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HomeMy WebLinkAbout508060 CLEVER DEVICES LTD - PURCHASE ORDER - 9125809 (3)Fort of Date: 05/30/2014 Vendor: 508060 CLEVER DEVICES LTD 300 CROSSWAYS PARK DR WOODBURY NY 11797 PURCHASE ORDER PO Number Page 9125809 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: ENGINEERING DEPT-MASON CITY OF FORT COLLINS ENGINEERING DEPT-MASON 281 N. COLLEGE AVE FORT COLLINS CO 80524 Delivery Date: 11/06/2012 Buver: ED BONNETTE Note: Line Description Quantity UOM Unit Price Extended Ordered Price 7 Addendum PO #9125809 . 1 LOT EA 33,900.57 Change Order #3 (MAX) (Req 47398) 8 Addendum PO #9125809 CO #3 Additional Bus Kits (Req 47405) 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.ocm 1 LOT EA 60,600.93 Total 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 from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption CertiGcie of Registry 84-6000582 6 registered with the Celle m r of Internal Revenue, Denver, Colorado (Ref Colorado Revised Semts 1923. Chapter 39-26,114 (a). Goods Rejected. GOODS REJECTED due in failure to meet specifntiom, either when shipped or due to defects of damage in transit, may be resumed to you for credit and me mt to For replaced except upon receipt of women instructions from the City of Fort Collins. Inspection. GOODS an, subject to the City affair Collins inspection on artival. Final Acceptance. Receipt of the meahandies. urners or equipment in tspame to this order can result in authorized payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Tents. Shipments must be F.O.B., City of Fall Collins, 700 Nosed St, Fort Collins, CO 80522, unless otherwise specified on this order. If Permission is given to prepay freight send charge sepaid , floe original freight bill must accompany invoice. Additional charges for Parking will not be acaaptM Shipment Distance. Where manufacturers have diidbiing points in commus, pans of the country, shipment is expected form the nearest distribution point to destination, and excess fright will be deducted from Invoice when shipments air made Gom greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and vales of the some, municipality, territory or political subdivision where the work u performed, of required by any other duly confirmed public authority having jurisdiction over the work of vendor. Seller fuller agrees to hold the City of Fon Collin hamdass from and against all liability and Inas cured by them by reason of an asserted or established violation of any such laws, regulation, ordinances, tales and nNuiremems. Authorisation. All parties to this contract agree that the representatives are, in fact, ban, fide and possess PoII and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Older expressly limits acceptance to the terms and conditions stated herein set fired and any supplementary or additional terms all andartiom annexed hereto or incorporated herein by refereme. Any additional or Inform, arms and conditions proposed by seller art objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENTimmediately ifyou cannot make complete shipment to strict, on your promised delivery data as noted. Time is of the essence. Delivery and performance must be affected within Ibe time staled on the purchase older and the documents attached hereto. No cons of the Purchasers including, without limitation, zccepmnce of partial late deliveries, shall operate as s woorr of this provision. In she sent 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 Seller shall not be liable for damages as a result of delays due to carves not reasonably foreseeable which are beyond its reasonable normal and without its fault ofnegligence, such sets.0and, acts of civil or military m tonnes, governmental priorities, fires, snakes, food, epidemics, was. or riots provided that notice of the ronditiom causing such delay is given to the Purchaser within fve S) days of the time when the Seller first received knowledge thereof In the event of any such delay, the date of delivery shall be extended for der period equal to the time actually lost by reason ofNe delay. 3. WARRANTY. The Seller warrants then all goods, slickest, materials and work covered by this order will conform with applicable drawings, specifications, samples maker other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agree an hold the purchaser hmmless form any loss, damage or expense which the Purchaser may auffer ar incur an .[cowl of the Sellers French of ..my. The Seller shall replace, repair or make goal, x,the., cost m me pumhueq any defects or faults arising within one (1) your or within such longer proud of time o may be prescribed by law or by the terms of my applicable wamny provided by she Seller after the dam of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials punished by the Seller. Acceptance or me of goods by the Purchaser All I not notation, a waiver of any claim under this warranty. Except as otherwise provided in this purchase older, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of my of the foregoing warranties of guarantees, but such liability shall in an Went include loss of profits or Ion 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 w'rinen change coder. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to me arms, other Nan legal menu, including addition to err deletion from the transitions originally ordered in the specifications or drawings, by verbal or wro n change order. If any such change offices the amount due or the time ofper ammce hemunded an equitable adjustment shall be ami 6. TERMINATIONS. The Purchaser may at any time by written change order, leffam re this agreement as to any in all portion of she goods then not shipped, subject to any equitable adjustment between lire parties as to any work or materials then in progress provided that the Perchance shall not be liable for any claims for amicip old profits 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 Seller with respect to my goods which are the Sellers omtdald stock. No such mrmination shall relieve the Purchaser or the Seller orally ofthefr obligation n to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim fur adjustment most be asserted within thirty (30) days fear. In, doe she change err termimnion is ordered. B. COMPLIANCE WITH LAW. The Seller .1, that all good sold herevader shall have been produced, sold, delivered and banished in In compliance with all applicable laws and regulations to which the goads art subject. The Seller shall execute and deliver such documents as may be required to effect or evidence coumpliance. All laws and regulation required to be incorporated in agreements of this character ere hereby incriminated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all casts add damagrs suffered by the Purchaser as a result of the Sellers failure an comply with such law. 9. ASSIGNMENT. Neither party shall assign, wnsfer, or convey this order, or any monies due or to become due hereunder without he prior written consent of the other parry. 10. TITLE. The Seller wanan¢ full, char stand unrestrkled ride to the purchaser for all equipment, materials, rust items famished in pmfco mmtt of min agreement, f and chair of any and all lien, restrictions, reservations, maturity interest eonmbmnen and claims ofothers. I L NON WAIVER. Failure of the Purchaser to insist upon shict performance of the terms and coduions hrreaf, failure or delay to exercise say rights or mandma Provided herein or by law, failure tp promptly notify the Seller in the event of a borsch, the acceptance ofof payment for goods hereunder or approval oftha design, shall tat mlene the Seller of any of the warranties or obligations of this pumbax order and shall nor ha deemed a waiver of any right of the purchaser I. insist upon suet perfomanee hereofor any arms rights or remedies as to any such 6words, regardless of when shipped, received or accepted, as to any prior or subsequent default bereunded nor shall any pdmoved oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the temp Femur. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Puaha¢f magnum that in moral economic practice, overcharges resulting f anrimctr violatiom are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to par Purchaser any and all claims it may now have or hereafter acquired under federal or state antitrust laws fur such overcharges reaming to the particular goods In services purchased or acquired by the Purchaser parsuavuo this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifshe Prosim directs the Seller as correct mnwnf ing or defective gross; by a die to be agreed upon by the Parcha err and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may, wuw the walk Io be, performed by the most expeditious ream available to it, and me Seller shall pay all saves osocinted 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 pcifowattce ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall externs to the directors, i fiens and employees of such party. The Seller's contactual obligation', including warranty, shall not be deemed to be ®drocd in any way, because 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 process covered by lever, patent, trademark or copyright, the Seller shall indemnify and save harmless the Problem form any and all claims for infringement by reason of the use of such Turned design, device, material or process in comection with the contract, and shall indemnity the Purchaser fur any cost, expense or damage which it may be obliged to pay by remor of such infringement in any time during the prosecution or after the completion of the work. In caw said equipment, or any part thereof or the intended use of her goods, is in such suit held so comtimte infringement and the tar of said equipment or pan is enjoined, tha Seller shall, at its own expense and at its option, either procure for the Purchoer the right to continue using said equipment or parts, replace the same with sub martially eqnal but noninfringing equipment, or modify it In it becomes noninfringing. 15, INSOLVENCY. If the Seller shall became insolvent or baMmpt, make an assignment for the bereft of creditors, appoint a receiver or trustee for my of the Sellers property or business, this order may forthwith Far canceled by the Purchaser whom liability. 16. GOVERNING LAW. The definition oftemct used or the interpmation of the agreement and the rights of all parties hereunder shall be mowed under and governed by the laws ofthe Sane of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, iacluding the scrices of Sellers Repreacmative(M. on the Families of mMvs. 12. SELLERS RESPONSIBILITY. The Seller shall carry, on said wok al Series own risk until the same is fully completed and accepted and shall, in case of any accident, destruction or injury to the work smaller materials before Seller's final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment are fumlshed by others for installation or erection by the Seller, toe Seller aall receive, union, store most handle same at the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller under rate order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including o ecom ioml disease benefits, to its employees employed on or in connection with the work covered by this purchase order, i nllor to their dependence, in accordance with the laws of the state in which the work is to be done. The Seller shall also carry compmbemive general liability including, but not limited to, contowaral anal automobile public liability immuaee with bodily injury and death limits of at least S300,000 for any one person, 5500,000 for any one accident and propwy damage limit per accident of S400,000. The Seller shall likewise require his contractors, if may. to provide for such comp sexaton and insurance. Before any of the Severs 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 cenificates shall specify the data when such compensation and insurance have been provided. Such minficaleu shall specify me data when such compensation tared insurance expires . The Seller agrees that such compensation and insurance shall be maintained until Be,athe entire wok u completed all accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby -so— the emir m,pomibiliry and liahilityfor any and all damage, loss or injury army kind or atom whatsoever to persons or property caused by or resulting from the execution of toe work provided far in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Purchasers officers. agents and employees form and against my and all claims, losses, damages, charges or expenses whether direct or indirect, am whether to persona or popery to which the Purchaser may be put or subject by reason of any act, action, mglat, omission or default on me pan of the Seller, my of his coommtora, or any of me Sellers or contrmtors ollicers, agents or employees In case any, suit or other proceedings shall M brought against the Purchaser, or its oRcars, agents or employees al my time on account err by reason of any act, action, neglect, omission or default of the Seller of any of his convectors or any of its or their officers, agents or employees us aforesaid the Seller hereby agrees to assume the defense thereof and m defend the same at the Sellers own expense, to pay any and all costs, charges, atmmeys fees and other expenses, any all all judgments that may be incurred by or obtained against the Projector or any of its or their othcers, agents or employees in such suits or other proceedings, all m cast, judgment or order lien be paced upon or almost against the property arrive Parefiuer, or said parties in or as a recall of such suits or after proceedings, the Seller will at once cause the same to be dissolved and discharged by giving band or othemixe. The Seller and his commemrs shall take all safety precautions, famish and install ill guard necessity for the prevention of accidents, comply wilh all Incas and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all mles and regulations issued personal thereto. Revised DOOR)