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HomeMy WebLinkAbout110816 UTILITY NOTIFICATION CENTER OF COLORADO - PURCHASE ORDER - 9111333City of a rt Collins Date: 03/03/2011 PURCHASE ORDER Vendor: 110816 UTILITY NOTIFICATION CENTER OFCOLORADO 16361 TABLE MOUNTAIN PKWY GOLDEN Colorado 80403 PO Number Page 9111333 1o12 This number must appear on all invoices, packing slips and labels. Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 03/03/2011 Buyer:. OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price Annual Membership - 2011 1 LOT EA 30,000.00 Monthly Service/customer items Total $30.000.00 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 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. Tits exemptions. By statute the City effort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-01502. FedmI Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hercnf. failure or delay to Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a), exercise any rights or remedies provided herein or by law, tnilnrc to promptly notify the Seller in the event of a breach, the acceptance ofrw payment for goods hereunder or approve ofthc design, shall not release the Sella of Goods Rejected. GOODS REJECTED due to failure to need specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit. may be removed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist open strict performance hcrcoter any of its rights ar remedies a, to any such grads, regardless instructions from the City of Fort Collins of when shipped. received or accepted. as to any prior or subsequent default hereunder, nor shall any purport oral modification or rescission of this p,.,chase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fen Collins inspection on arrival. hereof, Final Acceptance. Receipt of the merchandise. services or equipment in response to this order can msalt in 12. ASSIGNMFNT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fen Collins However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitmst ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact hems by the Purchaser. Theretofore. for good cause and as consideration for executing this purchase order the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Tcrms. Shipments most be F.O.H.. City of Fort Collins, 700 Wood St.. Fan Collins, CO 90522, unless acquired under federal or state amiuust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If pernission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pummm to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. %%here manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed urine by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice vehen Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Puchnscr shipments are made from greater distance. 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. Permits. Seller shall procure at sellers sole cost all necessary permits, cer ifieates and licenses required by all applicable laws, regulations, ordinances and roles of the state, municipality, territory or political subdivision where the work is perforated, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fen Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established %iodation of any such laws, regulations. ordinances, relcs 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 mid parties. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the tents and conditions stated herein set forth and any supplementary or additional tens and conditions annexed home, or incorporated herein by reference. Any additional or different temu and conditions pmposcd by seller arc objected in and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment In arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hcrcte. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate ace a waiver of this provision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable remedies. the option of pdacing 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 arc beyond its reasonable eomml and without its fault ofncgligeacc, such acts of God. aces ofeivil or military authorities, governmental priorities, Bret, suikes Bond, epidemics, wars 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 crony such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason ,fthe delay. 3. WARRANTY. The Seller warrants that all goods, articles materials and mark covered by This order will contemn with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of cam and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser homeless from any loss, damage or expense which the Purchaser may stiffer or incur on account of the Scllcr, breach of wamnty. The Seller shall replace, repair or make good, without cost to the purchaser. any defects or faults arising within one (O year or within such longer period of time as may be prescribed by law or by the terms ofany applicable warranty provided by the Seller after the date of acceptance of the good furnished hereunder (acceptmce not to be unreasonably delayed), resulting fmm imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver fany claim undo this warranty. Exeepl 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 warranties or guarantees, but such liability shall in no event include loss ofpmfits 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 wrincn change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tenets, other than legal terms. including additions to or deletions from 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 per(ommancc hereunder. an equitable adjustment shall be made. fi. TERMINATION& The Purchaser may at any time by written change order, terminate this agreement as in any or all portions of the goods then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in progress provided that the Purchaser shall not he liable for any claims for anticipated profits on the uncompleted portion of the galls and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which arc the Sellers stimulated stock. No such termination shall relieve the Purchaser or the Seller crony of their obligations as to any good delivered hoeundcr. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days From the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all good, sold hereunder shall have been produced, sold, delivered and furnished 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 and regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamdess fmm all costs and damages suffered by the Purchaser as i result of the Sellers failure to comply with such Irv. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this under, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Pumhescr for all equipment, materials. and items fiumished in performance of this agreement free and clear of any and all liens, restrictions reservations. secudty interest encumbrances and claims ofothcm. The Seller shall release the Purchaser sad its contractors affinity tier from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of Paull of negligence of the party released and shall extend In the difectars, officer, sad employees of such parry. The Scllcrs contractual obligations, including warmnly, shall not be decnmd to be reduced, in any way, because such work is performed 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 sive hamdcss the Purchaser Tom any and ill claims for infringement by reason of the use of such rammed design, device, material or process in connection with the contract. and shall indemnify the Purchaser for any cost, expense or damage which it may he obliged to pay by reason of such infringement at any time during the preseaiion or after the completion of the work. In case mid equipment, or any pan thereof or the intended use of the goods, is in such suit hold to constitute infringement and the use of said equipment or pan 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 parts, replace the simc with substantially equal but noninfringing equipment, or modify it so it becomes coninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors. appoint a receiver or trustee for any of the Sellers pmpcny or business, this order may forthwith be canceled by the Purchaser without liability, Ib. GOVERNING LAW. The definitions oficros used or the interprctntimn ofthc agrccmcnl and the rights ofall parties hereunder shall be construed under and governed by the laws ofehe State of Colorado. USA. The following Additional Condition., apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Repmsentative(s). on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is filly completed and accepted. and shall. in case of any accident. destruction or injury in the work and/car nmtcrials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the smixfnction of the Purchaser. When materials and equipment are famished by others for installation or erection by the Seller. the Seller shall receive, unload, store and handle same at the site and become reslxmsible therefor as though such materials and/or equipment wcee being furnished by the Seller under the order. IS. INSURANCE. The Seller 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 work is to be done. The Scllcr shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability ho mom with bodily injury and death limits of at least S300,000 for any one person, Ssoo,a10 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Scllcrs or his contractors employees shall do any work upon the premises of others. the Sellershall furnish the Purchaser .v ith a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have boon provided, Such eenifieams shall specify the date when such compensation and insurance expires The Seller agrees that such compensation and insurance shall he maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assnmcs the entire responsibility and liability for nay and all damage, loss or injury ofany kind or nature whatsoever to persons or pmpcny caused by or resulting from the execution ofthe work provided for in this purchase order or in cennection morwith. The Seller will indemnify and hold hnmdcss the Purchaser and my or all of the Purchasers omens, agents and employees from and against any and all claims, losses, damages charges or expenses. whether direct or indirecf, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the pan of the Scllcr, any of his contractors, or any of the Sellers or contractor, officers, agents, or employees. In rose any suit or other proceedings shall be brought against the Purchaser, or its efusers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors 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 seamier the Sellers own expense, to pay any and all costs, charges, attorneys fees mud other expenses. any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers. agents or employees in such snits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said panics in or as a result of nwh suits or other proceedings, the Scllcr will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors ,hall take all safety precautions, famish and install all gumrds necessary for the prevention of nccidems. comply with all laws ind mpolaions with regard In safely including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules ind regulitiona issued pursuant thereto. Revised 03/2010