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HomeMy WebLinkAbout475445 COMCATE INC - PURCHASE ORDER - 9103844 (2)PURCHASE ORDER PO Number Page C117/ Of 9103844 1 of z ' `t Collins This number must appear ` " on all invoices, packing slips and labels. Date: 08/23/2011 Vendor: 475445 COMCATE INC C/O SHUB FINANCIAL SERVICES 440 GRAND AVE #425 OAKLAND California 94610 Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 07/23/2010 Buyer: ED BONNETTE Note: PER AGREEMENT DATED 7/22/10. Line Description Quantity UOM Unit Price Extended Ordered Price 4 ADDENDUM ON PO #9103844 1 LOT EA 20,000.00 ANNUAL LICENSE WO & iPHONE ADDED PER M.CARR EMAIL DATED 8/22/11. -ECB City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill 11, 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 $20,000.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local tones. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Rcf. 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 rcmmed to you for credit and are not to be replaced except upon receipt of written instructions firm the City of Fort Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVF.R. Failure of the Purchaser to insist upon strict performance of the terms and conditions hemor. failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seiler in the went of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of any of the warranties 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 prim 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 terms hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic Put overcharges resulting fmm antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact home 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 claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser 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 manufacmrcrs have distributing points in various pans of the country, shipment is Ifthc Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected fmm the nearest distribution paint to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments am made from greater distance. 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. Permits. Seller shall procure at sellers sole cost all necessary permits, cenificatcs and licenses required by all applicable laws, regulations. ordinances and roles of the 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 Fan Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, roles and requirements. Authorization. All parties to this contract agree that the mismsemalives 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 terms and conditions stated herein act forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions Imposed by seller arc 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 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 of this prevision. 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 arc beyond its reasonable control and without its fault of negligence, such acts of God, acts ofeivil 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 thcnrof. In the went 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 uartants 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 he purposes intended, and performed with the highest degree of cam and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllers breach of warranty. The Scllcr 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 of any applicable warranty provided by the Seller one, the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect or defective work done or materials famished 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 of the foregoing warranties or guarantees, but such liability shall in no event include loss ofprofits or loss ofuse. 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. CHANCES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or delctions from 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 ofperformance hereunder, an equitable adjustment shall be made' 6. TERMINATIONS. a The Purchaser may at any time by written change order. terminate this agreement as to any or all portions r the good then not shipped subject to any equitable adjustment between the panics es 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 adjustment be made in favor of the Sella with respect to any goods which am the Sellers standard stock. No such termination shall relieve the Purchaser or the Sella ofany offlcir obligations as to any goods delivered hereunder. ' ! 7. CLAIMS FOR ADJUSTMENT. I.;, Any claim for adjustment most be asserted within thirry (30) days from the date the change or temtination,is ordered, 8. COMPLIANCE WITH LAW. t. The Seller warmers that all goods sold hereunder shall have been produced, sold, delivered and famished in attic, 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 am hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages sufPcrcd by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this older, or any monies due or to become due hereunder without the prior written consent ofthe other parry. 10. TITLE. 1 The Seller warrants 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.thers. I The Seller shall release the Purchaser and its contractors of any tier form all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, officers end employees ofsuch parry. The Sclla's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed 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, 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 of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, 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 Sella shall, at its own expense and at its option, cithtt procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankmpt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The defnilmns of terms used or the interpretation ofthe agreement and the rights ofall panics hercunda shall be construed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seiler is to perform work hereunder. including the services of Scllers Representativc(s), on the premises ofothcs. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sclla'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 Sellds outs expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or erection by the Seiler. the Seller shall roo6ec, unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. 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 tarty comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least S300.000 for any one person. S500.000 for any one accident and property damage limit per accident of S400,000. The Seiler shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises ofothcrs, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such cenificatcs shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compcomfis n 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 whatsoever to persons or property caused by or resulting from the execution of the 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 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 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 be brought against the Purchaser, or its oRcas, agents or employees at any time on account or by reason of any act, action. neglect. omission or default of the Seller of any of his contractors or any of its or their effects, 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 fins 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 upon or obtained against the property of the 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 or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all guards accessary 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 talcs and regulations issued pursuant Intone. Revised 03/2010