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HomeMy WebLinkAbout110325 PROCESS CONTROL DYNAMICS - PURCHASE ORDER - 9117556City of art Collins PURCHASE ORDER PO Number Page 9117556 t of 2 This number must appear on all invoices, packing slips and labels. Date: 12/21/2011 Vendor: 110325 Ship To: ELECTRIC UTILITIES PROCESS CONTROL DYNAMICS CITY OF FORT COLLINS 4901 E DRY CREEK RD SUITE G10 700 WOOD ST CENTENNIAL Colorado 80122 FORT COLLINS Colorado 80521 Delivery Date: 12/21/2011 Buyer: OPAL DICK Note: Line Description Quantity Ordered UOM Unit Price Extended Price SupportWorX32-Site Maintennace 1 LOT EA 6,613.75 2 year Quote #1 K151 NO2 Total $6,613.75 C3. O✓1e:9-Q� City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, 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 Fog Collins is exempt from state and meal taxes, Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Excisc Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Failure ofthe Purchaser to insist upon stnct performance ofthe Icons and conditions hereof, failure or delay to Internal Rewenuc, Denver. Colorado (Ref. Colorado Revised Statures 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 ofor payment for goods hereunder or npprovnl ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, citha 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 reamed to you for credit and am 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 from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any pugtonnl nml 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 of Fort 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 part of the City of Fart 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 depcndan upon completion ofall applicable required inspection procedures 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 hercaRcr Freight Tetras. Shipments must be F.O.B., City of Fort Collins, 700 Word St.. Fort Collins, CO 86522, 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 Purchnscr pursuant to this purchase order. bill must uccompiny invoice Additional charges for packing will not be accepted. 13, PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing paints in various pans 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 from Invoice when Purchaser and the Seller, and the Seller thercaficr indicates its inability orunwillingness to comply. the Purchtt n 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 sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and mlcs 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 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, rules and requirements. Autharizatian. All panics to this contract agree that the represenatives are, in fact, bona ride and possess full and complete authority to bind slid panics, LIMITATION OF TERMS. This Purchase Order expressly 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 it. and conditions proposed by seller are nbjatcd to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your premised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time stated on the purchase nrdcr and the documents attached hereto. No acts of the Purchaser: including without limitation, acceptance of partial late deliveries, shall operate as a waiver of this prevision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable rcmedics, the option of placing this order clsewhe. 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 am beyond its reasonable control and without its fault of negl igence. such acts of Got]. acts o f civ it or mil iary authorities, goycemac al food tics, Lines, strikes, Rood, epidem ics, wee rs 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 know ]edge 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 Seller warrants that all goods, articles, materials and work covered by this order will confirm with applicable drawings, specifications samples and/or other descriptions given, will be fit for the purposes intended, and perforated with the highest degree of care and competence in accordance with accepted snndarda for work of a similar nature. The Seller agrees to hold the purchaser harmless fmm any Ins,, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within One (1) yea Or within such longer period of time as may be prescribed by law or by the tams ofany applicable warranty povided by the Seller after the date of acceptance ofthe goods famished bacundcr (acceptance not to be unreasonably delayed), resulting front imperfect or defective work time or materials famished by the Scllcr. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hcnmnder shall extend to all damages proximately caused by the breach of any of the foregoing wammics or guarantees, but such liability shall in no event include Toss of profits or Inns 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 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 specifications or dmwings by verbal or wrincn change order. If any such change affects the amount due or the time of perfomanac hereunder, an equitable adjustment .shall he made. 6. TERMINATIONS. The Purchnscr may at any time by written change order, terminate this agreement as to any or all portions of the goods then art shipped, subject to any equitable adjustment bcnvan the panics as to any work or materials then in pmgrese provided that the Purchaser shall not be liable for any claims for anticipated profits can the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment he made in favor ofthe Seller with respect to any goods which are tic Sellers standard stock. No seh 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 most be asserted within thirty (30) drys from the date the change or trims atinn is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all gads sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the gads 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 he incorporated in agreements of this character arc hereby incorporated herein by this refcrcncc. 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. 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 parry. 10. TITLE. The Seller warrants full, clear and unrestricted 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, mscrvmio o, security interest encumbrances and claims of others. The Seller shall release the Purchnscr and its contractors of any tier from all liability and claims of any nature reselling from the performance nfsuch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, omccrs and employees ofsuch party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be perfnmcd by the Purchaser. 14. PATENTS. %Vhcncvcr the Seller is required to use any design. device, material or process covered by letter. patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser fmm any and all claims for infnngement 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 snit held to constitute infringement and the use of slid equipment or pan is enjoined, the Seller .shall, at its men expense and at its option. either procure for the Purchaser the right to continue using mid equipment or pans, replace the same with substantially equal but noninfringing equipment. or modify it so it becomes noninfnnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankmpt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Seller, property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftemms used or the interpretation mlhe agreement and the rights ofill panics Immander shall be construed under and governed by the lases of the State of Colorado. USA. The following Additional Conditions apply only in cases where the Scllcr is to perf rm work herereunderr, including the services of Sellers Rcinexenative(s), on the pmem es ofothers. 17. SELLERS RESPONSIBILITY, The Seller shall carryon said work at Sellers 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 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 responsible therefor as though such mmeriab an llor equipment vice, being furnished by the Seller under the order. 18. 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 Imes of the state in which the work is to be done The Seller shall also carry comprehensive general liability including, bra not limited to, contractual and automobile public liability insurance with bodily injury .and death limits ofau Icau 5300,000 for any one person, S500,000 for any one accident and pmperry damage limit per accident of S400.000. The Seller shall likewise require his contactors, if any, to provide for such compensation and insurance. Before any ofthe Sellers or his contractors employevs shall do any work upon the premiss of others, the Seller shall furnish the Pnmhascr with a certificate that such compensation and insurancc have been provided. Such ccniftcates shall specify the date when such compensation end insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Scllcr agrees that such compensation aad insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofnny kind or nature wI msoc,c, to persons or property caused by or resulting fmm the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hamiss, the purchaser 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 .sal,"t by reason of any acl. action. neglect. omission or default on the pan of the Seller, 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 otfecrs. agents or employees at any time on account or by reason of any net, action, neglect, omission or default of the Seller of any of his contractors or any of its or their omeers, 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, mo meyx fees and other expenses. any and ill 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 mid parties in or as a result of such suits or other pmcedings. the Seller will at once use the vac to be dissolved and discharged by giving bond or otherwise. The Seller and his eontmetnrs shall take all .safety precautions, furnish and install all guards nmcsvry for the pmvcntion of accidents, comply with all laws and regulations with regard to safety including, hot without limitation, the Occupational Safety and Ileallh Act of 1970 and all roles and regulations issued pursuant therein. Revised 03/2010