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HomeMy WebLinkAbout515565 EXPERT CHOICE INC - PURCHASE ORDER - 9151564City of art Collins Date: 03/12/2015 Vendor: 515565 EXPERT CHOICE INC 2111 WILSON #763 ARLINGTON VA 22201 PURCHASE ORDER PO Number Page 9151564 1 of 2 This number must appear on all invoices, packing slips and labels. Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS CO 80521 Delivery Date: 03/11/2015 Buyer: PAT JOHNSON Note: PER QUOTE DATED MARCH 2, 2015. Line Description Quantity UOM Unit Price Extended Ordered Price 1 SOFTWARE MAI NIT & SUPPORT SRVCS 2015 RENEWAL 1 LOT LS Total 12,796.00 Invoice Address: 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 Accounting Department City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 PO Box 580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com Fort Collins, CO 80522-0580 invoices @fcgov.com Purchase Order Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fed Collins is exempt from stare and local taxes. Our Exemption Number is I I. NON WAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall net release the 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 right of the damage in transit, my be returned to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hereof or my of its rights or remedies is to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, ax to my prior or subsequent default hereunder, nor shall my purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of my of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipment most be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursumt to this purchase order. bill must aceomnanv invoice. Additonal chooses for omkins will not be accented. Shipment Distance. Where manuftawas have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made fmm greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and mles of the state, municipality, territory or political subdivision where the work is perforated, or required by my other duty constituted public authority having jurisdiction 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 than by mason of an asserted or established violation of my such laws, regulations, ordinances, ales and requirements. Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the temcs and conditions stated herein set forth and any supplementary or additional terms and conditions annexed harem or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance most be effected within the time stated on the purchase order and the documents attached hereto. No nets of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this prevision. In the event of my delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Sella liable for damages. However, the Sella shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or riots provided that notice of the condtons causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knowledge thereof In the event of my such delay, the date of delivery shall be extended for the period equal to the fire actually lost by mason of the delay. 3. WARRANTY. The Sella warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or 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 Sella agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. The Sella shall replace, repair or make good, without cost to the purchaser, any defects 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 my 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 furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of my claim order this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of my of the foregoing warranties or guarantees, but such liability shall in no event 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 written change order. 5. CHANGES IN COMMERCIAL TERMS. The Pumhasa may make any changes to the terms, other than legal teens, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If my such change aft'ects the amount due or the nine of performmce hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at my time by written change order, twourmm this agreement as to my or all portions 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 my claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidmad or consequential damages. and that no such adjusunent be trade in favor of the Seller with respect to my goods which art the Seller standard stock. No such termination shall relieve the Purchaser or the Sella of my of their obligations as to my goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fmm the date the change or termination is ordered. S. COMPLIANCE WITH JAW. The Seller warrants that all goods sold hereunder shall have been produced, sold delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Sella shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or my monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the purchaser for all equipment, =(crisis, and items furnished in performance of this agreement, free and clear of my and all liens, restrictions, reservations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct 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 performed by the most expeditious means available in it, and the Sella shall pay all costs associated with such work. The Seller shall release the Pmchasa and its contractors of my tiff farm all liability and claims of my nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees of such parry. The Sellces contractual obligations, including warranty, shall not be deemed to be reduced, in my way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Sella is required to use my design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In can said equipment, or any pan thereof or the intended use of the goods, is 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, ether procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it m it becomes noninfringing. 15. INSOLVENCY. If the Sella shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the Stare of Colorado, USA. The following Additional Conditions apply only in cases where the Sella is to perform work hereunder, including the services of Sellers Represmtative(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 can of my 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 to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or erection by the Sella, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own 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 to their dependents in accordance with the laws of the state in which the work is to be done. The Sella shall also tarty comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least 5300,000 for my one person, 5500,000 for my one accident and property damage limit per accident of $400,000. The Sella shall likewise require his contractors, if any, to provide for such compensation and insurance. Before my of the Sellers or his contractors employees shall do my work upon the premises of others, the Seller shall famish the Purchaser with a certifiwm that such compensation and insurance have been provided Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date what such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained anal after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sella hereby assumes the entire responsibility and liability for any and all damage, lass or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in correction herewith. The Seller will indemnify and hold harmless the Purehaser and my or all of the Purchasers officers, agents and employees from and against my and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of my act, action, neglect, omission or default on the part of the Sella, my of his contractors, or any of the Sellers or contractor officers, agents or employees. In case any and or other proceedings shall be brought against the Purchaser, or in officers, agents or employees at any time m account or by reason of any act, action, neglect, omission or default of the Sella of my of his contractors or my of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay my and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the purchaser or my of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other liar be placed upon or obtained against the property of the Purchaser, or said parties in or in a result of such suits or other proceedings, the Sella will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all guards necessary 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 rules and regulations issued pursuant thereto. Revised 03/2010