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HomeMy WebLinkAbout440976 DIGITAL INTELLIGENCE INC - PURCHASE ORDER - 9956935Date: 11 /20/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9956935 Delivery Date: 11/19/2009 Buyer: BONNETTE, ED Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: PLEASE SHIP TO ATTN: DAREL KING; COPNTACT #(970)221-6869. Line Qty/Units Description Extended Price 1 LOT Per Quote 20091118i FRED-DX Qty 1 Total City of Fort CotffinYDirector of Purchasing and Risk Management This order is alid 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 $8,000.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions 1. 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 Registry 84-0000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 1 14 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications. either when shipped or due to defects of damage in transit, may be retuned 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 For Collins inspection on arrival. Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this or can result in authorized payment on the part of the City of Foil Collins. However, it is to be understood that FINAL ACC E PTANC'.E is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments most be F.O.B., City of Fort Collins, 700 Wood St., For Collins. CO 80522, unless otherwise specified on this order. If permission is given to prepay freight and charge separately, the or freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the County, shipnxnt is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made fi om greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by ❑II applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other duty constituted public authority having jurisdiction over the work of vendor. Seller father agrees to hold the City of Fort Collins hamiless firm 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. Authorization. All parties to this contract agree that the representatives are, in fact, boon fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the teens 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 terns 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 ofthe essence. Delivery and perfunnance 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 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 option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller 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 ofnegligence, such acts of God, acts of civil or military authorities, governmental priorities, fit es. 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 ofthe delay. 3. WARRANTY. The Seller 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 fur the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards lar work of a similar nature. The Seller agrees to hold the purchaser harness hom any loss. damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one(]) year or within such longer period of time as may he prescribed by Inv or by the terns of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not robe unseasonably 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 any 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 of any ofthe 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 tents. other than legal terns, including additions to or deletions fi ono the quantities originally ordered in the specifications or drawings, by verbal or written chance order. If any such change affects the amount due or the time of performance hereunder, an equitable adjusuneat shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreenncnt as to any 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 any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such utljtatment be oxide in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any 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 Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods are subject. 1'he 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 ate 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. If and only to the extent this [Agreement] constitutes a "sole source government contract" within the meaning of Article XXVIII ofthe Colorado Constitution ("Article XXVIII"). then the provisions of Section 15 of Article XXVIII 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) ofAtticle XXVIII 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 yeas. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any 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, materials, and items fumished in performance of this agreement, free and clear of any and all fiens, restrictions, reservations, security interest encumbrances and claims of others. 11. NONWAIVER. Failure ofthe Purchaser to insist upon strict performance of the tents and conditions hereof, failure or delay to exercise ❑ny rights or remedies provided herein or by law, failureto promptly notify the Seller in the event of a breach, the acceptance of or payment fingoods hereunder or approval ofthe design, shall not release lire Seller of any of the war:ntics 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 to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any ofthe terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting front antitrust violations are in tact borne by the Ptuchaser. ]'heretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser;nv and all claints it may now have or hereafter acquired under federal or state antitrust laws for such overcharges relating to the particulargoods orservices 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 or defective goods by a date to be agreed upon by the Paohaser:ad 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 ofanynaure resulting from tine perfontxnce of such work_ This release shall apply even in the event of fault of negligence ofthe party released and shall extend to the directors, officers and employees ofsuch party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in anyway, because such work is pertionned or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is tequired to use any design, device, mmaterial or process covered by letter, patent, trademark or copyright. the Seller shall indemnify and save harmless the Purchaser from 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 for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution m after the conmpletion ofthe work. In case said equipment, or any part thereofer the intended use of the goods, is in such suit held to constitute infi ingenment and the use of said equipment or part is enjoined, the Seller shall, at its own expense and at its option. either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substanti;illy equal but non-infi-inging equipment, or modify it so it becomes ran-infi inging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, nuke an assignment for the benefit ofcreditors, appoint a receiver or it 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 ofthe agreement and the rights of all parties hereunder shall be construed under and govemed 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 Represewitive(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 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 ofthe Purchaser. When materials and equipment are 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 fumished by the Seller under the order. 18. INSURANCE. The Seller shall. at his own expense, provide for the payment of workers compensation, includingoccupational disease benefits, to its employees ennployed 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 carry comprehensive general liability including, but not limited to, contractual and automobile public liability insumneewith bodily injury and death limits of at least $300,000 for anyone person, $500.000 for anyone accident and property dunnage limit per occident of $400.000. '['lie Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Belot e any of the Sellers or his contractors employees shall do any work upon the premises of others. the Seller shall fhmish the Purchaser with a certificate dint 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 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 nssuntes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to per or property caused by or resulting from the execution ofthe work provided for in this purchase or 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 claints, losses, damages, charges or expenses. whether director indirect and whether to per or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the pat of the Seller. any of his contractors, or any of the Sellers or contractors officers, agents or emmployees. In case anysuit or other proceedings shall Ihebrought against the Purclnser, or its officers, agents or employees at any time on account m by reason of any act, action, neglect, onussion or default ofthe Seller of any of his contractors or any of its or their ofLcers. 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 anti other expenses. any and all judgments that maybe 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 beplaced upon or obtained against the propenyofthe Purchaser, or said parties in orasaresult ofsuch suits or other proceedings, the Seller will at oncecause the same to he dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of accidents, comply with all Imes and regulations with regard to safety including, bill Without limitation, the Occupational Safety and Ilealth Act of 1970 and all rules and regulations issued pursuant thereto. Revised 04/2000