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HomeMy WebLinkAbout493781 LATITUDE GEOGRAPHICS GROUP LTD - PURCHASE ORDER - 9116071Fort Collins Date: 10/18/2011 PURCHASE ORDER Vendor: 493781 LATITUDE GEOGRAPHICS GROUP LTD 200-1117 WHARF ST VICTORIA British Columbia V8W 1T7 PO Number Page 9116071 1of2 This number must appear on all invoices, packing slips and labels. Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 10/17/2011 Buyer: ED BONNETTE Note: PER INVOICE #201100727 DATED 10/13/2011. Line Description Quantity Ordered UOM Unit Price Extended Price 1 GEOCORTEX ESSENTIALS STD ED 1 LOT LS 18,500.00 M. BODIG 2 GEOCORTEX ESSENTIALS MAINT 1 LOT LS 7,400.00 11 /29/11-12/01 /11 3 GEOCORTEX ESSENTIALS STD ED 1 LOT LS 2,300.00 PREPAID TECH SUPPORT 4 GEOCORTEX ESSENTIALS STD ED 1 LOT LS 3,000.00 REGIONAL TRAINING WORKSHOP City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 Total Invoice Address: 1 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 Fan Collins is exempt from state and local taxes. Our Exemption Number is 11. NON WAIVER. 98-64502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 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 Sonatas 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, the acceptance of or payment for goods hereunder or approval of the design, shall not release the SO let 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 deemed a waiver of any right of the damage in transit, may be mounted to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hereofor any of its rights or remedies as to any such goods, regardless instructions farm the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported and modification art rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fan Collins inspection on arrival. hereof Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNM ENT OF A NTITRUST CLA IMS. authorized payment on the pan of the City of Fort Collins. However, it is to be understand 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 am in fad borne 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 Installer Freight Terms. Shipments must be F.O.B.. City of Fan Collins. 700 Wood St. Fan Collins, CO 80522. 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 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 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 from the nearest distribution point to destination, and excess freight will be deducted farm Invoice when purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc 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 aellcm sole cast 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 vendor. Seller further agrees to hold the City of Fan 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, roles and requirements. Authorization. All parties to this contract agree that the representatives are, in fad, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional retain and conditions annexed heeto or incorporated herein by reference. Any additional or different terms and conditions proposal 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 performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial late deliveries, shall operate as a waiver ofthis provision. In the event ofany delay, the Purchascr shall have, in addition to other legal and equitable remedies, the option affirming this order elsewhere and holding the Sella liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which am beyond its reasonable control and without its fault ofnegligence, such acts of God, acts fcivil or military authorities, governmental priorities, fires, strikes. 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 of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Sella warm as that all goods, 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 nature. The Seller agrees to hold the purchaser harmless from any loss, damage art expense which the purchaser may suffer or incur on account of the Scllcrs breach ofwarranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year of within such longer period of time as may be prescribed by law orby the terms ofany applicable warranty provided by the Seller after the date of acceptance ofthe goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done a materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver crony claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing warranties or guarantee, but such liability shall in no event include Toss ofpmfits or loss ofusc. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal tams by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal lerms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change nrdd. If any such change affects the amount due or the time of performance 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 good 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 Sella with respect to any goads which am the Sellers standard stock. No such termination shall relieve the purchaser or the Seller of any of their obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days farm the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller war ens that all good sold h rcunda shall have been produced sold, delivered and famished 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 arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchascr harmless from all costs and damages suffered by the Purchaser as a result of the Scllcrs 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 written consent of the other party. 10.TITLE. The Seller warrants 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, nuo rvatiom. security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier farm all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, officers and employees ofsuch party. The Seller's contractual obligations, including warranty, shall not he damed 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, tmdcmark or copyright, the Seller 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 ofsuch infringement at any time during the prosecution or a0cr 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 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 of terms used or the interpretation ofthe agreement and the rights ofall patties hereunder shall he construed under and governed by the laws of the State of Colorado. USA. The following Additional Conditions apply only in cases where the Sella is to perform work hereunder, including the services of Sellers Repmsentative(s), on the premises archers. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry on said work at Sella'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 Seller's own expense and to the satisfaction of the purchaser. When materials and equipment arc famished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of corkers compensation, including occupational disease bencOts, 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 tarty comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and dcath limits of at least S300,000 for any one 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 ofathers, the Seller shall famish the Purchascr with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such 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 Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofagv kind or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided far in this purchase colder in connection herewith. The Seller will indemnify and hold harmless the Purchases- and any or all of the Purchasers officers, agents and employees from 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 put or subject by reason of any act. action, neglect, omission or default on the part of the Seller, any of his contractors, or any of the Sellers or contractors often, agents or employees. 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 fees 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 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 ofsuch suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond orothawisc. The Sella end his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to ufery including, but without limitation, the Occupational Safety and Health Act of 1970 and all mlm and regulations issued pursuant thereto. Revised 03/2010