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HomeMy WebLinkAbout429536 MILESTONE SOFTWARE SOLUTION - PURCHASE ORDER - 9122704PURCHASE ORDER PO Number Page City of//�� 9122704 1of2 + Collins L+ Fon number must appear ` " .7 ll invoices, packing s and labels. Date: 05/09/2012 Vendor: 429536 MILESTONE SOFTWARE SOLUTION 1072 NW 139 TERRACE PEMBROKE PINES Florida 33028 Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 05/09/2012 Buyer:/ OPAL DICK Note Line Description Quantity UOM Unit Price Extended Ordered Price Modify Banner CIS Portal 1 LOT LS 5,000.00 Milestone Statement of Work C�,, �.., Q. One:aQ s�L C/ 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@fogov.com Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tongs and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. To, exemptions. By st.mta the City of Fon Collins is exempt from state and local taxes. Our Exemption Number is 98-fW502. Federal Excise Tax Exemption Certificate of Registry 84-0000597 is registered with the Collector of Intemnl Revenue, Denver, Colorado (Ref. Colorado Revised St,.tes 1973. Chapter 39 26, 114 (a). Goats Rejected. GOODS REJECTED doe to failure to meet specifications, either when shipped or due to defects of damage in transit, may be returned to you for credit and arc not to he replaced except upon receipt of written instructions from the City urban Collins. Inspection. GOODS arc subject to the City of Port Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terns and conditions hereof failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Scllcr in the event of a branch, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of any of the warranties ur obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereofor any of its rights or rcmcdics as to any such goods, regardless Of when shipped, received or accepted, as to any print or subsequent default hereunder, nor shall any purponcd rent modification or rescission of this purchase order by the Purchnscr operate a, a waiver of any of the terms hereof, Final Acceptance. Receipt of the nmrchandis, services or equipment in response to this order can result in 12, ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fan Collins_ However, it is to be understood that FINAL Scllcr and the Purchnscr recognize that in actual economic practice, overcharges resulting from an hove ACCEPTANCE is dependent upon completion ofill applicable required inspection proceduresviolations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for ewcating this purchase enter, the Seller hereby assigns to the Pnrhaser any and all claims it may now hive or hereafter Freight Tents Shipments must be F_O.B., City of Fart Collins, 700 Wood St, For Collins. CO 80522, unless acquirat under federal Or state nativist Ines for such overcharges relating to the pnnicular goods or services otherwise specified on this order. If permission is given to prepay freight and charge scpamtcly, the original freight purchased or acquired by the Purchaser pacmant 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 ncc Purchaser directs the Seller to correct nonconforming or defective gaols by a date to be agreed upon by the expected from the nearest distribution point to destination. and excess freight will be deducted front Invoice wrhen Purchaser and the Scllcr 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. Permits. Seller shall procure at sellers sole cost all accessary permits. certificates and licenses rcF,md by all applicable laws. regulations. ordinances and rules of the state. municipality, territory or political subdivision where the work is perfomod, or required by any other duly constituted public authority having jurisdiction over the work of vendee Seller furlhcr agrees to hold the City of For Collins harmless fmm and agninsl all liability and loss incurred by them by reason of an asserted or established violation of any such laws, mpulations, anlinanea, rules and requirements, Authorization. All panics to this contract agree that the representatives arc, in fact. bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tents 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 terms and conditions proposed by seller are 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 of the seance. Delivery and performance must be entered within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartiil late deliveries, shall operate as a waiver of this provision. In the event of any delay. the Purehaser shall have, in addition to other legal and equitable rcmcdics, the option of placing 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 ofnegligenec, such acts of Gad, acts of civil or military authorities, governmental priorities, fires, strikes, flood, cpidcmics, wars or riots provided That notice of the conditions a using such data, 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 data of rich,,, shall be extended for the period equal to the time actually lost by reason ofihe delay. 3. WARRANTY. TheSellerwarrants that all good,, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will hem for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of tic Scllcrs breach of warranty. The Seller shall replace. repair or make good, withom 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 tams crony applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resdting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchnscr shall not constitute a waiver crony claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hercnndn shall extend to all damages proximately caa,rd by the breach crime of the foregoing wartnntic, war guarantees, but such liability shall in no event include loss armors or 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 kcal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchnscr may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or Tio,o chnngc order. If any such chance affects the amount due or the time of perfommnce bartender. an equitable adjustment shall he made. 6. TERMINATIONS. The Purchuser may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject funny equitable adjustnont between the parties 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 uncompleted portion of the goods and/or work, for incidental or consequential damages. and that no such adjustment be made in favor of the Seller with respect to any goods 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 muss be a"encd within thin (30) days from the date the change or termination is crdcmd. S. COMPLIANCE WITH LAN. The Seller aarmnts that all grads 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. IIre Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regtilntions required to he incorporated in agreements of this character are hereby incorporated harem by this reference. The Seller agrees to indemnify and hold the Purchaser harmless 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, ar any monies due err to become due hereunder without the prior written consent of the other parry. 10. TITLE, The Seller warrants full, clear and unrestricted till, to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, rescnations, security interest encumbrances and claims of others. The Seller shall release the Purchnscr and its contractors of any tier fmm ail liability and claims of any nature resulting from the performance ofsneh work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors. officers and employees ofsuch party. The Seller's contractual obligations. including warm Try, shall not be deemed to be reduced. in any way, because such work is performed or caused to be performed by the Purchnscr, 14. PATEN rS. Whenever the Scllcr is required to use any design, device, material or process covered by lava. patent. ttadcnmrk or copyright. the Seller shall indemnify and save ha erles 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 Purchaser for any cost, expense or damage which it may be obliged to pay by reason of soh infringement at any time during the fnew,cetion or after the completion of the work. In case said convenient. or any part thereof or the intended use 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 to its option, either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment or modify it so it becomes anninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make on assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. Tim donnitions of terns used or the interpretation of the agreement and the rights i f all portics hercandcr shall be construed under and governed by the Imes nfthe State of Colorado. USA. The following Additional Conditions apply oil, in cases where the Seller is IT, perform work hereunder. including the services ofSellers Representafve(s), on the premises ofathers- 17. SELLERS RESPONSIBILITY. The Seller shall carry oa said work at Sellers own risk until the same is fully completed and accepted, and shall, in case of any accident. desAruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser, When materials and equipment arc famished by others for installation or erection by the Seller. the Seller shall rcccicc, i nlea d. store and handle some at the site and became rT,pensihlc therefor as though such materials and/or equipment were being famished by the Seller under the order. 19. INSURANCE. The Seller shall, at his own expense. provide for the payment of workms compensation. including occupational disease benefits. to its employers employed on or in connection with the wort: covered by this purchase order, ind/or to their dependent, in accordance with the laws of The slate in which the work is to be done The Seller shall also carry comprehensive general liability including, but not limited to, contrudual and automobile public liability insurance with bodily injury and death limits of at least 5100.000 for any one person. SiO0.010 for any one accident and property daninge ]mill per accident of 5400,000. The Seller shall likewise require his contractors, if any. to prwide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the praniscs of others, the Seller shall furnish the Purchnscr with a certificate that such compensation and insurance have been provided. Such certitcates shall specify the date when such compensatinn and insurance have been provided. Such ccrifis ics shall specify flue date when such compensation and insvance expires. The Seller agrees Tbut such compensation and insurance shall he maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and l6biliry for any and all danmge, loss or injury ofany kind or nafurc whatsecvcr to persona or property tressed by or resubmit, fear, the execution ofthe work provided for in this purchase order or in conocefiun herewith. The Seller will indemnify and held hamdesz the Purchaser and any or ail of the Parch aurs e0icers, agents and employees fmm and against any and all claims, losses, damages, charges or expenses. whether direct or indirect and whether to persons or properly to which the Purchaser may he put or subject by reason of any act, action, neglect, omission or default on the part of the Seller, nny of his contractors, or any of the Sellers or contractors officers, agents or employe"- In case any suit or other proceedings shall be brought against the Purchaser, or its ot➢ccrs, agents or employees at any time on account or by rcas,a of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their ofTncers, agernt.s or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same it the Sellers on expense, to pay any and all costs, charges, attorneys fees and other expenses, any and ill 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 case judgment or other lien be p]oeed upon or obtained agoinst the property, of the Purchnscr, or said parties in or as a resdt of such suits or other proceedings. the Scllcr will at once cause the same to be dismlecd and discharged by giving bond or otherwise The Seller and his contractors shall take all safety precautions, fivnish and install all guards necessary for the prevention of accidents. comply with all favvs and regulations with regard to straw including. but without limitation, the Occupational Safety and Hcolth Act of 1970 and all rates and rcgrdations issued pursuant thereto. Rcviscd 01/2010