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HomeMy WebLinkAbout482514 VISIONONE INC - PURCHASE ORDER - 9120298 (3)City of �.Fort Collins Date: 03/29/2012 Vendor: 482514 VISIONONE INC 6781 N PALM AVE, STE 120 FRESNO California 93704 PURCHASE ORDER PO Number Page 9120298 1of2 Fhis number must appear ll invoices, packing s and labels. Ship To: LINCOLN CENTER CITY OF FORT COLLINS 417 W MAGNOLIA FORT COLLINS Colorado 80521 Delivery Date: 01/19/2012 Buyer: ED BONNETTE Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered Price 2 CREDIT MEMO #9928147 318/12 PER EMAIL FROM GAIL BUDNER 3/28112. -EC8 CREDIT MEMO #9928147 3/8/2012. f$-1.865.501 RCL�C3 . oA.:a� 2 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 1 LOT EA -1,865.50 Total 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. COMMFRCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-IW502. Federal Excise Tax Exemption Ceniflcate of Registry 94-000587 is registered with the Collector of Internal Revenue. Dcnver, Colorado (Ref. Colorado Revised Statutes 1073, 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 are not to be replaced except upon receipt of written insmetions fmm the City of Fort Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Pnrchnscr to insist upon strict puformanee of the terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by Inv, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of any of the warm. ntics or Obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict perfnmancc hereofor any offs rights or remedies as to any such goods, regardless of when shipped, received or accepted as to any prior or subsequent default Imrcunder, nor shall any purpOned oral modification or rescission of this purchase order by the Purchaser operate as a o:iivcr 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, flowerer. it is to be understood chit FINAL Seller and the Purchaser moognizc that in actual economic practice, overcharges resulting fmm antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact borne by the Purchase, Theretofore, for good cause and as consideration for executing this purchase omen the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fun Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state antitrust law for such overcharges relating to the pan ieular goods or sen'ices mhenvise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquinod by the Purchaser pursuant to this purchase order. bill must accompany in%nice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufaecumrs have distributing points in various pans of the country, shipment is If the Purchaser directs life Seller to coned annconfoming or defective goods by a date to be agrenl upon by the expected fmm the nearest distribution point to destination. and excess frcight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply. the Purchaser shipments ure made fmm greater distance. may cause the work to be performed by the most expeditions means available to it, and the Seller shall pay all costs associated with such work. Permits. Seller shall preeurc 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 subcliv ision where the work is performed, or required by any other duly constituted public authority hawing jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless fmm and against all liability and loss incurred by them by reason of an asserted or established %iodation of any such laws, regulations, orlinanees, roles and mquircom.m. Aulhnnzetion. All parties to this colonel agree that the representatives arc, in fact, bona fide and possess full and complete aunimin, to bind mid panics. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms 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 tans 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 alive on your promised delivery date as noted. Time is of the essence. Delivery and perfnmancc most be effected within the time stated on the purchase order and the documents anaehed hereto. No gets of the Purchasers including, without limitation, eecTunice ofpanial Inc deliveries, shall operate as a waiver of this provision. In the event ofany 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 Scllcr shall not be liable for damages us a result of delays due to causes not reasonably forcsecnble which arc beyond its rcaonably control and without its fnolt of negligence, such acts of God, acts of civil or military authorities, governmental primilics, 0ms, strikes, flood, epidanles, wins 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 flit received knowledge thereof In the event of any such delay, the dace 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, anieles, ma"a@ and work covered by this order will conform with applicable drawings, specifications .samples and/or ocher descriptions given, wild be fit for the purposes intended. and performed with the highest degree of care sad competence in accordance with accepted standards for work of.a .similar nature. The Seller agrees In hold the purchaser hamless from anv loss, damage or expense which the Purchaser mow suffer or incur on account of the Scllcrs breach of wamnry. The Seller shall replace, repair or make good, without cost to the purchaser -any defects or faults arising within one (I) year or within such longer period of time as may be prescribed by law or by the terms ofany applicable wamnry provided by the Seller after the dale of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting front 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 w oranty. Except a, otherwise pmv ided in this purchase under, the Scllcrs liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warm, mics or guarantees, bill such liability shall in no event include loss ofprofirs 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 toms by wltuca change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tells, other than legal mmts, including additions to or deletions frmn the quantities originally ordered in the specifications or drawings, by venial or written change order. If anv such change affects the amount due or the time ofperformance hereunder. an equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all portions of the goads then not shipped subject to any equitable adjustment between the panics as to any work or malerials then in pmgrcss provided that the Purchaser shall not be liable far any claims for anticipated limits 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 Seller with respect to any goods which are the Sellers standard slack. No such tcmination shall mlieve the Purchaser Of the Seller ofany fchcir obligations as to any goods delivered hucondu. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assened within thirty (30) drys fmm the date the change or termination is nrlcrcd. S. COMPLIANCE WITH LAW. The Seller wamnts 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 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 acrccou nts of this character arc hereby incorporated herein by this reference, The Seller agrees to indemnify and hold the Purchaser harmless fmm all costs and damages sufTercd by the Purchaser as a result of the Sellers failure to comply with such law. 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 pan,,. 10. TITLE. The Seller wamnts full. clear and orm,triced title to the Purchaser for all equipment mmcria]s, nail items fimri,hed in perfommncc of this agreement free and clear of any and all liens, restrictions, reservations security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier fmm all liability and claims of any nature resulting from the pufonnance ofsnch wok. This release shall apply even in the event of fault Of negligence of the party released and shall extend to the directom oRccrs and employees of such part,. The Seller's contractual obligations, including wamnry, shall not be deemed to be reduced, in any way, because such work is performed or caused to he performed by the Purchaser. 14. PATENTS. Whenever the Seller is requited to use any design, device, material or process covered by letter, patent, cmdemark or copyright the Scllcr shall indemnify and save harmless the Purchaser from anv and all claims for infringement by mason of the use of such patented design, device, material or process in connection with the contract and shall indemnify the Purchaser for anv cost, expense or damage which it ma, be obliged to pay by reason ofsnch infringement at any time during the prosecution or after the completion of the work. In case said equipment or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of mid equipment Or pan is enjoined, the Seller shall, at its non expense and at its option, either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but no unfringing equipment, or notify itso it bccnmcs noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the bencflt of creditors, appoint a receiver or trustee for any of the Sellers pmpeny or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of Icmrs used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be construed under and governed by the laws ofihc Slate Of Colomdn. USA. The following Additional Conditions apply only in cases where the Seller is to perfom work hereunder. including the scnices of Scllcrs Rcmcsentative(sL no the premises Ofethers. 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 accidntt, destruction or injury to the work and/Or materials before Scllcrs final completion and acceptance, complete the work m Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive, unload, nnrc and handle same at the site and become responsible therefor as though such mmuials and/Or equipment were being furnished by the Seller under the order. 19. INSURANCE. The Seller shall, at his own expense provide for the payment of workers compensation, including occupational disease benefit,, to it unpinyces employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the Imes 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 insuranee with bodily injury and death linnix of m Icnst S300,000 for any one pcown. S500,000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require hie contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employee, shill do any work upon the premises of others, the Seller shall fumish the Purchaser pith a ccnificate that 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 assumes the entire responsibility and liability for any and all damage. loos or injury ofany kind or nature whatsoever to persons or property caused by or resulting front the execution of the work provided for in this purchase order or in connection Immoith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Pnrchnscr, officers, agco is and employees from and against any and all ell ins, 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 Seller, any of his eontmeOM. 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 officers, 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 olEcem. agent or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Scllcrs own expense, to pay any and all costs, charges, atiomcyts 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 upon or obtained against the pmpeny of the Purchaser. or said parties in or as a result ofsnch 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, fumish and install all guards necessary for the prevention of accidents, comply with all Imes and regulations with regard to safety including, bill without ]initiation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised WJ2010