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HomeMy WebLinkAbout499714 TECHNISCAN INC - PURCHASE ORDER - 9121833PURCHASE ORDER PO Number Page City Of 9121833 t of z ' `t Collinshis number must appear 1 1on all invoices, packing slips and labels. Date: 03/28/2012 Vendor: 499714 TECHNISCAN INC 1873 S BALLAIRE ST SUITE 1400 DENVER Colorado 80222-4358 Ship To: DRAKE WATER RECLAMATION CITY OF FORT COLLINS 3036 ENVIRONMENTAL DRIVE FORT COLLINS Colorado 80525 Delivery Date: 03/28/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price ENGINEERING SERVICES 78036 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 Invoice Address: 5,232.50 $5,232.50 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIALDETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is 98.04502. Federal Excise Tax Exemption Certificate of Rcgistry 84-6(IW587 is registered with the Collector of Internal Revenue, Denver. Colomdo (Ref. Colorado Revised Statutes 1973. Chapter 39-2fi. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped m due to defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of srriten instmclions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fon Collins inspection on normal. 11. NONWAI VER. Failure of the Purchaser to insist upon strict Itcrfomansc of the terms and conditions hereof. failure or delay to energise any rights or remedies pmvided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hecunderor approval of the design, shall not release the Scllcr of any of the rvamntics or obligations of this purchase order and shall not be deemed a waive of any right of the purchaser to insist upon strict performance bercoforany of its rights or remedies as to an7 such goads, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purponcd oral modification or rescission of this purchase order by the Purchaser operate as a wnlvcr of any of the terns hereof Final Acceptance Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF AN] [TRUST CLAIMS. authemed payment on the pan of the City of Fen Collins. Illwo vet, it is to be understood that FINAL Seller and the Purchaser rc,.g,i7.c that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofoll applicable required inspection pmeedurcs. violations are in fact borne 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 hereafter Freight Terns. Shipments must be F.O.H., City of Fan Collins. VIC, Wood St. Fort Collins. CO R0522, unless acquired under federal or sure antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If pennission 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 fm 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 Ifthe Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected fmm the nearest distribution paint to destination. and excess freight will be deducted front Invoice when Purchaser and the Scller, and the Seller therenficr indicates its inability or unwillingness 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 pay all costs associated with such work. Permits. Seller shall procure al 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 suMlivision where The work is performed, or required by any other duly committed public authority having jurisdlcl ion over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless From and against all liability and loss innnred by them by reason of an asserted or established violation of any such laws regulations, onlinnnces, rules and requirements. Authenstion. All panics to this contract egret that the representatives arc, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms unit conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional ordiffereat tans and conditions proposed by seller are objected to and hereby reiechul. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to naive nit your promised delivery date as noted. Time is ofthc 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 of partial late deliveries, shall operate is a waiver of this provision. In the event inform delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option efplacing 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 eontml and without its fault ofnegligence. such acts of Gnd, acts ofeivil in military mithentica, governmental priorities fires, strikes, flood, epidemics, wars or riots pmvided 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 he extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller wmmnts that all goods, articles. materials and work covered by this order will confirm 'still applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest dcome of cam and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser haulms from any Inca, damage or expense which the Purchaser may.,offer or incur on account of the Sellers breach of wamnty. 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 alter the Ante of acceptance of the good famished hereunder (acceptance not to be unreasonably delayed), resulting man imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this wamnty. Except as otherwise provided in this purchase order. the Set lets liability hereunder shall cstrad to all damages pays i mutely cased by the breach of any of the foregoing wmmtt ics or gnemntces, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WAR RANTY OR M ERCI IA NTA II I LITY OR OF FITNESS FOR PUB POSE SHA LL APPLY'. 4. CI IA NGES IN LEGAL TERMS. The Purchaser may make changes to heral terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, other than legal terms, including additions to or deletions from the guaranies originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time ofperformance hereunder. an equitable adjustment shall be made. b. 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 Mailable adjustment betacen the panics as to any work or materials then in progress provided that the Purchaser shall nor be liable for any claims for anticipated profits an the uncompleted portion of the goods and/or stork, for incidental or consequential damages, and that no such adjustment be 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 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 Ante the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller wmmats 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 are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be inmrpant ed in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hall from all costs and damages suffered by the Purchaser is 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 hereunder without the poor written consent of the other party. 10. TITL E. The Sell let v,amntc full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement. free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Pimhiser and its contractors of any tier from all liability and claims of any nature resulting from the performance afsueh work. This release shall apply even in the Rent of fault of negligence of the party released and shall extend to the directors, officers and employees ofsuch party. The Seller', contmoned obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is perforated or caused lobe performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use tiny design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indenmify and save hamdess the Purchaser from any rind 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 after the completion of the work. In ease said equipment. or any pan thereof or the intended use of the goods, is in such sail 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 Purchaser the right to continue using said equipment or parts, replace the salve with subsuantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become io,.I,cnt or bankrupt, make an assignment lot the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business this order may I'orlovnh be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftcros used or the interpretation ofthe agreement and the rights ofnll panics hereunder shill be construed under and governed by the Imes of the State of Colorado. USA. The fallowing Additional Conditions apply only in cases where the Seller is In perfortt work hereunder. including the services of Sellcrs Reprcscntative(s), on the premises ofothcm. 17. SELLERS RESPONSIBILITY. The Seller shall catty on said and, at Sellers own risk until the saute is fully completed and occepted. and shall, in case of any accident. datmcrion or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Sellcrs own expense and to the m lists ction of the Purchaser. When materials and equipment arc furnished by others for insullatim Or erection by the Scller, the Seller shall receive, inland. store and handle same at the site and become responsible therefor as though such materials andlor equipment were being furnished by the SCIICr underthe order. 19. INSURANCE. The Scller shall. al his oxen expense, provide 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, andlor to their dependents in accordance with the laws of the into in which the work is to he done. The Seller shall also catty comprehensive general liability including, but not limited to, contractual lost automobile public liability insurance with hmlily injury and damh limits of in Ir.,t S30R000 for any one person. S500.000 for say one accident and property danagc limit per accident of 5400.000. The Seller shall likewise require his contractors. if nay, to pmvide par such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others. the Seller shall furnish the Purchnscr with a certificate that such compensation and insurance have been pmvided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when .such compensation and insurance expires The Scllcr agrees that such compensation and insuranceshall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire resMrsihility and liahility for any and ill damage. loss or injury of any kind or nature whalsm%cr to persona or properly caused by or resulting from the execution of the work provided fnr in this purchase order or in connection herewith. The Scllcr xvill indemnify and hold harmless the Purchaser and any or NI of the Purchasers officers, agents and employees from end 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 net, action. neglect, omission or default oil the part of the Seller, any of his contractors, or any of the Sellers or contractors officers, 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 of any of his contractors or any of its or their efforts, agents or cnnployccs as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same al the Sellers own expense. to pay any and all costs charges, attorney, 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 or empinvees in such snits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or mid panics in or as a result ofsnch suits or other pnmcctlings. the Scllcr will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall lake all safety precautions, furnish and install all gads necessary for the pm%c.tim of accidents, comply with all laws and regulations with regard to safety including. bill without limitation. the Occupauional Safety and Health Act of 1970 and all odes and regulations issued pursuant thereto. Revised 03/2010