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HomeMy WebLinkAbout282262 METROLPLEX CONTROL SYSTEMS INC - PURCHASE ORDER - 3212215PURCHASE ORDER PO Number Page City Of3212215 1 of z `t CollinsCThis number must appear 1 1on all invoices, packing slips and labels. Date: 01/23/2012 Vendor: 282262 Ship To: WATER UTILITIES METROPLEX CONTROL SYSTEMS INC CITY OF FORT COLLINS 12903 DELIVERY DR 700 WOOD ST SAN ANTONIO Texas 78247 FORT COLLINS Colorado 80521 Delivery Date: 01/20/2012 Buyer: OPAL DICK 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 2012 Blanket Order 1 LOT LS 10,000.00 Alarm Maintenance 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 Purchasc Ordcr Tcrnis and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemption,. By stahnc the City of Tom Collins is exempt fmm state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-W502. Federal Excise Tax Exemption Ccr ifieate of Registry 54-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, fnihuc or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39 26. 114 (n). 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 approval ofthc design, shall not release the Scllcr 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 returned to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict paformanee hemofor 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 purpnnd oral modifienlinn m mwi,sian of this purchase order by the Purchaser operate as a waiver ofany of the temis Inspection. GOODS aresubject to the Cityof Fon Collins inspection can arrival. hercnf. Fimzl Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENTOF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fon Collins. However it is to he understood 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 are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Scllcr hereby assign, to the Purchaser any and all claims it may now have or hucafier Freight Terms Shipments mutt be F.O.B.. City of Fen Collins. 700 Weed St, Fun Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the panieular 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 purchaw order. bill must accompany invoice. Additional charges for packing will not he accepted. 13. PURCI IASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is If the Purchaser directs the Scllcr to correct nonconfomiing or defective gmds by a dntc to be agreed upon by the expected fame the nearest distribution point to destination. and excess freight will be deducted from Invoice when Purchaser and the Scllcr, and the Seller thereaficr indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be perfnneed by the most expeditious means available to it, and the Seller shall pav all costs associated with such work. Pcmim Seller shall procure at sellers sort, cost all necessary permits, certificates and licenses required by all applicable laws, regulations. ordinances and mles of the state, municipality, territory or political sutalivision where the work is performed, or required by any other duly constituted public authority having jurisdiction aver the work of vendor. Seller fernier agrees to hold the City of ran Collins harmless fmm and against all liability and lass incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and mcl, ircmcnts. Authonatiom All panics to this contract agree that the representatives are. in fact, bona fide and possess fail 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 terns and conditions annexed hereto or incorporated herein by reference. Any additional or different tears and conditions proposed by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to ardwc on your promised dclivcry date as noted. Time is ofthe eswnee. Delivery and Performance mug be effected within the time stated oa the purchase order and the decumcats attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpaeial late deliveries, shall operate as a waiver ofthis provision. In the event ofany delay, the Purchaser shall have, he addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. lloawever, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its eensuma ble control and without its fault f.cgligencc. such acts of God, acts ofeivil or military authorities, governmental priondes, Gres, strikes, flood. 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 ofany 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 warnnts that all goods, articles, ntaterims and work covered by this order will conform with applicable drawings, specifications simples 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 ageres to hold the purchaser hamlesss from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wamnty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects err faults arising within one (1) year or within such longer Period of time as may he prescribed by law or by the terms ofany applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), reselling fern 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 warm my. Except as otherwise pmvidcd in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamnties or guarantees, but such liability shall in can 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 terms by eTitten change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms. other than legal terns, including additions to or deletions from the quantities migiwlly ordered in the specifications car drawings, by venial or written change order. If any such change affects the amount due or the time ofpufemance hereunder. an equitable adjustment shall be mmle. 6. TERMINATIONS. The Purchaser may at any time by written change order, teminate this agreement as to any or all poniens of the good the. ma shipped, subject to any equitable adjrstment 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 Seller with respect to any goods which arc she Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligation, as to any goods del ivemd hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days five, the date the change or lerminntioa is caned. S. COMPLIANCE WITH LAW. The Seller wammts chat all gilds sold hereunder shall have been produced, sold, dclivemd and famished in strict compliance with all applicable laws and regulations to which the good are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required In he incorporated in agreements of this character art hereby incorporated herein by this reference. 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 party shall assign, transfer, or convey this order or anv monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Scllc,wamnts full, clear and unnestncted title to the Pumhawr for all equipment, materials. and items famished in perfomancc of this agreement, free and clear of any and all liens, restrictions, reservations. security interest encumbrances and claims ofothcrs. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting fmm the p rr omranee 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 of such parry. The Seller's contractual obligations, including wren any. shall not he deemed to be reduced, in any way, because such work is performed or caused to be perfumed by the Purchawr. 14. PATEN IS. 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 ham0ess the Purchaser fmm anv 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 of such infnngerwal at any time during the pr weetion 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 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 noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become iasmvcnt or henkmpt, 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 oftemns used or the interpretation of the agreement and the rights ofall panics hereunder shall be constreed under and governed by the laws of the State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perfnm work hereunder. including the services of Scllcrs Rcpmscntative(s), on the premises ofothcrs. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at scBees man risk until the same is fully completedand accepted, and shall, in ease of any accident. desination or injury to the work and/or materials before Sclicrs final completion and acceptance, complete the work at Seller's corn expense and to the satisfaction of the Purcbscr. When materials and equipment are finished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handles me at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the ma cr. IS. INSURANCE. The Seller ,hall, et his corn 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 under. and/or to their dependents in accordance with the Imes of the state in which the work is to he done. The Seller shall also carry comprehensive general liability including, but riot limited to, contracmal and automobile public liability insurance .with bodily injury and death limits of car least 5300.MO for any one person. 5500,000 for any one accident and property damage limit per accident of S400.060. The Seller shall likewise require his contmdors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the prunisc.s ofothcrs, the Seller shall famish the Purchaser with a eenifieate that such compensation and insammcc have been provided. Such ccnificatcs shall .specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insumncc 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 re,pntsibiliry and liability for any and all damage. loss or injury ofany kind or nature wvhutwe,c, to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify rum hold harmless the Purchaser and any or all of the Purchasers officers. agens and empinyecs from and agninst any and all claims, law, damage.,, charges or expenses. whether direct or indirect, and whether to persons or property to which the Pamhawr may he put or subject by reason of any net. action. neglect omission or default on the pan of the Seller, any of his contractors, or anv of the Sellers or contractors officers. agents or employees. In caw any suit or other pmccdings shall be brought against the Purchaser. or its officers. agents or employees at any lime on account or by reason of any act, action, neglect omission or default of the Seller of any of his contractors or anv of its or cements their officers, or employees as nfn-csaid, the Seller hereby agrees to nssumc the defense thereof and to defend the same at the Sellers own expense, to pay any and all emus, charges, attorneys fees and other expenses, any and call judgments that may be incumd by or obtained against the Purchaser many of its car their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien he placed upon or obtained against the pmpcny of the Purchaser, or said panics in or as a result of such suits or other proceedings the Scllcr will at once cause the same to be dissolved and discharged by giving bend 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 laws and regulations with regard to safety including, but w'ithnot limitation. the Occupational Safcry and Health Act of 1970 and all ales and regulations issued pursuant thereto. Revised 03/2010