HomeMy WebLinkAbout2006-001 Addendum l to Purchase Order No. 00037959-00 (" Purchase Order") � � (o— D
\ between
Indian River County ("County")
and
Siemens Building Technologies, Inc. ("Seller")
Dated : December 1 , 2005
County and Seller agree to modify the Purchase Order follows, where the terms and conditions of the Purchase Order conflict
with or differ from the terms and conditions of this Addendum the provisions of this Addendum will control, and
notwithstanding anything herein to the contrary, no reference to or incorporation of any contract, specification or document
other than the Purchase Order and this Addendum shall grant rights to or impose any obligations upon either party relative to
warranty, indemnity , insurance, delay, liquidated damages, payment or rights to drawings , computer code or other proprietary
information :
L Section 3. "The Seller hereby agrees to indemnify . . . of any nature whatsoever to the extent arising out et=because-of-er
du -to4.;e-bf^eaethe Agreement by the Seller. . . .or due to any neeliaent act or occurrence of omission or commission of the
Seller . . . .5'
2. Section 10. " For a period of twelve ( 12 ) months after the earlier of substantial completion of the work or first beneficial
operation or use, the Seller warrants . . . . in addition . All auxiliary equipment not manufactured by Seller carries only such
warranty as given by the manufacturer thereof and which is hereby assigned to County. TIME WARRANTIES FURNISI IED
BY SELLER AS EXPRESSLY INCLUDED HEREIN CONS•rITUTE SELLER' S SOLE OBLIGATION HEREUNDER AND
ARE IN LIEU OF ANY OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller warrants-that- saW
goodsand-serwc-es-arae tStable-furan' will perf ar in accordance with7the purpose Fiat w vicby-are purchased tabric tted,
mann#'aetcared-an l des geed-or-f�esesas-are-exfoesst -sp et
ed in serde The County may . . . :'
3. Consequential Damages "Anything herein notwithstanding, in no event shall either Customer or SBT be liable to the
other party for special, indirect, incidental or consequential damages, including commercial loss, loss of use, or lost profits,
even if either party has been advised of the possibility of such damages and , in any event, SBT' s aggregate liability for any and
all claims, losses or expenses arising out of this agreement, or out of any goods or services furnished tinder this agreement ,
whether based in contract, negligence, strict liability, agency, warranty, trespass, indemnity or any other theory of liability,
shall be limited to the lesser of $ 1 ,000,000 or the total compensation received by SBT from Customer under this agreement."
The parties agree that this addendum modifies the Purchase Order between the parties and is incorporated therein by this
reference.
*11
Contractor. Indian' River 00 ty Pb Subcontrac Si�mens Buil ing Technologies, Inc.
By: ( , ! .¢��� �� �� l
..- � ROKZOROMsKj
Name: Cha1r71a11 Name: VICE PRESIDENT
FlMAXINESSCE3�AMp! iRA� TO
'tial
By: C�OUGLAS A. DOTY \
00 I r,�,%k 41Name : COUNSEL
SAPPROVED . "
County mistrator
N E LSU FF9Ci iV f APPROVED BY LEGAL
F�SIST"'t4i c t DoL4&s A, Doty
Indian River County Board 674-P-2097
Pt3p li : i _ G ? 2 ' it7516: - FURCItGSTNi, PAGE_ 03
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Od
SELLER AGREES 7U TIi ULL�� IN TERM AND CONDITIONS
1 ACCEPTANCE OF PURCHASE ORDER . A Purchasn Order is grvnn for immediate acceptancer.
unless promnily notified to tencontrary , the County will aSSnrTle tho Sollor accepts the order nd will
maks delivery as specified on the document .2 ENTIRE AGREEMENT . All sporifications , drawings , and darn suhrrilttod to the Seller with thie
solicitation for Thm nrder are hereby incorpornted heroin rind mode a part hereof, This contract contains the entire
ogreernent of the parties . No change in qunnt t ns , prices , specifications , terms, or shipping instructions will be
allowed except on written nuthority of the Indian River County Purchasing Department. Any additional or
different trrmo and eorditions proposed by Seller nre. objecto to and hereby rejected unless specifically agreed
to b� the Countyy
31N fiMNIFICATION . The Seller hereby agrens to indcrnnity , save , and hold harmless the County from all claims ,
darnnnds , &ihlloles and suits of any nature whatsoever nrisrnq out at , because of or due to the breach of the
Agreement' by rhn. Snflnr, its agents or omployees , or due to any act or occurrence of omission or commission of
The Sollor, its agents or employees . It in rpecificolly understood end agreed that this indemnification agreement
t does not cover or indemnifythe County for its own neglippcnen or breach of Contract, 4 MODIFICATION . The
County cony b written Order , mnkn changes in the streciticotions if such changes are within the general scope of
the Contract . If such charges cause an increase or decrroso in the Seller ' s cost or In the time required for
perfonmenco of the Contract fat the srllcr shall promptly iiotifv the County and assert its claim for adjustment
within filtenn ! "i til calendr, r dnya and obi an ugwinDic aalustment shoh be rnade by the County and the Contract
modified accordingly . Nothing in this clause shall excuse the Sollnr from performing ,
5 DEFAULT . Tana Is Of the essence of this contract and if delivery of accopt able items or rendering of services is
not Completed by the hmc promised , the County rc :, eervas rhe right without liability in additlons to ria other rights
and ramerlies , to terminate this contrsm by nonce effective when received by Seller, as to stated items not yet
shipped or services not yet rendered , and to purchase 9UbStnute noms or services elsewhere and charge the
Soller with tiny and all losses incurred .
6 TRANSPORTATION CHARGES . Trnnsportoaoo expenses for all shipments shall be prepaid to destination.
Shipments sent C . O . D . or freight collect withow the County ' s written consent will not be accepted and will at
Soller ' s risk and expanse be returned to Snlfer . No charges will hr. allowed by the County for transportation,
packlng � cnrtaggo or containorc unless otherwise nuthorized in the Purchese Order.
7 UNAVOIUAHLE DELAY , If the Seller is dnlayad in rhe delivnry of goods purchased under the Purchase Order by
a cause. beyond its control . Sailor must intrnediatcly upon reccivinq knowledge of such delay give written notice
TO the County and request an nxtension of Limo rho County shall exsmino the request and determine if the Seller.
is entitled to on extension .
8 QUANTITY . Quantities furnished in excess of those specrtied in the Pumhw;c Order will not be accepted and
will be held at Seller ' s risk and expense .
9 INSPECTION . Materials or equipment purchased are subject to msprr. tion and approval at the County ' s
destination . The County reserves the right to reject and raf use acceptance of Items winch ate not in aoeordanee
with the instructions, specification, drawings , or data of Spllpr ' .z warrnnty (express Or implied ) . Rejected materials
or equrpmant shall be removed by, or at the exponsr_ of the Seller promptly after rejection ,
10 WARRANTY . The Seiler warrants That all goods and scrvlces fumished hereunder will conform in all respects
to the terms of Ihis order , including any drawings , cpociflcations , or standards incorporated herein, and that they
will be free from latent and prntnnt defects in materials , workmanship , and title , and will be free from such
defects in desig9n in addition . Seller evarranrs that said goods and services are suitable for, and will perform in
accordance with , the purpose for which they oro purchased fabricated , manufactured and designed or for other
purposes as are expressly specified in thin order . f he County may return any nonconforming or defective items
To the Seller or require corrections or rrpinoament of the item at the timn the defect is discovered , all at the
0 Seller' s risk and expense . Acceptanco shall riot relieve Tho Seiler of its responsibility,
11 REGULATORY COMPLIANCE . Seller represents and w,arrnnm that the goods or services furnished hereunder
( includinq oll labels , packages and container for said goods ) Comply with all applicable standards, rules , and
regulations in effoot unctr_r the rcqulremonts of all Feriarel , State , and local laws, rules, and regulations as
applicable , Inrluding the Oceupationnl Satety and Health Ac-r as amended With reupeet to design, construction ,
manufacture or use. for their intendnd putffTisa of said gonds or servirns , Seller shall furnish " Material Safety Deta
Sheets " in corrplinnco with Florida Right To Know Law , 1= lorido Statues . Chapter 442.
12 ROYALTIE5 AND PATENTS . Sollor shall pay nil royaltles and ticense foes . Seller shall defend all suits or
claims for infringement of said patent , capyrnghT or trademark rights And shall save the County harmless from
loss on account thereof .
13 INSURANCE . -I he Seflnr shall maintain insurnnre as sporified in Administrative Policy Manuel Section 1000. 6
or as otherwise required by the. County.
14 PAYMENT . Payments will be made in accordance vaith the terms on tho face of This order, or the Seller' s
invoica , Whichever nre more fuvwvUle to the County and paymnm. date therefore shall be calculated from the
receipt of involce, nr final anonptance of the goods , whrchovnr is loins .
1s IDENTIFICATION . Invoices In duplicate with prices sot out and giving the Correct Purchase Order Number
must be sent to ch address shown on the lues of this order ; otherwise paymant of the Seller' s account may be
delayed . The Purchase Order Number shell nppnar on ell invoices , hexes , packages, shipping documents . and
corresppondence and Tho lisT of contents molll be anclOSed in each hax or package .
16 TFRMINAT16N . Buyer may , at any time , terminate This order in whole or in part by written or telegraphic
notice or verbal notice confirmed in writinq . Upon termination for convenience of Buyer, the Buyer will assume
rnsponsibihty fnr aprofic contractual or scheduled finr, nelnf commitmuntn made prior to notice of termination ,
Any and all services , property , publications , or matnnals p^ovid , -d durintl or resultingg from the Contract shall
become the proporty of Thu Buyer. 11 , however termination is occasioned by the Sa(ler's breach of any condition
hereat , including breach of warranty, or by Seller ' s defy except due rirrurnstanees beyond the Sailer' s control
and without Seller ' s fault or negli ,gince , Sollnr shall riot bye entitled to any claim or costs or to any profit referred
to in said clausn , and Buyer shall have 4gminSl SPIler all rnmedies provided by law and equity.
17 TAXES . Indian River County is exempt from State and local taxes . Exemption number is printed on the
reverse side hereof , This Order shod serve as the exemption corfiflcnte .
12 LAW GOVERNING . This contract shall be governed by and continued according to the laws of State of
Florldn .
D
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