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HomeMy WebLinkAbout126722 WIRELESS ADVANCED COMMUNICATIONS - PURCHASE ORDER - 9122071PURCHASE ORDER PO Number Page City Of122071 1 of z I This number must appear Fort Collins ,�—J`-' ` on all invoices, packing slips and labels. Date: 04/10/2012 Vendor: 126722 WIRELESS ADVANCED COMMUNICATIONS 3901 W SERVICE RD EVANS Colorado 80620 Ship To: FLEET SERVICES - MAIN SHOP CITY OF FORT COLLINS 835 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 04/10/2012 Buyer: JAMES HUME Nntp- 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 Ternis and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By stout, the City of Fort Collins is csempt from trimand les.1 uses. Our Exemption Number is 11. NONWAI VER. 08-04 S02 Endoal E,ucisc 'fos Exemption Ccni feats of Regisoy R4-6000587 is registered with the Collector of Failure Of the Parchascr to iwk, upon strict petfrearn re Of the rams and condition, locos. fitilum Or delay, to Internal RCvcnu., Denwer, Colnmdn (Ref. Colorado Revised Statutes 1973, Chapter 30.26, 114 (a). exercise any rights Or remedies provided hcrcin or hp Inv, failure to promptly notify the Seller in the event of.i breach, the reccmntce ofor payment for goods hereunder or npproval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failnr, to meet specifications. either when shipped or due to defects of any of the %ramaties or obligations of this purchase order and shall not be dccmcd a waiver of any right of the damage in transit. may be returned to you for credit and am not to be replaced except upon receipt of written purchaser to insist upon strict performance hereoformy of its rights or remedies as to rev such goods, regardless insmctinrs from the City of Fen Collins. of when shipped. received or accepted, as to any prim or subsequent default hereunder, nor shall any perpOned oral modification or reseic inn of this purchase order by the Purchaser operate as a waiver of anv of the urns Inspection. GOODS arc sutt_jiect to the City of Fen Collins inspection on arrival. hcrcnf. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12, ASSIGNMENT OF ANTITRUST CLAIMS, authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purcha..cr recognize that in actual ccormmic practice, m'crch rges resulting from antimel ACCEPTANCE is dgrenAcn, ulmn mmploin l of all applicable required inspection procedures violations nre in fact home by the Purchaser. Theronfire, for good cause and us cmwderation for executing this purchase rri the Scllcr hereby assigns to tlw PumInonr any and all claims it Tool now have ar hereafter Freight Terms. Shipments must be P.O.B_ City of Fee Collins, 7M Rood St., Fen Collins. CO 80522, valets acquired under federal or state ruidn of laws for such overcharges relating to the outieuhrr goods or sets ices otherwise specified on this Orzlm If permi,sioe is given to mpay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purehasa order. bill mast accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where ou nufacremrs have distributing points in r.fine, pans of the country, shipment is If the Purchaser directs the Seller In correct nonconforming Or defective goods by a Ante to he agreed upon by the expected from the nearest distribution point to destination, and excess freight will he deducted from Invnice when Purchaser and the Seller, and the Seller thereafter indicates its inability or umvillingncss to comply, the Purchaser shipments are made from greater distance. may cause the work to be pertormed by the most espcditious means available to i,, and the Scllcr shall pal all costs nssociaed with such work. Permits. Seller shall procure rat sellers sale cost all neecssen' permits, ecaifictcs and lice.... rcquircd by all applicable Imes, regulations, ordinances and ndcs of the state. municipality. territory, Or polificnl subdivision "Iwo, 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 Pon Collins harml.a form and againsf all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, orninanecs, ndcs and mquircmcnts. Antheric tion. All panics In this contract agree that the representatives arc, in fact, bona We and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order exprcaly limits acceptance to the terns and conditions stated hcrcin set forth and any supplementary or additional moos and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by.seller arc objected to and hereby r Iccmd. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to oral,, no your promised delivery date as noted. Time is of fhc essence. Delivery and performance must he effected within the tiny stated on the purchase order and the document attached hereto. No acts of the Purchasers including. without limitation, acceptance ofpanial Irate deliveries. shall operate as a waiver of this provision. In the event ofany delay. ,he Purchaser shall have, in addition to other legal and equitable remedies. the option ofplacing this order elsewhere and holding the Seller liable for damages. HOYCYCr, the Seller shall not be liable for damages as a result of delays due to causes not mosnnably foreseeable which arc beyond its reasonable control and without its fault of negligcnci. such it, of Gad, acts of civil Or military authorities. governmental priorities, Fires, strikes, food, epidemics, wars or rims rm,idal that notice of the conditions causing such delay is given to the Purchaser within five (5) days Of the time he. the Seller first received knowledge fhrmof. In the event of anv such delay, the Ante of delivery shall be extended for the period equal to nlie time actually lost by reason offhc delay. J. WARRANTY. The Seller warrants that all goad, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples andlor other descriptions given. will he fit for the purposes intended, and pul Toed with the highest degme of care and competence in accordance with ueeyped standards for work of a similar nature The Seller agrees to hold the purchaser harmless from any lots, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach of wamnty. The Seller shall replace, repair or make good. without cost to the purchaser. any defects or faults arising within one H I year or within s¢h longer period of time as may he prescrihcd by law Or by the terms ofany applicable warrants, provided by the Seller after the date of acceptance of the goods furnished hereunder (aceePtanee net to be'arm.,onnbly dela)e(l), resnlring from intper ECf or defective work done or materials furnished by the Seller. Accc umce or use of goods by the Purchaser shall tint constitute a waiver of any claim under this wamnry. Esecpt as Otherwise pmidcd in this pureh se order. the Sellers liability hcmurai shall extend to all damages poximatcly caused by the breach of any of the foregoing .,amities or guarantees, but such liability shall in no event include Ina of profits car loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANCES IN COMMERCIAL. TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletion. from ,Ire quamai,, Originally ordered in he specificaiina% or drawings, by scrbnl or written etmoge orAcr. If any s rah change affects the amount due or the time ofperformance hereunder an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser may at anv time by written change order, terminate this agreement as to any or all portions of the prods then not shipped, subject to any equitable adjusenein between the panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the u icmnplc,cd portion of the goods andlor work, for incidental or ennsequential damages, and that no such odjuammat be nade in favor of the Seller with respect to any good which arc the Scllcrs standard stock. No such termination shill relieve the Purchaser or the Seller ofany of their obligation, is to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be ..,Tied within thirty (30) days form the date the change or termination is ordered. It. COMPLIANCE WITH LAW, The Seller warrants that all gads sold hereunder .shall have been produced. sold, delivered and furnished in strict compliance with all applicable Imes 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 Imes and regulations required to be incorporated in agrecnant of this character arc hacbv incorporated hcrcin by this reference The Seller agrees to indemnify and hold the Purchaser hnmless from all costs and damages su Bcmd by the Purchaser as a result Of the Scllcr. failure to cmnply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become (]lie hereunder without the prior wnritten consent of the other parry. 10. TITLE. The Seller wumms full, clear and unrestricted title to the Parchawr for all equipment, menials, and items furnished in perfnnounce of this agreement, free and clear of any and all liens, restrictions, reservations, security interest eneumbmnecs and claims of others. The Scllcr shall r,]case the Purchnscr and its confronts of any tier from all liability and shiny, of any nanrre reslfing from the perfnnnancc of such work. This release shall apply even in the event Of fault Of negligence of the party released and shall extend to fhc direemrs, offiecrs and employees ofsuch pang. The Seller's contractual obligations. including warranty. shall not be deemed to he reduced, in any way. because such work is performed of caused in he pertomCd bx the Purchaser. 14. PATENTS. Whenever the Seller is rcquircd to use any design, device. mecrizl or process covered by letter, patent, hadennrk Or copyright the Seller shill indcmnifv and save harmless the Purchaser from any and all claims for infringement by reason of the use of such pa coed design, dceica. Onderinl or process in connection with the contract and shall indemnify the Purchaser for any cost. expense m damage which it may be obliged to pay by reason of such infringement at any now during the prnwani0n or a0er the completion of the work. In case said equipment or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said c,uimuaat or part 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 pant replace the ,same with substantially equal but nnninfringing cgnipmem. m nralify it so it becomes nnninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make ran assignment for the benefit of creditors, appoinl a receiver or trV.fey for any of the Scllcr, propcny or business. This order may forthwith he canceled by the. Purchaser without liability. IR. GOVERNING LAW. The definitions oftcrms used or the interpretation of the agreement and the rights ofall parties hounder shall be consumed under and governed by the Incas of the State of Colorado. USA. The fnllmving Additional Conditions apply only in eases whcm the Seller is to perform work hcrcundcr. including the scnices of Scllcr, Re en,wi tivc(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. l'hc Scllcr shall carry ton sniA work rat Scller's oxen risk until fhc same is fully eonrplcicd and accepted. and shall, in case of any ,vci&aL Instruction or injury In file work andlor materials before Scller's final completion and neceptneer. complete the work at Seller's own expense and to the safisGaion ofthe Purchaser When materials and equipment are fornishcd by others for installatinn or creation by the Seller, the Seller shall receive, unload. store and handle same at fhe site and become responsible therefor as though such materials and/or equipment were being furnished by the Scllcr under the order. IS. INSURANCE. The Seller shall, of his own expense. provide for the payment ofwmkers compensation. including occupational disease bcncrits, 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 Imes of the state in which the work is in be done, The Seller shall also curry comprchen,lvc general liability Including, but not limited to. contractual and automobile public liability re emmncn .with b-Iily minty and death limit, of o, Icaci SJ00,000 for any one Per ... n, S500.000 Tor any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his m hzcers, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employee, shall do any work upon the premises of others, the Seller shill famish the Purchaser with a ccnificato that such compensation and insurance have been provided. Such certificates shall specify the date when such enmpensttiou and insumnee hove been pm,,d,d. Such eenificates shall specif the Time when such eompensatien and insurance expires. The Scllcr agrees that such compensation and insarmncc Shall he maintained until after the entire work is completed and steeped. 19. PROTECTION AGAINST' ACCIDENTS AND DAMAGES. The SCler hereby resumes the entire responsibility and liability for any and all damage. loss or injury of any kind of online whntsocwer to reneas or property caused by or resuhing fmnr the cscanimt of the work provided for in ,his purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees fmnr and against any and all claims, losses. damages. charges or expenses. whetter direct or indirect. and whc,her to persons or property to which the Purchnscr may be pill or suhjcci by reason of any act. action. neglect. omission or default on the part of the Scllcr, any of his contractors. or any of the Sellers or contractors officers, agents or employees. In case any suit or other pmeealingS shall be bri against the Purchase, or its nf'.. agents m anployees at Ti time on account or by reason of any act, action, neglect omission or default of the Seller of any of his euntmemrs or any of its or their officers. eents or employees as aforesaid, the Seller hereby agrees to a.sumc the defense thereof and in defend the same at the Sellers own expense. to pay any and all crisis. charges, auomeys fees and other expenses, any and all jndgmenf. dan may he incurred by or r innl against the Purchaser or any of its or their ofieem. agents or employes in such suits or other proceedings, and in case judgment or other lien he placed upon or obtained against the pmlxny of tlic Purchaser, or stud parties in or as a result of such status or other proceedings, the Scllcr will at once cause the same to be dissolved and discharged by giving bond or ofhcndne. The Scllcr and his contractors shall take all safety precautions, fiimish and install all guards necessary for the prccention of accidents, comply with all laws and regalmions with regard in aey including, but without limitation, the Occupational Safetyand Health Act of 1970 and all mles and rcgulmion, issued pursuant thereto. Revised 03/2010