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HomeMy WebLinkAbout535429 DYNAMIC SYSTEMS INC - PURCHASE ORDER - 9151981City of Fort Collins PURCHASE ORDER PO Number Page 9151981 1 of 2 This number must appear on all invoices, packing slips and labels. Date: 04103/2015 Vendor: 535429 Ship To: ELECTRIC UTILITIES DYNAMIC SYSTEMS INC CITY OF FORT COLLINS 124 MARYLAND ST 700 WOOD ST EL SEGUNDO CA 90245 FORT COLLINS CO 80521 Delivery Date: 04/03/2015 Buyer: PAT JOHNSON Note: Line Description Quantity Ordered UOM Unit Price Extended Price 1 Oracle Database Appliance: 1 LOT LS 4,996.61 Annual Support & Maintenance Services SGIG Funding: Available 4/1/2015 through 9/30/15, six months or one-half of this period. Year 2 of 5: 4/1/15 to 3/31/16 DOE Award # DE-OE000357 ARRA/SGIG Funding 2 Oracle Database Appliance: 1 LOT LS 4,996.62 Annual Support & Maintenance Services Five year fixed price for annual cost of $9,993.23 per year. Non-SGIG Funding for the balance of this period, 1011/15 through 3/31/16. 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 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 invoices @fcgov.com 1 � r 'IIL. _Ir oar a Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from sate and local taxes. Our Exemption Number is 11. NONWAIVER. 95-04502. 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 Satums 1973, Chapter 39-26, 114 (4). exercise any rights or remedies provided herein or by law, failure to promptly notify the Sella in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall out release the Sella of Goods Rejected. GOODS REJECTED due in 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 my right of the damage in transit, may 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 any of its rights or remedies m to my such goods, regardless instructions fiom the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, non 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 Sella and the Pmchasa 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 exemfing this purchase order, the Seller hereby assigns to the Purchasa my and all claims it may now have a hara0er Freight Terms. Shipments most be F.O.B., City of Fat 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 pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted, 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. When manufacturers have distributing points in various pals of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Sella, and the Sella thereafter indicates its inability or unwillingness to comply, the Purchaser shipments we made from greater distance. may cause the work to be performed by the most expeditious meets available to it, and the Seller shall pay all costs associated with such work. Permits. Sella shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by my other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fan Collins harmless fmm and against all liability and loss incurred by them by reason of an asserted or established violation of my such laws, regulations, ordinances, rules and requiremens. 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 terms said conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto 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 toes of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any May, 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 out be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond is reasonable control and without is fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, Rood, epidemics, wars or riots provided that notice of the conditions 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 time actually lost by reason of the delay. 3. WARRANTY. The Sella warrens that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples md/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 hamdess from my loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. The Sella shall replete, 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 any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not consulate a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to al I damages proximately caused by the breach of my of the foregoing warranties or guarantees but such liability shall in an 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 lams by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, 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 affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at my time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to my 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 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 standard stock. No such termination shall relieve the Purchaser or the Seller 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 from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Sella warrens 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 arc subject. The Seller shall execute and deliver such documents as may be required to effat m evidence compliance. All laws and regulations required to be incorporated in agreement of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Pachasa harmless from all rosy 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 don a to become due hereunder without the prior written consent of the other party. 10. TITLE. The Sella worrmts full, clear and unrestricted tide to the Purchaser for all equipment, materials, 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. The Sella shall release the Purchaser and is contractors of my tier from all liability and claims of my nature resulting from, the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the dimaws, officers and employces of such party. The Sellers continental obligations, including warranty, shall act be deemed to be reduced, in my way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whatever the Sella is required to me any design, device, material or process covered by Inner, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from my 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 Purchase for any cost, expense or damage which it may be obliged to pay by reason of such infringement at my time during the prosecution or after the completion of the work. In case said equipment, or my 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 Sella shall, at is own expense and at is option, either 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 so 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 my of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofternes 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 State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Represam ive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Sella shall carry on said work at Sellers own risk until the same is fully completed and accepted, and shall, in case of my accident, destruction a injury to the work and/or materials before Sellers 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 Seller, the Seller shall receive, unload, store and handle were at the she and become responsible therefor as though such materials and/or equipment were being famished by the Sella under the order. 18. INSURANCE. The Sella shall, at his own expense, provide for the payment of workers compensation, inchuding 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 Seller 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 $300,000 for my one person, $500,000 for my one accident and property, damage limit per accident of 5400,000. The Seller shall likewise require his contractors, if my, to provide for such compensation and insurance. Before my of the Sellers 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 ban provided. Such certificates shall specify the date when such compensation and insurance have ban provided. Such calf sates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall he maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for my and all damage, loss 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 connection herewith. The Sella will indemnify and hold harmless the Purchase and my or all of the Pumbaurs officers, agents and employees from and against my and all claims, losses, damages, charges or expenses, whether direa 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 my of the Sellers or, contractors officers, agents or employees. In case my suit or other proceedings shall he brought against the Purchaser, or is officers, agents or employees at my time an mastoid or by reason of airy act, action, neglect, omission or default of the Sella of any of his contractors or my of its or their officers, agars or employees as aforesaid, the Sella 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, my and all judgment that may be incurred by or obtained against the Purchaser or my of is 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 parties in or as a result of such suits or other proceedings, the Seller will m once cause the same to be dissolved and discharged by giving bond or otherwise. The Sella and his co mentors shall take all safety precautions furnish 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 ales and regulations issued pursuant thereto. Revised 03/2010