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HomeMy WebLinkAbout480086 VAISALA INC - PURCHASE ORDER - 9120503PURCHASE ORDER PO Number Page City of 9120503 ' of z ' `t Collins This number must appear ' ' on all invoices, packing slips and labels. Date: 01/27/2012 Vendor: 480086 Ship To: STREETS DEPARTMENT VAISALA INC CITY OF FORT COLLINS 194 SOUTH TAYLOR AVE 625 NINTH STREET LOUISVILLE Colorado 80027 FORT COLLINS Colorado 80524 Delivery Date: 01/26/2012 Buyer: JAMES HUME Note: Line Description Quantity Ordered UOM Unit Price Extended Price 2012 WEATHER MONITORING 1 LOT LS 20,000.00 Total $20,000.00 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 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is 11. NONWAIVF.R. 9949502. Federal Excise Tax Exemption Ccnificntc of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the toms and conditions Ime f, failure or delay to Internal Revenue, Denver, Colorado (Rcf. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). escmise 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 of the design, shall not release the Seller of Goads Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the wamnties or obligations of this purchise order and shall not be deemed a waiver of any right of the damage in transit, may be roamed to you for credit and arc 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 goods. regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent defiu It hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser open to as a waiver of any of the terms Inspection. GOODS am subject to the City of Fort Collins inspection on arrival. hrnrof. Final Acceptance. Receipt of the merchandise, services or equipment in nespartm to this order can result in 12. ASSIGNM ENT OF ANTITR UST CLA TM S. authorized payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL Seiler and the Purchaser recognize that in actual economic practice, overcharges 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 nmr have or hereafter Freight Terms. Shipments must be F.O.B., City of Fon Collins, 700 Wood St., Fon Collins CO R0522, unless acquired under federal or state antitrust laws for such overcharges relining to the partieulnr goads or services otherwise specified on this order. U pmnission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this pnrehase 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 good by a date to be agreed upon by the expected from the newest distribution point to destination, and excess freight will be deducted fmm Immice when Purchaser and the Seller, and the Seller thcrea fter indicates its mobility or unwillingness to comply, the Purchaser shipmcrrts an made from greater distance. may cause the work to be performed by the most speditimix 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 over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless fmm and against all liability and Ins% incurred by them by reason of an assured or established violation of any such laws, regulations, ordinances rules and requirements. Authorization. All panics to this concoct agree that the representatives arc, in fact, bona fide and possess full and complete authority to bind mid panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any mpplcmcnmry or additional tears and conditions annexed hereto or incorporated herein by reference. Any additional or different tans and conditions pmposcd by seller am objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immcdimcly if you cannot make complete shipment to arrive on your premised delivery date as noted. Time is of the essence. Delivery and perf manse must be effected within the time stated on the purchase order and the documents attached micro. No acts of the Purchasers including, without limitation, acceptance of partial Into deliveries. shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of plicing this order elsewhere 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 central and without its fault ofnegligence, such acts fGod, acts ofcivil or military authorities, governmental priorities rims, 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 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 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 from any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach ofwarranty. 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 firm as may be prescribed by Iry or by the to. of any applicable wamnty, provided by the Seller aRer the date of acceptance of the goods famished hereunder (acceptance not to be unressoobly delayed), resulting fmm 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 warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages prnaimately caused by the breach afore of the foregoing %vamatics or guarantees, but such liability shall in no weal 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 looms by written change nnder. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal term, including additions to or deletions from the quantities originally ordered in the specification or drawing, by verbal or written change order. If any such change affects the amount due or the time Mpc iormance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goads then cam shipped, subject to any equitable adjustment 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 nod/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Sol let with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Pumhascr car 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 from the date the change or termination is untried. R. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to he incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such Irv. 9. ASSIGNMENT. Neither parry shall assign, transfer. or convey this order, or any monies dine or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Scllcr wamnts full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in perfomance of this agreement free and clear of any and all liens, restrictions, rcservitiom, security interest encumbanecs and claims of mhos. The Seller shall release the Purchaser and its contractors of any tier front all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of frull of negligence of the parry rele:ued and shall extend to the directors, officers and employees of such party. The Sellers contactual obligations including wamnty, shall not be deemed to be reduced, in any way, because such work is performed or caused to he performed by the Purchaser. 14. PATENTS. Whenever the Scllcr is required to case any design, device, material or process covered by letter. patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contact, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by mason ofsuch infringement many time during the prosecution or after the completion of the work. In ease said equipment, or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the case of said equipment or pan is enjoined. the Seiler shall, at its own cxpcnsc and at its option, either procure for the Pumhnser the right to continue using said equipment or parts, replace the same with substantially equal but unninfringing equipment, or modify, it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall been mc insolvent or banknipt make can 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 of tans used or the intapmtalion oflhe agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the State of Coloado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Sellers Rcpmscnrativefs), oa the premises afothers. 17. SELLERS RESPONSIBILITY. The Seller shall tarty on said work nt Seiler's own risk until the mime 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 Scllcrs 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 more at the site and become responsible therefor as though such materials and/or equipment were being famished by the Scllcr underthe order. IS. INSURANCE. The Seller shall, at his own expense, pride 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 Seller 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 least $300.000 for any one person. S500.pW for any one accident and property damage limit per accident of S400.0h). The Seller shall likewise require his contractors, Harry. to provide for such compensation and insurance. Before any of the Sellers or his contractors emplovecs shall do any work upon the premises ofothers, the Seiler shall famish the Purehnser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been presided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees [hit such compensation and insurance shall he maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hcmbv assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever 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 hamletm 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 wheher to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, emission or default can the pan of the Scllcr, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit in 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 ar 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 tiny and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incumd by or obtained against the Purchaser or any of its or their officers, agents or employees in such suits or other pmecMings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser. or said parties in or as a result of such snits 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 accessary for the prevention of accidents, comply with all haws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and ill rates and regulations issued pursuant thereto. Revised 03/2010