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HomeMy WebLinkAbout339130 ICONICS INC - PURCHASE ORDER - 9111539City of Fort Collins Date: 03/15/2011 PURCHASE ORDER Vendor: 339130 ICONICS INC C/O PROCESS CONTROL DYNAMICS INC 4901 E DRY CREEK RD #G-10 CENTENNIAL Colorado 80112 PO Number Page 9111539 1o12 This number must appear on all invoices, packing slips and labels. Ship To: DRAKE WATER RECLAMATION CITY OF FORT COLLINS 3036 ENVIRONMENTAL DRIVE FORT COLLINS Colorado 80525 W Delivery Date: 03/14/2011 Buyer: ED BONNETTE Note: PER QUOTATION #IC011B01 DATED MARCH 1, 2011 FROM JOSEPH FARREN. GENESIS 64 CLIENT ACCESS LICENSE. Line Description Quantity UOM Unit Price Extended Ordered Price GENESIS 64 Redundant Browser 1 LOT LS 6,064.00 Client Access Licenses 5 pack Please fax Purchase Order to the attention of Joe Farren at 303.741.4472 Total $6,064.00 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 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt From state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-0,1502. Fcdcml 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 hereof, failure or delay to Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39¢6, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hercunda or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications. Cuba when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver Cf any night of the damage in transit, may be returned to you for credit and arc not to be replaced except upon receipt of written purchnser to insist upon strict performance hcrcofor any of its rights or remedies as to any such goods, regardless instructions fmm the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purposed oral modification or rescission of this purchase order by the Purchaser 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 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 from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchaser. Thermnfore, 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 hercancr Freight Terns. Shipments must be F.O.B.. City of Fort Collins 705 Wood St.. Fort Collins. CO 90522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge sepnmtely. 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. 0.'here manufacturers have distributing points in various parrs 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 final the nearest distribution point to destination, and excess freight will be deducted fmm Invoice when Purchaser and the Seller, and the Seller therca0er indicates its inability or unwillingness to comply, the Purchaser shipments arc made form greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all roars nccrci:rtrA avirh —,h.vnrk Permits. Seller shall procure at sellers sole cat all necessary permits, ecnificams and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision whcrc the work is performed, or required by any other duly constituted public authority having jurisdiction overthe work of verdict. Seller further agrees to hold the City of Fort Collins harmless fmm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations ordinances, mlcs and requirements. Authorization. All panics to this contract agree that the representatives am, in fact. bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order exprcsoly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed 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 arrive on your promised delivery date ns noted. Time is of the essence. Delivery and performance most be effected within the time stated on the purchase order and the documents attached hacto. No nets of the Purchasers including. without limitation, acceptance of partial late deliveries, shall operate as a waiver ofthis provision. In the event Crary delay. the Purchaser shall have, in addition to other legal and cquitablc remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. Howcvcr, the Seiler shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault ofncgligcnce, such acts of Gal, acts ofcivil or military authorities, governmental priorities, fires. strikes, flood, epidemics, was or rims pmvidcd that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seiler first mccivcd knowledge thereof. In the event Cf any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seiler ..ate that all goo&, articles. materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar naturc. The Scllcr agrees to hold the Purchaser harmless fmm any loss. damage or expense which the Purchaser may suffer or incur on account of thc Scllcrs breach of orounty. The Seller shall replmcc, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by low or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to he unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of grtods by the Purchaser shall not Constitute r waiver Crary Claim under this v tarty. 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 w:amaatics 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 term by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions form 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 ofpafammancc hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the gads 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 good 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 standard stock. No such termination shall relieve the Purchaser or the Seller Crary of Their obligations as to my goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assured within thirty (30) days from the date the change or termination it. ordered. S. COMPLIANCE WITH LAW. The Seller wamnts 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 gads arc 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 chancier are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm all costs 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 due hereunder without the prior wrinen consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title Wthe Purchaser for all equipment, materiah, and items furnished in perfomance of this agreement. free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its connucters of any net form all 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 ofsuch party. The Seller's Continental obligations. including waminly, shall not he deemed to be reduced, in any way, because such work is performed or caused to he performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, de, nce. material or process covered by letter, patent. trademark or copyright. the Scllcr shall indemnify and save hatwdcss the Purchasr 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 cosh 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 Iherenf 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 parterre for the Purchaser the right to continue using said equipment or pans, 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 oftemt used or the interpretation ofthc agreement and the rights ofall panics hereunder shall be construed trader and governed by the laws efthe State of Colorado. USA. The following Additional Conditions apply only in eases where the Seller is to perform work hconaca. including the Services of Scllcrs Rcpresentalive(s), on the premiss ofothcrs. 17. SELLERS RESPONSIBILITY. The Scllcr 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 work and/or materials before Seller's final completion and acceptance, complete the work at Scllcr's own expcnsc and to the sslixL ction of the Purchaser. When materials and equipment arc famished by others for installation or crttrion by the Seller. the Seller shall receive, unload. store and handle same nil the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE:. The Seller shall, at his own expcnsc provide for the payment of workers comperomiea, 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 Seiler shall also cam comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of err least $300,000 for any one person. S500.0041 for anv 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 ofothcrs, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensaion and insurance have bmn provided. Such ecnificams 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 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 Cf the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hnmdcss the Purchaser and any or all of the Purchasers officers, agents and employees Form and against any and nil claims, losses, damages, charges or expenses, whether direct or indirect and whether to persons or properly 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 contractors officers, agents or employees. In case any suit or other Proceedings shall be brought against the Purchaser, or its officers, agent or employees at any time on account or by reason of any act, action, neglect omission or default of the Seiler 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 some at the Scllcrs own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of it or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property Mthc Purchaser, or said panics in or as a result ofsuch suits or other proceedings the Seller will at once muse the same to be dissolved and discharged by giving band or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all guards noccssary for the prevention of accidents, comply with all laws and regulations wilh regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all mles and regulations issued puruanl thereto. Revised 032010