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HomeMy WebLinkAbout280216 JOHNSON CONTROLS INC - PURCHASE ORDER - 9120012PURCHASE ORDER PO Number Page City of 9120012 1 of z `t Collins olf n cJ This number must appear II 11\on all invoices, packing slips and labels. Date: 01/04/2012 Vendor: 280216 Ship To: OPERATIONS SERVICES JOHNSON CONTROLS INC CITY OF FORT COLLINS 360 WHITNEY BAY 300 Laporte Avenue WINDSOR Colorado 80550 Building B FORT COLLINS Colorado 80521 Delivery Date: 01/04/2012 Buyer: JAMES HUME Note: Line Description Quantity Ordered UOM Unit Price Extended Price Museum of Discovery 1 LOT LS 2,093.00 Provide all labor, materials & equipment for the installation of the PV connection to the BAS per Change Order Quotation date 1217/11. 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 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Ile Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from sate and Ineal taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 94-6000587 is ministered with the Collector of Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to mcd specifications, either when shipped Or due to defects of damage in transit, may be rctumcd to you for credit and are not to be replaced except upon receipt of written instructions from the Citv of Fun Collins. Inspection. GOODS are suhicct to the City of Felt Collins inspection on orrival. 11. NONWAIVER. Failure of the Purchaser to insist open strict performance of the terms and conditions hereof failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the eves of a breach, the acceptance ofor payment for goods hereunder Or approval ofthc design, shall not release the Seller Of any of the wore mics or obligations of this purchase order and shall not he deemed a waiver of any right of the purchaser to insist upon strict performance hereofor any of its rights or remedies as to anv such goods, regardless of when shipped, received or ncccptcd, as to any prior or subsequent defmut hereunder, nor shall any purported unit modification or rescission of this purchase seder by the Purchaser operate as a waiver of any of the terms hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can remelt in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fan Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, Overcharges m,alling from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection proeedurcs. 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 mast be F.O.B., City of Fort Collins, 700 Wood St.. FOn Collins. CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services offiamise 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 older. bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distznec. Where manuachtrcra have distributing points in various ports of the country, shipment is expected form the nearest distribution point to dcmiaation, and excess freight will be deducted from Invoice when shipments am made from greater distance. Permits. Seller shall practice at sellers sale cost all necessary permits, certificates and licenses required by all applicable Imes, regulations, ordinances and rules of the state, municipality, territory or political .aubdivisian Where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seiler further agrees to hold the City of Fall Collins hamlcm (rem and against all liability and loss inntmd by them by reason of an asserted or established violation of any such laws, regulations ordinances, mles 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 mid parties. 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 diffcrent terms and conditions pmposed 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 premised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time .stated an the purchase order and the documcros attached herder. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries shall operate as a waiver of this provision. In The even, of amy delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this Order elsewhere and holding the Scllcr liable for damages However, the Seller shall not be liable for damages os a result of delays due to causes not reasonably foreseeable which are beyond its rcuonablc control and without its fault ofnegligencc. such act of Gad, acts ofcivil or military authorities, governmental priorities, finis, strikes Rood, epidemics wars or riots provided that notice of the conditions coming 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 last by reason of the delay. 3. WARRANTY. The Seller warrants 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 standmels far work of a similar nature. The Seller agrees to hold the purchaser harmless from any lass. damage or expense Which the Purchaser may suffer or incur on account of the Scllcrs breach of wamnty. The Scllcr shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) yen, or within such longer period of time as nay be proscribed by law or by the terms of any applicable warmnty provided by the Seller nncr the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this wamnty. 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 warranties or guarantees, 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 harm by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchattr may make any changes to the terms, other than legal terms, including additions to ar deletions from the quantities originally ordered in the specifications or drawings. by verbal at wnuen change nrdcr. If any such change affects the amount due or the time ofperfomrance 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 of all portions of the grinds then not shipped, subject to any equitable adjustment betaecn the panics its to any Work or materials then in progress pmvided 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 are the Scllcrs standard stock. No such termination shall relieve the Purchaser Or the Seller of any of their obligations ns 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 oNcmd. S. COMPLIANCE WITH LAW. The Seller vyamnts that all goods sold hereunder shall have been pr dus ed. sold. delivered and famished in strict compliance with all applicable lases and regulations to Which the goods 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 be incorporated in agreements of this character are hereby incorporated herein by this rcfrmnee. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser is a result of the Scllcrs fnllurc to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, aninsfea or convey this order, or any monies due or to become due hereunder without the prior written consent of the other pare. 10. TITLE. The Seller wom us 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 msemminns, security interest encumbrances and claims ermines. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser dimets the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchuser and the Seiler, and the Seller thcma0cr indicates its inability or unwillingness to comply, the Purchaser may cause the Work to be performed by the most expeditious means mailable to it, and the Seller shall pay all costs associated With such Work. The Seller shall release the Purchaser and its contractors Of any lie, from all liability and claims of any nature resulting from 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, ofree. mid employees of such party. The Scllers contractual obligations, including warrnry, shall not he deemed 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 passe. covered by Ion,,. patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser front 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 Pumhascr 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 shalt. 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 hill no rnfringing equipment. or modify it so it becomes n minfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver or must" for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser Without liability. 16. GOVERNING LAW. The definitions Oftcrms used ar the interpretation ofac agreement and the rights ofall parties hereunder shall be constmed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases Where the Seller is to perform work hereunder. including the services of Scllcrs Rcpresentative(a), on the premises nfothets. 17. SEI.I,f:RS 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, destmction or injury to the work and/or materials before Setter's final completion and acceptance cemplem The work at Scllcrs own expense and to the satisfaction ofthe Purchaser. When materials and equipment arc furnished by colitis for installation or erection by the Seller. the Seller shall receive, unload, store and handle same at the site and become rcspensible therefor as though .such materials and/or equipment were being furnished by the Seller under the order. IS. INSURANCE. The Seller shall. at his own expense provide for the payment of workers compensation, including occupational disease benefits, to its employees cmploved 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, but not limited to, contractual and automobile public liability insurance With Inertly injury and death limits ofto least 5300.WO for any one person. S500.000 for any one accident and property damage limit per accident of S400.000. The Seiler shall likewise require his contractors, if any. to provide for such compensation and insurance. Before any of the Sellers or his contractors employers shall do any work upon the premixes of others. the Seller shall furnish the Purchaser with a eertificue 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 eompeasolion 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 as rocs the entire respnasibility and liability for any and all damage. loss or injury crony kind or nature Whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase onleror in connection herewith. The Seller Will indemnify and held harmless the Purchaser and anv or all of the Puchascm olfcem, agents and employees from and against anv and all claims, losses, damages. charges or expenses, whether direct or indirect. and abetter to persons or property to which the Purchaser cony 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 anv of the Scllcrs or contractors officers, agents or employees. In case any suit or other pirccedings 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 oRcem, agents or employees as aforesaid, the Seiler hereby agrees to assume the defense thereof and to defend the snore at the Sellers own expense, to pay any and all costs, charges, atromcys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their offccm. agents or employees in such suits or other proceedings, and in ease judgment or other lien be placed upon or obtained against the pmpcny of the Purchaser, or said parties in eras, a result of such suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged by giving bond or chemise. The Seller and his contractors shall lake all ,few precautions, famish and install oll guards necessary for the prevention of accidents, comply with all Imes and regulations With regard to safety including, but without limitation, the Occupational Safety and Health Ate of 1970 and all rules and regulations issued pursuant themto. Revised 0312010