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HomeMy WebLinkAbout130905 DEIGHTON ASSOCIATES LIMITED - PURCHASE ORDER - 9120648PURCHASE ORDER PO Number Page City of 9120648 ' of 2 Collins This number must appear Fort C ,�—J`-' ` on all invoices, packing slips and labels. Date: 01/31/2012 Vendor: 130905 DEIGHTON ASSOCIATES LIMITED 11 STANLEY COURT UNIT 1 WHITBY Ontario L1N8P9 Ship To: STREETS DEPARTMENT CITY OF FORT COLLINS 625 NINTH STREET FORT COLLINS Colorado 80524 Delivery Date: 01/31/2012 Buyer: JOHN STEPHEN 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 SOFTWARE MAINT 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 Total $30,000.00 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 L COMMERCIAL DETAILS. Tax exemptions. By statute the City effort Collins is exempt from state and local taxes. Our Exemption Number is I L NONWAIVER. 98-0,1502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict pMnmiance of the terns and conditions hereof. failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by lase, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for good 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 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 performance hereof or any of its rights or rcmedics 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 purported and coal i fication or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fan 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 he understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitmst ACCEPTANCE: is dependent upon completion ofall applicable required inspection proudams. violations are 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 now have or heral'a Freight Teets. Shipments most be F.O.B., City of For Collins. 700 Wool St.. Fen Collins, CO R0522, unless acquired under federal or state antitrust Imes for such overcharges relating to the particular goods or services mhcradw 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 purchase 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 parts of the country, shipment is If the Purchaser drivers the Seller to correct nonconforming or defective good by a date to be agreed upon by the cxp"tcd fmm the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thercaftcr indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be performed by the must cxpcditions means available to it. and the Seller shall ryry all casts nssociatcd 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, tottery or political subdivision where the work is performed, or mcgoined 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 loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorimtion. All panics to this contract agree that the representatives are. in fact, bona fide and possess full and complete authority to hind slid panic. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms 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 leans and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date u noted. Time is of the 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 ofpartial laic deliveries, shall operate as a waiver of this provision. In the event of anv delay. the Purchaser shall have, in addition to other legal and equitable rcmedics, the option ofplacing this order elsewhere and holding the Seller liable for damages. Howxvcr, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which am beyond its reasonable control and without its fault of negligence, such acts of God, acts ofcivit or military authorities, governmental priorities, frogs, strikes food, 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 of the delay. 3. WARRANTY, The Seller warrants that all goods, articles, materials and work covered by this order will conform with ipplicablc 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 i 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 ofthe Sclkrs breach of warznty. The Seller shall replace, repair or make good, without cast to the purchaser, any defects ear 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 nfer the date 0f acceptance ofthe good furnished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect or defective work done or materials furnished by the Seller. Acceptance or use of good by the Pumhawr shall not constitute a waiver ofany claim under this warranty. Except as othcmisc provided in this purchase order, the Sellers liability hereunder shall extend to ail damages proximately caused by the breach ofany ofthe foregoing vvamntics or guarantees, but such liability shall in no event include loss of profits 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 temss, other than legal terns, including additions to or deletions fmm the quantities originally ordered in the specifications or drawings. by verbal or written change order. If any such change affects the amount due or the time of pafonnance 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 goods then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in progre. s 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 Sella with respect to any goods which are the Sclkrs standard stork. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goads delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fining the date the change or germination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hacunder 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 In be incorporated in aErecments of this character arc 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 ofthe Sellcrs failing, to comply with such law. 9. ASSIGNMENT. Neither pony shall assign, transfer, or convey this order, crony monies due or to become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Seller wamnts full, clear and unrestricted tide to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, fret and clear of any and all liens, restrictions, reservations security interest encumbrances and claims frictions. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend In the dircemrs, ofcas and employees of such party. The Seller's contractual obligations, including wnmmy. shall not be deemed to be reduced, in any way, becmrse such work is perforated 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 latter. Patent, trademark or copyright, the Seller shall indemnify noel save hornless 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 contract, and shall indemnify the Purchaser for any cost. expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or a0cr 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 Pumhascr the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes nnnin(ringing. 15. INSOLVENCY. If The Seller shall become insolvent or banknTpt, 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 efurms used or the interpretation ofthc agreement and the rights ofall panics hereunder shall be consimed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cues where the Seller is to perform work hereunder. including the services of Sellcrs Represcnmtive(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall cam on said word: at Seller's own risk until the mine is fully completed and accepted. and shall. in ease of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Sellers own expense and in the satisfaction ofthe Parthawt. When materials and equipment arc furnished by others for installation or oration by the Seller. the Seller shall receive, unload, store and handle same at the site and become respnosible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, prow idc for the payment of workers compensation, including oeeupsationil 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 insumncc with bodily injury and death limits of rat least $300,050 for any one person, $500.000 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 sach compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premi.ws of others, the Seller shall firmish the Purchaser with a ecnificate that such compensation and insurance have been provided. Such certificates shall specify the date when such enmpcnsatinn and insurance have been provided. Such ecnificates shall specify the date when such compensation and insurance expires The Scllcr agrees that such compensation and insurance shall be mainta+incd until ancr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or pmpery 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 hannlecs 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 Seller, any of his contractors, or any of the Sellers or contractors ofccrs, agents or employees. In ease any suit or other proceedings shall be brought against the Purchaser, or its officers. agents or employees at tiny time no account or by reason of any act, action, neglect omission or default of the Seller of any of his contractors or tiny of its or Iheir officers, agents or employees as nfores+id. The Seller hereby agrees to assume the defense thereof ind to defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and ill judgments that may be incurred by or obtained against the Purchaser or any of its or their afters, ugents or employees in such suits or other proceedings. and in case judgment or other lien be placed upon or obtained against the property ofthe Purchaser, or said panics in or as a result ofsuch suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged by giving bond or othenvixe. The Seller and his contractors shill take all safety precautions. fumixh and install nil guards nccess+ry for the prevention of accidents. comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thcmto. Revised 03/2010