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HomeMy WebLinkAbout162251 REDFLEX TRAFFIC SYSTEMS - PURCHASE ORDER - 9120316Fort Collins PURCHASE ORDER Date: 01/20/2012 Vendor: 162251 REDFLEX TRAFFIC SYSTEMS INC 23751 N 23rd AVE SUITE 150 PHOENIX Arizona 85085-1854 PO Number Page 9120Z16 1of2 E number. must appear l invoices, packing and labels. Ship To: POLICE DEPARTMENT POLICE SERVICES 2221 TIMBERLINE ROAD FORT COLLINS Colorado 80525 Delivery Date: 01/20/2012 Buyer: ED BONNETTE Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING- THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND, NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered -Price 1 RedLight & Speed Cameras 1 LOT LS 500,000.00 BLANKET PO FOR 2012 PER 7283 TRAFFIC CAMERA SYSTEM AWARD & CONTRACT. Total $500,000.00 City of Fort Collins Director of Purchasing and Risk Management Invoice Address: This order is not valid over $5000 unless signed by James B. O'Neill ll, CPPO City Of Fort Collins City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0560 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO BOX 580 Fort Collins, CO 80522-0580 Purchasc Order Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. - Tax exemptions. By suture the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is I I. NONWAIVER, 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000387 is registered with the Colleclm of Failure of the Purchaser to insist upon strict pmfar ance of the terms and conditions hecof, failure or delay to Imcn d Revenue. Dam. Colotadc(Rcf. Colorado Revised Statutes 1973. Chapter 39.26, 114 (a). exercise any rights or remedies provided herein or by law, failmc to pmmplly notify the Seller in the event of a breach, the acceptance of or payment for good hereunder or approval of the design, shall not release the Seller of GoMs Rejected. GOODS REIECTED due to failure to men specifications, either when shipped Or due to defects of any of the warranties or obligations of this purchase order and shalt not be deemed a waiver of any right of the damage in tmmit, may be remmed,to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hereofm am ofits rights ormincelics as to any such good, regardless instructions fmm the City of Fort Collins. of when shipped, received or accepted. as to any prior or subsequent default hereunder. nor shall any purported oml modification or reseissien of this purchase order by the Purchaser operate as a waiver of any of the temps Inspection. GOODS am subject to the City of Fon Collins inspection on arrival. facer Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNM ENT OF ANTITRUST CLAIMS. authorized payment on 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 from antitrust ACCEPTANCE is dependent upon completion of all applicable requ hat inspection proccdurcs. violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Scllcr 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 Fart Collins, 700 Wood St.. Fan Collins, CO 90522. unless acquired under federal or state antitrust laws for such overcharges relating to the pnnicular goods or services othenise specified on this order. If permission is given to prepay,fmight and charge scpnmtcly, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges fur packing will not be accepted. Shipment Distance. Where manufaetumts have distributing points in various pans of the country, shipment is expected from the nrnrcs, distribution point to desfirution, and excess freight will be deducted form Invoice when shipments am made fmm greater distance _ Pcuoits. Scllcr shall procure at sellers sole cast all necessary permits, cenif¢aus and licenses required by all applicable laws, rcgulafions, ordinances and rules of the sure. 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 from and against all liability and loss incurred by them by reason of an assured or established violation of any such laws, regulations, ordinances, mles and rcquircmcros. Authorization. All panics to this contract agree that the representatives are, in fan, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchasc Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or inmrpomted herein by tefinence. Any additional or dilfemnt terms and conditions pmpomd 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 dntc as noted. Time is ofthe 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 of partial Irate deliveries, shall operate as a waiver ofthis 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 foreseeable which arc beyond its reasonable control and without its fault ofnegligence, Rich acts ofGod. acts ofeivil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchnscr within five (5) days of the time what the Sclla 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 Seller waranu that all goods, articles, materials and work coveted by this order will conform with applicable drawing, spccifict iom, 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 fur work of a similar nature. The Seller agrees to hold the purchaser harmless from any Ion, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of w•armny. The Sella shall replace, repair err make good, without cost to the purchaser, any defers or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms of any applicable warrant' provided by the Scllcr after the date of acceptance of the goods furnished hearcunda (acceptance not to be unreasonably delayed), resulting from imperfect or defective work date or materials famished by the Sella. Acceptance or use of goods by the Purchaser shall not constimm a waiver crony claim unda this warmny. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach cf any of the foregoing warranties or guarantees, but such liability shall in no event include loss ofprofits or Ion cruse. 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 tams, including additions to or deletions from the quantities originally ordered in the spceificatiom a drawing, by verbal err w riten change order. If any such change affects the amount due or the time of performance haamda, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchase may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjurter nt between the parts as to any work or materials then in pmgras provided that the Purchasa shall not be liable for any claims fur anticipated profits nn the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjusmrent be made in I... of the Sella with respect to any goods which am the Scllers standard Rock, No such temunation shall relieve the Purchaser or the Sella of any of their obligations as to any goods delivered hmmnda. 7. CLAIMS FOR ADJUSTMENT. Any claim fur adjustment most be asserted within thirty (30) days fmm the date the change or termination is mdcred. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hercunda shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods are subject. The Scllcr 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 bacby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all. costs and damages suffacd by the Pumhoscr as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, tramfa, or convey this order, or any monies due or to become due hereunder without the prior wrinrn consent of the other party. . 10.T1TLE. The Seller warrants full. clear and mautricted fitle to the Purchaser for all equipment, mataials, and items furnished in performance of this agreement. free and clear of any and all liens, restrictions, rcscrvatiom, security interest encumbmnca end claims ofathas. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Scllcr to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Sclleq and the Scllcr 11n,ma per indicates its inability or unwillingnec to comply, the Purchaser may cause the work to be pafonnod by the most expeditious means available toit, and the Scllcr shall pay all costs associated with such work. The Scllcr shall release the Purchaser and its co micron crony tier from all liability and claims of any nature resulting fmm 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, officers and employees of such party. The Seller's contractual obligations, including w ri mnty, shall not be darned 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, trademark or copyright, the Seller shall indemnify, and save ham k,n the Purchaser fmm 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. fur nny 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, at any panthereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said cquipmcut or pan is enjoined, the Scllcr shalt,.. at its own expense and at its option, either procure for the Purchaser the right to continue using said equipnienfor pans, replace the same with substantially equal but noninfringing cquipmcnl, nr modify it so it beoonics noninfringing. 15. INSOLVENCY. If the Scllcr shall become insolvent or bankrupt, make on assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers pmpeny or business, this ad" may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of all panics hcrnmdcr shall be construed under and governed by the laws of the State of Colorado. USA. The following Additional Conditions apply only in eases whem.fhc Seller is to perform work hereunder. including the services of Sellers Reptumtmive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Scllcr shall "try on said work at Sellers mvn risk until the same is fully completed and accepted, and shall, in case of any accident, dmtmction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Scllcrs own expense and to the satisfaction of the Purchaser. When mataials and equipment are fumishcd by others for installation or action by the Sella, the Scllcr shall receive, unload, store and handle same of the site and become responsible thcrcfm as though Rich materials end/err equipment were being fumished by the Scllcr unda the order. 18. INSURANCE. The Scllcr 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 laws of the state in which the work is to be done The Scllcr 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 Just S300,000 for any one person, S500,000 for any one accident and property damage limit per accident of S400,000. The Scllcr shall likewise require his contractors, if any, to provide for such compensation and insurance. Berme any of the Sellers or his contractors employees shall do any work upon the premises ofothers, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have ban provided. Such certificates shall specify the date when Rich compensation and insurance have ban 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 .11a the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sella hacby assumes the entire responsibility and liability for any and all damage. Ion or injury crafty kind or nature whatsoever to persons or peppery caused by or resulting from the execution of the work provided for in cis purchase order or in connection herewith. The Sella will indemnify and hold h ormIcn the Purchaser am any or all of the Purchasers officers, agents and employms from and against any and all claims, losses, damages. charges or expenses, whether direct or indirect, and whetha 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 pan of the Sella, any of his contractors, or any of the Scllers or eofttrenors officers, agents or employees. In case any suit ar other pmeecdings shall be bmughl against the Purchaser, or its offerers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Scllcr of any of his contractors or any of its or their ntrmers, agents or employees as aforesaid, the Scllcr hacbv agrees to assume the defense thereof and to defend the same nl the Scllcrs own expense, to pay any and all costs, charges, attorneys fees and ether expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their effiam, agents or employees in such suits or mhcr proceedings, and in use judgment or other lien be placed upon or obtained against the property of the Purchaser, or said panics in at as a fault ofsuch suits or other proceedings. the Scllcr will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Sella and his contractors shall take all safety preeautions, furnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safcy and Health Act of 1970 end all mla and regulations issued pursuant thereto. Revised 0312010