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HomeMy WebLinkAbout405826 REPLICON INC - PURCHASE ORDER - 9141582City of .F6rrt Collins Date: 03/17/2014 Vendor: 405826 REPLICON INC 830, 913 - 7TH AVE SW CALGARY,ALBERTA T2P 31\18 CANADA PURCHASE ORDER PO Number Page 9141582 101`2 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 CO 80521 Delivery Date: 03/17/2014 Buyer: PAUL, GERRY Note: Line Description Quantity UOM Unit Price Extended Ordered Price I SSA Time Tracking Program City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 7,755.00 Total $7,755.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terrns and Conditions Page 2 of 2 1. COMMERCIALDETAILS. Tax exemptious. By statute the City of Too Collins n exempt fmm stale and local taxes. Om Exemption Nmnbw is 98-04502. Federal Excise Tax Exemption Certificate of Registry Mulaid0581 is registered with the Collator of Internal Revenue, Dmoo. Colomdo (Ref. Colorado Revised Statmw 1973, Chapter 19-26,114 (a). Goods R jeded. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may he returned to you for credit and arc not to be replied except upon receipt of written instructions fmm the City of Fort Collim. Impaction. GOODS are said., la the City of Fort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or equipment in response to this oMer can result in authorized payment on the pun of the City of Too Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent.,. romplerion of all applicable required inspection procedures. Freight Tams. Shipments most be F.O.B., City of Fort Collins, JOB Wood St, Fort Collins, CO 80522, unless othemiu specified an this order. If pmnission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. where manufacturers have distributing points in various puts of the country, shipment is expected from the nearest dishil mion point to destination, and excess freight will be deducted fmm Invoice when Shipments are=de from greater distance. 11. NONWAIVER. Failure of the Purchaser w insist upon strict geriatrician of the terms and mtddiom hereof. failure m delay w exercise any rights or rentaics pmvidcd herein or by law, failure to promptly notify the Seller in the event of s breach, the amrytance of., payment far goads hereunder or approval argue design, ahmll rest release the Seller of any of the ..arm, or obligations of this purchase oMe, end shall not Ix domed a waiver of any right of me pmchaser to insist upon strict performance momfor any of its rights or remedies as to any such goods, regardless of when shipped, received or acttpted, m to any prior or subsequent default hereunto, nor shall any purported oral modification or rescission of this purchase order by fie Purchaser operate as a waiver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overclmrges resulting from antitrust violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for torturing this purchase onlcq the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal a, state antitrust laws for such m'erchar es relating m the particular goods or sm'iar purchased o, acquired by the Purchaser pursuant. this purchase order. 13. PURCI LASERS PERFORMANCE OF SELLERS OBLIGATIONS. Tithe Purchase, directs the Sella m rerrect manufactured err defective goads by a data b be agreed upon by the Purchase, and the Seller, and the Seller thereofter indicates its inabilityor unwillingness a comply, the Purchaser may cause the work W be performed by the most expeditious ream available to it and the Seller shall pay all costs assooiated with such work. Pemdh. Sella shall procure at sellers sole cost all necessary permits, ttnifwra and live. required by all applicable laws, regulations, ordinances and mas of the state, mmriciFelity, territory or political subdivision When the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees W hold the City of Fan Collins hmmless favor and against all liability and Ian incurred by them by reason of an asserted or nmblisbed violation of any such laws, regulations, on inames, rules and ntspr o m a s. Authorization. All panics to this contact agree that the representatives are, in fuel, bona fide and po,,as fit and omphem an rwuvry m bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and condition, slated herein set foM and any supplcmearary or additional term and conditions annexed hereto or incorporated herein by ref -me. Any additional or different timmi and renditions proposed by seller err objected to and hereby jeded. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT' iroachnely ifyou cannot make complete shipment N move nn yanr, promised delivery data as noted. lime is of the essence. Delivery and performance must be effected within the time stated on the purchase order aM the knoi.m. attached hereto. No acts of the Purchasers including, without hatia,ior, , .ce na ee ofpaftial late dehin des, shall operate ns a waiver ofthis provision. In the event crony delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option urinating this order elsewhete and holding the Seller liable for damages. However, the Seller shall not he liable for damages In a result of delays due to moues net reasonably foreseeable whidm are beyond its mawnablc control and without its fault of negligence, such acts of God, acts ofcivil art military authorities, governmental priorities, fires, stokes, flood, epidemics, wars or riots provided chat notice of the marine. causing such delay is given to the Parchaser within Eve (5) days of the time when the Sella f t received knowledge fenmf. In the event of any such delay, the date of delivery shall be extended far the peril equal to the fire actually lost by reason of fe delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples wi other hwriptions given, will be fit for the purposes intended, and perfomol with the highest degree of core and compeeme in xwrdance, with accepted standards for work of a imilar rawrt. The Seller agrees to hold the purchase hmmlcss from any, loss, damage is, expense which the pmchaser may suffer or incur on account of the Sellers branch of wamory. The Seller shall replace, reform or make good, without cost to fie purchaser, any defects or tooth arising within one (1) year m within such longer peril of rime n retry be prescribed by law m by the terms of my applicable warranty provided by the Seller ever fie date of ,weeptantt of fie goods Nmished hereunder (acceptance not t. he unseasonably, dal,od). resulting Gom imperfect or defective work dome or materials famished by the Seller. Acceptance or sees of goads by the PurcM1aa shall not constitute is waiver army claim under this inventory. Except as otherwise provided an this porchsse, order, the Sellers liability hereunder shall extend to all thmaSa proximarely caused by the breach of any of the foregoing warranties or guaanmes, but such liability shall in no event include lass of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERb15. The Furchaser may make changes rev legal temp by writion change unto. 5. CHANGES W COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from rise quantities originally ordered in the speciEcmim, or drawings, by verbal or wimen ebange.Nee If any such change alfech the amount due or fie time ofperfommnce hermde, an climbable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, tionfi am Nis agreement as to any of all portions cr fie goods than not shipped, subject W any yi iable adjustment between the ponies 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 earlier work, for incidental or consequential damages, and Our no such adjustment be made in favor of the Seller with respect N any goods which a e the Sellers standard stock. No such temination shall relieve the Purchaser or fie Sella of any offeif obligations. to any goods delivered hereunto. T CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days frown the date the change or termination is order ceder 8. COMPLIANCE WITH LAW. The Sella warrens that all goods sold he mnader shall have born produced, sold, delivered and f isbed in strict compliance with all applicable laws and regulations to which the goods are subjmL The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and mR dwions required m be newpoated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to .&.try and hold fie Purchomr harmless fmm all costs and damages suffered by the Purchaser ns a result .f the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfo, or convey this order, or any monies due or to become due hereunder without the Prior written ..a., of the the, Funny. ILTITLE. The Seller warrants full, chair and amesmiaedtitle to the Purchaen, for all equipment, materials, end items famished in Performance of this agreement free and clear of my end all liens, restrictions, reservations, security interest ancumbances and claims ofmhers. The Seller shall release the Purchaser and its contractors of any tier farm all liability and claims of any nature resulting from the performance ofmch work. Tbis release shall apply even in the event of faul, of negligence of the party released and shall extend to the dhectom. officers ad employees ofsuch Party. The Sellers contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed err ...sail to be performed by the Purchase,. 14. PATENTS. Wfeneer the Seller is requited t. use any design, device, rommal or process covered by letter, pmmL trademark or copyright, the Sella shall indemnify and save harmless the Purchaser from any and all claims for infima rent by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchamr for any cost, expense or damage which it may be obliged rev pay by reason of such infringement at my time during the prosecution or after the completion of the work. In one said equipment, or any pan thereof or the intended are of the goads, is in such suit held a constitute infugemen, and the use of said equipment or pan is enjoined, the Seller shall, st its own expense and at its option, either Pogue, fro the Purchaser the right to continue using said equipment in pans, replace the same with substantially egnal but nmdnfmging expmipm ad, or modify it so it becomes noninfnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankmpt make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith he canceled by the Purchaser without liability. 16. GOVERNENG LAW. The definitions of terms used w he marponanion of the agreement and The rights of all parties hereunder shall he construed under and governed by the laws ofthe State of Colorado, USA. The fallowing Additiorel Coseditiorn apply only in cases when the Seller is to perform work hereunder, including fie smices of Sellers Repreacriance(s), an the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk wit[ the same is fully completed and accepted, and shall, in ere of any accident, d.nunion or injury w the work anNor .1tauds before Sellers final completion and acceptance, complete fie work at Sellers own expense and m the smisGetion of etc Purchaser. When commals and equipment are fished by others for installation car emni.n by the Seller, the Seller shall necme, maksm, stare and handle come at the site and become responsible therefor us though such materials and/or equipment were being furnished by the Seiler under the oMe,. 18. INSURANCE. The Sella shall, at bis own expense, provide far the paymca of workers corepematiom, ircluding compatiowl disease benefits, to its employees employed on or in examoction wit the wont covered by this purchase anim andtm to their dependents in accordance with the laws of fie sate in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contmdnal and automobile public liability insurance with Lobly injury and death limits of nt Icast $300,O01 E, any car person, $500.000 for any one accident and propmy damage limit per accident of 5400,000. The Seller shall likewise require his commission, if any, o provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any weak upon fie penises of others, the Seller shall famish the PmChaser with a cumif came cost such compensation and insurance have been provided. Such certificates shall spoon fie date when such compensation and insurance have been provided Such mnificmes shall specify the date when such compensation and insurance expires. The Seller ,,an that swb comprnsation and imumove shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire respmnibiliry and liability for any and all damage, loss or injury of any kind r nature whatsoever to proorts or pmpmy caused by or resulting fmm the execution of the work provided Ins in this 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 from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons o, property to which the Patina may To put or subject by renown of any act, action, nadact, omission m deficit on ere part of the Seller, any of his umanco s. or any of fie Sellers or ontactors often, agents or employee& In case any suit ,, other proceedings shall be brought against the Purchaser, or its ofcers, .gnus or employees at any time oa act. err by reason of any act, action, neglect, omission or default of the Seller of any 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 fie tome at fie Sellers own expense, to pay any coal ell casts, Outlets, avomeys fees and ore, expenses, any and all judgments that may be imurted by or obtained .gains, the Purchaser or any of its or their .Ever, agents or employees in such suits or other prottdivgs, and in can judgmmt or other lien be placed upon or obtained against the papering of the Purchawt or said Forms in or as a nor of such suits or other proceedings, the Seller will err once cause the same to be dissolved and discharged by giving bond or otherwise. The Sella and his contractors shall take all safety precautions, furnish and install all guards necessary for fie prevention of accidents, comply with all laws ad regulations with regard to safety including, but without limitation, fie Occupribeal Safety and Health Act of 1970 and all toles.oul regulations issued amorm, themo. Revised 03R010