HomeMy WebLinkAbout460552 TD GROUP - PURCHASE ORDER - 9112871City of
�.,F�ort Collins
Date: 05/19/2011
PURCHASE ORDER
Vendor: 460552
TDC GROUP
3055 KETTERING BLVD SUITE 416
DAYTON Ohio 45439
PO Number Page
9112871 1of2
This number must appear
on all invoices, packing
slips and labels.
Ship To: MIS
CITY OF FORT COLLINS
215 N MASON, 3RD FLOOR
FORT COLLINS Colorado 80524-4
Delivery Date: 05/19/2011 Buyer: ED BONNETTE
Note: PER QUOTATION #111054 DATED 5/13/2011.
CONTACT: DEBBIE REDDINGTON
dreddington@freeance.com
Line Description Quantity UOM Unit Price Extended
Ordered Price
FREEANCE MOBILE PRO 3 1 LOT LS 7,896.00
MAINT 7/1/11-7/1/12
Freeance Mobile PRO 3 - device platform 12 month maintenance
and Unlimited Support.
(No Smartphone Limit for BlackBerry, Android and iPhone).
Beginning 7/1/11 through 7/1/12.
Includes Freeance Mobile applications for all 3 tablet platforms
for iPhone, Android and Blackberry
C3. Oi'le�-QQ�
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid 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
Total
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Turns and Conditions
Page 2 of 2
I. COMMERCIALDETAILS.
Tax exemptions. By statute the City of Fort Collins is exempt fmm start and local taxes. Our Exemption Number is 11. NONWAI VER.
99-04502. Federal Excise Tax Exemption Certificate of Registry 94-9H10587 is registered with the Collector of Failure of the Purchaser to insist upon .strict performance ofthe toms and conditions hereof, failure or delay In
Internal Revenue, Denver. Colorado (Ref. Colorado Revised Socrates 1973. Chapter 39-26. 114 (a). exercise any rights ar remedies provided herein or by lam, failure to promptly notify the Seller in the event of a
breach, the acceptance nfor payment for goads hereunder or approval ofthe design, shall tint release the Seller of
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the wamnties or obligations of this purchase order and shall not be deemed a waiver of any right of the
damage in transit, may be returned to year for credit and are not to be replaced except upon receipt of written purchaser in insist upon strict performance hcmofor any ofits rights or remedies as to any such goods, regardless
instruction, fmm the City of Fort Collins. of Wheat shipped, received or accepted, as to any prior or subsequent default hereunder. nor .shall any purported
oral modification or rescission of this parchasc order by the Purchaser operate as a waiver of any of the temt
Inspection. GOODS arc subject to the City affect Collins inspection on arrival, hereof.
Final Acceptance. Receipt of the merchandise, services car equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS.
authorized payment on the part of the City of Fort Collins. However. it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges residing from antitmst
ACCEPTANCE is dependent upon completion ofall applicable required inspection pmcedums, violations ire in fan home by the Purchaser. Theretofore, for good cause and as consideration for executing this
parchasc order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter
Freight Terns. Shipments must be F.O.B., City of Fort Collins, 700 Wood Sr. Fort Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating In the particular rands or services
otherwise specified on this order If pcnaission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order.
hill must accompany invoice. Additional charges for packing will not be accepted.
Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is
expected form the nearest distribution point to destination, and excess freight will be deducted four Invoice when
shipments am made fmm greater distance.
Permits. Seller shall procure at sellers sole cost all necessary Permits, certificates and licenses required by all
applicable laws, regulations, ordinances and roles of the .state, municipality, territory or political subdi%ision 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 Fort Collins hamlet from and against all liability and Inns
incurred by them by reason of an asserted or established violation of tiny such laws. regulations. ordinances, mlcs
and requirement,
Anthoritu Lion. All parties 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 tans and conditions stated
herein set forth and any supplementary, or additional tans and conditions annexed herein or incorporated herein by
reference. Any additional or different terms and conditions proposed by seller arc objected to and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to crave on your
premised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected within the time
stated on the purchase older and the documents attached hereto. No acts of the Purchasers including, without
limitation, acceptance ofpartial 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 ofplacing this order elsewhere
and holding the Seller liable for damages. Hongver. the Seller shall not be liable for damages as a result of delays
due to causes not rear onably fcamrable which are beyond its reasonable corral and without its fault of negligence,
such acts ofGod, acts ofeivil or military authorities, go, command priorities. Gres, strikes ford, 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 rill 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 four any loss, damage or expense Which the
Purchaser may suffer or incur on account of the Sellers breach of wamnty. The Seller shall replace, repair or make
good. without cast 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 more, of any applicable warranty provided by the Seller after the (late of
acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect
or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not
constitute a waiver ofany claim under this wamnty. Except es mhcnri,c provided in this purchase order, the Sellers
liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamntics
or guarantees. but such liability shall in no event include loss ofpmfits or loss efuse. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TERMS.
The Pumhascr may make changes to legal terms by wrincn change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the terms, other than legal tans, including additions to or deletions front
the quantities originally ordered in the specifications, or da in6, by verbal or ,written change order. If any such
change affects the amount due or the time of mi-fomance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by aritten change order, terminate this agreement as to any or all portions of the
good 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 ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in
favor of the Seller with respect to any goads which arc the Scllcrs standard stock. No such mo titration shall relieve
the Purchaser ear the Seller affray of their obligations as to any goods delivered hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserted within thirry (30) days from the date the change or termination is
ordered.
S. COMPLIANCE WITH LAW.
The Seller syamnts, that all good sold hereunder shall have been produced, sold, delivered and famished in strict
compliance with all applicable laws and regulations to which the grad 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 am hereby incorporated herein by this reference The Seller agrees to
indemnify and hold the Purchaser hamlet% franc all cost and damages suffered by the Purchaser as a result of the
Scllcrs failure to comply with such law.
9. ASSIGNMENT.
Neither parry shall assign, transfer. or convey this order, or any monies due at to become due hereunder without the
prior written consent of the other party.
10. TITLE.
The Seller warm nix full, clem-and un¢saicted 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.thcn.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser directs the Seller to correct nonconforming ear defective goods by a date to be nerved upon by the
Purchaser and the Scllcr, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser
m may cause the work to be perfumed by the most expeditious means available to it, and the SAT shall pay all
cost .associated with such work.
The Seller shall release the Purchaser and its contractors of any tier From all liability and claims of any nature,
resulting fmm the performance ofsuch work.
This release shall apply c%cn in the event of fault of negligence of the party released and shall extend to the
directors, eafrcc, and employees of such party.
The Seller's contractual obligations, including Wamnty, shall not be demmed to be reduced, in any way, because
such work is perfumed or caused to be performed by the Purchaser.
14. PATENTS.
Whenever the Seller is required to use any design, device, material or process em'cmil by letter, macnt trademark
or copyright, the Seller shall indemnify and save hamlesv the Purchaser from any and all claims for infringement
by reason of the use of such pmcated design, device, material Or process in co merlin with the Contract, and
shall indcnmify the Purchaser for any cost expense ear damage which it may be obliged to pay by reason ofsuch
infringement at any time during the prosecution or after the completion of the work. In case said equipment, or
any pan Ihcrcaf or the intended use of the goods, is in such snit held to constitute infringement and the use of
said equipncN ear pan is enjoined, the Seller shall, at its own expense ,all at its option, either procure far the
Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but
noninfringing equipment or modify it so it becomes noninfringing.
IS. INSOLVENCY.
If the Seller shall become insolvent ar bankrupt. make an assignment for the benefit of creditors. appoint a
receiver or trustee far any of the Sellers pmperry or business, this order may fonhuith be canceled by the
Purchaser without liability.
16, GOVERNING LAW.
The definitions aftcros used or the imciprctatlon ofthc agreement and the rights ofall panics hereunder shall be
eonstmed under and governed by the laws ofthe State of Colorado, USA.
The fallowing Additional Conditions apply only in eases ,where the Seller is to rerfomm Work hereunder.
including the ien iecs of Scllcrs Representato c(s), on the premises of others.
17. SELLERS RESPONSIBILITY.
The Seller shall carry on said wok at Seller', own risk until the ,ante is fidly completed cad acceped. and shall,
in ease of any accident destruction or injury to the wok and/or materials hefore Seller's final completion and
acceptance, complete the work at Sellers men expense and to the swisfaelion aftbc Purchaser. When materials
and equipment are banished by others far installation or erection by the Seller. the Seller shall receive, tmload,
store and handle same at the site and become responsible thcmfor is though such materials and/or equipment
were being furnished by the Seller under the order.
IS. INSURANCE.
The Seller shall, at his own expense, provide for the payment of s orkers compensation. including occupational
disease benefit, to it employees employed on or in connection with the Work covered by this purchase order,
and/or to their dependents in accordance with the lases of the state in which the work is to be done The Seller
shall also rim comprehensive general liability including, but not limited to, contractual and automobile public
liability insumncc with bodily injury and death limits of at least S100.000 for any one Person. 5500.000 for any
one accident and pmperty damage limit per accident of S400,000. The Seller shall likewise require his
contractors, if any, to provide for such compensation and insurance. Before any ofthe Sellers or his contractors
employees shall do any Work upon the premises of nthers, the Scllcr shall famish the Purehaser with a cenificam
that such eanurcmeltion and insurance have been provided. Such cenificaes shall specify the date when such
compensation and insurance have been provided . Stich certificates shall specify the date When such compensation
and insumncc expires The Seller agrees that such compensation and insurance shall be maintained until after the
entire Work is completed and accepted.
19. PRO ITCTION AGAINST ACCIDENTS AND DAMAGES.
The Seller herchy aanmes the entire respnnsihili y and liability far any and all damage, loss or injury ofanv kind
ear nmurc whmsocec, to persons or pmperty caused by or resulting fmm the execution of the ,work providedfro in
this purchase order err in connection herewith. The Seller will indcnmify cad hold harmless the Purchaser anA any
or all of the Purchasers officers, agents and employees From and against any and all claims losses damages,
charges at expenses, Whether direct or indirect and whether to persons or property to which the Purchaser nay
be pill or subject by reason of any act, action, neglect, omission or default on the pan of the Scllcr, any of his
contractors or any of the Sellers or contractors officers, agents or employees. In case any suit or other
proceedings shall he brought against the Purchaser, or its officers, agents or employee, at any lime on account or
by reason of any act, action, neglect, omission or default of the Scllcr of any of his centimeters or any of its or
their officers, agents or employees as aforesaid, the Seller hereby agrecx 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 all judgments that may be 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 be placed tipon or
obtained against the pmperty ofthe Purchaser. or said panics 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 ormhersvise. The Scllcr and
his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of
accidents. comply With all low, and regulations with regard to safety including. but without limitation, the
Occupational Safcly and Health Act of 1970 and all rules and regulations issued pursuant therein.
Revised 0312010