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HomeMy WebLinkAbout449502 KUBRA DATA TRANSFER LTD - PURCHASE ORDER - 9121982City of art Collins Date: 04/04/2012 Vendor: 449502 KUBRA DATA TRANSFER LTD 5050 TOMKEN RD MISSISSAUGA Ontario L4W 561 PURCHASE ORDER PO Number Page 9121982 1of2 This number must appear on all invoices, packing slips and labels. Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 04/04/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 CIS Services/Banking Services Cam, c3. o"r�:se� U City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 35,000.00 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL. DETAILS. Tax exemptions. By .statute the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is 98-01502. Federal Excise Tax Exemption Certificate of Registry 84.6005587 is registered with the Collector of Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure in raw specifications, either when shipped or doc to defects of damage in transit, may be returned to you for credit and am not to be replaced except upon receipt of written instmedons fmm the 6ty of Fort Collins, Inspection. GOODS arc subject to the City of Fort Collins inspection on mrival. 11. NONWAIVER. Failure of the Purchaser to insist urns shies perfomanee of the teats and conditions hereof. Eadsom or delay to exercise any rights or remedies provided herein or by law, fsihne to promptly notify the Seller in the event of a breach, the acecrmncc efor payment for goods hereunder or approval ofthe design, shall ant release the Sellerof any of the warranties or obligations of this rarchase order and shall not be deemed a waiver of any right of the purchaser to insist upon .strict performance hcmnfor any of its rights m rcmcdics as to anv such goods. regardless of when shipped, received or accepted. as to any prior or subsequent default hereunder. nor shall anv Purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of uny of the turn,, 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 oa the pan of the City of port Collins. However, it is I. be understand that FINAL Seller and the Purchaser recognize that in actual economic practice overcharges resulting Trans antitmst ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact borne by the Purchaser. Theretofore, for good cause and is consideration for executing this purchase order, the Seller hereby assigns in the Purchaser any and all claims it may n c have or hereafter, Freight Terms. Shipments must be F.0.13.. City of Pun Collins, 700 Wood St, Pert Collins, CO 80522, unless acquired under federal or state antitmst laves for such overcharges refusing to the mrticubar goods or services otherwise specified on this rate, 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 nonconforming or defective goods by a date to he agreed upon by the expected fmm the nearest distribution point to destinmion, and excess freight will be deducted front Invoice when Purchaser and she Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made front greater distance. may cause the work to be performed by the most expeditious means available to it, and the Scllcr shall ray all costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary rrrrmits, eatifiextes and licenses required by all applicable laws, rcgulalinns, ordinances and mica 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 she work of vendor. Seller further agrees to hold the City of Fan Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any .such laws, regulations. nndinances, rates and requirements. Asdharizalion. All panics to this contract agree that the representatives are. in fact, bona fide and poc cc fall and complete authority to bind mid parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions staled herein set forth and any supplementary or additional tans and conditions annexed hereto or inmrpornsed herein by reference. Any additional or different terms and conditions praposed by selleram objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive oa your promised delivery date as noted. Time is ofthc essence. Ddivcry and performanec most be effected within she time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including. without limitation, acceptance ofpanial lase deliveries, shall arcane as a waiver of this provision. In the event clan - v delay, the Purchaser shall have, in addition m other legal and equitable rcmcdics, the option nfplacing this order clsavhcm and holding she Seller liable for damages However. the Seller shall not be liable for damages as a result of delays due to causes not miserably foreseeable which are beyond its reasontible control and without its ftall of negligence. such acts of God. acts ofeivil or military authorities, gm'emmental prientics. fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to she Purchaser within five (5) days of the time when the Seller first received knowledge thereof. In she event of any such delay, the date of delivery shall be extended for the period equal to the time actually last by reason of the delay. d. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this enter 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 wad of a similar nature The Scllcr agrees to hold the purchaser harmless fmm any loss, damage or exrenac which the Purchaser may surfer or incur on account of the Sellers breach of wamnty. The Seller shall replace, repair or make good. without cost to she purchaser. any defects or faults arising within one (1) year or within such longer period of fimc as may be prescribed by Inn ar by she terms ofany applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or material, famished by the Seller. Acceptance or use of goods by the Part shall not constitute a waiver ofany, claim under this wamnty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, bill inch liability shall in no event include loss ofrrofits or loss of use. NO IMPLIED WARRANT), OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. S. CHANGES IN COMMERCIAL TERMS, The Purchaser may make any changes to the terms, other than legal teats. including additions to or deletions fmm the gunalkic, originally ordered in the spesdiumians or da—mgs. by verbal or wvrimen change order. If any such change affects the amount due or the time of perfomanee hereunder. an equitable adjustment shall he made. 6. TERM [NATIONS. The Purchaser may at any time by written change order, coati nine this agreement as to any or alb portions of the goods then not shipped. subject to any equitable adjustment between the panics as to any work or materials then io progress provided that the Purchaser shall not be liable for any claims for anticipated petits on the uncompleted portion of the good and/or walk. for incidental or consequential damages. and that no such adjuslmcm be made in favor of the Seller with respect to any good which arc the Sellers standard stock. No such lermi nation shall out ieve the Purchaser or the Set ter afany of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must lie asserted within thirty (10) days fmm the date the change or termination is ordered. S. 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 good 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 incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamdcss fmm all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither Parry shall assign, transfer, or convoy this order, or any monies due or to become due hereunder without the prior wrisen consent of the other parry. 10. TITLE. The Seller wamnts full, clear and unrestricted title to the Purchaser for all equipment. materials, and items furnished in perfomanee of shjs agreement. free and clear of any and all lions, restrielions. reservations, security interest encumbrances and claims crushers. The Seller shall release the Purchaser and its centimeters, of tiny tier Two all liability and claims of any nature resulting burns the performance of such work. This release shall apply even in The event of fault of negligence of the party released and shall extend to the directors, officers and employees of such party. The Seller's contractual obligations, including wamnty, shall not be deemed to be reduced. in any way, because such work is performed or caused to 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 Seller shall indemnify and save harmless the Purchaser Trans any and all claims for infringement by reason of the use clinch patented design, device, material or pmeess in connection with she contract, and shall indemnify the Purchaser for any cost. ,.spent, or damage which it may be obliged to pay by reason ofsueh ofring lace, at any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended uu of the goods, is in such suit 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 slid equipment or parts, replace the same with substantially equal but noninfringing equipment. or modify it .so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bmtkntpt make im assignment for the bcncfit of creditors. arroiat a receiver or tmsec for any of the Sellers property or business, this order may frolics th be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights ofnll panics hereunder shalt be construed under sad governed by the laws of the State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perfrmm walk hereunder. including the sen ices of Scllcrs Represensative(s), on the premiws ofothers. 17. SELLERS RESPONSIRIIAI'Y. The Scllcr shall carryon said work at Seller's own risk until the sera, is Polly completed and accepted, and shall. in case of any accident, dwanction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work as Seller's own expense and to she satisfaction of the purchaser. When malcrjals and equipment are furnished by others for installation or erection by the Seller. the Seller shall reed. c, unload, store and bindle same at the site and become respinsiblc therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE The Seller shall, at his ova expense. peo ide far the payment of workers compensation, including occupational disease bcncfit,, to its employees employed no or in connection with the work covered by This purchase order, and/or to their dependents in accordance with the laws of dhc state in which she work is to he done. The Seller shall also cam comprehensive general liability including, but not limited to, contractual and automobile public liability in —ranee with noddy injury and death limits of m least S?agBip for any one pe on. S500,000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his mntraciam Vary, to provide fm such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises Ofedhers, the Seller shall furnish the Purchaser with a eenificro shad such annrenstien and insurance have been provided, 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 Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hcrcby assumes the entire responsibility and liability for any and all dtimage, loss or injury ofmry kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided far in this purchase order or in connection herewith. The Seller will indemnify, and hold hamdcc the Purchaser and any or all of the Purchasers affects, agents and employees from and against any and all claims, losses. damages, shag,, or expenses. whether direct or indirect. and whether to persons or pmperty to which the Purchaser may he put or subject by reason of tiny act, action, neglect, o ,sn or default on the pan of she Seller, any of his contractors, or any of the Scllcrs 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 emission or default of the Seller of nay of his contactors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the mute aT the Sellers ram expense, no 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 or employees in such suits or other proceedings, and in ease judgment or other lien be placed upon or obtained against the Property of the Purchaser, or said panics in or as a result of such snits or ether Proceedings, the Seller will at Once cause the same to be dissolved and discharged by giving bond or chum isc. The Seller and his contractors shall take all safety precautions, famish and install all guards necessary for The prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Snfcty and I Icolth Act of 1970 and all odes and regulations issued pursuant thereto. Revised Oa/2010