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HomeMy WebLinkAbout425774 ESRI INC - PURCHASE ORDER - 9111337Fort Collins PURCHASE ORDER PO Number Page 9111337 1o12 This number must appear on all invoices, packing slips and labels. Date: 03/03/2011 Vendor: 425774 Ship To: MIS ESRI INC CITY OF FORT COLLINS ONE INTERNATIONAL CT 215 N MASON, 3RD FLOOR BROOMFIELD Colorado 80021-3200 FORT COLLINS Colorado 80524-4 Delivery Date: 03/03/2011 Buyer: ED BONNETTE Note: PER QUOTE #25463271 FROM MANUAL BALLESTEROS TO DAN COLDIRON 2/25/2011. ENTERPRISE LICENSE AGREEMENT MAINTENANCE 6/1/2011-5/31/2012. Line Description Quantity UOM Unit Price Extended Ordered Price ENTERPRISE LICENSE AGREEMENT MAINTENANCE 6/01/11-5/31/12 U 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 1 LOT LS Total $86,000.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tenns and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City Cf Fon Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAI VER. 98-64502. Federal Excise Tax Exemption Ccnifieate of Registry 84-6000587 is regislcrcd with the Collector of Failure of the Purchaser to insist neon strict perfomtance of the terms and conditions hereof 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, failure to promptly notify the Scllcr in the event era breach, the acceptance of or payment for Foods 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 at due to defects of any of the wtnmalies or obligations Of this purchase oMcr and shall not be deemed a waiver of any right of the damage in transit, may be reamed to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hereofor any of its rights or remedies us to any such goods, rcgmdlcss instructions from the City of Fort Collins of when shipped. received or accepted, as to any prior or subsequent default hereunder, nor shall any minnu d on] modification or rescission of this purchase order by the Pnrchascr operate as a waiver of any of the terms Inspection, GOODS arc subject to the City effort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this under 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 Pumhawr recognize that in actual economic pnclice, overcharges resulting form antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection porcedurec. violations arc in fact home 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 Terms. Shipments must be F.O.B., City of Fan Collins, 701) Wood St.. Fort Collins CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the panicular Foods or services otherwise specified on this order. If permission is given to prepay freight and charge sepammly, 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 parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected front the nearest distribution point to destination. and excess freight will be deducted form Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Scllcr shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cost all accessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and miles of the suite, municipality. territory or political subdivision alters the work is perfomed. or required by any other duly constituted public authority haeingjorisdiction nee, the work of vendor. Seller further agrees to hold the City of Fort Collins hamlet from and against all liability and loss incurred by Them by reason of an asserted or established violation of any such laws, regulations, ordinances, rues and requirements. Authorization. All parties to this contract agree that the representatives are. in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the aunts and conditions stated herein set forth and any supplementary or additional terns and conditions annexed hereto or incorpurated herein by reference. Any additional or different terms and conditions porpri by seller are objected to and hereby rejected. a_, DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is tribe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached herein. 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 ony delay, the Purchaser shall have, in addition to other legal anti equinhle remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages However, the Seller shall not be liable for damages is a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence. such acts of God, acts ofcivil or military authorities, governmental priorities, fires, strikes, food, 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 of any such delay, the time of dclivcry shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrant, that all goods, articles materials and work covered by this order will conform with applicable drawings specification, 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 cork of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach ofwaranty. The Scllcr shall replace. repair or make good. without cost to the purchase,, any defects or faults arising within one (1) year or within such longer perind of time as maybe prescribed by law or by the terms fany applicable warranty provided by the Seller after the date of acceptance of the goods fumished hocander (aacptarce not to be unreasonably delayed), resulting from imptcrfcct or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver Crary claim under this wmmnty. Except as otherwise provided in this purchase order. the Sellers liability hereunder shall extend to all damages pmximalely caused by the breach of any of the foregoing warranties or guannums, 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 terns by written change order. 5. CHANCES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the spceiffemions or drawing., by verbal or written change order. If any such change affects the amount due or the time ofperformanee hereunder. an equitable adjustment shall he made. 6. TERMINATIONS, The Purchaser may at any time 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 panics as to any work or 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 be made in favor of the Seller with respect to any goods which an 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. R. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold. dethcred and furnished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and deliver such documents as may be required to %feet or evidence compliance. All laws and regulations required to be ineomemed 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 of the Scllers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order. Or any monies due or to become due hereunder without the prior written consent of the other parry. 10. TITLE. The Seller wamnts full, clear and unresmcted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement. free and clear of any and all liens, restrictions, reservations. security interest encumbrances and claims ofothcrs. The Scllcr sfin I ydcnse the Purchaser and its eormcrot5 of any, tier from all liability and claims of any nature resulting from the performance ofsnch 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 ofsuch name. The Seller's contactual obligations, including wamety. shall not be deemed to be reduced. in any way. bemuse such work is performed or caused to be performed by the Pumhascr. W. PATENTS. Whenever the Seller is required to use any design, device, material or Process covered by letter, patent. tndcmmk or copyright, the Scllcr shall indemnify and save harmless the Purchaser from 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 Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended use of the goods, is in such suit held 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 same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 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 property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of toms used or the interpretation ofthc agreement and the rights ofall panics hereunder shall be construed under and grnvcmed by the laws of the State of COImi USA. The following Additional Conditions apply only in eases where the Seller is to perform work hereunder. including the services of Scllers Represenuitive(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 fully completed and accepted, and shall, in case of any accident, destruction or injury to the wnrk and/or materials befnrc Seller's final completion and accep racc, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When matcrials and equipment arc furnished by others for installation or erection by the Seller, the Scllcr shall receive, unload, %tore and handle same at the site and become responsible therefor a% though such materials and/or equipment were being fumished by the Seller under the order. 18. INSURANCE. The Seller shall. at his own expense, provide for the payment of -workers compensation. including oceupmionxl 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 Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insunncc with bMily injury and death limits of of Icast S300.000 for nay one person. $500,000 for ony one accident and property damage limit per accident of $400.000. The Seller shall likewise require his contractors, if ony, to provide for Inch compenv Lion and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall furnish the Pnrchascr with a cenificmc that such compensation and insurance have been provided. Such ccniricmcs shall specify the date when such compensation and insurance have been pmvided. Such ccnifientes shall specify the date when such cnmpcnzution and insurance expires. The Seller agrees that such conmensation 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 ofany kind or nature whatsoever to persons or property, caused by or resulting from the execution of the work Provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Pnrchascr and any or all of the Purchasers officers, agents and employees form and against any and all claims, losses, damages. charges or expenses, whether direct or indirect. and whether to persons or pmpeny to which the Purchaser may be put at subject by reason of any ael, action, neglect, omission or default on the pan of the Scllcr, any of his contactors. or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its effects, 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 it or their effects, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same al the Sellers own expense, to pay any and all costs, charges, atiomevs fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their fecn, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obeined against the property of the Purchaser, or said panics in or as a result ofsnch snits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or ollenvise. The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of accidents, comply wilh all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all mles and regulations issued pursuant thereto. Revised 03/2010