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HomeMy WebLinkAbout484395 LEXIPOL LLC - PURCHASE ORDER - 9111747City of art Collins Date: 03/30/2011 Vendor: 484395 LEXIPOL LLC 6B LIBERTY SUITE #200 ALISO VIEJO California 92656 PURCHASE ORDER PO Number Page 9111747 1of2 This number must appear on all invoices, packing slips and labels. Ship To: POLICE DEPARTMENT POLICE SERVICES 2221 TIMBERLINE ROAD FORT COLLINS Colorado 80525 Delivery Date: 03/30/2011 Buyer: JAMES O'NEILL N ote: Line Description Quantity UOM Unit Price Extended Ordered Price Police Manual Develop Fee 1 LOT LS 13,500.00 Total $13,500.00 I U City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Temts 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 11 NONWAI VER. 98-0,1502. Federal Excise Tax Exemption Certificate of Registry 8460005P7 is regislnN with the Collector of Failure of the Purchaser to insist upon strict performance of the temrs and conditions hereof. failure or delay to Internal Revenue. Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). 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 grads hencundcr or approval ofthc design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due in defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit may be rearmed to you for credit and are not to be replaced except upon receipt of written purchaser to insist apart strict performance hereof cr any of its rights or remedies as to any such goods, regardless instructions from the City effort Collins. 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 of the tcmms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, scrviccs or equipment in reslanse to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fon Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from zntitmst ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact home by the Purchnscr. Theretofore. for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser tiny and all claims it may now have or heroftcr Freight Terms. Shipments must be F.O.B.. City of Fort Collins, 700 Wood St., Fort Collins, CO 90522, unless acquired under federal or state not itmsl laws for such overcharges retati ng to the particn tar goods or services otherwise speci tied on this order. If pcmtission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchnscr pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE; OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is If the Purchaser directs the Seller to concert nonconforming or defective grads by a date to be agreed upon by the expected from the oared 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 too illingness to comply. the Purchaser shipments arc made farm greater distance. may cause the wnrk to be performed by the most expedllat6 means available to it. and the Seller shall pay all sass associated with such work. Permits. Scllcr shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state. municipality, territory or polilial subdivision he. the work is perfurmed, 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 lac incurred by Them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All panics to this contract agree that the representatives arc, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated hcrcin set (arch and any supplementary or additional hems and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller arc objected m and hereby rejected. 2. DELIVERY, PLEASE ADVISE PURCHASING AGENT immediately if you cannot make opmplem shipment to arrive on your promised delivery date as noted. Time is of the 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 ofpanial late deliveries, shall operate as a waiver orlhis provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing 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 fnrcsccable which am beyond its reasonable control and without its fruit ofncgligcnee. such acts of God. acts ofeivil or military authorities, governmental priorities. fires, strikes. Bond, epidemics, ears or riots pmvidcd that notice of the conditions causing such delay is given to the Purchnscr 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 Seiler variants 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 similar nature. The Seller agrees to hold the purchaser harmless from any lossdamage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach of warranty. The Seller shall replace, repair or make good. without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms ofany applicable svamnry provided by the Seller after the date 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 ofany claim under this warranty. Except as otherwise pmvidcd in this purchase order, the Sellers liability hereunder shall extend to all damages porximatcly caused by the breach of any of the foregoing wamnties or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCI IANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal tells by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the toms, other than legal terms, including additions to or deletions front the quantities originally urdctvd in the specificatons or d.,imgs, by verbal or wruwa change timer. If any such change affects the amount due at the time ofparfomtance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Pmchxser may at any time by written change order, tcminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the panics 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 good and/or work, for incidental or consequential dantagc, and that no such adjustment be made in favor of the Seller with respect to any goods which arc the Sellers standard stuck. No such termination shall relieve the Purchaser or the Seller of any of their obligationsas to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days farm the date the change or temination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hcrcunder shall hive been produced. sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods arc 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 form all costs and damages suffered by The Purchnscr ns a result oldie Sellers failure to comply with such Irv. 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 Sell It, wamnts full, clear and unrestricted title to the Purchaser for 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 ofmhcrs. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting farm the performance ofsuch work. This release shall apply even in the event of fault of negligence of the puny released and shall extend to the directom eRcers and employees ofsuch parry. The Seller's eoutrncmal obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be Perfumed by the Purchnscr. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by Iciter. 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 ofsuch infringement at any time during the prosecution or after the completion of Ibe work. In case said cquipment, or any pan thereof or the intended use of the goods. is in such suit held to constitute infringement and the use of said equipment or pan is enjoined the Seller shall, at its own expense and at its option, either procure for the Purchaser the right to continue using slid equipment err pans replace the ,,me with substantially equal but noninfringing equipment. or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of election, appoint a receiver or trustee for any of the Sellers propcny or business, this order may forthwith be canceled by the Purchaser without liability. 16, GOVERNING LAW. The definitions oftemm used or the interpretation ofthe agreement and the rights ofall panics hcrcunder shall be consumed under and govemed by the laws of the State of Colomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the scrviccs ofSellers Pel rescntativc(s), on the premises ofuthers. 17. SELLERS RESPONSIBILITY. The Scllcr shall arty 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 Sellers 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 installation or erection by the Seller, the Seller shall receive, unload. sure and handle same at the site and become respansible Ihercfor as though such materials and/or equipment were being furnished by the Seller under the order. IA. 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 state in which the work is to be done. The Seller shall also carry comprehensive general liability including, hilt not limited to, contractual and automobile public liability insurance with bodily injury and death limit of tit least S300.000 for any one person, S500.000 for any one accident and pronely damage limit per accident of S400,000. The Seller shall likewise require his contractors, trans, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises ofothers, the Scllcr shall furnish the Purchnscr with a Certificate that such compensation and insurance have becn pmvidcd. Stich certificates shall specify the dale when such compensation and insurance have been provided. Stich eenificams 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 acceped. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seiler hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind er nature whatsoever to persons or pmpcny caused by or resulting from the execution of The work pmvidcd for in this purchase order or in connection herewith. The Seller will indemnify and land harmless the Purchnscr and any r all of the Purchasers of7icca. 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 net, action, neglect. mnissimu or default on the part of the Seller, any of his eomorcors, or any of the Sellers or contractors ofTecm. 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 Seiler of any of his contractors or any of its or their offccm. agents or employees as aforesaid, the Seller hereby agrees to asstmc the defcvse thereof and to defend the same at the Scllcrs own expense, to pay any and all costs charges, attorneys fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchnscr or any of its or their officers, agents or employees in such snits or other proceedings, and in case iudgmam or olher lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result ofsuch suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seiler 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 mles and regulations issued purxmnt thcmin. Revised 03/2010