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HomeMy WebLinkAbout288418 COMVERGE TECHNOLOGIES INC - PURCHASE ORDER - 9957394Date: 12/10/2009 City of Fit Collins Page Number: 1 Purchase Order Number: 9957394 Delivery Date: 12/10/2009 Buyer: DICK,OPAL Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: q173) 4,g5-1,55�O Line Qty UOM Description Unit Price Extended Price 1 200 EA 7230-7452 109.000 21,800.00 2 Digital Control unit receiver 72307452 BULK RECEIVER, DIGITAL CONTROL UNIT (DCU), SELF-CONTAINED, FOR USE WITH COMVERGE (SCIENTIFIC ATLANTA) DIGITAL NETWORK (173.2100 MHZ CARRIER FREQUENCY). 120/240V AC +/-15%, 60 HZ POWER SUPPLY. 30 AMP @ 300VAC RELAY. INTERNAL ANTENNA AND STANDARD ENCLOSURE. RECEIVER SHALL BE CAPABLE OF COMMUNICATIONS WITH A. PALM OS HANDHELD FIELD PROGRAMMING DEVICE. COMVERGE, DCU-62051-01-04-S; Delivery: 12-14 Weeks LS estimated freight '. n City of Fort Ili s Director of Purchasing and Risk Management This order is Wvalid 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 .000 - 165.00 Total $21,965.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions 1. COMMERCIAL DETAILS. 'Fix exemptions. By statute the City of Fort Collins is exempt fxinm 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 at not to be replaced except upon receipt of teritten instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Foil Collins inspection on an iva Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in ail horized payment on the pan of the City of Fort Collins. However. it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments most be F.O.B., City of Foil Collins, 700 Wood St., Fort Collins. CO 80522, unless otherwise specified on this order. Ifperntission is given to prepay height anti charge sepnralcly, the original height bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where nanufacttters have distributing points in various pans of the county. shipnlent is expected from the nearest distribution point to destination, and excess fi eight will be deducted front Invoice when shipnxnls arc made from greater distance. Permits. Seller shall procure at sellers sole cost all necessity permits, certificates and licenses required by all applicable Imes, regulations, ordinances and rules oft lie 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 Foil Collins harmless firm and against all liability and loss incurred by them by i eason of ail asserted or established violation cf any such laws. regu lm ions. ordinances, rides and requirements. Authorization. All parties to this contract agree that the representatives tte, in liter, bona tide and possess fill and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terns 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 ifymr cannot stake complete shipment to arrive on ),out - promised delivery date 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 ofpatial late deliveries, shall operate as a waiver ofthis provision. In the event ofanydelay, 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 fwlt ofnegligence, such acts of God. acts of civil or military authorities, governmental priorities, fires, strikes. flood, epidemics, was or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days ofthe tittle when the Seller first received knowledge thereof. In the event ofany such delay, the date of delivery shall be extendeet 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 tier the purposes intended, and pe'fimned with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchmer harniless front any loss. damage or expense which Tile Purchaser may suffer or incur on account of the Sellers breach of wan any. The Seller shall replace, repair or make good. without cost to the purchase, any defects or faults arising within one (1) year or within such longer period of time as any be prescribed by law or by the terms of any applicable wan anty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fi out impel feet or detective work done or materials fim shed 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 Seller liability hereunder shall extend to all damages proximately caused by the breach o(:my ofthe foregoing wananlies or guarantees, bill 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. 'file Purchaser may snake changes to legal tens by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, other thin legal temps. including additions to or deletions horn the quantities originally ordered in the specifications or cmu ings, by verbal or wrinco change nde. It z y such clang, affects the amount due or the time of performance hereunder, an equitable adjusunent shall be made. 6. TERMINATIONS. Tile Purchaser may at any time by written change order, terminate this agreement as to any or all portions 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 clains for anticipated profits on the uncompleted portion ofthe goods and/or work, for incidental or consequential damages, and that no such adjusunent Ire node in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaserm 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 front the date the change m 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 characte are hereby incorporated herein by this retrrcnce. The Seller agrees to indemnify and hold the Purchaser harmless fi"om 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 governnlem contract" within the nneaning of Article XXV Ill of the Colorado Constitution ("Article XX V I I I"), then the provisions of Section 15 ofAnicle XXVI 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) ofAnicle 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, unnsfer% or convey this order, or any monies due or to become due hereunder without the prim written consent of the other party. 10, TITLE. The Seller twtin ants full, 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. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the tents 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 ofabreach, tile acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller ofany ofthe wanon ies ur obligations of this purchase order and shall not be deemed a waiver ofany right of the purclutser to insist upon strict Ile] fixnmarce herof 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 defult hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any ofthe terns hereof. 12. ASSIGNMENT 01: ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fionn antitrust violationsan, in lact boi tic by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all clains it may now have or hereafter acquired under federal or state antitrust Imes for such overcharges relating to the particular goods or services purchased or acquired by the Purchaser purswmt to this purchase order. 13. PURCHASERS PERFOWMANCE OF SELLERS OBLIGATION'S. If the Purchaser directs the Seller to correct nonconforming or 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 peiln'nned by the most expeditious means available to it, and the Seller shall pay all costs associrtcd with such work. "File Seller shall release the Purchaser and its contractors of any tier front all liability and claims of any nature resulting horn the perfort once ofsuch 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 of such party. The Seller's contractual obligations. including warranty. shall not be deemed to be reduced, in anyway. because such work is pertornied or caused to Ile performed by the Purchaser. 14. PATEN"I"S. Whenever the Seller is required to use -,my design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser Bunt any and all clains for infiingentent by reason of the use ofsuch patented design, device, material or process in connection with the connmct, and shall indemnify the Purchaser lix any cost, expense or damage which it may be obliged to pay by reason of such infi ingentent at anytime during the prosecution or after the completion ofthe work. In case said equipment, orany par thereofor the intended use ofthe goods. is in such suit held to constitute infi-ingement and the use of said equipment or pot 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 pails, replace the same with substantially equal but non -infringing equipment. or modify it so it becomes non -infringing. 15. INSOLVENCY. I f the Seller shall become insolvent or bankrupt.stake at msignnnent for the benefit of creditors. appoint a receiver m trustee fits tiny of the Sellers property m business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. 'File definitions of terns used or the interpretation of the agreement and the rights of all parties hereunder shall be consulted under and governed by the laws ofthe State of Colorado, USA. The follo+•iug Additional Conditions apply only in cases where the Seller is to perfmrnn work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Scller shall cant' on said work at Seller'sown risk until the same is filly completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials befinre 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 furnished by others for installation m' erection by the Seller, the Seller shall receive. unload, store and handle sane at due site and beconne responsible therefor as though such materials and/or equipment were being furnished bythe Sellcr under the o,dl 18. INSURANCE. The Scller sh:dl, ar his own expense provide for the payment ufworkers compensation, includingoceupationaldisease 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 ofthe stave in which the work is to be done. Tile Seller shall also carry comprehensive general liability including. but not limited to, contractual and automobile public liability insurance with bodily injury and death limits (,fait least $300,000 tin any one person, S500.000 for any one accident and property damage limit per accident of S40t1 000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before airy of the Sellers or his contractors employees shall do any will upon the Ill emises of others, the Seller shall lorlish the Purchaser with a certificate that such connpensat ion 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 assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature twhatsoevei to persons or property caused by or resulting fi"ont the execution ofthe 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 front and against any and all claims, losses, danages. charges or expenses, whether direct or indirect, and whether to persons m property to which the Purchaser maybe put or subject by reason ofany act. action, neglect. omission or default on the pat ofthe Seller. any ofhis contractors. or any ofthe Sellers or contrnctors officers, agents m employees. In case any suit or other proceedings shall be brought against tine Purchaser, on its officers. agents or employees at any tittle on account or by reason of any act, action, neglect, omission or default ofthe Seller of any of Iris contractors or any of its or their officers. agents in employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the sarne at the Sellers own expense, to pay any and all costs, charges, attorneys tees and other expenses, any and alljudgnnents thin maybe incurred by or obtained against the Purchaser or any of its or ir theofficers. agents or employees in such suits or other proceedings, and in case judgnua or other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result ofsuch suits m other proceedings, the Seller will at once cause the saute to be dissolved and discharged by giving bond or otherwise. The Seller anti his contractors shall take all safety precautions, fumish and install all guards necessaryfix the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limit Lion, the Occupaional Safety and Health Act of 1970 and all rules and regulations issued pursuant thereoo. Revised 04/2001)