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HomeMy WebLinkAboutAESI-US INC - PURCHASE ORDER - 9168069PURCHASE ORDER PO Number Page City of 9168069 1 of 2 number st F6rtCollins on all invoices, packing /110'` slips and labels. Date: 12/07/2016 Vendor: 572786 AESI-US INC 1990 LAKESIDE PARKWAY SUITE 250 TUCKER GA 30084 Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS CO 80521 Delivery Date: 12/07/2016 Buyer: PAT JOHNSON Note: 8359 Cybersecurity Vulnerability Assessment Line Description Quantity UOM Unit Price Extended Ordered Price 1 CYBER SECURITY STUDY FOR 1 LOT LS 146,200.00 UTILITIES PROJECTS 2 CYBER SECURITY STUDY FOR 1 LOT LS 10,000.00 UTILITIES PROJECTS 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 $156,200.00 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Purchase Order Terms and Conditions Page 2 of 2 I. 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 Certificate of Reknstry 11 -6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref Colorado Revised Stables 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be resumed to you for credit and are not to be replaced except upon receipt of written instructions from the City of Fun Collins. Inspection GOODS are subject to the City of Fon Collins inspection on amval. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and condnwns hereof, failure or delay to 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 not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereof or any of its rights or remedies as w any such goods, regardless of when shipped, received or accepted, as to any poor or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate w a waiver of any of the terms 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 pan of the City of Fart 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 proceduresviolations are in fact bonne by the Purchaser. Therwofcre, for good cause and m consideration for executing this purchase order, the Seller hereby assigns to the Purchase any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fork 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 fraght and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order bill must accompany invoice Additional charges for packing will not he accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance Where manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to count 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 Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all cams asncieted with ouch work Permit. Seller shall procure at sellers sole cost all necessary permits, comFicetes and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, remarry or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authonxamak 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 m the terms and conditions stated herein set firth 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 move 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 an; of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the cracks of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages m a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such is of God, sets of civil or military authorities, governmental Incomes, fires, stakes. Rood, epidemics, wars or nots provided thin nonce of the conditions causing such delay is given to the Purchaser within five (5) days of the nine when the Seller firm received knowledge thereof In the event of any such delay, the date of delivery shall be extended for the pemd equal to the nine actually lost by reason of the delay 3. WARRANTY. The Seller marrows 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 sinular nature. The Seller agrees to hold the purchaser hamdess from any loss, damage or expense which the Purchaser may suffer or mom on account of the Sellers breach of wanranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults ansing 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 time of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages prowmately caused by the breach of any 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 Purchaser may make any changes to the temw. other than legal terms, including additions to or deletions from the quantities onginally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an winnable adjustment shall he made. 6 TERMINATIONS The Purchaser may at any lime by wntien change order, terminate this agreement as to any or all portions of the goods then not shipped, subject many equitable adjustment between the parties as to any work or materials then in progress provided that the Purchaser shall not be liable for any 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 any goods which are the Sellers standmd stock No such termination shall relieve the Purchaser ar the Seller of any of their obligations as to any goods delivered hereunder 7. CLAIMS FOR ADJUSTMENT Any dawn for adjustment must be asserted within thirty (30) days from the date the change or termination is ordered 8. COMPLIANCE WITH LAW. 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 Seller. 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 toms and damages suffered by the Purchaser w a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the Timor written consent of the other party. 10 TITLE The Seller warrants fill, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any her from all liability and claims of any nature resulting from the performance of such work This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, officers and employees of such parry. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, 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 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 case said equipment or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of smd equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right in continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment or modify it so it becomes nonlnfiringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trusts, for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability 16. GOVERNINGLAW. 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 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 Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own ask until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser When materials and equipment are famished by others for marl ation or erection by the Seller, the Seller shall receive, unload, store and handle some at the site and become responsible therefor as though such materials and/or equipment were being famished 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 mate in which the work is to be done The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at Isom $300,000 for any one person, $500,000 for any one accident and pmperty damage limit per accident of $400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any 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 been provided Such cemficates shall specify the date when such compe motion and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES The Sel let hereby assumes the entire responsibility and liability for any and all derange, loss or injury of any kind or nature whatsoever to persons or property causedby or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any 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 any act, action, neglect, omission or default on the part of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees ax aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay tiny and all costs, charges, attorneys fees and other expenses, any and all judgments that may he incurred by or obtained against the Purchaser or any of its 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 at once cause the same m 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 rides and regulations issued pursuant thereto Revised 03/2010