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HomeMy WebLinkAbout466437 APC SALES & SERVICE - PURCHASE ORDER - 9120010PURCHASE ORDER PO Number Page City Of 9120010 1 t of 2 `t his number must appear Collins�7 on all invoices, packing slips and labels. Date: 01/04/2012 Vendor: 466437 Ship To: POLICE DEPARTMENT APC SALES & SERVICE POLICE SERVICES 132 FAIRGROUNDS RD 2221 TIMBERLINE ROAD WEST KINGSTON Rhode Island 02892 FORT COLLINS Colorado 80525 Delivery Date: 01/03/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price UPS Service Agreement 1 LOT LS 15,222.60 Per Contract 1-1329444566-3 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 $1 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. Tox exemptions. By statute the City of Fort Collins is exempt fmm mote and local taxes. Our Exempt inn Number is 95-01501. Federal Excise Tax Exemption Ccnifieate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-26. 114 (n). Goods Rejected. GOODS REJECTED due to failure to men specifications, either when shipped ar doe to defects of damage in transit, may be returned to you for credit and arc not to he replaced except upon receipt of written instructions From the City of Fon Collins. Inspection. GOODS are subject to the City of Foot Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof. failure or delay to exercise any rights or remedies provided hcrcin or by law, failure to promptly notify the Scllcr in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, hall not relcue the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereefor any ofits rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported on] modification or rescission of this purchase order 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 result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to be understood ran FINAL Seller and the Purchaser recognize that in actual economic practice, ovcmherges resulting from antitrust ACCEPTANCE is dependent 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 hereafter Freight Terms. Shipments must be F.O.B., City of Four Collins, 700 Wood St-, Fort Collins. CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services othcr%viw 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 most 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 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 fmm the n mast distribution point to destination, and excess freight will be deducted front In%nice 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 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 aver the Work of vendor. Seller father agrees to hold the City of Fort Collins hamlcss from and against all liability and loss incurred by them by reason of an 2smMed or established violation of any such laws, regulations, ondiumces. rules and mquiremcros. Authodrttion. 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 terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed httcto or incorporated herein by reference. Any additional or di Recent terms and conditions proposed by selleram objected round hereby rcjcctnl. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your premised delivery date as noted. Time is ofthc 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 ofpanial late deliveries, shall operate as a waiver of this provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order else, hem 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 arc beyond its reasonable control and withoul its fault ol'ncg l i gcncc. such acts of God, acts of civil or military authorities, govemmental priorities, fires, strikes, fond epidemics. wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within rive (5) days of the time when the Seller first received kaow'ledge thereof. In the event of any such delay, the date of del ivory shall be extended for the period equal to the time actually lost by reason of the delay. 3, WARRANTY. The Seller wamnts 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 fmm any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcr breach of wamnty. The SClle shull replace, repair or make good, without cast to the purchaser, any defects or faults arising within one (1) year or within such longer peiiod of time as may be prescribed by law or by the trans crony applicable warranty provided by the Scllcr after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Scllcr. Acceptance or use of goad by the Purchaser shall nor constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Scllcrs liability hereunder shall extend to all damages proximately closed by the breach of any ofthe foregoing warranties or guarantees, but such liability shall in no event include loss of profits or loss of roc. 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 term, including additions to or deletions front the quantities originally ordered in the specifications or dwings, by verbal or written change order. If any such change affects the amount due or the time of perform hereunder, an equitable adjusmrcnt shall be made. 6. TF,RMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all portions of the grads then not shipped subject to any equitable adjustment between the panics as to any work or materials then in pmgrcss pmvidcd that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion cfthe goods and/or mark, for incidental or consequential damages, and that no such adjustmcm be made in favor of the Seller with respect to any good which arc the Sellers standard stock. No such termination shall relieve the Fmelmser or the Scllcr crony of their obligations as to any goods delivered hucundn. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assorted within rhiny, (30) days fmm the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced, sold, delivered and Furnished in strict compliance with all applicable laves and regulations to which the good am subject- The Seller shall execute and deliver such doeumcnes as may be required to effect orevidence compliance All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaur harmless Form all costs and damages suffered by the Purchaser as a result ofthe 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 ofthe other party. 10. TITLE. The Seller wamnts 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 reservations, secunty interest encumbrances and claims of others. The Seller shall rcicasc the Purchaser and its contractors ofany tier from all 161hility and claims of any nature resulting from the PCrfommoc of sash work. This relcaac shall apply even in the event of fault of negligence of the pony released and shall extend to the directors, ofiocrs and employees of such party. The Seller's contractual ohligaions, including wamnty, shall not be 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 pmecss covered by letter. patent, trademark or copyright. the Seller shall indemnify and save harmless the Purchaser farm any and nil 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 mason of such infringement at any time during the prosecution or after the completion of the work. In case mid 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 parts, replace the same with substantially equal but mtinfringing equipment, or modify it so it becomes nnninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the bcncfit of creditors, appoint a receiver or tmstec for any of the Sellers property or business, this order may forthwith be canceled by the Purchaur without liability. 16. GOVERNING LAW. The definitions oftemus used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be consumed 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 serv'iecs of Scllcrs Represcrudive(s), on the promises ofathers.. 17. SELLERS RESPONSIBILITY. The Seller hall 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 bcfnrc Seller's final completion and acceptance, complete the work at Sellers 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 materials and/or equipment were being burnished 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 dcpcndents in accordance with the laves of the state in which the work is to he done. The Seller shall also tarty comprehensive general liability including but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at (cast 5300.000 for any one permn, S500.IXr0 for any one accident and property damage limit per accident of S400,000. The Scllcr shall likewise require his conmctors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors empinvers shall do any work upon the premises of ethers, the Seller shall famish the Purchaser .with a cMificatc that such compensation and insurance have been pmvidcd. Such certificates shall specify the date when such compensation and mo mace have been pmvidcd 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 hcmbv assumes the onrire responsibility and liability for any and all damage. Inns or injury ofany kind or nature whatsoever to persons or property caused by or insulting Form the execution ofthe work provided for in this purchase order or in connection here,, irh. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers o0iccrs, agents and employe,, from and against any and all claim,. 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 ofany act, action, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Scllcrs or contractors officers, agents or employees. In ease 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 Scllcrs own expense, to pay any and all costs, charges, attomcys fees and other expenses. any and all judgments that may be incomd by or obtained against the Purchaser or any of its or their officers. agents or employees in such snits or other proceedings, and in case judgment or other lien he placed upon or obtained against the property ofthe Purchaser, or said panics in or as 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 otherwise. The Seller and his contractors shall take all safety precautions, famish and install all 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 Act of 1970 and all rules and regulations issued pursuant thcrcta. Revised 0312010