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HomeMy WebLinkAbout357372 MSI ENTERPRISES INC - PURCHASE ORDER - 3212219Fort Collins Date: 01/23/2012 Vendor: 357372 MSI ENTERPRISES INC 1600 HARRIS DR FORT COLLINS Colorado 80524 PURCHASE ORDER PO Number Page 3212219 1of2 This number must appear on all invoices, packing slips and labels. Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 01/20/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2012 BLANKET ORDER 1 LOT LS 10,000.00 UTILITIES Total $10,000.00 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 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 Pon Collins is exempt firma state and local taxes. Our Exemption Number is 11. NONWAI VER. 99-01502. Federal Excise Tax Exemption Certificate of Registry 34-6000597 is registered with the Collector of Failure of the Purehnser to insist upon Strict perfomranee of the temts and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). exercise any right or rcmcdics pmvided herein or by law, failure to promptly notify life Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, ,bailout release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet spccifientions, either when shipped or due to defects of any of the woormies or obligations of this purchase order and shall not be dccmcd a maivcr of any right of the damage in transit, may be maimed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist open strict perfomancc herenfor any of it rights or remedies as to any such goods. regardless in.,metio is from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported am] modi fieation or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS am subject to the City of Food 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 Fort Collins. However, it is to be opleopond that FINAL Seiler and the Purchaser recognize that in actual economic practice, overcharges resulting from anlitmst ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact home by the Purchaser. Theretofnrc, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to rtic Purchaser env and all claims it may now have or herca0cr Freight Terms. Shipments must be F.O.B., City of Fort Collins. Troll Wood St.. Fort Collins, CO 80522. unless acquired under federal or state antitrust Imes for .such overcharges relating in the pamicular 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 Ptuchaser pursuant to this purchase order, bill must accompany invoice. Additional charges far packing will not be acccptcd. 13. PURCIIAS17RS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufeemrers have distributing points in various pans of the country, shipment is If the Purchaser dimete the Seiler to correct nnnconfoming or defective goods by a date to be agreed upon by the expected fmm the nearest distribution point to destination. and excess freight will be deducted from Invoice when Purchaser and the Scllcr, and the Seller therm Bcr indiemes its inability or unwillingness to comply, the Purchaser shipments arc made (ram greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associmcd with such work. Permits. Seller shall pmeurc at sellers sole east all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and toles of the state, municipality, territory or political subdivision where the work is perfomred, or required by any other duly constituted public authority havingjurisdiclion over the work of vendor. Seller further ngrccs to hold the City of Fort Collins hamlcss from and against all liability and loss incurred by them by reason of an nsscrmd or established violation of any such laws, regulation,. ordinances, talcs and requircmcnts. Authorization. All parties to this connect agree that the representatives arc, in fact. bona fide and Possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tern, 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 terns 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 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 order and the documents attached herein. No acts of the Purchasers including, without limitation, acceptance of fu nial late deliveries, shall operate as a wnivcr ofthis pmvision. In the event ofany delay, the Nuchnscr shall have, in addition to other legal and equitable rcmcdics, the option ofplacing this order elsewhere and holding the Seller liable for damages. However. the Seller shall net be liable far damages as n result of dcloy, due to cause, net rc.%nnably foreseeable which arc beyond its reasonable control and without its fault ofncgligence, such acts of God, 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 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 rife delay. 3, WARRANTY. The Seller wamnts that all good, 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 pugmses intended. and performed with the highest degree arcane and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may su Rer 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 or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms ofany applicable wamnty provided by the Seiler after the date of acceptance of the goads furnished heeunder(acceptance not to be unreasonably delaved), resulting front imperfect or defective work done or materials furnished 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 pmximmdy caused by the breach of anv of the foregoing wmmptics or guamntees, but such liability shall in no event include loss of profits or Inns of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALT. APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal Ism,, including additions to or deletions from rife 9vtaraifcs originally ordered in the specificatiens or draw in,. by verbal or vnifer change order. If any such change affects the amount due or the time of performance hereunder. an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wrincn change order, terminate this agreement as to any or all pompons of the goods then not shipped, subject to any equitable adjustment bet cco the parties as to any work or material, then in pmgrcm provided that the Purchaser shall not be liable for any claims for anticipated pmfils on the uncompleted pnnion ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment he made in favor of the Seller with respect to nny goods which are the Sellers standard mock. No such 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 must be asserted within thirty (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 otrict compliance with all applicable laws 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 refcrcncc. The Seller agrees to indemnify and hold the Purchaser harmless Farm all costs and damages suffered by the Purchaser as a result of the Seller, failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior aTmen consent of the other parry. 10. TITLE. The Seller mirmus full, clear and unrestricted title to the Purchaser fin all equipment, materials. and items furnished in performance of this agreement, free and clear of any and all liens, restrictions. mseryLions, security interest encumbrances and claim, of ethers. The Seller shall release the Pumhasor and its canton nn of any tic, fmm all liability and claims of any nature resulting from the performance of.such wnk. This ileac 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 Scller's contractual obligations, including warmmy, shall not be deemed to be reduced, in any way, because such work is performed or caused to be pert toed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, mmerial or process covered by letter, patent, mdcma,k or copyright the Seller shall indennifv and save hamlcss the Purchaser from any and all claims for infringement by reason of the use of such patented design, device. moterizl or process in connection with the contract. and shall indemnify the Purchaser for any cost, expense or damage which it may be ohliged to pay by reason crotch infringement at any time during the pmsecution or alter the completion o(the work. In case wet equipment, or any pan thereof or the intended use of the gaodx, 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 pmcore for the Porchn.ser the right to continue using said equipment or Paris, replace the same with snbsmnriully equal but amonfringing equipment or modify itso it becomes mminfringing. 15. INSOLVENCY. If the Seller shall become insolvent of hankmpo, 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 he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofhr a, used or The interpretation of the agreement and the rights ofnll panics hereunder shall be construed underand governed by the laws of the Stale of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the sc, ices of Seller., Repo, cntntivc(,), na the premises ofcthcrs. 17. SELLERS 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 am' accident, destruction or injury to the work and/or materials before Scllcr's final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of The Pnchascr. When materials and equipment am furnished by others for installation or erection by the Seiler, the Seiler shall receive, unload. ,lore and handle mmc at the site and become respansihlc therefor as thmigh such materials and/or equipment were being furnished by the Scllcr under the order. 19. INSURANCE;. The Scllcr shall. at his own expense, pmvide for the payment of workers comp rismion. including ocmrpationnl disease benefits, To its enuployceo 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 Seller shall also carry comprehensive general liability including, but not limited to, contrecual and antomnhilc public liability innmmce with Irodily injury and death limits of at lerst S300,IXm for any one person. S500,000 for any one accident and pmpemy damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any. to pmvide for such crmpcnG tinn and insurance Before any of the Sellers or his contractors employees shall do anv work upon the premises of others. the Seiler shall furnish the Purchaser with a certificate 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 compensation and insurance expires. The Scllcr agrees that such compensation and insurance shall be mnintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seiler hereby assumes the entire responsibility and liability for any and all damage, loss or injury afoay kind ar nature whatsoever to persons or pmpeny caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless 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 mthcet by reason of any act. action. neglect, omission or default on the pan of the Seiler. anv 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 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 Seiler hereby agrees to assume the defense thereof and to defend the ,note at the Sellers own expense, to pay nny and all costs, charges mumneys fees and other expenses any and all judgments that may be incurred by or obtained against the Pa%haser 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 rife Purchaser, or said panics in or as a result ofsuch snits or other pmccedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otoemise. The Seller and his contractors shall take all safety precautions, furnish and install all gourds necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without Iimimtion, the Occupational Safety and Health Act of 1970 and all ndcs and rep nations issued pursuant thereon. Revised 03/20I0