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HomeMy WebLinkAbout307089 AZTECA SYSTEMS - PURCHASE ORDER - 3212347City of Fort Collins PURCHASE ORDER PO Number Page 3212347 1of2 This number must appear on all invoices, packing slips and labels. Date: 03/02/2012 Vendor: 307089 Ship To: TRAFFIC OPERATIONS AZTECA SYSTEMS CITY OF FORT COLLINS 11075 S STATE SUITE 24 626 LINDEN STREET SANDY Utah 84070 FORT COLLINS Colorado 80524 Delivery Date: 03/02/2012 Buyer: JAMES HUME Note: Line Description Quantity Ordered UOM Unit Price Extended Price Cityworks Training and Install 1 LOT LS 10,000.00 Annual Order Total $1 97x� 2. 0 AA�Jgk LF— Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email: purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tarots and Conditions Page 2 of 2 1. COMMERCIALDETAILS. Tax exemptions. By statute the City of Port Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-04502, Federal Excise Tax Exemption Certificate of Registry 84-6a,00587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereor failure or delay to Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39 26. 114 (a). exercise any rights or remedies prodded herein or by law. failure to promptly notify the Seller in the cccat of a breach. the acceptance of or payment for goods hereunder or approval ofthc 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 wamntics or obligations of this purchase order and shall not be devoted a waiver of any right of the damage in transit, may be returned to you far credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hercnfor any of its rights or remedies as to any such guods. regardless instructions form the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder. not shall any purported marl mod!Mention or rescission of this purchase order by the Purchaser operate as a waiver of an)' of the terms Inspection. GOODS arc subject to the City of Pon Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, sciviocs or equipment in response to this order can Insult in IL ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However. it is to be understand that FINAL Seller and the Purchaser recognize that in actual economic practice overcharges resulting fmm antitrust ACCEPTANCE is dependent upon eonnpletion ofall applicable required inspection procedures. violations are in fact borne by the Purchaser. Theretofore. for grind cause and as consideration for executing this purchase order. the Seller hereby assigns in the Purchaser any and all claims it may new have or hereafter Freight Tetras. Shipments must be F.O.H., City of Fort Collins, 700 Wood St. Fort Collins. CO R0522, unlces acquired under federal or state antitrust Imes for such overcharges relating to the particular goods or scn'ices otherwise specified on this eder. If permission is given to prepay freight and charge separately, the original freight purchased m acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for pecking will not be accepted. 13, PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufaeturcos hate distributing points in various pans of the country, shipment is If the Purchaser directs the Seller In correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution paint to destination. and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller Iherenner indicates its inability or unwillingness to comply. the Purchaser shipments arc made fmm greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay ell costs associated with such work. Permits Seller shall procure at sellers sole cost all necessary permits, certificates and licenses requited by all applicable laws, regulations, ordinances and talcs of the state, numicipa lily, territory or political suhdivisino 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 from and against all liability and loss incurred by them by reason of an issencd or established violation of any such laws, regulations, ordinances, rules and rcquircmcros. Authorization. All panics In this contract agree that the representatives are. in fact, bona ride and possess full and complete mnhorily to bind said parties. LIMITATION OF TERMS. This Purchase Order espressly limits acceptance to the Icons and conditions stated herein set forth and any supplementary or additional terns and conditions annexed hereto Or incorporated herein by reference. Any additional or different tans and conditions pmposed by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to anise on your premised delivery date as noted. Time is of the essence. Delivery sad performance most be effected within the time stated on the purchase Order and the documents attached henco. No acts of the Purchasers including, without limitation, acceptance of Fanial late deliveries, shall operate as a waiver ofthis provision. In the event crony delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. Havever. the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence. such acts of Gad. act, ofcitil or military authorities, governmental prlodties. Fires, strikes, flood, epidemics wars or riots provided that notice of the conditions caring such delay is given to the Purchaser within five (5) days critic time when the Seiler 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 ¢axon ofthe delay. 3. WARRANTY. The Seller warmer that all good, articles, materials and work covered by this order will confarm 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 compctmce in accordance with accepted standard for stork of a similar nature. The Seller agree, to hold the purchaser harmless fmm any loss, damage or expense which the Purchaser may suffer ar 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 (I ) yen, or within such longer period of time as may he prescribed by law or by the terms of any applicable wamnty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfem or defective work done or materials fitmishcd by the Seller. Acceptance or use of good by the Purchaser shall not constitute a waiter crony claim under this wamnty. Execpt as otherwise pmvidcd in this purchase order, the Sellers liability hereunder shall extend to all damages pmuimately caused by the breach of any of the foregoing wnmntics or guarantees, but such liability shall in no deer 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 teats by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tans, other than legal tans, including additions to or deletions from Ibe gaxnlitics 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 performance hereunder, an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser may at any time by mritten 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 material then in progress provided that the Purchamr 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 he made in favor of the Seller with respect to any good which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller array of their obligations as to any good delivered hereunder. 7. CLAMIS FOR ADJUSTMENT. Any claim for adjustment must be asserted Within thirty (30) days from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller syamms that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may he required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorpam eel herein by this reference. The Seller agrees to indcmnify and hold the Purchaser, hamlet fmm all costs and damages suffered by the Purchaser as a result of the Sellers 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 bercundm without the prior written consent of the other parry. 10. TITLE. The Seller xsamats full, clear and unrestricted title In the Purchaser for all equipment, materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, resenationa, security interest encumbrances and claims of mhcos. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resolting facto the performance ofsuch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend In the directors, officers and employees of such party. The Scller's conracual obligations, including wamnty, shall not he deemed to be reduced, in any way, because such work is performed or caused In be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design. device, material or process covered by letter, patent, trademark or copyright, the Scllcr shall indcmmify and save la mdess 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 indcmnify, 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 after the completion of the work. In case said equipment, or any pan Ihcrcof 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 Seiler shall, at its own expense and at its option, either pmeure for the Purchaser the right to continue Cuing said equipment or parts, replace the .came with substantially equal but noninfringing equipment, of modify it sit it becomes noninfringing. 15. INSOLVENCY. If the Seiler shall become insolvent or hanknmt, make an assignment for the benefit of creditors, appoint a rc<civer or tmmce far any of the Sellers property or business, this order may forthwith be exnecicd by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftems used or the interpretation of the rgrccmcnt and the rights of all panics hereunder shall be constmM under and governed by the laws of the State of Colomdo. USA. The following Additional Conditions apply only in cases where the Seller is In perform work hereunder. including the services of Scllcrs Represenatoc(s), can the pmmiscs of.dw.. 17. SELLERS RESPONSIBILITY. The Seiler .shall carry on said work a1 Sellers own risk until the same is fully completed and accepted, and shall, in case of any accident. dcoruction or injury to the work and/or materials before Seller's Fiw1 completion and acceptance, complete the work at SCRCra act expense and to the satisfaction of the Purchaser. When materials and equipment ore famished by others for installation or erection by the Seller, the Seiler shall receive unload. .,,are and handle same cat the site and been.. responsible 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, provide for the payment of workers compensation, including occupational disease benefits, in its employees employed can ar 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 comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with nelily injury and death limits of at [cast S300,090 for any one person, S500,000 for any are accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to provide for such eompensmion and insurance. Before any of the Sellers or his contractors employees shall do nny Work upon the premises of others. the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Stich certificates shall specify the date When such compensation and insurance have been pmvidcd. Such ccnificates shall specify the date when such compensation and insurance expires. The Scllcr ngrccs that such compensation and insurance shall be maintained until ancr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller herchy assumes the entire responsibility and liability for any and all damage, loss or injury of my kind Or nature x ait,oc,er Io persons or property caused by of tmilling from the execution ofthc work provided for in this purchase odor or in conacctinn herewith. The Seller Will indcmnify and hold hzmless the Purchaser and any or all of the Purchnscm olfcem. agents and employees four and against any and all claims. losses. damages. charges or expenses. Whelher direct or indirect, and whether to persons or pmperry Io which the Pu¢haer may be pot or subject by reason of any act anion, neglect, omission or default on the pan of the Scllcr, any of his cnatraetors. or any of the Sellers or contractors oRocn. 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 array of his contractors or any of its or their oBfcem. agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the lime n1 the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers. agents car employees in such snits or other proceedings. and in case judgment or other lien be placed upon or obtained against the property ofthe Purchaser. or said parties in or as a result ofsuch suits or other proceedings. the Seller will at mitt care the same to be dissolved and discharged by giving bond or otherwise The Scllcr and his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of accidents. comply with of lases and regulations with regard to safety including. but without limitation. the Occupational Safety and Health Act of 1970 and all mles and regulations issued pursuant thereto. Revised 03/2010