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HomeMy WebLinkAbout449502 KUBRA DATA TRANSFER LTD - PURCHASE ORDER - 9112706City of art Collins Date: 05/1212011 Vendor: 449502 KUBRA DATA TRANSFER LTD 5050 TOMKEN RD MISSISSAUGA Ontario L4W 5B1 PURCHASE ORDER PO Number Page 9112706 1 of 2 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: 05/12/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 CIS Services/Banking Services 1 LOT LS 25,000.00 2 CIS Services/Research Projects 1 LOT LS 5,000.00 Total $30,000.00 0iL2� 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 Purchasc Ordcr Tcrms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fen Collins is exempt (mot state and local taxes. Our Exemption Number is 11. NONWAI VER. 98-0,1502. Federal Excise Tax Exemption Certificate of Registry 84.fif),00587 is registered with the Collector of Failure of the Purchaser to insist upon strict perfuncancc of the terms and conditions hcrenf 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 Seller in the event of a breach, thcneeeptance ofnr payment for good hereunder or appms:'tlofthe 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 be cleaned a waiver of any right of the damage in tmaait, may be returned to you for credit and arc not to be replaced except upon receipt of mtints purchaser in insist upon strict performance herenfor any of its rights or remedies as many such goods, 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 purprrted nml arrdifieatien or rescission of this purchase order by the Purchaser operate as a waiver of any of the Isms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hem.f. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment no 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 front antarn,t ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact borne by the Purchaser. Theretofore, for good cause and its consideration for executing this purchase order, the Scllcr hereby assigns to the Purchaser any and all claims it ntny now have or hereafter Freight Tems. Shipments must be F.O.B.. City of Fort Collins, 700 Wood St., Fort Collins, CO 80522. unless acquired under fcdcrol or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified an this order. If permission is given to prepay freight and charge separately, the original freight purchased unrequited by the Plmehascr 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. %%'here manufacturers have distributing points in various Parts of the country, shipment is Ifthe Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected form the nearest distribution point to destination, and excess freight will be deducted print Invoice when Purchaser and the Scllcr, and the Seller thereafter indicates its inability or unwillingness to comply. the Purchaser shipments arc made form greater distance. may cause the work to be perfnmtd by the most expeditious means available to it, and the Seller shall pay all costs ossecimed with sash work. Pcmits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules 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 voider. 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 asserted or established violation of any such laws, regulations. ordinances, talcs and requirements. Authorization. All panics 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 terns 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 toms and conditions proposed by seller arc 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 performance must be effected within the time staid on the purchase order and the documents attached hereto. No nets of the Purchasers including, without limitation, acceptance affirmed late deliveries, shall operate as a waiver 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. However, the Scllcr shall not be liable for damages as a result of delays due to causes not reasonably foresccablo which arc beyond its reasonable control and without its fault of negligence. such acts of Gd, acts of civil or military authorities, governmental priorities, fires, strikes. food, epidemics, wars or Him, provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when (be Seller first received knowledge thereof In the event of any such delay, the date of delivery shall be extended for the peril equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller wamnty that all grad, 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 standard for work of a similar nature. The Seller agrees to hold the purchaser harmless from any Ims, damage or expense which the Pumhaser may suffer or incur on account of the Sellers breach of wamnty. The Seller shall replace, repair or make good, without cost to the purchase, any defects or faults arising within one (1) year or within such longer period of time as may be pmseribd by law or by the terms Many applicable wam, nty provided by the Seller a0cr the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting front imperfect or defective work done or materials famished by the Scllcr. Acceptance or aso of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as other in, provided in this purchase order, the Sellers liability remember shall extend to all damages proximately caused by the breach of any of the foregoing wamntics or guarantee, but such liability shall in no event include loss of pmfits 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 toms 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 fmm the quantities originally ordered in the specificatinna or drawings, by verbal or written change order. If any such change aRccts the amount due or the time ofperfomance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, lemonade 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 pmfits on the uncompleted portion of the goods and/or work, for incidental or consequential damnges, and that no such adjustment be made in favor of the Seller with respect to any good which are the Scllcrs standard stock. No such termination shall relieve the Purchaser or the Seller ofany 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. X. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have ban produced, sold, delivered 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 effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character am 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 Sellers failure to comply with such law. 9. ASSIGNMENT. Ncithm parry shall assign, tramper, or convey this order, or any monies due or to become due hereunder without the prior written consent of the ii parry. 10. TITLE. The Sellers, . . . is full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance 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 contractors of any tier from all liability and claims of any nature resulting firm the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, oRcers and employees ofsuch parry. The Scllcr's contractual obligations, including wamnty, shall not be deemed in he 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, potent, trademark or copyright, the Seller shall indemnify and save baradcss the Purclo scr from any and all claims for infringement by reason of the use of such patented design, device, nmlerial 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 part 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 pans, replace the same with substantially equal but anninfringing 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 properly or business, this order may forthwith be canceled by the Purchaser without liabilitv. 16. GOVERNING LAW. The definitions of terms used or the catemons ion ofthe agreement and the rights ofall panics hereunder shall be eonsmad under and governed by the laws of the State of Colomdo. USA. The following Additional Conditions apply only incises where the Seller is to perfomt work hereunder. including the services of Scllcrs Rcprescntaldec(s), on the premises ofothers, 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 work and/err materials before Seller's Rnnl completion and nainninee, 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, unload, store and handle same at the site and baomc responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. I S. INSURANCE, The Seller shall. rut 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 arde, anther to their dependents in accordance with the laws of the state in which the work is In be done. The Seller shall also carry comprehensive general liability including. but not limited to. contractual and automobile public liability insurance with bodily injury and death limits of at least S300.000 for any sane person. S500.000 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 Sellers or his contractors employees shall do any work upon the premises ofelhers, the Scllcr shall furnish the Purchaser with a certificate that such compensation and insurance have ban provided. Such certificates shall specify the date when such compensation and insurance have been provided. Stich 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 Scllcr briery assumes the entire responsibilityand liability Torrey and all damage, loss or injury of any kind or among what ocvcr to persons or property caused by or rewdiing from the execution of the work Provided for in Ibis purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers oRcers, agents and cmployecs front 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 pot or subject by reason of any act, action, neglect, omission or default on the part of the Scllcr, any of his contractors, or any of the Sellers or contractors ofmcrs. agents or cmployecs. In case any suit or other proceedings shall be brought against the Purchaser, or its officers. 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 same at the Sellers own expense, to pay any and all costs, charges. attorneys far and 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 suits or other prrucedmgs 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 ofsuch suits or other proceedings, the seller will at once cause the same to be dissolved and discharged by giving bond mothem'iw. The Seller and his contractors shall take all safety, precautions, famish and install NI guards necessary for the prevention of accidents, comply with all laws and regulations with regard to mfety including, but will nut limitation, the Occupational Safety and health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03/2010