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HomeMy WebLinkAbout324575 SAFEWARE TECFHNICAL SERVICES - PURCHASE ORDER - 3212241PURCHASE ORDER PO Number Page City Of 3212241 j 1 of 2 `t his number must appear Collins1 1 on all invoices, packing slips and labels. Date: 01/23/2012. Vendor: 324575 Ship To: WATER UTILITIES SAFEWARE TECHNICAL SERVICES CITY OF FORT COLLINS 4880 ROBB ST UNIT 4 700 WOOD ST WHEATRIDGE Colorado 80033 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 1 2012 Blanket Order Utilities 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 1 LOT LS a 12,000.00 Total $12,000.00 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 ,nine the City of Fort Collins is escmpt fmm state, and local taxes. Our Exemption Number is 11. NONWAIVER. 98-N562. Federal Excise Tax Exemption Certificate of Registry 8460MS97 is registered with the Collector of Failure Of the Purchaser to insist upon strict pafomance of the tome and conditions hemof. failure Or deL y to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 3926. 114 (a). exercise any rights or renwdics prat ided herein or by law, failure to promptly notify the Seller in the event of it breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications. either when shipped or due to defects of any of the vvamnties or obligations of this purchase order and shall not he 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 performance hercofor any of its rights or remedies as to any such good, 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 purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the tans Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hacOf. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENTOF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL Seller and the PUrchaur recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violaion, arc in fact borne by the Purchaser. Theretofore, for good cause and as consideration for exec Ling this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hcreafier Freight Terns. Shipments must be F.O.B., City of Fort Collins, 7f10 Wood St.. Fort Collins, CO 80522, Unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased cr acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for puking will not be accepted. 13, PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts 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 from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchnscr and the Scllcr,aM the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser, shipments are 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 fortune at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations. ordinances and roles of the state, municipality, territory or political subdivision where the work is pMomed. or required by any other duly constituted public authority having jurisdiction over the mark of vender. Seller further agrees to hold the City of Fort Collins harmless fmm and agaiml all liability and loss incurred by them by reason of can asserted or established violation of any such laws, regulations, ordinances. tales and requirements. Anthorization. All parties to this contract agree that the representatives are, in feel. bona fide and possess full and complete authority to bind said parries. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the team and conditions stated herein set forth and any supplementary or additional temp and conditions annexed hereto or incorporated herein by reference. Any additional or different terns and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immedimely if you cannot make complete shipment to arrive can your premised delivery date as noted. Time is ofthc essence. Delivery and performance mast be effected within the time stated on the purchase order and the documents onached heeto. No acts of the Purchasers including, without limitation, acceptance ofpanial late deliveries, shall operate as a waiver of this provision. In the, event of am delay, the Parehawr shall have, in addition to other legal and equitable remedies. the option ofplacing this order clxvwhcre and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to cam a not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence. such act of God, act, Ofeivil or military authorities, governmental priorities. fires, strikes. Road, epidemics, wars or riot pmvidcd that notice of the conditions causing such delay is given to the Purchnscr within five (5) days of the time when the Seller Rrst received know lodge thereof. In the cvcut of any such delay, the Ante of delivery shall be extended for the period equal to the time actually lost by reason ofthe 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 he 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 farm any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllers breach of warranty. 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 of any applicable warranty provided by the Seller after the dote of acceptance of the goods furnished hereunder (acceptance not to he unreasonably delayed), 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 Scllcrs liability hereandu shall extend to all damages proximately caused by the branch of any of the foregoing worn mics or guarantees, but such liability shall in no event include loss ofpmfits or loss of usc. 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 tcrm4 including additions to or deletions front the quantities originally ordered in the specifications or drawings, by verbal or .written change aide,. If any such change affects the amount due or the time of perfomanee hereunder, an equitable adjustment shall he made. 6. TERM [NATIONS. The purchaser may at any time by written change order, terminate this agreement as to any or all portions of the good then not shipped, subject O any equitable adjmtment between the panics as to any work or materials then in progtesc 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 are the Scllcrs standard stack. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hcri ander. 7. CLAIMS FOR ADJUSTMENT, Any claim for adjustment must be asserted within thirty (10) days from the date the change or termination is Ordered. 8. COMPLIANCE WITH LAW. The Seller wamnts that all grads sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and defier such documents m may be required to effect or evidence compliance. All Imes and regulations required In be inmrpomted in agreements of this character are 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 is a result of the Scllcrs 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 of the other parry. 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 IIe,nS, restrictions, m.wrcutions, .security interest encumbrances and claims of mhcrs. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance of such work. This a lcose shall apply even in the event of fault of negligence of the parry released and shall extend to the dinecmrs, officers and employees ofsuch party. The Seller., contractual obligations, including wamary, shall not be decmcd to be reduced, in any way, bceause 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 car process covered by letter, patent, Trademark or copyright, the Seller shall indemnify, and save harmless the Purchase, fmm any and ull claims for infringement by reason of the use of such pntcated design, device, material or process in connection with the contract, and .,hall indemnify the Purchaser for rem cost, expense or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or That the completion of the work. In case said equipment, or any part 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 mva expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but mninffinging equipment, car modify it m it becomes noninfringing. 15.INSOLVENCY. If the Seller shall bcenme insolvent of bankrupt make can assignment for the bencfil of creditors, appoint a receiver car trustee for any of the Sellers property or husiness, this order may forthwith he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftcrms used or the interpretation ofthc agreement and the rights ofall panics hereunder shall be consumed underand governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in eases where the Seller is to perform work hereunder, including the,emices of Scllcm Rcprcscatalivc(s), on the premises ofothem. 17. SELLERS RESPONSIBILITY. The Scllcr shall tarty on said work at Sellers own risk until the some is fully completed and accepted, and shall, in case of any accident. destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished 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 famished by the Seller under the order. 19. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefit.,. 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 Imes of the state in which the work is to be done. The Seller shall also carry eomprchenskc general liability including, but not limited to, contractual and automobile public liability insurance .with nosily injury and forth limits of at least Sa9o,npn for any one person. S500,000 for any One accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the, Sellers or his contractors employees shall do any work upan the pmmi,c, of olhets, the Seller shall furnish the Purehow, with a eenifiewe 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 immmace expires The Seller agrees that such compensation and insurance shall he maintained until aner the entire work is completed and accepted. 19. PROTECTION AGA INST ACCIDENTS AND DAMAGES. The Seller hereby u,, ume.., the entire responsibility anti liability for any and all damage, Ines or injury ofany kind or nature whatsuever to persons or property 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 subject by reason of any act, action, neglect. Omission or default on the pan of the Scllcr, any of his contractor[, at any of the Scllers or contractors alfccr,, agents at employees. In case any ,nit car Other Proceedings shall be brought against the Purchaser. or its officers, agents or employees al any time can account or by reason of any act. action, neglect. emission 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 Sellers own expense, to pay any and all costs, charges, attorngrs fees and other expenses, any read all judgment, that may be incurred by or obtained against the Purchaser 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 again,t the property 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 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 fimiation, the Occupational Safety and Health Act of 1970 and all talcs and regulations issued pursuant Ihcrcto. Res iscd 03/2010