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HomeMy WebLinkAbout280216 JOHNSON CONTROLS INC - PURCHASE ORDER - 9121989Fort Collins Date: 04/05/2012 Vendor: 280216 JOHNSON CONTROLS INC 360 WHITNEY BAY WINDSOR Colorado 80550 PURCHASE ORDER PO Number Page 9121989 1of2 This number must appear on all invoices, packing slips and labels. Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 04/05/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price TOOLS & RELATED SUPPLIES 1 LOT LS 9,977.00 UPGRADE METASYS Total $9,977.00 C3. OYIa:�%Q d� 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Temis and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tess esemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is I I. NONWAIVER. 99-17,1502. Federal Excise Tax Exemption Ccnifieate of Registry S4-60W5S7 is registered with the Collector Of Failure of the Purchaser to insist upon strict performance ofthe 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 went of n breach, the acceptance of or payment for gonds hereunder or approval of the di ign. shall rem release the Seller of Good Rejected. GOODS REJECTED due to failure to meet spceilcatinns, either when shipped or title to defects Of any of the wamintles or obligations of this Purchase order and shall not be decimal a waiver of any right of the damage in transit. may be resumed to you for credit and arc not to he replaced except open receipt of written purchaser to insist upon strict performance hereof or any of its rights or remedies as to env such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, cos to any prior or subsequent default hereunder. nor shall any parponed 0.1 modification Or rescission of this purchase order by the Purchaser operate as a waiver of any of the tens Inspection. GOODS arc subject to the City of Fort Collins inspection no arrival. harm! Final Acceptance. Receipt of the merchandise, services or equipment in response in this order can resuh in 12. ASSIGNMENT OF ANTITRUST CLA IMS. authorized payment no the pan of the City of Fort Collins Ilouavcr, it is to be ondcrslood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all .appl icahle required inspection procedures. violations arc in fact hone by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hcrcby assigns to the Purchaser rev and all claims it may now have or hereafter Freight Tenn,. Shipments most be F.O.D., City of Fan Collins, 700 Wood St, Fort Collins, CO 90522, unless acquired under federal or state are test laws for such overcharges relating to the particular goods or services ofhc,ise gmcilcd an 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. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country. shipment is If the Purchaser directs the Seller to correct nonconfnnine or defective goods by a elate in be agreed upon by the capec ad farm the nearest distribution point to destination, and excess freight will be deducted from Imaice when Purchaser and the Scllcr, and the Seller Ihcm.ftur indicates its inability Orenw'illingness to comply, the Purchaser shipments arc made foam greater distance. may cause the work to be performed by the most expeditions means available to it. and the Seller shall pay all rusts associntcd with such,cork, Permits. Seller shall pracum at sellers sale cat all necessary, permits, certificates and licenses required by all applicable laws, regulations, ordinances and ndcs 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 the work of %coda, Seller fmuher agrees to hold the City of Too Collins harmless form and against all Ii obi l i ty and loss incomes by them by reason of an asserted or established violation of any such laws, regulations, nil i noncex, ndcs and requirenwats. Ainhoriz lino. All panics to this contract agree that the representatives are, in fact. bout fide and possess fill and complete mnhority to bind said parties, LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set foul, and any supplementary or additional remms and conditions annexed hereto or inemparrated herein by reference. Any additional or di Berens scot and conditions pmposcll by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to naive 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 ofpartial late deliveries, shall operate as a vraiver of this provision. In the event arrow ddnv, the Purchaser shall have, in addition to other legal and equitable rcmedics, the option ofplacing this order clsovhem 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 control and without its fuht of negligence, such acts of God, acts ofeivil or military aniharhics. governmcral priorities, fires. strikes. Bond, epidemics wars Or riots provided that notice of the conditions causing such dray is given to the Purchaser within five (S) days of fire lime when the Seller first received knowledge thereof. In the event of any such delay, fire Ante of delivery shall he extended for the period equal to the time actually lost by reason ofthe delay. 3, WARRANTY. The Seller warmnts that all goods, articles, materials and work covered by this order .will conform with applicable drawings, specifications, samples and/or other descriptions giren, will be fit for the purposes intended. and perforated with the highest degrce, of care and competenec in accordance with accepted standard., for work of a similar nature. The Seller agrees to hold the purchaser harmless from am, loss, damage or capcasc which the Purchaser may stiffer or incur on account Of the Scliers 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 teens of any applicable wanamy provided by the S.II.c afmr the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed). resulting from imperfect or defective work done or materials furnished be the Seller. Acceptance or use of goads by the Puehaxcr shall not constitute a waiver ofany claims under this warranty. Except cos othemisc provided in this purchase order, the Sellers liability hcrcundcr shall cstend to all damages proximately caused by the breach of anv of the foregoing wax ndcs ear guffaum., bat such liability shall in nO event include loss ofpmfits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. a. CIIANGES 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 terns, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by wcrbal of written change Order. If any such change offects the amount due or the time ofpafomtance hcrcundcr, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time be written change order. terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment bcnvecn the panics as to any work or materials then in progress provided that the Pumhascr shall not be liable for any claims for anticipated pm0ts on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no mch to iusttncnt be ..made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such Oer ninntlon shall relieve the Purchaser or the Seller of any of their obligations as to any fonds delivered hereinafter. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assemed within thirty (30) days from the date the change or tenninatirn is ordered, A. COMPLIANCE WITH LAW. The Seller warrants 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 arc subject. The Seller shall execute and deliver such doarmcnis as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference T'he Seller agrees to indemnify and hold the Purchaser ham0est from all costs and damages suffered by the Purchaser as a result of the Scllcrs 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 prior written consent ofthe other party. 10. TITLE. The Seller warrants full. clear and unrestricted title to the Purchaser for all equipment. materials, and items furnished I in performance of this agreement, free and clear of any and all liens, restrictions. rose valions, security interest encumbrances and claims of other.. 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 evcnl of fault of negligence of the pane released and shall extend to the directors, 011icers .and employees Of such party. T'he Seller's contractual obligations. including warranty, shall not be deemed to be reduced, in any way, because such work is performed Or caused to be performed by The Purchaser. Id. PA TENTS. Whenever the Seller is required to use any design, device. material or process cove" by letter, patent trademark or copyright. the Seller shall indemnify and save harmless 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 Pt ch2.acr for any cost. expense or damage which it mar be obliged to pay be reason of such infringement at any time during the pmscnnion or after the completion of the work. In ease said equipment, or any pan dmac for the intended use of the goods, is in such suit held to corminum infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and of its Option. either pmenre for the Purchaser the right in continue using said equipment or parts replace the lime with substantially equal but noninfringing cquipmen,, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent of bankrupt make con assignment for the benefit of cralitors. appoint a receiver or trustee for any of the Sellers pmperty or business, this order may forthw'i,h he canceled by fire Purchaser without liability. 16. GOVERNING LAW. The definitions oftcrms used or the interpretation ofthe agreement and the rights of all parties hereunder shall be mnstnurl under and governed by the Incas of fhc State of Colomda, USA. The following Additiamd Conditions apply unit, in cases where the Seller is to perform work hereunder. including the services of Scllcrs Reprcsentntive(s), on the premises ofmhem. 17. SELLERS RESPONSIBILITY. The Seller shall cam on said war, at Seller's own risk until the same is fully conmplemil and accepted, and shall. in ease of any accidcnl dessmction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work in Scllcr's own expense and to the satisfaction ofthe Purchaser. When materials and equipment arc ftmished by others for installation or credion by the Seller. the Seller shall receive, unload. store and handle same at slue site and heroine responsible therefor as though such ma,crials and/Or equipment were being furnished by the Seller ander the order. 19. INSURANCE. The Seller shall, at his own .,pen,.. provide for the payment of workers comp aismina. including occupational 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 cam' comprchcnsive general liability including, but not limited to, enntactvrl and automobile public liability insurance with bodily injury and death limits of at (cast t300,000 for any one prison. S500.000 for an% one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, if nay, to provide f r such compensaion and insurance. Before any ofthe Sellers or his contracfnrs employ... shall do any work upon the premises of others. the Scllcr shall famish the Parch niar with a cenifiexfc that such compensation and insurance ham hecr provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such rrertificat.s,hall specify the date when such compensation and insurance ,spires. The Scllcr agrees that such compensation and insurance shall he maintained until aner the entire work is complelcd and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hcrcby asslnes the entire responsibility and liability for any and all driftage. Inc or injury of any kind or nature 0hasocver to p.... as or properly caused by or resulting from the execution ofthc work prnvided for in ,his purchase oiler or in connection here, ah. i'he Scllcr will indemnify mud hold harmless the purchaser and am, or all of file Purchasers Officers. agents and employees from and against any and all chins, losses, demnecs, charges or expenses, whether direct of indirccl, and whether to persons or property In which the Purchaser may be put or subject by reason of any net. action, neglect, omission or default on the pan of the Seller, any of his contractors or anv of the Sellers or contractors officers, agents or employees. In case any suit or other pmececlings shall be breught against the Purchaser, or its officers, agents or employees of 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 is or their Officers. agents of employees as aforesaid, the Seller hereby names to assume the defense thcreaf and to dcfcnd the ..cut the Sellers own expense, to pay one and all costs. charges, attorneys fees and after expenses. any and all judgments that may be incurred by or obtained against the Purchaser Or any of its or their officers. agents or employees in such .quits or other proceedings, and in case judgment or other lien be placed altar or Obtained against the pmperty of the Purchaser, or said parties in or as a result of such suits or other pmecer ings. the Seller will at once cause the same to be dissolved and discharged by giving bond or ohawfse. The Seller and his contractors shall lake all safety precautions, famish and install all guards necessary for the pm%cntion of accidents, comply with all lams and rcgulmiams with regard to safety including, but without limitation. fire Occupational Snfew and Health Act of 1970 mud all nines and regulations issued pursuant therein. RcviseA 03/2010