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HomeMy WebLinkAbout284919 ECONOLITE CONTROL PRODUCTS INC - PURCHASE ORDER - 9122739City of /""V,F6rt Collins Date: 05/11/2012 PURCHASE ORDER PO Number Page 9122739 1of2 This number must appear on all invoices, packing slips and labels. Vendor: 284919 Ship To: TRAFFIC OPERATIONS ECONOLITE CONTROL PRODUCTS INC CITY OF FORT COLLINS 3360 E LA PALMA AVE 626 LINDEN STREET ANAHEIM California 92806-2858 FORT COLLINS Colorado 80524 Delivery Date: 05/11/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity Ordered UOM Unit Price Extended Price Video Detection for Rehab Proj 1 LOT LS 76,525.00 As Per quote dated May 1, 2012 Total $76,525.00 Ra� Q. 0%W-9e -Z�l 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 Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is I I. NONWAIVER. 99-04502. Federal Excise Tax Exemption Certificate of Registry 94-6000597 is rcgiscrcl with the Collector of Faihuc of the Purchaser to insist upon strict performance of the terns 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 event of A breach, the acceptance ofor payment for goods hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped of due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right riffle damage in transit. may be returned to you for credit and are not in be replaced except upon receipt of written purchaser to insist open strict perfmmanee h rcoforany of its rights or remedies is to any such goods regardless insmRtions free, the City of Fort Collins, of when shipped, received or accepted, is to any prior or subsequent default hereunder, nor shall any purported and ...edification err rescission of this purchase order by the Purchaser operate as a waiver ofany of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. lo,i 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 pan of the City of Fort Collins. Hmvcvcr, it is to he tmdenanod that FINAL Seller And the Purchnscr recognize that in actual economic practice overcharges resulting fmm antitrust ACCEPTANCE is dependent Open completion ofall applicable required inspection procedures, violntimrs are in fact borne by the Purchaser. Theretofore. for good cause and As consideration for executing this purchase order. the Seller hereby assigns to the Purchaser any and all claims it any now have or hereafter Freight Teens. Shipments must be F.O.B., City of Fen Collins, 700 Wood St., Fort Collins, CO 90522. unless acquircl under federal or state antitrust laws for such overcharges relating to the particular goads or services otherwise specified on this order. If Pcm,issiom is given to prepay freight and charge separately, the original freight purchased or acquired by the Pumhascr pursuant to this purchase order. bill most acc.n,pany invoice. Additional charges far packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manuGcmrcrs have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct noncnnfoming or defective Foods by a date to be agreed upon by the expected fmm the nearest distribution point to destination, and excess freight will be deducted fmm Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made fmm greater distance. may cause the work to be performed by the mesa expeditious means available to it and the Seiler shall pay all casts nss.i.ed with such work. Permits. Seller shall Procure at sellers sole cast all necessary permits. certificates and licenses required by all Applicable laws, rep lotions, and aaaces and rules of the state. municipality, territory or political subdivisi an where the work is performed, or required by any other duly constituted public authority having jurisdiction over the mark of render. Seller Ferber agrees to hold the City of Fort Collins harmless fame and against all liability and loss incurred by them by reason of an Asserted or established rinlation of any such Iaxs, regulations, ordinances rates and requirements. Aull anzation. All panics to this contract agree that the representatives am, in fact, bona fide and pess— full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional tcmn and conditions annexed hmcto or incorporated herein by reference. Any additional or different tans and conditions pmpoxed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediatcly if you cannot make complete shipment to arrive ran your promised delivery date as noted. Time is of the 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, wi[hour limitation, acceptance of partial late deliveries, shall operate as A waiver of this provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Scllcr 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 fault of negligence. such act of God. acts of civil or military authorities. governmental priorities, fires, strikes. Hand, epidemics, wan or riots provided that notice of the conditions causing such delay is given to the Pumhascr within five (5) days of the time when the Seiler fiat 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 of the delay. 3. WARRANTY. The Seller warrants that all goods, articles materials and work covered by this order will conform with applicable drawings, specifications, samples and(or other descriptions given, will be fit for the porpnscs 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 held the purchaser harmless fmm any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach of uamanty. The Seller shall replace, repair Or make good, withom cost to the purchaser, any defects err faults arising within one U) year or within such longer Period of time as may be pmsaribed by law or by the [ems ofany applicable oamnry, provided by the Seller after 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 by the Seller. Acceptance or use of goods by the Purchaser shall not constitute A waiver ofany claim under this warm. my. Except as officamise provided in this pumbase orders. the Sellers liability hereunder shall extend to all damages pmsimately caused by the breach of any of the foregoing mammies or guamntecs, her such liability shall in no event include loss ofpmfurs or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANCES IN LEGAL TERNIS. 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 toms, including additions to or delclimus from the quantities miSinrdly otdo¢d in the specifications or drawings, by verbal or written change coder. If any such change affects the amount due or the time of performance hereunder. an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all partions of the goods then not shipped, subject in any equitable Adjustment between the Parties As to any work ar materials fl ca in progress provided that the Purchaser shall not he liable for any claims for Anticipated profit 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 Seiler with respect to any fund which ere the Scllcrs standard stock. No such termination shall relic's the Purchaser or the Seller ofany oftheir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fmm the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warmnts 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 are subject. The Seiler 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 arc hereby incorporated herein by this reference. The Seller Agrees to indemnify and hold the Purchnscr hamlets from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such Icy. 9. ASSIGNMENT. Neither parry shall assign, transfer. or convey this order, many monies due or to became due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full. clear read unrestricted title to the Purchi for all equipment. materials and items furnished in performance of this agreement, free and clear of any and All liens, restrictions, reservations. security interest cacumbmmccs and claims of others. The Seller shall release the Purchaser and its contractors ofany tier from ill liability and claims of any nature resulting front the performance ofseh work. This release shall apply even in the event of fault of negligence of the parr, released and shall extend to the directors, officers And empbvecs of such party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, hceause 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 processcovered by letter, Patent trademark or copyright. the Scllcr shall indemnify and save harmless the Purchaser front any and all claims for infringement by mason of the use of itch patented design, device, material or process in connection math the contract and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason ofs ch infringement at any time during the prosecution or afer 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 toe 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 said equipment or pans, replace the sane with substantially equal bill noninfringing equipment or modify, it so it becomes anninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers prepeny or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definition, aftcrms used or the interpretation of[hc agreement and the right of all panics hereunder shall be construed underand governed by'the laws ofthe State of Colonda. USA. The following Additional Conditions apply only in cases where the Seiler is to performs work hereunder. including the services ofSellers Rcpo sentativc(s), on the premises oPothces. 17. SELLERS RESPONSIBILITY. The Seller shall carry an said wok al Seller, own risk until the sane is fully completed and accepted, and shall, in case of any accident. destruction Or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's no expense and to the satisfaction 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 al the site and become responsible fleatfor as though such materials and/or equipment were being furnished by the Seller wider the order. 19. INSURANCE. The Seller shall, at his own expense. provide for the payment of workers compensation. including Occupational disease brnefils, to it 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 carry comprehensive general liability including, bill not limited to, contractual and automobile Public lability insurance .will, bodily injury and death limit or at least s306.000 for any one person, s500,00e for any one accident and Property damage limit per accident of S400,fNH). The Seller shall likewise require his contractors. if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any .work upon the premises of others. the Seller shall 0unish the Pumhascr .with A cemificale that such compensation and insurance have been pnrs'ided. Stich certificates shall specify The date when such compensation and insurance have been provided. Such cedifcntcs shall specify, the date when such compensatinn and insurance expires. The Seller agrees that 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 respensdality and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or pmperts' caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller mill indemnify and hold harmless the Purchaser and any or All of the Purchasen officers. agents and employees fmm and against any and all claims, losses. damages. charges or expenses. whether direct or indirect, and whether to persons or pmNrty to which the Purchaser may be put or subject by reason of any act, action. neglect, omission or default on the pan of the Seller. any of his contractors, or any of the Sellers or contractors officer, agents or employees. In case any suit or other proceedings shall be brought against the Purchases, or its officers, agents or employees at any time on account or by reason ofany act, action, neglect. omission or default of the Seller of any of his contractors 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 same at the Sellers own expense, to pay any and all costs, charges, auomcys fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchaser or any of it or their Officers, agents or employees in such suit or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchases. or slid panics in Or as a result of such suits or other proceedings, the Seller will at Once cause the same to be dissolved and discharged by giving bond or otheneise. The Seller and his cantmcmrs shall take all mety preuulions, furnish and install all guards necessary for the prevention of Accidents, comply with All Imes and regulations with regard to safety including. but without limitation, the 01lional Safety and Health Act of 1970 and all rules and regulations issued pursuant the ice. Revised 03/2010