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HomeMy WebLinkAbout425774 ESRI INC - PURCHASE ORDER - 9122025City OfPURCHASE ORDER PO Number I Page Collins ��� 9122025 1 of 2 `t Coll` I n C This number must appear J on all invoices, packing slips and labels. Date: 04/09/2012 Vendor: 425774 ESRI INC ONE INTERNATIONAL CT BROOMFIELD Colorado 80021-3200 Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 04/09/2012 Buyer: ED BONNETTE Note: Line Description Quantity UOM Unit Price Extended Ordered Price I ANNUAL ELA AGREEMENT TERM: 5/28/12-5/31 /12 1 LOT LS YEAR 1 2012 ELA PAYMENT $100,000. GOVERNED BY AND SUBJECT TO ENTERPRISE AGREEMENT NO.2012ELA2273. LICENSEE CITY OF FORT COLLINS, COLORADO. 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: 100,000.00 $1 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Terns and Conditions Page 2 of 2 L COMMERCIAL DETAILS. Tax cremptions. Hy stator, the City.f Fon Collins is exempt farm state and local taxes. Our Exempt inn Number is 11. NON WAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 94-6000587 is registered with the Collector of Failure of the Purchaser to insist Upon strict performance of the terms and conditions forcer, failure Or delay to Internal Rcvcnue, Denver. Colorado (Ref. Colorado Revised Smmtes 1973, Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or by lam, failure to promptly notify the Seller in the event of a breach, the acceptance .for payment for good hereunder m approval of the design, shall not release the Scllcr Uf Goods Rejected. GOODS REJECTED due to failure to meets specification. 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 horeofor any of its rights or remedies as to anv such goods, regardless instructions farm the City of Fort Collins. of when shipped, received or accepted, as to any prim or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waivcr of any of the tarns Inspection. GOODS arc subject to the City ofFed Collins inspection on arrival, hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMEKT OF ANTI' I' RUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However, it is to he understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overchaigess resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations are in fact borne by the Purchaser. Thcrerofore. for good cause and as consideration for cscctning this purchase order, the Seller hereby assigns to the Purchaser are and all claims it may now have or hereafter Freight Temrs. Shipments must be F.O.H., City of Fort Collins, 700 Wood St.. Fen Collins. CO 90522. unless acquiral under federal or state nntitow laws for such overcharges relating to the particular goods Or services uncm ise 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 nrder, bill must accompany invoice Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufietums have distributing points in various pans of the country, shipment is Tribe Purchaser directs the Seller In correct nonconforming or defective grads by a date to be agreed upon by the expected farm the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter 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. Permit.,. Seller shall guano at sutlers sole cost all ncecssmy permits certificates and licenses requited by all applicable laws, 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 authority having jurisdiction over life work of vendor. Seller further agrees to held the City of Fort Collins hem Icss farm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations. Ordinances. mle, and mquiremcats. Authorintion. All parties to this contract agree that the representatives are. 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 tearer and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different tots and conditions pmposcd by sclieram 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 ofthe 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 as a ,niver ofthis provision. In the event of any delay, the Puchaser shall have, in addition to other legal nod equitable remedies the option nfplacing 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 are beyond its reasonable control and without its fault of negligence. such acts of God. acts ofcivil or military authorities govemmental priorities, fires, strikes, flood, epidemics, wars or rims provided that notice of the conditions "mine such delay is given to the Purchaser within five (5) days of the time when the Scllcr 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 confnmm with applicable drawings specification,. samples and/ar other descriptions given, will be fit for the pugwacs intended, and performed with the highest dogree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless fro any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellcrs breach of warranty. The Seller shall replace, repair or make good, without east to the purchaser, any defects Or faults arising within one (1) year or within such longer period of time as may he prescribed by lax' or by the term .f any applicable warranty pmvidcd by the Scllcr after the date of acceptance ofthe goods furnished hereunder (acceptance not In be unreasonably delayed). resulting from imperfect or defective work done ar material, furnished by the Seller. Acceptance or use of goods by the Purchaser stiff] not constitute a waiver ofany claim tinder this warranty. Except as otherwise pmvidcd in this purchase order, the Sellers liability hercmndcr shall extend to all damages prsimately caused by the bench or any of the foregoing warranties m guamntces, but such liability shall in no event include loss of profits or loss Urine. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. q. 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 terms, other than legal term, including additions to of deletions farm the quantities originally ordered in the zpecifitations or drawings, by verbal or ritten change owls , If any such chance affects the amount due or the time ofperfommancc hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purcbascr may at any time by written change Under, terminate this agreement as 10 any Or all ruffians Of file goods then not shipped, subject to any equitable ad ostmcnt between the panics as to any work or materials then in progress provided that the Purchaur shall not be liable for any claims for anticipated profits On the uncomplend portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of rife Seller with respect to any good vrhich arc the Sellers standard stock. No such termination shall relieve the Purchaser Or the Seller crony of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must he asserted within shiny (30) days farm the date the change or lernminmion is eudored. 8. COMPLIANCE WITH LAW. The Seller wturi that all gaols sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable fares and regulations to which the goads are subject. The Seller shall execme and deliver such documents as may be required to effect oreridcmc 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 Purchaser hnmless from all costs and damages suffered by the Purchaser as a result ofthe Sellcrs fail,,, to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hcrcnndcr without the prior written consent of rife other parry. 10. TITLE. The Seller warrants full, dear and unrestricted title to the Purchaser for all equipment, materials, mud items furnished in perfommnce of this agreement, free and clear of any and all liens, restrictions, reservations security interest encumbrarnes and claims of others. The Seller shall micase the Purchaser and its contmctnrs of any tier farm all liability and claims of any nature resulting from the performance of -such work. This role., shall apply even in the event of fault of negligence of the party released and shall extend to the directors, .Ricers and employees n(such party. The Shcer's cmarocuel obligations. including warranty. shall not be deemed to be reduced, in any way, because such work is Performed or caused In be perfameel 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 S,Iler shall indemnify and save harmless the Purchaser farm 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 Ofsuch infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof OT the intended Use of the goods, is in such suit held to constitute infringement and the mac of said equipment or pan is enjoined. the Seller shall, at its men expense and at its Option. cilhcr fortune for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment. or modify it so it becomes nnninfringing. IS. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors. appoint a receiver or tmsme for any of the Sellcrs proper or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definition, arIrma used or the interpretation Of the agreement and the rights off][ panics hercnndor shall be construed under and governed by the laws ofthe Slate of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hcrcanda. including the services of Sellers Representonvc(s), on the premises Ufuthers. 17. SELLERS RFSPONSIBILITY. The Seller shall carry On said work at Seller's own risk until the same is fully completed and accepted. and shall, in case of any accident, destruction or injury to the work and/or materials bcfom Seller's final completion and acceptance, complete the mark nt Seller's own expense and to the satisfaetien of the Purchaser. When materials and equipment arc furnished by others for installation or erection by the Seller. the Seller shall receive. unload. store and handle same at the site and become 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. Into uc for life payment of workers conmpensation, including ocaipulional disease benefits. to its emphnyve, enm played 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 dare. 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 (cast S300.000 for any one permn. S500,000 for .— one accident and pror" damage limit per accident of S400,000. The Seller shall likewiu require his contractors, fatty, to provide for such compensation and insurance. Before any of the Sellers m his contmctnrs employees shall do any work upon the premises of others. the Scllcr shall furnish the Purcbascr with a certificate that such compensation and insurance have been provided Such cerrilicmcs shall specify the date when such compensation and insurance hive been provided. Such certificates shall specify the date when such eompensntion and insmrance expires. The Scllcr agrees that such compensation and insurance shall be mnintained until ancr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby ceramics the entire responsibility and liability for any and all damage loss or injury ofany kind or nature whnaoeeer to persons or prpeny caused by Or rewdtine form the execution ofthe work provided for in this purchase Order Or in connection here, ith. The Seller will indemnify and hold ham the Purchaser and any Or all Of the Purchasers Officers, agents and employees from and against nny 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 part of the Seller, any of his contractors, or any of the Sellers or contractors affects, agents or employees. In case any suit or other proceeding., 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 conmcmrs or any of its or their officers, agents or employees ns aforesaid, the Seller herchy agrees to assume the defense thereof and to defend the same at the Scllcrs own expense, to pay any and all costs charges, attorneys fees and other expenses. any and all judgments that nny be incurred by Or obtained against the Purchaser or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien he placed upon or obtained against the property of the Purchaser, nr Said Parties in or as a result of such suits or other proceedings. the Seller will at once cause the snare to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safely precautions, furnish and install all guards accessary 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 nles and regulations issued pursuant therelo. Revised 03/2010