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HomeMy WebLinkAbout132861 TRAFFICWARE LTD - PURCHASE ORDER - 9142050Fort Collins Date: 04/10/2014 Vendor: 132861 TRAFFICWARE LTD 1009-B SOLANO AVE ALBANY CA 94706 PURCHASE ORDER PO Number Page 9142050 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: TRAFFIC OPERATIONS CITY OF FORT COLLINS 626 LINDEN STREET FORT COLLINS CO 80524 Delivery Date: 04/10/2014 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Synchro Plus License Upgrade As per Invoice 6246 for 4 Lic. 2 Support and Maintenance Effective thru April 2016 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@fogov.com 1 LOT LS 1 LOT LS 8,726.40 1,308.96 Total $10,035.36 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. COMMERCIALDETAILS. Tax exemptions. By statute the City of Fan Collins is exempt from sum and local traces. Our Exemption Number is 11. NON WAIVER. 98-04503. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to inset upon must performance of the terns and conditions hereof, failure or delay to Inimmal Revenue, Denver, Colorado (Ref. Cut omit. Revised Shamus 1923. Chapter 39-26, 114 (a). exercise any rights or remedies provided boom or by law, faille, 1r pmmp0y notify the Seller N the event of a breach, the weepers, afar payment for goods hereunder or approval ofthe design, shall not releve she Seller of Goods Rejected, GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any fight of the damage in transit, may be intumed to you for credit and are not to be replaced except upon mceipt of wrinen Purchaser to insist upon strict performance hoomfor any of its rights or remedies as to any such goods, regardless instmctions from the City of Fort Collins. of when shipped, received or weeptec, as to any prior or subsequent default hereunder nor shall any purported oral modification or resclsslon of this purchase order by the Purchaser operate a a waiver of any of the tom¢ Irspection. GOODS are subject to the Cry of Fall Collins inspection on arrival. hereof, Final Acceptance. Receipt of the merchandise, services or equipment in response to this or can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. amhorized payment on she pan of the City of Felt Collins. However, it is an be understood that FINAL Seller and the Purchaser cologne that in actual economic practice, overcharges resulting from antitrusr ACCEPTANCE is dependent upon completion of all applicable required impaction prwodu l s. violations are in fan home by the Purchaser. Theretofore, for good cause and re consideration for executing this purchase order the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Tema. Shipments must be F OM, City of Far Collins, 700 Wood St., Fun Collins, CO 80522, unless acquired under federal or sum antitrust laws for such overcharges relating in the particular goods or services otheaise specified an this oNer. if prnnission is given to prepay freight and charge separately, the original freight purchased an acquired by roe Purchaser pursuant m this purchase order. bill must accompany htvoace. Addirioal charges for packing will net be accepted. 1ft PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Where maraufwhrers haveBastin contributing is sfreigoa pens of fire louver or inability goods by to be on byPerch the Par Sell r, exa1, mee. d excess Invoice w expelled f the nearest distribution Point to destiwtion, find excess freight will be deducted from Invoice when mom ser nm indicates iu inability or unwillingness to comply, the Purchaser do eaftimnonconforming es rwri a Purchaser and the Seller, and the Sellery comply, Parc and t e a d ffu Se shipments are node from greater dishnce. me may came the work 10 be pnformW by the moss expeditious means available m it, and the Seller shall pay all costs associated with such wort. Permits. Seller shall procure ed sellers to cast all necessvry permits, c,mifimly wed licean required by wall applicable laws, gelation, and rules or political subdivision where state, municipality, mitt' The Seller shall the and its contractors of any tier from all liability and claims of any azure airedreductionsa r duly ha over the work the work is performed er rryused by any other dolt' public authority M1avin,i..11 ce wince a performance resulting form the pnformana afswh work. from and egaiar all liabiliry and loss vendor, Seller further agrees m hold the City of Fon Collin haf [q Fun by mamn of an assenW or esubl¢hcd violation of any such laws, regulation, orJinanm, roles n any s steer ,a incorrect This rcleaa shall apply raven in the of fault of negligence of We parry released and shall extend ro the and mryimnents. ro cal ch p directors, arccrs and employees ofsuch party. Authoaearion. All ponies to this contract agree that she representatives are, in fact, Was fide unit possess full and complete authority to bind said panics. LIMITATION OF TERMS. This purchase Order expressly limits xeceptwm m the terra and condition swed herein tit forth and any supplementary or additional temp and conditions annexed harem or incorporated herein by reference. Any additional or different aeon and conditions pmpaa•J by seller art objected to and hereby rtjenW. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immedimely if you cannot make complete shipment 10 arrive on your promised delivery date as noted. Time is of the essence. Delivery and Performance malt M effected within she time natal on the purchase order and the documents couched hereto. No acts of the Parehasem including, without limiufion, wapmnre of partial late deliveries, shall ,am e w a waiver of Nis provision. In the event of any delay, the Postponer shall beer, in addition 1r other legal cal tq.i.blc amedies, the option of placing this order elsewhere and holding the Serer fable for damages. However. the Seller shall act be liable for damages on a Tama of decoys due to causes not wasombly foreseeable which are beyond its compensate control and without its fault of negligence, such ace, of God nor, of civil or military aathaanies, governmental priomies, fires, sakes, flood, epidemics, wars or riots provided that notice of the condition coning such delay is given m the Purchaser within rive (5) days of the time when the Seller firm received knowledge duccof. In the event of any such delay, the date of delivery shall be extended for the period equal as the into wtuuly last by ncamn of the delay. 3. WARRANTY. The Seller wmmew that all goads, articles, menials and work covered by this order will conform with applicable drewiugs, specifications, samples maker other descriptions given, will b, fit for the purposes married, and performed with the highest degree of care and competence in warehouse with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser Iernless from any loss, damage or expense which the Furcham may suffer or incur on account of the Sellers breach of warranty. The Seller shut replace, repair or make good, without cost to the purchase, any defects or faults arising within one (1) year or within such longer period of time as maybe prescribed by law why the forms army applicable warranty provided by the Seller after the date of acceptance i f the goods famished hereunder (ace,am e, not to be unreasonably delayed), resulting fmm impcifttl or defective work done or materials famished by the Seller. Acceptance or use of good, by the Purchaser shall not rnstimte a waiver of any claim under this warranty. Except w otherwise provided in this pashas, order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liabil lty shall in no nant 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 terms by wrinen change order. 5. CHANGES IN COMMERCIAL TERMS. The Purehas may make any changes to the mesas, other tlmn legal terms, including additions as or deletions from quantitiesoriginallyordered in the sparilwatim, or drawings, by verbal or written change ante, if any such chunge aficets the amount due or the time of performane, hereunder, an equitable adjustanou shall be made. 6. TERMMATIONS. The Purchaser may at any time by written change order, terminate this ugreemmat as to any or all pomions of the goods then not shipped, subject to any equitable adjustment 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 prois on the uncompleted portion of the goods ankur work, for incidental or consequential damages, and that no such adjustment b, made in favor of the Seller with respect 1r any gaol which are the Sellers wandard stalk. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. T. CLAIMS FOR ADJUSTMENT. Any claim for adjustment mast be nsemed within shiny (30) days from the dam the change or termination is radial 8. COMPLIANCE WITH LAW. The Seller warrants that all goads sold hmmrder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the good art subject The Seller shall execute and deliver such documents w may be required to effect or evidence compliance. All laws end regulations required to be incorporated in agreements of this character are hereby incorporated herein by this inference. The Seller agrees to indemnify and hold the Putchnm harmless from all cats and damages suffered by the Primmer as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall resign, transfer, or convey this order, or any monies due at to become due hereunder without the prim wrinen content ofthe other pi 10. TITLE. The Seller sorrow full, clear and umesucted title to the Purchaser foot all equipment, aatnfals, and it. furnished m per(ormane of this agreement free and clew of any and all law. rwtrinion, mrnulions, security interest memnbmnces and claims o f others. The Seller's communist obligations, including warmnry, shall col be deemed m be reduced, in any way, became such work is performed or caused m be, performed by the Purchaser. 14. PATENTS. Whewver flee Seller us mounted! to use any deign, deep, imperial or process covered by lever, patent, mddrnark or copyright the Seller shall indemnity and save hamdas the Pmchaerf navy and all claims fro inGngement by reason of the use of such pwenmd design, device, maerial or process in connection with the contract, and shall indemnify the Purchaser for any con, expense at damage which it may be obliged w pay by reason ofsuch infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended we of flee good, is in such suit held in constitute infringement and the use 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 wing said equipment or parts, replare the same with subtract octal but norinrnging equipment, or modify it so it becomes non tinging. IS. INSOLVENCY. If she Seller shall become insolvent or bankmpt, make un -signal for the benefit of creditors, a,,far a receiver or uustee for any of the Sellers property or business, this oNer may forthwith be canceled by the Panama, women, liability. I& GOVERNING LAW. The defini of more and or the anto,weratic n of the agreement and the rights of all pasties hereunder shall be command of and ovented by the laws ofthe Sure of Colorado, USA. The following Additional Condition apply only in owes where the Seller is to perform work hereunder, including the acrvima of Sellers Repmaemativa(d, on the premises of lifers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk unlit the same is fully completed and accepted, and shall, in se of any accident, destruction or injury in the work mirror materials before Sellers final completion and acceptance, complete the weak at Sellers awn expense and ro the satisfaction of the Puchaser. When materials and equipment are burnished by others for installation or erection by the Seller the Seller shall receive, unload, store and handle same at the site and become responsible therefor w though such materials ankor equipment were being famished bythe Seller sea&, he oNer. 18. INSURANCE. The Seller shall, w his own expense, Provide fur the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this parchme order, sniper to their dependents in accordance with the laws of the arts in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to. contractual and automobile public liability insurance with bodily injury and death limits of at least $300 pr n for any one p,mon, $501 for any one accident and progeny damage limit per accident of $400,000. 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 famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such cenificares shall specify the date when such compensation and inaromme expires. The Seller agrees that such compensation and i ourance shall be maintained until aster the entire work is completed and awepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes be entire responsibility and liability for any and all damage, loss or injury army kind or nature whatsoever to person or property caused by or resulting from the ecovedon efthe work provided for in this purchase order or in connection herewith, The Seller will indemnify and hold harmless the Purchwer and any r all of the Purchasers officers, agents and employees from and against any and all claim, losses, damages, charges or expenses, whether direct or indirect, and whether to person, or property to which the Purchaser may be put or subject by =am of my act, action, neglect, omission or default on the pan of the Seller, any of his contractors, or my of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be bmughi against the Purchaser, or its officers, agents or employees at any time on account or by mason of any act, notion, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees w of said, the Seller hereby agrees to assume the defense thereof and to defend the more at the Sellers own expense, to Pay any and all costs, charges, atmmeys falls and athn expense; any and all judgments tit may be roamed by or obtained against the Purolator, or any of its or the officers, agents or employees in such suits or other proceedings, and in case judgment or other lam be, placed upon or obtained against the property of the Purchaser, at said parties in or w a result of such suits or other prweMings, the Seller will at once caul the same to M dissolved and decherged by giving bond or otherwise. The Seller arm his contractors shall take all safety precautions, famish and im ill of guards necessary for the prevention of wcidems, comply with all laws and regulations with regaN in safety including, but without limitation, the Occupational Safety and Health Act of 1970 rand all rates and regulations issaed parsuznt therein. Revised 034?010