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HomeMy WebLinkAbout493781 LATITUDE GEOGRAPHICS GROUP LTD - PURCHASE ORDER - 9142711PO PURCHASE ORDER 9142711 Page Cliy. of PURCHASE 9142711 1012 ' `t Collins ins This number must appear V ` 1 1 on all invoices, packing sli s and labels. Date: 05/13/2014 Vendor: 493781 LATITUDE GEOGRAPHICS GROUP LTD 200-1117 WHARF ST VICTORIA BC V8W 1T7 Ship To: MIS CITY OF FORT 215 N MASON, FORT COLLIN£ FLOOR 80524-4408 Delivery Date: 05/13/2014 / Buver: DAVID CAREY Note: J Line Description Quantity UOM Unit Price Extended Ordered Price 1 GEOCORTEX ESSENTIALS MAINT FOR TERM: 11/4/14-11/3/17 Per Invoice# 201400477 dated 05/12/14. 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 Total Invoice Address: 11.100.00 ifillli 1101rIrl 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 from state and local taxes. Our Exemption Number is 98-W502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). Goods Rejemed. GOODS REJECTED due to failure to meet specifcumores, either when shipped or due to defects of damage in transit, may be resumed to you for at abd m, net to to replaced except upon receipt of written instructions from Ne City of I. Collins. Inspection. GOODS me subject to the City of Fort Collins inspection on more al, Final Acceptance. Receipt of the merchandise, servicnew a equipment in response to this order can result in authorized payment on the part of the City of For Collins, However, it is to be understood that FINAL ACCEPTANCE is depeMeat upon completion ofall applicable required inspection pracederma. Freight Terns. Shipments must be F.O.B., City of Fart Collim, TW Wood St., Pan Call ins, CO 80522, unless otherwise specified on this oNer. If permission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional chmga fir packing will nut be accepted. Shipment Distance. Where manufacturers have distributing points in various Pans of no, country, shipment is expand from the owner distribution point to destination, and excess (might will be ded what from Invoice when shipments art made( gneamr doommet Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rates of the state, municipality, territory or political subdivision where the work a punfi r fled, Or rauired by any .,her duly coustimled public authority having pimahntion over the work of vendor. Seller further agrees to hold the City of Fan Collins harmless from and against all liability and loss incurred by them by reason of an sit u red or established violation of any such laws, regulahmur oMinn... tales end reformism.. Amhnvation. All ponies to this contract agree that he npresenatives arc, in fact, bow fide and possess full and omplem authority to bind said patties. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated humin set from and nny supplementary or additional Penns and conditions annexN hereto or incoryomted herein by reference. Any addiumid Or different teens and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY, PLEASE ADVISE PURCHASING AGENT immediately if you cannot make ..,lure shipment 1t amve on you, promised delivery date as noted. Time is of she aware. Delivery and performance most be abetted within the time stated on the purchase order and the documents atuched hereto. No acts of the Purchasers including, without limitation, acceptance .1"i ial 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 egmod,le remclles, the optian of placing this miler elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages in a msuh of delays due in causes not reasonably buresaable which are beyond its reasonable control and without its fault of negligence, such ace of God, acts ofavil or military zmhntities, sovemmental prloniea, rates. strikes, flood, epidemics, wars Or hots provided that notice of the conditions causing such delay h given to the Pumoasa within five (5) days of the time whim the Sella first received knowledge therm[ In the sent of any such delay, the date of delivery shall to extended for the period equal W the time actually last by reamn ofthc delay. 3. WARRANTY. The Seller warrants that all goods, articles, Mond, and work covered by this oNer will conform with applicable drawings, spa ficalitw. samples aopur other descriptions Given, will be lit for the pictures inlendd, and performed with the highest degree of care and competence in itaxim ice with accepted starWanta for weak of is 'milar velure. The Sella agrens to bold the purchaser harmless from any loss, damage or expense which the Purchaser may Sufi or incur on account riffle Sellers breach of x'amanty. The Seller shall replace, repair or make good, without cost to the purchaser, any refaces or faults arising within one (1) year or within such longer period of time as may be, prescribed by law or by the terms of any applicable warranty 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 famished by fle Seller. Acceptance or use of goods by the Purchaser shall not wmtimte a waiver crony claim under this warranty. Except in otherwise provided in this purchase order, the Sellers liability hereunder shall extend W ell damage proximately ..it by the breach of any of the fomgoing wmrenti s or guarantees, but such liability shall in no event include loss of profits or loss of sea. NO IMPLIED WARRANT Y OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes in legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Penchi may snake any changes 10 the rearms, other than legal arms including addimax to Or deletions from the quantities originally ordered in the specifications or drawings, by verbal o n change mother . If any such change affects the amount due or the into ofperfmmance bertunder, an equitable adjustment shall be made. 6, TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement its to any or all portions of the goods then not shipped, subject to any equitable adjustment between the panics as to arty work or materials then in progress provided that the Purchaser shall not be, liable for any claims for anticipated profits on the umvmpletM portion of the Goods aricAm work, for iwidenml or whoa no dial damages, and that no such adjustment be made in favor of thc Seller with hapar m nny good which art the Sellers sta stock. No such Rrminalker shall it the Purchaser or the Seller ofany of their obligations as to any good delivered hereunder. T. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the doe the change Or reanimation is ordered. 8. COMPLIANCE WITH LAW. The Sella warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in short compliance with all applicable laws and negotiations to which the good are subject. The Sella shall execute and deliver such documents m may be required to effect or evidence compliance. All laws and regulations natural W be, incorporated in agreements of this character are hereby incoryomted herein by this reference. The Sella agrees to indemnify and hold the Purchaser humdess (rum all costs and damages suffered by the Purchaser in a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither pant shall retailer, roundlet. or convey this polar, or any monies due m to become due hereunder without the pdm wnrrn attempt ofthe older party. IO. TITLE. The Seller warrants full, clear and unmsoimed rifle to the Purchaser for all equipment, materials, and items famished in pednrmance of this agreement, forte and clear of any and all liens, restrictions, motivations, security interest encumbrances and claims of others. IL NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to rcise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptmace of or Payment for goods hereuMer or approval ofthe design, shall not release file Seller of any of the xa ,a. or obligations of this pmcbase order wad shall not tr deemed a waiver of may right of the parchater to insst upon strict performance hero for any of is righs or remedies as W any such good, regardlem of when shipped, received or accepted, as to any prior or subsequent derra t hereuMer. nor shall any paToned oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser magrom that in actual actinium practice, overcharges resulting firm antitrust o.hoiow are in fact bonze by the Purehaur. Tlrcmofare, far good wua and as eur,sidemtian fir executing this pmchue order, the Seller hereby assigns It dre Purolator any and all claims it may . have or hereafter acquired under f deml or state antitrust laws for such overcharges relating W the particular goods or survivor purchased Or acquired by the Paramour pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Purchaser directs the Sella to normal nonconforming or defective goods by a date to be agreed upon by the Purchase wd the Sellrn and the Seller thereafter indicates in chadi tity are unwillingness m comply, the Purchaser may cause the work et be performed by rite most expeditious meaty aaaliable a it, and the Seller shall pay all cos. associated with such work. The Seller shall release the Purchaser and its contractors of any tier from all liability, and claims of any nature resulting from the performance o6uch work. This release shall apply even in the event of fault of negligence of the patty released and shall extend W the directors, efcers and employees ofmch party. The Sellers ciammorual abligarions, including warranty, shall not be capital to be reduced, in any way, because such wart is performed or caused to be Performed by the Purchaser. 14. PATENTS. Whenever the Sella, is requirel to use any design device, material or process covered by letter, patent trademark or copyright, the Seller shall indemnify and save Imrmleas the Purchaser from any and all claims for infringement by reason of the use of such Patented design, device, material or prows in connection with the construct, and shall indemnify fle Purchaser for any cost ea,. or damage which it may be obliged to pay by mason of such infringement at any time during the prosecution or men the completion of the work. In case mid equipment, or any pan thereof or the intended use of the goods, u 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 at its option, either procure for roe Purchaser the right to continue using said equipment or pans, replace the mire with m11,13mundly egnal but noninfringing equipment, or modify it so it becomes misinforming. I S. INSOLVENCY. If tM Seller shall become irtwlvent or bankrupt, make an assignment for roe bereft of creditors, appoint a receiver or trustee for any of the Sellers propel or business, this order may forthwith be caweled by the Pu mhasa without liability. 16. GOVERNING LAW. The definitions croupous rued or the interpretation of the agreement and the rights of all panics hereunder shall be oar ued under and Svarred by the laws ofthe State ofC.I moo, USA. The following Additional Conditions apply only in arms where the Sella is so perform work hemunda, including the sm'ica of sellers Rep armentive(s), on the Premises of others. 17. SELLERS RESPONSIBILITY. The Sella shall carry no said work at Seller's awn risk until the same is fully completed and accepted, and shall, in u Of any accident destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Sellers own expense and W the satisfaction of me produc r. When materials and equipment are f fished by others for installation or erection by the Sella, the Seller shall receive, unload, store and handle same or die site and became raponsible therefor am though such mateni ds andAm equipment were being famished by the Seller under the order. 18. INSURANCE. The Seller shall, at his awn expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, and/or W their dependents in accordance with the laws of the state in which the work is no be done. The Seller shall also wary mmprchcmive general liability including, but not limited to, communal and aummobile public liability imuranc , win bodily injury and death limits of st least S30ROW for any one pecorm 5500,000 for any one accident and property damage limit per accident of SWILDI . The Seller shall likewise ratio, his communism. irony, 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 Purchase, with a cmriate that ach compensation and insurance have been provided Such eci ifcatn sMll specify the date when such amalgamation and insurance have been provided. Such certificates shall specify the data when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work is coroplaW and i ecepted 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sella hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or wutrc whatsoever W persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers offirma, agents and employees from and against any and all claims, losses, damages, charges Or expenses, whether direct or indirect, and whether to persons or property W which the Producer may be, put or subject by reason of any act .... stellar, omission or default on the pan of the Sella, any of his wmmcmM Or my of the Sellers or wnrmcoma officers, agents or 1. com any it m oNer proceedings shall be brought agaiwt rho Purchases, or its officers, agents or employees at any time on account are by reason of my act =lien. neglect omission or default of the Sella of any of his contractors or any of its or than officers, agents or employees as aforesaid, the Sella hereby agrees to assume the defense Hereof and to defend the same at the Sellers own expense, to pay any and all cmo, charges, attorneys fees and other expenses, any and all judgments that may Its, 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 placed upon or Obtained against the property of the Purchaser, or said panic in or as a result Of such sues or other proceedings, the Sella will at more cause the tame to be dissolved and discharged by giving bond Or oflmvise. The Sella and his centimeters shall take all safety precautions, fuMeh and unroll all guard nmessary for the prevention of accidents. comply with all laws and regulations with regard W safety including, but without limitation, thm Occupational Safety and Health Act of 1970 and all rules and regulations issued pursnact thercm. Revised 03R010