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HomeMy WebLinkAbout465444 SPIRAE INC - PURCHASE ORDER - 9122750City of �Fort Collins Date: 0511412012 Vendor: 465444 SPIRAE INC 320 E VINE DR SUITE 307 FORT COLLINS Colorado 80524 PURCHASE ORDER PO Number Page 9122750 1of2 This number must appear on all invoices, packing slips and labels. Ship To: CITY MANAGER CITY OF FORT COLLINS 300 LAPORTE AVE CITY HALL WEST- 1ST FLOOR FORT COLLINS Colorado 80521 Delivery Date: 05/14/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price r Smart Grid Live 2012 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 1 LOT LS 25,000.00 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tem3s and Conditions Page 2 of 2 I. COMMERCIALDFTAILS. Tax exemptions, By statute the City effort Collins is exempt fmm state rand local taxes. Our Exemption Number is 11. NONWAIVER. 98-fW502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Failure of the PnrehO cr to insist upon strict performance of the woos and conditions hereof, failure Or debiv to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1073. Chapter 39-26. 114 (n), exercise tiny rights or remedies pmvidcd herein orb) lam, failure to pmmpdv notify the Set let in the event of a breach, the ticecptxncc of or pnymcm For goods hereunder or approval o(thc design. Shull not release the Seller of Goods Rejected. GOODS REJECTED due to fnilure m meet specifications, either when shipped or doe m defects Of tiny of the wamn ties or obligations of this purchase order and ,shall not be deemed a waiver of any right of the damage in transit, may be returned to you for credit and arc not to be replaced ezccpt uPoo receipt of written Imrchnscr to insist upon .strict performance hercafor any of its rights or remedies as to any such goods, regardless instructions form the City Of Fort Collins of when shipped, received err neequcd, as to any prior or subsequent default hereunder, nor .shall any purported oral modification or rescission oflhis purchase order by the Purchaser operate as a waiver ofany of the terms Inspection. GOODS am subject to the City of Fon Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise. services or equipment in response to this Order can result in 12, ASSIGNMENT OF ANTITRUSTCIAIMS. authorized payment on the pan of the City of Fon Collins. However. it is to he understood that FINAL Seller anti the Purchaser recognize that in actual economic practice, mercharga resulting from antitrust ACCEPTANCE is dependent upon completion ofell applicable required inspection preecdoms. violations arc in fact home by the Pamhuxcr. Theretofore. for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all drams it may now have or hereafter Freight Temms. Shipments most be F.O.H.. City of Fort Collins, 7MI Wood St.. Fort Collins, CO 80522. unless acquirct under federal or .state antitrust laws for such overcharges rclatinp to the particular goods or xervices otherwise specified on this order. If permission is given to prepay (night and charge separately, the original freight purchased m 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 Tribe Purchaser diccts the Seller to correct nonconforming or defective goods by a date robe agreed upon by the expected fmm the nearest distribution paint to destination. and excess freight will be deducted from Invoice when Purchaser and the Seller.and the Seller therea0cr indicates its inability or unwillingness to comply, the Purchaser shipments are made form greater distanec. may cause the work to be performed by the most expeditious means available to it, and the Seller shall Pa, all costs axsmiated with such nark. Permits Scllcr shall procure at sellers sole cost all necessary permits. certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state. municipality, territory or political subdivision where the work is mrfommed, or required by any other duly constituted public authority having jurixdict ion over the work of vendor Scllcr further agrees to hold the City of Fort Collins hamuess firma and against all liability and loss incurred by them by reason of an asserted or established violation crony such laws, regulations ordinances. rules and mgndrenwmt;. Authodzntion. All panics to this contract agree that the representatives are. in fact, burn fide and passcsx full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expresdy limits acceptance to the terms and conditions stated herein set tomb and any supplementary or additional temu and conditions annexed hereto or insurgentcd herein by reference. Any additional or difrcrcnt terms and conditions proposed by seller arc objected to and machy rejected. 2. DELIVERY, PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on roar promised delivery date as noted. Time is critic 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 oft amial late deliveries, shall operate as a waiver of this provision. In the event of any delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this Order ch comm and holding the Seller liable for damages. Hmwerct the Seller shall not he liable for damages ns a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its Guilt of ncgligcnec. such acts o(God. acts of civil or military authorities governmental priorities rims. strikes. Brand, epidemics. wars or riots pmvidcd that notice of the conditions causing such delay is given to the Purchaser within fire (5) days of the time when the Seller first reccired knowlntge 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 ..at, that all goods, imicicc materials and work covered he this order will conPomn with applicable drawings, specifications, samples andfor Other descriptions given, will he fit for the pirlwscs intended. and performed with the highest dcgrec of care and compcteacc in accordance with accepted standards for work Of m similar nature The Seller agrees to hold the purchaser him less form any loss, damage or expense which the Purchaser may suffer or incur on account of tIm Sellcrs beach of warranty. The Scllcr shall replace, repair or make good, without cost to the purchaser any defects m faults arising within one (I) year or within such longer period of time as may be pmwribed by law or by the Icrms ofany applicable warranty pmvidcd by the Seller after the date Of acceptance of the good fumixhcd hereunder (acceptance not to be unrcaxonmhly delayed), resulting front imper(cct or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a is meet ofany claim under this se manty. Except as Otherwise pmvidcd in this purchase order, the Sellers liability hcrcundcr shall extend to all damages pmaimatdv caused by the breach crane of the foregoing wematics or guarantees, but such liabiliy shall in no event include loss of profits Or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal tans; by written change order. 5, CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms. other than legal terms. including additions to or deletions front the quantities origirully mdced in the specifications err drawings, by verbal or written change order. If any such change arrests the amount due or the time o(perfommeme hcrcundcr, an equitable adjustment shdl be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any Or all Pomjnas Of the goods then not shipped, subject to any equitable ndjustmcat 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 uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such f(hostment be made in (am Of the Scllcr with respect to any goods which are the Sellers standard stock. NO such termination shall relieve the Purchaser or the Scllcr of am' o(thcir obligations as many goods delivered hcrcundcr. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days From 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 goods are subject. The Seller shall execute and deliver such documens as may be required to effect or evidence compliance. All hors and regulalions required to he incorporated in agreements of this character are hereby incorporated herein by this mfitmocc. The Seller agrees to indemnify and hold the Purchaser hamdcss front ill cats and damages suffered by the Parchnser as a resell of the Sellers failure to conmphv wvith such him. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this under. or any monies due or to become due hems der without the prior written consent of the other party. Ira. TITLE. The Seller warm tits full. clear and unrestricted title to the Purchaser for all equipment materli is and items furnished in performance of this agreement free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims ofnthers. The Seller shall release the Purchaser mad its contractors of any net fmm all liability and claims of any nature resulting Firm the perfomnnec o(such work. This release shall apply even in the event of Fault of negligence of the party released and .shall extend m the directors. Officers nail employees OFsuch party. The Settees contractual obligations, including warranty. shall not be deemed to be reduced, in any way, because such work is performed or caused to he performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to asc any design. device. material or pmccas covered by letter, patent. trademark or copyright, the Seller shall indemnify and save hamdcs 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 shill indemnify the Purchaser for tiny cost expense err damage which it mxv be obliged to pay be reason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment. or any pan thema(or the intended rise Of the goods, is in such snit held to constitute infringement and the use of .said equipment Or pun is enjoined. the Seller shall. at its own expense and at its option, either porcine for the Pambascr the right to continue using said equipment or parts, replace the same with substantially equal but onnin(ringing equipment. or modify it so it becomes mrninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt. make an assignment for the henefit of creditors, appoint a receiver Or trustee for any of the Sellers property of business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions Of tents used or the interpretation o(the agreement and the rights ofall panics hereunder shall be coostmed traderand governed by the hiss ofthc State o(Colout USA. The fallowing Additional Canditionx apply only in eases where the Seller is to Perform work hereunder, including the services Of Sellcrs Rcprcscatiivc(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall cam on said work it Sellers own risk until the same is fully completed and accepted. and shall, in case of any aceit4rat. destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Sellers earn expense and to the satisfaction o(the Puchaser. When materials and equipment are fumixhcd by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle v me at the site and beeonmc responsible Ihcmfor as though such materiels and/or equipment were being furnished by the Seller under the order. 19. INSURANCE. The Seller shall, at his own expense, pmvidc for the payment of worker, compensation, including occupational disease benefits. to its cntployecs employed on or in connection with the work covered by this purchase order, mayor to their dependent in accordance watt, the laws of the state in which the work is tu be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insura nee with hodily injuryand dcmth limits cf at least S300.000 for tiny one person. S500,000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, if nay, to provide (.such compensation and insurance. Pcfoec any o1'the Sellers or his contractors employees shall do my work upon the pr iaiscs mf.hers, the Scllcr shall furnish the Purchaser with a cenifcatc that such compensation and insurance have been pmvidcd. Such certificates shall specify the date when such compcnsmion and insunacc hone hcen pmvidcd. Such cerriftrnms shall specifv the date when such compensation and insurance expires. The Sellcr agnces That such compensation and insurance shall he maintained until alter the entire work is completed and mccepcd. 10, PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hereby asssnnex the entire responsibility and liability for any and all damage. loss or injury of any kind or nnlure whatsoever to persons or pmperty emicd by or resulting From the execution offl a wvnrk provided for in this purchase oulcr or is connection herewith. The Seller will indemnity and hold harmless the Purchaser and env or all of the Purchasers officers, agents and employees (ran+ and ugainst any and all claims, losses, damages, charges or expenses, whether direct Or indirect. and whether to persons or property to which the Purchaser rant be put or subject by mama of any act, anion. neglect, omission or default on the Part of the Seller, any of his contractors, Or any of the Sellers or contractors officers, agents or employees. In case any suit or other Proceedings shall be brought ugninet the Parchnser. or its omccrs, agents Or cntployecs at any time on account Or by tens.. of any net, action, neglect; omission of default of the Seller of any ol'his contractors or any of its or their Officers, agents or employees is aforesaid, the Seller hereby agrees to assume the defense thereof zmd to defend the .ante at the Sellers ....n expense, to pay any and all costs, charges, attorneys fees and other expenses. ,any and all judgments that may he ineurcl 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 placed upon or ermined agninm the property of the Purchaser, or said poetics in or as a result ofsuch suits or other proceedings. the Seller will it once cause the sane to be dissolved and discharge,] by giving bond ton other mkc. The Seller and his emomcrnrs shall take all safety precautions. furnish and install all guards necessary for the prevention of necidcros, comply with all laws and mutlmions with regard to surety including. but without linnuitimn, the Occupational Sardy ind Health Act of 1970 and till rules and regulations issued pursuant heman. Revised 0312010