance have been proidid. Such eeniricxtes shall specify the date when such compensation rout insurance have been provided. Such certificates,lall specify the date when such conmencation and insurance expires. The Seller agrees that such cempcoation and insurance shn If be maintained until after the entire work is completed find accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAbIAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage loss Or injury truly kind of nature whatsoever to Persons of property caused by of resulting fmm the execution ofthe work provided for in ,his purchase order or in connection herewith, The Seller will indemnify and hold harmless the Parchasor and any or all of the Purehisem officers. agents and cmployecs from and against any and all claims, losses, damages, charges or expenses, ,bother direct or indirect. and whether to parson, or pmperty to which the Purchaser may be put or subject by reason of any act, action, neglect omission nr default an the pan of the Seller, any of his contractors. or mnv of the Solders or contractors e(feem, agents or employees. In case any suit or other Proceedings shall be brought against the Purchaser. of its offners, agent, or employees at any time on account or by reason of any net, notion, neglect. omission of default of the Seller of tiny of his contrnetom or any of its Or their officers. agents Or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the scone it the Sellers own expense. to pay any and all costs. charges, attomcys fees and other expenses. any ,ad PI] judgment that may be incurred by Or obtained against the Purchaser or any of its of their of iccm. agents or employees in such suits or other pmccci ings, and in case judgment or other lien be placed upon Or obtained against the property of the Purchnscr, or said panics in or as a result ofsuch suits or other proceedings, the Seller will at once cause the same to be diswhod and discharged by giving bond or otherwise. The Scllcr and his eontraeors shall take all safety precautions, furnish and install all guards necessay for the prevention of accidents, comply with all Imes and rceulations with regard to .safety including, but without liaimlion, the Occupational Safety and Health Act of 1970 and ell rules and regulations issued pursuant thereto. Revised 03/2010