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HomeMy WebLinkAbout280216 JOHNSON CONTROLS INC - PURCHASE ORDER - 9121118City of art Collins s Date: 02/23/2012 Vendor: 280216 JOHNSON CONTROLS INC 360 WHITNEY BAY WINDSOR Colorado 80550 Tun WaW5 PURCHASE ORDER PO Number Page 9121118 1of2 This number must appear on all invoices, packing slips and labels. Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 02/23/2012 Buyer: ED BONNETTE Note: METASYS SOFTWARE UPGRADE PER PROPOSAL FROM TIM WALLIS TO DENNIS DUTTON DATED 2/7/2012. Line Description Quantity UOM Unit Price Extended Ordered Price METASYS SOFTWARE UPGRADE 1 LOT LS 9,977.00 DENNIS DUTTON JOHNSON CONTROLS PROPOSAL - UPGRADE METASYS 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: $9,977.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tenns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax esemptions. By statute the City of Fort Collins is exempt Tom state and local lases. Our Exemption Number is 11. NONWAI VER. 98-0,1502. Federal Excise Tax Exemption Certificate of Registry 81-6000587 is registered with the Collector of Failum of the Purchaser to insist upon strict performance of the terms 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 law. failure to promptly notify the Seller in the event of a breach, the acceptance of at payment for goods hcrcundtt or approval of the design, shall act release the Scllcr of Goods Rejected. GOODS REJECTED due to failure to men spcci fications, either when sh ippcd or due to defects of any of the warranties or obligations of this purchase order and shall not be dccmcd a wa ivcr of any right of the damage in transit. truly be returned to you for credit and am not to be replaced except upon receipt of written purchaser to insist upon strict performance hereof or any of its rights or remed ics as to any such goods, regardless insmuetions From the City of Fort Collin,. of when slipped, received or accepted, as to any prior or subsequent defnu It hereunder, nor shall any purported nml modification m rc,cissien of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS am subject to the City of Fort 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 pan of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection prn¢dures. violations arc in fact home by the Purchaser. Theretofore. for good cause and os consideration for excreting this purchase onEr. the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.H., City of Fort Collins. 700 Noel St., Tom Collins CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services othencisc 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 must accompany invoice. Additional charges for packing will not be 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 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 Purchaser and the Seller, and the Seller thereaRer indicates its inability m amvillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be Performed by the most expeditious means available to it, and the Seller shall Inv all costs nssocimed with such work. Permits. Seller shall procure at sellers sole cost all necessary permits. certificates and licenses required by all applicable Imrs, regulations, ordinances and mles of the state. municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public anthority having jurisdiction over the work of vendm. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an rolled or established violation of any such laws, regulations, ordinances. rules and requirements. Anthormition. All panics to this contract agree that the representatives are. in fact. bona fide and possess full and complete andamity 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 tans and conditions annexed herein or incorporated herein by reference. Any additional or different terms and conditions proposed by seller ure 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 as noted. Time is of the wanec. Dclivm and performance mast be effected within the tine stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partirl Ire deliverice shall operate as a waiver of this provision. In the event of fay delay. the Purchnscr shall have, in addition to other legal and equitable remedies, the option ofplacing this order clsmvherc and holding the Scllcr liable for damages However. the Seller shall not be liable for damages as i result of delays due to causes not reasonably foreseeable which arc bcyand its reasonable control and wilhout its fault of negligence. .such acts of God. acts, ofcivil or military authorities, governmental priorities, rims, strikes Bad, epidemics. wars or riots provided that notice of the canditme, eausine such delay is given to the Purchaser within Bvc (5) days of the time when the Seller first received knowlMge thereof. In the event of any such delay, the date of delivery shall be extended for the perind equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all good, enicles. 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 Sellers 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 he prescribed by law or by the terms crony applicable warranty pmvided by the Scllcr nfter the date of acceptance of the goods famished hereunder (acceptance not to he unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Scllcr. Acceptance or use of gads by the Pumhascr shall not constitute a wvaive, array claim under this wa curry. Except as otherwise provided in this purchase order. the Sellers liability hereunder shall extend to all damages proximatcly caused by the breach of any of the foregoing anal ones or guarantees, but such liability shall in no event include Io,.s ofpmfits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FfrNESS FOR PURPOSE SHALL APPLY. 4. CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal terms by wlien change order. 5. CHANCES IN COMMERCIAL TERMS. The Purchaser may make any changes In the terms, other than legal terms. including additions to or deletions from the quantities originally ordered in the speei fications or drawings, by verbal or written change coder If any such change affects the imonnr due or the lime of performance 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 oral] portions of the goods then not shipped, subject to nny equitable adjustment between the panics rs In any work or mmcrials than in ,Teem s provided that the Patch... shall not be liable for any claims for anticipated Profits on the uncompleted portion of the grads and/or work, for incidental or consequential damages, and that no such adjustment he made in favor trite Scllcr with respect to any goods which arc the Scllcrs standard stock. No such termination shall relieve the Purchaser ar the Seller of any of their obligations as to any gnarls delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most he asserted within thing (30) days fmm the date the change or ternninxtion is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all gads sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the gads are subject. The Seller shall execute and deliver such documents as may be required to affect or evidence compliance All laws and regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaer harmless From all costs and damages suffcred by the Pnrchascr as a result of the Sellers failure to comply with such Irv. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to bosomc due hereunder without the prior written consent of the other parry. 10. TITLE:. The Seller warrants 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 ill limes, restrictions, rescn:ntions, security interest encumbrances and claims urchins. The Seller shall release the Porchiscr and its contractor% of any tier from all liability and claims of any nature reselling from the performance ofsuch Work. This rclause shall apply even in the event of fault of negligence of the puny released and shall extend to the directors, officers and cmployccs of such pate. The Scllcr's contractual obligations. including warm my, shall not be deemed to he reduced, in any way, bccunsc such Work is performed or erased to be performed by the Purchaser. 14. PATIENTS. 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 sae harmless the Purchaser from any and all claims for infringement by rcmmo 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 fret the completion of the Work. In case said equipment or any part thereof or the intended use of the goods, is in such snit held to constitute infringement and the use of said equipment or part is enjoined, the Scllcr shall, at its own expanse and at its option, either procure for the Purchaser the right to continue using said equipmcm or parts, replace the same with substantially equal but onainfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall bosom, insolvent or bankrupt. make an assignment for the bcncfit of creditem appoint a receiver on tn¢tco for any of the Sellers Property or business, this order may forthwith he canceled by the Purchaser Without liability. 16. GOVERNING LAW. The definitions ofterms used or the intro reunion ofthc agreement and the rights of all panics hereunder shall be constmM under and governed by the Imes of the State of Colomdo. USA. The following Additional Conditions apply nnly in eases whore the Seller is to perform work hereunder. including the sevices MScllers Reprcsentah,v (s), on the promises efothers. 17. SELLERS RESPONSIBILITY, The Seller shnll tarty on said work at Seller's own risk until the. amc is Polly completed and accepted. and shall, in case of any accident. destruction or injury to the stork and/or materials before Scllers fmm completion and acceptance, complete the work at Seller's own expense and In the salislaction of the Purchaser. When materials and equipment are furnished by mhcrs for installation or erection by the Seller. the Seller shall receive, unload. store and handle same .t the sill and become responsible Ihcrefor as though such materials and/or equipment acre being famished by the Seller under the order. 18. INSURANCE. The Scllcr shall, at his own expcnsc, provide for the P.ay,u,m ofworkars compensation. including occupational disease benefits. to its employees cnnploycd 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 he done. The Seller shall also carry ammpmhensivc general liability including, but not limited to. contractual and automobile public liability insurance with bodily injury and death limits of at least S300.606 for any one person. S500,000 for env 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 am, of the Sellers, or his contractors employees shall do nny Work upon the promises of ntbers, the Seller shall furnish the Purchaser With a certificate that such compensation and insurance have been provided. Such certificates shall specify the Ante when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such comensatinn and insurance shall be maintained until aficr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby imannes the entire responsibility and liability for any and all damage. loss or injury ofany kind or nature w'hntsoevcr to persons or pMrarn caused by or resulting fmm the execution ofthe work provided for in this purchase order or in conn¢tion herewith. The Seller will indenmify and hold harmless the Purchaser and any r all of the Purchasers officers, agents and cmployccs fmm and against any and all claims losses, domagcs, charges or expenses, whether direct or indirect and whether to persons or property to which the Pnrchascr mry be put or subijec9 by reason of any act, action, neglect omission or default on the pan of the Seller. any of his coneradem or any of the Sellers or contractors effects. agents or employees. In case any suit or other premucalings shall be brought against the Purchaser, uu its officers. agents or employees at in)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 Ihcir officers, agents or employees is aforesaid. the Seller hereby, agrees to assume the defense thereof and to defend the same n1 the Sellers own expense, to pay any and all costs charges, attorneys fees and other expenses, any and all judgments that any he incurred by or obtained against the Purchaser no any of its or their officers, agents or employees in such suits or other proceedings, and in caw judgment or other lien be placed upon or obtained against the property, of the Purchnscr, or slid panics in or as a result of such suits or other proceedings, the Seller will at once cause the same to be dissolved and diwharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for the pmvention of accidents, comply with all lams and regulations writh regard to safety including, but without limitation, the Occupational Safety, and Health Act of 1970 and all odes and regulations issued pursuant thereto. Revised 0312010