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HomeMy WebLinkAbout449502 KUBRA DATA TRANSFER LTD - PURCHASE ORDER - 9140348 (2)Fort Collins Date: 06/17/2014 Vendor: 449502 KUBRA DATA TRANSFER LTD 5050 TOMKEN RD MISSISSAUGA ON L4W 561 PURCHASE ORDER PO Number Page 9140348 1012 This number must appear on all invoices, packing sli s and labels. Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS CO 80521 Delivery Date: 06/1712014 Buyer: PAT JOHNSON Note: Line Description Quantity UOM Unit Price Extended Ordered Price 3 C04 Single Sign On-iMobile 4 C05 1 LOT EA 5,000.0000 5,000.00 Addition to scope and added costs to provide Single Sign On (SSO) services to include iMobile to the Advanced Meter Fort Collins project. These services include Bill Pay, Monitor my use and the Demand Response (Peak Parners thermostat mobile/Power Story) integrations. This work is as described in the attached Proposal accepted 3126/14 and related Statement of Work singed 6/6/14. Authentification Svcs for AMFC 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 EA 24,750.0000 24,750.00 750.00 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. COMMERCIALDETAIIS. Tax exemptions. By Stamm the City of Fan Collins is exempt f some and local taxes. Our Exemption Number is U. NON WAIVER. 98-M502. Federal Excise Tax Exemption Confirm, of Registry da-60di is registered with the Collector of Failure of the Purchaser to insist upon strict performance of rise forms and conditions hetmL failure of delay in Internal Revenue, Denver, Colorado (Ref. Colorado Revised Sartain 1903. Chapter 39-26, 114 (a). exercise any tights or comedies provaled herein or by law, failure to premptly notify the Seller in the event of a breach, the acceptance of or payment for goads hereunder or approval ofthe design, shall not release the Seller of Goods Rejected, GOODS REJECTED due to failure to meet sped fic,nifins, either when shipped or due to defects of any of the warranties or obligmion, of this purchase maker and shall not be deemed a waiver of any right of the damage in manic may be returned to you far credit and are not to be replaced except upon receipt of written pombaser to insist upon strict performance hereofor any of its rights or remedies as to any such prods, egardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any parponed am[ modification or rescission of this purchase order by the Purchaor operate as a waiver of any ofthe eons Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in mpom, to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of me City of Fort Collins. Hanover, it is to be, understood that FINAL Seller and me Processor meophe that W .tual mowmic practice, overcbages resulting from anrdmar ACCEPTANCE is dependent upon crmpletion of all uEdiwble required inspection procedures. violations — in fact bore by the Pumhaes. Ther,aofore, far good mtne said as consideration far taxecming Wes purchase order, the Seller hereby assigns to the purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be EO.B.. City of Fon Collins, 700 Wood St., Fort Collins, CO 80522. unless acquired mMe, federal or smte arm., laws far such overcharges relating to me puticular goods or services otherwise specified on this order. If permission is given in prepay freight and charge sepzmtely, the original freight purchased or acquired by the Purebaserpursaam a this purchase order. bill must accomnanv invoice. Additional chances Wr eackine will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected fmm the nearest dismbulior Wirt to datinmion, and excess freight will be deducted from Invoice when shipments are made fmm greater distance. Permits. Seller shall procure at sellers sale cost all necessary permits, cenifremes and lic. npuired by all applicable laws, regulations, mdiwnces end roles of the state, municipality, emtory or po],deal subdivision where the work is performed, or required by any other duly ma'imted public authority losing jurisdiction .,or the work of veMor. Seller fuller agrees to hold me City of Tom Collins harmless from and against all liability and lass incurred by them by reason of an awned or established violation of any such laws, regulations, ordinances, rates and oq nine ofix. Authorization. All parties to this contract agree that the representatives arc, in Joe,, bona fide and possess full and complete authority. bind said ponies. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions steed herein set farm and any supplementary or additional tees and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby jetted. 2. DELIVERY, PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to active on your Promised delivery date in noted. Time k of the ¢stance. Delivery and pest ante mat be effected within the into soared on the purchase order and me docummus attached hereto. No acts of the Purchasers including, without limitation, acceptance of panial lam deliveries, shall operate as a waive of fis provision. In me event of any delay. the Purchaser shall have, in addition 1. other legal and equitable remedies, the option ofplacing'his oNer elsewhere and holding the Seller liable for damages. However, me Seller shall not be liable for damages in a result of delays due m anuses not reawnably foreseeable which arc beyond its reasonable control and without its fault of negligence, such acts of God, acts cf civil or military authorities, gmm'emmmnial priorities, Gres, strikes, Band, epidemics, wars or car,, provided that notice of the canaluitins causing such delay is Given to the Purchase, within five (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, me date of delivery, shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller matters that all guads, articles, materials and work covets by this order will mnf with applicable drawings. sp ifimto , sample candor other desreptions given, will he fit for the purposes promised. and Performed with the highest degree of care and cmpuence in xwo ce with accepted standards for work of a 'mil. ...is The Seller agrees to hold me promisee, harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of waemnty. The Seller shall replace, repair or make grand, mfilmor caw, a he purchase,, any defects in fault, arising within one H) year or within such longer period of time in may be prescribed bylaw or by the ens of any applicable warranty provided by me Seller offer the date of acceptance of We goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fain Imperfect or defective work done or materials furnished by me Seller. Acceptance or use of goads by me Purebase, shall not coastlmte a waiver of any claim under It wami Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guommees, but such liability shall in no event include loss of pmfik or ton 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 tame by woman change order 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or delerinns from the quantities originally oNered in the specifications or drawings, by verbal or wnnen change oMer. If any such eb-fte affects the amount due or the time of performance herenndet an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wnnen change order, terminate this agreement a many or all portions of the gels then not shipped, subject to any equitable adjustment between the ponies as to any work or mm,riak then in progress provided the me Purchaser shall non he had, for any claims for anticipated prohrs on the uncompleted portion ofthe goods and/or wori for incidental or maryumtial damages. and that no such adjustment be made in favor ofthe Seller wins respect to any goods which are the Sellers soandand stack. No such mandifir on shall relieve the Purchaser or the Seller ofany of their obligations as m any gook delivered hereunder. V. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from me date the change or termination is ordered. g, COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods art subject The Seller shall execute and deliver such documents as may be rquired to effect or evidence compliance. All laws and regulations required to be arEarated in agreements of this character. hereby incorporated herein by this reference. The Sel[,, agrees to indemnify and hold the Purchaser harmless fmm all mats card damages suffered by the Purchaser a a result of the Sellers failure as comply wins such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or curacy this order, or any monies due or in became due hereunder without the Prior written consent of the other party. III. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment materials, and items fumished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, assistant, interest occurrentit claims fothers. 13, PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Purchaser directs the Seller to correct nonconforming or defective goads by a d to to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchases may cause the work to be performed by me most expeditions means available to it, and the Seller shall pay all costs asociated with such work. The Seiler shall selective the purchaser anal its contractors of any tier fmm all liability and Oman of any mere resulting fmm the Performance ofsuch work. This release shall apply over in me event of fault of aeghgence of the pmry released and shall c.,end to the directors, aRcers and employees ofsuch parry. The Sellers communal obligations, including warranty, shall not be deemed to be reduced, in my way, because such work is perfumed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is requited to use any design, device material or process covered by letter, patent. trademark or copyright, the Sclles shall indemnify and save harmless the Purchaser fmm any and all claims for infringement by reason of the use of such pa,,red design, device, material or process in correction with me contract, and shall indemnify the Purchaser for any cart, expense or damage which it may be obliged to pay by reason of such infringement many time during me prosecution or after the completion of the work. In One said equipment or any For thereof or the intended use of the goods, is in such suit held or constitute infringement e i the ere of said equipment or pan is enjoined, me Seller shall, at its own expense and at its option, either pmettrc for me Purchaser the right to continue using said equipment or pans, replace the same with substantially ryual but noninfringing equipment, or modify it so it becomes naninfn'nging. 15. INSOLVENCY. If We Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint e receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by 'he Purchaser without liability. 16. GOVERNING LAW. The definitions of term used or the interpretation afore agreement and the rights of all Parties hereunder shall IN mnsuued under and goverted by me hoes of the Sue ofColorndo, USA. The follow,., Additional Conditions apply only in rings where the Seller k to perform work hereunder, .]ad., me services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in e of any accident, destruction or injury to the work and., matenals before Sellars final completion end acceptance, complete the work in Sellers own expense and In me sotisthuion of the Purchaser. When communl5 and equipment are morainal by others for installation or erection by the Seller, me Seller shall receive, unload, hurdle sure and he same at the site and become responsible therefor a though such materials and/or equipment were he, fumuhed by the Seller modest the order. HL INSURANCE. The Seller shall, at his own expeau, provide for the payment of workers compeamion, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the laws of me sure in which the work is to be done. The Seller shall also tarty comprehensive gmeml liability including, but not limited to, contr.tml and automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person, $500,000 for any cidmt and progeny damage limit per accident of $400,00D. The Sell,, shall likewise require his contractors, if any, 4t provide fur such compensation and insurance. Before any of the Shcm or his crmracers employees shall do any work upon the premises of others, the Seller shall fmish the Purchaser with o certificate that such compensation and insurance have been provided Such cmlfimtes shall specify the date when such compensation and insurance have been provided. Such ceniftcates shall specify me date when such compensation anal insurance expires. The Seller agrees Wert such compensation and insurance shall be muffs ined until after me cue work is completed anal.ceped. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire respoaibiliry and liability for any and all damage, lass or injury of any kind or nature whensoever to persons or property caused by or resulting fmm the execution ofthe work provided for in mis purchase order or in connection herewith. The Seller will indemnify and hold harmless the Punchiest and any r all of me Purchasers officers, agents and employes from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect end whcthc, to persons or Tommy W which the Purchaser may be put or subject by reason of any set, action, neglect omission or default on me pan of the Seller, any of his contraums, or any of the Sellers or contractors WBcers, agents or employees. In One, any suit or the, proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act, anion, neglect, omission or default of the Seller of my of his contractors or any of its or their olGcen, agents or employees as aforesaid, the Seller hereby agrees or assume the defense thereof and to defend rise none at the Sellers owo expense, to pay any and ell costs. Namm, i nomeys fees and Omer expenses, any and all judgments that may be incurred by or obtained against me Purchaser or any Of its or their officers, agents or employees in such suits or offer proceedings, and in case judgment or other lim he placed upon or obtained against the pmpenT of me Purchaser, or said parties in or as a result of mch suits or amen proceedings, me Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contmcmrs shall coke all safety precautions, fumish and insmll all guards neeesaary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rates and regulations issued pursuant thereto. Revised 03COU)