HomeMy WebLinkAbout195194 TOOLWATCH CORPORATION - PURCHASE ORDER - 9147030Fort Collins
Date: 12/0112014
Vendor: 195194
TOOLWATCH CORPORATION
400 INVERNESS PKWY STE 450
ENGLEWOOD CO 80112
PURCHASE ORDER
PO Number Page
9147030 1of2
This number must appear
on all invoices, packing
sli s and labels.
Ship To: PARK MAINTENANCE
CITY OF FORT COLLINS
413 S BRYAN
FORT COLLINS CO 80521
Delivery Date: 12/01/2014 Buyer: JOHN STEPHEN
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
t Annual Subscription
PER ORDER #S02707
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
8,500.00
Pay terms net 30 days
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 due City of Fort Collins is exempt Tom state and local taxes. Our Exemption Number u
98-04502. Federal Excise Tax Exemption Cer ificute of Registry S4-6000581 is registered with the Collector of
Internal Revenue, Deaver, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-26, 114 (a).
Good Rejected. GOODS REJECTED due to failure to men speclGeutime, either when shipped or due to ddecu of
dama8e in transit, may W mNmeed to you for credit and arc not to be replaced except upon receipt of asrinrn
instructions fmm the City of ran Collins.
Inspection. GOODS are subject to the City of Fort Collins inspection on arrival.
rim] Accepace, Receipt of the merchandise, saVims or equipment N response to this order an result Or
aulhmircd payment on the psn of the City of Fort Collins. However, it u to be understood dust FINAL
ACCEPTANCE is dependent upon completion ofall applicable required no,ection procedures.
Freight Terms. Shipments must he F.O.B., City of Fort Collins, 700 Wood St, Fort Collins, CO 80522, unless
otherwise specified on this order. If permission is given to prepay freight and charge separately, the arigiml freight
bill most accompany invoice Additional charges for packing will not he overpaid.
Shipment Distance. Where manufacturers haw distributing points in various pans of the country, shipment is
expected from the nearest distribution point to destination, and excess freight will be deducted ft. Invoice when
shipmenn are made from Beater disc at
Permits. Seller shall procure at sellers sole cost all necessary permits, ceniftats and licenses required by ill
applicable laws, regulatimrs, ordinances and rates of the state, municipality, mmhory or political subdivision where
the work is perfumed, or required by any other duly cmnstiluted public authority havingjuriss iction over the work
of vendor. Seller further agrees to hold due City of Fort Collins harmless fmm and against all liability am loss
incurred by than by reason of. acsened or amblidrd violation of my such laws, regulations, crdinal rules
and requimmnn.
Aulhotion ion. All parties to this contact agree that the representatives are, in feel, bona fide and possess full and
omplete authority to bind said panics.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the toms and continues stared
herein set forth and any supplementary or additional teats and conditions amexd March, or incorporateel herein by
reference. Any additional or different terms and conditions proposal by seller are objected to and hereby rejxYal.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to arrive on yam
promised delivery date as acted. Time is of the msam,. Delivery, and perfommvice must M effected within the time
,rated as the purchase miler aal the documens mrachd berem. No acn of the Purchasers including, without
limitation, acceptance of partial late deliveries, shall operate as a waiver ofthis provision. In the event of any delay,
On, Purchaser shall have, in addition to other legal and equitable cmedies, the option of placing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall not be list for damages as a result of delays
due to asses not rommnabty mommoble which are beyond its feaeamble canto) and without its fault afrcgligence,
such acts ofGad son ofeivil ar military authmi,ia, governmental peimitia, fires, strikes, Hood, epidemics, wars or
riots provided goal notice of the conditions causing such delay is given in the Purchaser within five (5) days of the
time when the Seller fins received knowledge thereof. In the event of any such delay, the date of delivery shall be
extended for the period equal to the time awardly lost by reason of the delay.
3. WARRANTY.
The Sella wamams that all goods, articles, materials and work covered by this order will warrants with applicable
drawings, specifications, samples notion ogoer descriptions given, will be fit for the purposes intended, and
performed with the highest degree of care and compemnce in accordance with accepted standards for work of a
similar a sture. The Sella agrees to hold to purchaser hamdess from my loss, damage or expense which the
Purchases may suffer or incur on account of the Sellers breach of.ty. The Sellershall replace, reran in make
good, without east m the purchaser. any defers or faults arising within one (1) year or within soh longer prod of
time as may be prescribed by law or by the to. or carry applicable warranty Provided by the Sella after due date of
acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect
of defective work done or materials finished by the Seller. Acceptance or use of good by the Puehaser shall not
constitute a waiver ofany claim wader this warranty. Except as otherwise provided in this purchase order, the Sellers
liability hereunder shall extend mall damage proximately amid by the breach of any of the foregoing warranties
or guamndoes, but such liability shall in no event include loss ofpmGs or loss of use. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TERMS.
The PnreMser may make changes to legal terms by written change maker.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any mange to the toms, other than legal terms, including additions to Or deletiuns from
file quantities onginally android in the specifications or drawings, by verbal or written change order. If any such
change affects the amount due or Ill into of performance hess a bar, an equitable ndjustmrnd shall he made.
6. TERMINATIONS.
The Purchaser may at any time by wrinen change order, terminate Nis agreement as to any or all portions of the
goad then not shipped, subject o my equitable adjustment between the parties as to any work or materials then in
pmgrtss prodded that due Purchaer shall not M liable fer any claims for anticipated prefix on the uncompleted
portion of the good major work, for incidensl Or consequential damage, and that no such adjustment be made m
favor of the Sella with career to any guests which art due Sellers sudard stock No such lamination shall mimse
the Purchaser .,,he Seller ofany of their obligations a to any goad delivered hereunder.
q. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment most be acsested within thirty (30) days ham due dam due change or mrmimtion is
ordered.
8. COMPLIANCE WITH LAW.
The Seller so mans that all goad sold hereunder shall have been produced, sold, delivered and tbmishcd in strict
complim ce wldu all applicable laws and regulatiom m which the good are subject. The Sella shall execute and
deliver such descum=s as may be required to effect or evi scum compliame. All laws and regulations required! 10 M
incoryomcd N agcmpat, of Nis character are hereby incorporated herein by this refemace. The Seller agree to
indemnify and hold ,he p rchnsm harmless from all man and damages mlftrM by the Purchaser as a result of the
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign, vensfr, or snowy this order, or any monies due or to become due hereunder without the
poor written consent ofdue other parry.
10. TITLE.
The Sella warraas full, clear and unrestricted title to due Purchaser for all cquipm=,, —trials. and items fumishd
in performance of this agreement, free and clear of any sod all lies, restrictions, nexa ations, security intense
=cumbrance aid claims of others.
11. NONWAIVER.
Failure of the purchaser at insist upon strict performance of the terms sut conditions Roca!, failure or delay in
exacise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the evens of a
breach the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of
any of tho warranties a obligations of this purchase ardor and shall nor be dcemal a waiver of my right of the
purchaser m most upon Met pofomtanre hereafor any of its rights or remedies as in my such good, regardless
of when shipped, received or accepted as to my prior or subsequent default hereunder, not shall my putpaned
mal 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 due Prromeser wrognitt that in actual economic
practice, overcharge m resulting Rom timut
violations art in fact home by the Purchase, Theretofore,, for good rsase and as consideration for executing this
purchase color, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter
acquired under federal or state antitmst laws for such overcharges relating to the particular guests or services
purchased or acquired by the Purchaser pursumt to this Purchase order.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser directs due Sella to comet nonconforming or defective goods by a date to be agreed upon by the
Purchaser and the Seller, and the Sella thereafter indicates its inability or unwillingness to comply, the Purchaser
may cause the work to be wifnnu al by the most expeditious means available to it, and the Sella shall pay all
toss associated with such weak.
The Seller shall release the Purchaser and its contractors of any tier Sam all liability and claims of my nature
resulting from the performance of such work.
This .1. shall apply as in dar event of fault of iMbl mace of due pang released and shall extend to the
directors, officers and employees of such party.
no Sellas contractual obligations, including warranty, shall not be dcemd to be reduced, in any way, because
such work is performed or caused to be performed by the Purchaser.
14. PATENTS.
Wheneva the SO . is raptured to use any design, device, material or process covered by loner, patent, trademark
r copyright, the Seller shall indemnify and save harmless the Purchaser Wm my and all claims for inGngemem
by roman of the use of such polented design, device, material or process in connection with the comma, and
shall indemnify the Purchaser for any cast, expense or damage which it may be obligal a pay by reason of such
infringement al any time during due Fomentation or after due completion of the work. In rase said wimpment, or
any pan Hereof or the im=ded tau of the goods, is in such suit held 1a constitute affiriarmareart and the rue of
said equipment or part is enjoined, the Seller shall, at in own expense and at its croon, either Fortune for Ne
Purchaser the right to continue using said equipment or parts, replace the same with substantially clad but
mninfringing equipment, or modify it an it becomes nmorminging.
15, INSOLVENCY.
If due Sella shall become insolvent or hmkmpt, make an assignment for the benefit of crediaors, appoint a
or oamay
t« for y of the Sellers property or business, Nis order may forthwith be canceled]by the
Purchser without liability.
16. GOVERNING LAW.
The definitions ofterms used or the interpretation ofthe agreement and the rights ofall parties hereunder shall be
command under and governed by the haws of the Sure ofColomdo, USA.
The following Additioal Conditions apply only in cases where the Sella is to perform work hemandeq
including the services Orsellers Rommntativ Hs), an goo premiss ofothns.
❑. SELLERS RESPONSIBILITY,
The Seller shall tarty on said work at Seller's awn risk until the more is fully completed and accepted, and shall,
in ace of any accident, destruction or injury to Ne work earn, materiak before Seller's rim] completion and
acceptance, complete the work at Sellars own expense anal to the satisfaction of the Purchaser. When materials
and equipment ere barrel by others for installation or ereetio s by the Sella, the Seller shall receive, unlad,
store and handle same a the site and become responsible duertm are though such materials andlm equipment
were Ming mouthed by the Seller under the order.
18. INSURANCE.
The Sella shall, at his own expense, provide for she mymear of workers wrop=armar, including occupational
disease heaefrn, to its employees employed on or in automation with Nee work wr ad by this purchase order,
andtor m their dependrns in accordance with the laws of the sum in which the work is to be done. The Seller
shall also carry comprehensive general liability including, but not limited to, communist and automobile public
liability insumncc with bodily injury and death limits of m least S300,000 for my one proses, SSOn" for any
one accident aid property damage limit M accident of S400,000. The Seller shall likewise require his
wntrecors, if any, to provide for such campewtion and iesumnee. Before any of Ne Sellers ar his comneetom
employees said do any work upon the premises of others, the Sellerdull frmuh the Ptaohaser with a ceniftare
that such compensation and insurance have ban provided. Such wnifcata shall specify the date when such
compensation and insurance have been provided. Such catificales shall specify the date when such compensation
and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the
=tire work is cempletal and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury crony kind
at stature whanoever m persons or pmpary caused by or resulting from due execution of the work provided for in
this purchase order or in connection hertwiN. The Sella will indemnify=d Mid harmless do Purchaser and any
in all of the purchasers oRcers, agents and employers firm sad against my and all claims, lases, damages,
changes or expenses, whether direct or iadirec . and whether to persons or pmperry to which due Frachasa may
be put or subject by reason of any act, action, neglect, omission of default on the pan Of the Sella, my of his
ruminants, or any of due Sellers or contractors Officers, agents or employees. In case my suit Or other
proceedings shall be bought against the Purthuer, or its Officers, egvas or employees at any time on acumen, or
by reason of any act, action, miles, Mission or default of the Sella of my of her contmemrs or any of in or
their officers, agmu or employees as a( id, due Sella hereby agrees to assume the defense thereof sb to
defend the same at the Sellers own expense, to pay any and all costs, charms, attorneys fees and order exposes,
any and all judgments that may be incurred by or obtained against the Purchase, or any of its a their omcers,
agents or employees in such suits or office proceedings, ad in case judgment or other lien be placed upon or
obtained against the property of due Purchases, or said panic in or as a result attach suits or other proceedings,
due Seller will a, once cause due same m be dissolsN and discharged by giving bond a oduerwi,e. The Sella end
his contractors shall take all safety precaution, f ish and install all gumds warsecal for due pmtentom 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 rules and regulations issued pursumt thereto.
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