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HomeMy WebLinkAbout382919 COMPRISE TECHNOLOGIES - PURCHASE ORDER - 9956766Date: 11 /12/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9956766 Delivery Date: 11/12/2009 Buyer: CAREY, DAVID Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 1 1 LOT SAM A Softwareh- Annual Lici Effective 1: Per Invoice Total City of Fort CoKinf Director of Purchasing and Risk Management This order is nQLValid over $5000 unless signed by James B. O'Neill II, CPPO 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 5,496.00 $5,496.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt froth state and local taxes. Out -Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 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 returned to you for credit and are not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on amiva Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payment on the part of the City of Foil Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments must be F.O.B.. City of For 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 original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various ports ofthe country, shipnhent is expected fiom the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable Imes, regulations, ordinances and rules ofthe state, municipality, territory 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 Fat Collins harmless front and against all liability and loss incurred by thereby reason of an asserted or established violation ofany such laws, regulations, ordinances, rules 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 tents and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different teams 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 deliverydate as noted. Time is ofthe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, Without limitation, acceptance ofpartial late deliveries, shall operate ma waiver ofthis provision. In the event ofany delay, 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 not be liable for dannages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and Without its fault ofnegligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes. Flood, 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 any 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 Seller warrants that all goods, articles, materials and work covered by this order will confirm with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and perforated with the highest degree of care and competence in accordance with accepted standards for work of a simila nature. The Seller agrees to hold the purchaser harmless from any loss, dancage m expense which the Purchaser may suffer or incur on account ofthe Sellers breach of wananty. The Seller shall replace, repair or make good. without cost to the purchaser, any defects or faults wising within one (1) year or within such longer period of tine as nary be prescribed by law or by the tents of any applicable warranty provided by the Seller after the date of acceptance ofthe 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 ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany of the Ibregoing warranties m 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 terms, other than legal terns, including additions to or deletions front the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of perfomance hereunder, an equitable adjustment shall be nhacle. 6. TERMINATIONS. The Purchaser may at anytime by written change order, terminate this agreement as to any m all potions ofthe 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 any cl',ns for muicipated profits on the uncompleted poll ion of the goods and/or work, for incidental or consequential da—''Jyages, and that no such adjustment be made in frvor ofthe Seller with respect to any goods which are the Sellers standar stock. No such termination shall relieve the Purchaser or the Seller ofany of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty 30) days front 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 w iich the goods are subject. The Seller shall execute and deliver such documents as may be required to effect or evi ence 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 co is and damages suffered by the Purchaser as a result ofthe Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source govenannent contract" within the meaning of Article XX V I I I ofthe Colorado Constitution ("Article XX V I I I"), then the provisions of Section 15 of Article XX V I I I are hereby incorporated into this [Agreement]. In such a case, if the [Contractor] or any other person who is a "contract holder" as defined in Section 2(4.5) ofAticle XXV III intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source government contract, or public employment with the state of Colorado or any of its political subdivisions, for three years. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any ninnies 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 fur all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 1 I. NONWAIVER. Failure ofthe Purchaser to insist upon strict performance ofthe temis and conditions 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 m approval of the design, shall not release the Seller of any of the waranties or obligations of this purchase order and shall not be deemed a waiver of any right ofthe purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless of when shipped. received or accepted. as to any prior m subsequent default hereunder. not, shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the temps hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Scller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitnist violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchaseorder, the Seller hereby assigns to the Purchaser :my and all claims it may now have or hereafter acquired trader federal or state antitrust laws fasuch overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming m defective goods by a date to be agreed upon by the Purchaser and the Seller. and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors ofany tier from all liability and claims ofany nature resulting front the Pei fbneance of such work. This release shall apply even in the event of fadt ofnegligence ofthe party released and shall extend to the directors, officers and employees of such party, The Seller's contractual obligations, including wananty, shall not be deemed to be reduced, in any way, because such work is perf'onned 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, Irademark or copyriglu, the Seller shall indemnity and save harmless the Purchaser front any and all claims for infiingentent by reason ofthe use of such patented design, device, material or process in connection With the contract, and shall indemnify the Purchaser fir any cost. expense m damage which it may be obliged to pay by reason of such infi ingennent at any tinge 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 infiineement and the use of said equipment or pat is enjoined, the Seller shall, at its own expense and at its option, either procure for the Pmchaser the right to continue using said equipment or pans. replace the same with substantially equal but non -infringing equipment, or modify it so it becomes non -infringing. 15. INSOLVENCY. If the Scller shall become insolvent or bankrupt, make an assignment for the benefit ofereditors, appoint a receiver or trustee tin any ofthe Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. 'file definitions of terns used or the intnpretation of the agreement and the rights of all pities hereunder shall be construed under and governed by the Imes ofthe State of Colorado. USA. The fo Mowing 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 canyon said work at Seller's own risk until the same is fully completed and accepted, and shall, incase ofany 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 ofthe Purchaser. When materials and equipment arc furnished by others for installation or erection by the Seller, 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 famished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide fur the payment of workers compensation, including occupational disease benefits, to its employees employed on art in connection with the work covered by this purchase order, and/or to their dependents in accordance with the laws ofthe state 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 ix dily injury and death limits of at least $300,000 for any one person, $500,000 for any one accident and property damage limit per accident of $400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Befmc any ofthe Sellers or his contractors employees shall do any work upon the premises ofothers, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such cenifcates 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 Seller hereby assumes the entire responsibility and liability for any and all damage, loss m injury ofany kind or nature whatsoever to persons or properly caused by or resulting fiom the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hannfess 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 progeny to which the Purchaser maybe put or subject by reason of any act, action, neglect. omission or default on the pan ofthe Seller, any of his contractors, of 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 ofthe Seller of any of his contractors or any 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 any and all costs, charges, attorneys fees and other expenses, any and alljudgracnts that may be incurred by or obtained against the Iurchaser or any of its m their officers. agents or employees in such suits or other proceedings, and in case judgment cr other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result ofsuch suits tar other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or othervise. The Seller and his contractors 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 rules and regulations issued pursuant thereto. Revised 04/2009